AFC GAMMA, INC. Statement Regarding Forward-Looking Information
Some of the statements contained in this quarterly report constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and we intend such statements to be covered by the safe harbor provisions contained therein. The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. This description contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the results discussed in the forward-looking statements due to the factors set forth in "Risk Factors" in our final prospectus relating to our initial public offering filed with theSecurities and Exchange Commission ("SEC") in accordance with Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act") onMarch 19, 2021 (the "Final Prospectus"). In addition, some of the statements in this quarterly report (including in the following discussion) constitute forward-looking statements, which relate to future events or the future performance or financial condition ofAFC Gamma, Inc. ("AFCG" and the "Company," "we," "us" and "our"). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning: • use of proceeds of the IPO; • our business and investment strategy;
• our projected operating results, including our projections for distributable
earnings for the second quarter of 2021;
• the impact of the COVID-19 pandemic, on our business and
global economies;
• the ability of our Manager to locate suitable loan opportunities for us,
monitor, service and administer our loans and execute our investment strategy;
• allocation of loan opportunities to us by our Manager; • our projected operating results;
• actions and initiatives of the
government policies and the execution and impact of these actions, initiatives
and policies, including the fact that cannabis remains illegal under federal
law; the state of the United States , European Union and Asian economies
generally or in specific geographic regions;
• the estimated growth in and evolving market dynamics of the cannabis market;
• the demand for cannabis cultivation and processing facilities; • shifts in public opinion regarding cannabis;
• the state of the
• economic trends and economic recoveries; and • the collectability and timing of cash flows, if any, from our loans; • our ability to obtain and maintain financing arrangements; • our expected leverage; • Changes in the value of our loans; • our expected portfolio of loans; • our expected investment and underwriting process; • rates of default or decreased recovery rates on our loans;
• the degree to which our hedging strategies may or may not protect us from
interest rate volatility;
• changes in interest rates of our loans and impacts of such changes on our
results of operations, cash flows and the market value of our loans;
• interest rate mismatches between our loans and our borrowings used to fund
such loans;
• the departure of any of the executive officers or key personnel supporting and
assisting us from our Manager or its affiliates;
• impact of and changes in governmental regulations, tax law and rates,
accounting guidance and similar matters;
• our ability to maintain our exemption from registration under the Investment
Company Act of 1940 (the "1940 Act");
• our ability to qualify and maintain our qualification as a real estate
investment trust ("REIT") for
• estimates relating to our ability to make distributions to our stockholders in
the future;
• our understanding of our competition;
• market trends in our industry, interest rates, real estate values, the
securities markets or the general economy.
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We use words such as "anticipates," "believes," "expects," "intends," "will," "should," "may" and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and financial condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in "Risk Factors" and the other information included in our Final Prospectus and elsewhere in this quarterly report on Form 10-Q. We have based the forward-looking statements included in this quarterly report on information available to us on the date of this quarterly report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with theSEC , including annual reports on Form 10-K, registration statements on Form S-11, quarterly reports on Form 10-Q and current reports on Form 8-K.
Available Information
We routinely post important information for investors on our website, www.afcgamma.com. We intend to use this webpage as a means of disclosing material information, for complying with our disclosure obligations under Regulation FD and to post and update investor presentations and similar materials on a regular basis. AFCG encourages investors, analysts, the media and others interested in AFCG to monitor the Investors section of our website, in addition to following our press releases,SEC filings, public conference calls, presentations, webcasts and other information we post from time to time on our website. To sign-up for email-notifications, please visit the "Email Alerts" section of our website under the "IR Resources" section and enter the required information to enable notifications.
Overview
AFC Gamma, Inc. (the 'Company" or "AFCG" or "we") is a commercial real estate finance company founded inJuly 2020 by a veteran team of investment professionals. We originate, structure and underwrite senior secured loans and other types of loans for established cannabis industry operators in states that have legalized medicinal and/or adult use cannabis. As states continue to legalize cannabis for medical and adult use, an increasing number of companies operating in the cannabis industry need financing. Due to the capital constrained cannabis market which does not typically have access to traditional bank financing, we believe we are well positioned to become a prudent financing source to established cannabis industry operators given our stringent underwriting criteria, size and scale of operations and institutional infrastructure. Our objective is to provide attractive risk-adjusted returns over time through cash distributions and capital appreciation by providing loans to state law compliant cannabis companies. The loans we originate are primarily structured as senior loans secured by real estate, equipment, licenses and/or other assets of the loan parties to the extent permitted by applicable laws and the regulations governing such loan parties. Our targeted borrowers will sometimes be publicly traded on theCanadian Stock Exchange and/or over-the-counter inthe United States . Our loans typically have up to a five-year maturity and contain amortization and/or cash flow sweeps. As ofMarch 31, 2021 , members of our management team, provided by our Manager, and the members of the Investment Committee of our Manager, who advises on our investments and operations, had sourced loans worth approximately$5.5 billion across the cannabis industry in various states while maintaining a robust pipeline of potentially actionable opportunities.
We are externally managed by our Manager,
We commenced operations onJuly 31, 2020 and completed our IPO inMarch 2021 . We are incorporated inMaryland and intend to elect and qualify to be taxed as a real estate investment trust ("REIT"), commencing with our taxable year endingDecember 31, 2020 . We generally will not be subject toU.S. federal income taxes on our taxable income to the extent that we annually distribute all or substantially all of our taxable income to stockholders and maintain our intended qualification as a REIT. We also intend to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the "Investment Company Act"). 19
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We are an "emerging growth company," as defined in the Jumpstart Our Business
Startups Act ("JOBS Act"), and we are eligible to take advantage of certain
exemptions from various reporting requirements that are applicable to other
public companies that are not "emerging growth companies" including, but not
limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding
advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved. In addition, Section 107 of the JOBS
Act also provides that an "emerging growth company" can take advantage of the
extended transition period provided in Section 7(a)(2)(B) of the Securities Act
for complying with new or revised accounting standards. In other words, an
"emerging growth company" can delay the adoption of certain accounting standards
until those standards would otherwise apply to private companies. We have
elected to take advantage of the extended transition period to comply with new
or revised accounting standards and to adopt certain of the reduced disclosure
requirements available to emerging growth companies. As a result of the
accounting standards election, we will not be subject to the same implementation
timing for new or revised accounting standards as other public companies that
are not emerging growth companies which may make comparison of our financials to
those of other public companies more difficult.
We could remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our annual gross
revenues exceed $1.07 billion , (ii) the date that we become a "large accelerated
filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as
amended, which would occur if the market value of our common stock that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter, or (iii) the date on which we have
issued more than $1.0 billion in non-convertible debt during the preceding three
year period.
Developments during the First Quarter of 2021:
OnMarch 23, 2021 , we completed our initial public offering ("IPO") of 6,250,000 shares of our common stock at a price of$19.00 per share, raising$118.8 million in gross proceeds. The underwriters also exercised their over-allotment option to purchase up to an additional 937,500 shares of our common stock at a price of$19.00 per share, which was completed onMay 26, 2021 , raising$17.8 million in gross proceeds. The underwriting commissions of$8.3 million and$1.2 million , respectively, are reflected as a reduction of additional paid-in capital on the statement of stockholders' equity. We incurred approximately$3.1 million of expenses in connection with the IPO, which is reflected as a reduction in additional paid-in capital. The net proceeds to us totaled approximately$123.9 million . We intend to use the net proceeds of the IPO (i) to fund loans related to unfunded commitments to existing borrowers, (ii) to originate and participate in commercial loans to companies operating in the cannabis industry that are consistent with our investment strategy and (iii) for working capital and other general corporate purposes. Until appropriate investments can be identified, we may invest this balance in interest-bearing short-term investments, including money market accounts or funds, commercial mortgage-backed securities and corporate bonds, which are consistent with our intention to qualify as a REIT and to maintain our exclusion from registration under the Investment Company Act.
Updates to Our Loan Portfolio during the First Quarter of 2021
InJanuary 2021 , Public Company A and its related loan parties entered into Modification Agreements for each of the Public Company A loans pursuant to which we agreed, subject to certain terms and conditions, to forbear from exercising our rights and remedies regarding defaults by the loan parties resulting from, among other things, the loan parties' failure to timely pay taxes due, incurrence of mechanic's liens and tax liens on assets, failure to notify the lenders of such failure to pay and incurrence of liens, failure to make payments due inJanuary 2021 under the Public Company A loans in an aggregate amount of$789,177 owed to all lenders, failure to make payment obligations owed to third party creditors and failure to enter into specified debt restructuring transactions. In exchange for such agreement to forbear, we and the other lenders received certain consideration. Such defaults were unrelated to the COVID-19 pandemic. Under the modification agreement relating to the PublicCompany A real estate loan (the "RE Modification Agreement"), we and the other lenders agreed to forbear until the earlier ofDecember 21, 2021 and the existence of any new event of default, and the terms of the real estate loan were modified to, among other things, (i) extend the maturity date fromJune 27, 2021 toDecember 21, 2021 , (ii) modify the interest rate to 14.0%, with 12.0% paid monthly and 2.0% paid at maturity and (iii) add an exit fee of$1.0 million payable upon payment in full of the real estate loan on the maturity date. The RE Modification Agreement also provided for the establishment of an interest reserve for the payment of the last three months of interest on the real estate loan. Additional consideration for the RE Modification Agreement included (w) a modification fee in an amount equal to 3.0% per annum on the outstanding principal of the real estate loan fromMay 19, 2020 to the effective date of the RE Modification Agreement less certain fees previously paid, (x) the right to acquire common shares of Public Company A in an aggregate amount equal to$1.2 million , (y) the right to acquire warrants to purchase common shares of PublicCompany A and (z) reimbursement of certain expenses. We sold our portion of the rights to acquire the common shares and warrants received as considerations for the RE Modification Agreement to the administrative agent under the PublicCompany A real estate loan documents. Under the modification agreement relating to Public Company A equipment loan (the "Equipment Modification Agreement" and, together with the RE Modification Agreement, the "Modification Agreements"), we and the other lenders agreed to forbear until the earlier ofFebruary 5, 2024 and the existence of any new event of default, and the terms of the equipment loan were modified to, among other things, (i) amend the payment schedule allowing for reduced monthly payments for three months, with the reduced amounts amortized equally over the remaining monthly payments, (ii) add an exit fee of$500,000 due at the end of the term of the agreement governing the equipment loan, (iii) release a certain guarantor, and (iv) add a new parent company guarantee. Additional consideration for the Equipment Modification Agreement included (x) a modification fee in an amount equal to 6.0% per annum on the outstanding principal of the equipment loan fromMay 19, 2020 through and including the effective date of the Equipment Modification Agreement less certain fees previously paid, (y) an additional fee of$500,000 payable in equal monthly installments commencingApril 5, 2021 and (z) reimbursement of certain expenses. In connection with the Modification Agreements, Public Company A consummated the initial closing of$10.1 million of its non-brokered convertible debenture offering for up to$25.0 million of debenture units. The net proceeds received by Public Company A from the convertible debenture offering are intended to be used for working capital, previous debt obligations and general corporate purposes. The loan parties have since paid theJanuary 2021 payments under the Public Company A loans and there are no delinquent payment obligations owed to us under the agreements governing the Public Company A loans. To the best of our knowledge, Public Company A has repaid in full the other monetary obligations it owed under the Modification Agreement. While Public Company A was able to obtain these modifications and consummate the above-referenced convertible debentures offering, Public Company A and its related loan parties may have difficulty meeting their future obligations. None of our other borrowers are now, or have previously been, in default under their respective loan agreements with us. 20
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InMarch 2021 , we entered into a commitment toPrivate Co. E for a$21 million senior term loan and funded$7 million at closing, including a$2 million interest reserve. The loan has an interest rate of 12% plus LIBOR per annum with a LIBOR floor of 1% and PIK interest of 4%. The loan has a maturity date ofApril 2026 , an unused fee of 3% and OID of 8.7%.Private Co. E is a single-state medical cannabis operator inOhio . Its operations consist of a cultivation facility currently in construction and an operational dispensary. The real estate collateral for this senior term loan includes both the dispensary and cultivation facility inOhio . Sale of Assigned Rights InJanuary 2021 we sold our Assigned Rights to acquire and/or assign (i) 578,476 common shares of Public Company A and (ii) warrants to purchase approximately 289,238 common shares of Public Company A at an exercise price based on a specified formula tied to the volume weighted average trading price of such common shares, to the third-party administrative agent under thePublic Company A loans for an aggregate purchase price of$103,302 . InMarch 2021 , we sold toAFC Warehouse Holding, LLC , an affiliate of the Manager and us, an Assigned Right to acquire and/or assign a warrant to purchase 1,382,000 common shares ofPrivate Co. E at an exercise price of$0.01 per share for an aggregate purchase price of$1,104,614 , representing the fair value of such Assigned Right as of the date of such sale, as determined by management and the majority of independent directors (based on various subjective and objective factors, including input from an independent third-party valuation firm).
Dividends Declared Per Share
InDecember 2020 , we declared a seven-for-one stock split in the form of a stock dividend, pursuant to which six additional shares of our common stock shall be issued for each outstanding share of our common stock, payable onJanuary 25, 2021 to each stockholder of record as of the close of business onJanuary 21, 2021 out of our authorized but unissued shares of common stock. InMarch 2021 , we declared a regular cash dividend of$0.36 per share of our common stock, relating to the first quarter of 2021, paid onMarch 31, 2021 to stockholders of record as ofMarch 15, 2021 . The aggregate amount of the regular cash dividend payment was approximately$2.2 million .
The payment of these dividends are not indicative of our ability to pay such dividends in the future.
Recent Developments InMay 2021 , we declared a regular cash dividend of$0.38 per share of our common stock, relating to the second quarter of 2021 which will be paid onJune 30, 2021 to stockholders of record as ofJune 15, 2021 . The aggregate amount of the regular cash dividend payment will be approximately$5.1 million . The payment of this dividend is not indicative of our ability to pay such dividends in the future.
Subsequent to
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InApril 2021 , Sub. OfPublic Co. C repaid their loan in full. The loan had an original maturity date ofFebruary 2025 and the outstanding principal on the date of repayment was approximately$12.1 million . We received an exit fee of$750,000 and a prepayment premium of$750,000 upon repayment of the loan. InApril 2021 , we entered into a commitment to a$13 million senior term loan and funded$5.25 million at closing, including a$925,000 interest reserve. The loan has an interest rate of 13% and PIK interest of 4% with a step down to 2% once certain criteria are met as defined in the loan agreement. The loan has a maturity date ofMay 2026 , an unused fee of 3%, an exit fee of 15% and OID of 15.5%. The borrower is a medical cannabis operator inMissouri . The real estate collateral for this senior term loan includes the borrower's cultivation and two dispensary facilities inMissouri . InApril 2021 , we entered into a commitment to a$15 million senior term loan and funded$15 million at closing. The loan has an interest rate of 13%. The loan has a maturity date ofApril 2025 and OID of 7%. The borrower is a multi-state medical and recreational cannabis provided with operations inFlorida ,Texas, Michigan andPennsylvania . The real estate collateral for this senior term loan includes the borrower's cultivation facility inMichigan . InApril 2021 , we entered into a commitment to a$22 million senior term loan and funded$22 million at closing, including a$2 million interest reserve. The loan has an interest rate of 12% plus LIBOR, with a 1% LIBOR floor, and PIK interest of 4% with step downs to 2% and 1.5% once certain criteria are met as defined in the loan agreement. The loan has a maturity date ofMay 2026 , an exit fee of 10%, provided that if certain criteria are met as defined in the loan agreement the exit fee is 2%, and OID of 4%. The borrower's parent entity has licenses across nine states, and the real estate collateral for this senior term loan includes the borrower's retail facility inNew Jersey and its cultivation facility under construction inNew Jersey . This senior term loan relates to the Syndication Letters, as defined and discussed in our Final Prospectus, whereby the loan was initially contemplated as a$46,150,000 commitment and our Manager had syndicated$22 million to us and$24,150,000 to an affiliate,AFC Investments, LLC , subject to satisfactory diligence and definitive loan documentation. The final negotiated loan commitment was for$22 million and AFCG holds the entire amount, with no portion syndicatedAFC Investments, LLC . InMay 2021 , we amended our senior secured revolving credit agreement, datedAugust 18, 2020 , by and among us, as borrower, andAFC Finance, LLC , an affiliate of ours and our management, as a lender and agent andGamma Lending Holdco LLC , an entity controlled byJonathan Kalikow , our Head of Real Estate and one of our directors, and his father , as a lender (as may be amended, supplemented, amended and restated or otherwise modified from time to time, the "Revolving Credit Agreement"). The amendment to the Revolving Credit Agreement increased the loan commitment from$40 million to$50 million , decreased the interest rate from 8% per annum to 6% per annum, removedGamma Lending Holdco LLC as a party thereto and extended the maturity date fromJuly 31, 2021 to the earlier of (i)December 31, 2021 or (ii) the date of the closing of any credit facility where the proceeds are incurred to refund, refinance or replace the Revolving Credit Agreement with an aggregate principal amount equal to or greater than$50 million (any such financing, a "Refinancing Credit Facility") in accordance with the terms in the Revolving Credit Agreement. We did not incur any fees or cost related to the amendment of the Revolving Credit Agreement and the Revolving Credit Agreement does not have any unused fees. As of the date of this quarterly report, we have not drawn on the Revolving Credit Agreement or incurred any fees or interest expense related to the Revolving Credit Agreement.
Key Financial Measures and Indicators
As a commercial real estate finance company, we believe the key financial measures and indicators for our business are Distributable Earnings, Adjusted Distributable Earnings, book value per share and dividends declared per share.
Non-GAAP Metrics
Distributable Earnings and Adjusted Distributable Earnings
In addition to using certain financial metrics prepared in accordance with GAAP
to evaluate our performance, we also use Distributable Earnings and Adjusted
Distributable Earnings to evaluate our performance excluding the effects of
certain transactions and GAAP adjustments we believe are not necessarily
indicative of our current loan activity and operations. Each of Distributable
Earnings and Adjusted Distributable Earnings is a measure that is not prepared
in accordance with GAAP. We use these non-GAAP financial measures both to
explain our results to stockholders and the investment community and in the
internal evaluation and management of our businesses. Our management believes
that these non-GAAP financial measures and the information they provide are
useful to investors since these measures permit investors and stockholders to
assess the overall performance of our business using the same tools that our
management uses to evaluate our past performance and prospects for future
performance.
The determination of Distributable Earnings is substantially similar to the
determination of Core Earnings under our Management Agreement, provided that
Core Earnings is a component of the calculation of any Incentive Fees earned
under the Management Agreement for the applicable time period, and thus Core
Earnings is calculated prior to Incentive Fee expense, while the calculation of
Distributable Earnings accounts for any Incentive Fees earned for such time
period. We define Distributable Earnings as, for a specified period, the net
income (loss) computed in accordance with GAAP, excluding (i) non-cash equity
compensation expense, (ii) depreciation and amortization, (iii) any unrealized
gains, losses or other non-cash items recorded in net income (loss) for the
period, regardless of whether such items are included in other comprehensive
income or loss, or in net income (loss); provided that Distributable Earnings
does not exclude, in the case of investments with a deferred interest feature
(such as OID, debt instruments with PIK interest and zero coupon securities),
accrued income that we have not yet received in cash, (iv) provision for current
expected credit losses and (v) one-time events pursuant to changes in GAAP and
certain non-cash charges, in each case after discussions between our Manager and
our independent directors and after approval by a majority of such independent
directors. We define Adjusted Distributable Earnings, for a specified period, as
Distributable Earnings excluding certain non-recurring organizational expenses
(such as one-time expenses related to our formation and start-up).
We believe providing Distributable Earnings and Adjusted Distributable Earnings
on a supplemental basis to our net income as determined in accordance with GAAP
is helpful to stockholders in assessing the overall performance of our business.
As a REIT, we are required to distribute at least 90% of our annual REIT taxable
income and to pay tax at regular corporate rates to the extent that we annually
distribute less than 100% of such taxable income. Given these requirements and
our belief that dividends are generally one of the principal reasons that
stockholders invest in our common stock, we generally intend to attempt to pay
dividends to our stockholders in an amount equal to our net taxable income, if
and to the extent authorized by our Board. Distributable Earnings is one of many
factors considered by our Board in declaring dividends and, while not a direct
measure of net taxable income, over time, the measure can be considered a useful
indicator of our dividends.
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Distributable Earnings and Adjusted Distributable Earnings are "non-GAAP financial measures" and should not be considered as substitutes for GAAP net income. We caution readers that our methodology for calculating Distributable Earnings and Adjusted Distributable Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our reported Distributable Earnings and Adjusted Distributable Earnings may not be comparable to similar measures presented by other REITs.
The following table provides a reconciliation of GAAP net income to Distributable Earnings and Adjusted Distributable Earnings:
For the three
months ended
March 31, 2021
Net Income $ 1,400,755
Adjustments to net income
Non-Cash Equity compensation expense 1,599,115
Depreciation and amortization - Unrealized (gain), losses or other non-cash items
144,402
Provision for current expected credit losses
66,100
One-time events pursuant to changes in GAAP and certain non-cash charges
-
Distributable Earnings $ 3,210,372
Adjustments to Distributable Earnings
Organizational expense -
Adjusted Distributable Earnings $ 3,210,372
Basic weighted average shares of common stock outstanding (in shares) 7,144,670
Adjusted Distributable Earnings per weighted Average Share $ 0.45 Book Value Per Share We believe that book value per share is helpful to stockholders in evaluating our growth as we scale our equity capital base and continue to invest in our target investments. The book value per share of our common stock as ofMarch 31, 2021 andDecember 31, 2020 was approximately$16.18 and$14.83 , respectively, on a post-split basis.
Dividends Declared Per Share
InDecember 2020 , we declared a seven-for-one stock split in the form of a stock dividend, pursuant to which six additional shares of our common stock were issued for each outstanding share of our common stock, payable onJanuary 25, 2021 to each stockholder of record as of the close of business onJanuary 21, 2021 out of our authorized but unissued shares of common stock. InMarch 2021 , we declared a regular cash dividend of$0.36 per share of our common stock, relating to the first quarter of 2021which was paid onMarch 31, 2021 to stockholders of record as ofMarch 15, 2021 . The aggregate amount of the regular cash dividend payment was approximately$2.2 million . The payment of this dividend is not indicative of our ability to pay such dividends in the future. InMay 2021 , we declared a regular cash dividend of$0.38 per share of our common stock, relating to the second quarter of 2021 which will be paid onJune 30, 2021 to stockholders of record as ofJune 15, 2021 . The aggregate amount of the regular cash dividend payment will be approximately$5.1million . The payment of this dividend is not indicative of our ability to pay such dividends in the future. 23
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Factors Impacting our Operating Results
The results of our operations are affected by a number of factors and primarily depend on, among other things, the level of our net interest income, the market value of our assets and the supply of, and demand for, commercial real estate debt and other financial assets in the marketplace. Our net interest income, which includes the accretion and amortization of OID, is recognized based on the contractual rate and the outstanding principal balance of the loans we originate. Interest rates will vary according to the type of loan, conditions in the financial markets, creditworthiness of our borrowers, competition and other factors, some of which cannot be predicted with any certainty. Our operating results may also be impacted by credit losses in excess of initial anticipations or unanticipated credit events experienced by borrowers.
Results of Operations
We commenced operations onJuly 31, 2020 and therefore, have no period to compare results for the three months endedMarch 31, 2021 . We are currently in the process of investing the proceeds of our IPO. Results for the initial period of our operations are not indicative of the results we expect when our investment strategy has been fully implemented. Our net income allocable to our common stockholders for the three months endedMarch 31, 2021 was approximately$1.4 million or$0.20 per common share. Net income of approximately$1.4 million was comprised of approximately$4.7 million in total revenues, operating expenses of approximately$0.6 million , stock-based compensation expense of approximately$1.6 million , management and incentive fees of approximately$0.9 million , change in the provision for current expected credit losses of approximately$0.1 million and a net change in unrealized gain on loans of approximately$0.1 million . Investments in loans held at fair value are recorded on the trade date at cost, which reflects the amount of principal funded net of any original issue discounts. An unrealized gain arises when the value the loan portfolio exceeds its cost and an unrealized loss arises when the value of the loan portfolio is less than its cost. The net change in unrealized gain of approximately$0.1 million for the three months endedMarch 31, 2021 was mainly driven by the net change in the valuation of the loans.
For the three months ended
For the three months ended
Provision for Current Expected Credit Losses
For the three months endedMarch 31, 2021 , the increase to our provision for current expected credit loss was$66,100 and the balance as ofMarch 31, 2021 was$531,497 or 125 basis points of our total loans held at carrying value and loans receivable at carrying value commitment balance of$42,393,791 and was bifurcated between (i) the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value and loans receivable at carrying value of$248,317 and (ii) a liability for unfunded commitments of$283,180 . The liability is based on the unfunded portion of loan commitments over the full contractual period over which we are exposed to credit risk through a current obligation to extend credit. Management considered the likelihood that funding will occur, and if funded, the expected credit loss on the funded portion. We continuously evaluate the credit quality of each loan by assessing the risk factors of each loan.
Loan Portfolio
As ofMarch 31, 2021 andDecember 31, 2020 , the Company's portfolio included four loans, respectively, held at fair value. The aggregate originated commitment under these loans was approximately$62.4 million and$59.9 million , respectively, and outstanding principal was approximately$52.2 million and$50.8 million , respectively, as ofMarch 31, 2021 andDecember 31, 2020 . For the three months endedMarch 31, 2021 , the Company funded approximately$1.0 million of outstanding principal. As ofMarch 31, 2021 andDecember 31, 2020 , approximately 0% and 6.0%, respectively, of the Company's loans held at fair value have floating interest rates. As ofDecember 31, 2020 , these floating rates were subject to LIBOR floors, with a weighted average floor of 2.5%, calculated based on loans with LIBOR floors. References to LIBOR or "L" are to 30-day LIBOR (unless otherwise specifically stated). 24
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The following tables summarize the Company's loans held at fair value as of
As of March 31, 2021
Weighted Average
Carrying Outstanding Remaining Life
Fair Value (2) Value (1) Principal (1) (Years)(3)
Senior Term Loans $ 50,252,049 $ 48,833,111 $ 52,212,608 3.1
Total loans held at fair value
$ 52,212,608 3.1 As of December 31, 2020 Weighted Average Carrying Outstanding Remaining Life Fair Value (2) Value (1) Principal (1) (Years)(3) Senior Term Loans$ 48,558,051 $ 46,994,711 $ 50,831,235 3.3
Total loans held at fair value
$ 50,831,235 3.3
(1) The difference between the Carrying Value and the Outstanding Principal
amount of the loans consists of unaccreted purchase discount, deferred loan
fees and loan origination costs.
(2) Refer to Footnote 14 to our unaudited financial statements included elsewhere
in this quarterly report.
(3) Weighted average remaining life is calculated based on the fair value of the
loans as of
The following table presents changes in loans held at fair value as of and for
the three months ended
Original Issue Unrealized Gains
Principal Discount / (Losses) Fair Value
Total loans held at fair value atDecember 31, 2020 $
50,831,235 $ (3,836,524 ) $ 1,563,340
- - (144,402 ) (144,402 )
New fundings 992,000 (142,982 ) - 849,018
Accretion of original issue discount - 600,009 - 600,009
PIK Interest 389,373 - - 389,373
Total loans held at fair value at March 31, 2021 $ 52,212,608 $ (3,379,497 ) $ 1,418,938 $ 50,252,049
As of March 31, 2021 and December 31, 2020 , the Company's portfolio included
four and three loans, respectively, held at carrying value. The aggregate
originated commitment under these loans was approximately $65 million and $44
million , respectively, and outstanding principal was approximately $42.9 million
and $33.9 million , respectively, as of March 31, 2021 and December 31, 2020 .
During the three months ended March 31, 2021 , the Company funded approximately
$8.9 million of outstanding principal. As of March 31, 2021 and December 31,
2020 , approximately 49% and 35%, respectively, of the Company's loans held at
carrying value have floating interest rates. These floating rates are subject
to London Interbank Offered Rate ("LIBOR") floors, with a weighted average floor
of 1% and 1%, respectively, calculated based on loans with LIBOR floors.
References to LIBOR or "L" are to 30-day LIBOR (unless otherwise specifically
stated).
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The following tables summarize the Company's loans held at carrying value as of
As of March 31, 2021
Weighted Average
Outstanding Original Issue Carrying Remaining Life
Principal (1) Discount Value (1) (Years)(2)
Senior Term Loans $ 42,940,850 $ (3,787,914 ) $ 39,152,936 4.5
Total loans held at carrying value $ 42,940,850 $ (3,787,914 ) $ 39,152,936 4.5
As of December 31, 2020
Weighted Average
Outstanding Original Issue Carrying Remaining Life
Principal (1) Discount Value (1) (Years)(2)
Senior Term Loans $ 33,907,763 $ (2,070,732 ) $ 31,837,031 4.7
Total loans held at carrying value
4.7
(3) The difference between the Carrying Value and the Outstanding Principal
amount of the loans consists of unaccreted original issue discount and loan
origination costs.
(4) Weighted average remaining life is calculated based on the carrying value of
the loans as of
The following table presents changes in loans held at carrying value as of and
for the three months ended
Original Issue
Principal Discount Carrying Value
Total loans held at carrying value at
8,863,455 (1,824,614 ) 7,038,841
Accretion of original issue discount - 107,432 107,432
PIK Interest 169,632 169,632
Total loans held at carrying value at
As ofMarch 31, 2021 andDecember 31, 2020 , the Company's portfolio included one loan receivable at carrying value. The originated commitment under this loan was approximately$4 million and outstanding principal was approximately$3.2 and$3.4 million as ofMarch 31, 2021 andDecember 31, 2020 , respectively. During the three months endedMarch 31, 2021 , the Company received repayments of$0.1 million of outstanding principal. The following table presents changes in loans receivable as of and for the three months endedMarch 31, 2021 : Original Issue Principal Discount Carrying Value
Total loans receivable at carrying value at
$ (3,913 ) $ 3,348,263
Principal repayment of loans (107,717 ) - (107,717 )
Accretion of original issue discount - 309 309
Total loans receivable at carrying value at
$ (3,604 )
The below summarizes our total loan portfolio as of
Original Loan Total Loan % of Total Principal Cash Interest Paid In Kind Fixed/ Amortization
Loan Names Status Funding Date(1) Maturity Commitment AFCG Balance as of Rate ("PIK") Floating During Term YTM (2)
3/31/2021 Fixed No
Loan(3) $ 2,940,000 2.3 % $ 2,945,479 12.0 % 2.0 % 20 %
Public Co. A - Equipment Funded: 8/5/2019 3/5/2024 Fixed Yes
Loan(3) 4,000,000 3.1 % 3,244,459 12.0 % N/A 17 %
Sub. of Public Co. C(4) (5) Funded: 2/12/2020 2/18/2025 15,000,000 11.7 % 12,046,801 16.8 % 3.0 % Fixed Yes 49. %
Private Co. A Funded: 5/8/2020 5/8/2024 34,000,000 26.5 % 34,672,331 13.0 % 4.0 % Fixed Yes 24 %
Private Co. B Funded: 9/10/2020 9/1/2023 10,500,000 8.2 % 2,548,159 13.0 % 4.0 % Fixed Yes 26 %
Private Co. C Funded: 11/5/2020 12/1/2025 22,000,000 17.1 % 13,895,465 13.0 % 4.0 % Floating Yes 22 %
Sub. of
7.8 % 10,000,000 12.9 % N/A Fixed No 14 %
Private Co. D Funded: 12/23/2020 1/1/2026 12,000,000 9.3 % 12,045,385 13.0 % 2.0 % Fixed Yes 20 %
Private Co. E Funded: 3/30/2021 4/1/2026 21,000,000 14.0 % 7,000,000 13.0 % 4.0 % Floating Yes 23 %
Subtotal $ 131,440,000 100.0 % $ 98,398,079 13.4 % 3.0 % 23 %
Wtd Average
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Borrower names have been kept confidential due to confidentiality agreement obligations. (1) All loans originated prior to7/31/2020 were purchased from an affiliated entity at accreted and/or amortized cost plus accrued interest on 7/31/2020. (2) Yield to Maturity ("YTM") includes a variety of fees and features that enhance the total yield, which may include Original Issue Discount ("OID"), exit fees, prepayment fees, extension fees, and unused fees. Original Issue Discount or "OID" is recognized as a discount to the funded loan principal and are accreted to income over the term of the loan. Loans originated before7/31/2020 were acquired by AFC, net of unaccreted OID, which AFC accretes to income over the remaining term of the loan. In some cases, additional OID is recognized from additional purchase discounts attributed to the fair value of equity positions that were separated from the loans prior to our acquisition of such loans. The YTM calculations require management to make estimates and assumptions including but not limited to the timing and amounts of loan draws on delayed draw loans, the timing collectability of exit fees, and the probability and timing of prepayments. Actual results could differ from those estimates. To be conservative, no prepayment penalties or early payoffs were assumed. (3) The yield to maturity or "YTM" forLoans Public Co. A - Real Estate Loan,Public Co. A - Equipment Loan,Private Co. A,Private Co. D,Private Co. E is enhanced by purchase discounts attributed to the fair value of equity warrants that were separated from the loans prior to the AFC's acquisition of the Loans. The purchase discounts accrete to income over the remaining term of the loan.Private Co. E equity value is a preliminary value. (4) Loan includes a$3,000,000 initial funding, of a$15,000,000 loan commitment, which has interest that includes 3% PIK; amortization exceeds PIK. The loan also includes two early advances totaling$9,000,000 against the$15,000,000 total loan commitment, with a 19% interest rate. Statistics shown are for the$15,000,000 loan commitment, except the weighted average interest rate, which is based on the weighted average interest rate currently. (5) YTM for Sub. OfPublic Co. C assumes a repayment date of 4/13/2021. Refer to recent developments for information on the repayment of this loan. (6) Loan has an optional extension for 364 days, but we do not have to participate in the extension, so it was not included nor assumed.
Illustrative Description of Borrowers:
PublicCompany A Single-state cultivator, producer and full-service brand fulfillment partner that produces a wide range of products in theNevada market. PublicCompany A operates a +/- 400,000 square foot greenhouse and 55,000 square foot processing and custom packaging facility, which is capable of producing 140,000 pounds of dry flower per year. PublicCompany A also operates a +/- 25,000 square foot indoor cultivation facility and commercial kitchen. The real estate collateral of Public Company A includes a greenhouse and processing facility inNevada . Subsidiary of Public Company C Single-state vertically-integrated cultivator and retailer with operations inFlorida , one of the fastest growing markets inthe United States . Operations consist of two greenhouse cultivation facilities, eight dispensaries and a car delivery system to extend its retail network. The real estate collateral of Subsidiary of Public Company C includes two cultivation facilities inFlorida . PrivateCompany A Multi-state operator with operations in seven states. PrivateCompany A is a vertically integrated cultivator and retailer of both medical and adult-use cannabis that primarily operates under its own brand. PrivateCompany A's business segments include cultivation, extraction and processing, retail products, and dispensaries. The real estate collateral of Private Company A includes three cultivation facilities acrossArizona andMichigan and nine dispensaries acrossArizona ,Maryland ,Massachusetts andMichigan . PrivateCompany B Single-state operator currently constructing an indoor cultivation facility to wholesale product to the medical and adult use markets inMichigan . PrivateCompany B produces high-end cannabis strains and intends to focus on the high-end, top-tier cannabis niche. The management team has over 20 years' experience in the cannabis industry, including ten years inMichigan . The real estate collateral for Private Company B includes a cultivation facility inMichigan . PrivateCompany C Single-state vertically integrated cultivator and retailer of medical cannabis. PrivateCompany C operates under a Chapter 20 Clinical Registrant license and has partnered to collaborate on multifaceted studies to substantiate safety and positive therapeutic outcomes. PrivateCompany C currently operates a cultivation facility and three dispensaries with the ability to add three additional dispensary locations. The real estate collateral of Private Company C includes a cultivation facility and dispensary inPennsylvania . Subsidiary of Public Company D Public Company D participates in the medical and adult use market acrossCanada and in several US states where cannabis has been legalized for therapeutic or adult use. Subsidiary of Public Company D is a premier medical marijuana cultivator, processor and distributor inPennsylvania . Public Company D also has operators inCalifornia andNew Jersey . The real estate collateral for Subsidiary of Public Company D includes a cultivation facility inPennsylvania . Private Company D Multi-state operator who operates five dispensaries, the maximum number of dispensaries allowed by law for any operator, in theState of Ohio and one dispensary inArkansas . Private Company D historical focus has been dispensary operations and has licenses in other states, where it also operates dispensaries. The real estate collateral for Private Company D includes two dispensaries inOhio and one inArkansas . 27
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Table of Contents Private Company E Single-state operator who operates one dispensary and is currently constructing an indoor cultivation facility to wholesale product for medical use inOhio . Private Company E approaches the medical cannabis market from the healthcare and scientific perspectives of its founders and key executives, differentiating it in the industry. Collateral Overview Our loans are secured by various types of assets of our borrowers, including real property and certain personal property, including licenses, equipment, and other assets to the extent permitted by applicable laws and the regulations governing our borrowers.
The below represents the real estate collateral securing our loans as of
AFCG Implied AFCG
Commitment, AFCG % Est. Real Estate Real Estate Real Estate
net of Total Funded of the Real Estate Collateral Collateral Collateral
Borrower Status Date Syndication % of Total AFCG Debt Issuance Total Loan Value (1) Coverage for AFCG Coverage
2.3 % $ 30,000,000 9.8 % $ 72,000,000 2.40 x $ 7,056,000 2.40 x
3.1 % $ 20,000,000 20.0 % $ 0 0.00 x $ 0 0.00 x
Subsidiary of
11.7 % $ 15,000,000 100.0 % $ 30,723,143 2.05 x $ 30,723,143 2.05 x
Private Co. A(4) Funded 5/8/2020 $ 34,000,000 26.5 % $ 42,500,000 80.0 % $ 51,339,031 1.21 x $ 41,071,225 1.21 x
Private Co. B(5) Funded 9/10/2020 $ 10,500,000 8.2 % $ 10,500,000 100.0 % $ 19,536,098 1.86 x $ 19,536,098 1.86 x
Private Co. C(6) Funded 11/5/2020 $ 22,000,000 17.1 % $ 22,000,000 100.0 % $ 23,733,050 1.08 x $ 23,733,050 1.08 x
Subsidiary of
7.8 % $ 120,000,000 8.3 % $ 26,058,332 0.22 x $ 2,171,528 0.22 x
Private Co. D(8) Funded 12/23/2020 $ 12,000,000 9.3 % $ 12,000,000 100.0 % $ 7,538,589 0.63 x $ 7,538,589 0.63 x
Private Co. E(9) Funded 3/30/2021 $ 21,000,000 14.0 % $ 21,000,000 100.0 % $ 16,102,000 0.89 x $ 16,102,000 0.77 x
$ 131,440,000 100.0 % $ 293,000,000 $ 247,030,242 0.85 x $ 147,931,632 1.13 x
(1) Real Estate value based on appraised value, if available. In addition, if
loan funds acquisition and/or construction, figure includes expected total basis
on future construction and/or acquisitions plus appraised value.
(2) Public Company A real estate based on cost basis.
(3) Subsidiary of Public Company C real estate based on existing cultivation
property and the completed and stabilized value of the to-be-built facility.
(4) Private Company A real estate based on appraised value plus future basis.
(5) Private Company B real estate based on total cost basis, as completed.
(6) Private Company C real estate based on total cost basis, as completed.
(7) Subsidiary of Public Company D real estate based on total cost basis.
(8) Private Company D real estate based on appraised value.
(9) Private Company E real estate based on total cost basis, as completed.
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make distributions to our stockholders and meet other general business needs. We use significant cash to purchase our target investments, repay principal and interest on our borrowings, make distributions to our stockholders and fund our operations. Our primary sources of cash generally consist of unused borrowing capacity under our Revolving Credit Agreement, the net proceeds of future debt or equity offerings, payments of principal and interest we receive on our portfolio of assets and cash generated from our operating results. We expect that our primary sources of financing will be, to the extent available to us, through (a) credit facilities and (b) public and private offerings of our equity and debt securities. In the future, we may utilize other sources of financing to the extent available to us. As the cannabis industry continues to evolve and to the extent that additional states legalize cannabis, the demand for capital continues to increase as operators seek to enter and build out new markets. We expect the principal amount of the loans we originate to increase and that we will need to raise additional equity and/or debt funds to increase our liquidity in the near future.
As of
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The sources of financing for our target investments are described below.
Revolving Credit Facility
Pursuant to the terms of the Revolving Credit Agreement, our revolving credit facility provides revolving loan commitments of up to$50.0 million and bears interest at a fixed rate of 6% per annum, payable in cash in arrears. As of each ofMarch 31, 2021 andDecember 31, 2020 , we did not have any borrowings outstanding under our Revolving Credit Agreement. Future proceeds under the Revolving Credit Agreement are available to fund loans and bridge capital contributions and for general corporate purposes. We did not incur any fees or costs related to the origination of the Revolving Credit Agreement and we are not required to pay any commitment fees under the Revolving Credit Agreement. Our obligations under the Revolving Credit Agreement and the other loan documents delivered in connection therewith are secured by a first priority security interest in substantially all of our existing and future assets. The maturity date of the Revolving Credit Agreement is the earlier of (i)December 31, 2021 and (ii) a Refinancing Credit Facility. The Revolving Credit Agreement provides for certain covenants, including requiring us to deliver financial information and any notices of default, and conducting business in the normal course. To the best of our knowledge, as ofMarch 31, 2021 , we were in compliance in all material respects with all covenants contained in our Revolving Credit Agreement. In addition, the Revolving Credit Agreement contains customary events of default. In the case of an event of default, the lenders may terminate the commitments under the secured revolving credit facility and require immediate repayment of all outstanding borrowings. Such termination and acceleration would occur automatically in the event of certain bankruptcy events.
Other Credit Facilities, Warehouse Facilities and Repurchase Agreements
In the future, we may also use other sources of financing to fund the origination or acquisition of our target investments, including other credit facilities and other secured and unsecured forms of borrowing. These financings may be collateralized or non-collateralized and may involve one or more lenders. We expect that these facilities will typically have maturities ranging from two to five years and may accrue interest at either fixed or floating rates.
Capital Markets
We may seek to raise further equity capital and issue debt securities in order to fund our future investments in loans.
Cash Flows
The following table sets forth changes in cash, cash equivalents and restricted
cash for the three months ended
For the three
months ended
March 31, 2021
Net Income $ 1,400,755
Adjustments to reconcile net income to net cash
provided by / (used in) operating activities and
changes in operating assets and liabilities 970,030
Net cash provided by operating activities 2,370,785
Net cash used in investing activities (6,885,056 )
Net cash provided by financing activities 121,684,423
Change in cash, cash equivalents and restricted cash
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Net Cash Provided by Operating Activities
For the three months endedMarch 31, 2021 , net cash provided by operating activities totaled approximately$2.4 million . For the three months endedMarch 31, 2021 , adjustments to net income related to operating activities primarily included net change in unrealized gain on loans at fair value of approximately$0.1 million , stock-based compensation expense of approximately$1.6 million , PIK interest of approximately$0.6 million , accretion of deferred loan original issue discount and other discounts of approximately$0.7 million and change in other assets and liabilities of approximately$0.7 million .
For the three months endedMarch 31, 2021 , net cash used in investing activities totaled approximately$6.9 million . The net cash used in investing activities was primarily a result of the cash used for the origination and funding of loans held for investment of approximately$7.1 million exceeding the cash received from principal repayment of loans held for investment of approximately$0.1 million and cash received from the sale of Assigned Rights of approximately$0.1 million for the three months endedMarch 31,2021 .
Net Cash Provided by Financing Activities
For the three months endedMarch 31, 2021 , net cash provided by financing activities totaled approximately$121.7 million and related to proceeds from the issuance of our common stock in our IPO of approximately$123.9 million , less approximately$2.2 million in dividends paid.
Contractual Obligations and Other Commitments
Our contractual obligations as ofMarch 31, 2021 andDecember 31, 2020 are as follows: As of March 31, 2021 Less than More than 1 year 1-3 years 3-5 years 5 years Total Unfunded Commitments$ 33,469,664 - -
- $ 33,469,664
Total $ 33,469,664 - - - $ 33,469,664
As of December 31, 2020
Less than More than
1 year 1-3 years 3-5 years 5 years Total
Unfunded Commitments $ 19,825,119 - - - $ 19,825,119
Total $ 19,825,119 - - - $ 19,825,119 As of
We may enter into certain contracts that may contain a variety of indemnification obligations. The maximum potential future payment amount we could be required to pay under these indemnification obligations may be unlimited.
Off-Balance Sheet Arrangements
Off-balance sheet commitments consist of unfunded commitments on delayed draw
loans. Other than as set forth in this quarterly report on Form 10-Q, we do not
have any relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured investment vehicles, special
purpose entities or variable interest entities, established to facilitate
off-balance sheet arrangements or other contractually narrow or limited
purposes. Further, we have not guaranteed any obligations of unconsolidated
entities or entered into any commitment or intend to provide additional funding
to any such entities.
Leverage Policies
We currently do not intend to have leverage of more than one times equity and
intend to have substantially less drawn on any revolving credit agreements than
available commitments under those agreements. Although we are not required to
maintain any particular leverage ratio, we expect to employ prudent amounts of
leverage and, when appropriate, to use debt as a means of providing additional
funds for the acquisition of loans, to refinance existing debt or for general
corporate purposes. Leverage is primarily used to provide capital for forward
commitments until additional equity is raised or additional medium- to long-term
financing is arranged. This policy is subject to change by management and our
Board.
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Table of Contents Dividends We will elect to be taxed as a REIT forUnited States federal income tax purposes and, as such, anticipate annually distributing to our stockholders at least 90% of our REIT taxable income, prior to the deduction for dividends paid and our net capital gain. If we distribute less than 100% of our REIT taxable income in any tax year (taking into account any distributions made in a subsequent tax year under Sections 857(b)(9) or 858 of the Internal Revenue Code of 1986, as amended (the "Code")), we will pay tax at regular corporate rates on that undistributed portion. Furthermore, if we distribute less than the sum of (i) 85% of our ordinary income for the calendar year, (ii) 95% of our capital gain net income for the calendar year and (iii) any undistributed shortfall from its prior calendar year (the "Required Distribution") to our stockholders during any calendar year (including any distributions declared by the last day of the calendar year but paid in the subsequent year), then we are required to pay non-deductible excise tax equal to 4% of any shortfall between the Required Distribution and the amount that was actually distributed. Any of these taxes would decrease cash available for distribution to our stockholders. The 90% distribution requirement does not require the distribution of net capital gains. However, if we elect to retain any of our net capital gain for any tax year, we must notify our stockholders and pay tax at regular corporate rates on the retained net capital gain. The stockholders must include their proportionate share of the retained net capital gain in their taxable income for the tax year, and they are deemed to have paid the REIT's tax on their proportionate share of the retained capital gain. Furthermore, such retained capital gain may be subject to the nondeductible 4% excise tax. If we determine that our estimated current year taxable income (including net capital gain) will be in excess of estimated dividend distributions (including capital gains dividends) for the current year from such income, we accrue excise tax on a portion of the estimated excess taxable income as such taxable income is earned. To the extent that our cash available for distribution is less than the amount required to be distributed under the REIT provisions of the Code, we may be required to fund distributions from working capital or through equity, equity-related or debt financings or, in certain circumstances, asset sales, as to which our ability to consummate transactions in a timely manner on favorable terms, or at all, cannot be assured, or we may make a portion of the Required Distribution in the form of a taxable stock distribution or distribution of debt securities. Any future determination to actually pay dividends or other distributions will be at the discretion of our Board, subject to compliance with applicable law and any contractual provisions, including under agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements, the annual distribution requirements under the REIT provisions of the Code, our REIT taxable income and other factors that our Board deems relevant. Under the Maryland General Corporation Law, we generally may only pay a dividend or other distribution if, after giving effect to the distribution, we would be able to pay our indebtedness as it becomes due in the usual course of business and our total assets exceed our total liabilities.
Critical Accounting Policies and Estimates
As of
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