| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Statement Regarding Forward-Looking Information
Some of the statements contained in this quarterly report constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend such statements to be covered by the safe harbor provisions contained therein. The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. This description contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the results discussed in the forward-looking statements due to the factors set forth in “Risk Factors” in our final prospectus relating to our follow-on public offering filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), on June 24, 2021 (the “Final Prospectus”). In addition, some of the statements in this quarterly report (including in the following discussion) constitute forward-looking statements, which relate to future events or the future performance or financial condition of AFC Gamma, Inc. (“AFCG” and the “Company,” “we,” “us” and “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:
| • | use of proceeds of the IPO and our follow-on public offering; |
| • | our business and investment strategy; |
| • | our projected operating results; |
| • | the impact of the COVID-19 pandemic, on our business and the United States and global economies; |
| • | the ability of our Manager to locate suitable loan opportunities for us, monitor, service and administer our loans and execute our investment strategy; |
| • | allocation of loan opportunities to us by our Manager; |
| • | actions and initiatives of the U.S. or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including the fact that cannabis remains illegal under federal law; the state of the United States, European Union and Asian economies generally or in specific geographic regions; |
| • | the estimated growth in and evolving market dynamics of the cannabis market; |
| • | the demand for cannabis cultivation and processing facilities; |
| • | shifts in public opinion regarding cannabis; |
| • | the state of the U.S. economy generally or in specific geographic regions; |
| • | economic trends and economic recoveries; and |
| • | the amount, collectability and timing of cash flows, if any, from our loans; |
| • | our ability to obtain and maintain financing arrangements; |
| • | changes in the value of our loans; |
| • | our expected portfolio of loans; |
| • | our expected investment and underwriting process; |
| • | rates of default or decreased recovery rates on our loans; |
| • | the degree to which our hedging strategies may or may not protect us from interest rate volatility; |
| • | changes in interest rates of our loans and impacts of such changes on our results of operations, cash flows and the market value of our loans; |
| • | interest rate mismatches between our loans and our borrowings used to fund such loans; |
| • | the departure of any of the executive officers or key personnel supporting and assisting us from our Manager or its affiliates; |
| • | impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters; |
| • | our ability to maintain our exemption from registration under the Investment Company Act of 1940 (the “1940 Act”); |
| • | our ability to qualify and maintain our qualification as a real estate investment trust (“REIT”) for United States federal income tax purposes; |
| • | estimates relating to our ability to make distributions to our stockholders in the future; |
| • | our understanding of our competition; and
|
| • | market trends in our industry, interest rates, real estate values, the securities markets or the general economy. |
We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and financial condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and the other information included in our Final Prospectus and elsewhere in this quarterly report on Form 10-Q.
We have based the forward-looking statements included in this quarterly report on information available to us on the date of this quarterly report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form S-11, quarterly reports on Form 10-Q and current reports on Form 8-K.
Available Information
We routinely post important information for investors on our website, www.afcgamma.com. We intend to use this webpage as a means of disclosing material information, for complying with our disclosure obligations under Regulation FD and to post and update investor presentations and similar materials on a regular basis. AFCG encourages investors, analysts, the media and others interested in AFCG to monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations, webcasts and other information we post from time to time on our website. To sign-up for email-notifications, please visit the “Email Alerts” section of our website under the “IR Resources” section and enter the required information to enable notifications.
Overview
AFC Gamma, Inc. (the “Company” or “AFCG” or “we”) is a commercial real estate finance company founded in July 2020 by a veteran team of investment professionals. We originate, structure and underwrite senior secured loans and other types of loans for established cannabis industry operators in states that have legalized medicinal and/or adult use cannabis. As states continue to legalize cannabis for medical and adult use, an increasing number of companies operating in the cannabis industry need financing. Due to the capital constrained cannabis market which does not typically have access to traditional bank financing, we believe we are well positioned to become a prudent financing source to established cannabis industry operators given our stringent underwriting criteria, size and scale of operations and institutional infrastructure. Our objective is to provide attractive risk-adjusted returns over time through cash distributions and capital appreciation by providing loans to state law compliant cannabis companies. The loans we originate are primarily structured as senior loans secured by real estate, equipment, licenses and/or other assets of the loan parties to the extent permitted by applicable laws and the regulations governing such loan parties. Our targeted borrowers will sometimes be publicly traded on the Canadian Stock Exchange and/or over-the-counter in the United States. Our loans typically have up to a five-year maturity and contain amortization and/or cash flow sweeps. From January 1, 2020 to June 30, 2021, members of our management team, provided by our Manager, and the members of the Investment Committee of our Manager, who advises on our investments and operations, had sourced loans worth approximately $6.6 billion across the cannabis industry in various states while maintaining a robust pipeline of potentially actionable opportunities.
We are externally managed by our Manager, AFC Management, LLC, a Delaware limited liability company, pursuant to the terms of our Management Agreement.
We commenced operations on July 31, 2020 and completed our IPO in March 2021. We are incorporated in Maryland and intend to elect and qualify to be taxed as a real estate investment trust (“REIT”), commencing with our taxable year ended December 31, 2020. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all or substantially all of our taxable income to stockholders and maintain our intended qualification as a REIT. We also intend to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.
We could remain an “emerging growth company” for up to five years from our initial public offering, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three year period.
Developments during the Second Quarter of 2021:
On June 28, 2021, we completed a public offering of 2,750,000 shares of our common stock at a price of $20.50 per share, raising $56,375,000 in gross proceeds. The underwriting commissions of $3,100,625 are reflected as a reduction of additional paid-in capital on the statement of stockholders’ equity. We incurred approximately $701,989 of expenses in connection with the offering, which is reflected as a reduction in additional paid-in capital. The net proceeds to us totaled approximately $52,572,386.
Subsequent to the period ended June 30, 2021, the underwriters partially exercised their over-allotment option to purchase 269,650 shares of our common stock at a price of $20.50 per share, which was completed on July 6, 2021, raising $5,527,825 in additional gross proceeds or $5,223,795 in net proceeds after underwriting commissions of $304,030, which is reflected as a reduction of additional paid-in capital on the statement of stockholders’ equity.
We intend to use the net proceeds of the offering (i) to fund loans related to unfunded commitments to existing borrowers, (ii) to originate and participate in commercial loans to companies operating in the cannabis industry that are consistent with our investment strategy and (iii) for working capital and other general corporate purposes. Until appropriate investments can be identified, we may invest this balance in interest-bearing short-term investments, including money market accounts or funds, commercial mortgage-backed securities and corporate bonds, which are consistent with our intention to qualify as a REIT and to maintain our exclusion from registration under the Investment Company Act.
Updates to Our Loan Portfolio during the Second Quarter of 2021
In April 2021, Sub. Of Public Co. C repaid its loan in full. The loan had an original maturity date of February 2025 and the outstanding principal on the date of repayment was approximately $12.1 million. We received an exit fee of $750,000 and a prepayment premium of $750,000 upon repayment of the loan.
In April 2021, we entered into a commitment with Private Co. F to fund a $13.0 million senior secured term loan and funded $5.25 million at closing, including a $925,000 interest reserve. The loan has an interest rate of 13.0% and PIK interest rate of 4.0% with a step down to a rate of 2.0% once certain criteria are met as defined in the loan agreement. The loan has a maturity date of May 2026, an unused fee of 3.0%, an exit fee of 15.0% and OID of 15.5%. The borrower is a medical cannabis operator in Missouri. The real estate collateral for this senior term loan includes the borrower’s cultivation and two dispensary facilities in Missouri.
In April 2021, we entered into a commitment with Public Co. E to fund a $15 million senior secured term loan and funded $15 million at closing. The loan has an interest rate of 13.0%. The loan has a maturity date of April 2025, which is subject to an optional maturity extension for 364 days, and OID of 7.0%. The borrower is a multi-state medical and recreational cannabis provider with operations in Florida, Texas, Michigan and Pennsylvania. The real estate collateral for this senior term loan includes the borrower’s cultivation facility in Michigan.
In April 2021, we entered into a commitment with Sub of Private Co. G to fund a $22 million senior secured term loan and funded $22 million at closing, including a $2.0 million interest reserve. The loan has an interest rate of 12.0% plus LIBOR, with a 1.0% LIBOR floor, and PIK interest rate of 4.0% with step downs to 2.0% and 1.5% once certain criteria are met as defined in the loan agreement. The loan has a maturity date of May 2026, an exit fee of 10.0%, provided that if certain criteria are met as defined in the loan agreement the exit fee is 2.0%, and OID of 4.0%. The borrower’s parent entity has licenses across nine states, and the real estate collateral for this senior term loan includes the borrower’s retail facility in New Jersey and its cultivation facility under construction in New Jersey. This senior term loan relates to certain syndication letter agreements by and among our Manager, AFC Investments, LLC, one of our affiliates that is beneficially owned by Mr. and Mrs. Tannenbaum, and us, whereby the loan was initially contemplated as a $46,150,000 commitment and our Manager had syndicated $22.0 million to us and $24,150,000 to an affiliate, AFC Investments, LLC, subject to satisfactory diligence and definitive loan documentation. The final negotiated loan commitment was for $22.0 million and AFCG holds the entire amount, with no portion syndicated to AFC Investments, LLC.
In May 2021, we entered into a syndicated senior secured term loan facility with a commitment with Sub of Private Co. H to fund approximately $5.8 million out of a total aggregate principal amount of $37.0 million. We funded our loan commitment at closing. The loan has an interest rate of 15.0% per annum. The loan has an initial maturity date of May 2023, which is subject to two optional maturity extensions of six months each, subject to payment of a 2.0% fee in the case of the first optional extension and approval of all lenders in the case of the second optional extension. The loan has an OID of approximately 2.8%. The loan has an exit fee of 3.0%, an agent fee of $185,000 and a closing fee of $690,000. The borrower is a subsidiary of a multi-state operator with assets in Arkansas, Florida and Illinois. The borrower is a single-state operator that is currently expanding their cultivation facility in Illinois, which is licensed to grow both recreational and medical use cannabis. The borrower also operates two additional dispensaries in the state, one licensed to sell medical use cannabis and the other licensed to sell both recreational and medical use cannabis. The real estate collateral for the borrower consists of a cultivation facility in Illinois.
In May 2021, we entered into a commitment with Public Co. F to fund a $10.0 million senior secured term loan and funded $10.0 million at closing. The loan has an interest rate of 9.75% per annum. The loan has a maturity date of May 2023 and OID of 2.0%. The borrower is a multi-state operator with operations across 14 states. The real estate collateral for the borrower includes five cultivation facilities across Illinois, Florida, Nevada, Ohio, and Massachusetts and eight dispensaries across Illinois, Michigan, Maryland, Arkansas, Ohio, Nevada, Florida, and Arizona.
In June 2021, we entered into a commitment with Private Co. I to fund a $5.5 million secured bridge loan and funded $5.5 million at closing. The loan has a short-term maturity date of July 9, 2021 in anticipation of refinancing under a larger credit facility. The loan has an interest rate of 13.0% per annum, with OID of 4.0%, and an agent fee of 1.0%. The loan also has an exit fee of 10.0% if the loan is not refinanced by us and/or one of our affiliates. The borrower is a single state operator in Maryland, a limited license state, with an existing cultivation and processing operation in the state, as well as one operational dispensary. The bridge loan was refinanced subsequent to quarter end. Refer to “Recent Developments” for more information.
Sale of Assigned Rights
On June 29, 2021, we sold to AFC Warehouse Holding, LLC, an affiliate of the Manager and us, an Assigned Right to acquire and/or assign a warrant to purchase 1,978,000 common shares of Private Co. E at an exercise price of $0.01 per share for an aggregate purchase price of $1,104,614, representing the fair value of such Assigned Right as of the date of such sale, as determined by management and a majority of independent directors (based on various subjective and objective factors, including input from an independent third-party valuation firm).
Dividends Declared Per Share
In May 2021, we declared a regular cash dividend of $0.38 per share of our common stock, relating to the second quarter of 2021, which was paid on June 30, 2021 to stockholders of record as of June 15, 2021. The aggregate amount of the regular cash dividend payment was approximately $5.1 million.
The payment of these dividends are not indicative of our ability to pay such dividends in the future.
Recent Developments
Subsequent to quarter end, the underwriters partially exercised their over-allotment option to purchase 269,650 shares of the Company’s common stock at a price of $20.50 per share, which was completed on July 6, 2021. Refer to footnote 11 to our unaudited financial statements included elsewhere in this quarterly report for more information.
Subsequent to June 30, 2021, we closed 3 loans including one that is contingent upon the borrower raising additional equity, committed to $27.3 million, of which $19.8 million is contingent, and funded $10.9 million of principal.
In July 2021, the Company entered into a commitment to fund a $19.75 million senior secured term loan which is contingent on the borrower raising additional equity as required by the loan agreement. Until the borrower meets the required criteria in the loan agreement, the commitment has a ticking fee based on the aggregate commitment amount as follows: (a) 6.0% from the date of closing through July 26, 2021 and (b) 6.5% from and after July 27, 2021 through August 9, 2021 or the initial funding date, whichever is earlier. Once funded, the loan will have a per annum interest rate of 12.0% plus LIBOR, with a LIBOR floor of 1.0%. The loan will have a maturity date of August 3, 2026, an unused fee of 30%, an exit fee of 3.0%, OID of 4.0.% and an interest reserve of $0.75 million.
In July 2021, Private Company I refinanced their bridge loan which had a maturity date of July 9, 2021 which had an interest rate of 13.0% and OID of 4.0%. The new senior secured loan of $15.5 million was syndicated by the Company’s Manager between the Company and A BDC Warehouse, LLC (“ABW”), an affiliate of the Company that is wholly-owned by Mr. and Mrs. Tannenbaum, with ABW holding approximately one-third of the principal amount. The Company committed and funded approximately $10.1 million of the new loan which has a per annum interest rate of 12.0% plus LIBOR, with a LIBOR floor of 1.0%, and PIK interest rate of 2.5%. The loan has a maturity date of August 1, 2026, an exit fee of 3.0% and OID of 4.0%. As part of the refinancing agreement, the exit fee on the bridge loan was waived and the borrower was credited for a portion of the original OID on the bridge loan.
In July 2021, the Company entered into a commitment to fund a $3.0 million bridge loan and funded $3.0 million at closing. The loan has an interest rate of 13.0%, a maturity date of August 31, 2021, an exit fee of 10.0% which is reduced to 2.0% upon refinancing the loan with a senior secured loan with the Company, and OID of 4.0%.
In July 2021, Flower Loan Holdco, LLC, an affiliated entity in which Mr. Tannenbaum is the majority ultimate beneficial owner (“FLH”), purchased approximately $8.5 million of the senior secured credit facility with Private Company A from a third-party lender, and the Company has a 30-day option to purchase such amount from FLH. The Company and the Company’s Manager, as agent, subsequently amended and restated the senior secured credit facility with Private Company A to, among other things, increase the loan amount by $10.0 million, which the agent syndicated to ABW. The amendment also allows for the borrower to draw up to an additional $20 million from a designee of the agent, subject to the agent’s satisfaction that certain conditions have been met. Separately, FLH entered into a new credit facility with Private Company A under which the borrower may draw up to $40.0 million (the “Bridge Loan”), which is secured by collateral separate from collateral securing the Company’s credit facility. In connection with the Bridge Loan and a related equity raise by Private Company A (the “Equity Raise”), the Manager or its designees are entitled to (i) appoint three of the seven members of Private Company A’s board of directors and (ii) receive a number of warrants to purchase common stock of Private Company A. In connection with the Equity Raise, an investment vehicle controlled by Jonathan Kalikow, one of the Company’s directors and executive officers, acquired approximately 8.8% of the equity interest of Private Company A on a fully-diluted basis. Following the transactions described above, Mr. Kalikow beneficially held or controlled through investment vehicles a total of approximately 10.1% of Private Company A’s equity interest on a fully-diluted basis. As of the date of these transactions, Mr. Tannenbaum beneficially held approximately 16.7% of Private Company A’s equity interest on a fully-diluted basis through investment vehicles, which amount reflects two acquisitions of additional equity of Private Company A from third-party stockholders during the three months ended June 30, 2021. Following the transactions described above, Mr. Tannenbaum beneficially held approximately 21.8% of Private Company A’s equity interest on a fully-diluted basis through investment vehicles. Given Mr. Tannenbaum’s equity ownership, each of the transactions with Private Company A described above were reviewed and approved by the Company’s Audit & Valuation Committee of the Board in accordance with the Company’s Amended and Restated Code of Business Conduct and Ethics and its Related-Persons Transaction Policy.
Key Financial Measures and Indicators
As a commercial real estate finance company, we believe the key financial measures and indicators for our business are Distributable Earnings, Adjusted Distributable Earnings, book value per share and dividends declared per share.
Non-GAAP Metrics
Distributable Earnings and Adjusted Distributable Earnings
In addition to using certain financial metrics prepared in accordance with GAAP to evaluate our performance, we also use Distributable Earnings and Adjusted Distributable Earnings to evaluate our performance excluding the effects of certain transactions and GAAP adjustments we believe are not necessarily indicative of our current loan activity and operations. Each of Distributable Earnings and Adjusted Distributable Earnings is a measure that is not prepared in accordance with GAAP. We use these non-GAAP financial measures both to explain our results to stockholders and the investment community and in the internal evaluation and management of our businesses. Our management believes that these non-GAAP financial measures and the information they provide are useful to investors since these measures permit investors and stockholders to assess the overall performance of our business using the same tools that our management uses to evaluate our past performance and prospects for future performance.
The determination of Distributable Earnings is substantially similar to the determination of Core Earnings under our Management Agreement, provided that Core Earnings is a component of the calculation of any Incentive Fees earned under the Management Agreement for the applicable time period, and thus Core Earnings is calculated without giving effect to Incentive Fee expense, while the calculation of Distributable Earnings accounts for any Incentive Fees earned for such time period. We define Distributable Earnings as, for a specified period, the net income (loss) computed in accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income (loss); provided that Distributable Earnings does not exclude, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash, (iv) provision for current expected credit losses and (v) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between our Manager and our independent directors and after approval by a majority of such independent directors. We define Adjusted Distributable Earnings, for a specified period, as Distributable Earnings excluding certain non-recurring organizational expenses (such as one-time expenses related to our formation and start-up).
We believe providing Distributable Earnings and Adjusted Distributable Earnings on a supplemental basis to our net income as determined in accordance with GAAP is helpful to stockholders in assessing the overall performance of our business. As a REIT, we are required to distribute at least 90% of our annual REIT taxable income and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of such taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons that stockholders invest in our common stock, we generally intend to attempt to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our Board. Distributable Earnings is one of many factors considered by our Board in declaring dividends and, while not a direct measure of net taxable income, over time, the measure can be considered a useful indicator of our dividends.
Distributable Earnings and Adjusted Distributable Earnings are “non-GAAP financial measures” and should not be considered as substitutes for GAAP net income. We caution readers that our methodology for calculating Distributable Earnings and Adjusted Distributable Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our reported Distributable Earnings and Adjusted Distributable Earnings may not be comparable to similar measures presented by other REITs.
The following table provides a reconciliation of GAAP net income to Distributable Earnings and Adjusted Distributable Earnings:
| | | For the three months ended June 30, 2021 | | | For the six months ended June 30, 2021 | |
| Net Income | | $ | 4,627,787 | | | $ | 6,028,542 | |
| Adjustments to net income | | | | | | | | |
| Non-Cash Equity compensation expense | | | 11,457 | | | | 1,610,572 | |
| Depreciation and amortization | | | - | | | | - | |
| Unrealized (gain), losses or other non-cash items | | | 483,159 | | | | 627,561 | |
| Provision for current expected credit losses | | | 645,786 | | | | 711,886 | |
| One-time events pursuant to changes in GAAP and certain non-cash charges | | | - | | | | - | |
| Distributable Earnings | | $ | 5,768,189 | | | $ | 8,978,561 | |
| Adjustments to Distributable Earnings | | | | | | | | |
| Organizational expense | | | - | | | | - | |
| Adjusted Distributable Earnings | | $ | 5,768,189 | | | $ | 8,978,561 | |
| Basic weighted average shares of common stock outstanding (in shares) | | | 13,457,536 | | | | 10,318,542 | |
| Adjusted Distributable Earnings per weighted Average Share | | $ | 0.43 | | | $ | 0.87 | |
Book Value Per Share
We believe that book value per share is helpful to stockholders in evaluating our growth as we scale our equity capital base and continue to invest in our target investments. The book value per share of our common stock as of June 30, 2021 and December 31, 2020 was approximately $16.66 and $14.83, respectively, on a post-split basis.
Dividends Declared Per Share
In December 2020, we declared a seven-for-one stock split in the form of a stock dividend, pursuant to which six additional shares of our common stock were issued for each outstanding share of our common stock, payable on January 25, 2021 to each stockholder of record as of the close of business on January 21, 2021 out of our authorized but unissued shares of common stock.
In March 2021, we declared a regular cash dividend of $0.36 per share of our common stock, relating to the first quarter of 2021which was paid on June 30, 2021 to stockholders of record as of March 15, 2021. The aggregate amount of the regular cash dividend payment was approximately $2.2 million. The payment of this dividend is not indicative of our ability to pay such dividends in the future.
In May 2021, we declared a regular cash dividend of $0.38 per share of our common stock, relating to the second quarter of 2021 which was paid on June 30, 2021 to stockholders of record as of June 15, 2021. The aggregate amount of the regular cash dividend payment will be approximately $5.1 million. The payment of this dividend is not indicative of our ability to pay such dividends in the future.
Factors Impacting our Operating Results
The results of our operations are affected by a number of factors and primarily depend on, among other things, the level of our net interest income, the market value of our assets and the supply of, and demand for, commercial real estate debt and other financial assets in the marketplace. Our net interest income, which includes the accretion and amortization of OID, is recognized based on the contractual rate and the outstanding principal balance of the loans we originate. Interest rates will vary according to the type of loan, conditions in the financial markets, creditworthiness of our borrowers, competition and other factors, some of which cannot be predicted with any certainty. Our operating results may also be impacted by credit losses in excess of initial anticipations or unanticipated credit events experienced by borrowers.
Results of Operations
We commenced operations on July 31, 2020 and therefore, have no period to compare results for the three and six months ended June 30, 2021. We are currently in the process of investing the proceeds of our offerings. Results for the initial period of our operations are not indicative of the results we expect when our investment strategy has been fully implemented.
Our net income allocable to our common stockholders for the three and six months ended June 30, 2021 was approximately $4.6 million and $6.0 million or $0.34 and $0.58 per basic weighted average common share, respectively. Net income of approximately $4.6 million and $6.0 million for the three and six months ended June 30, 2021, respectively, was comprised of approximately $8.7 million and $13.4 in total revenues, operating expenses of approximately $0.9 million and $1.5 million, stock-based compensation expense of $11,457 and approximately $1.6 million, management and incentive fees of approximately $2.1 million and $3.0 million, change in the provision for current expected credit losses of approximately $0.6 million and $0.7 million and a net change in unrealized gain on loans of approximately $0.5 million and $0.6 million, respectively.
Investments in loans held at fair value are recorded on the trade date at cost, which reflects the amount of principal funded net of any original issue discounts. An unrealized gain arises when the value of the loan portfolio exceeds its cost, and an unrealized loss arises when the value of the loan portfolio is less than its cost. The net change in unrealized gain of approximately $0.5 million and $0.6 million for the three and six months ended June 30, 2021, respectively, was mainly driven by the net change in the valuation of the loans.
For the three and six months ended June 30, 2021, we incurred fees payable to our Manager for a Base Management Fee of $636,824 and $850,757, which was net of a Base Management Fee Rebate of $182,707 and $420,450, respectively. The Incentive Compensation fees payable to our Manager for the three and six months ended June 30, 2021 were $1,442,047 and $2,104,777, respectively.
For the three and six months ended June 30, 2021, our Manager will be reimbursed for approximately $423,939 and $789,506, respectively, for out-of-pocket costs incurred on our behalf.
Provision for Current Expected Credit Losses
For the six months ended June 30, 2021, the increase to our provision for current expected credit loss was $711,886 and the balance as of June 30, 2021 was $1,177,283 or 109 basis points of our total loans held at carrying value and loans receivable at carrying value commitment balance of $108,415,325 and was bifurcated between (i) the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value and loans receivable at carrying value of $701,143 and (ii) a liability for unfunded commitments of $476,140. The liability is based on the unfunded portion of loan commitments over the full contractual period over which we are exposed to credit risk through a current obligation to extend credit. Management considered the likelihood that funding will occur, and if funded, the expected credit loss on the funded portion. We continuously evaluate the credit quality of each loan by assessing the risk factors of each loan.
Loan Portfolio
As of June 30, 2021 and December 31, 2020, our portfolio included three and four loans, respectively, held at fair value. The aggregate originated commitment under these loans was approximately $47.4 million and $59.9 million, respectively, and outstanding principal was approximately $46.7 million and $50.8 million as of June 30, 2021 and December 31, 2020, respectively. For the six months ended June 30, 2021, the Company funded approximately $7.7 million of outstanding principal and had repayments of approximately $12.6 million. As of June 30, 2021 and December 31, 2020, 0% and approximately 6.0%, respectively, of the Company’s loans held at fair value have floating interest rates. As of December 31, 2020, these floating rates were subject to LIBOR floors, with a weighted average floor of 2.5%, calculated based on loans with LIBOR floors. References to LIBOR or “L” are to 30-day LIBOR (unless otherwise specifically stated).
The following tables summarize the Company’s loans held at fair value as of June 30, 2021 and December 31, 2020:
| | | As of June 30, 2021 | |
| | | Fair Value (2) | | | Carrying Value (1) | | | Outstanding Principal (1) | | | Weighted Average Remaining Life (Years)(3) | |
| | | | | | | | | | | | | |
| Senior Term Loans | | $ | 44,852,315 | | | $ | 43,916,537 | | | $ | 46,653,209 | | | | 2.6 | |
| Total loans held at fair value | | $ | 44,852,315 | | | $ | 43,916,537 | | | $ | 46,653,209 | | | | 2.6 | |
| | | As of December 31, 2020 | |
| | | Fair Value (2) | | | Carrying Value (1) | | | Outstanding Principal (1) | | | Weighted Average Remaining Life (Years)(3) | |
| | | | | | | | | | | | | |
| Senior Term Loans | | $ | 48,558,051 | | | $ | 46,994,711 | | | $ | 50,831,235 | | | | 3.3 | |
| Total loans held at fair value | | $ | 48,558,051 | | | $ | 46,994,711 | | | $ | 50,831,235 | | | | 3.3 | |
| (1) | The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted purchase discount, deferred loan fees and loan origination costs. |
| (2) | Refer to Footnote 14 to our unaudited financial statements included elsewhere in this quarterly report. |
| (3) | Weighted average remaining life is calculated based on the fair value of the loans as of June 30, 2021 and December 31, 2020. |
The following table presents changes in loans held at fair value as of and for the six months ended June 30, 2021:
| | | Principal | | | Original Issue Discount | | | Unrealized Gains / (Losses) | | | Fair Value | |
| | | | | | | | | | | | | |
| Total loans held at fair value at December 31, 2020 | | $ | 50,831,235 | | | $ | (3,836,524 | ) | | $ | 1,563,340 | | | $ | 48,558,051 | |
| Change in unrealized gains / (losses) on loans at fair value, net | | | - | | | | - | | | | (627,561 | ) | | | (627,561 | ) |
| New fundings | | | 7,677,701 | | | | (501,346 | ) | | | - | | | | 7,176,355 | |
| Loan repayments | | | (12,000,000 | ) | | | - | | | | - | | | | (12,000,000 | ) |
Loan amortization payments
| | | (583,324 | ) | | | - | | | | - | | | | (583,324 | ) |
| Accretion of original issue discount | | | - | | | | 1,601,197 | | | | - | | | | 1,601,197 | |
| PIK Interest | | | 727,597 | | | | - | | | | - | | | | 727,597 | |
| Total loans held at fair value at June 30, 2021 | | $ | 46,653,209 | | | $ | (2,736,673 | ) | | $ | 935,779 | | | $ | 44,852,315 | |
As of June 30, 2021 and December 31, 2020, our portfolio included ten and three loans, respectively, held at carrying value. The aggregate originated commitment under these loans was approximately $136.3 million and $44.0 million, respectively, and outstanding principal was approximately $114.4 million and $33.9 million, respectively, as of June 30, 2021 and December 31, 2020. During the six months ended June 30, 2021, we funded approximately $79.9 million of outstanding principal. As of June 30, 2021 and December 31, 2020, approximately 44% and 35%, respectively, of our loans held at carrying value have floating interest rates. These floating rates are subject to London Interbank Offered Rate (“LIBOR”) floors, with a weighted average floor of 1% and 1%, respectively, calculated based on loans with LIBOR floors. References to LIBOR or “L” are to 30-day LIBOR (unless otherwise specifically stated).
The following tables summarize the Company’s loans held at carrying value as of June 30, 2021 and December 31, 2020:
| | | As of June 30, 2021 | |
| | | Outstanding Principal (1) | | | Original Issue Discount | | | Carrying Value (1) | | | Weighted Average Remaining Life (Years)(2) | |
| | | | | | | | | | | | | |
| Senior Term Loans | | $ | 114,376,084 | | | $ | (8,971,899 | ) | | $ | 105,404,185 | | | | 3.8 | |
| Total loans held at carrying value | | $ | 114,376,084 | | | $ | (8,971,899 | ) | | $ | 105,404,185 | | | | 3.8 | |
| | | As of December 31, 2020 | |
| | | Outstanding Principal (1) | | | Original Issue Discount | | | Carrying Value (1) | | | Weighted Average Remaining Life (Years)(2) | |
| | | | | | | | | | | | | |
| Senior Term Loans | | $ | 33,907,763 | | | $ | (2,070,732 | ) | | $ | 31,837,031 | | | | 4.7 | |
| Total loans held at carrying value | | $ | 33,907,763 | | | $ | (2,070,732 | ) | | $ | 31,837,031 | | | | 4.7 | |
| (3) | The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted original issue discount and loan origination costs. |
| (4) | Weighted average remaining life is calculated based on the carrying value of the loans as of June 30, 2021 and December 31, 2020. |
The following table presents changes in loans held at carrying value as of and for the six months ended June 30, 2021:
| | | Principal | | | Original Issue Discount | | | Carrying Value | |
| | | | | | | | | | |
| Total loans held at carrying value at December 31, 2020 | | $ | 33,907,763 | | | $ | (2,070,732 | ) | | $ | 31,837,031 | |
| New fundings | | | 79,928,825 | | | | (7,574,384 | ) | | | 72,354,441 | |
| Accretion of original issue discount | | | - | | | | 673,217 | | | | 673,217 | |
| PIK interest | | | 539,496 | | | | - | | | | 539,496 | |
| Total loans held at carrying value at June 30, 2021 | | $ | 114,376,084 | | | $ | (8,971,899 | ) | | $ | 105,404,185 | |
As of June 30, 2021 and December 31, 2020, our portfolio included one loan receivable at carrying value. The originated commitment under this loan was approximately $4.0 million and outstanding principal was approximately $3.0 million and $3.4 million as of June 30, 2021 and December 31, 2020, respectively. During the six months ended June 30, 2021, we received repayments of $337,741 of outstanding principal.
The following table presents changes in loans receivable as of and for the six months ended June 30, 2021:
| | | Principal | | | Original Issue Discount | | | Carrying Value | |
| | | | | | | | | | |
| Total loans receivable at carrying value at December 31, 2020 | | $ | 3,352,176 | | | $ | (3,913 | ) | | $ | 3,348,263 | |
| Principal repayment of loans | | | (337,741 | ) | | | - | | | | (337,741 | ) |
| Accretion of original issue discount | | | - | | | | 618 | | | | 618 | |
| Total loans receivable at carrying value at June 30, 2021 | | $ | 3,014,435 | | | $ | (3,295 | ) | | $ | 3,011,140 | |
The below table summarizes our total loan portfolio as of June 30, 2021.
| Loan Names | | Status | | Original Funding Date(1) | | Loan Maturity | | AFCG Loan, net of Syndication | | % of Total AFCG | | | Principal Balance as of 6/30/2021 | | Cash Interest Rate | | | Paid In Kind (“PIK”) | | Fixed/ Floating | | Amortization During Term | | YTM (2)(3) |
| Public Co. A - Real Estate Loan | | Funded | | 7/3/2019 | | 1/26/2023 | | $ | 2,940,000 | | | 1.6 | % | | $ | 2,940,000 | | | 12.0 | % | | | 2.0 | % | Fixed | | No | | | | 19 | % |
| Public Co. A - Equipment Loans | | Funded | | 8/5/2019 | | 3/5/2024 | | | 4,000,000 | | | 2.1 | % | | | 3,014,435 | | | 12.0 | % | | | N/A | | Fixed | | Yes | | | | 18 | % |
| Private Co. A | | Funded | | 5/8/2020 | | 5/8/2024 | | | 34,000,000 | | | 18.1 | % | | | 34,654,069 | | | 13.0 | % | | | 4.0 | % | Fixed | | Yes | | | | 24 | % |
| Private Co. B | | Funded | | 9/10/2020 | | 9/1/2023 | | | 10,500,000 | | | 5.6 | % | | | 9,059,140 | | | 13.0 | % | | | 4.0 | % | Fixed | | Yes | | | | 26 | % |
| Private Co. C | | Funded | | 11/5/2020 | | 12/1/2025 | | | 22,000,000 | | | 11.7 | % | | | 16,571,443 | | | 13.0 | % | | | 4.0 | % | Floating | | Yes | | | | 22 | % |
Sub. of Public Co. D(4) | | Funded | | 12/18/2020 | | 12/18/2024 | | | 10,000,000 | | | 5.3 | % | | | 10,000,000 | | | 12.9 | % | | | N/A | | Fixed | | No | | | | 14 | % |
| Private Co. D | | Funded | | 12/23/2020 | | 1/1/2026 | | | 12,000,000 | | | 6.4 | % | | | 12,107,055 | | | 13.0 | % | | | 2.0 | % | Fixed | | Yes | | | | 20 | % |
| Private Co. E | | Funded | | 3/30/2021 | | 4/1/2026 | | | 21,000,000 | | | 11.2 | % | | | 11,174,533 | | | 13.0 | % | | | 4.0 | % | Floating | | Yes | | | | 26 | % |
| Private Co. F | | Funded | | 4/27/2021 | | 5/1/2026 | | | 13,000,000 | | | 6.9 | % | | | 6,166,025 | | | 13.0 | % | | | 4.0 | % | Fixed | | Yes | | | | 28 | % |
Public Co. E(4) | | Funded | | 4/29/2021 | | 4/29/2025 | | | 15,000,000 | | | 8.0 | % | | | 15,000,000 | | | 13.0 | % | | | N/A | | Fixed | | Yes | | | | 17 | % |
| Sub of Private Co. G | | Funded | | 4/30/2021 | | 5/1/2026 | | | 22,000,000 | | | 11.7 | % | | | 22,075,778 | | | 13.0 | % | | | 4.0 | % | Floating | | Yes | | | | 18 | % |
Sub of Private Co. H(5) | | Funded | | 5/11/2021 | | 5/11/2023 | | | 5,781,250 | | | 3.1 | % | | | 5,781,250 | | | 15.0 | % | | | N/A | | Fixed | | No | | | | 20 | % |
| Public Co. F | | Funded | | 5/21/2021 | | 5/30/2023 | | | 10,000,000 | | | 5.3 | % | | | 10,000,000 | | | 9.8 | % | | | N/A | | Fixed | | No | | | | 12 | % |
Private Co. I - Bridge Loan(6) | | Funded | | 6/4/2021 | | 7/9/2021 | | | 5,500,000 | | | 3.0 | % | | | 5,500,000 | | | 13.0 | % | | | N/A | | Fixed | | No | | | | N/A | |
| | | | | | | SubTotal
| | $ | 187,721,250
| | | 100.0
| %
| | $ | 164,043,728
| | | 12.8
| %
| | | 3.7
| %
| | | | | | | 21
| %
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Wtd Average
|
Borrower names have been kept confidential due to confidentiality agreement obligations.
(1) All loans originated prior to July 31, 2020 were purchased from an affiliated entity at fair value which approximated accreted and/or amortized cost plus accrued interest on July 31, 2020.
(2) Estimated YTM includes a variety of fees and features that affect the total yield, which may include, but is not limited to, OID, exit fees, prepayment fees, unused fees and contingent features. OID is recognized as a discount to the funded loan principal and is accreted to income over the term of the loan. Loans originated before July 31, 2020 were acquired by us, net of unaccreted OID, which we accrete to income over the remaining term of the loan. In some cases, additional OID is recognized from additional purchase discounts attributed to the fair value of equity positions that were separated from the loans prior to our acquisition of such loans.
The estimated YTM calculations require management to make estimates and assumptions, including, but not limited to, the timing and amounts of loan draws on delayed draw loans, the timing collectability of exit fees, the probability and timing of prepayments and the probability of contingent features occurring. For example, our credit agreements with Private Company C, Private Company E, Private Company F, and Subsidiary of Private Company G contain provisions pursuant to which certain PIK interest rates and fees earned by us under such credit agreements will decrease upon the satisfaction of certain specified criteria which we believe may improve the risk profile of the applicable borrower. To be conservative, we have not assumed any prepayment penalties or early payoffs in our estimated YTM calculation. Estimated YTM is based on current management estimates and assumptions, which may change. Actual results could differ from those estimates and assumptions.
(3) Estimated YTM for the loans with Public Company A, Private Company A, Private Company D, and Private Company E is enhanced by purchase discounts attributed to the fair value of equity warrants that were separated from the loans prior to our acquisition of such loans. The purchase discounts accrete to income over the respective remaining terms of the applicable loans.
(4) Loans to Subsidiary Of Public Company D and Public Company E do not reflect each borrower’s option to request a maturity extension for an additional 364 days from the respective original loan maturity date, each of which we are not obligated to grant.
(5) Loan to Subsidiary of Private Company H does not reflect the borrower’s option to request up to two maturity extensions each for an additional six months from the then-existing loan maturity date. The first extension, which is available at the borrower’s sole option, is subject to a payment of a 2.0% fee. The second extension is subject to the approval of all lenders.
(6) Estimated YTM for bridge loan to Private Company I is not presented due to the loan’s short-term nature, which results in a high estimated YTM that management does not believe is indicative of our expected YTM for the average loans of the types that constitute our portfolio. In July 2021, the bridge loan to Private Company I was refinanced by a larger credit facility that contains economic terms more consistent with the remainder of our portfolio. Refer to “—Recent Developments” for more information on the new loan.
Illustrative Description of Borrowers:
Public Company A
Single-state cultivator, producer and full-service brand fulfillment partner that produces a wide range of products in the Nevada market. Public Company A operates a +/- 400,000 square foot greenhouse and 55,000 square foot processing and custom packaging facility, which is capable of producing 140,000 pounds of dry flower per year. The real estate collateral of Public Company A consists of a greenhouse and processing facility in Nevada.
Private Company A
Multi-state operator with operations in six states. Private Company A is a vertically integrated cultivator and retailer of both medical and adult-use cannabis that primarily operates under its own brand. Private Company A’s business segments include cultivation, extraction and processing, retail products, and dispensaries. The real estate collateral of Private Company A consists of three cultivation facilities across Arizona and Michigan and ten dispensaries across Arizona, Maryland, Massachusetts and Michigan.
Private Company B
Single-state operator currently constructing an indoor cultivation facility to wholesale product to the medical and adult use markets in Michigan. Private Company B produces high-end cannabis strains and intends to focus on the high-end, top-tier cannabis niche. The management team has over 20 years’ experience in the cannabis industry, including ten years in Michigan. The real estate collateral for Private Company B consists of a cultivation facility in Michigan.
Private Company C
Single-state vertically integrated cultivator and retailer of medical cannabis. Private Company C operates under a Chapter 20 Clinical Registrant license and has partnered to collaborate on multifaceted studies to substantiate safety and positive therapeutic outcomes. Private Company C currently operates a cultivation facility and three dispensaries with the ability to add three additional dispensary locations. The real estate collateral of Private Company C consists of a cultivation facility and dispensary in Pennsylvania.
Subsidiary of Public Company D
Public Company D participates in the medical and adult use market across Canada and in several US states where cannabis has been legalized for therapeutic or adult use. Subsidiary of Public Company D is a premier medical marijuana cultivator, processor and distributor in Pennsylvania. Public Company D also has operators in California and New Jersey. The real estate collateral for Subsidiary of Public Company D consists of a cultivation facility in Pennsylvania.
Private Company D
Multi-state operator who operates five dispensaries, the maximum amount of dispensaries allowed by law for any operator, in the State of Ohio and one dispensary in Arkansas. Private Company D historical focus has been dispensary operations and has licenses in other states, where it also operates dispensaries. The real estate collateral for Private Company D consists of three dispensaries across Ohio and Arkansas.
Private Company E
Single-state operator who operates one dispensary and is currently constructing an indoor cultivation facility to wholesale product for medical use in Ohio. Private Company E approaches the medical cannabis market from the healthcare and scientific perspectives of its founders and key executives, differentiating it in the industry. The real estate collateral for Private Company E consists of a cultivation and processing facility and a dispensary in Ohio.
Private Company F
Single-state operator currently constructing a cultivation/manufacturing facility and two dispensaries in Missouri and will lease two additional dispensary locations for a total of four dispensaries in the state. Private Company F’s management team has extensive experience operating retail operations in other states. The real estate collateral for Private Company F consists of a cultivation/manufacturing facility and two dispensaries in Missouri.
Public Company E
Multi-state operator with operations in four states. Public Company E is a vertically integrated cultivator and retailer in both Florida and Texas with cultivation in Michigan and retail operations in Pennsylvania. Public Company E’s Florida operations consist of two cultivation and processing locations as well as 23 dispensaries across the state. The real estate collateral for Public Company E consists of a cultivation facility in Michigan.
Subsidiary of Private Company G
Private Company G is a multi-state operator with assets across nine states. Subsidiary of Private Company G operates in New Jersey as an alternative treatment center which allows for one cultivation facility and three dispensary operations, all of which are being constructed using the proceeds of the loan to Subsidiary of Private Company G. The real estate collateral for Subsidiary of Private Company G consists of a cultivation facility and dispensary operation in New Jersey.
Subsidiary of Private Company H
Private Company H is a multi-state operator with assets in Arkansas, Florida, Maryland and Illinois. Subsidiary of Private Company H is a single-state operator that is currently expanding their cultivation facility in Illinois, which is licensed to grow both recreational and medical use cannabis. Subsidiary of Private Company H also operates two additional dispensaries in the state, one licensed to sell medical use cannabis and the other licensed to sell both recreational and medical use cannabis. The real estate collateral for Subsidiary of Private Company H consists of a cultivation facility in Illinois.
Public Company F
Public Company F is an Illinois based multi-state operator with approximately 75 retail locations across 14 states and has expanded via an aggressive M&A strategy. The real estate collateral for Public Company F consists of five cultivation facilities across Illinois, Florida, Nevada, Ohio, and Massachusetts and eight dispensaries across Illinois, Michigan, Maryland, Arkansas, Ohio, Nevada, Florida, and Arizona.
Private Company I
Private Company I is a Maryland based single-state operator with an existing cultivation and processing operation in the state, as well as one operational dispensary.
Collateral Overview
Our loans are secured by various types of assets of our borrowers, including real property and certain personal property, including licenses, equipment, and other assets to the extent permitted by applicable laws and the regulations governing our borrowers.
The below table represents the real estate collateral securing our loans as of June 30, 2021. The values in the table below were measured at the time of underwriting and based on various sources of data available at such time.
| | | | | | | | | | | | | | | | | Real Estate | |
| Borrower | Status | Date | | AFCG Loan, net of Syndication | | | % of Total AFCG | | | Total Funded Debt Issuance | | | AFCG % of the Total Loan | | | Est. Real Estate Value (1) | | | Real Estate Collateral Coverage | | | Implied Real Estate Collateral for AFCG | | | AFCG Real Estate Collateral Coverage | |
Public Co. A - Real Estate Loan(2) | Funded | 7/3/2019 | | $ | 2,940,000 | | | | 1.6 | % | | $ | 30,000,000 | | | | 9.8 | % | | $ | 72,000,000 | | | | 2.40 | x | | $ | 7,056,000 | | | | 2.4 | x |
| Public Co. A - Equipment Loan | Funded | 8/5/2019 | | $ | 4,000,000 | | | | 2.1 | % | | $ | 20,000,000 | | | | 20.0 | % | | $ | 0 | | | | 0.00 | x | | $ | 0 | | | | 0.0 | x |
Private Co. A(3) | Funded | 5/8/2020 | | $ | 34,000,000 | | | | 18.1 | % | | $ | 42,500,000 | | | | 80.0 | % | | $ | 53,408,035 | | | | 1.26 | x | | $ | 42,726,428 | | | | 1.3 | x |
Private Co. B(4) | Funded | 9/10/2020 | | $ | 10,500,000 | | | | 5.6 | % | | $ | 10,500,000 | | | | 100.0 | % | | $ | 19,536,098 | | | | 1.86 | x | | $ | 19,536,098 | | | | 1.9 | x |
Private Co. C(5) | Funded | 11/5/2020 | | $ | 22,000,000 | | | | 11.7 | % | | $ | 22,000,000 | | | | 100.0 | % | | $ | 23,733,050 | | | | 1.08 | x | | $ | 23,733,050 | | | | 1.1 | x |
Subsidiary of Public Co. D(6) | Funded | 12/18/2020 | | $ | 10,000,000 | | | | 5.3 | % | | $ | 120,000,000 | | | | 8.3 | % | | $ | 26,058,332 | | | | 0.22 | x | | $ | 2,171,528 | | | | 0.2 | x |
Private Co. D(7) | Funded | 12/23/2020 | | $ | 12,000,000 | | | | 6.4 | % | | $ | 12,000,000 | | | | 100.0 | % | | $ | 7,538,589 | | | | 0.63 | x | | $ | 7,538,589 | | | | 0.6 | x |
Private Co. E(8) | Funded | 3/30/2021 | | $ | 21,000,000 | | | | 11.2 | % | | $ | 21,000,000 | | | | 100.0 | % | | $ | 16,102,000 | | | | 0.77 | x | | $ | 16,102,000 | | | | 0.8 | x |
Private Co. F(9) | Funded | 4/27/2021 | | $ | 13,000,000 | | | | 6.9 | % | | $ | 13,000,000 | | | | 100.0 | % | | $ | 8,062,097 | | | | 0.62 | x | | $ | 8,062,097 | | | | 0.6 | x |
Public Co. E(10) | Funded | 4/29/2021 | | $ | 15,000,000 | | | | 8.0 | % | | $ | 71,000,000 | | | | 21.1 | % | | $ | 2,097,998 | | | | 0.03 | x | | $ | 443,239 | | | | 0.0 | x |
Sub of Private Co. G(11) | Funded | 4/30/2021 | | $ | 22,000,000 | | | | 11.7 | % | | $ | 22,000,000 | | | | 100.0 | % | | $ | 43,713,935 | | | | 1.99 | x | | $ | 43,713,935 | | | | 2.0 | x |
Sub of Private Co. H(12) | Funded | 5/11/2021 | | $ | 5,781,250 | | | | 3.1 | % | | $ | 37,000,000 | | | | 15.6 | % | | $ | 35,000,000 | | | | 0.95 | x | | $ | 5,468,750 | | | | 0.9 | x |
Public Co. F(13) | Funded | 5/21/2021 | | $ | 10,000,000 | | | | 5.3 | % | | $ | 130,000,000 | | | | 7.7 | % | | $ | 127,890,000 | | | | 0.98 | x | | $ | 9,837,692 | | | | 1.0 | x |
Private Co. I - Bridge Loan(14) | Funded | 6/4/2021 | | $ | 5,500,000 | | | | 3.0 | % | | $ | 5,500,000 | | | | 100.0 | % | | $ | 0 | | | | 0.00 | x | | $ | 0 | | | | 0.0 | x |
| | | | | $ | 187,721,250 | | | | 100.0 | % | | $ | 556,500,000 | | | | | | | $ | 435,140,134 | | | | 0.78 | x | | $ | 186,389,406 | | | | 1.0 | x |
| (1) | To the extent the applicable loan is intended to fund any acquisitions and/or construction, the applicable figure includes expected total basis on such future construction and/or acquisitions plus appraised value. |
| (2) | Public Company A real estate is based on total cost basis. |
| (3) | Private Company A real estate is based on total cost basis |
| (4) | Private Company B real estate is based on the expected total cost basis of a to-be-built facility, as completed. The anticipated completion date for the to-be-built facility is August 2021. |
| (5) | Private Company C real estate is based on the cost basis of two facilities, including the capital expenditures for one facility that is being converted for cannabis cultivation purposes. The construction of the to-be-converted facility is divided into six phases. The first phase was completed in December 2020 and the anticipated completion date for the remaining phases of construction is November 2021. |
| (6) | Subsidiary of Public Company D real estate is based on total cost basis. |
| (7) | Private Company D real estate is based on our internal estimations of property values. |
| (8) | Private Company E real estate is based on the expected total cost basis, including construction expected to be completed within 12 months of loan closing. |
| (9) | Private Company F real estate is based on the expected total cost basis, including construction expected to be completed within 12 months of loan closing. |
| (10) | Public Company E real estate is based on total cost basis. |
| (11) | Subsidiary of Private Company G real estate is based on the expected total cost basis, including construction expected to be completed within 12 months of loan closing. |
| (12) | Subsidiary of Private Company H real estate is based on appraised value. |
| (13) | Public Company F real estate is based on appraised value. |
| (14) | The bridge loan to Private Company I was refinanced in July 2021 by a larger credit facility. Refer to “—Recent Developments” for more information on this loan. |
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make distributions to our stockholders and meet other general business needs. We use significant cash to purchase our target investments, repay principal and interest on our borrowings, make distributions to our stockholders and fund our operations.
Our primary sources of cash generally consist of unused borrowing capacity under our Revolving Credit Agreement, the net proceeds of future debt or equity offerings, payments of principal and interest we receive on our portfolio of assets and cash generated from our operating results. We expect that our primary sources of financing will be, to the extent available to us, through (a) credit facilities and (b) public and private offerings of our equity and debt securities. In the future, we may utilize other sources of financing to the extent available to us. As the cannabis industry continues to evolve and to the extent that additional states legalize cannabis, the demand for capital continues to increase as operators seek to enter and build out new markets. We expect the principal amount of the loans we originate to increase and that we will need to raise additional equity and/or debt funds to increase our liquidity in the near future.
As of June 30, 2021 and December 31, 2020, all of our cash was unrestricted and totaled approximately $124.6 million and $9.6 million, respectively.
The sources of financing for our target investments are described below.
Revolving Credit Facility
Pursuant to the terms of the Revolving Credit Agreement, our revolving credit facility provides revolving loan commitments of up to $50.0 million and bears interest at a fixed rate of 6% per annum, payable in cash in arrears. As of each of June 30, 2021 and December 31, 2020, we did not have any borrowings outstanding under our Revolving Credit Agreement. Future proceeds under the Revolving Credit Agreement are available to fund loans and bridge capital contributions and for general corporate purposes. We did not incur any fees or costs related to the origination of the Revolving Credit Agreement and we are not required to pay any commitment fees under the Revolving Credit Agreement. Our obligations under the Revolving Credit Agreement and the other loan documents delivered in connection therewith are secured by a first priority security interest in substantially all of our existing and future assets. The maturity date of the Revolving Credit Agreement is the earlier of (i) December 31, 2021 and (ii) a Refinancing Credit Facility. The Revolving Credit Agreement provides for certain covenants, including requiring us to deliver financial information and any notices of default, and conducting business in the normal course. To the best of our knowledge, as of June 30, 2021, we were in compliance in all material respects with all covenants contained in our Revolving Credit Agreement. In addition, the Revolving Credit Agreement contains customary events of default. In the case of an event of default, the lenders may terminate the commitments under the secured revolving credit facility and require immediate repayment of all outstanding borrowings. Such termination and acceleration would occur automatically in the event of certain bankruptcy events.
Other Credit Facilities, Warehouse Facilities and Repurchase Agreements
In the future, we may also use other sources of financing to fund the origination or acquisition of our target investments, including other credit facilities and other secured and unsecured forms of borrowing. These financings may be collateralized or non-collateralized and may involve one or more lenders. We expect that these facilities will typically have maturities ranging from two to five years and may accrue interest at either fixed or floating rates.
Capital Markets
We may seek to raise further equity capital and issue debt securities in order to fund our future investments in loans.
Cash Flows
The following table sets forth changes in cash, cash equivalents and restricted cash for the six months ended June 30, 2021:
| | | For the six months ended June 30, 2021 | |
| Net Income | | $ | 6,028,542 | |
| Adjustments to reconcile net income to net cash provided by / (used in) operating activities and changes in operating assets and liabilities | | | 1,467,345 | |
| Net cash provided by operating activities | | | 7,495,887 | |
| Net cash used in investing activities | | | (61,684,731 | ) |
| Net cash provided by financing activities | | | 169,169,896 | |
| Change in cash, cash equivalents and restricted cash | | $ | 114,981,052 | |
Net Cash Provided by Operating Activities
For the six months ended June 30, 2021, net cash provided by operating activities totaled approximately $7.5 million. For the six months ended June 30, 2021, adjustments to net income related to operating activities primarily included net change in unrealized gain on loans at fair value of approximately $0.6 million, stock-based compensation expense of approximately $1.6 million, PIK interest of approximately $1.3 million, accretion of deferred loan original issue discount and other discounts of approximately $2.3 million, provision for current expected credit losses of approximately $0.7 million and change in other assets and liabilities of approximately $2.1 million.
Net Cash Used in Investing Activities
For the six months ended June 30, 2021, net cash used in investing activities totaled approximately $61.7 million. The net cash used in investing activities was primarily a result of the cash used for the origination and funding of loans held for investment of approximately $76.9 million exceeding the cash received from principal repayment of loans held for investment of approximately $12.9 million and cash received from the sale of Assigned Rights of approximately $2.3 million for the six months ended June 30, 2021.
Net Cash Provided by Financing Activities
For the six months ended June 30, 2021, net cash provided by financing activities totaled approximately $169.2 million and related to proceeds from the issuance of our common stock in our IPO and follow-on public offering of approximately $180.3 million, less offering costs of approximately $3.8 million and less approximately $7.3 million in dividends paid.
Contractual Obligations and Other Commitments
Our contractual obligations as of June 30, 2021 and December 31, 2020 are as follows:
| | | As of June 30, 2021 | |
| | | Less than 1 year | | | 1-3 years | | | 3-5 years | | | More than 5 years | | | Total | |
| Unfunded Commitments | | $ | 23,999,842 | | | | - | | | | - | | | | - | | | $ | 23,999,842 | |
| Total | | $ | 23,999,842 | | | | - | | | | - | | | | - | | | $ | 23,999,842 | |
| | | As of December 31, 2020 | |
| | | Less than 1 year | | | 1-3 years | | | 3-5 years | | | More than 5 years | | | Total | |
| Unfunded Commitments | | $ | 19,825,119 | | | | - | | | | - | | | | - | | | $ | 19,825,119 | |
| Total | | $ | 19,825,119 | | | | - | | | | - | | | | - | | | $ | 19,825,119 | |
As of June 30, 2021 and December 31, 2020, all unfunded commitments were due in less than one year.
We may enter into certain contracts that may contain a variety of indemnification obligations. The maximum potential future payment amount we could be required to pay under these indemnification obligations may be unlimited.
Off-Balance Sheet Arrangements
Off-balance sheet commitments consist of unfunded commitments on delayed draw loans. Other than as set forth in this quarterly report on Form 10-Q, we do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured investment vehicles, special purpose entities or variable interest entities, established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities or entered into any commitment or intend to provide additional funding to any such entities.
Leverage Policies
We currently do not intend to have leverage of more than one times equity and intend to have substantially less drawn on any revolving credit agreements than available commitments under those agreements. Although we are not required to maintain any particular leverage ratio, we expect to employ prudent amounts of leverage and, when appropriate, to use debt as a means of providing additional funds for the acquisition of loans, to refinance existing debt or for general corporate purposes. Leverage is primarily used to provide capital for forward commitments until additional equity is raised or additional medium- to long-term financing is arranged. This policy is subject to change by management and our Board.
Dividends
We will elect to be taxed as a REIT for United States federal income tax purposes and, as such, anticipate annually distributing to our stockholders at least 90% of our REIT taxable income, prior to the deduction for dividends paid and excluding our net capital gain. If we distribute less than 100% of our REIT taxable income in any tax year (taking into account any distributions made in a subsequent tax year under Sections 857(b)(9) or 858 of the Internal Revenue Code of 1986, as amended (the “Code”)), we will pay tax at regular corporate rates on that undistributed portion. Furthermore, if we distribute less than the sum of (i) 85% of our ordinary income for the calendar year, (ii) 95% of our capital gain net income for the calendar year and (iii) any undistributed shortfall from its prior calendar year (the “Required Distribution”) to our stockholders during any calendar year (including any distributions declared by the last day of the calendar year but paid in the subsequent year), then we are required to pay non-deductible excise tax equal to 4% of any shortfall between the Required Distribution and the amount that was actually distributed. Any of these taxes would decrease cash available for distribution to our stockholders. The 90% distribution requirement does not require the distribution of net capital gains. However, if we elect to retain any of our net capital gain for any tax year, we must notify our stockholders and pay tax at regular corporate rates on the retained net capital gain. The stockholders must include their proportionate share of the retained net capital gain in their taxable income for the tax year, and they are deemed to have paid the REIT’s tax on their proportionate share of the retained capital gain. Furthermore, such retained capital gain may be subject to the nondeductible 4% excise tax. If we determine that our estimated current year taxable income (including net capital gain) will be in excess of estimated dividend distributions (including capital gains dividends) for the current year from such income, we will accrue excise tax on a portion of the estimated excess taxable income as such taxable income is earned.
To the extent that our cash available for distribution is less than the amount required to be distributed under the REIT provisions of the Code, we may be required to fund distributions from working capital or through equity, equity-related or debt financings or, in certain circumstances, asset sales, as to which our ability to consummate transactions in a timely manner on favorable terms, or at all, cannot be assured, or we may make a portion of the Required Distribution in the form of a taxable stock distribution or distribution of debt securities.
Any future determination to actually pay dividends or other distributions will be at the discretion of our Board, subject to compliance with applicable law and any contractual provisions, including under agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements, the annual distribution requirements under the REIT provisions of the Code, our REIT taxable income and other factors that our Board deems relevant. Under the Maryland General Corporation Law, we generally may only pay a dividend or other distribution if, after giving effect to the distribution, we would be able to pay our indebtedness as it becomes due in the usual course of business and our total assets exceed our total liabilities.
Critical Accounting Policies and Estimates
As of June 30, 2021, there were no significant changes in or changes in the application of our critical accounting policies or estimates from those presented in the Final Prospectus.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
We are exposed to market risks in the ordinary course of our business. These risks primarily relate to fluctuations in interest rates. Our loans are typically valued using a yield analysis, which is typically performed for non-credit impaired loans to borrowers. Changes in market yields may change the fair value of certain of our loans. Generally, an increase in market yields may result in a decrease in the fair value of certain of our loans, however this is mitigated to the extent our loans bear interest at a floating rate. As of June 30, 2021, a decrease of 50 bps or increase of 50 bps of the market yield would have resulted in a change in unrealized gain / (loss) of approximately $0.4 million and $(0.5) million, respectively. As of June 30, 2021, we had three floating-rate loans, representing approximately 30% of our loan portfolio based on aggregate outstanding principal balances, subject to a weighted average LIBOR floor of approximately 1% with LIBOR quoted as 0.146%. We estimate that a hypothetical 100 basis points increase in LIBOR would result in an increase in annual interest income of approximately $0.1 million and a decrease in LIBOR would not affect our interest income due to the LIBOR floor on our loans. This assumes that the weighted average LIBOR floor of our floating-rate loans remains at approximately 1%.
Potential Impact of LIBOR Transition
The Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rate, or LIBOR, has announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. However, for U.S dollar LIBOR, the relevant date has been deferred to at least June 30, 2023 for certain tenors (including overnight and one, three, six and 12 months), at which time the LIBOR administrator has indicated that it intends to cease publication of U.S. dollar LIBOR. Despite this deferral, the LIBOR administrator has advised that no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. These actions indicate that the continuation of U.S. LIBOR on the current basis cannot and will not be guaranteed after June 30, 2023. Moreover, it is possible that U.S. LIBOR will be discontinued or modified prior to June 30, 2023.
As of June 30, 2021, three of our loans, representing approximately 30% of our loan portfolio based on aggregate outstanding principal balances, paid interest at a variable rate tied to LIBOR. If LIBOR is no longer available, our applicable loan documents generally allow us to choose a new index based upon comparable information. However, if LIBOR is no longer available, we may need to renegotiate some of our agreements to determine a replacement index or rate of interest. There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. As such, the potential effect of any such event on our cost of capital and net investment income cannot yet be determined and any changes to benchmark interest rates could increase our financing costs, which could impact our results of operations, cash flows and the market value of our loans. In addition, the elimination of LIBOR and/or changes to another index could result in mismatches with the interest rate of loans that we are financing.
Changes in Fair Value of Our Assets
We generally hold our target investments as long-term loans; however, we may occasionally classify some of our loans as held for sale. We may carry our loans at fair value or carrying value in our balance sheet. As of June 30, 2021 and December 31, 2020, three and four of our loans held for investment, respectively, were carried at fair value within loans held at fair value in our balance sheets, with changes in fair value recorded through earnings.
We evaluate our loans on a quarterly basis and fair value is determined by our Board through its independent Audit and Valuation Committee. We use an independent third-party valuation firm to provide input in the valuation of all of our unquoted investments, which we consider along with other various subjective and objective factors in making our evaluations.
Our loans are typically valued using a yield analysis, which is typically performed for non-credit impaired loans to borrowers. To determine fair value using a yield analysis, a current price is imputed for the loan based upon an assessment of the expected market yield for a similarly structured loan with a similar level of risk. In the yield analysis, we consider the current contractual interest rate, the maturity and other terms of the loan relative to risk of the borrower and the specific loan. A key determinant of risk, among other things, is the leverage through the loan relative to the enterprise value of the borrower. As loans held by us are substantially illiquid with no active transaction market, we depend on primary market data, including newly funded loans, as well as secondary market data with respect to high-yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable. Changes in market yields may change the fair value of certain of our loans. Generally, an increase in market yields may result in a decrease in the fair value of certain of our loans, however this is mitigated to the extent our loans bear interest at a floating rate.
Due to the inherent uncertainty of determining the fair value of loans that do not have a readily available market value, the fair value of our loans may fluctuate from period to period. Additionally, the fair value of our loans may differ significantly from the values that would have been used had a ready market existed for such loans and may differ materially from the values that we may ultimately realize. Further, such loans are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate our investment in a loan in a forced or liquidation sale, we could realize significantly less than the value at which we had recorded such loan investment.
Changes in Market Interest Rates and Effect on Net Interest Income
Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. We are subject to interest rate risk in connection with our assets and our related financing obligations.
Our operating results depend in large part on differences between the income earned on our assets and our cost of borrowing. The cost of our borrowings generally will be based on prevailing market interest rates. During a period of rising interest rates, our borrowing costs generally will increase (a) while the yields earned on our leveraged fixed-rate loan assets will remain static, and (b) at a faster pace than the yields earned on our leveraged floating-rate loan assets, which could result in a decline in our net interest spread and net interest margin. The severity of any such decline would depend on our asset/liability composition at the time as well as the magnitude and duration of the interest rate increase. Further, an increase in short-term interest rates could also have a negative impact on the market value of our target investments. If any of these events happen, we could experience a decrease in net income or incur a net loss during these periods, which could adversely affect our liquidity and results of operations.
Interest Rate Cap Risk
Through our Manager, we originate both fixed and floating-rate loans and going forward, we intend to have the majority of our loans by aggregate commitments accrue at floating rates. These are assets in which the loans may be subject to periodic and lifetime interest rate caps and floors, which limit the amount by which the asset’s interest yield may change during any given period. However, our borrowing costs pursuant to our financing agreements may not be subject to similar restrictions. Therefore, in a period of increasing interest rates, interest rate costs on our borrowings could increase without limitation by caps, while the interest-rate yields on our floating-rate assets would effectively be limited. In addition, floating-rate assets may be subject to periodic payment caps that result in some portion of the interest being deferred and added to the principal outstanding. This could result in our receipt of cash income from such assets in an amount that is less than the amount that we would need to pay the interest cost on our related borrowings. These factors could lower our net interest income or cause a net loss during periods of rising interest rates, which would harm our financial condition, cash flows and results of operations.
In July 2017, the Financial Conduct Authority announced its intention to phase out LIBOR by the end of 2021 and the IBA recently announced that it will be consulting on plans to extend the cessation date for certain tenors of U.S.-dollar LIBOR until 2023. It is not possible to predict the effect of any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phase out. If LIBOR is no longer available, our applicable loan documents generally allow us to choose a new index based upon comparable information Any of these proposals or consequences could have a material adverse effect on our interest expenses.
Interest Rate Mismatch Risk
We may fund a portion of our origination of loans, or of loans that we may in the future acquire, with borrowings that are based on LIBOR, while the interest rates on these assets may be fixed or indexed to LIBOR or another index rate. Accordingly, any increase in LIBOR will generally result in an increase in our borrowing costs that would not be matched by fixed-rate interest earnings and may not be matched by a corresponding increase in floating-rate interest earnings. Any such interest rate mismatch could adversely affect our profitability, which may negatively impact distributions to our stockholders.
Our analysis of risks is based on our Manager’s experience, estimates, models and assumptions. These analyses rely on models which utilize estimates of fair value and interest rate sensitivity. Actual economic conditions or implementation of decisions by our Manager and our management may produce results that differ significantly from the estimates and assumptions used in our models and the projected results.
Market Conditions
We believe that favorable market conditions, including an imbalance in supply and demand of credit to cannabis operating companies, have provided attractive opportunities for non-bank lenders, such as us, to finance commercial real estate loans and other loans that exhibit strong fundamentals but also require more customized financing structures and loan products than regulated financial institutions can presently provide. Additionally, to the extent that additional states legalize cannabis, our addressable market will increase. While we intend to continue our track record of capitalizing on these opportunities and growing the size of our portfolio, we are aware that the competition for the capital we provide is increasing.
Credit Risk
We are subject to varying degrees of credit risk in connection with our loans and interest receivable. Our Manager seeks to mitigate this risk by seeking to originate loans, and may in the future acquire loans, of higher quality at appropriate prices given anticipated and unanticipated losses, by employing a comprehensive review and selection process and by proactively monitoring originated and acquired loans. Nevertheless, unanticipated credit losses could occur that could adversely impact our operating results.
In June 2016, the FASB issued ASU No. 2016-13, which replaced the incurred loss impairment methodology pursuant to GAAP with a methodology that reflects current expected credit losses (“CECL”) on both the outstanding balances and unfunded commitments on loans held for investment and requires consideration of a broader range of historical experience adjusted for current conditions and reasonable and supportable forecast information to inform credit loss estimates (the “CECL Reserve”). We adopted ASU No. 2016-13 as of July 31, 2020, the date of our commencement of operations. Subsequent period increases and decreases to expected credit losses impact earnings and are recorded within provision for current expected credit losses in our statement of operations. The CECL Reserve related to outstanding balances on loans held for investment required under ASU No. 2016-13 is a valuation account that is deducted from the amortized cost basis of our loans held at carrying value and loans receivable at carrying value in our balance sheet. The CECL Reserve related to unfunded commitments on loans held at carrying value is recorded within accounts payable and other liabilities in our balance sheet. Refer to footnote 6 to our unaudited financial statements included elsewhere in this quarterly report for more information on CECL.
We provide loans to established companies operating in the cannabis industry which involves significant risks, including the risk of strict enforcement against our borrowers of the federal illegality of cannabis, our borrowers’ inability to renew or otherwise maintain their licenses or other requisite authorizations for their cannabis operations, and such loans lack of liquidity, and we could lose all or part of any of our loans.
Our ability to grow or maintain our business depends on state laws pertaining to the cannabis industry. New laws that are adverse to our borrowers may be enacted, and current favorable state or national laws or enforcement guidelines relating to cultivation, production and distribution of cannabis may be modified or eliminated in the future, which would impede our ability to grow and could materially adversely affect our business.
Management’s plan to mitigate risks include monitoring the legal landscape as deemed appropriate. Also, should a loan default or otherwise be seized, we may be prohibited from owning cannabis assets and thus could not take possession of collateral, in which case we would look to sell the loan, which could result in us realizing a loss on the transaction.
Real Estate Risk
Commercial real estate loans are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loan or loans, as the case may be, which could also cause us to suffer losses.
Risk Management
To the extent consistent with maintaining our REIT qualification and our exemption from registration under the Investment Company Act, we seek to manage risk exposure by closely monitoring our portfolio and actively managing the financing, interest rate, credit, prepayment and convexity (a measure of the sensitivity of the duration of a loan to changes in interest rates) risks associated with holding our portfolio of loans. Generally, with the guidance and experience of our Manager:
| • | we manage our portfolio through an interactive process with our Manager and service our self-originated loans through our Manager’s servicer; |
| • | we invest in a mix of floating-rate and fixed-rate loans to mitigate the interest rate risk associated with the financing of our portfolio; |
| • | we actively employ portfolio-wide and asset-specific risk measurement and management processes in our daily operations, including utilizing our Manager’s risk management tools such as software and services licensed or purchased from third-parties and proprietary analytical methods developed by our Manager; and |
| • | we seek to manage credit risk through our due diligence process prior to origination or acquisition and through the use of non-recourse financing, when and where available and appropriate. In addition, with respect to any particular target investment, prior to origination or acquisition our Manager’s investment team evaluates, among other things, relative valuation, comparable company analysis, supply and demand trends, shape-of-yield curves, delinquency and default rates, recovery of various sectors and vintage of collateral. |
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As of the end of the period covered by this quarterly report, we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2021.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended June 30, 2021 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
In the normal course of business, we may be subject to various legal proceedings from time to time. As of June 30, 2021, we were not subject to any material pending legal proceedings.
For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Final Prospectus, included in the Company’s Registration Statement on Form S-11, as amended (SEC File No. 333-257248). There have been no material changes to the risk factors disclosed in the Final Prospectus.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Unregistered Sales of Equity Securities
There were no unregistered sales of equity securities during the six months ended June 30, 2021.
Use of Proceeds
On March 18, 2021, the SEC declared effective our registration statement on Form S-11 (Registration No. 333-251762) (the “IPO Registration Statement”) with respect to our IPO. On March 23, 2021, we completed our IPO of 6,250,000 shares of our common stock at a price of $19.00 per share, raising $118.8 million in gross proceeds. JMP Securities, Ladenburg Thalmann and Seaport Global Securities served as joint book-running managers and Lake Street served as co-manager. The underwriters also exercised their over-allotment option to purchase up to an additional 937,500 shares of common stock at a price of $19.00 per share, which was completed on March 26, 2021, raising $17.8 million in additional gross proceeds. The offering commenced on March 19, 2021 and did not terminate before all of the securities registered in the IPO Registration Statement were sold.
We received net proceeds of approximately $123.9 million from our IPO, including through the exercise of the over-allotment by the underwriters. The underwriting commissions were $8.3 million and $1.2 million, from the closing of the IPO and the over-allotment, respectively. We incurred approximately $3.1 million of expenses in connection with the IPO. All of the underwriting discounts and other expenses were direct or indirect payments to persons other than: (i) our directors, officers or any of their associates; (ii) persons owning ten percent (10%) or more of our common stock; or (iii) our affiliates.
On June 23, 2021, the SEC declared effective our registration statement on Form S-11 (Registration No. 333-257248) (the “Follow-On Registration Statement”) with respect to our follow-on public offering of common stock, in which we registered an aggregate of 3,162,500 shares of our common stock, including 412,500 shares subject to the underwriters’ over-allotment option. On June 28, 2021, we completed our follow-on public offering of 2,750,000 shares of our common stock at a price of $20.50 per share, raising $56,375,000 in gross proceeds. Jefferies, Cowen and JMP Securities served as joint book-running managers. We received net proceeds of approximately $52.6 million from our follow-on public offering. The underwriting commissions were approximately $3.1 million. We incurred approximately $0.7 million of expenses in connection with the follow-on public offering. All of the underwriting discounts and other expenses were direct or indirect payments to persons other than: (i) our directors, officers or any of their associates; (ii) persons owning ten percent (10%) or more of our common stock; or (iii) our affiliates.
As of the date of this quarterly report we have used approximately $84.2 million of the net proceeds to fund loans related to new commitments since the IPO and approximately $11.5 million of the net proceeds to fund previously unfunded commitments. We intend to use the balance of the net proceeds (i) to fund loans related to unfunded commitments to existing borrowers, (ii) to originate and participate in commercial loans to companies operating in the cannabis industry that are consistent with our investment strategy and (iii) for working capital and other general corporate purposes. Until appropriate investments can be identified, we may invest this balance in interest-bearing, short-term investments, including money market accounts or funds, commercial mortgage-backed securities and corporate bonds, which are consistent with the Company’s intention to qualify as a REIT and to maintain our exclusion from registration under the Investment Company Act. None of the proceeds were used to make payments to: (i) our directors, officers or any of their associates; (ii) persons owning ten percent (10%) or more of our common stock; or (iii) our affiliates. There has been no material change in the use of proceeds as described in the Final Prospectus.]
Subsequent to the period ended June 30, 2021, the underwriters partially exercised their over-allotment option to purchase 269,650 shares of the Company’s common stock at a price of $20.50 per share, which was completed on July 6, 2021, raising approximately $5.5 million in additional gross proceeds or $5.2 million in net proceeds after underwriting commissions of approximately $0.3 million. The offering commenced on June 24, 2021 and terminated on July 23, 2021 upon expiration of the underwriters’ over-allotment option and before the sale of all securities registered in the Follow-On Registration Statement were sold.
Repurchases of Common Stock
There were no issuer repurchases of common stock during the quarter ended June 30, 2021.
| Item 3. | Defaults Upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures |
Not applicable.
| Articles of Amendment and Restatement of AFC Gamma, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-11, as amended (File No. 333-251762)). |
| Amended and Restated Bylaws of AFC Gamma, Inc. (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-11, as amended (File No. 333-251762)). |
| Amendment dated May 7, 2021, to the Secured Revolving Credit Agreement, dated August 18, 2020, by and among AFC Gamma, Inc., as borrower, AFC Finance, LLC, as agent, and AFC Finance, LLC and Gamma Lending Holdco LLC, as lenders (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2021). |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| | |
104
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 5, 2021 | |
| | AFC GAMMA, INC. |
| | |
| | By: | | /s/ Leonard M Tannenbaum |
| | | | Leonard M Tannenbaum Chief Executive Officer, Chairman and Director (Principal Executive Officer) |
| | By: | | /s/ Thomas Geoffroy |
| | | | Thomas Geoffroy Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
