LOANS HELD FOR INVESTMENT AT CARRYING VALUE | LOANS HELD FOR INVESTMENT AT CARRYING VALUE As of December 31, 2023 and 2022, the Company’s portfolio included nine loans held at carrying value. The aggregate originated commitment under these loans was approximately $333.1 million and $338.9 million, respectively, and outstanding principal was approximately $314.4 million and $296.6 million, respectively, as of December 31, 2023 and 2022. During the year ended December 31, 2023, the Company funded approximately $59.1 million of new loans and additional principal, had approximately $23.9 million of principal repayments of loans held at carrying value and sold $24.6 million in the aggregate of the Company’s investment in Subsidiary of Public Company M and Private Company I. As of December 31, 2023 and 2022, approximately 84% and 73%, respectively, of the Company’s loans held at carrying value had floating interest rates. As of December 31, 2023, t hese floating benchmark rates included one-month Secured Overnight Financing Rate (“SOFR”) subject to a weighted average floor of 3.3% and quoted at 5.4% and U.S. prime rate subject to a weighted average floor of 5.0% and quoted at 8.5%. The following tables summarize the Company’s loans held at carrying value as of December 31, 2023 and 2022: As of December 31, 2023 Outstanding Principal (1) Original Carrying Value (1) Weighted Average Remaining Life (Years) (2) Senior term loans $ 314,376,929 $ (13,111,531) $ 301,265,398 2.2 Total loans held at carrying value $ 314,376,929 $ (13,111,531) $ 301,265,398 2.2 As of December 31, 2022 Outstanding Principal (1) Original Carrying Value (1) Weighted Average Remaining Life (Years) (2) Senior term loans $ 296,584,529 $ (11,407,417) $ 285,177,112 3.1 Total loans held at carrying value $ 296,584,529 $ (11,407,417) $ 285,177,112 3.1 (1) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted OID and loan origination costs. (2) Weighted average remaining life is calculated based on the carrying value of the loans as of December 31, 2023 and 2022 . The following table presents changes in loans held at carrying value as of and for the year ended December 31, 2023: Principal Original Issue Carrying Value Total loans held at carrying value at December 31, 2022 $ 296,584,529 $ (11,407,417) $ 285,177,112 New fundings 59,088,860 (7,713,475) 51,375,385 Accretion of original issue discount — 4,642,670 4,642,670 Loan repayments (18,600,105) — (18,600,105) Sale of loans (24,606,578) 1,366,691 (23,239,887) PIK interest 7,192,354 — 7,192,354 Loan amortization payments (5,282,131) — (5,282,131) Total loans held at carrying value at December 31, 2023 $ 314,376,929 $ (13,111,531) $ 301,265,398 The following table presents changes in loans held at carrying value as of and for the year ended December 31, 2022: Principal Original Issue Carrying Value Total loans held at carrying value at December 31, 2021 $ 270,841,715 $ (13,678,219) $ 257,163,496 New fundings 173,685,505 (8,035,600) 165,649,905 Accretion of original issue discount — 10,306,402 10,306,402 Loan repayments (138,807,472) — (138,807,472) Sale of loans (10,000,000) — (10,000,000) PIK interest 3,715,966 — 3,715,966 Loan amortization payments (2,851,185) — (2,851,185) Total loans held at carrying value at December 31, 2022 $ 296,584,529 $ (11,407,417) $ 285,177,112 As of December 31, 2023 , the Company had three loans held at carrying value on non-accrual status. As of December 31, 2022, all loans held at carrying value were current and performing. As of May 1, 2023, Private Company I was placed on non-accrual status with an outstanding principal amount of approximately $3.8 million. Subsidiary of Private Company G was placed on non-accrual status from June 1, 2023 to August 31, 2023. In September 2023, a forbearance agreement was entered into with Subsidiary of Private Company G. In exchange for such forbearance, Subsidiary of Private Company G agreed to, among other things, sell certain assets, including certain collateral, the proceeds of which will be applied to the outstanding obligations under the credit agreement with Private Company G, to provide certain additional collateral, and to contribute additional cash equity to be held in escrow by AFC Agent. As amended by the forbearance agreement entered into with Subsidiary of Private Company G, the borrower was required to pay interest of $0.8 million pro rata to the lender group for the month of September and to pay $1.0 million pro rata to the lender group for each of the months of October, November, and December 2023. Subsidiary of Private Company G paid September, October, and November interest in accordance with the terms of the forbearance agreement, which was due October 1, 2023, November 1, 2023, and December 1, 2023, respectively, and the credit facility was restored to accrual status. During the fourth quarter of 2023, AFC Agent received $1.5 million from the sale of some of the collateral assets of Subsidiary of Private Company G, of which approximately $1.3 million was allocated to the Company and applied to the outstanding interest balance. Subsidiary of Private Company G did not make its cash interest payment due January 1, 2024 in arrears for the month of December, and the Company placed the borrower on non-accrual status as of December 1, 2023 with an outstanding principal amount of approximately $79.2 million. Refer to Note 17 to the Company’s consolidated financial statements for more information on Subsidiary of Private Company G forbearance agreement that was entered into subsequent to December 31, 2023 . Subsequent to December 31, 2023, the Company delivered a reservation of rights letter to Private Company K in January 2024 with respect to the occurrence of certain events of default, including the failure to make principal and interest payments when due and deliver monthly statements as required under the credit agreement with Private Company K. In March 2024, the Company entered into a forbearance agreement with Private Company K. Refer to Note 17 to the Company’s consolidated financial statements for more information on the Private Company K forbearance agreement that was entered into subsequent to December 31, 2023 . Private Company K was placed on non-accrual status as of December 1, 2023 with an outstanding principal amount of approximately $13.4 million. A more detailed listing of the Company’s loans held at carrying value portfolio based on information available as of December 31, 2023 is as follows: Collateral Location Collateral Type (1) Outstanding Principal (2) Original Carrying Value (2) Interest Maturity Date (3) Payment Terms (4) Private Co. C PA C, D $ 9,954,630 $ (178,363) $ 9,776,267 19.5 % (5) 12/1/2025 P/I Sub. of Private Co. G NJ, PA C, D 79,215,888 (1,444,847) 77,771,041 18.8 % (6) 5/1/2026 P/I Private Co. K MA C, D 13,445,762 (682,619) 12,763,143 19.4 % (7) 5/3/2027 P/I Private Co. I MD C, D 3,767,454 (50,036) 3,717,418 21.9 % (8) 8/1/2026 P/I Private Co. J MO C, D 21,713,695 (327,993) 21,385,702 19.4 % (9) 9/1/2025 P/I Sub. of Public Co. H CT, IA, IL, ME, MI, NJ, PA C, D 84,000,000 (2,442,615) 81,557,385 14.3 % (10) 1/1/2026 I/O Private Co. L MO, OH C, D 53,000,000 (1,775,625) 51,224,375 13.7 % (11) 5/1/2026 P/I Sub. of Public Co. M IL, MI, MA, NJ, OH, PA C, D 18,822,000 (2,086,024) 16,735,976 9.5 % (12) 8/27/2025 I/O Private Co. M AZ D 30,457,500 (4,123,409) 26,334,091 9.0 % (13) 7/31/2026 P/I Total loans held at carrying value $ 314,376,929 $ (13,111,531) $ 301,265,398 (1) C = Cultivation Facilities, D = Dispensary/Retail Facilities. (2) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted OID and loan origination costs. (3) Certain loans are subject to contractual extension options and may be subject to performance based or other conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities and amend other terms of the loans in connection with loan modifications. (4) I/O = interest-only, P/I = principal and interest. P/I loans may include interest-only periods for a portion of the loan term. (5) Base interest rate of 9.0% plus U.S. prime rate (U.S. prime rate floor of 4.0%) and PIK interest rate of 2.0%. (6) Base interest rate of 10.25% plus U.S. prime rate (U.S. prime rate floor of 4.5%). As amended, 75.0% of the monthly cash interest was paid in kind from December 1, 2022 to May 1, 2023. Subsidiary of Private Company G was placed on non-accrual status from June 1, 2023 to August 31, 2023. In September 2023, a forbearance agreement was entered into with Subsidiary of Private Company G. As amended by the forbearance agreement entered into with Subsidiary of Private Company G, the borrower was required to pay interest of $0.8 million pro rata to the lender group for the month of September and to pay $1.0 million pro rata to the lender group for each of the months of October, November, and December 2023. Subsidiary of Private Company G paid September, October, and November interest in accordance with the terms of the forbearance agreement, which was due October 1, 2023, November 1, 2023 and December 1, 2023, respectively, and the credit facility was restored to accrual status until December 1, 2023. Subsidiary of Private Company G did not make its cash interest payment due January 1, 2024 in arrears for the month of December, and the Company placed the borrower on non-accrual as of December 1, 2023. (7) Base interest rate of 12.0% plus SOFR (SOFR floor of 1.0%) and PIK interest rate of 2.0%. As of December 1, 2023, the Company placed the borrower on non-accrual status. (8) Base interest rate of 12.0% plus SOFR (SOFR floor of 1.0%) and PIK interest rate of 4.5%. As amended, between 50.0% and 60.0% of the monthly cash interest was paid in kind from October 1, 2022 to April 1, 2023 and an additional 5.0% default rate has been applied since May 8, 2023 and the agent on this credit facility has since initiated a foreclosure proceeding. As of May 1, 2023, this loan was placed on non-accrual status. Effective July 2023, the floating interest rate under the credit agreement for Private Company I transitioned from LIBOR to SOFR. (9) Base interest rate of 12.0% plus SOFR (SOFR floor of 1.0%) and PIK interest rate of 2.0%. (10) Base interest rate of 5.8% plus U.S. prime rate (U.S. prime rate floor of 5.5%). (11) Base interest rate of 8.4% plus SOFR (SOFR floor of 5.0%). Effective September 2023, Private Company L transitioned from a fixed interest rate to a floating interest rate tied to SOFR. (12) Base interest rate of 9.5%. (13) Base interest rate of 9.0%. Quarterly cash interest is paid in kind from closing to February 1, 2024 and then payable in cash thereafter. |