Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39995 | |
Entity Registrant Name | AFC GAMMA, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 85-1807125 | |
Entity Address, Address Line One | 525 Okeechobee Blvd., Suite 1650 | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | 561 | |
Local Phone Number | 510-2390 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | AFCG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,457,697 | |
Entity Central Index Key | 0001822523 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Loans held for investment at fair value (cost of $72,573,622 and $100,635,985 at September 30, 2023 and December 31, 2022, respectively, net) | $ 70,010,878 | $ 99,226,051 |
Loans held for investment at carrying value, net | 308,011,076 | 285,177,112 |
Loan receivable held at carrying value, net | 2,040,058 | 2,220,653 |
Current expected credit loss reserve | (14,274,997) | (13,538,077) |
Loans held for investment at carrying value and loan receivable held at carrying value, net of current expected credit loss reserve | 295,776,137 | 273,859,688 |
Cash and cash equivalents | 73,204,542 | 140,372,841 |
Interest receivable | 4,584,002 | 5,257,475 |
Due from affiliate | 1,000,000 | 0 |
Prepaid expenses and other assets | 526,236 | 460,844 |
Total assets | 445,101,795 | 519,176,899 |
Liabilities | ||
Interest reserve | 550,950 | 3,200,944 |
Accrued interest | 2,166,750 | 1,036,667 |
Due to affiliate | 19,714 | 18,146 |
Dividends payable | 9,819,695 | 11,403,840 |
Current expected credit loss reserve | 166,845 | 754,128 |
Accrued management and incentive fees | 3,574,867 | 3,891,734 |
Accrued direct administrative expenses | 1,344,628 | 1,843,652 |
Accounts payable and other liabilities | 821,570 | 836,642 |
Senior notes payable, net | 87,864,345 | 97,131,777 |
Line of credit payable, net | 0 | 60,000,000 |
Total liabilities | 106,329,364 | 180,117,530 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity | ||
Preferred stock, par value $0.01 per share, 10,000 shares authorized at September 30, 2023 and December 31, 2022 and 125 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 1 | 1 |
Common stock, par value $0.01 per share, 50,000,000 shares authorized at September 30, 2023 and December 31, 2022 and 20,457,697 and 20,364,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 204,577 | 203,640 |
Additional paid-in capital | 349,510,418 | 348,817,914 |
Accumulated (deficit) earnings | (10,942,565) | (9,962,186) |
Total shareholders’ equity | 338,772,431 | 339,059,369 |
Total liabilities and shareholders’ equity | $ 445,101,795 | $ 519,176,899 |
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Loans held for investment at cost | $ 72,573,622 | $ 100,635,985 |
Shareholders' Equity | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 10,000 | 10,000 |
Preferred stock, issued (in shares) | 125 | 125 |
Preferred stock, outstanding (in shares) | 125 | 125 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, issued (in shares) | 20,457,697 | 20,364,000 |
Common stock, outstanding (in shares) | 20,457,697 | 20,364,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | ||||
Interest income | $ 16,806,193 | $ 19,785,583 | $ 52,981,867 | $ 60,072,643 |
Interest expense | (1,532,928) | (1,644,088) | (4,776,863) | (5,091,207) |
Net interest income | 15,273,265 | 18,141,495 | 48,205,004 | 54,981,436 |
Expenses | ||||
Management and incentive fees, net (less rebate of $405,276, $432,426, $1,311,501 and $1,307,969, respectively) | 3,574,867 | 3,824,735 | 10,592,579 | 11,873,516 |
General and administrative expenses | 986,772 | 1,050,932 | 4,068,780 | 3,372,813 |
Stock-based compensation | 294,014 | 114,062 | 705,361 | 1,221,482 |
Professional fees | 295,502 | 324,846 | 1,135,977 | 1,017,525 |
Total expenses | 5,151,155 | 5,314,575 | 16,502,697 | 17,485,336 |
Provision for current expected credit losses | (1,053,398) | (541,958) | (149,637) | (3,040,135) |
Realized gains (losses) on investments, net | (1,213,416) | 0 | (1,239,800) | 450,000 |
Gain (loss) on extinguishment of debt | 0 | 0 | 1,986,381 | 0 |
Change in unrealized gains (losses) on loans at fair value, net | 787,799 | (637,279) | (1,152,810) | (1,561,890) |
Net income before income taxes | 8,643,095 | 11,647,683 | 31,146,441 | 33,344,075 |
Income tax expense | 663,220 | 167,164 | 1,005,959 | 349,763 |
Net income | $ 7,979,875 | $ 11,480,519 | $ 30,140,482 | $ 32,994,312 |
Earnings per common share: | ||||
Basic earnings per common share (in dollars per share) | $ 0.39 | $ 0.57 | $ 1.47 | $ 1.67 |
Diluted earnings per common share (in dollars per share) | $ 0.39 | $ 0.57 | $ 1.47 | $ 1.66 |
Weighted average number of common shares outstanding: | ||||
Basic weighted average shares of common stock outstanding (in shares) | 20,324,125 | 20,019,760 | 20,315,162 | 19,687,730 |
Diluted weighted average shares of common stock outstanding (in shares) | 20,342,880 | 20,112,033 | 20,390,385 | 19,780,003 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Expenses | ||||
Management and incentive fees, rebate | $ 405,276 | $ 432,426 | $ 1,311,501 | $ 1,307,969 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 7,979,875 | $ 11,480,519 | $ 30,140,482 | $ 32,994,312 |
Other comprehensive income (loss): | ||||
Reversal of unrealized loss to recognized loss on debt securities available for sale held at fair value | 0 | 0 | 0 | 168,750 |
Total other comprehensive income (loss) | 0 | 0 | 0 | 168,750 |
Total comprehensive income | $ 7,979,875 | $ 11,480,519 | $ 30,140,482 | $ 33,163,062 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Deficit) |
Balance at Dec. 31, 2021 | $ 273,075,174 | $ 1 | $ 163,866 | $ 274,172,934 | $ (168,750) | $ (1,092,877) |
Balance (in shares) at Dec. 31, 2021 | 16,442,812 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, net of offering costs (in shares) | 3,913,230 | |||||
Issuance of common stock, net of offering costs | 73,346,205 | $ 39,694 | 73,306,511 | |||
Stock-based compensation (in shares) | 7,958 | |||||
Stock-based compensation | 1,221,562 | $ 80 | 1,221,482 | |||
Dividends declared on common shares | (33,382,866) | (33,382,866) | ||||
Dividends declared on preferred shares | (7,500) | (7,500) | ||||
Other comprehensive income (loss) | 168,750 | 168,750 | ||||
Net income | 32,994,312 | 32,994,312 | ||||
Balance at Sep. 30, 2022 | 347,415,637 | 1 | $ 203,640 | 348,700,927 | 0 | (1,488,931) |
Balance (in shares) at Sep. 30, 2022 | 20,364,000 | |||||
Balance at Dec. 31, 2021 | 273,075,174 | 1 | $ 163,866 | 274,172,934 | (168,750) | (1,092,877) |
Balance (in shares) at Dec. 31, 2021 | 16,442,812 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends declared on common shares | (33,382,865) | |||||
Balance at Dec. 31, 2022 | $ 339,059,369 | 1 | $ 203,640 | 348,817,914 | 0 | (9,962,186) |
Balance (in shares) at Dec. 31, 2022 | 20,364,000 | 20,364,000 | ||||
Balance at Jun. 30, 2022 | $ 338,200,365 | 1 | $ 197,933 | 339,568,041 | 0 | (1,565,610) |
Balance (in shares) at Jun. 30, 2022 | 19,857,872 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, net of offering costs (in shares) | 506,466 | |||||
Issuance of common stock, net of offering costs | 9,023,889 | $ 5,065 | 9,018,824 | |||
Stock-based compensation (in shares) | (338) | |||||
Stock-based compensation | 114,704 | $ 642 | 114,062 | |||
Dividends declared on common shares | (11,403,840) | (11,403,840) | ||||
Other comprehensive income (loss) | 0 | |||||
Net income | 11,480,519 | 11,480,519 | ||||
Balance at Sep. 30, 2022 | 347,415,637 | 1 | $ 203,640 | 348,700,927 | 0 | (1,488,931) |
Balance (in shares) at Sep. 30, 2022 | 20,364,000 | |||||
Balance at Dec. 31, 2022 | $ 339,059,369 | 1 | $ 203,640 | 348,817,914 | 0 | (9,962,186) |
Balance (in shares) at Dec. 31, 2022 | 20,364,000 | 20,364,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | 93,697 | |||||
Stock-based compensation | $ 693,441 | $ 937 | 692,504 | |||
Dividends declared on common shares | (31,113,361) | (31,113,361) | ||||
Dividends declared on preferred shares | (7,500) | (7,500) | ||||
Other comprehensive income (loss) | 0 | |||||
Net income | 30,140,482 | 30,140,482 | ||||
Balance at Sep. 30, 2023 | $ 338,772,431 | 1 | $ 204,577 | 349,510,418 | 0 | (10,942,565) |
Balance (in shares) at Sep. 30, 2023 | 20,457,697 | 20,457,697 | ||||
Balance at Jun. 30, 2023 | $ 340,318,237 | 1 | $ 204,577 | 349,216,404 | 0 | (9,102,745) |
Balance (in shares) at Jun. 30, 2023 | 20,457,697 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 294,014 | 294,014 | ||||
Dividends declared on common shares | (9,819,695) | (9,819,695) | ||||
Other comprehensive income (loss) | 0 | |||||
Net income | 7,979,875 | 7,979,875 | ||||
Balance at Sep. 30, 2023 | $ 338,772,431 | $ 1 | $ 204,577 | $ 349,510,418 | $ 0 | $ (10,942,565) |
Balance (in shares) at Sep. 30, 2023 | 20,457,697 | 20,457,697 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared on common shares (in dollars per share) | $ 0.48 | $ 0.56 | $ 1.52 | $ 1.67 |
Dividends declared on preferred shares (in dollars per share) | $ 60 | $ 60 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||
Net income | $ 30,140,482 | $ 32,994,312 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Provision for current expected credit losses | 149,637 | 3,040,135 |
Realized (gains) losses on investments, net | 1,239,800 | (450,000) |
(Gain) loss on extinguishment of debt | (1,986,381) | 0 |
Change in unrealized (gains) losses on loans at fair value, net | 1,152,810 | 1,561,890 |
Accretion of deferred loan original issue discount and other discounts | (4,435,186) | (9,710,278) |
Amortization of deferred financing and offering costs | 695,531 | 714,471 |
Stock-based compensation | 693,441 | 1,221,482 |
Payment-in-kind interest | (9,404,473) | (5,051,007) |
Changes in operating assets and liabilities | ||
Interest receivable | 673,473 | (29,742) |
Prepaid expenses and other assets | (79,474) | 217,685 |
Interest reserve | (4,149,994) | 894,159 |
Accrued interest | 1,130,083 | 1,403,993 |
Accrued management and incentive fees, net | (316,867) | 1,001,691 |
Accrued direct administrative expenses | (499,024) | 27,209 |
Accounts payable and other liabilities | (13,504) | (379,934) |
Net cash provided by (used in) operating activities | 14,990,354 | 27,456,066 |
Cash flows from investing activities: | ||
Issuance of and fundings on loans | (51,757,225) | (127,248,748) |
Proceeds from sales of loans | 21,312,827 | 10,600,000 |
Sale of available-for-sale debt securities | 0 | 15,900,000 |
Due from affiliate | (1,000,000) | 0 |
Principal repayment of loans | 49,953,251 | 32,227,904 |
Net cash provided by (used in) investing activities | 18,508,853 | (68,520,844) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 0 | 75,057,650 |
Payment of offering costs - equity offering | 0 | 1,711,365 |
Payment of financing costs | (225,000) | 0 |
Borrowings on revolving credit facility | 21,000,000 | 0 |
Dividends paid to common and preferred shareholders | (32,705,006) | (30,207,932) |
Repayment of senior notes | (7,737,500) | 0 |
Repayment on revolving credit facility | (81,000,000) | (75,000,000) |
Net cash provided by (used in) financing activities | (100,667,506) | (31,861,647) |
Net (decrease) increase in cash and cash equivalents | (67,168,299) | (72,926,425) |
Cash and cash equivalents, beginning of period | 140,372,841 | 109,246,048 |
Cash and cash equivalents, end of period | 73,204,542 | 36,319,623 |
Supplemental disclosure of non-cash activity: | ||
Interest reserve withheld from funding of loans | 1,500,000 | 450,000 |
OID withheld from funding of loans | 7,398,475 | 5,607,675 |
Change in other comprehensive income (loss) during the period | 0 | 168,750 |
Dividends declared and not yet paid | 9,819,695 | 11,403,840 |
Supplemental information: | ||
Interest paid during the period | 2,951,250 | 2,972,743 |
Income taxes paid during the period | 1,078,959 | 41,287 |
Line of Credit | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Amortization of deferred financing and offering costs | 212,833 | 222,255 |
2027 Senior Notes | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Amortization of deferred financing and offering costs | $ 482,698 | $ 492,216 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION AFC Gamma, Inc. (the “Company” or “AFCG”) is an institutional lender to the commercial real estate sector that was founded in July 2020 by a veteran team of investment professionals. The Company primarily originates, structures, underwrites, invests in and manages senior secured commercial real estate loans and other types of loans and debt securities, with a specialization in loans to cannabis industry operators in states that have legalized medical and/or adult-use cannabis. The Company is a Maryland corporation and completed its initial public offering (the “IPO”) in March 2021. The Company is externally managed by AFC Management, LLC, a Delaware limited liability company (the Company’s “Manager”), pursuant to the terms of the Amended and Restated Management Agreement, dated January 14, 2021, between the parties (as amended from time to time, the “Management Agreement”). The Company’s wholly-owned subsidiary, AFCG TRS1, LLC, a Delaware limited liability company (“TRS1”), operates as a taxable real estate investment trust subsidiary (a “TRS”). TRS1 began operating in July 2021, and the financial statements of TRS1 have been consolidated within the Company’s consolidated financial statements beginning with the quarter ended September 30, 2021. The Company operates in one operating segment and is primarily focused on financing senior secured loans and other types of loans primarily to (i) senior secured loans to cannabis industry operators in states where medical and/or adult-use cannabis is legal and (ii) secured loans to commercial real estate owners, operators and related businesses. These loans are generally held for investment and are secured, directly or indirectly, by real estate, equipment, the value associated with licenses (where applicable) and/or other assets of borrowers depending on the applicable laws and regulations governing such borrowers. The Company has elected to be taxed as a real estate investment trust (“REIT”) for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). The Company generally will not be subject to United States federal income taxes on its REIT taxable income as long as it annually distributes all of its REIT taxable income prior to the deduction for dividends paid to shareholders and complies with various other requirements as a REIT. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and results of operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC. Refer to Note 2 to the Company’s Annual Report on Form 10-K for a description of the Company’s significant accounting policies. The Company has included disclosures below regarding basis of presentation and other accounting policies that (i) are required to be disclosed quarterly, (ii) have material changes or (iii) the Company views as critical as of the date of this report. Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the rules and regulations of the SEC applicable to interim financial information and include the accounts of the Company, and its wholly-owned subsidiaries. The unaudited interim consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. All intercompany balances and transactions have been eliminated in consolidation. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2023. Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant estimates include the valuation of loans held for investment at fair value and current expected credit losses (“CECL”). Recent Accounting Pronouncements In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 - 06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC’s regulations. The Company is currently evaluating the provisions of the amendments and the impact on the Company’s future consolidated financial statements. |
LOANS HELD FOR INVESTMENT AT FA
LOANS HELD FOR INVESTMENT AT FAIR VALUE | 9 Months Ended |
Sep. 30, 2023 | |
LOANS HELD FOR INVESTMENT AT FAIR VALUE [Abstract] | |
LOANS HELD FOR INVESTMENT AT FAIR VALUE | LOANS HELD FOR INVESTMENT AT FAIR VALUE As of September 30, 2023 and December 31, 2022, the Company’s portfolio included two and three loans held at fair value, respectively. The aggregate originated commitment under these loans was approximately $94.2 million and $104.3 million, respectively, and outstanding principal was approximately $73.0 million and $102.4 million as of September 30, 2023 and December 31, 2022, respectively. For the nine months ended September 30, 2023, the Company funded approximately $1.9 million of additional principal and had approximately $33.0 million of principal repayments of loans held at fair value. As of September 30, 2023 and December 31, 2022, none of the Company’s loans held at fair value had floating interest rates. The following tables summarize the Company’s loans held at fair value as of September 30, 2023 and December 31, 2022: As of September 30, 2023 Fair Value (1) Carrying Value (2) Outstanding Principal (2) Weighted Average Remaining Life (Years) (3)(4) Senior term loans $ 70,010,878 $ 72,573,622 $ 73,005,930 0.6 Total loans held at fair value $ 70,010,878 $ 72,573,622 $ 73,005,930 0.6 As of December 31, 2022 Fair Value (1) Carrying Value (2) Outstanding Principal (2) Weighted Average Remaining Life (Years) (3) Senior term loans $ 99,226,051 $ 100,635,985 $ 102,376,546 1.2 Total loans held at fair value $ 99,226,051 $ 100,635,985 $ 102,376,546 1.2 (1) Refer to Note 14 to the Company's unaudited interim consolidated financial statements. (2) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted original issue discount (“OID”) and loan origination costs. (3) Weighted average remaining life is calculated based on the fair value of the loans as of September 30, 2023 and December 31, 2022. (4) As of September 30, 2023, the weighted average remaining life only reflects the remaining life of the Private Company A Credit Facility. The following table presents changes in loans held at fair value as of and for the nine months ended September 30, 2023: Principal Original Issue Unrealized Gains (Losses) Fair Value Total loans held at fair value at December 31, 2022 $ 102,376,546 $ (1,740,561) $ (1,409,934) $ 99,226,051 Realized gains (losses) on loans at fair value, net (1,213,416) — — (1,213,416) Change in unrealized gains (losses) on loans at fair value, net — — (1,152,810) (1,152,810) New fundings 1,881,840 — — 1,881,840 Accretion of original issue discount — 1,308,253 — 1,308,253 Loan repayments (33,032,561) — — (33,032,561) PIK interest 2,993,521 — — 2,993,521 Total loans held at fair value at September 30, 2023 $ 73,005,930 $ (432,308) $ (2,562,744) $ 70,010,878 In September 2023, the credit facility with Public Company A matured without repayment. The agent on the credit facility has placed the borrower in default, and the Company has recorded a realized loss of approximately $(1.2) million. A more detailed listing of the Company’s loans held at fair value portfolio based on information available as of September 30, 2023 is as follows: Collateral Location Collateral Type (1) Fair Value (2) Carrying Value (3) Outstanding Principal (3) Interest Maturity Date (4) Payment Terms (5) Private Co. A AZ, MI, MA, NM C, D $ 52,722,454 $ 54,249,907 $ 54,682,215 15.7 % (6) 5/8/2024 P/I Private Co. B MI C, D 17,288,424 18,323,715 18,323,715 18.7 % (7) 9/1/2023 P/I Total loans held at fair value $ 70,010,878 $ 72,573,622 $ 73,005,930 (1) C = Cultivation Facilities, D = Dispensary/Retail Facilities. (2) Refer to Note 14 to the Company’s unaudited interim consolidated financial statements. (3) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of OID and loan origination costs. (4) 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. (5) I/O = interest-only, P/I = principal and interest. P/I loans may include interest-only periods for a portion of the loan term. (6) Base weighted average interest rate of 13.0% and payment-in-kind (“PIK”) weighted average interest rate of 2.7%. In October 2023, AFC Agent delivered a notice of default to Private Company A based on certain financial and other covenant defaults and began charging additional default interest of 5.0%, beginning as of July 1, 2023, in accordance with the terms of the Private Company A Credit Facility. (7) The maturity date passed on the credit facility to Private Company B without repayment. The agent on the credit facility sent the borrower a notice of default and placed the borrower in receivership to maintain the borrower’s operations that were disrupted as a result of a management dispute. The Company has been in discussions with the borrower regarding refinancing the credit facility and with the receiver regarding a potential sale of the business in order to repay the loan. Until the loan is repaid, the borrower is obligated to pay interest at a base weighted average interest rate of 14.7% and PIK interest rate of 4.0%, plus a default interest rate of 4.0%. As amended by the forbearance and modification agreement entered into with Private Company B in February 2023, the 4.0% default interest rate is applicable from January 15, 2023 and is paid in kind. Outstanding principal balance also includes a protective advance of approximately $0.2 million made in September 2023 to cover certain expenses and was repaid in November 2023. Interest on the protective advance is calculated at the same rate as standard monthly cash interest and PIK interest, plus default interest. |
LOANS HELD FOR INVESTMENT AT CA
LOANS HELD FOR INVESTMENT AT CARRYING VALUE | 9 Months Ended |
Sep. 30, 2023 | |
LOANS HELD FOR INVESTMENT AT CARRYING VALUE [Abstract] | |
LOANS HELD FOR INVESTMENT AT CARRYING VALUE | LOANS HELD FOR INVESTMENT AT CARRYING VALUE As of September 30, 2023 and December 31, 2022, the Company’s portfolio included nine loans held at carrying value. The aggregate originated commitment under these loans was approximately $335.1 million and $338.9 million, respectively, and outstanding principal was approximately $322.7 million and $296.6 million, respectively, as of September 30, 2023 and December 31, 2022. During the nine months ended September 30, 2023, the Company funded approximately $59.1 million of new loans and additional principal, had approximately $16.7 million of principal repayments of loans held at carrying value and sold $22.6 million in the aggregate of the Company’s investment in Subsidiary of Public Company M and Private Company I. As of September 30, 2023 and December 31, 2022, approximately 84% and 73%, respectively, of the Company’s loans held at carrying value had floating interest rates. As of September 30, 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 5.3% and U.S. prime rate subject to a weighted average floor of 4.9% and quoted at 8.5%. The following tables summarize the Company’s loans held at carrying value as of September 30, 2023 and December 31, 2022: As of September 30, 2023 Outstanding Principal (1) Original Carrying Value (1) Weighted Average Remaining Life (Years) (2) Senior term loans $ 322,737,668 $ (14,726,592) $ 308,011,076 2.5 Total loans held at carrying value $ 322,737,668 $ (14,726,592) $ 308,011,076 2.5 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 September 30, 2023 and December 31, 2022. The following table presents changes in loans held at carrying value as of and for the nine months ended September 30, 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 — 3,126,933 3,126,933 Loan repayments (12,676,917) — (12,676,917) Sale of loans (22,606,578) 1,267,367 (21,339,211) PIK interest 6,410,952 — 6,410,952 Loan amortization payments (4,063,178) — (4,063,178) Total loans held at carrying value at September 30, 2023 $ 322,737,668 $ (14,726,592) $ 308,011,076 As of September 30, 2023 , the Company had one loan held at carrying value on non-accrual status. 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 must pay $1.0 million pro rata to the lender group for each of the months of October, November, and December. Subsidiary of Private Company G paid September and October interest in accordance with the terms of the forbearance agreement, which was due October 1, 2023 and November 1, 2023, respectively, and the credit facility was restored to accrual status. A more detailed listing of the Company’s loans held at carrying value portfolio based on information available as of September 30, 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 $ 15,023,186 $ (289,545) $ 14,733,641 19.5 % (5) 12/1/2025 P/I Sub. of Private Co. G MO, NJ, PA C, D 80,625,124 (1,544,492) 79,080,632 18.8 % (6) 5/1/2026 P/I Private Co. K MA C, D 13,378,015 (715,917) 12,662,098 19.3 % (7) 5/3/2027 P/I Private Co. I MD C, D 3,767,454 (50,036) 3,717,418 21.8 % (8) 8/1/2026 P/I Private Co. J MO C, D 22,121,889 (377,191) 21,744,698 21.3 % (9) 9/1/2025 P/I Sub. of Public Co. H CT, IA, IL, ME, MI, NJ, PA C, D 84,000,000 (2,747,942) 81,252,058 14.3 % (10) 1/1/2026 I/O Private Co. L MO, OH C, D 53,000,000 (1,965,871) 51,034,129 13.7 % (11) 5/1/2026 P/I Sub. of Public Co. M IL, MI, MA, NJ, OH, PA C, D 20,822,000 (2,513,150) 18,308,850 9.5 % (12) 8/27/2025 I/O Private Co. M AZ D 30,000,000 (4,522,448) 25,477,552 9.0 % (13) 7/31/2026 P/I Total loans held at carrying value $ 322,737,668 $ (14,726,592) $ 308,011,076 (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 must pay $1.0 million pro rata to the lender group for each of the months of October, November, and December. Subsidiary of Private Company G paid September and October interest in accordance with the terms of the forbearance agreement, which was due October 1, 2023 and November 1, 2023, respectively, and the credit facility was restored to accrual status. Outstanding principal balance also includes a protective advance of approximately $1.6 million made in September 2023 to cover certain construction expenses and was repaid in October 2023. Interest on the protective advance is calculated at the same rate as standard monthly cash interest, plus an additional 5.0% default interest rate. (7) Base interest rate of 12.0% plus SOFR (SOFR floor of 1.0%) and PIK interest rate of 2.0%. (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 4.0%. (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. |
LOAN RECEIVABLE HELD AT CARRYIN
LOAN RECEIVABLE HELD AT CARRYING VALUE | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
LOAN RECEIVABLE HELD AT CARRYING VALUE | LOAN RECEIVABLE HELD AT CARRYING VALUE As of September 30, 2023 and December 31, 2022, the Company’s portfolio included one loan receivable held at carrying value. The originated commitment under this loan was $4.0 million and outstanding principal was approximately $2.0 million and $2.2 million as of September 30, 2023 and December 31, 2022, respectively. During the nine months ended September 30, 2023, the Company had approximately $0.2 million of principal repayments of loan receivable held at carrying value. The following table presents changes in loans receivable as of and for the nine months ended September 30, 2023: Principal Original Issue Carrying Total loan receivable held at carrying value at December 31, 2022 $ 2,222,339 $ (1,686) $ 2,220,653 Loan repayments (180,595) — (180,595) Total loan receivable held at carrying value at September 30, 2023 $ 2,041,744 $ (1,686) $ 2,040,058 As of September 30, 2023 , the Company had one loan receivable held at carrying value on non-accrual status with an outstanding principal amount of approximately $2.0 million. |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES | 9 Months Ended |
Sep. 30, 2023 | |
Credit Loss [Abstract] | |
CURRENT EXPECTED CREDIT LOSSES | CURRENT EXPECTED CREDIT LOSSES The Company estimates its 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 the “CECL Reserve” using a model that considers multiple datapoints and methodologies that may include the likelihood of default and expected loss given default for each individual loan, discounted cash flows (“DCF”), and other inputs which may include the risk rating of the loan, how recently the loan was originated compared to the measurement date, and expected prepayment if applicable. Calculation of the CECL Reserve requires loan specific data, which may include fixed charge coverage ratio, loan-to-value, property type and geographic location. Estimating the CECL Reserve also requires significant judgment with respect to various factors, including but not limited to (i) the appropriate historical loan loss reference data, (ii) the expected timing of loan repayments, (iii) calibration of the likelihood of default to reflect the risk characteristics of the Company’s loan portfolio and (iv) the Company’s current and future view of the macroeconomic environment. The Company may consider loan-specific qualitative factors on certain loans to estimate its CECL Reserve, which may include (i) whether cash from the borrower’s operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and (iii) the liquidation value of collateral. For loans where the Company has deemed the borrower/sponsor to be experiencing financial difficulty, the Company may elect to apply a practical expedient in which the fair value of the underlying collateral is compared to the amortized cost of the loan in determining a specific CECL allowance. In order to estimate the future expected loan losses relevant to the Company’s portfolio, the Company may consider historical market loan loss data provided by a third-party data service. The third party’s loan database includes historical loss data for commercial mortgage-backed securities (“CMBS”), which the Company believes is a reasonably comparable and available data set to its type of loans. As of September 30, 2023 and December 31, 2022, the Company’s CECL Reserve for its loans held at carrying value and loan receivable held at carrying value is approximately $14.4 million and $14.3 million, respectively, or 4.66% and 4.97%, respectively, of the Company’s total loans held at carrying value and loan receivable held at carrying value of approximately $310.1 million and $287.4 million, respectively, and is bifurcated between the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value and loan receivable held at carrying value of approximately $14.3 million and $13.5 million, respectively, and a liability for unfunded commitments of approximately $0.2 million and $0.8 million, respectively. The liability was based on the unfunded portion of the loan commitment over the full contractual period over which the Company is 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. Activity related to the CECL Reserve for outstanding balances and unfunded commitments on the Company’s loans held at carrying value and loan receivable held at carrying value as of and for the three and nine months ended September 30, 2023 was as follows: Outstanding (1) Unfunded (2) Total Balance at June 30, 2023 $ 13,129,270 $ 259,174 $ 13,388,444 Provision for current expected credit losses 1,145,727 (92,329) 1,053,398 Write-offs — — — Recoveries — — — Balance at September 30, 2023 $ 14,274,997 $ 166,845 $ 14,441,842 Outstanding (1) Unfunded (2) Total Balance at December 31, 2022 $ 13,538,077 $ 754,128 $ 14,292,205 Provision for current expected credit losses 736,920 (587,283) 149,637 Write-offs — — — Recoveries — — — Balance at September 30, 2023 $ 14,274,997 $ 166,845 $ 14,441,842 (1) As of September 30, 2023 and December 31, 2022, the CECL Reserve related to outstanding balances on loans held at carrying value and loan receivable held at carrying value is recorded within current expected credit loss reserve in the Company’s consolidated balance sheets. (2) As of September 30, 2023 and December 31, 2022, the CECL Reserve related to unfunded commitments on loans held at carrying value is recorded within current expected credit loss reserve as a liability in the Company’s consolidated balance sheets. The Company continuously evaluates the credit quality of each loan by assessing the risk factors of each loan and assigning a risk rating based on a variety of factors. Risk factors include property type, geographic and local market dynamics, physical condition, projected cash flow, loan structure and exit plan, loan-to-value ratio, fixed charge coverage ratio, project sponsorship, and other factors deemed necessary. Based on a 5-point scale, the Company’s loans are rated “1” through “5,” from less risk to greater risk, which ratings are defined as follows: Rating Definition 1 Very Low Risk — Materially exceeds performance metrics included in original or current credit underwriting and business plan 2 Low Risk — Collateral and business performance exceeds substantially all performance metrics included in original or current credit underwriting and business plan 3 Medium Risk — Collateral and business performance meets, or is on track to meet underwriting expectations; business plan is met or can reasonably be achieved 4 High Risk/ Potential for Loss — Collateral performance falls short of underwriting, material differences from business plans, defaults may exist, or may soon exist absent material improvement. Risk of recovery of interest exists 5 Impaired/ Loss Likely — Performance is significantly worse than underwriting with major variances from business plan observed. Loan covenants or financial milestones have been breached; exit from loan or refinancing is uncertain. Full recovery of principal is unlikely The risk ratings are primarily based on historical data as well as taking into account future economic conditions. As of September 30, 2023, the carrying value, excluding the CECL Reserve, of the Company’s loans held at carrying value and loan receivable held at carrying value within each risk rating by year of origination is as follows: Risk Rating: 2023 2022 2021 2020 Total 1 $ — $ — $ — $ — $ — 2 — — — — — 3 25,477,552 82,005,077 102,996,756 14,733,641 225,213,026 4 — — 82,798,050 — 82,798,050 5 — — — 2,040,058 2,040,058 Total $ 25,477,552 $ 82,005,077 $ 185,794,806 $ 16,773,699 $ 310,051,134 |
INTEREST RECEIVABLE
INTEREST RECEIVABLE | 9 Months Ended |
Sep. 30, 2023 | |
Interest Receivable and Other Assets [Abstract] | |
INTEREST RECEIVABLE | INTEREST RECEIVABLE The following table summarizes the interest receivable by the Company as of September 30, 2023 and December 31, 2022: As of As of Interest receivable $ 3,733,028 $ 3,722,134 PIK receivable 825,974 1,409,678 Unused fees receivable 25,000 125,663 Total interest receivable $ 4,584,002 $ 5,257,475 |
INTEREST RESERVE
INTEREST RESERVE | 9 Months Ended |
Sep. 30, 2023 | |
INTEREST RESERVE [Abstract] | |
INTEREST RESERVE | INTEREST RESERVE At September 30, 2023 and December 31, 2022, the Company had one and three loans, respectively, that included a loan-funded interest reserve. For the three and nine months ended September 30, 2023, approximately $0.6 million and $4.2 million, respectively, of aggregate interest income was earned and disbursed from the interest reserves. For the three and nine months ended September 30, 2022, approximately $3.0 million and $8.6 million, respectively, of aggregate interest income was earned and disbursed from the interest reserves. The following table presents changes in interest reserve as of and for the three and nine months ended September 30, 2023 and 2022: Three months ended Nine months ended 2023 2022 2023 2022 Beginning reserves $ 1,130,541 $ 5,186,615 $ 3,200,944 $ 4,782,271 New reserves — 3,970,958 1,526,065 9,970,958 Reserves disbursed (579,591) (3,031,143) (4,176,059) (8,626,799) Ending reserves $ 550,950 $ 6,126,430 $ 550,950 $ 6,126,430 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Revolving Credit Facility On April 29, 2022, the Company entered into the Loan and Security Agreement (the “Revolving Credit Agreement”) by and among the Company, the other loan parties from time to time party thereto, the lenders party thereto, and the lead arranger, bookrunner and administrative agent party thereto, pursuant to which, the Company obtained a $60.0 million senior secured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility has a maturity date of April 29, 2025. The Revolving Credit Facility contains aggregate commitments of $60.0 million from two FDIC-insured banking institutions (which may be increased to up to $100.0 million in aggregate, subject to available borrowing base and additional commitments) which may be borrowed, repaid and redrawn, subject to a borrowing base based on eligible loan obligations held by the Company and subject to the satisfaction of other conditions provided under the Revolving Credit Facility. Interest is payable on the Revolving Credit Facility at the greater of (1) the applicable base rate plus 0.50% and (2) 4.50%, as provided in the Revolving Credit Agreement, payable in cash in arrears. During the year ended December 31, 2022, t he Company incurred a one-time commitment fee expense of approximately $0.5 million, which was included in prepaid expenses and other assets on the Company’s consolidated balance sheets and amortized over the life of the facility. Commencing on the six-month anniversary of the closing date, the Revolving Credit Facility has an unused line fee of 0.25% per annum, payable semi-annually in arrears, which is included within interest expense in the Company’s unaudited interim consolidated statements of operations. Based on the terms of the Revolving Credit Agreement, the Company’s estimated average cash balance will exceed the minimum balance required to waive the unused line fee and as such, the Company did not incur an unused line fee for the three months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the outstanding loan balance under the Revolving Credit Facility was $0.0 million and $60.0 million, respectively. All borrowings that were previously outstanding as of December 31, 2022 were repaid in full on January 3, 2023. During the third quarter of 2023, the Company drew $21.0 million under the Revolving Credit Facility, which was repaid prior to the end of the third quarter of 2023. The obligations of the Company under the Revolving Credit Facility are secured by certain assets of the Company comprising of or relating to loan obligations designated for inclusion in the borrowing base. In addition, the Company is subject to various financial and other covenants, including: (1) liquidity of at least $5.0 million, (2) annual debt service coverage of at least 1.5 to 1.0 and (3) secured debt not to exceed 25% of total consolidated assets of the Company and its subsidiaries. Termination of AFC Finance Revolving Credit Facility In July 2020, the Company obtained a secured revolving credit line (the “AFCF Revolving Credit Facility”) from AFC Finance, LLC and Gamma Lending HoldCo LLC, each affiliates of the Company’s management, secured by the assets of the Company. The AFCF Revolving Credit Facility originally had a loan commitment of $40.0 million at an interest rate of 8% per annum, payable in cash in arrears. The maturity date of the AFCF Revolving Credit Facility was the earlier of (i) July 31, 2021 and (ii) the date of the closing of any credit facility where the proceeds are incurred to refund, refinance or replace the AFCF Revolving Credit Agreement, in accordance with terms of the credit agreement governing the AFCF Revolving Credit Facility (the “AFCF Revolving Credit Agreement”). On May 7, 2021, the Company amended the AFCF Revolving Credit Agreement (the “First Amendment”). The First Amendment (i) increased the loan commitment from $40.0 million to $50.0 million, (ii) decreased the interest rate from 8% per annum to 6% per annum, (iii) removed Gamma Lending HoldCo LLC as a lender and (iv) extended the maturity date from July 31, 2021 to the earlier of (A) December 31, 2021 or (B) the date of the closing of any refinancing credit facility. On November 3, 2021, the Company entered into the Second Amendment to the AFCF Revolving Credit Agreement (the “Second Amendment”). Under the Second Amendment, payments to AFC Finance, LLC for interest, commitment fees and unused fees (net applicable taxes) were required to be paid directly or indirectly through AFC Finance, LLC to charitable organizations designated by AFC Finance, LLC. The Second Amendment also (i) increased the loan commitment from $50.0 million to $75.0 million, (ii) decreased the interest rate from 6% per annum to 4.75% per annum, (iii) introduced a one-time commitment fee of 0.25%, to be paid in three equal quarterly installments, and an unused line fee of 0.25% per annum, to be paid quarterly in arrears, (iv) provided an optional buyout provision for the holders of the 2027 Senior Notes upon an event of default under the AFCF Revolving Credit Agreement and (v) extended the fixed element of the maturity date from December 31, 2021 to September 30, 2022. Pursuant to the Second Amendment, the Company incurred a one-time commitment fee expense of approximately $0.2 million in November 2021, payable in three quarterly installments that began in the first quarter of 2022, which was amortized over the life of the loan. On April 29, 2022, upon the Company’s entry into the Revolving Credit Facility, the Company terminated the AFCF Revolving Credit Agreement. In connection with the termination, the Company paid the remaining amount of the commitment fee outstanding of approximately $0.1 million and accelerated the remaining deferred financing costs of approximately $0.1 million in the second quarter of 2022. There were no other payments, premiums or penalties required to be paid in connection with the termination. 2027 Senior Notes On November 3, 2021, the Company issued $100.0 million in aggregate principal amount of senior unsecured notes due in May 2027 (the “2027 Senior Notes”). The 2027 Senior Notes accrue interest at a rate of 5.75% per annum. Interest on the 2027 Senior Notes is due semi-annually on May 1 and November 1 of each year, which began on May 1, 2022. The net proceeds from the offering were approximately $97.0 million, after deducting the initial purchasers’ discounts and commissions and estimated offering fees and expenses payable by the Company. The Company used the proceeds from the issuance of the 2027 Senior Notes (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 the Company’s investment strategy and (iii) for working capital and other general corporate purposes. The terms of the 2027 Senior Notes are governed by an indenture, dated November 3, 2021, among us, as issuer, and TMI Trust Company, as trustee (the “Indenture”). Under the Indenture, the Company is required to cause all of its existing and future subsidiaries to guarantee the 2027 Senior Notes, other than certain immaterial subsidiaries as set forth in the Indenture. Subsequent to the Company’s investment in the senior secured loan to Private Company I being transferred to TRS1 on April 1, 2022, TRS1 was added as a subsidiary guarantor under the Indenture. As of September 30, 2023, the 2027 Senior Notes are guaranteed by TRS1. Prior to February 1, 2027, the Company may redeem the 2027 Senior Notes in whole or in part, at a price equal to the greater of 100% of the principal amount of the 2027 Senior Notes being redeemed or a make-whole premium set forth in the Indenture, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. On or after February 1, 2027, we may redeem the 2027 Senior Notes in whole or in part at a price equal to 100% of the principal amount of the 2027 Senior Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The Indenture also requires us to offer to purchase all of the 2027 Senior Notes at a purchase price equal to 101% of the principal amount of the 2027 Senior Notes, plus accrued and unpaid interest if a “change of control triggering event” (as defined in the Indenture) occurs. The Indenture contains customary terms and restrictions, subject to a number of exceptions and qualifications, including restrictions on the Company’s ability to (1) incur additional indebtedness unless the Annual Debt Service Charge (as defined in the Indenture) is no less than 1.5 to 1.0, (2) incur or maintain total debt in an aggregate principal amount greater than 60% of the Company’s consolidated Total Assets (as defined in the Indenture), (3) incur or maintain secured debt in an aggregate principal amount greater than 25% of the Company’s consolidated Total Assets (as defined in the Indenture), and (4) merge, consolidate or sell substantially all of the Company’s assets. In addition, the Indenture also provides for customary events of default. If any event of default occurs, any amount then outstanding under the Indenture may immediately become due and payable. These events of default are subject to a number of important exceptions and qualifications set forth in the Indenture. During the nine months ended September 30, 2023 , the Company repurchased $10.0 million in principal amount of the Company’s 2027 Senior Notes at 77.4% of par value, plus accrued interest. This resulted in a gain on extinguishment of debt of approximately $2.0 million, recorded within the unaudited interim consolidated statements of operations. As of September 30, 2023 , the Company had $90.0 million in principal amount of the 2027 Senior Notes outstanding. The 2027 Senior Notes are due on May 1, 2027. Scheduled principal payments on the 2027 Senior Notes as of September 30, 2023 are as follows: 2027 Senior Notes Year 2023 (remaining) $ — 2024 — 2025 — 2026 — 2027 90,000,000 Thereafter — Total principal $ 90,000,000 The following tables reflect a summary of interest expense incurred during the three and nine months ended September 30, 2023 and 2022: Three months ended 2027 Senior Notes Revolving Credit Facility AFCF Revolving Credit Facility Total Borrowings Interest expense $ 1,293,750 $ 10,500 $ — $ 1,304,250 Unused fee expense — (26,667) — (26,667) Amortization of deferred financing costs 158,964 96,381 — 255,345 Total interest expense $ 1,452,714 $ 80,214 $ — $ 1,532,928 Three months ended 2027 Senior Notes Revolving Credit Facility AFCF Revolving Credit Facility Total Borrowings Interest expense $ 1,437,500 $ — $ — $ 1,437,500 Unused fee expense — — — — Amortization of deferred financing costs 166,458 40,130 — 206,588 Total interest expense $ 1,603,958 $ 40,130 $ — $ 1,644,088 Nine months ended 2027 Senior Notes Revolving Credit Facility AFCF Revolving Credit Facility Total Borrowings Interest expense $ 3,996,250 $ 37,167 $ — $ 4,033,417 Unused fee expense — 47,915 — 47,915 Amortization of deferred financing costs 482,698 212,833 — 695,531 Total interest expense $ 4,478,948 $ 297,915 $ — $ 4,776,863 Nine months ended 2027 Senior Notes Revolving Credit Facility AFCF Revolving Credit Facility Total Borrowings Interest expense $ 4,296,527 $ — $ 19,792 $ 4,316,319 Unused fee expense — — 60,417 60,417 Amortization of deferred financing costs 492,216 67,610 154,645 714,471 Total interest expense $ 4,788,743 $ 67,610 $ 234,854 $ 5,091,207 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES As of September 30, 2023 and December 31, 2022, the Company had the following commitments to fund various investments: As of As of Total original loan commitments $ 433,239,913 $ 447,101,864 Less: drawn commitments (423,239,913) (401,476,418) Total undrawn commitments $ 10,000,000 $ 45,625,446 The Company from time to time may be a party to litigation in the normal course of business. As of September 30, 2023, the Company is not aware of any legal claims that could materially impact its business, financial condition or results of operations. On March 17, 2023, the Company appointed Brandon Hetzel to serve as its Chief Financial Officer and Treasurer in place of Brett Kaufman, effective as of such date, with Mr. Kaufman’s employment with AFC Management, LLC, the Company’s external manager (the “Manager”), terminated, effective as of April 17, 2023 (the “Separation Date”). In connection with his termination, Mr. Kaufman will receive (i) twelve twelve one September 30, 2023, the Company recorded approximately $0.7 million in severance expense, recorded within general and administrative expenses within the unaudited interim consolidated statements of operations. The Company primarily provides loans to companies operating in the cannabis industry which involves significant risks, including the risk of strict enforcement against the Company’s borrowers on the federal illegality of cannabis, the Company’s borrowers’ inability to renew or otherwise maintain their licenses or other requisite authorizations for their cannabis operations, and such loans lack of liquidity, and the Company could lose all or part of any of the Company’s loans. The Company’s ability to grow or maintain its business with respect to the loans it makes to companies operating in the cannabis industry depends on state laws pertaining to the cannabis industry. New laws that are adverse to the Company’s 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 the Company’s ability to grow and could materially adversely affect the Company’s business. Management’s plan to mitigate risks include monitoring the legal landscape as deemed appropriate. Also, should a loan default or otherwise be seized, the Company may be prohibited from owning cannabis assets and thus could not take possession of collateral, in which case the Company would look to sell the loan, which could result in the Company realizing a loss on the transaction. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY Series A Preferred Stock As of September 30, 2023 and December 31, 2022, the Company has authorized 10,000 preferred shares and issued 125 of the preferred shares designated as 12.0% Series A Cumulative Non-Voting Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). The Series A Preferred Stock entitles the holders thereof to receive cumulative cash dividends at a rate per annum of 12.0% of the liquidation preference of $1,000 per share plus all accumulated and unpaid dividends thereon. The Company generally may not declare or pay, or set apart for payment, any dividend or other distribution on any shares of the Company’s stock ranking junior to the Series A Preferred Stock as to dividends, including the Company’s common stock, or redeem, repurchase or otherwise make payments on any such shares, unless full, cumulative dividends on all outstanding shares of Series A Preferred Stock have been declared and paid or set apart for payment for all past dividend periods. The holders of the Series A Preferred Stock generally have no voting rights except in limited circumstances, including certain amendments to the Company’s charter and the authorization or issuance of equity securities senior to or on parity with the Series A Preferred Stock. The Series A Preferred Stock is not convertible into shares of any other class or series of our stock. The Series A Preferred Stock is senior to all other classes and series of shares of the Company’s stock as to dividend and redemption rights and rights upon the Company’s liquidation, dissolution and winding up. Upon written notice to each record holder of the Series A Preferred Stock as to the effective date of redemption, the Company may redeem the shares of the outstanding Series A Preferred Stock at the Company’s option, in whole or in part, at any time for cash at a redemption price equal to $1,000 per share, for a total of $125,000 for the 125 shares outstanding, plus all accrued and unpaid dividends thereon up to and including the date fixed for redemption. Shares of the Series A Preferred Stock that are redeemed shall no longer be deemed outstanding shares of the Company and all rights of the holders of such shares will terminate. Common Stock On January 10, 2022, the Company completed an underwritten offering of 3,000,000 shares of our common stock, at a price to the public of $20.50 per share. The gross proceeds to the Company from the offering were $61.5 million, before deducting underwriting discounts and commissions, a structuring fee and offering expenses payable by the Company. In connection with the offering, the underwriters were granted an over-allotment option to purchase up to an additional 450,000 shares of the Company’s common stock. On January 14, 2022, the underwriters partially exercised the over-allotment option with respect to 291,832 shares of common stock, which was completed on January 19, 2022. The underwriting commissions of approximately $3.5 million were reflected as a reduction of additional paid-in capital in the first quarter of fiscal year 2022. The Company incurred approximately $1.0 million of expenses in connection with the offering. After giving effect to the partial exercise of the over-allotment option, the total number of shares sold by the Company in the public offering was 3,291,832 shares and total gross proceeds, before deducting underwriting discounts and commissions, a structuring fee and other offering expenses payable by the Company, were approximately $67.5 million. The net proceeds to the Company totaled approximately $63.0 million. Pursuant to the Articles of Amendment, dated March 10, 2022, the Company increased the number of authorized shares of common stock to 50,000,000 shares at $0.01 par value per share. Shelf Registration Statement On April 5, 2022, the Company filed a shelf registration statement on Form S-3 (File No. 333-264144) (the “Shelf Registration Statement”), which was declared effective on April 18, 2022. Under the Shelf Registration Statement, the Company may, from time to time, issue and sell up to $1.0 billion of the Company’s common stock, preferred stock, debt securities, warrants and rights (including as part of a unit) to purchase shares of the Company’s common stock or preferred stock. At-the-Market Offering Program (“ATM Program”) On April 5, 2022, the Company entered into an Open Market Sales Agreement (the “Sales Agreement”) with Jefferies LLC and JMP Securities LLC, as Sales Agents, under which the Company may, from time to time, offer and sell shares of common stock, having an aggregate offering price of up to $75.0 million. Under the terms of the Sales Agreement, the Company has agreed to pay the Sales Agents a commission of up to 3.0% of the gross proceeds from each sale of common stock sold through the Sales Agents. Sales of common stock, if any, may be made in transactions that are deemed to be “at-the-market” offerings, as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). During the three and nine months ended September 30, 2023, the Company did not sell any shares of the Company’s common stock under the Sales Agreement. During the year ended December 31, 2022 , the Company sold an aggregate of 621,398 shares of the Company’s common stock under the Sales Agreement at an average price of $18.30 per share generating net proceeds of approximately $10.4 million . As of September 30, 2023 , the shares of common stock sold under the ATM Program are the only offerings that have been initiated under the Shelf Registration Statement. Share Repurchase Program On June 13, 2023, the Company's Board of Directors authorized a share repurchase program providing for the repurchase of up to $20.0 million of the Company's outstanding common stock (the “Repurchase Program”). The timing, price, and volume of repurchases will be based on the Company’s stock price, general market conditions, applicable legal requirements and other factors. The repurchase of the Company’s common stock may be made from time to time in the open market, in privately negotiated transactions or otherwise in compliance with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934. The Company expects to finance any share repurchases under the Repurchase Program using cash on hand, capacity available under our line of credit and cash flows from operations. The Repurchase Program may be discontinued, modified or suspended at any time. During the three and nine months ended September 30, 2023, the Company did not repurchase any shares of its common stock pursuant to the Repurchase Program. Stock Incentive Plan The Company has established a stock incentive compensation plan (the “2020 Plan”). The 2020 Plan authorizes stock options, stock appreciation rights, restricted stock, stock bonuses, stock units and other forms of awards granted or denominated in the Company’s common stock or units of common stock. The 2020 Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash. The Company has, and currently intends to continue to grant stock options to participants in the 2020 Plan, but it may also grant any other type of award available under the 2020 Plan in the future. Persons eligible to receive awards under the 2020 Plan include officers or employees of the Company or any of its subsidiaries, directors of the Company, employees of the Manager and certain directors and consultants and other service providers to the Company or any of its subsidiaries. During the first quarter of 2022, the Company’s Board of Directors approved grants of restricted stock and stock options to the Company’s directors and officers, as well as employees of the Manager. In January 2022, the Company granted an aggregate of 8,296 shares of restricted stock and 742,000 stock options to certain of our officers and other eligible persons. The restricted stock granted in January 2022 under the 2020 Plan vests over a four-year period with approximately 33% vesting on each of the second, third and fourth anniversaries of the vesting commencement date. The stock options granted in January 2022 under the 2020 Plan have a strike price of $20.18 and contain vesting periods that vary from immediately vested to vesting over a four-year period. During the first quarter of 2023, the Company’s Board of Directors approved grants of restricted stock to the Company’s directors and officers, as well as certain employees of the Manager. In January 2023, the Company granted an aggregate of 125,234 shares of restricted stock to certain of our directors, officers and other eligible persons. The restricted stock granted in January 2023 under the 2020 Plan contain vesting periods that vary from immediately vested to vesting over a three-year period, with approximately 33% vesting on each of the first, second and third anniversaries of the vesting commencement date. On June 20, 2023, the Company granted 1,159 shares of restricted stock to James C. Fagan in connection with his recent appointment to the Company’s Board of Directors, which will vest upon the one-year anniversary of the grant date. As of September 30, 2023, there were 2,326,892 shares of common stock granted under the 2020 Plan, underlying 2,169,852 options and 157,040 shares of restricted stock. As of September 30, 2023, the maximum number of shares of the Company’s common stock that may be delivered pursuant to awards under the 2020 Plan (the “Share Limit”) equals 2,793,288 shares, which is consistent with the Share Limit as of June 30, 2023. Shares that are subject to or underlie awards that expire or for any reason are cancelled, terminated, forfeited, fail to vest, or for any other reason are not paid or delivered under the 2020 Plan will not be counted against the Share Limit and will again be available for subsequent awards under the 2020 Plan. The following table summarizes the (i) non-vested options granted, (ii) vested options granted, (iii) exercised and (iv) forfeited options granted for the Company’s directors and officers and employees of the Manager as of September 30, 2023 and December 31, 2022: As of As of Non-vested 213,538 293,420 Vested 2,161,094 2,081,212 Exercised (5,511) (5,511) Forfeited (200,169) (88,749) Balance 2,168,952 2,280,372 The Company uses the Black-Scholes option pricing model to value stock options in determining the stock-based compensation expense. The Company has elected to recognize forfeitures as they occur. Previously recognized compensation expense related to forfeitures are reversed in the period awards are forfeited. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant. The expected dividend yield was based on the Company’s expected dividend yield at the grant date. Expected volatility is based on the estimated average volatility of similar companies due to the lack of historical volatilities of the Company’s common stock. Restricted stock grant expense is based on the Company’s stock price at the time of the grant and amortized over the vesting period. The stock-based compensation expense for the Company was approximately $0.3 million and $0.7 million for the three and nine months ended September 30, 2023, respectively, and approximately $0.1 million and $1.2 million for the three and nine months ended September 30, 2022, respectively. The following table presents the assumptions used in the option pricing model of options granted under the 2020 Plan: Assumptions Range Expected volatility 40% - 50% Expected dividend yield 10% - 20% Risk-free interest rate 0.5% - 2.0% Expected forfeiture rate 0% The following tables summarize stock option activity during the three and nine months ended September 30, 2023 and 2022: Three months ended Weighted-average Balance as of June 30, 2023 2,273,272 $ 1.21 Granted — — Exercised — — Forfeited (104,320) 1.23 Balance as of September 30, 2023 2,168,952 $ 1.20 Three months ended Weighted-average Balance as of June 30, 2022 2,316,106 $ 1.21 Granted — — Exercised (5,511) 0.90 Forfeited (24,023) 1.20 Balance as of September 30, 2022 2,286,572 $ 1.21 Nine months ended Weighted-average Balance as of December 31, 2022 2,280,372 $ 1.21 Granted — — Exercised — — Forfeited (111,420) 1.23 Balance as of September 30, 2023 2,168,952 $ 1.20 Nine months ended Weighted-average Balance as of December 31, 2021 1,604,236 $ 1.08 Granted 742,000 1.46 Exercised (5,511) 0.90 Forfeited (54,153) 1.12 Balance as of September 30, 2022 2,286,572 $ 1.21 The following table summarizes the restricted stock (i) granted, (ii) vested and (iii) forfeited for the Company’s directors and officers and employees of the Manager as of September 30, 2023 and December 31, 2022: As of As of Granted 190,974 64,581 Vested (38,028) — Forfeited (33,934) (1,238) Balance 119,012 63,343 The fair value of the Company’s restricted stock awards is based on the Company’s stock price on the date of grant. The following tables summarize the restricted stock activity during the three and nine months ended September 30, 2023 and 2022: Three months ended Weighted-average value at award date Balance as of June 30, 2023 137,482 $ 16.06 Granted — — Vested (18,470) 16.24 Forfeited — — Balance as of September 30, 2023 119,012 $ 16.03 Three months ended Weighted-average value at award date Balance as of June 30, 2022 64,581 $ 20.40 Granted — — Vested — — Forfeited (1,238) 20.18 Balance as of September 30, 2022 63,343 $ 20.40 Nine months ended Weighted-average value at award date Balance as of December 31, 2022 63,343 $ 20.40 Granted 126,393 15.55 Vested (38,028) 17.97 Forfeited (32,696) 20.39 Balance as of September 30, 2023 119,012 $ 16.03 Nine months ended Weighted-average value at award date Balance as of December 31, 2021 56,285 $ 20.43 Granted 8,296 20.18 Vested — — Forfeited (1,238) 20.18 Balance as of September 30, 2022 63,343 $ 20.40 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following information sets forth the computations of basic and diluted weighted average earnings per common share for the three and nine months ended September 30, 2023 and 2022: Three months ended Nine months ended 2023 2022 2023 2022 Net income attributable to common shareholders $ 7,979,875 $ 11,480,519 $ 30,140,482 $ 32,994,312 Dividends paid on preferred shares — — (7,500) (7,500) Dividends paid on unvested restricted stock (65,991) (36,165) (205,268) (99,827) Net income attributable to common shareholders 7,913,884 11,444,354 29,927,714 32,886,985 Divided by: Basic weighted average shares of common stock outstanding 20,324,125 20,019,760 20,315,162 19,687,730 Weighted average unvested restricted stock and dilutive stock options 18,755 92,273 75,223 92,273 Diluted weighted average shares of common stock outstanding 20,342,880 20,112,033 20,390,385 19,780,003 Basic weighted average earnings per common share $ 0.39 $ 0.57 $ 1.47 $ 1.67 Diluted weighted average earnings per common share $ 0.39 $ 0.57 $ 1.47 $ 1.66 Diluted EPS was computed using the treasury stock method for stock options and restricted stock. Diluted weighted average earnings per common share excluded 2,288,419 and 2,247,328 weighted average unvested restricted stock and stock options due to anti-dilutive effect for the three and nine months ended September 30, 2023, respectively, and 1,406,700 and 1,406,700 for the three and nine months ended September 30, 2022, respectively . |
INCOME TAX
INCOME TAX | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | INCOME TAXA TRS is an entity taxed as a corporation that has not elected to be taxed as a REIT, in which a REIT directly or indirectly holds equity, and that has made a joint election with such REIT to be treated as a TRS. A TRS generally may engage in any business, including investing in assets and engaging in activities that could not be held or conducted directly by the Company without jeopardizing its qualification as a REIT. A TRS is subject to applicable United States federal, state and local income tax on its taxable income. In addition, as a REIT, the Company also may be subject to a 100% excise tax on certain transactions between it and its TRS that are not conducted on an arm’s-length basis. The income tax provision is included in the line item income tax expense, including excise tax in the consolidated statements of operations included in these unaudited interim consolidated financial statements. The income tax provision for the Company was approximately $0.7 million and $1.0 million for the three and nine months ended September 30, 2023, respectively. The income tax provision for the Company was approximately $0.2 million and $0.3 million for the three and nine months ended September 30, 2022, respectively. The income tax expense for the three and nine months ended September 30, 2023 and 2022 primarily relates to activities of the Company’s taxable REIT subsidiary. For the three and nine months ended September 30, 2023 and 2022, the Company incurred no expense for United States federal excise tax. Excise tax represents a 4% tax on the sum of a portion of the Company’s ordinary income and net capital gains not distributed during the period. If it is determined that an excise tax liability exists for the current period, the Company will accrue excise tax on estimated excess taxable income as such taxable income is earned. The expense is calculated in accordance with applicable tax regulations. The Company does not have any unrecognized tax benefits and the Company does not expect that to change in the next 12 months. |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE Loans Held for Investment The Company’s loans are typically valued using a yield analysis, which is typically performed for non-credit impaired loans to borrowers where the Company does not own a controlling equity position. 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, the Company considers the current contractual interest rate, the maturity and other terms of the loan relative to risk of the company 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 the Company are substantially illiquid with no active loan market, the Company depends 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. The following tables present fair value measurements of loans held at fair value as of September 30, 2023 and December 31, 2022: Fair Value Measurement as of September 30, 2023 Total Level 1 Level 2 Level 3 Loans held at fair value $ 70,010,878 $ — $ — $ 70,010,878 Total $ 70,010,878 $ — $ — $ 70,010,878 Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Loans held at fair value $ 99,226,051 $ — $ — $ 99,226,051 Total $ 99,226,051 $ — $ — $ 99,226,051 The following table presents changes in loans that use Level 3 inputs as of and for the nine months ended September 30, 2023: Nine months ended Total loans using Level 3 inputs at December 31, 2022 $ 99,226,051 Realized gains (losses) on loans at fair value, net (1,213,416) Change in unrealized gains (losses) on loans at fair value, net (1,152,810) Additional fundings 1,881,840 Loan repayments (33,032,561) Accretion of original issue discount 1,308,253 PIK interest 2,993,521 Total loans using Level 3 inputs at September 30, 2023 $ 70,010,878 The change in unrealized losses included in the unaudited interim consolidated statements of operations attributable to loans held at fair value, categorized as Level 3, held as of September 30, 2023 is $(1,152,810). The following tables summarize the significant unobservable inputs the Company used to value the loans categorized within Level 3 as of September 30, 2023 and December 31, 2022. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values. As of September 30, 2023 Unobservable Input Fair Value Primary Valuation Techniques Input Estimated Range Weighted Average Senior term loans $ 52,722,454 Yield analysis Market yield 32.61% - 39.06% 34.05% Senior term loans 17,288,424 Market approach Revenue multiple 0.60x - 0.80x 0.70x Total investments $ 70,010,878 As of December 31, 2022 Unobservable Input Fair Value Primary Valuation Techniques Input Estimated Range Weighted Average Senior term loans $ 99,226,051 Yield analysis Market yield 19.99% - 31.72% 21.81% Total investments $ 99,226,051 Changes in market yields and revenue multiples may change the fair value of certain of the Company’s loans. Generally, an increase in market yields may result in a decrease in the fair value of certain of the Company’s loans, while a decrease in revenue multiples may result in a decrease in the fair value of certain of the Company’s loans. 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 the Company’s loans may fluctuate from period to period. Additionally, the fair value of the Company’s 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 the Company 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 the Company was required to liquidate a loan in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the loans may cause the gains or losses ultimately realized on these loans to be different than the unrealized gains or losses reflected in the valuations currently assigned. Investment in Marketable Securities As of September 30, 2023 and December 31, 2022 , the Company’s portfolio did not include any debt securities. For the three and nine months ended September 30, 2023, the Company had no sales of debt securities. For the three and nine months ended September 30, 2022, the realized loss on the sale of debt securities was approximately zero and $0.2 million, respectively. Fair Value of Financial Instruments GAAP requires disclosure of fair value information about financial instruments, whether or not recognized at fair value in the balance sheet, for which it is practicable to estimate that value. The following table details the book value and fair value of the Company’s financial instruments not recognized at fair value in the unaudited interim consolidated balance sheet as of September 30, 2023 : As of September 30, 2023 Carrying Value Fair Value Financial assets: Cash and cash equivalents $ 73,204,542 $ 73,204,542 Loans held for investment at carrying value $ 308,011,076 $ 296,997,094 Loan receivable held at carrying value $ 2,040,058 $ 1,020,872 Financial liabilities: Senior notes payable, net $ 87,864,345 $ 75,600,000 Estimates of fair value for cash and cash equivalents are measured using observable, quoted market prices, or Level 1 inputs. The Company’s loans held for investment are measured using unobservable inputs, or Level 3 inputs. The fair value of the Company’s 2027 Senior Notes is estimated by discounting expected cash flows using readily available quoted prices for similar debt, or Level 2 inputs. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Management Agreement Pursuant to the Management Agreement, the Manager manages the loans and day-to-day operations of the Company, subject at all times to the further terms and conditions set forth in the Management Agreement and such further limitations or parameters as may be imposed from time to time by the Company’s Board. The Manager receives base management fees (the “Base Management Fee”) that are calculated and payable quarterly in arrears, in an amount equal to 0.375% of the Company’s Equity (as defined in the Management Agreement), subject to certain adjustments, less 50% of the aggregate amount of any other fees (“Outside Fees”), including any agency fees relating to our loans, but excluding the Incentive Compensation (as defined below) and any diligence fees paid to and earned by the Manager and paid by third parties in connection with the Manager’s due diligence of potential loans. In addition to the Base Management Fee, the Manager is entitled to receive incentive compensation (the “Incentive Compensation” or “Incentive Fees”) under the Management Agreement. Under the Management Agreement, the Company pays Incentive Fees to the Manager based upon the Company’s achievement of targeted levels of Core Earnings. “Core Earnings” is defined in the Management Agreement as, for a given period means the net income (loss) for such period, computed in accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) the Incentive Compensation, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income and (v) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between the Manager and the Company’s independent directors and approved by a majority of the independent directors. The Incentive Compensation for the three and nine months ended September 30, 2023 was approximately $2.6 million and $7.9 million, respectively. The Incentive Compensation for the three and nine months ended September 30, 2022 was approximately $2.9 million and $9.3 million, respectively. The Company shall pay all of its costs and expenses and shall reimburse the Manager or its affiliates for expenses of the Manager and its affiliates paid or incurred on behalf of the Company, excepting only those expenses that are specifically the responsibility of the Manager pursuant to the Management Agreement. With respect to certain office expenses incurred by the Manager on behalf of the Company and other funds managed by the Manager or its affiliates, such as rent, the Manager determines each fund’s pro rata portion of such expenses based on the fair value of the fund’s assets under management, excluding cash and cash equivalents, as a percentage of the total assets under management by all such related funds. The following table summarizes the related party costs incurred by the Company for the three and nine months ended September 30, 2023 and 2022: Three months ended Nine months ended 2023 2022 2023 2022 Affiliate Costs Management fees $ 1,347,378 $ 1,318,563 $ 4,046,179 $ 3,869,023 Less: outside fees earned (405,276) (432,426) (1,311,501) (1,307,969) Base management fees 942,102 886,137 2,734,678 2,561,054 Incentive fees earned 2,632,765 2,938,598 7,857,901 9,312,462 General and administrative expenses reimbursable to Manager 817,985 910,243 2,801,214 2,790,846 Total $ 4,392,852 $ 4,734,978 $ 13,393,793 $ 14,664,362 Amounts payable to the Company’s Manager as of September 30, 2023 and December 31, 2022 were approximately $4.9 million and $5.7 million, respectively. Due to/from Affiliate Amounts due to an affiliate of the Company as of September 30, 2023 and December 31, 2022 were approximately $19.7 thousand and $18.1 thousand, respectively. Amounts due from an affiliate of the Company as of September 30, 2023 and December 31, 2022 were $1.0 million and zero, respectively. The amount due from the affiliate, AFC Agent LLC (“AFC Agent”), was contributed to AFC Agent in anticipation of a funding and was subsequently repaid to the Company in October 2023. Investments in Loans From time to time, the Company may co-invest with other investment vehicles managed by the Company’s Manager or its affiliates, including the Manager, and their portfolio companies, including by means of splitting loans, participating in loans or other means of syndicating loans. The Company is not obligated to provide, nor has it provided, any financial support to the other managed investment vehicles. As such, the Company’s risk is limited to the carrying value of its investment in any such loan. As of September 30, 2023, there were four co-invested loans held by the Company and affiliates of the Company. In July 2021, the senior secured loan facility with Private Company I, consisting of an aggregate of $15.5 million in loan commitments, was syndicated by the Company’s Manager between the Company and A BDC Warehouse, LLC (“ABW”), an entity wholly-owned by the Company’s Chief Executive Officer and Chairman of the Board and President. ABW’s commitment in the loan facility was ultimately transferred to AFC Institutional Fund LLC (“AFCIF”), an entity beneficially owned in part, by the Company’s (i) Chief Executive Officer and Chairman of the Board, (ii) President and (iii) former Head of Real Estate and a former Director, while each such owner also maintained a beneficial ownership of the Company’s Manager at the time of the investment. AFCIF holds approximately one-third of the loan’s aggregate principal amount as of September 30, 2023. On April 1, 2022, the Company’s investment in the senior secured loan to Private Company I was transferred to TRS1. In May 2023, Private Company I failed to pay its full principal and interest payments due May 1, 2023. The agent on the credit facility, AFC Agent, promptly delivered a notice of an event of default based on this payment default and certain other defaults under the credit agreement , accelerated all obligations due thereunder and subsequently initiated a foreclosing procedure in the State of Maryland. In June 2023, the Company sold two-thirds of the Private Company I credit facility at par plus accrued interest to a multi-state cannabis operator and has a put right on the remaining one-third immediately prior to the transfer of one of the borrower’s cannabis licenses. Following the sale, the Company’s outstanding principal balance under the credit facility with Private Company I was approximately $3.8 million , which is fully funded. In September 2021, the Company entered into the September Commitment Assignment with our Manager, pursuant to which our Manager assigned to us its commitment to make loans to Private Company A in a principal amount of up to $20.0 million , which was funded in September 2021. The loans were purchased at accreted cost plus accrued PIK interest. We did not pay any fees or premium to our Manager for the Company’s acquisition of the Company’s Manager’s loan commitments under the Credit Agreement with Private Company A pursuant to the September Commitment Assignment. In December 2021, the Company entered into the second amendment to the Private Company A Credit Facility to, among other things, increase the total loan commitments by $20.0 million in an additional tranche, with $2.5 million allocated to Flower Loan Holdco, LLC (“FLH”), an entity wholly-owned by the Company’s Chief Executive Officer and Chairman of the Board and President, and the remaining new commitment allocated to third-party lenders. In February 2022, the Company entered into the third amendment to the Private Company A Credit Facility to, among other things, increase the total loan commitments by $16.3 million in an additional tranche, with approximately $15.3 million allocated to the Company and approximately $1.0 million allocated to a third-party lender. In November 2022, the Company entered into a fourth amendment to the Private Company A Credit Facility to, among other things, increase the total loan commitments by $10.0 million in an additional tranche, with approximately $7.1 million allocated to the Company, $1.4 million allocated to FLH and the remaining $1.5 million allocated to third-party lenders. In March 2023, the Company entered into a fifth amendment to the Private Company A Credit Facility to, among other things and subject to certain terms and conditions, (i) increase the interest rate of certain tranches such that the facility has a uniform interest rate of 13.0% across certain tranches; (ii) reprioritize the allocation of principal and interest payments to first be applied to a specific tranche under the facility; and (iii) establish the requirement for a blocked account to hold the cash proceeds from the sale of certain assets and distribute such proceeds to the lenders. During the nine months ended September 30, 2023 , AFC Agent received approximately $48.2 million in total loan principal prepayments and $1.4 million in related exit fees from the borrower’s sale of its collateral assets, of which approximately $34.7 million in principal prepayments and $1.1 million in related exit fees were allocated to the Company relating to its pro rata portion of the Private Company A Credit Facility and was applied to the outstanding principal balance. Following the prepayment, the Company’s outstanding principal balance under the Private Company A Credit Facility was approximately $54.7 million, which is fully funded. Refer to Note 17 to the Company’s unaudited interim consolidated financial statements for more information on Private Company A prepayments that occurred subsequent to September 30, 2023. In October 2023, AFC Agent delivered a notice of default to Private Company A based on certain financial and other covenant defaults and began charging additional default interest of 5.0%, beginning as of July 1, 2023, in accordance with the terms of the Private Company A Credit Facility. In November 2023, Private Company A was placed into receivership to maintain the borrower’s operations and maximize value for the benefit of its creditors. In September 2021, the Company entered into the second amended and restated credit agreement with Subsidiary of Private Company G to, among other things, increase the total loan commitments by $53.4 million in three tranches, with approximately $10.0 million allocated to ABW and the remaining $43.4 million allocated to the Company. ABW’s commitment was ultimately transferred to AFCIF. In August 2022, the Company committed an additional $8.1 million under credit agreement with Subsidiary of Private Company G. Following the expansion, the Company now holds $73.5 million in commitments. The Company’s outstanding principal balance under the credit facility with Subsidiary of Private Company G was approximately $80.6 million, which is fully funded. Subsidiary of Private Company G failed to make its cash interest payment due July 1, 2023 in arrears for the month of June, and the Company placed the borrower on non-accrual as of June 1, 2023. In connection therewith, the Company has initiated a consensual foreclosure proceeding with respect to certain of the borrower’s assets in Pennsylvania, with the expectation that the net cash proceeds of the public auction will be used to prepay a portion of the principal outstanding under the credit facility. The Company entered into a forbearance agreement with Subsidiary of Private Company G in September 2023, which carves out the consensual foreclosure proceeding described above, pursuant to which the Company agreed to forbear from exercising certain remedies as a result of certain defaults under the credit agreement. 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 must pay $1.0 million pro rata to the lender group for each of the months of October, November, and December. Subsidiary of Private Company G paid September and October interest in accordance with the terms of the forbearance agreement, which was due October 1, 2023 and November 1, 2023, respectively, and the credit facility was restored to accrual status. In December 2021, the Company entered into a credit agreement with Subsidiary of Public Company H, which provides Subsidiary of Public Company H with a $100.0 million senior secured credit facility, of which, we committed $60.0 million, a predecessor-in-interest to AFCIF committed $10.0 million, and third-party lenders committed $30.0 million of the aggregate principal amount. In October 2022, the credit agreement with Subsidiary of Public Company H was amended to, among other things, increase the total loan commitment by $50.0 million, of which $30.0 million of the new loan commitment was allocated pro rata to the Company, $5.0 million was allocated to AFCIF and the remaining $15.0 million was allocated to a third-party lender. In April 2023, the credit agreement with Subsidiary of Public Company H was amended to, among other things, (i) reduce the total loan commitment by $10.0 million ratably amongst the lenders, including the Company, of which $6.0 million of the reduced commitment was allocated to the Company and $9.0 million of additional principal was funded by the Company, (ii) strengthen the real estate coverage covenants and (iii) require certain conditions precedent be met prior to disbursing funds to construction projects. Following the amendment, the Company now holds $84.0 million in commitments. The Company’s outstanding principal balance under the credit facility with Subsidiary of Public Company H was $84.0 million, which is fully funded. In September 2023, Mr. Bernard Berman, a member of the Company’s investment committee, purchased a 3.0% membership interest in certain income of the Manager. Secured Revolving Credit Facility From Affiliate In April 2022, the Company terminated the AFCF Revolving Credit Facility. Refer to Note 9 to the Company’s unaudited interim consolidated financial statements for more information. |
DIVIDENDS AND DISTRIBUTIONS
DIVIDENDS AND DISTRIBUTIONS | 9 Months Ended |
Sep. 30, 2023 | |
DIVIDENDS AND DISTRIBUTIONS [Abstract] | |
DIVIDENDS AND DISTRIBUTIONS | DIVIDENDS AND DISTRIBUTIONS The following table summarizes the Company’s dividends declared during the nine months ended September 30, 2023 and 2022: Record Date Payment Common Share Aggregate Amount Paid Regular cash dividend 3/31/2022 4/15/2022 $ 0.55 $ 10,858,617 Regular cash dividend 6/30/2022 7/15/2022 0.56 11,120,408 Regular cash dividend 9/30/2022 10/14/2022 0.56 11,403,840 2022 Period Subtotal $ 1.67 $ 33,382,865 Regular cash dividend 3/31/2023 4/14/2023 $ 0.56 $ 11,473,971 Regular cash dividend 6/30/2023 7/14/2023 0.48 9,819,695 Regular cash dividend 9/30/2023 10/13/2023 0.48 9,819,695 2023 Period Subtotal $ 1.52 $ 31,113,361 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued. There were no material subsequent events, other than those described below, that required disclosure in these unaudited interim consolidated financial statements. In October 2023, AFC Agent received approximately $2.3 million in total loan principal prepayments and $0.1 million in related exit fees from Private Company A’s sale of its collateral assets, of which approximately $1.7 million in principal prepayments and $0.1 million in related exit fees were allocated to the Company relating to the Company’s pro rata portion of the Private Company A Credit Facility and was applied to the outstanding principal balance. Following the prepayment, the Company’s outstanding principal balance under the Private Company A Credit Facility was approximately $53.2 million. In October 2023, AFC Agent delivered a notice of default to Private Company A based on certain financial and other covenant defaults and began charging additional default interest 5.0%, beginning as of July 1, 2023, in accordance with the terms of the Private Company A Credit Facility. In November 2023, Private Company A was placed into receivership to maintain the borrower’s operations and maximize value for the benefit of its creditors. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the rules and regulations of the SEC applicable to interim financial information and include the accounts of the Company, and its wholly-owned subsidiaries. The unaudited interim consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. All intercompany balances and transactions have been eliminated in consolidation. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2023. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant estimates include the valuation of loans held for investment at fair value and current expected credit losses (“CECL”). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 - 06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC’s regulations. The Company is currently evaluating the provisions of the amendments and the impact on the Company’s future consolidated financial statements. |
LOANS HELD FOR INVESTMENT AT _2
LOANS HELD FOR INVESTMENT AT FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
LOANS HELD FOR INVESTMENT AT FAIR VALUE [Abstract] | |
Loans Held at Fair Value | The following tables summarize the Company’s loans held at fair value as of September 30, 2023 and December 31, 2022: As of September 30, 2023 Fair Value (1) Carrying Value (2) Outstanding Principal (2) Weighted Average Remaining Life (Years) (3)(4) Senior term loans $ 70,010,878 $ 72,573,622 $ 73,005,930 0.6 Total loans held at fair value $ 70,010,878 $ 72,573,622 $ 73,005,930 0.6 As of December 31, 2022 Fair Value (1) Carrying Value (2) Outstanding Principal (2) Weighted Average Remaining Life (Years) (3) Senior term loans $ 99,226,051 $ 100,635,985 $ 102,376,546 1.2 Total loans held at fair value $ 99,226,051 $ 100,635,985 $ 102,376,546 1.2 (1) Refer to Note 14 to the Company's unaudited interim consolidated financial statements. (2) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted original issue discount (“OID”) and loan origination costs. (3) Weighted average remaining life is calculated based on the fair value of the loans as of September 30, 2023 and December 31, 2022. (4) As of September 30, 2023, the weighted average remaining life only reflects the remaining life of the Private Company A Credit Facility. |
Changes in Loans Held at Fair Value | The following table presents changes in loans held at fair value as of and for the nine months ended September 30, 2023: Principal Original Issue Unrealized Gains (Losses) Fair Value Total loans held at fair value at December 31, 2022 $ 102,376,546 $ (1,740,561) $ (1,409,934) $ 99,226,051 Realized gains (losses) on loans at fair value, net (1,213,416) — — (1,213,416) Change in unrealized gains (losses) on loans at fair value, net — — (1,152,810) (1,152,810) New fundings 1,881,840 — — 1,881,840 Accretion of original issue discount — 1,308,253 — 1,308,253 Loan repayments (33,032,561) — — (33,032,561) PIK interest 2,993,521 — — 2,993,521 Total loans held at fair value at September 30, 2023 $ 73,005,930 $ (432,308) $ (2,562,744) $ 70,010,878 |
Loans Held at Fair Value Portfolio | A more detailed listing of the Company’s loans held at fair value portfolio based on information available as of September 30, 2023 is as follows: Collateral Location Collateral Type (1) Fair Value (2) Carrying Value (3) Outstanding Principal (3) Interest Maturity Date (4) Payment Terms (5) Private Co. A AZ, MI, MA, NM C, D $ 52,722,454 $ 54,249,907 $ 54,682,215 15.7 % (6) 5/8/2024 P/I Private Co. B MI C, D 17,288,424 18,323,715 18,323,715 18.7 % (7) 9/1/2023 P/I Total loans held at fair value $ 70,010,878 $ 72,573,622 $ 73,005,930 (1) C = Cultivation Facilities, D = Dispensary/Retail Facilities. (2) Refer to Note 14 to the Company’s unaudited interim consolidated financial statements. (3) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of OID and loan origination costs. (4) 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. (5) I/O = interest-only, P/I = principal and interest. P/I loans may include interest-only periods for a portion of the loan term. (6) Base weighted average interest rate of 13.0% and payment-in-kind (“PIK”) weighted average interest rate of 2.7%. In October 2023, AFC Agent delivered a notice of default to Private Company A based on certain financial and other covenant defaults and began charging additional default interest of 5.0%, beginning as of July 1, 2023, in accordance with the terms of the Private Company A Credit Facility. (7) The maturity date passed on the credit facility to Private Company B without repayment. The agent on the credit facility sent the borrower a notice of default and placed the borrower in receivership to maintain the borrower’s operations that were disrupted as a result of a management dispute. The Company has been in discussions with the borrower regarding refinancing the credit facility and with the receiver regarding a potential sale of the business in order to repay the loan. Until the loan is repaid, the borrower is obligated to pay interest at a base weighted average interest rate of 14.7% and PIK interest rate of 4.0%, plus a default interest rate of 4.0%. As amended by the forbearance and modification agreement entered into with Private Company B in February 2023, the 4.0% default interest rate is applicable from January 15, 2023 and is paid in kind. Outstanding principal balance also includes a protective advance of approximately $0.2 million made in September 2023 to cover certain expenses and was repaid in November 2023. Interest on the protective advance is calculated at the same rate as standard monthly cash interest and PIK interest, plus default interest. |
LOANS HELD FOR INVESTMENT AT _3
LOANS HELD FOR INVESTMENT AT CARRYING VALUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
LOANS HELD FOR INVESTMENT AT CARRYING VALUE [Abstract] | |
Loans Held at Carrying Value | The following tables summarize the Company’s loans held at carrying value as of September 30, 2023 and December 31, 2022: As of September 30, 2023 Outstanding Principal (1) Original Carrying Value (1) Weighted Average Remaining Life (Years) (2) Senior term loans $ 322,737,668 $ (14,726,592) $ 308,011,076 2.5 Total loans held at carrying value $ 322,737,668 $ (14,726,592) $ 308,011,076 2.5 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 September 30, 2023 and December 31, 2022. |
Changes in Loans Held at Carrying Value | The following table presents changes in loans held at carrying value as of and for the nine months ended September 30, 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 — 3,126,933 3,126,933 Loan repayments (12,676,917) — (12,676,917) Sale of loans (22,606,578) 1,267,367 (21,339,211) PIK interest 6,410,952 — 6,410,952 Loan amortization payments (4,063,178) — (4,063,178) Total loans held at carrying value at September 30, 2023 $ 322,737,668 $ (14,726,592) $ 308,011,076 |
Loans Held at Carrying Value Portfolio | A more detailed listing of the Company’s loans held at carrying value portfolio based on information available as of September 30, 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 $ 15,023,186 $ (289,545) $ 14,733,641 19.5 % (5) 12/1/2025 P/I Sub. of Private Co. G MO, NJ, PA C, D 80,625,124 (1,544,492) 79,080,632 18.8 % (6) 5/1/2026 P/I Private Co. K MA C, D 13,378,015 (715,917) 12,662,098 19.3 % (7) 5/3/2027 P/I Private Co. I MD C, D 3,767,454 (50,036) 3,717,418 21.8 % (8) 8/1/2026 P/I Private Co. J MO C, D 22,121,889 (377,191) 21,744,698 21.3 % (9) 9/1/2025 P/I Sub. of Public Co. H CT, IA, IL, ME, MI, NJ, PA C, D 84,000,000 (2,747,942) 81,252,058 14.3 % (10) 1/1/2026 I/O Private Co. L MO, OH C, D 53,000,000 (1,965,871) 51,034,129 13.7 % (11) 5/1/2026 P/I Sub. of Public Co. M IL, MI, MA, NJ, OH, PA C, D 20,822,000 (2,513,150) 18,308,850 9.5 % (12) 8/27/2025 I/O Private Co. M AZ D 30,000,000 (4,522,448) 25,477,552 9.0 % (13) 7/31/2026 P/I Total loans held at carrying value $ 322,737,668 $ (14,726,592) $ 308,011,076 (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 must pay $1.0 million pro rata to the lender group for each of the months of October, November, and December. Subsidiary of Private Company G paid September and October interest in accordance with the terms of the forbearance agreement, which was due October 1, 2023 and November 1, 2023, respectively, and the credit facility was restored to accrual status. Outstanding principal balance also includes a protective advance of approximately $1.6 million made in September 2023 to cover certain construction expenses and was repaid in October 2023. Interest on the protective advance is calculated at the same rate as standard monthly cash interest, plus an additional 5.0% default interest rate. (7) Base interest rate of 12.0% plus SOFR (SOFR floor of 1.0%) and PIK interest rate of 2.0%. (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 4.0%. (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. |
LOAN RECEIVABLE HELD AT CARRY_2
LOAN RECEIVABLE HELD AT CARRYING VALUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Changes in Loans Receivable | The following table presents changes in loans receivable as of and for the nine months ended September 30, 2023: Principal Original Issue Carrying Total loan receivable held at carrying value at December 31, 2022 $ 2,222,339 $ (1,686) $ 2,220,653 Loan repayments (180,595) — (180,595) Total loan receivable held at carrying value at September 30, 2023 $ 2,041,744 $ (1,686) $ 2,040,058 |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Credit Loss [Abstract] | |
Financing Receivable, Allowance for Credit Loss | Activity related to the CECL Reserve for outstanding balances and unfunded commitments on the Company’s loans held at carrying value and loan receivable held at carrying value as of and for the three and nine months ended September 30, 2023 was as follows: Outstanding (1) Unfunded (2) Total Balance at June 30, 2023 $ 13,129,270 $ 259,174 $ 13,388,444 Provision for current expected credit losses 1,145,727 (92,329) 1,053,398 Write-offs — — — Recoveries — — — Balance at September 30, 2023 $ 14,274,997 $ 166,845 $ 14,441,842 Outstanding (1) Unfunded (2) Total Balance at December 31, 2022 $ 13,538,077 $ 754,128 $ 14,292,205 Provision for current expected credit losses 736,920 (587,283) 149,637 Write-offs — — — Recoveries — — — Balance at September 30, 2023 $ 14,274,997 $ 166,845 $ 14,441,842 (1) As of September 30, 2023 and December 31, 2022, the CECL Reserve related to outstanding balances on loans held at carrying value and loan receivable held at carrying value is recorded within current expected credit loss reserve in the Company’s consolidated balance sheets. (2) As of September 30, 2023 and December 31, 2022, the CECL Reserve related to unfunded commitments on loans held at carrying value is recorded within current expected credit loss reserve as a liability in the Company’s consolidated balance sheets. |
Financing Receivable Credit Quality Indicators | Based on a 5-point scale, the Company’s loans are rated “1” through “5,” from less risk to greater risk, which ratings are defined as follows: Rating Definition 1 Very Low Risk — Materially exceeds performance metrics included in original or current credit underwriting and business plan 2 Low Risk — Collateral and business performance exceeds substantially all performance metrics included in original or current credit underwriting and business plan 3 Medium Risk — Collateral and business performance meets, or is on track to meet underwriting expectations; business plan is met or can reasonably be achieved 4 High Risk/ Potential for Loss — Collateral performance falls short of underwriting, material differences from business plans, defaults may exist, or may soon exist absent material improvement. Risk of recovery of interest exists 5 Impaired/ Loss Likely — Performance is significantly worse than underwriting with major variances from business plan observed. Loan covenants or financial milestones have been breached; exit from loan or refinancing is uncertain. Full recovery of principal is unlikely As of September 30, 2023, the carrying value, excluding the CECL Reserve, of the Company’s loans held at carrying value and loan receivable held at carrying value within each risk rating by year of origination is as follows: Risk Rating: 2023 2022 2021 2020 Total 1 $ — $ — $ — $ — $ — 2 — — — — — 3 25,477,552 82,005,077 102,996,756 14,733,641 225,213,026 4 — — 82,798,050 — 82,798,050 5 — — — 2,040,058 2,040,058 Total $ 25,477,552 $ 82,005,077 $ 185,794,806 $ 16,773,699 $ 310,051,134 |
INTEREST RECEIVABLE (Tables)
INTEREST RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Interest Receivable and Other Assets [Abstract] | |
Interest Receivable | The following table summarizes the interest receivable by the Company as of September 30, 2023 and December 31, 2022: As of As of Interest receivable $ 3,733,028 $ 3,722,134 PIK receivable 825,974 1,409,678 Unused fees receivable 25,000 125,663 Total interest receivable $ 4,584,002 $ 5,257,475 |
INTEREST RESERVE (Tables)
INTEREST RESERVE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
INTEREST RESERVE [Abstract] | |
Changes in Interest Reserve | The following table presents changes in interest reserve as of and for the three and nine months ended September 30, 2023 and 2022: Three months ended Nine months ended 2023 2022 2023 2022 Beginning reserves $ 1,130,541 $ 5,186,615 $ 3,200,944 $ 4,782,271 New reserves — 3,970,958 1,526,065 9,970,958 Reserves disbursed (579,591) (3,031,143) (4,176,059) (8,626,799) Ending reserves $ 550,950 $ 6,126,430 $ 550,950 $ 6,126,430 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-Term Debt | Scheduled principal payments on the 2027 Senior Notes as of September 30, 2023 are as follows: 2027 Senior Notes Year 2023 (remaining) $ — 2024 — 2025 — 2026 — 2027 90,000,000 Thereafter — Total principal $ 90,000,000 |
Summary of Interest Expense | The following tables reflect a summary of interest expense incurred during the three and nine months ended September 30, 2023 and 2022: Three months ended 2027 Senior Notes Revolving Credit Facility AFCF Revolving Credit Facility Total Borrowings Interest expense $ 1,293,750 $ 10,500 $ — $ 1,304,250 Unused fee expense — (26,667) — (26,667) Amortization of deferred financing costs 158,964 96,381 — 255,345 Total interest expense $ 1,452,714 $ 80,214 $ — $ 1,532,928 Three months ended 2027 Senior Notes Revolving Credit Facility AFCF Revolving Credit Facility Total Borrowings Interest expense $ 1,437,500 $ — $ — $ 1,437,500 Unused fee expense — — — — Amortization of deferred financing costs 166,458 40,130 — 206,588 Total interest expense $ 1,603,958 $ 40,130 $ — $ 1,644,088 Nine months ended 2027 Senior Notes Revolving Credit Facility AFCF Revolving Credit Facility Total Borrowings Interest expense $ 3,996,250 $ 37,167 $ — $ 4,033,417 Unused fee expense — 47,915 — 47,915 Amortization of deferred financing costs 482,698 212,833 — 695,531 Total interest expense $ 4,478,948 $ 297,915 $ — $ 4,776,863 Nine months ended 2027 Senior Notes Revolving Credit Facility AFCF Revolving Credit Facility Total Borrowings Interest expense $ 4,296,527 $ — $ 19,792 $ 4,316,319 Unused fee expense — — 60,417 60,417 Amortization of deferred financing costs 492,216 67,610 154,645 714,471 Total interest expense $ 4,788,743 $ 67,610 $ 234,854 $ 5,091,207 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments to Fund Various Senior Term Loans, Equipment Loans and Bridge Loans | As of September 30, 2023 and December 31, 2022, the Company had the following commitments to fund various investments: As of As of Total original loan commitments $ 433,239,913 $ 447,101,864 Less: drawn commitments (423,239,913) (401,476,418) Total undrawn commitments $ 10,000,000 $ 45,625,446 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes the (i) non-vested options granted, (ii) vested options granted, (iii) exercised and (iv) forfeited options granted for the Company’s directors and officers and employees of the Manager as of September 30, 2023 and December 31, 2022: As of As of Non-vested 213,538 293,420 Vested 2,161,094 2,081,212 Exercised (5,511) (5,511) Forfeited (200,169) (88,749) Balance 2,168,952 2,280,372 |
Assumptions used in the Option Pricing Model of Options Granted | The following table presents the assumptions used in the option pricing model of options granted under the 2020 Plan: Assumptions Range Expected volatility 40% - 50% Expected dividend yield 10% - 20% Risk-free interest rate 0.5% - 2.0% Expected forfeiture rate 0% |
Summary of Stock Option Activity | The following tables summarize stock option activity during the three and nine months ended September 30, 2023 and 2022: Three months ended Weighted-average Balance as of June 30, 2023 2,273,272 $ 1.21 Granted — — Exercised — — Forfeited (104,320) 1.23 Balance as of September 30, 2023 2,168,952 $ 1.20 Three months ended Weighted-average Balance as of June 30, 2022 2,316,106 $ 1.21 Granted — — Exercised (5,511) 0.90 Forfeited (24,023) 1.20 Balance as of September 30, 2022 2,286,572 $ 1.21 Nine months ended Weighted-average Balance as of December 31, 2022 2,280,372 $ 1.21 Granted — — Exercised — — Forfeited (111,420) 1.23 Balance as of September 30, 2023 2,168,952 $ 1.20 Nine months ended Weighted-average Balance as of December 31, 2021 1,604,236 $ 1.08 Granted 742,000 1.46 Exercised (5,511) 0.90 Forfeited (54,153) 1.12 Balance as of September 30, 2022 2,286,572 $ 1.21 |
Schedule of Nonvested Share Activity | The following table summarizes the restricted stock (i) granted, (ii) vested and (iii) forfeited for the Company’s directors and officers and employees of the Manager as of September 30, 2023 and December 31, 2022: As of As of Granted 190,974 64,581 Vested (38,028) — Forfeited (33,934) (1,238) Balance 119,012 63,343 |
Restricted Stock Awards Activity | The following tables summarize the restricted stock activity during the three and nine months ended September 30, 2023 and 2022: Three months ended Weighted-average value at award date Balance as of June 30, 2023 137,482 $ 16.06 Granted — — Vested (18,470) 16.24 Forfeited — — Balance as of September 30, 2023 119,012 $ 16.03 Three months ended Weighted-average value at award date Balance as of June 30, 2022 64,581 $ 20.40 Granted — — Vested — — Forfeited (1,238) 20.18 Balance as of September 30, 2022 63,343 $ 20.40 Nine months ended Weighted-average value at award date Balance as of December 31, 2022 63,343 $ 20.40 Granted 126,393 15.55 Vested (38,028) 17.97 Forfeited (32,696) 20.39 Balance as of September 30, 2023 119,012 $ 16.03 Nine months ended Weighted-average value at award date Balance as of December 31, 2021 56,285 $ 20.43 Granted 8,296 20.18 Vested — — Forfeited (1,238) 20.18 Balance as of September 30, 2022 63,343 $ 20.40 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following information sets forth the computations of basic and diluted weighted average earnings per common share for the three and nine months ended September 30, 2023 and 2022: Three months ended Nine months ended 2023 2022 2023 2022 Net income attributable to common shareholders $ 7,979,875 $ 11,480,519 $ 30,140,482 $ 32,994,312 Dividends paid on preferred shares — — (7,500) (7,500) Dividends paid on unvested restricted stock (65,991) (36,165) (205,268) (99,827) Net income attributable to common shareholders 7,913,884 11,444,354 29,927,714 32,886,985 Divided by: Basic weighted average shares of common stock outstanding 20,324,125 20,019,760 20,315,162 19,687,730 Weighted average unvested restricted stock and dilutive stock options 18,755 92,273 75,223 92,273 Diluted weighted average shares of common stock outstanding 20,342,880 20,112,033 20,390,385 19,780,003 Basic weighted average earnings per common share $ 0.39 $ 0.57 $ 1.47 $ 1.67 Diluted weighted average earnings per common share $ 0.39 $ 0.57 $ 1.47 $ 1.66 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The following tables present fair value measurements of loans held at fair value as of September 30, 2023 and December 31, 2022: Fair Value Measurement as of September 30, 2023 Total Level 1 Level 2 Level 3 Loans held at fair value $ 70,010,878 $ — $ — $ 70,010,878 Total $ 70,010,878 $ — $ — $ 70,010,878 Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Loans held at fair value $ 99,226,051 $ — $ — $ 99,226,051 Total $ 99,226,051 $ — $ — $ 99,226,051 |
Fair Value Measurements of Changes in Loans using Level 3 inputs | The following table presents changes in loans that use Level 3 inputs as of and for the nine months ended September 30, 2023: Nine months ended Total loans using Level 3 inputs at December 31, 2022 $ 99,226,051 Realized gains (losses) on loans at fair value, net (1,213,416) Change in unrealized gains (losses) on loans at fair value, net (1,152,810) Additional fundings 1,881,840 Loan repayments (33,032,561) Accretion of original issue discount 1,308,253 PIK interest 2,993,521 Total loans using Level 3 inputs at September 30, 2023 $ 70,010,878 |
Fair Value Measurement Inputs and Valuation Techniques | The following tables summarize the significant unobservable inputs the Company used to value the loans categorized within Level 3 as of September 30, 2023 and December 31, 2022. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values. As of September 30, 2023 Unobservable Input Fair Value Primary Valuation Techniques Input Estimated Range Weighted Average Senior term loans $ 52,722,454 Yield analysis Market yield 32.61% - 39.06% 34.05% Senior term loans 17,288,424 Market approach Revenue multiple 0.60x - 0.80x 0.70x Total investments $ 70,010,878 As of December 31, 2022 Unobservable Input Fair Value Primary Valuation Techniques Input Estimated Range Weighted Average Senior term loans $ 99,226,051 Yield analysis Market yield 19.99% - 31.72% 21.81% Total investments $ 99,226,051 |
Book Value and Fair Value of the Financial Instruments | The following table details the book value and fair value of the Company’s financial instruments not recognized at fair value in the unaudited interim consolidated balance sheet as of September 30, 2023 : As of September 30, 2023 Carrying Value Fair Value Financial assets: Cash and cash equivalents $ 73,204,542 $ 73,204,542 Loans held for investment at carrying value $ 308,011,076 $ 296,997,094 Loan receivable held at carrying value $ 2,040,058 $ 1,020,872 Financial liabilities: Senior notes payable, net $ 87,864,345 $ 75,600,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the related party costs incurred by the Company for the three and nine months ended September 30, 2023 and 2022: Three months ended Nine months ended 2023 2022 2023 2022 Affiliate Costs Management fees $ 1,347,378 $ 1,318,563 $ 4,046,179 $ 3,869,023 Less: outside fees earned (405,276) (432,426) (1,311,501) (1,307,969) Base management fees 942,102 886,137 2,734,678 2,561,054 Incentive fees earned 2,632,765 2,938,598 7,857,901 9,312,462 General and administrative expenses reimbursable to Manager 817,985 910,243 2,801,214 2,790,846 Total $ 4,392,852 $ 4,734,978 $ 13,393,793 $ 14,664,362 |
DIVIDENDS AND DISTRIBUTIONS (Ta
DIVIDENDS AND DISTRIBUTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
DIVIDENDS AND DISTRIBUTIONS [Abstract] | |
Schedule of Dividends Payable | The following table summarizes the Company’s dividends declared during the nine months ended September 30, 2023 and 2022: Record Date Payment Common Share Aggregate Amount Paid Regular cash dividend 3/31/2022 4/15/2022 $ 0.55 $ 10,858,617 Regular cash dividend 6/30/2022 7/15/2022 0.56 11,120,408 Regular cash dividend 9/30/2022 10/14/2022 0.56 11,403,840 2022 Period Subtotal $ 1.67 $ 33,382,865 Regular cash dividend 3/31/2023 4/14/2023 $ 0.56 $ 11,473,971 Regular cash dividend 6/30/2023 7/14/2023 0.48 9,819,695 Regular cash dividend 9/30/2023 10/13/2023 0.48 9,819,695 2023 Period Subtotal $ 1.52 $ 31,113,361 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
LOANS HELD FOR INVESTMENT AT _4
LOANS HELD FOR INVESTMENT AT FAIR VALUE - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) loan | Dec. 31, 2022 USD ($) loan | |
Loans and Leases Receivable Disclosure [Line Items] | |||
Number of loans held for investment | loan | 2 | 3 | |
Loans held at fair value, aggregate commitments | $ 94,200,000 | $ 94,200,000 | $ 104,300,000 |
Outstanding principal | 73,005,930 | 73,005,930 | $ 102,376,546 |
Loans held at fair value, funded of outstanding principal | 1,900,000 | ||
Loan repayments | 33,032,561 | ||
Realized loss on loans | $ (1,213,416) | ||
Public Co. A | Real Estate | |||
Loans and Leases Receivable Disclosure [Line Items] | |||
Realized loss on loans | $ (1,200,000) |
LOANS HELD FOR INVESTMENT AT _5
LOANS HELD FOR INVESTMENT AT FAIR VALUE - Loans Held at Fair Value (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Loans and Leases Receivable Disclosure [Line Items] | ||
Fair Value | $ 70,010,878 | $ 99,226,051 |
Carrying Value | 72,573,622 | 100,635,985 |
Outstanding principal | $ 73,005,930 | $ 102,376,546 |
Weighted Average Remaining Life (Years) | 7 months 6 days | 1 year 2 months 12 days |
Senior term loans | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Fair Value | $ 70,010,878 | $ 99,226,051 |
Carrying Value | 72,573,622 | 100,635,985 |
Outstanding principal | $ 73,005,930 | $ 102,376,546 |
Weighted Average Remaining Life (Years) | 7 months 6 days | 1 year 2 months 12 days |
LOANS HELD FOR INVESTMENT AT _6
LOANS HELD FOR INVESTMENT AT FAIR VALUE - Changes in Loans Held at Fair Value (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Principal | |
Total loans held at fair value, principal, beginning balance | $ 102,376,546 |
Realized gains (losses) on loans at fair value, net | (1,213,416) |
New fundings | 1,881,840 |
Loan repayments | (33,032,561) |
PIK interest | 2,993,521 |
Total loans held at fair value, principal, ending balance | 73,005,930 |
Original Issue Discount | |
Loans held for at fair value, original issue discount, beginning balance | (1,740,561) |
Accretion of original issue discount, original issue discount | 1,308,253 |
Loans held for at fair value, original issue discount, ending balance | (432,308) |
Unrealized Gains (Losses) | |
Loans held at fair value, unrealized gains (losses), beginning balance | (1,409,934) |
Change in unrealized gains (losses) on loans at fair value, net, unrealized gains (losses) | (1,152,810) |
Loans held at fair value, unrealized gains (losses), ending balance | (2,562,744) |
Fair Value | |
Total loans held at fair value, fair value, beginning balance | 99,226,051 |
Realized gains (losses) on loans at fair value, net | (1,213,416) |
Change in unrealized gains (losses) on loans at fair value, net, fair value | (1,152,810) |
New fundings, fair value | 1,881,840 |
Accretion of original issue discount, fair value | 1,308,253 |
Loan repayments | (33,032,561) |
PIK interest, fair value | 2,993,521 |
Total loans held at fair value, fair value, ending balance | $ 70,010,878 |
LOANS HELD FOR INVESTMENT AT _7
LOANS HELD FOR INVESTMENT AT FAIR VALUE - Loans Held at Fair Value Portfolio (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 20, 2023 | Dec. 31, 2022 | |
Loans and Leases Receivable Disclosure [Line Items] | |||||
Fair Value | $ 70,010,878 | $ 70,010,878 | $ 99,226,051 | ||
Carrying Value | 72,573,622 | 72,573,622 | 100,635,985 | ||
Outstanding principal | 73,005,930 | $ 73,005,930 | $ 102,376,546 | ||
Private Co. A | Multi State | |||||
Loans and Leases Receivable Disclosure [Line Items] | |||||
Base interest rate | 13% | ||||
PIK interest rate | 2.70% | ||||
Private Co. A | Multi State | C, D | |||||
Loans and Leases Receivable Disclosure [Line Items] | |||||
Fair Value | 52,722,454 | $ 52,722,454 | |||
Carrying Value | 54,249,907 | 54,249,907 | |||
Outstanding principal | $ 54,682,215 | $ 54,682,215 | |||
Interest Rate | 15.70% | ||||
Private Co. B | Multi State | Subsequent Event | |||||
Loans and Leases Receivable Disclosure [Line Items] | |||||
Additional PIK interest rate | 5% | ||||
Private Co. B | MI | |||||
Loans and Leases Receivable Disclosure [Line Items] | |||||
Base interest rate | 14.70% | ||||
PIK interest rate | 4% | ||||
Additional PIK interest rate | 4% | 4% | |||
Protective advance | $ 200,000 | ||||
Private Co. B | MI | C, D | |||||
Loans and Leases Receivable Disclosure [Line Items] | |||||
Fair Value | $ 17,288,424 | $ 17,288,424 | |||
Carrying Value | 18,323,715 | 18,323,715 | |||
Outstanding principal | $ 18,323,715 | $ 18,323,715 | |||
Interest Rate | 18.70% |
LOANS HELD FOR INVESTMENT AT _8
LOANS HELD FOR INVESTMENT AT CARRYING VALUE - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Nov. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | Sep. 29, 2023 USD ($) | Sep. 30, 2023 USD ($) loan | Dec. 31, 2022 USD ($) loan | May 01, 2023 USD ($) | |
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Number of loans held for investments in portfolio (in loans) | loan | 9 | 9 | |||||
Loans held for investments aggregate commitments | $ 335,100,000 | $ 338,900,000 | |||||
Loans held at carrying value, outstanding principal | 322,737,668 | $ 296,584,529 | |||||
Loans held at carrying value, outstanding principal fundings | 59,100,000 | ||||||
Loan repayments, carrying value | 16,700,000 | ||||||
Sale of loans | $ 22,606,578 | ||||||
Percentage of loans held at carrying value with floating interest rates | 84% | 73% | |||||
Sub. of Private Co. G | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Interest expense | $ 800,000 | ||||||
Subsequent Event | Sub. of Private Co. G | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Interest expense | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||
Non-Accrual | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Loans held for investments aggregate commitments | $ 3,800,000 | ||||||
Number of loans on non accrual status, carrying value | loan | 1 | ||||||
Secured Overnight Financing Rate (SOFR) | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Interest rate floor | 3.30% | ||||||
Quoted interest rate | 0.053 | ||||||
Prime Rate | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Interest rate floor | 4.90% | ||||||
Quoted interest rate | 0.085 |
LOANS HELD FOR INVESTMENT AT _9
LOANS HELD FOR INVESTMENT AT CARRYING VALUE - Loans Held at Carrying Value (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Loans and Leases Receivable Disclosure [Line Items] | ||
Outstanding Principal | $ 322,737,668 | $ 296,584,529 |
Original Issue Discount | (14,726,592) | (11,407,417) |
Carrying Value | $ 308,011,076 | $ 285,177,112 |
Weighted Average Remaining Life (Years) | 2 years 6 months | 3 years 1 month 6 days |
Senior term loans | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Outstanding Principal | $ 322,737,668 | $ 296,584,529 |
Original Issue Discount | (14,726,592) | (11,407,417) |
Carrying Value | $ 308,011,076 | $ 285,177,112 |
Weighted Average Remaining Life (Years) | 2 years 6 months | 3 years 1 month 6 days |
LOANS HELD FOR INVESTMENT AT_10
LOANS HELD FOR INVESTMENT AT CARRYING VALUE - Changes in Loans Held at Carrying Value (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Principal | |
Total loans held at carrying value, principal, beginning balance | $ 296,584,529 |
New fundings | 59,088,860 |
Loan repayments | (12,676,917) |
Sale of loans | (22,606,578) |
PIK interest | 6,410,952 |
Loan amortization payments | (4,063,178) |
Total loans held at carrying value, principal, ending balance | 322,737,668 |
Original Issue Discount | |
Total loans held at carrying value, original issue discount, beginning balance | (11,407,417) |
New fundings | (7,713,475) |
Accretion of original issue discount | 3,126,933 |
Sale of loans | 1,267,367 |
Total loans held at carrying value, original issue discount, ending balance | (14,726,592) |
Carrying Value | |
Total loans held at carrying value, carrying value, beginning balance | 285,177,112 |
New fundings | 51,375,385 |
Accretion of original issue discount | 3,126,933 |
Loan repayments | (12,676,917) |
Sale of loans | (21,339,211) |
PIK interest | 6,410,952 |
Loan amortization payments | (4,063,178) |
Total loans held at carrying value, carrying value, ending balance | $ 308,011,076 |
LOANS HELD FOR INVESTMENT AT_11
LOANS HELD FOR INVESTMENT AT CARRYING VALUE - Loans Held at Carrying Value portfolio (Details) - USD ($) | 1 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
May 08, 2023 | Dec. 31, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Sep. 29, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 13, 2023 | Dec. 31, 2022 | |
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Outstanding Principal | $ 322,737,668 | $ 296,584,529 | ||||||||
Original Issue Discount | (14,726,592) | (11,407,417) | ||||||||
Carrying Value | $ 308,011,076 | $ 285,177,112 | ||||||||
Private Co. C | Base Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 9% | |||||||||
Private Co. C | Prime Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 4% | |||||||||
Private Co. C | PIK Interest Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 2% | |||||||||
Private Co. C | PA | C, D | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Outstanding Principal | $ 15,023,186 | |||||||||
Original Issue Discount | (289,545) | |||||||||
Carrying Value | $ 14,733,641 | |||||||||
Interest Rate | 19.50% | |||||||||
Sub. of Private Co. G | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Percentage of interest paid in kind | 75% | |||||||||
Interest expense | $ 800,000 | |||||||||
Sub. of Private Co. G | Subsequent Event | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest expense | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||
Sub. of Private Co. G | Base Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 10.25% | |||||||||
Protective advance | $ 1,600,000 | |||||||||
Sub. of Private Co. G | Prime Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 4.50% | |||||||||
Sub. of Private Co. G | Default rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 5% | |||||||||
Sub. of Private Co. G | Multi State | C, D | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Outstanding Principal | $ 80,625,124 | |||||||||
Original Issue Discount | (1,544,492) | |||||||||
Carrying Value | $ 79,080,632 | |||||||||
Interest Rate | 18.80% | |||||||||
Private Co. K | Base Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 12% | |||||||||
Private Co. K | PIK Interest Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 2% | |||||||||
Private Co. K | Secured Overnight Financing Rate (SOFR) | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 1% | |||||||||
Private Co. K | MA | C, D | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Outstanding Principal | $ 13,378,015 | |||||||||
Original Issue Discount | (715,917) | |||||||||
Carrying Value | $ 12,662,098 | |||||||||
Interest Rate | 19.30% | |||||||||
Private Co. I | Minimum | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Percentage of interest paid in kind | 50% | |||||||||
Private Co. I | Maximum | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Percentage of interest paid in kind | 60% | |||||||||
Private Co. I | Base Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 12% | |||||||||
Private Co. I | PIK Interest Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 4.50% | |||||||||
Private Co. I | Default rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 5% | |||||||||
Private Co. I | Secured Overnight Financing Rate (SOFR) | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 1% | |||||||||
Private Co. I | MD | C, D | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Outstanding Principal | $ 3,767,454 | |||||||||
Original Issue Discount | (50,036) | |||||||||
Carrying Value | $ 3,717,418 | |||||||||
Interest Rate | 21.80% | |||||||||
Private Co. J | Base Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 12% | |||||||||
Private Co. J | PIK Interest Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 4% | |||||||||
Private Co. J | Secured Overnight Financing Rate (SOFR) | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 1% | |||||||||
Private Co. J | MO | C, D | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Outstanding Principal | $ 22,121,889 | |||||||||
Original Issue Discount | (377,191) | |||||||||
Carrying Value | $ 21,744,698 | |||||||||
Interest Rate | 21.30% | |||||||||
Sub. of Public Co. H | Base Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 5.80% | |||||||||
Sub. of Public Co. H | Prime Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 5.50% | |||||||||
Sub. of Public Co. H | Multi State | C, D | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Outstanding Principal | $ 84,000,000 | |||||||||
Original Issue Discount | (2,747,942) | |||||||||
Carrying Value | $ 81,252,058 | |||||||||
Interest Rate | 14.30% | |||||||||
Private Co. L | Base Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 8.40% | |||||||||
Private Co. L | Secured Overnight Financing Rate (SOFR) | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 5% | |||||||||
Private Co. L | Multi State | C, D | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Outstanding Principal | $ 53,000,000 | |||||||||
Original Issue Discount | (1,965,871) | |||||||||
Carrying Value | $ 51,034,129 | |||||||||
Interest Rate | 13.70% | |||||||||
Sub. of Public Co. M | Base Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 9.50% | |||||||||
Sub. of Public Co. M | Multi State | C, D | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Outstanding Principal | $ 20,822,000 | |||||||||
Original Issue Discount | (2,513,150) | |||||||||
Carrying Value | $ 18,308,850 | |||||||||
Interest Rate | 9.50% | |||||||||
Private Co. M | Base Rate | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Interest Rate | 9% | |||||||||
Private Co. M | Multi State | C, D | ||||||||||
Loans held at investment, Carrying Amount [Abstract] | ||||||||||
Outstanding Principal | $ 30,000,000 | |||||||||
Original Issue Discount | (4,522,448) | |||||||||
Carrying Value | $ 25,477,552 | |||||||||
Interest Rate | 9% |
LOAN RECEIVABLE HELD AT CARRY_3
LOAN RECEIVABLE HELD AT CARRYING VALUE - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2023 USD ($) loan | Dec. 31, 2022 USD ($) loan | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Number of portfolio loans | loan | 1 | 1 |
Loans receivable at carrying value aggregate commitments | $ 4,000,000 | $ 4,000,000 |
Loans receivable at principal | 2,041,744 | $ 2,222,339 |
Proceeds from repayments of outstanding principal | 200,000 | |
Nonperforming Financial Instruments | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Loans receivable at principal | $ 2,000,000 | |
Number of loans | loan | 1 |
LOAN RECEIVABLE HELD AT CARRY_4
LOAN RECEIVABLE HELD AT CARRYING VALUE - Changes in Loans Receivable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Principal | ||
Total loans receivable at carrying value, principal, beginning balance | $ 2,041,744 | $ 2,222,339 |
Loan repayments | (180,595) | |
Total loans receivable at carrying value, principal, ending balance | 2,041,744 | $ 2,222,339 |
Original Issue Discount | ||
Total loans receivable at carrying value, original issue discount, beginning balance | (1,686) | |
Total loans receivable at carrying value, original issue discount, ending balance | (1,686) | |
Carrying Value | ||
Total loans receivable at carrying value, carrying value, beginning balance | 2,220,653 | |
Loan repayments | (180,595) | |
Total loans receivable at carrying value, carrying value, ending balance | $ 2,040,058 |
CURRENT EXPECTED CREDIT LOSSE_2
CURRENT EXPECTED CREDIT LOSSES - Narrative (Details) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Financing Receivable, Past Due [Line Items] | |||
Current expected credit loss reserve | $ 14,274,997 | $ 13,538,077 | |
CECL Reserve | |||
Financing Receivable, Past Due [Line Items] | |||
Current expected credit loss reserve | $ 14,441,842 | $ 13,388,444 | $ 14,292,205 |
Basis points of total loans and loans receivable at carrying value | 4.66% | 4.97% | |
Loans receivable at carrying value, commitment balance | $ 310,100,000 | $ 287,400,000 | |
CECL Reserve | Outstanding | |||
Financing Receivable, Past Due [Line Items] | |||
Current expected credit loss reserve | 14,274,997 | 13,129,270 | 13,538,077 |
CECL Reserve | Unfunded | |||
Financing Receivable, Past Due [Line Items] | |||
Current expected credit loss reserve | $ 166,845 | $ 259,174 | $ 754,128 |
CURRENT EXPECTED CREDIT LOSSE_3
CURRENT EXPECTED CREDIT LOSSES - Financing Receivable, Allowance for Credit Loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 13,538,077 | |||
Provision for current expected credit losses | $ 1,053,398 | $ 541,958 | 149,637 | $ 3,040,135 |
Ending balance | 14,274,997 | 14,274,997 | ||
CECL Reserve | ||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | 13,388,444 | 14,292,205 | ||
Provision for current expected credit losses | 1,053,398 | 149,637 | ||
Write-offs | 0 | 0 | ||
Recoveries | 0 | 0 | ||
Ending balance | 14,441,842 | 14,441,842 | ||
Outstanding | CECL Reserve | ||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | 13,129,270 | 13,538,077 | ||
Provision for current expected credit losses | 1,145,727 | 736,920 | ||
Write-offs | 0 | 0 | ||
Recoveries | 0 | 0 | ||
Ending balance | 14,274,997 | 14,274,997 | ||
Unfunded | CECL Reserve | ||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | 259,174 | 754,128 | ||
Provision for current expected credit losses | (92,329) | (587,283) | ||
Write-offs | 0 | 0 | ||
Recoveries | 0 | 0 | ||
Ending balance | $ 166,845 | $ 166,845 |
CURRENT EXPECTED CREDIT LOSSE_4
CURRENT EXPECTED CREDIT LOSSES - Financing Receivable Credit Quality Indicators (Details) | Sep. 30, 2023 USD ($) |
Financing Receivable, Credit Quality Indicator [Line Items] | |
2023 | $ 25,477,552 |
2022 | 82,005,077 |
2021 | 185,794,806 |
2020 | 16,773,699 |
Total | 310,051,134 |
1 | |
Financing Receivable, Credit Quality Indicator [Line Items] | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
Total | 0 |
2 | |
Financing Receivable, Credit Quality Indicator [Line Items] | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
Total | 0 |
3 | |
Financing Receivable, Credit Quality Indicator [Line Items] | |
2023 | 25,477,552 |
2022 | 82,005,077 |
2021 | 102,996,756 |
2020 | 14,733,641 |
Total | 225,213,026 |
4 | |
Financing Receivable, Credit Quality Indicator [Line Items] | |
2023 | 0 |
2022 | 0 |
2021 | 82,798,050 |
2020 | 0 |
Total | 82,798,050 |
5 | |
Financing Receivable, Credit Quality Indicator [Line Items] | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 2,040,058 |
Total | $ 2,040,058 |
INTEREST RECEIVABLE (Details)
INTEREST RECEIVABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Interest Receivable and Other Assets [Abstract] | ||
Interest receivable | $ 3,733,028 | $ 3,722,134 |
PIK receivable | 825,974 | 1,409,678 |
Unused fees receivable | 25,000 | 125,663 |
Total interest receivable | $ 4,584,002 | $ 5,257,475 |
INTEREST RESERVE - Narrative (D
INTEREST RESERVE - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) loan | Sep. 30, 2022 USD ($) | Dec. 31, 2022 loan | |
INTEREST RESERVE [Abstract] | |||||
Number of loans included in loan funded interest reserve (in loans) | loan | 1 | 3 | |||
Interest reserve disbursed | $ | $ 579,591 | $ 3,031,143 | $ 4,176,059 | $ 8,626,799 |
INTEREST RESERVE - Changes in I
INTEREST RESERVE - Changes in Interest Reserve (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Interest Reserve [Roll Forward] | ||||
Beginning reserves | $ 1,130,541 | $ 5,186,615 | $ 3,200,944 | $ 4,782,271 |
New reserves | 0 | 3,970,958 | 1,526,065 | 9,970,958 |
Reserves disbursed | (579,591) | (3,031,143) | (4,176,059) | (8,626,799) |
Ending reserves | $ 550,950 | $ 6,126,430 | $ 550,950 | $ 6,126,430 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 29, 2022 USD ($) | Nov. 03, 2021 USD ($) installment | May 07, 2021 USD ($) | Jul. 31, 2020 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||
Increase limit | $ 100,000,000 | |||||||||
Unused fee expense | $ 0 | $ 47,915 | $ 60,417 | |||||||
Line of credit payable, net | $ 0 | 0 | $ 60,000,000 | |||||||
Gain on extinguishment of debt | 0 | 0 | 1,986,381 | 0 | ||||||
2027 Senior Notes | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Unused fee expense | 0 | 0 | 0 | |||||||
Total principal | 90,000,000 | $ 90,000,000 | ||||||||
2027 Senior Notes | 2027 Senior Notes | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument, stated percentage | 5.75% | |||||||||
Debt instrument, aggregate principal | $ 100,000,000 | |||||||||
Net proceeds from offering | $ 97,000,000 | |||||||||
Redemption price percentage | 100% | 77.40% | ||||||||
Redemption price percentage, change of control triggering event | 101% | |||||||||
Debt service coverage ratio | 150% | |||||||||
Percentage of debt in aggregate principal | 60% | |||||||||
Secured debt of percentage in aggregate principal | 25% | |||||||||
Repurchased principal amount | 10,000,000 | $ 10,000,000 | ||||||||
Gain on extinguishment of debt | 2,000,000 | |||||||||
Total principal | 90,000,000 | 90,000,000 | ||||||||
Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Unused fee expense | $ 0 | 0 | $ 60,417 | |||||||
Revolving Credit Facility | Line of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit loan commitment | $ 60,000,000 | |||||||||
Debt instrument, stated percentage | 4.50% | |||||||||
Unused fee expense | 500,000 | |||||||||
Unused line fee percentage | 0.25% | |||||||||
Line of credit payable, net | 0 | $ 0 | $ 60,000,000 | |||||||
Minimum liquidity covenant | $ 5,000,000 | |||||||||
Minimum annual debt service coverage covenant | 1.5 | |||||||||
Maximum secured debt to total assets percentage covenant | 25% | |||||||||
Revolving Credit Facility | Line of Credit | Revolving Credit Agreement | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Proceeds from Revolving Credit Facility | $ 21,000,000 | |||||||||
Revolving Credit Facility | Line of Credit | Base Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable interest rate | 0.50% | |||||||||
Revolving Credit Facility | Secured Debt | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit loan commitment | $ 40,000,000 | |||||||||
Revolving credit interest rate | 8% | |||||||||
First Amendment Revolving Credit Facility | Secured Debt | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit loan commitment | $ 50,000,000 | |||||||||
Revolving credit interest rate | 6% | |||||||||
Second Amendment Revolving Credit Facility | Secured Debt | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit loan commitment | $ 75,000,000 | |||||||||
Unused fee expense | $ 100,000 | |||||||||
Unused line fee percentage | 0.25% | |||||||||
Revolving credit interest rate | 4.75% | |||||||||
One-time commitment fee percentage | 0.25% | |||||||||
Number of installments (in installments) | installment | 3 | |||||||||
One-time commitment fee | $ 200,000 | |||||||||
Acceleration of remaining deferred financing costs | $ 100,000 |
DEBT - Schedule of Maturities o
DEBT - Schedule of Maturities of Long-Term Debt (Details) - 2027 Senior Notes | Sep. 30, 2023 USD ($) |
Line of Credit Facility [Line Items] | |
2023 (remaining) | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 90,000,000 |
Thereafter | 0 |
Total principal | $ 90,000,000 |
DEBT - Summary Of Interest Expe
DEBT - Summary Of Interest Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Line of Credit Facility [Line Items] | ||||
Interest expense | $ 1,304,250 | $ 1,437,500 | $ 4,033,417 | $ 4,316,319 |
Unused fee expense | (26,667) | |||
Unused fee expense | 0 | 47,915 | 60,417 | |
Amortization of deferred financing and offering costs | 255,345 | 206,588 | 695,531 | 714,471 |
Total interest expense | 1,532,928 | 1,644,088 | 4,776,863 | 5,091,207 |
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Interest expense | 10,500 | 0 | 37,167 | 0 |
Unused fee expense | (26,667) | |||
Unused fee expense | 0 | 47,915 | 0 | |
Amortization of deferred financing and offering costs | 96,381 | 40,130 | 212,833 | 67,610 |
Total interest expense | 80,214 | 40,130 | 297,915 | 67,610 |
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Interest expense | 0 | 0 | 0 | 19,792 |
Unused fee expense | 0 | |||
Unused fee expense | 0 | 0 | 60,417 | |
Amortization of deferred financing and offering costs | 0 | 0 | 0 | 154,645 |
Total interest expense | 0 | 0 | 0 | 234,854 |
2027 Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Interest expense | 1,293,750 | 1,437,500 | 3,996,250 | 4,296,527 |
Unused fee expense | 0 | |||
Unused fee expense | 0 | 0 | 0 | |
Amortization of deferred financing and offering costs | 158,964 | 166,458 | 482,698 | 492,216 |
Total interest expense | $ 1,452,714 | $ 1,603,958 | $ 4,478,948 | $ 4,788,743 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Commitments to Fund Investments (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Total original loan commitments | $ 433,239,913 | $ 447,101,864 |
Less: drawn commitments | (423,239,913) | (401,476,418) |
Total undrawn commitments | $ 10,000,000 | $ 45,625,446 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 17, 2023 tranche | Sep. 30, 2023 | Sep. 30, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Termination, period to receive base salary | 12 months | ||
Termination, percentage of COBRA premiums paid | 100% | ||
Termination, period of COBRA premiums paid | 12 months | ||
Termination, accelerated vesting of equity awards, number of tranches | tranche | 1 | ||
Termination, extension of exercise period for outstanding options | 1 year | ||
Termination benefits | $ | $ 0.7 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jun. 20, 2023 | Jun. 13, 2023 | Apr. 05, 2022 | Jan. 19, 2022 | Jan. 10, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 10, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, authorized (in shares) | 10,000 | 10,000 | 10,000 | |||||||||||||
Preferred stock, issued (in shares) | 125 | 125 | 125 | |||||||||||||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock, outstanding (in shares) | 125 | 125 | 125 | |||||||||||||
Shares sold in offering (in shares) | 3,291,832 | 3,000,000 | ||||||||||||||
Offering price per share (in dollars per share) | $ 20.50 | |||||||||||||||
Proceeds from stock offering | $ 63,000,000 | $ 61,500,000 | ||||||||||||||
Payment of offering costs - equity offering | $ 0 | $ 1,711,365 | ||||||||||||||
Payments of stock issuance costs | $ 67,500,000 | |||||||||||||||
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Authorized repurchase amount | $ 20,000,000 | |||||||||||||||
Shares repurchased (in shares) | 0 | 0 | ||||||||||||||
Granted (in shares) | 0 | 0 | 0 | 742,000 | ||||||||||||
Granted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 1.46 | ||||||||||||
Options outstanding (in shares) | 2,168,952 | 2,286,572 | 2,168,952 | 2,286,572 | 2,280,372 | 2,273,272 | 2,316,106 | 1,604,236 | ||||||||
Stock-based compensation | $ 294,014 | $ 114,062 | $ 705,361 | $ 1,221,482 | ||||||||||||
Restricted Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Restricted stock, granted (in shares) | 0 | 0 | 126,393 | 8,296 | ||||||||||||
2020 Plan | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Granted (in shares) | 742,000 | |||||||||||||||
Granted (in dollars per share) | $ 20.18 | |||||||||||||||
Shares of common stock outstanding (in shares) | 2,326,892 | 2,326,892 | ||||||||||||||
Options outstanding (in shares) | 2,169,852 | 2,169,852 | ||||||||||||||
Share limit (in shares) | 2,793,288 | 2,793,288 | ||||||||||||||
2020 Plan | Restricted Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Restricted stock, granted (in shares) | 125,234 | 8,296 | ||||||||||||||
Vesting period | 3 years | 4 years | ||||||||||||||
Vesting percentage | 33% | 33% | ||||||||||||||
Awards outstanding (in shares) | 157,040 | 157,040 | ||||||||||||||
2020 Plan | Restricted Stock | James C. Fagan | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Restricted stock, granted (in shares) | 1,159 | |||||||||||||||
Vesting period | 1 year | |||||||||||||||
2020 Plan | Stock options | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Vesting period | 4 years | |||||||||||||||
Over-Allotment Option | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares sold in offering (in shares) | 291,832 | 450,000 | ||||||||||||||
Underwriting commissions | $ 3,500,000 | |||||||||||||||
Payment of offering costs - equity offering | $ 1,000,000 | |||||||||||||||
Shelf Registration | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Aggregate offering price | $ 1,000,000,000 | |||||||||||||||
Open Market Sale | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares sold in offering (in shares) | 621,398 | |||||||||||||||
Offering price per share (in dollars per share) | $ 18.30 | |||||||||||||||
Proceeds from stock offering | $ 10,400,000 | |||||||||||||||
Aggregate offering price | $ 75,000,000 | |||||||||||||||
Commission percentage | 3% | |||||||||||||||
Series A Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, authorized (in shares) | 10,000 | 10,000 | 10,000 | |||||||||||||
Preferred stock, issued (in shares) | 125 | 125 | 125 | |||||||||||||
Preferred stock, dividend rate | 12% | 12% | ||||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||
Preferred stock, redemption price (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||
Preferred stock, redemption amount | $ 125,000 | $ 125,000 | $ 125,000 | |||||||||||||
Preferred stock, outstanding (in shares) | 125 | 125 | 125 |
SHAREHOLDERS' EQUITY - Share-ba
SHAREHOLDERS' EQUITY - Share-based Payment Arrangement, Option, Activity (Details) - shares | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||||||
Non-vested (in shares) | 213,538 | 293,420 | ||||
Vested (in shares) | 2,161,094 | 2,081,212 | ||||
Exercised (in shares) | (5,511) | (5,511) | ||||
Forfeited (in shares) | (200,169) | (88,749) | ||||
Balance | 2,168,952 | 2,273,272 | 2,280,372 | 2,286,572 | 2,316,106 | 1,604,236 |
SHAREHOLDERS' EQUITY - Assumpti
SHAREHOLDERS' EQUITY - Assumption used in the Option Pricing Model of Options Granted (Details) - 2020 Plan - Stock options | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected forfeiture rate | 0% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 40% |
Expected dividend yield | 10% |
Risk-free interest rate | 0.50% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 50% |
Expected dividend yield | 20% |
Risk-free interest rate | 2% |
SHAREHOLDERS' EQUITY - Summary
SHAREHOLDERS' EQUITY - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Option Activity [Roll Forward] | ||||
Beginning balance (in shares) | 2,273,272 | 2,316,106 | 2,280,372 | 1,604,236 |
Granted (in shares) | 0 | 0 | 0 | 742,000 |
Exercised (in shares) | 0 | (5,511) | 0 | (5,511) |
Forfeited (in shares) | (104,320) | (24,023) | (111,420) | (54,153) |
Ending balance (in shares) | 2,168,952 | 2,286,572 | 2,168,952 | 2,286,572 |
Weighted-average grant date fair value per option | ||||
Beginning balance (in dollars per share) | $ 1.21 | $ 1.21 | $ 1.21 | $ 1.08 |
Granted - exercise price (in dollars per share) | 0 | 0 | 0 | 1.46 |
Exercised (in dollars per share) | 0 | 0.90 | 0 | 0.90 |
Forfeited (in dollars per share) | 1.23 | 1.20 | 1.23 | 1.12 |
Ending balance (in dollars per share) | $ 1.20 | $ 1.21 | $ 1.20 | $ 1.21 |
SHAREHOLDERS' EQUITY - Schedule
SHAREHOLDERS' EQUITY - Schedule of Nonvested Share Activity (Details) - Restricted Stock - shares | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 190,974 | 64,581 | ||||
Vested (in shares) | (38,028) | 0 | ||||
Forfeited (in shares) | (33,934) | (1,238) | ||||
Balance (in shares) | 119,012 | 137,482 | 63,343 | 63,343 | 64,581 | 56,285 |
SHAREHOLDERS' EQUITY - Share-_2
SHAREHOLDERS' EQUITY - Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unity, Activity (Details) - Restricted Stock - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Beginning balance (in shares) | 137,482 | 64,581 | 63,343 | 56,285 |
Granted (in shares) | 0 | 0 | 126,393 | 8,296 |
Vested (in shares) | (18,470) | 0 | (38,028) | 0 |
Forfeited (in shares) | 0 | (1,238) | (32,696) | (1,238) |
Ending balance (in shares) | 119,012 | 63,343 | 119,012 | 63,343 |
Weighted-average value at award date | ||||
Balance (in dollars per share) | $ 16.06 | $ 20.40 | $ 20.40 | $ 20.43 |
Granted (in dollars per share) | 0 | 0 | 15.55 | 20.18 |
Vested (in dollars per share) | 16.24 | 0 | 17.97 | 0 |
Forfeited (in dollars per share) | 0 | 20.18 | 20.39 | 20.18 |
Balance (in dollars per share) | $ 16.03 | $ 20.40 | $ 16.03 | $ 20.40 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share Reconciliation [Abstract] | ||||
Net income attributable to common shareholders | $ 7,979,875 | $ 11,480,519 | $ 30,140,482 | $ 32,994,312 |
Dividends paid on preferred shares | 0 | 0 | (7,500) | (7,500) |
Dividends paid on unvested restricted stock | (65,991) | (36,165) | (205,268) | (99,827) |
Net income attributable to common shareholders, basic | 7,913,884 | 11,444,354 | 29,927,714 | 32,886,985 |
Net income attributable to common shareholders, diluted | $ 7,913,884 | $ 11,444,354 | $ 29,927,714 | $ 32,886,985 |
Divided by: | ||||
Basic weighted average shares of common stock outstanding (in shares) | 20,324,125 | 20,019,760 | 20,315,162 | 19,687,730 |
Weighted average unvested restricted stock and dilutive stock options (in shares) | 18,755 | 92,273 | 75,223 | 92,273 |
Diluted weighted average shares of common stock outstanding (in shares) | 20,342,880 | 20,112,033 | 20,390,385 | 19,780,003 |
Basic weighted average earnings per common share (in dollars per share) | $ 0.39 | $ 0.57 | $ 1.47 | $ 1.67 |
Diluted weighted average earnings per common share (in dollars per share) | $ 0.39 | $ 0.57 | $ 1.47 | $ 1.66 |
Antidilutive stock options (in shares) | 2,288,419 | 1,406,700 | 2,247,328 | 1,406,700 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Income tax expense | $ 663,220 | $ 167,164 | $ 1,005,959 | $ 349,763 |
Tax expense for US federal tax | 0 | $ 0 | $ 0 | $ 0 |
Exercise tax as a percentage of undistributed ordinary income and net capital gains | 4% | |||
Unrecognized tax benefits | $ 0 | $ 0 |
FAIR VALUE - Fair Value, Assets
FAIR VALUE - Fair Value, Assets measured on Recurring and Nonrecurring Basis (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Loans held at fair value | $ 70,010,878 | $ 99,226,051 |
Total | 70,010,878 | 99,226,051 |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Loans held at fair value | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Loans held at fair value | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Loans held at fair value | 70,010,878 | 99,226,051 |
Total | $ 70,010,878 | $ 99,226,051 |
FAIR VALUE - Fair Value Measure
FAIR VALUE - Fair Value Measurements of Changes in Loans using Level 3 inputs (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Changes in Loans Using Level 3 Inputs [Abstract] | |
Total loans held at fair value, fair value, beginning balance | $ 99,226,051 |
Realized gains (losses) on loans at fair value, net | (1,213,416) |
Change in unrealized gains (losses) on loans at fair value, net | (1,152,810) |
Additional fundings | 1,881,840 |
Accretion of original issue discount | 1,308,253 |
PIK interest | 2,993,521 |
Total loans held at fair value, fair value, ending balance | 70,010,878 |
Level 3 | |
Changes in Loans Using Level 3 Inputs [Abstract] | |
Total loans held at fair value, fair value, beginning balance | 99,226,051 |
Realized gains (losses) on loans at fair value, net | (1,213,416) |
Change in unrealized gains (losses) on loans at fair value, net | (1,152,810) |
Additional fundings | 1,881,840 |
Loan repayments | (33,032,561) |
Accretion of original issue discount | 1,308,253 |
PIK interest | 2,993,521 |
Total loans held at fair value, fair value, ending balance | $ 70,010,878 |
FAIR VALUE - Narrative (Details
FAIR VALUE - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Change in unrealized gains (losses) on loans at fair value, net | $ (1,152,810) | ||
Realized loss on sale of debt securities | $ 0 | $ 200,000 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Change in unrealized gains (losses) on loans at fair value, net | $ (1,152,810) |
FAIR VALUE - Fair Value measu_2
FAIR VALUE - Fair Value measurement Inputs and Valuation Techniques (Details) - Level 3 | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Fair Value [Abstract] | ||
Loans held for investment, fair value | $ 70,010,878 | $ 99,226,051 |
Yield analysis | ||
Fair Value [Abstract] | ||
Loans held for investment, fair value | $ 52,722,454 | |
Estimated Range and Weighted Average [Abstract] | ||
Investment, Type [Extensible Enumeration] | Senior term loans | Senior term loans |
Yield analysis | Market Yield | Minimum | ||
Estimated Range and Weighted Average [Abstract] | ||
Unobservable Input | 0.3261 | 0.1999 |
Yield analysis | Market Yield | Maximum | ||
Estimated Range and Weighted Average [Abstract] | ||
Unobservable Input | 0.3906 | 0.3172 |
Yield analysis | Market Yield | Weighted Average | ||
Estimated Range and Weighted Average [Abstract] | ||
Unobservable Input | 0.3405 | 0.2181 |
Market approach | ||
Fair Value [Abstract] | ||
Loans held for investment, fair value | $ 17,288,424 | |
Estimated Range and Weighted Average [Abstract] | ||
Investment, Type [Extensible Enumeration] | Senior term loans | |
Market approach | Minimum | ||
Estimated Range and Weighted Average [Abstract] | ||
Unobservable Input | 0.6 | |
Market approach | Maximum | ||
Estimated Range and Weighted Average [Abstract] | ||
Unobservable Input | 0.8 | |
Market approach | Weighted Average | ||
Estimated Range and Weighted Average [Abstract] | ||
Unobservable Input | 0.7 |
FAIR VALUE - Book Value and Fai
FAIR VALUE - Book Value and Fair Value of the Financial Instruments (Details) | Sep. 30, 2023 USD ($) |
Carrying Value | |
Financial assets: | |
Cash and cash equivalents | $ 73,204,542 |
Loans held for investment at carrying value | 308,011,076 |
Loan receivable held at carrying value | 2,040,058 |
Financial liabilities: | |
Senior notes payable, net | 87,864,345 |
Fair Value | |
Financial assets: | |
Cash and cash equivalents | 73,204,542 |
Loans held for investment at carrying value | 296,997,094 |
Loan receivable held at carrying value | 1,020,872 |
Financial liabilities: | |
Senior notes payable, net | $ 75,600,000 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||
Dec. 31, 2023 USD ($) | Nov. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 29, 2023 USD ($) | Apr. 30, 2023 USD ($) | Mar. 31, 2023 | Nov. 30, 2022 USD ($) | Oct. 31, 2022 USD ($) | Aug. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) loan | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||||||||||
Incentive fees earned | $ 2,600,000 | $ 2,900,000 | $ 7,900,000 | $ 9,300,000 | ||||||||||||||||
Due from affiliate | $ 1,000,000 | 1,000,000 | 1,000,000 | $ 0 | ||||||||||||||||
Principal repayment of loans | 49,953,251 | 32,227,904 | ||||||||||||||||||
Loan exit fee | 1,100,000 | |||||||||||||||||||
Additional principal funded | 51,757,225 | $ 127,248,748 | ||||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Principal repayment of loans | $ 1,700,000 | |||||||||||||||||||
Loan exit fee | 100,000 | |||||||||||||||||||
Mr. Bernard Berman | Managers | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Membership interest | 3% | |||||||||||||||||||
AFC Agent | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Proceeds from related exit fees | 1,400,000 | |||||||||||||||||||
AFC Agent | Subsequent Event | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Principal repayment of loans | 2,300,000 | |||||||||||||||||||
Proceeds from related exit fees | 100,000 | |||||||||||||||||||
Commitments | 53,200,000 | |||||||||||||||||||
Sub. of Private Co. G | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Interest expense | $ 800,000 | |||||||||||||||||||
Sub. of Private Co. G | Subsequent Event | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Interest expense | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||
Sub. of Public Co. H | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Commitments | $ 84,000,000 | $ 84,000,000 | $ 84,000,000 | |||||||||||||||||
Decrease in loan commitment | $ 6,000,000 | |||||||||||||||||||
Additional principal funded | 9,000,000 | |||||||||||||||||||
Related Party | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Percentage of base management fees | 0.375% | 0.375% | 0.375% | |||||||||||||||||
Percentage of aggregate amount of any outside fees | 50% | 50% | 50% | |||||||||||||||||
Amounts payable | $ 4,900,000 | $ 4,900,000 | $ 4,900,000 | 5,700,000 | ||||||||||||||||
Affiliated Entity | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Due to affiliate | $ 19,700 | $ 19,700 | $ 19,700 | $ 18,100 | ||||||||||||||||
Number of co-invested loans held | loan | 4 | |||||||||||||||||||
Affiliated Entity | Private Co. I | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Loan commitments | $ 15,500,000 | |||||||||||||||||||
Portion of company sold | 0.66666 | |||||||||||||||||||
Commitments | $ 3,800,000 | |||||||||||||||||||
Affiliated Entity | Private Co. I | AFC Institutional Fund, LLC | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Percentage of loan held | 33.33% | 33.33% | 33.33% | |||||||||||||||||
Affiliated Entity | Private Co. A | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Loan commitments | $ 20,000,000 | |||||||||||||||||||
Increase in loan commitments | $ 7,100,000 | $ 15,300,000 | $ 20,000,000 | |||||||||||||||||
Interest rate | 13% | |||||||||||||||||||
Principal repayment of loans | $ 34,700,000 | |||||||||||||||||||
Commitments | $ 54,700,000 | $ 54,700,000 | 54,700,000 | |||||||||||||||||
Affiliated Entity | Private Co. A | Flower Loan Holdco LLC | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Increase in loan commitments | 1,400,000 | 2,500,000 | ||||||||||||||||||
Affiliated Entity | Private Co. A | The Company and third party lender | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Increase in loan commitments | 16,300,000 | |||||||||||||||||||
Affiliated Entity | Private Co. A | Third party lender | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Increase in loan commitments | 1,500,000 | $ 1,000,000 | ||||||||||||||||||
Affiliated Entity | Private Co. A | The Company, Flower Loan Holdco LLC and third party lenders | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Increase in loan commitments | $ 10,000,000 | |||||||||||||||||||
Affiliated Entity | Private Co. A | Lenders including the Company | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Principal repayment of loans | 48,200,000 | |||||||||||||||||||
Affiliated Entity | Sub. of Private Co. G | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Loan commitments | 73,500,000 | 73,500,000 | 73,500,000 | |||||||||||||||||
Increase in loan commitments | $ 8,100,000 | 43,400,000 | ||||||||||||||||||
Commitments | 80,600,000 | 80,600,000 | 80,600,000 | |||||||||||||||||
Affiliated Entity | Sub. of Private Co. G | The Company and A BDC Warehouse, LLC | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Increase in loan commitments | 53,400,000 | |||||||||||||||||||
Affiliated Entity | Sub. of Private Co. G | A BDC Warehouse, LLC | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Increase in loan commitments | $ 10,000,000 | |||||||||||||||||||
Affiliated Entity | Sub. of Public Co. H | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Loan commitments | 60,000,000 | |||||||||||||||||||
Increase in loan commitments | $ 30,000,000 | |||||||||||||||||||
Commitments | $ 84,000,000 | $ 84,000,000 | $ 84,000,000 | |||||||||||||||||
Affiliated Entity | Sub. of Public Co. H | Third party lender | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Loan commitments | 30,000,000 | |||||||||||||||||||
Increase in loan commitments | 15,000,000 | |||||||||||||||||||
Affiliated Entity | Sub. of Public Co. H | The Company, Predecessor in Interest to AFC Institutional Fund LLC and third party lenders | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Loan commitments | 100,000,000 | |||||||||||||||||||
Increase in loan commitments | $ 10,000,000 | 50,000,000 | ||||||||||||||||||
Affiliated Entity | Sub. of Public Co. H | Predecessor in Interest To AFC Institutional Fund LLC | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Loan commitments | $ 10,000,000 | |||||||||||||||||||
Increase in loan commitments | $ 5,000,000 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 986,772 | $ 1,050,932 | $ 4,068,780 | $ 3,372,813 |
Total | 4,392,852 | 4,734,978 | 13,393,793 | 14,664,362 |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 1,347,378 | 1,318,563 | 4,046,179 | 3,869,023 |
Less: outside fees earned | (405,276) | (432,426) | (1,311,501) | (1,307,969) |
Base management fees | 942,102 | 886,137 | 2,734,678 | 2,561,054 |
Incentive fees earned | 2,632,765 | 2,938,598 | 7,857,901 | 9,312,462 |
General and administrative expenses | $ 817,985 | $ 910,243 | $ 2,801,214 | $ 2,790,846 |
DIVIDENDS AND DISTRIBUTIONS (De
DIVIDENDS AND DISTRIBUTIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Dividends Payable [Line Items] | |||||||||
Common Share Distribution Amount (in dollars per share) | $ 1.52 | $ 1.67 | |||||||
Aggregate Amount Paid | $ 9,819,695 | $ 11,403,840 | $ 31,113,361 | $ 33,382,866 | $ 33,382,865 | ||||
Regular Cash Dividend | |||||||||
Dividends Payable [Line Items] | |||||||||
Common Share Distribution Amount (in dollars per share) | $ 0.48 | $ 0.48 | $ 0.56 | $ 0.56 | $ 0.56 | $ 0.55 | |||
Aggregate Amount Paid | $ 9,819,695 | $ 9,819,695 | $ 11,473,971 | $ 11,403,840 | $ 11,120,408 | $ 10,858,617 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||||
Principal repayment of loans | $ 49,953,251 | $ 32,227,904 | ||
Loan exit fee | $ 1,100,000 | |||
MI | Private Co. B | ||||
Subsequent Event [Line Items] | ||||
Base interest rate | 14.70% | |||
PIK interest rate | 4% | |||
Additional PIK interest rate | 4% | 4% | ||
AFC Agent | ||||
Subsequent Event [Line Items] | ||||
Proceeds from related exit fees | $ 1,400,000 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Principal repayment of loans | $ 1,700,000 | |||
Loan exit fee | 100,000 | |||
Subsequent Event | AFC Agent | ||||
Subsequent Event [Line Items] | ||||
Principal repayment of loans | 2,300,000 | |||
Proceeds from related exit fees | 100,000 | |||
Commitments | $ 53,200,000 |