Chicago Atlantic Real Estate Finance, Inc. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-41123

CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.

(Exact name of registrant as specified in its charter)

Maryland		86-3125132
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1680 Michigan Avenue, Suite 700,

Miami Beach, FL 33139

(Address of principal executive offices) (Zip Code)

(312) 809-7002

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		REFI		NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 3, 2023
Common stock, $0.01 par value		18,182,241

CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.

TABLE OF CONTENTS

INDEX

Part I.	Financial Information	1
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	1
	Consolidated Statements of Income for the three and nine months ended September 30, 2023 and 2022 (unaudited)	2
	Consolidated Statements of Equity for the three and nine months ended September 30, 2023 and 2022 (unaudited)	3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	4
	Notes to Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	49
Part II.	Other Information	50
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.

CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	(unaudited)
Assets
Loans held for investment	$	322,513,760		$	339,273,538
Loan held for investment - related party (Note 7)		16,278,729			-
Loans held for investment, at carrying value		338,792,489			339,273,538
Current expected credit loss reserve		(5,112,195	)		(3,940,939	)
Loans held for investment at carrying value, net		333,680,294			335,332,599
Cash and cash equivalents		8,702,157			5,715,827
Debt securities, at fair value		3,469,340			-
Interest receivable		2,226,902			1,204,412
Other receivables and assets, net		946,077			1,018,212
Related party receivables		3,284,900			-
Total Assets	$	352,309,670		$	343,271,050

Liabilities
Revolving loan	$	63,000,000		$	58,000,000
Dividend payable		8,568,252			13,618,591
Management and incentive fees payable		1,601,387			3,295,600
Related party payables		1,668,783			1,397,515
Accounts payable and other liabilities		1,187,591			1,058,128
Interest reserve		498,264			1,868,193
Total Liabilities		76,524,277			79,238,027
Commitments and contingencies (Note 8)

Stockholders’ equity
Common stock, par value $0.01 per share, 100,000,000 shares authorized and 18,182,241 and 17,766,936 shares issued and outstanding, respectively		181,823			176,859
Additional paid-in-capital		276,946,111			268,995,848
Accumulated earnings (deficit)		(1,342,541	)		(5,139,684	)
Total stockholders’ equity		275,785,393			264,033,023

Total liabilities and stockholders’ equity	$	352,309,670		$	343,271,050

The accompanying notes are an integral part of these consolidated financial statements.

CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	For the three months ended			For the three months ended			For the nine months ended			For the nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Revenues
Interest income	$	15,183,450		$	13,795,097		$	46,369,976		$	35,478,178
Interest expense		(1,449,143	)		(861,348	)		(4,062,365	)		(1,383,172	)
Net interest income		13,734,307			12,933,749			42,307,611			34,095,006

Expenses
Management and incentive fees, net		1,601,387			1,347,421			5,539,059			3,266,487
General and administrative expense		1,251,307			1,076,798			3,833,733			2,410,151
Professional fees		491,107			348,785			1,598,376			1,649,360
Stock based compensation		540,426			84,891			942,605			328,356
(Reversal)/provision for current expected credit losses		(41,351	)		306,885			1,193,880			1,403,892
Total expenses		3,842,876			3,164,780			13,107,653			9,058,246
Change in unrealized gain on debt securities, at fair value		85,567			-			112,767			-
Net Income before income taxes		9,976,998			9,768,969			29,312,725			25,036,760
Income tax expense		-			-			-			-
Net Income	$	9,976,998		$	9,768,969		$	29,312,725		$	25,036,760

Earnings per common share:
Basic earnings per common share	$	0.55		$	0.55		$	1.62		$	1.42
Diluted earnings per common share	$	0.54		$	0.55		$	1.60		$	1.41

Weighted average number of common shares outstanding:
Basic weighted average shares of common stock outstanding		18,175,467			17,657,913			18,052,293			17,652,367
Diluted weighted average shares of common stock outstanding		18,562,930			17,752,290			18,269,171			17,747,612

The accompanying notes are an integral part of these consolidated financial statements.

CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

Three months ended September 30, 2023

	Common Stock				Additional Paid-In-		Accumulated Earnings			Total Stockholders’
	Shares		Amount		Capital		(Deficit)			Equity
Balance at July 1, 2023		18,175,393		181,754		276,405,754		(2,897,634	)		273,689,874
Issuance of common stock, net of offering costs		-		-		-		-			-
Issuance of common stock in connection with private placement, net of offering costs, underwriting discounts and commissions		-		-		-		-			-
Stock-based compensation		6,848		69		540,357		-			540,426
Dividends declared on common shares ($.47 per share)		-		-		-		(8,421,905	)		(8,421,905	)
Net income		-		-		-		9,976,998			9,976,998
Balance at September 30, 2023		18,182,241	$	181,823	$	276,946,111	$	(1,342,541	)	$	275,785,393

Three months ended September 30, 2022

	Common Stock					Additional Paid-In-		Accumulated Earnings			Total Stockholders’
	Shares			Amount		Capital		(Deficit)			Equity
Balance at July 1, 2022		17,752,290			176,579		268,803,970		(353,038	)		268,627,511
Issuance of common stock, net of offering costs		-			-		-		-			-
Issuance of common stock in connection with initial public offering and concurrent private placement, net of offering costs, underwriting discounts and commissions		-			-		-		-			-
Stock-based compensation		(9,375	)		-		84,891		10,593			95,484
Dividends declared on common shares ($.47 per share)		-			-		-		(8,339,170	)		(8,339,170	)
Net income		-			-		-		9,768,969			9,768,969
Balance at September 30, 2022		17,742,915		$	176,579	$	268,888,861	$	1,087,354		$	270,152,794

Nine months ended September 30, 2023

	Common Stock					Additional Paid-In-		Accumulated Earnings			Total Stockholders’
	Shares			Amount		Capital		(Deficit)			Equity
Balance at January 1, 2023		17,766,936			176,859		268,995,848		(5,139,684	)		264,033,023
Issuance of common stock, net of offering costs		79,862			799		1,221,553		-			1,222,352
Issuance of common stock in connection with private placement, net of offering costs, underwriting discounts and commissions		395,779			3,958		5,790,889		-			5,794,847
Stock based compensation		(60,336	)		207		937,821		4,647			942,675
Dividends declared on common shares ($1.41 per share)		-			-		-		(25,520,229	)		(25,520,229	)
Net income		-			-		-		29,312,725			29,312,725
Balance at September 30, 2023		18,182,241		$	181,823	$	276,946,111	$	(1,342,541	)	$	275,785,393

Nine months ended September 30, 2022

	Common Stock					Additional Paid-In-		Accumulated Earnings			Total Stockholders’
	Shares			Amount		Capital		(Deficit)			Equity
Balance at January 1, 2022		17,453,553			173,551		264,081,977		(177,560	)		264,077,968
Issuance of common stock, net of offering costs		302,800			3,028		4,478,528		-			4,481,556
Issuance of common stock in connection with initial public offering and concurrent private placement, net of offering costs, underwriting discounts and commissions		-			-		-		-			-
Stock-based compensation		(13,438	)		-		328,356		11,775			340,131
Dividends declared on common shares ($1.34 per share)		-			-		-		(23,783,621	)		(23,783,621	)
Net income		-			-		-		25,036,760			25,036,760
Balance at September 30, 2022		17,742,915		$	176,579	$	268,888,861	$	1,087,354		$	270,152,794

The accompanying notes are an integral part of these consolidated financial statements.

CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
Operating activities
Net income	$	29,312,725		$	25,036,760

Adjustments to reconcile net income to net cash provided by operating activities:
Accretion of deferred loan origination fees and other discounts		(1,989,374	)		(2,139,972	)
Paid-in-kind interest		(6,343,749	)		(4,096,721	)
Provision for current expected credit losses		1,193,880			1,403,892
Change in unrealized gain on debt securities, at fair value		(112,767	)		-
Amortization of deferred debt issuance costs		405,778			379,644
Stock based compensation		942,605			328,356

Changes in operating assets and liabilities:
Interest receivable		(1,022,490	)		(529,544	)
Other receivables and assets, net		(146,364	)		(172,699	)
Interest reserve		(1,369,929	)		(9,940,290	)
Related party payables		271,268			1,100,201
Related party receivables		(3,824,900	)		-
Purchase of debt securities, at fair value		(3,356,573	)		-
Management and incentive fees payable		(1,694,213	)		545,127
Accounts payable and accrued expenses		106,839			463,075
Net cash provided by operating activities		12,912,736			12,377,829

Cash flows from investing activities
Issuance of and fundings of loans held for investment		(67,422,648	)		(134,314,003	)
Proceeds from sales of loans held for investment		13,399,712			6,696,777
Principal repayment of loans held for investment		62,837,108			6,892,654
Net cash provided by/(used) in investing activities		8,814,172			(120,724,572	)

Cash flows from financing activities
Proceeds from sale of common stock		7,222,363			4,505,664
Proceeds from borrowings on revolving loan		64,000,000			53,000,000
Repayment of borrowings on revolving loan		(59,000,000	)		-
Dividends paid to common shareholders		(30,566,088	)		(19,874,715	)
Payment of debt issuance costs		(112,279	)		(177,261	)
Payment of offering costs		(284,574	)		(23,941	)
Net cash (used in)/provided by financing activities		(18,740,578	)		37,429,747

Net increase/(decrease) in cash and cash equivalents		2,986,330			(70,916,996	)
Cash and cash equivalents, beginning of period		5,715,827			80,248,526
Cash and cash equivalents, end of period	$	8,702,157		$	9,331,530

Supplemental disclosure of non-cash financing and investing activities
Interest reserve withheld from funding of loan		1,007,910			8,929,716
OID withheld from funding of loans held for investment		1,676,017			2,180,593
Dividends declared and not yet paid		8,568,252			8,409,628
Transfer of loan held for investment to loan held for sale		13,399,712			-

Supplemental information:
Interest paid during the period	$	3,530,521		$	646,278

The accompanying notes are an integral part of these consolidated financial statements.

CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Chicago Atlantic Real Estate Finance, Inc., and its wholly owned consolidated subsidiary, Chicago Atlantic Lincoln LLC (“CAL”) (collectively the “Company”, “we”, or “our”), is a commercial mortgage real estate investment trust (“REIT”) incorporated in the state of Maryland on March 30, 2021. The Company has elected to be taxed as a REIT for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2021. The Company generally will not be subject to United States federal income taxes on its REIT taxable income if it annually distributes to stockholders at least 90% of its REIT taxable income prior to the deduction for dividends paid and complies with various other requirements as a REIT.

The Company operates as one operating segment and its primary investment objective is to provide attractive, risk-adjusted returns for stockholders over time, primarily through consistent current income (dividends and distributions) and secondarily, through capital appreciation. The Company intends to achieve this objective by originating, structuring, and investing in first mortgage loans and alternative structured financings secured by commercial real estate properties. The Company’s loan portfolio is primarily comprised of senior loans to state-licensed operators in the cannabis industry, secured by real estate, equipment, receivables, licenses, and/or other assets of the borrowers to the extent permitted by applicable laws and regulations governing such borrowers. We also lend to and invest in companies or properties that are not related to the cannabis industry if they provide return characteristics consistent with our investment objective.

The Company is externally managed by Chicago Atlantic REIT Manager, LLC (the “Manager”), a Delaware limited liability company, pursuant to the terms of the management agreement dated May 1, 2021, as amended in October 2021, which has a three-year initial term set to expire on April 30, 2024 (the “Management Agreement”), by and among the Company and the Manager. After the initial term, the management agreement is automatically renewed for one-year periods unless the Company or the Manager elects not to renew in accordance with the terms of the Management Agreement. The Manager conducts substantially all of the Company’s operations and provides asset management services for its real estate investments. For its services, the Manager is entitled to management fees and incentive compensation, both defined in and in accordance with the terms of the Management Agreement (Note 7). All of the Company’s investment decisions are made by the investment committee of the Manager, subject to oversight by the Company’s board of directors (the “Board”). The Manager is wholly-owned by Chicago Atlantic Group, LP. (the “Sponsor”).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and related notes of the Company have been prepared on the accrual basis of accounting and in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Our consolidated financial statements present the financial position, results of operations, and cash flows of Chicago Atlantic Real Estate Finance, Inc., and its wholly owned consolidated subsidiary, Chicago Atlantic Lincoln, LLC. All intercompany accounts and transactions have been eliminated in consolidation. Accordingly, these financial statements may not contain all disclosures required by generally accepted accounting principles. Reference should be made to Note 2 of the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2022. In the opinion of the Company, all normal recurring adjustments have been made that are necessary to the fair statement of the results of operations and financial position as of and for the periods presented. Operating results for the three and nine-month periods ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Cash and Cash Equivalents

The Company’s cash held with financial institutions may at times exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company and the Manager seek to manage this credit risk relating to cash by monitoring the financial stability of the financial institutions and their ability to continue in business for the foreseeable future.

Cash and cash equivalents include funds on deposit with financial institutions, including demand deposits with financial institutions. Cash and short-term investments with an original maturity of three months or less when acquired are considered cash and cash equivalents for the purpose of the consolidated balance sheets and consolidated statements of cash flows, and represented $149,086 and $0 of total cash and cash equivalents as of September 30, 2023 and December 31, 2022, respectively.

Use of Estimates in the Preparation of Consolidated Financial Statements

The preparation of the 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 provision for current expected credit losses.

Investments in Marketable Debt Securities

Investments in marketable debt securities consist of debt securities that are classified as trading securities. Marketable debt securities are recorded at fair value on the consolidated balance sheets and unrealized gains and losses are included within the line item, change in unrealized gain on debt securities, at fair value on the consolidated statements of income. The table below summarizes the Company’s marketable debt securities, at fair value.

	As of September 30, 2023
	Face Amount		Amortized Cost		Unamortized Discount		Fair Value		Unrealized Gain/(Loss), Net
Corporate bonds	$	3,778,000	$	3,356,573	$	421,427	$	3,469,340	$	112,767

Loans Held-for-Sale

Once the Company decides to sell a loan(s), they are transferred from held for investment to held-for-sale and carried at the lower of cost or fair value. On the date a loan is transferred into the held-for-sale category, any previously recorded allowance for credit losses is reversed in earnings and the loan is recorded at its amortized cost. If the amortized cost exceeds the loan’s fair value at the date of transfer, a valuation allowance is recorded equal to the difference between amortized cost basis and fair value. There were no loans classified as held-for-sale as of September 30, 2023 and December 31, 2022.

Revenue Recognition

Interest income on debt securities designated as trading securities is recognized on an accrual basis and is reported as interest receivable until collected. Interest income is accrued based on the outstanding face amount and the contractual terms of the securities. Original issue discount (“OID”), market discounts or premiums, if any, are recorded as an adjustment to the amortized cost and accreted or amortized as an adjustment to interest income using a method that approximates the effective interest method. Realized gains or losses on debt securities are measured by the difference between the net proceeds from the disposition and the amortized and/or accreted cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include loans charged off during the period, net of recoveries.

Related party receivable

Related party receivables represent interest and principal payments received from borrowers by the Company’s affiliated loan administrative agent prior to the balance sheet date that were not remitted to the Company until subsequent to the balance sheet date. Related party receivables of $3,284,900 as of September 30, 2023 were collected in October 2023.

Income Taxes

The Company is a Maryland corporation and has elected to be taxed as a REIT under the Code, commencing with the taxable year ended December 31, 2021. The Company believes that it qualifies as a REIT and that its method of operations will enable it to continue to qualify as a REIT. However, no assurances can be given that the Company’s beliefs or expectations will be fulfilled, since qualification as a REIT depends on the Company satisfying numerous asset, income and distribution tests which depends, in part, on the Company’s operating results.

To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distributes annually to its stockholders at least 90% of the Company’s REIT taxable income prior to the deduction for dividends paid. To the extent that the Company distributes less than 100% of its 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 Code), the Company will pay tax at regular corporate rates on that undistributed portion. Furthermore, if the Company distributes less than the sum of 1) 85% of its ordinary income for the calendar year, 2) 95% of its capital gain net income for the calendar year, and 3) any undistributed shortfall from its prior calendar year (the “Required Distribution”) to its stockholders during any calendar year (including any distributions declared by the last day of the calendar year but paid in the subsequent year), then it is required to pay a non-deductible excise tax equal to 4% of any shortfall between the Required Distribution and the amount that was actually distributed. The 90% distribution requirement does not require the distribution of net capital gains. However, if the Company elects to retain any of its net capital gain for any tax year, it must notify its 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 and receive an income tax credit for such amount. Furthermore, such retained capital gain may be subject to the nondeductible 4% excise tax. If it is determined that the Company’s estimated current year taxable income will be in excess of estimated dividend distributions (including capital gain dividend) for the current year from such income, the Company accrues excise tax on estimated excess taxable income as such taxable income is earned. The annual expense is calculated in accordance with applicable tax regulations.

FASB ASC Topic 740, Income Taxes (“ASC 740”), prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has analyzed its various federal and state filing positions and believes that its income tax filing positions and deductions are documented and supported for the taxable years ended December 31, 2022 and December 31, 2021. Based on the Company’s evaluation, there is no reserve for any uncertain income tax positions. Accrued interest and penalties, if any, are included within other liabilities in the balance sheets.

Recent Accounting Pronouncements

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings (“TDR”) and Vintage Disclosures. The amendments in this ASU eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables-Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, for public business entities, the amendments in this ASU require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost. The ASU’s amendments are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years and early adoption is permitted. The Company’s adoption of ASU 2022-02 on January 1, 2023 did not have a material impact on the Company’s consolidated financial statements.

3. LOANS HELD FOR INVESTMENT, NET

As of September 30, 2023 and December 31, 2022, the Company’s portfolio was comprised of loans to 27 and 22 borrowers, respectively, that the Company has the ability and intent to hold for the foreseeable future or until maturity. The portfolio of loans are held on the consolidated balance sheets at amortized cost. The Company’s aggregate loan commitments and outstanding principal were approximately $355.9 million and $341.8 million, respectively, as of September 30, 2023, and $351.4 million and $343.0 million as of December 31, 2022. During the three and nine month periods ended September 30, 2023, the Company funded approximately $32.8 million and $68.7 million in new loan principal, respectively.

As of September 30, 2023 and December 31, 2022, approximately 81.1% and 83.1%, respectively, of the Company’s portfolio was comprised of floating rate loans that pay interest at the Prime Rate plus an applicable margin, and were subject to Prime Rate ceilings and floors as disclosed in the tables below. The carrying value of these loans was approximately $274.4 million and $281.6 million as of September 30, 2023 and December 31, 2022, respectively.

The remaining 18.9% and 16.9% of the portfolio was comprised of fixed rate loans that had a carrying value of approximately $64.4 million and $57.7 million as of September 30, 2023 and December 31, 2022, respectively.

The following tables summarize the Company’s loans held for investment as of September 30, 2023 and December 31, 2022:

	As of September 30, 2023
	Outstanding Principal (1)		Original Issue Discount			Carrying Value (1)			Weighted Average Remaining Life (Years) (2)
Senior Term Loans	$	341,813,501	$	(3,021,012	)	$	338,792,489			2.2
Current expected credit loss reserve		-		-			(5,112,195	)
Total loans held at carrying value, net	$	341,813,501	$	(3,021,012	)	$	333,680,294

	As of December 31, 2022
	Outstanding Principal (1)		Original Issue Discount			Carrying Value (1)			Weighted Average Remaining Life (Years) (2)
Senior Term Loans	$	343,029,334	$	(3,755,796	)	$	339,273,538		2.2
Current expected credit loss reserve		-		-			(3,940,939	)
Total loans held at carrying value, net	$	343,029,334	$	(3,755,796	)	$	335,332,599

(1)	The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted original issue discount, deferred loan fees and other upfront fees. Outstanding principal balance includes capitalized PIK interest, if applicable.

(2)	Weighted average remaining life is calculated based on the carrying value of the loans as of September 30, 2023 and December 31, 2022, respectively.

The following tables present changes in loans held at carrying value as of and for the nine months ended September 30, 2023 and 2022.

	Principal (1)			Original Issue Discount			Current Expected Credit Loss Reserve			Carrying Value (1)
Balance at December 31, 2022	$	343,029,334		$	(3,755,796	)	$	(3,940,939	)	$	335,332,599
New fundings		68,677,238			(1,254,590	)		-			67,422,648
Principal repayment of loans		(62,837,108	)		-			-			(62,837,108	)
Accretion of original issue discount		-			1,989,374			-			1,989,374
Sale of loan (2)		(13,399,712	)		-			-			(13,399,712	)
PIK interest		6,343,749			-			-			6,343,749
Current expected credit loss reserve		-			-			(1,171,256	)		(1,171,256	)
Balance at September 30, 2023	$	341,813,501		$	(3,021,012	)	$	(5,112,195	)	$	333,680,294

(1)	The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted original issue discount, deferred loan fees and other upfront fees. Outstanding principal balance includes capitalized paid-in-kind (“PIK”) interest, if applicable.

(2)

One loan was reclassified as held for sale from loans held for investment as the decision was made to sell the loan during the nine months ended September 30, 2023 to a syndicate of co-lenders which includes a third party and two affiliates under common control with our Manager. The sale was executed on March 31, 2023 (Note 7).

	Principal (1)			Original Issue Discount			Current Expected Credit Loss Reserve			Carrying Value (1)
Balance at December 31, 2021	$	200,632,056		$	(3,647,490	)	$	(134,542	)	$	196,850,024
New fundings		143,624,312			(2,180,593	)		-			141,443,719
Principal repayment of loans		(6,892,654	)		-			-			(6,892,654	)
Accretion of original issue discount		-			2,139,972			-			2,139,972
Proceeds from sale of loans		(6,957,500	)		260,723			-			(6,696,777	)
PIK Interest		4,096,721			-			-			4,096,721
Current expected credit loss reserve		-			-			(1,363,391	)		(1,363,391	)
Balance at September 30, 2022	$	334,502,935		$	(3,427,388	)	$	(1,497,933	)	$	329,577,614

(1)	The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted original issue discount, deferred loan fees and other upfront fees. Outstanding principal balance includes capitalized PIK interest, if applicable.

A more detailed listing of the Company’s loans held at carrying value based on information available as of September 30, 2023, is as follows:

Loan	Location(s)	Initial Funding Date (1)	Maturity Date (2)	Total Commitment (3)		Principal Balance		Original Issue (Discount)			Carrying Value			Percent of Our Loan Portfolio			Future Fundings		Interest Rate (4)	Periodic Payment (5)	YTM IRR (6)
1	Various	10/27/2022	10/30/2026	$	30,000,000	$	30,000,000	$	(692,213	)	$	29,307,787			8.7	%		-	P+6.5% Cash (10)	I/O		17.3	%
2	Michigan	1/13/2022	12/31/2024		35,891,668		38,400,627		(101,451	)		38,299,176			11.3	%		-	P+6.65% Cash, 3.25% PIK (16)	P&I		18.0	%
3⁽¹⁷⁾	Various	3/25/2021	11/29/2024		20,105,628		20,524,482		(307,143	)		20,217,339			6.0	%		-	P+10.38% Cash, 2.75% PIK (7)	P&I		23.2	%
4	Arizona	4/19/2021	12/31/2023		14,120,000		14,722,749		-			14,722,749			4.3	%			P+11.75% Cash (14)	I/O		18.1	%
5	Massachusetts	4/19/2021	4/30/2025		3,500,000		3,197,120		-			3,197,120			0.9	%		204,000	P+12.25% Cash (7)	P&I		22.4	%
6	Michigan	8/20/2021	2/20/2024		6,000,000		4,264,421		(1,499	)		4,262,922			1.3	%		1,500,000	P+9% Cash (7)	P&I		20.8	%
7	Illinois, Arizona	8/24/2021	6/30/2025		25,000,000		20,913,172		(150,172	)		20,763,000			6.1	%		-	P+6% Cash, 2% PIK (11)	P&I		18.6	%
8	West Virginia	9/1/2021	9/1/2024		9,500,000		11,086,045		(58,421	)		11,027,624			3.3	%		-	P+9.25% Cash, 2% PIK (15)	P&I		26.1	%
9⁽¹⁸⁾	Pennsylvania	9/3/2021	6/30/2024		15,000,000		16,278,729		-			16,278,729			4.8	%		-	P+10.75% Cash, 3% PIK (7)	P&I		19.3	%
10	Michigan	9/30/2021	9/30/2024		470,411		169,871		-			169,871			0.1	%		-	11% Cash	P&I		21.4	%
11	Maryland	9/30/2021	9/30/2024		32,000,000		33,142,423		(357,973	)		32,784,450			9.7	%		-	P+8.75% Cash, 2% PIK (7)	I/O		22.0	%
12	Various	11/8/2021	10/31/2024		13,574,667		8,710,222		(68,215	)		8,642,007			2.6	%		-	P+9% Cash (12)	P&I		19.8	%
13	Michigan	11/22/2021	11/1/2024		13,100,000		13,004,225		(74,165	)		12,930,060			3.8	%		-	P+6% Cash, 1.5% PIK (11)	I/O		18.9	%
14	Various	12/27/2021	12/27/2026		5,000,000		5,125,000		-			5,125,000			1.5	%		-	P+12.25% Cash, 2.5% PIK (8)	P&I		23.5	%
16	Florida	12/30/2021	12/31/2024		13,000,000		4,887,500		(23,849	)		4,863,651			1.4	%		5,500,000	P+9.25% Cash (7)	I/O		33.6	%
17	Florida	1/18/2022	1/31/2025		15,000,000		15,000,000		(168,338	)		14,831,662			4.4	%		-	P+4.75% Cash (10)	P&I		14.4	%
18	Ohio	2/3/2022	2/28/2025		11,662,050		13,000,915		(112,166	)		12,888,749			3.8	%		-	P+1.75% Cash, 5% PIK(11)	P&I		22.1	%
19	Florida	3/11/2022	8/29/2025		20,000,000		20,537,025		(55,525	)		20,481,500			6.0	%		-	11% Cash, 3% PIK	P&I		15.5	%
20	Missouri	5/9/2022	5/30/2025		17,000,000		17,602,435		(92,534	)		17,509,901			5.2	%		-	11% Cash, 2% PIK	P&I		14.7	%
21	Illinois	7/1/2022	7/29/2026		9,000,000		5,192,975		(62,438	)		5,130,537			1.5	%		4,000,000	P+8.5% Cash, 3% PIK	P&I		25.6	%
22	Maryland	1/24/2023	1/24/2026		11,250,000		10,795,144		(521,647	)		10,273,497			3.0	%		-	P+5.75% Cash, 1.4% PIK (10)	P&I		20.4	%
23	Arizona	3/27/2023	3/31/2026		2,000,000		1,920,000		(41,500	)		1,878,500			0.6	%		-	P+7.5% Cash (13)	P&I		18.9	%
24	Oregon	3/31/2023	9/27/2026		1,000,000		900,000		-			900,000			0.3	%		-	P+10.5% Cash (9)	P&I		21.7	%
25	New York	8/1/2023	6/29/2036		18,746,662		18,417,846		-			18,417,846			5.4	%		-	15% Cash	P&I		16.7	%
26	Connecticut	8/31/2023	2/27/2026		5,450,000		5,450,000		(131,763	)		5,318,237			1.6	%		-	14% Cash	P&I		19.1	%
27	Nebraska	8/15/2023	6/30/2027		6,103,870		6,103,870		-			6,103,870			1.8	%		-	P+8.75% Cash	P&I		19.0	%
28	Ohio	9/13/2023	3/13/2025		2,466,705		2,466,705		-			2,466,705			0.7	%		-	15% Cash	P&I		17.4	%
Current expected credit losses					-		-		-			(5,112,195	)
Total loans held at carrying value					355,941,661		341,813,501		(3,021,012	)		333,680,294			100.0	%		11,204,000		Wtd Average		19.3	%

(1)	All loans originated prior to April 1, 2021 were purchased from affiliated entities at fair value plus accrued interest on or subsequent to April 1, 2021.

(2)	Certain loans are subject to contractual extension options and may be subject to performance based on 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 a contractual prepayment penalty. The Company may also extend contractual maturities and amend other terms of the loans in connection with loan modifications.

(3)	Total Commitment excludes future amounts to be advanced at sole discretion of the lender and reflects receipt of scheduled amortization payments as of September 30, 2023.

(4)	“P” = prime rate and depicts floating rate loans that pay interest at the prime rate plus a specific percentage; “PIK” = paid-in-kind interest; subtotal represents weighted average interest rate.

(5)	P&I = principal and interest. I/O = interest only. P&I loans may include interest only periods for a portion of the loan term.

(6)	Estimated YTM includes a variety of fees and features that affect the total yield, which may include, but is not limited to, OID, exit fees, prepayment fees, unused fees and contingent features. OID is recognized as a discount to the funded loan principal and is accreted to income over the term of the loan. The estimated YTM calculations require management to make estimates and assumptions, including, but not limited to, the timing and amounts of loan draws on delayed draw loans, the timing and collectability of exit fees, the probability and timing of prepayments and the probability of contingent features occurring. For example, certain credit agreements contain provisions pursuant to which certain PIK interest rates and fees earned by us under such credit agreements will decrease upon the satisfaction of certain specified criteria which we believe may improve the risk profile of the applicable borrower. To be conservative, we have not assumed any prepayment penalties or early payoffs in our estimated YTM calculation. Estimated YTM is based on current management estimates and assumptions, which may change. Actual results could differ from those estimates and assumptions.

(7)	This Loan is subject to a prime rate floor of 3.25%

(8)	This Loan is subject to a prime rate floor of 4.75%

(9)	This Loan is subject to a prime rate floor of 5.50%

(10)	This Loan is subject to a prime rate floor of 6.25%

(11)	This Loan is subject to a prime rate floor of 7.00%

(12)	This Loan is subject to a prime rate floor of 7.50%

(13)	This Loan is subject to a prime rate floor of 8.00%

(14)	This Loan is subject to a prime rate floor of 8.25%

(15)	This Loan is subject to a prime rate floor of 4.00%

(16)	This Loan is subject to a prime rate cap of 5.85%

(17)	The aggregate loan commitment to Loan #3 includes a $15.9 million initial commitment which has a base interest rate of 13.625%, 2.75% PIK and a second commitment of $4.2 million which has an interest rate of 15.00%, 2.00% PIK. The statistics presented reflect the weighted average of the terms under all advances for the total aggregate loan commitment.

(18)	As of May 1, 2023, Loan #9 was placed on non-accrual status and continues to be on non-accrual as of September 30, 2023. Loan #9 is included on the consolidated balance sheet as a loan held for investment – related party (Note 7).

The following table presents aging analyses of past due loans by amortized cost, excluding the CECL reserve, as of September 30, 2023. As of September 30, 2023 and December 31, 2022, there were one and zero loans with principal greater than 90 days past due, respectively.

	As of September 30, 2023
	Current Loans⁽¹⁾		31-60 Days Past Due		61-90 Days Past Due		90+ Days Past Due⁽²⁾		Total Past Due		Non- Accrual⁽²⁾		Total Loans
Senior Term Loans	$	322,513,760	$	-	$	-	$	16,278,729	$	16,278,729	$	16,278,729	$	338,792,489
Total	$	322,513,760	$	-	$	-	$	16,278,729	$	16,278,729	$	16,278,729	$	338,792,489

(1)	Loans 1-30 days past due are included in the current loans.

(2)	On May 1, 2023, Loan #9 was placed on non-accrual status. On June 20, 2023, the Administrative Agent to Loan #9 issued an acceleration notice requesting immediate payment of all amounts outstanding and therefore is 90 days past due as of September 30, 2023.

	As of December 31, 2022
	Current Loans⁽¹⁾		31-60 Days Past Due		61-90 Days Past Due		90+ Days Past Due⁽²⁾		Total Past Due		Non- Accrual		Total Loans
Senior Term Loans	$	339,273,538	$	-	$	-	$	-	$	-	$	-	$	339,273,538
Total	$	339,273,538	$	-	$	-	$	-	$	-	$	-	$	339,273,538

(1)

Loans 1-30 days past due are included in the current loans.

(2)

There were no loans past due as of January 1, 2022.

Non-Accrual Loans

As of September 30, 2023 and December 31, 2022, there were one and zero loans placed on non-accrual status.

Loan #9 was placed on non-accrual status as of May 1, 2023 and has both an outstanding principal balance and carrying value of approximately $16.3 million and $15.9 million as of September 30, 2023 and December 31, 2022, respectively, and carries a reserve for current expected credit losses of approximately $1.3 million as of September 30, 2023.

During the three and nine-month periods ended September 30, 2023, the Company recognized $0 and $1.3 million of interest income on this non-accrual loan. The Company ceased accruing interest on the first date of delinquency, based on expectation of its ability to collect all amounts then due from the borrower. As a result, there was no accrued interest to write-off when the loan was placed on non-accrual.

Credit Quality Indicators

The Company assesses the risk factors of each loan, and assigns a risk rating based on a variety of factors, including, without limitation, payment history, real estate collateral coverage, property type, geographic and local market dynamics, financial performance, loan to enterprise value and fixed charge coverage ratios, loan structure and exit strategy, and project sponsorship. This review is performed quarterly. 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
2		Low risk
3		Moderate/average risk
4		High risk/potential for loss: a loan that has a risk of realizing a principal loss
5		Impaired/loss likely: a loan that has a high risk of realizing principal loss, has incurred principal loss or an impairment has been recorded

The risk ratings are primarily based on historical data and current conditions specific to each portfolio company, as well as consideration of future economic conditions and each borrower’s estimated ability to meet debt service requirements. The risk ratings shown in the following table as of September 30, 2023 to December 31, 2022 consider borrower specific credit history and performance and reflect a quarterly re-evaluation of overall current macroeconomic conditions affecting the Company’s borrowers. As interest rates have increased due to rising rates from the Federal Reserve Board, it has impacted borrowers’ ability to service their debt obligations on a global scale. This decline in risk ratings had an effect on the level of the current expected credit loss reserve though, other than the one loan placed on non-accrual status, the loans continued to perform as expected. For approximately 74.3% of the portfolio, the fair value of the underlying real estate collateral exceeded the amounts outstanding under the loans as of September 30, 2023. The remaining approximately 25.7% of the portfolio, while not fully collateralized by real estate, may be partially collateralized by real estate and was secured by other forms of collateral including equipment, receivables, licenses and/or other assets of the borrowers to the extent permitted by applicable laws and regulations governing such borrowers. The amounts above exclude any apportionment of real estate collateral permissible under the applicable income and asset tests for REIT eligibility.

As of September 30, 2023 and December 31, 2022, the carrying value, excluding the current expected credit loss reserve (the “CECL Reserve”), of the Company’s loans within each risk rating category by year of origination is as follows:

Risk	As of September 30, 2023(1)(2)												As of December 31, 2022(1)
Rating	2023		2022		2021		2020		2019		Total		2022		2021		2020		2019		Total
1	$	10,273,497	$	37,991,401	$	169,871	$	-	$	-	$	48,434,769	$	-	$	274,406	$	-	$	-	$	274,406
2		26,514,583		112,727,913		36,509,859		-		-		175,752,355		94,467,449		88,444,868		29,140,546		-		212,052,863
3		8,570,575		5,130,537		58,875,151		-		-		72,576,263		30,415,113		83,131,444		-		-		113,546,557
4		-		-		42,029,102		-		-		42,029,102		-		13,399,712		-		-		13,399,712
5		-		-		-		-		-		-		-		-		-		-		-
Total	$	45,358,655	$	155,849,851	$	137,583,983	$	-	$	-	$	338,792,489	$	124,882,562	$	185,250,430	$	29,140,546	$	-	$	339,273,538

(1)	Amounts are presented by loan origination year with subsequent advances shown in the original year of origination.

(2)	Loan #9 placed on non-accrual status is included in risk rating category “4” and has a reserve for current expected credit losses of approximately $1.3 million as of September 30, 2023.

Real estate collateral coverage is also a significant credit quality indicator, and real estate collateral coverage, excluding the CECL Reserve, was as follows as of September 30, 2023 and December 31, 2022:

As of September 30, 2023 Real Estate Collateral Coverage (1)
	< 1.0x		1.0x-1.25x		1.25x-1.5x		1.50x-1.75x		1.75x-2.0x		> 2.0x		Total
Fixed-rate	$	2,466,705	$	-	$	20,481,500	$	17,509,901	$	18,417,846	$	169,871	$	59,045,823
Floating-rate		83,612,873		36,803,211		54,645,036		14,722,749		25,893,537		64,069,260		279,746,666
	$	86,079,578	$	36,803,211	$	75,126,536	$	32,232,650	$	44,311,383	$	64,239,131	$	338,792,489

As of December 31, 2022 Real Estate Collateral Coverage (1)
	< 1.0x		1.0x-1.25x		1.25x-1.5x		1.50x-1.75x		1.75x-2.0x		> 2.0x		Total
Fixed-rate	$	-	$	-	$	20,406,737	$	17,203,138	$	-	$	20,089,663	$	57,699,538
Floating-rate		63,963,105		78,211,454		13,399,712		9,980,730		12,849,490		103,169,509		281,574,000
	$	63,963,105	$	78,211,454	$	33,806,449	$	27,183,868	$	12,849,490	$	123,259,172	$	339,273,538

(1)	Real estate collateral coverage is calculated based upon most recent third-party appraised values. The Company generally obtains new appraisal of all material real estate collateral at least once annually.

CECL Reserve

The Company records an allowance for current expected credit losses for its loans held for investment. The allowances are deducted from the gross carrying amount of the assets to present the net carrying value of the amounts expected to be collected on such assets. The Company estimates its CECL Reserve using among other inputs, third-party valuations, and a third-party probability-weighted model that considers the likelihood of default and expected loss given default for each individual loan based on the risk profile for approximately three years after which we immediately revert to use of historical loss data.

ASC 326 requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. The Company considers multiple datapoints and methodologies that may include likelihood of default and expected loss given default for each individual loan, valuations derived from discount cash flows (“DCF”), and other inputs including the risk rating of the loan, how recently the loan was originated compared to the measurement date, and expected prepayment, if applicable. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, and off-balance sheet credit exposures such as unfunded loan commitments.

The Company evaluates its loans on a collective (pool) basis by aggregating on the basis of similar risk characteristics as explained above. We make the judgment that loans to cannabis-related borrowers that are fully collateralized by real estate exhibit similar risk characteristics and are evaluated as a pool. Further, loans that have no real estate collateral, but are secured by other forms of collateral, including equity pledges of the borrower, and otherwise have similar characteristics as those collateralized by real estate are evaluated as a pool. All other loans are analyzed individually, either because they operate in a different industry, may have a different risk profile, or maturities that extend beyond the forecast horizon for which we are able to derive reasonable and supportable forecasts.

Estimating the CECL Reserve also requires significant judgment with respect to various factors, including (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. From time to time, 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 we have deemed the borrower/sponsor to be experiencing financial difficulty, we 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 CECL Reserve.

To estimate the historic loan losses relevant to the Company’s portfolio, the Company evaluates its historical loan performance, which includes zero realized loan losses since the inception of its operations. Additionally, the Company analyzed its repayment history, noting it has limited “true” operating history, since the incorporation date of March 30, 2021. However, the Company’s Sponsor and its affiliates have had operations for the past three fiscal years and have made investments in similar loans that have similar characteristics including interest rate, collateral coverage, guarantees, and prepayment/make whole provisions, which fall into the pools identified above. Given the similarity of the structuring of the credit agreements for the loans in the Company’s portfolio to the loans originated by its Sponsor, management considered it appropriate to consider the past repayment history of loans originated by the Sponsor and its affiliates in determining the extent to which a CECL Reserve shall be recorded.

In addition, the Company reviews each loan on a quarterly basis and evaluates the borrower’s ability to pay the monthly interest and principal, if required, as well as the loan-to-value (LTV) ratio. When evaluating qualitative factors that may indicate the need for a CECL Reserve, the Company forecasts losses considering a variety of factors. In considering the potential current expected credit loss, the Manager primarily considers significant inputs to the Company’s forecasting methods, which include (i) key loan-specific inputs such as the value of the real estate collateral, liens on equity (including the equity in the entity that holds the state-issued license to cultivate, process, distribute, or retail cannabis), presence of personal or corporate guarantees, among other credit enhancements, LTV ratio, rate type (fixed or floating) and IRR, loan-term, geographic location, and expected timing and amount of future loan fundings, (ii) performance against the underwritten business plan and the Company’s internal loan risk rating, and (iii) a macro-economic forecast. Estimating the enterprise value of our borrowers in order to calculate LTV ratios is often a significant estimate. The Manager utilizes a third-party valuation appraiser to assist with the Company’s valuation process primarily using comparable transactions to estimate enterprise value of its portfolio companies and supplement such analysis with a multiple-based approach to enterprise value to revenue multiples of publicly-traded comparable companies obtained from S&P Capital IQ as of September 30, 2023, to which the Manager may apply a private company discount based on the Company’s current borrower profile.

During the three-month period ended September 30, 2023, the Company observed that valuation multiples of publicly traded companies in the industry improved as a result of macro-economic factors. Such factors include but are not limited to; expectations surrounding future interest rate hikes by the Federal Reserve and public announcements about proposed regulatory reform relating to a potential rescheduling of cannabis at the federal level. Management contemplates the impacts of these macro-economic factors during the forecast period when determining enterprise value and ultimately, the CECL reserve. Estimates may change in future periods based on available future macro-economic data and might result in a material change in the Company’s future estimates of expected credit losses for its loan portfolio.

Regarding real estate collateral, the Company generally cannot take the position of mortgagee-in-possession as long as the property is used by a cannabis operator, but it can request that the court appoint a receiver to manage and operate the subject real property until the foreclosure proceedings are completed. Additionally, while the Company cannot foreclose under state Uniform Commercial Code (“UCC”) and take title or sell equity in a licensed cannabis business, a potential purchaser of a delinquent or defaulted loan could.

In order to estimate the future expected loan losses relevant to the Company’s portfolio, the Company utilizes historical market loan loss data obtained from a third-party database for commercial real estate loans, which the Company believes is a reasonably comparable and available data set to use as an input for its type of loans. The Company believes this dataset to be representative for future credit losses whilst considering that the cannabis industry is maturing, and consumer adoption, demand for production, and retail capacity are increasing akin to commercial real estate over time. For periods beyond the reasonable and supportable forecast period, the Company reverts back to historical loss data.

All of the above assumptions, although made with the most available information at the time of the estimate, are subjective and actual activity may not follow the estimated schedule. These assumptions impact the future balances that the loss rate will be applied to and as such impact the Company’s CECL Reserve. As the Company acquires new loans and the Manager monitors loan and borrower performance, these estimates will be revised each period.

Activity related to the CECL Reserve for outstanding balances and unfunded commitments on the Company’s loans held at carrying value and loans receivable at carrying value as of and for the nine months ended September 30, 2023 and 2022 is presented in the table below.

	Outstanding⁽¹⁾		Unfunded⁽²⁾		Total
Balance at December 31, 2022	$	3,940,939	$	94,415	$	4,035,354
Provision for current expected credit losses		1,171,256		22,623		1,193,880
Balance at September 30, 2023	$	5,112,195	$	117,038	$	5,229,234

	Outstanding⁽¹⁾		Unfunded⁽²⁾		Total
Balance at December 31, 2021	$	134,542	$	13,407	$	147,949
Provision for current expected credit losses		1,363,391		40,501		1,403,892
Balance at September 30, 2022	$	1,497,933	$	53,908	$	1,551,841

(1)	As of September 30, 2023 and December 31, 2022, the CECL Reserve related to outstanding balances on loans 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 at carrying value is recorded within accounts payable and other liabilities in the Company’s consolidated balance sheets.

The Company has made an accounting policy election to exclude accrued interest receivable, ($2,226,902 and $1,204,412 as of September 30, 2023 and December 31, 2022, respectively) included in Interest Receivable on its consolidated balance sheet, from the amortized cost basis of the related loans held for investment in determining the CECL Reserve, as any uncollectible accrued interest receivable is written off in a timely manner. To date, the Company has had zero write-offs related to uncollectible interest receivable, but will discontinue accrual of interest on loans if deemed to be uncollectible, with any previously accrued uncollected interest on the loan charged to interest income in the same period. For the one loan on non-accrual, the Company ceased accruing interest on the first date of delinquency, based on expectation of its ability to collect all amounts then due from the borrower. As a result, there was no accrued interest to write-off when the loan was placed on non-accrual.

4. INTEREST RECEIVABLE

The following table summarizes the interest receivable by the Company as of September 30, 2023 and December 31, 2022:

	As of September 30, 2023		As of December 31, 2022
Interest receivable	$	2,195,375	$	1,203,330
Unused fees receivable		31,527		1,082
Total interest receivable	$	2,226,902	$	1,204,412

The following table presents aging analyses of past due loans by class as of September 30, 2023 and December 31, 2022, respectively:

	As of September 30, 2023
	Current Loans⁽¹⁾		31-60 Days Past Due		61-90 Days Past Due		90+ Days Past Due (and accruing)		Non- Accrual⁽²⁾		Total Past Due		Total Loans
Interest receivable	$	1,940,419	$	269,710	$	16,773	$	-	$	-	$	286,483	$	2,226,902
Total	$	1,940,419	$	269,710	$	16,773	$	-	$	-	$	286,483	$	2,226,902

	As of December 31, 2022
	Current Loans⁽¹⁾		31-60 Days Past Due		61-90 Days Past Due		90+ Days Past Due (and accruing)		Non- Accrual		Total Past Due		Total Loans
Interest receivable	$	1,203,088	$	1,324	$	-	$	-	$	-	$	1,324	$	1,204,412
Total	$	1,203,088	$	1,324	$	-	$	-	$	-	$	1,324	$	1,204,412

(1)	Loans 1-30 days past due are included in the current loans. Amounts are presented on a gross and net basis, including the effects of any interest reserves for non-accrual loans.

(2)	On May 1, 2023, Loan #9 was placed on non-accrual status with an outstanding principal amount of approximately $16.3 million. For the period from May 1, 2023, through September 30, 2023, the Company ceased the accrual and recognition of all interest. As of September 30, 2023, Loan #9 has principal greater than 90 days past due, however there is $0 of accrued interest receivable relating to Loan #9.

5. INTEREST RESERVE

As of September 30, 2023 and December 31, 2022, the Company had two loans and three loans, respectively, that included a prepaid interest reserve.

The following table presents changes in interest reserves as of September 30, 2023 and December 31, 2022, respectively:

	As of September 30, 2023			As of December 31, 2022
Beginning reserves	$	1,868,193		$	6,636,553
New reserves		1,007,910			9,049,834
Reserves disbursed		(2,377,839	)		(13,818,194	)
Ending reserve	$	498,264		$	1,868,193

6. DEBT

In May 2021, in connection with the Company’s acquisition of its wholly-owned financing subsidiary, CAL, the Company was assigned a secured revolving credit facility (the “Revolving Loan”). The Revolving Loan had an original aggregate borrowing base of up to $10,000,000 and bore interest, payable in cash in arrears, at a per annum rate equal to the greater of (x) Prime Rate plus 1.00% and (y) 4.75%. The Company incurred debt issuance costs of $100,000 related to the origination of the Revolving Loan, which were capitalized and are subsequently being amortized through maturity. The maturity date of the Revolving Loan was the earlier of (i) February 12, 2023 and (ii) the date on which the Revolving Loan is terminated pursuant to terms in the Revolving Loan Agreement.

On December 16, 2021, CAL entered into an amended and restated Revolving Loan agreement (the “First Amendment and Restatement”). The First Amendment and Restatement increased the loan commitment from $10,000,000 to $45,000,000 and decreased the interest rate, from the greater of the (1) Prime Rate plus 1.00% and (2) 4.75% to the greater of (1) the Prime Rate plus the applicable margin and (2) 3.25%. The applicable margin is derived from a floating rate grid based upon the ratio of debt to equity of CAL and increases from 0% at a ratio of 0.25 to 1 to 1.25% at a ratio of 1.5 to 1. The First Amendment and Restatement also extended the maturity date from February 12, 2023 to the earlier of (i) December 16, 2023 and (ii) the date on which the Revolving Loan is terminated pursuant to the terms of the Revolving Loan agreement. The Company has the option to extend the initial term for an additional one-year term, provided no events of default exist and the Company provides the required notice of the extension pursuant to the First Amendment and Restatement. The Company incurred debt issuance costs of $859,500 related to the First Amendment and Restatement, which were capitalized and are subsequently being amortized through maturity.

On May 12, 2022, CAL entered into a second amended and restated Revolving Loan agreement (the “Second Amendment and Restatement”). The Second Amendment and Restatement increased the loan commitment from $45,000,000 to $65,000,000. No other material terms of the Revolving Loan were modified as a result of the execution of the Second Amendment and Restatement. The Company incurred debt issuance costs of $177,261 related to the Second Amendment and Restatement, which were capitalized and are subsequently amortized through maturity. The Revolving Loan incurs unused fees at a rate of 0.25% per annum which began on July 1, 2022 pursuant to the Second Amendment and Restatement.

On November 7, 2022, CAL entered into a third amended and restated Revolving Loan agreement (the “Third Amendment and Restatement”). The Third Amendment and Restatement increased the loan commitment from $65,000,000 to $92,500,000. No other material terms of the Revolving Loan were modified as a result of the execution of the Third Amendment and Restatement. The Company incurred debt issuance costs of $323,779 related to the Third Amendment and Restatement, which were capitalized and are subsequently being amortized through maturity.

On February 27, 2023, CAL entered into an amendment to the Third Amendment and Restatement (the “Amendment”). The Amendment extended the contractual maturity date of the Revolving Loan until December 16, 2024 and the Company retained its option to extend the initial term for an additional one-year period, provided no events of default exist and the Company provides 365 days’ notice of the extension pursuant to the Amendment. No other material terms of the Revolving Loan were modified as a result of the execution of the Amendment. The Company incurred debt issuance costs of $2,988 related to the Amendment, which were capitalized and are subsequently amortized through maturity.

On June 30, 2023, CAL entered into a Fourth Amended and Restated Loan and Security Agreement (the “Fourth Amendment and Restatement”). The Fourth Amendment and Restatement increased the loan commitment from $92.5 million to $100.0 million. No other material terms of the Revolving Loan were modified as a result of the execution of the Fourth Amendment. The Company incurred debt issuance costs of $109,291 related to the Amendment, which were capitalized and are subsequently amortized through maturity.

The Revolving Loan provides for certain affirmative covenants, including requiring us to deliver financial information and any notices of default, and conducting business in the normal course. Additionally, the Company must comply with certain financial covenants including: (1) maximum capital expenditures of $150,000, (2) maintaining a debt service coverage ratio greater than 1.35 to 1, and (3) maintaining a leverage ratio less than 1.50 to 1. As of September 30, 2023, the Company is in compliance with all financial covenants with respect to the Revolving Loan.

As of September 30, 2023 and December 31, 2022, unamortized debt issuance costs related to the Revolving Loan, including all amendments and amendments and restatements thereto, as applicable, of $516,261 and $805,596, respectively, are recorded in other receivables and assets, net on the consolidated balance sheets.

As of and for the nine months ended September 30, 2023, the Company had net borrowings of $5.0 million against the Revolving Loan. As of September 30, 2023, the Company had $37.0 million available under the Revolving Loan. Additionally, as of September 30, 2023, $176.9 million of loans held for investment, at principal, are pledged as collateral in the borrowing base of the Revolving Loan.

The following table reflects a summary of interest expense incurred during the three and nine months ended September 30, 2023 and 2022.

	Three months ended		Three months ended		Nine months ended		Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Cash interest expense	$	1,276,292	$	715,132	$	3,588,712	$	991,694
Unused fee expense		26,174		7,667		67,875		11,834
Amortization of deferred financing costs		146,677		138,549		405,778		379,644
Total interest expense	$	1,449,143	$	861,348	$	4,062,365	$	1,383,172

7. 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 is entitled to receive 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, determined as of the last day of each such quarter; reduced by an amount equal to 50% of the pro rata amount of origination fees earned and paid to the Manager during the applicable quarter for loans that were originated on the Company’s behalf by the Manager or affiliates of the Manager (“Outside Fees”). For the three and nine months ended September 30, 2023, the Base Management Fee payable was reduced by Outside Fees in the amount of $0 and $130,000, respectively. For the three and nine months ended September 30, 2022, the Base Management Fee payable was reduced by Outside Fees in the amount of $192,751 and $1,275,001, respectively.

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 will pay 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, 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 members of the Compensation Committee of the Board, each of whom are Independent Directors, and approved by a majority of the members of the Compensation Committee. Incentive compensation for the three and nine months ended September 30, 2023 was $545,966 and $2,532,026 respectively. Incentive compensation for the three and nine months ended September 30, 2022 was $519,223 and $1,500,129, 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. We reimburse our Manager or its affiliates, as applicable, for the Company’s fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (i) subject to review by the Compensation Committee of the Board, the Manager’s personnel serving as an officer of the Company, based on the percentage of his or her time spent devoted to the Company’s affairs and (ii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance, and other non-investment personnel of the Manager and its affiliates who spend all or a portion of their time managing the Company’s affairs, with the allocable share of the compensation of such personnel described in this clause (ii) being as reasonably determined by the Manager to appropriately reflect the amount of time spent devoted by such personnel to our affairs.

The following table summarizes the related party fees and expenses incurred by the Company and amounts payable to the Manager for the three and nine months ended September 30, 2023 and 2022.

	For the three months ended September 30,					For the nine months ended September 30,
	2023		2022			2023			2022
Affiliate Payments
Management fees earned	$	1,055,421	$	1,020,949		$	3,137,033		$	3,041,359
Less: Outside Fees earned		-		(192,751	)		(130,000	)		(1,275,001	)
Base management fees, net		1,055,421		828,198			3,007,033			1,766,358
Incentive fees		545,966		519,223			2,532,026			1,500,129
Total management and incentive fees earned		1,601,387		1,347,421			5,539,059			3,266,487
General and administrative expenses reimbursable to Manager		1,144,907		980,949			3,533,493			2,132,419
Total	$	2,746,294	$	2,328,370		$	9,072,552		$	5,398,906

General administrative expenses reimbursable to the Manager are included in the related party payable line item of the consolidated balance sheets as of September 30, 2023 and December 31, 2022. Total amounts payable to the Manager as of September 30, 2023 and December 31, 2022 were approximately $3.3 million and $4.7 million, respectively, which included bonuses accrued of $0.8 million which are not reimbursed to the Manager until paid.

Co-Investment in Loans

From time to time, the Company may co-invest with other investment vehicles managed by its affiliates, in accordance with the Manager’s co-investment allocation policies. 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 and December 31, 2022, 20 and 15 of the Company’s loans were co-invested by affiliates of the Company, respectively.

In connection with investments in loans, the Company may receive the option to assign the right (the “Assigned Right”) to acquire warrants and/or equity of the borrower. The Company may sell the Assigned Right, and the sale may be to an affiliate of the Company. The proceeds from the sale of Assigned Rights are accounted for as additional original issue discount and accreted over the life of the related loans. During the nine months ended September 30, 2023, the Company sold an Assigned Right amounting to $237,885. There were no sales of Assigned Rights for the nine months ended September 30, 2022.

Loan transactions with related parties

On January 24, 2023, the Company purchased a senior secured loan from an affiliate under common control with our Manager. The purchase price of approximately $19.3 million was approved by the audit committee of the Board. The fair value approximated the carrying value of the loan of $19.0 million, plus accrued and unpaid interest through the purchase date of $0.3 million.

On March 31, 2023, the Company sold a senior secured loan to a syndicate of co-lenders, including a third party and two affiliates under common control with our Manager. The total selling price of approximately $14.2 million was approved by the audit committee of the Board. The fair value approximated the carrying value of the loan of $13.4 million plus accrued unpaid interest of $0.8 million through the sale date.

Loan held for investment – related party

As of May 1, 2023, Loan #9 was placed on non-accrual status for borrower's breach of certain non-financial covenants and obligations under the loan agreement. The borrower subsequently failed to make contractual principal and interest payments due for the months of May and June 2023. On June 20, 2023, the Administrative Agent to Loan #9 (the “Agent”, a related party) issued an acceleration notice notifying the borrower of the Agent’s intention to exercise all rights and remedies under the credit documents and requested immediate payment of all amounts outstanding thereunder on behalf of the lenders.

The Agent subsequently pursued a Uniform Commercial Code (“UCC”) sale of the membership interests of the borrower’s subsidiaries which were pledged as collateral. On August 10, 2023, the Agent was the highest bidder in a public auction of the membership interests and took ownership of the membership interests. The Agent intends to sell the assets in satisfaction of the loan for the benefit of the lenders.

As described in Note 3, Loan #9 remains on non-accrual status and the Company will continue to cease further recognition of income until such events of default are cured or obligations are repaid. As of September 30, 2023, Loan #9 is held on the consolidated balance sheet as a loan held for investment – related party with a carrying value of approximately $16.3 million.

8. COMMITMENTS AND CONTINGENCIES

Off-Balance Sheet Arrangements

Off-balance sheet commitments may consist of unfunded commitments on delayed draw term loans. The Company does 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, the Company has not guaranteed any obligations of unconsolidated entities or entered into any commitment to provide additional funding to any such entities. As of September 30, 2023 and December 31, 2022, the Company had the following unfunded commitments on existing loans.

	As of September 30, 2023			As of December 31, 2022

Total original loan commitments	$	355,941,661		$	351,367,706
Less: drawn commitments		(344,737,661	)		(336,323,706	)
Total undrawn commitments	$	11,204,000		$	15,044,000

Refer to “Note 3 - Loans Held for Investment, Net” for further information regarding the CECL Reserve attributed to unfunded commitments. Total original loan commitments includes the impact of principal payments received since origination of the loan and future amounts to be advanced at sole discretion of the lender.

The following table summarizes our material commitments as of September 30, 2023:

Commitments due by period
	2023		2024		2025		2026		2027		Thereafter		Total
Undrawn commitment	$	-	$	7,000,000	$	204,000	$	4,000,000	$	-	$	-	$	11,204,000
Revolving loan		-		63,000,000		-		-		-		-		63,000,000
Total	$		$	70,000,000	$	204,000	$	4,000,000	$	-	$	-	$	74,204,000

Other Contingencies

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.

The Company’s ability to grow or maintain its business depends, in part, on state laws pertaining to the cannabis industry. New laws that are adverse to the Company’s portfolio companies 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 and adversely affect its 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, provide consent to allow the borrower to sell the real estate to a third party, institute a foreclosure proceeding to have the real estate sold or evict the tenant, have the cannabis operations removed from the property and take title to the underlying real estate, each of which may result in the Company realizing a loss on the transaction.

9. STOCKHOLDERS’ EQUITY

Common Stock

On January 5, 2022, the underwriters of the Company’s initial public offering (the “IPO”) partially exercised their over-allotment option to purchase 302,800 shares of the Company’s common stock at a price of $16.00 per share, raising $4,844,800 in additional gross proceeds or $4,505,664 in net proceeds after underwriting commissions of $339,136, which is reflected as a reduction of additional paid-in capital on the consolidated statements of stockholders’ equity.

On February 15, 2023, the Company completed a registered direct offering of 395,779 shares of common stock at a price of $15.16 per share, raising net proceeds of approximately $6.0 million. The Company sold shares of common stock directly, without the use of underwriters or placement agents, to institutional investors registered pursuant to its effective shelf registration statement.

Equity Incentive Plan

The Company has established an equity incentive compensation plan (the “2021 Plan”). The Board authorized the adoption of the 2021 Plan and the Compensation Committee of the Board approved restricted stock award grants of 98,440 shares of common stock during the quarter ended December 31, 2021. The Compensation Committee appointed by the Board administers the 2021 Plan. The 2021 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. The 2021 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 restricted stock awards to participants in the 2021 Plan, but it may also grant any other type of award available under the 2021 Plan in the future. Persons eligible to receive awards under the 2021 Plan include the Company’s officers and employees of the Manager and its affiliates or officers and employees of the Company’s subsidiaries, if any, the members of the Board, and certain consultants and other service providers.

As of September 30, 2023 and December 31, 2022, the maximum number of shares of the Company’s common stock that may be delivered pursuant to awards under the 2021 Plan (the “Share Limit”) equals 8.50% of the issued and outstanding shares of the Company’s common stock on a fully-diluted basis following the completion of the IPO. Shares that are subject to or underlie awards that expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2021 Plan will not be counted against the Share Limit and will again be available for subsequent awards under the 2021 Plan.

On December 31, 2022, restricted stock award grants of 24,880 shares of common stock were granted to members of the Board. Pursuant to each respective award agreement, the restricted stock awards (“RSA’s”) vest annually in equal installments over a three-year period beginning on the first anniversary of the date of the grant. Upon vesting, the vested restricted stock awards are exchanged for an equal number of the Company’s common stock.

For the period from January 1, 2023 to September 30, 2023, restricted stock award grants of 323,452 were granted to employees of our Manager, respectively. Pursuant to the respective award agreements, the RSA’s vest annually in equal installments over a three-year period beginning on the first anniversary of the date of the grant. Upon vesting, the vested restricted stock awards are exchanged for an equal number of the Company’s common stock.

There were 1,147 and 13,438 shares forfeited during the nine months ended September 30, 2023 and 2022, respectively. As individual awards and options become fully vested, stock-based compensation expense is adjusted to recognize actual forfeitures.

Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award granted under the 2021 Plan, as well as any shares exchanged by a participant or withheld by the Company to satisfy tax withholding obligations related to any award granted under the 2021 Plan, will not be counted against the Share Limit and will again be available for subsequent awards under the 2021 Plan. To the extent that an award is settled in cash or a form other than shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the Share Limit and will again be available for subsequent awards under the 2021 Plan.

Based on the closing market price of our common stock on September 30, 2023, the aggregate intrinsic value of our restricted stock awards was as follows:

	As of September 30, 2023
	Outstanding		Vested
Aggregate intrinsic value	$	5,632,476	$	705,956

The following table summarizes the restricted stock activity for the Company’s directors and officers and employees of the Manager during the nine months ended September 30, 2023 and 2022.

	Nine months ended September 30, 2023			Grant Date Fair Value per Share
Balance at December 31, 2022		80,984		$	15.71
Granted		323,452		$	14.75
Vested		(20,648	)	$	16.00
Forfeited		(1,147	)	$	16.00
Balance at September 30, 2023		382,641		$	14.88

	Nine months ended September 30, 2022			Grant Date Fair Value per Share
Balance at December 31, 2021		98,440		$	16.00
Vested		-		$	16.00
Forfeited		(13,438	)	$	16.00
Unvested Balance at September 30, 2022		85,002		$	16.00

Restricted stock compensation expense is based on the Company’s stock price at the date of the grant and is amortized over the vesting period. Forfeitures are recognized as they occur. The share-based compensation expense for the Company was $942,605 and $328,356 for the nine months ended September 30, 2023 and 2022, respectively. The unamortized share-based compensation expense for the Company was approximately $5,067,401 and $1,078,216 as of September 30, 2023 and 2022, respectively, which the Company expects to recognize over the remaining weighted-average term of 2.5 years.

At-the-Market Offering Program (“ATM” Program”)

On June 20, 2023, the Company entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC, Compass Point Research & Trading, LLC and Oppenheimer & Co. Inc. (each a “Sales Agent” and together the “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 quarter ended June 30, 2023, the Company sold an aggregate of 79,862 shares of the Company’s common stock under the Sales Agreement at an average price of $15.78 per share, generating net proceeds of approximately $1.2 million. During the quarter ended September 30, 2023, the Company did not sell shares of its common stock under the Sales Agreement.

As of September 30, 2023, the shares of common stock sold pursuant to the registered direct offering in February 2023 and under the ATM Program are the only offerings that have been initiated under the Shelf Registration Statement.

10. EARNINGS PER SHARE

The following information sets forth the computations of basic earnings per common share for the three and nine months ended September 30, 2023 and 2022, respectively:

	For the three months ended September 30,				For the nine months ended September 30,
	2023		2022		2023		2022
Net income attributable to common stockholders	$	9,976,998	$	9,768,969	$	29,312,725	$	25,036,760
Divided by:
Basic weighted average shares of common stock outstanding		18,175,467		17,657,913		18,052,293		17,652,367
Diluted weighted average shares of common stock outstanding		18,562,930		17,752,290		18,269,171		17,747,612
Basic earnings per common share	$	0.55	$	0.55	$	1.62	$	1.42
Diluted earnings per common share	$	0.54	$	0.55	$	1.60	$	1.41

There were no anti-dilutive shares excluded from the computations of earnings per common share for the three and nine months ended September 30, 2023 and 2022.

11. INCOME TAX

To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute annually to our stockholders at least 90% of our REIT taxable income prior to the deduction for dividends paid. To the extent that 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 Code), we will pay tax at regular corporate rates on that undistributed portion. Furthermore, if we distribute less than the sum of 1) 85% of our ordinary income for the calendar year, 2) 95% of our capital gain net income for the calendar year, and 3) any undistributed shortfall from our 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 a non-deductible excise tax equal to 4% of any shortfall between the Required Distribution and the amount that was actually distributed. 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. Our 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 it is determined that our estimated current year taxable income will be in excess of estimated dividend distributions (including capital gain dividend) for the current year from such income, we will accrue excise tax on estimated excess taxable income as such taxable income is earned. The annual expense is calculated in accordance with applicable tax regulations. Excise tax expense, if any, is included in the line item, income tax expense. For the three and nine months ended September 30, 2023, we did not incur excise tax expense. The income tax provision for the Company was $0 for the three and nine months ended September 30, 2023.

As of September 30, 2023 and December 31, 2022, the Company does not have any unrecognized tax benefits.

12. FAIR VALUE MEASUREMENTS

The Company complies with the disclosure requirements in FASB ASC Topic 820-10, Fair Value Measurement (“ASC 820-10”), which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure requirements for fair value measurements. ASC 820-10 determines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. ASC 820-10 specifies a hierarchy of valuation techniques based on the inputs used in measuring fair value.

In accordance with ASC 820-10, the inputs used to measure fair value are summarized in the three broad levels listed below:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3—Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used.

GAAP requires disclosure of fair value information about financial and nonfinancial assets and liabilities, whether or not recognized in the financial statements, for which it is practical to estimate the value. In cases where quoted market prices are not available, fair values are based upon the application of discount rates to estimated future cash flows using market yields, or other valuation methodologies. Any changes to the valuation methodology will be reviewed by the Company’s management to ensure the changes are appropriate. The methods used may produce a fair value calculation that is not indicative of net realizable value or reflective of future fair values. Furthermore, while the Company anticipates that the valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial and nonfinancial assets and liabilities could result in a different estimate of fair value at the reporting date. The Company uses inputs that are current as of the measurement date, which may fall within periods of market dislocation, during which price transparency may be reduced.

Recurring Fair Value Measurements

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023:

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total
Financial assets:
Debt securities, at fair value	$	-	$	3,469,340	$	-	$	3,469,340

There were no financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022.

Financial Assets and Liabilities Not Measured at Fair Value

As of September 30, 2023 and December 31, 2022, the carrying values and fair values of the Company’s financial assets and liabilities recorded at amortized cost are as follows:

	As of September 30, 2023					As of December 31, 2022
	Level in Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:
Loans held for investment	3	$	338,792,489	$	334,835,555	$	339,273,538	$	329,237,824
Cash and cash equivalents	1		8,702,157		8,702,157		5,715,827		5,715,827
Interest receivable	2		2,226,902		2,226,902		1,204,412		1,204,412
Other receivables and assets, net	2		946,077		946,077		1,018,212		1,018,212
Related party receivables	2		3,284,900		3,284,900		-		-

Financial liabilities:
Revolving loan	2	$	63,000,000	$	62,483,739	$	58,000,000	$	57,194,404
Accounts payable and other liabilities	2		1,187,591		1,187,591		1,058,128		1,058,128
Interest reserve	2		498,264		498,264		1,868,193		1,868,193
Management and incentive fees payable	2		1,601,387		1,601,387		3,295,600		3,295,600
Related party payables	2		1,668,783		1,668,783		1,397,515		1,397,515
Dividend payable	2		8,568,252		8,568,252		13,618,591		13,618,591

Our loans are held for investment and are substantially secured by real estate, equipment, licenses and other assets of the borrowers to the extent permitted by the applicable laws and the regulations governing such borrowers. The aggregate fair value of the Company’s loan portfolio was $334,835,555 and $329,237,824, with gross unrecognized holding (losses)/gains of $3,956,935 and $10,035,714 as of September 30, 2023 and December 31, 2022, respectively. The fair values, which are classified as Level 3 in the fair value hierarchy, are estimated using discounted cash flow models based on current market inputs for similar types of arrangements. The primary sensitivity in these models is based on the selection of appropriate discount rates. Fluctuations in these assumptions could result in different estimates of fair value.

13. 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 Date	Common Share Distribution Amount		Taxable Ordinary Income		Return of Capital		Section 199A Dividends
Regular cash dividend	3/31/2023	4/14/2023	$	0.47	$	0.47	$	-	$	0.47
Regular cash dividend	6/30/2023	7/14/2023	$	0.47	$	0.47	$	-	$	0.47
Regular cash dividend	9/29/2023	10/13/2023	$	0.47	$	0.47	$	-	$	0.47
Total cash dividend			$	1.41	$	1.41	$	-	$	1.41

	Record Date	Payment Date	Common Share Distribution Amount		Taxable Ordinary Income		Return of Capital		Section 199A Dividends
Regular cash dividend	3/31/2022	4/14/2022	$	0.40	$	0.40	$	-	$	0.40
Regular cash dividend	6/30/2022	7/15/2022	$	0.47	$	0.47		-	$	0.47
Regular cash dividend	9/30/2022	10/14/2022	$	0.47	$	0.47	$	-	$	0.47
Total cash dividend			$	1.34	$	1.34	$	-	$	1.34

14. SUBSEQUENT EVENTS

Investment Activity

During the period from October 1, 2023 through November 8, 2023, the Company funded approximately $11.7 million of principal of which $10.6 million and $1.1 million were funded to existing borrowers and new borrowers, respectively.

Revolving Loan

During the period from October 1, 2023, through November 8, 2023, the Company borrowed $11.0 million on the Revolving Loan. As of November 8, 2023, outstanding borrowings and remaining availability on the Revolving Loan were $74.0 million and $26.0 million, respectively.

Payment of Dividend

On October 13, 2023, the Company paid its regular quarterly dividend of $0.47 per common share relating to the third quarter of 2023 to stockholders of record as of the close of business on September 29, 2023. The total amount of the cash dividend payment was approximately $8.5 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

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. Forward-looking statements relate to future events or the future performance or financial condition of Chicago Atlantic Real Estate Finance, Inc. (the “Company,” “we,” “us,” and “our”). The information contained in this section should be read in conjunction with our consolidated 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 this quarterly report and in “Risk Factors” in our annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and in Part II, Item 1A of this quarterly report on Form 10-Q, as such risks may by updated, amended, or superseded from time to time by subsequent reports we file with the SEC. The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

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our future operating results and projected operating results;

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the ability of our Manager to locate suitable loan opportunities for us, monitor and actively manage our loan portfolio, and implement our investment strategy;

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the allocation of loan opportunities to us by our Manager;

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the impact of inflation on our operating results;

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actions and initiatives of the federal or state governments and changes to government policies related to cannabis and the execution and impact of these actions, initiatives, and policies, including the fact that cannabis remains illegal under federal law;

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the estimated growth in and evolving market dynamics of the cannabis market;

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the demand for cannabis cultivation and processing facilities;

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shifts in public opinion regarding cannabis;

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the state of the U.S. economy generally or in specific geographic regions;

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economic trends and economic recoveries;

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the amount and timing of our cash flows, if any, from our loans;

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our ability to obtain and maintain financing arrangements;

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our expected leverage;

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changes in the value of our loans;

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our expected investment and underwriting process;

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rates of default or decreased recovery rates on our loans;

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the degree to which any interest rate or other hedging strategies may or may not protect us from interest rate volatility;

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changes in interest rates and impacts of such changes on our results of operations, cash flows, and the market value of our loans;

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interest rate mismatches between our loans and our borrowings used to fund such loans;

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the departure of any of the executive officers or key personnel supporting and assisting us from our Manager or its affiliates;

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impact of and changes in governmental regulations, tax law and rates, accounting guidance, and similar matters;

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our ability to maintain our exclusion or exemption from registration under the Investment Company Act;

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our ability to qualify and maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes;

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estimates relating to our ability to make distributions to our stockholders in the future;

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our understanding of our competition;

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market trends in our industry, interest rates, real estate values, the securities markets or the general economy; and

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any of the other risks, uncertainties and other factors we identify in our annual report on Form 10-K or this quarterly report on Form 10-Q.

Available Information

We routinely post important information for investors on our website, www.chicagoatlantic.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. We encourage investors, analysts, the media, and others interested in us to monitor the Investments 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 “Contact” section of our website under “Join Our Mailing List” and enter the required information to enable notifications.

Overview

We are a commercial mortgage real estate investment trust. Our primary investment objective is to provide attractive, risk-adjusted returns for stockholders over time primarily through consistent current income dividends and other distributions and secondarily through capital appreciation. We intend to achieve this objective by originating, structuring and investing in first mortgage loans and alternative structured financings secured by commercial real estate properties. Our current portfolio is comprised primarily of senior loans to state-licensed operators in the cannabis industry, secured by real estate, equipment, receivables, licenses or other assets of the borrowers to the extent permitted by applicable laws and regulations governing such borrowers. We also invest in companies or properties that are not related to the cannabis industry that provide return characteristics consistent with our investment objective. We intend to grow the size of our portfolio by continuing the track record of our business and the business conducted by our Manager and its affiliates by making loans to leading operators and property owners in the cannabis industry. There is no assurance that we will achieve our investment objective.

Our Manager and its affiliates seek to originate real estate loans between $5 million and $200 million, generally with one- to five-year terms and amortization when terms exceed three years. We generally act as co-lenders in such transactions and intend to hold up to $50 million of the aggregate loan amount, with the remainder to be held by affiliates or third party co-investors. We may revise such concentration limits from time to time as our loan portfolio grows. Other investment vehicles managed by our Manager or affiliates of our Manager may co-invest with us or hold positions in a loan where we have also invested, including by means of splitting commitments, participating in loans or other means of syndicating loans. We will not engage in a co-investment transaction with an affiliate where the affiliate has a senior position to the loan held by us. To the extent that an affiliate provides financing to one of our borrowers, such loans will be working capital loans or loans that are subordinate to our loans. We may also serve as co-lenders in loans originated by third parties and, in the future, we may also acquire loans or loan participations. Loans that have one to two year maturities are generally interest only loans.

Our loans are secured by real estate and, in addition, when lending to owner-operators in the cannabis industry, other collateral, such as equipment, receivables, licenses or other assets of the borrowers to the extent permitted by applicable laws and regulations. In addition, we seek to impose strict loan covenants and seek personal or corporate guarantees for additional protection. As of September 30, 2023 and December 31, 2022, 26.3% and 13.6%, respectively, of the principal of loans held in our portfolio are backed by personal or corporate guarantees. We aim to maintain a portfolio diversified across jurisdictions and across verticals, including cultivators, processors, dispensaries, as well as ancillary businesses. In addition, we may invest in borrowers that have equity securities that are publicly traded on the Canadian Stock Exchange (“CSE”) in Canada and/or over-the-counter in the United States.

As of September 30, 2023, our portfolio is comprised primarily of first mortgages to established multi-state or single-state cannabis operators or property owners. In addition, we own approximately $3.5 million, at fair value, of publicly-traded corporate bonds issued by a cannabis operator. We consider cannabis operators to be established if they are state-licensed and are deemed to be operational and in good standing by the applicable state regulator. We do not own any stock, warrants to purchase stock or other forms of equity in any of our portfolio companies that are involved in the cannabis industry, and we will not take stock, warrants or equity in such issuers until permitted by applicable laws and regulations, including U.S. federal laws and regulations.

We are an externally managed Maryland corporation that elected to be taxed as a REIT under Section 856 of the Code, commencing with our taxable year ended December 31, 2021. We believe that our method of operation will enable us to continue to qualify as a REIT. However, no assurances can be given that our beliefs or expectations will be fulfilled, since qualification as a REIT depends on us continuing to satisfy numerous asset, income, and distribution tests, which in turn depend, in part, on our operating results. We also intend to operate our business in a manner that will permit us and our subsidiaries to maintain one or more exclusions or exemptions from registration under the Investment Company Act.

Revenues

We operate as one operating segment and are primarily focused on financing senior secured loans and other types of loans for established state-licensed operators in the cannabis industry. These loans are generally held for investment and are substantially secured by real estate, equipment, licenses and other assets of the borrowers to the extent permitted by the applicable laws and the regulations governing such borrowers.

We generate revenue primarily in the form of interest income on loans. As of September 30, 2023 and December 31, 2022, approximately 81.1% and 83.1%, respectively, of our portfolio was comprised of floating rate loans, and 18.9% and 16.9% of our portfolio was comprised of fixed rate loans, respectively. The floating rate loans described above are variable based upon the Prime Rate plus an applicable margin, and in many cases, a Prime Rate floor.

The Prime Rate during the nine months ended September 30, 2023 and the year ended December 31, 2022 was as follows:

Effective Date	Rate⁽¹⁾
July 27, 2023		8.50	%
May 4, 2023		8.25	%
March 23, 2023		8.00	%
February 2, 2023		7.75	%
December 15, 2022		7.50	%
November 3, 2022		7.00	%
September 22, 2022		6.25	%
July 28, 2022		5.50	%
June 16, 2022		4.75	%
May 5, 2022		4.00	%
March 17, 2022		3.50	%
March 15, 2020		3.25	%

(1)	Rate obtained from the Wall Street Journal’s “Bonds, Rates & Yields” table.

Interest on our loans is generally payable monthly. The principal amount of our loans and any accrued but unpaid interest thereon generally become due at the applicable maturity date. In some cases, our interest income includes a paid-in-kind (“PIK”) component for a portion of the total interest. The PIK interest, computed at the contractual rate specified in each applicable loan agreement, is accrued in accordance with the terms of such loan agreement and capitalized to the principal balance of the loan and recorded as interest income. The PIK interest added to the principal balance is typically amortized and paid in accordance with the applicable loan agreement. In cases where the loans do not amortize, the PIK interest is collected upon repayment of the outstanding principal. We also generate revenue from original issue discounts (“OID”), which is also recognized as interest income from loans over the initial term of the applicable loans. Delayed draw loans may earn interest or unused fees on the undrawn portion of the loan, which is recognized as interest income in the period earned. Other fees, including prepayment fees and exit fees, are also recognized as interest income when received. Any such fees will be generated in connection with our loans and recognized as earned in accordance with generally accepted accounting principles (“GAAP”).

Expenses

Our primary operating expense is the payment of Base Management Fees and Incentive Compensation under our Management Agreement with our Manager and the allocable portion of overhead and other expenses paid or incurred on our behalf, including reimbursing our Manager for a certain portion of the compensation of certain personnel of our Manager who assist in the management of our affairs, excepting only those expenses that are specifically the responsibility of our Manager pursuant to our Management Agreement. We bear all other costs and expenses of our operations and transactions, including (without limitation) fees and expenses relating to:

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organizational and offering expenses;

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quarterly valuation expenses;

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fees payable to third parties relating to, or associated with, making loans and valuing loans (including third-party valuation firms);

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fees and expenses associated with investor relations and marketing efforts (including attendance at investment conferences and similar events);

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accounting and audit fees and expenses from our independent registered public accounting firm;

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federal and state registration fees;

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any exchange listing fees;

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federal, state and local taxes;

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independent directors’ fees and expenses;

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brokerage commissions;

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costs of proxy statements, stockholders’ reports and notices; and

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costs of preparing government filings, including periodic and current reports with the SEC.

Income Taxes

We are a Maryland corporation that elected to be taxed as a REIT under the Code, commencing with the taxable period ended December 31, 2021. We believe that we qualify as a REIT and that our method of operation will enable us to continue to qualify as a REIT. However, no assurances can be given that our beliefs or expectations will be fulfilled, since qualification as a REIT depends on us satisfying numerous asset, income and distribution tests which depends, in part, on our operating results.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740 - Income Taxes (“ASC 740”), prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have analyzed our various federal and state filing positions and believe that our income tax filing positions and deductions are documented and supported as of September 30, 2023. Based on our evaluation, there is no reserve for any uncertain income tax positions. Accrued interest and penalties, if any, are included within other liabilities in the consolidated balance sheets.

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.

Changes in Market Interest Rates and Effect on Net Interest Income

Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. We will be subject to interest rate risk in connection with our assets and our related financing obligations.

Our operating results will depend in large part on differences between the income earned on our assets and our cost of borrowing. The cost of our borrowings generally will be based on prevailing market interest rates. During a period of rising interest rates, our borrowing costs generally will increase (a) while the yields earned on our leveraged fixed-rate loan assets will remain static, and (b) at a faster pace than the yields earned on our leveraged floating-rate loan assets, which could result in a decline in our net interest spread and net interest margin. The severity of any such decline would depend on our asset/liability composition at the time as well as the magnitude and duration of the interest rate increase. Further, an increase in short-term interest rates could also have a negative impact on the market value of our target investments. If any of these events happen, we could experience a decrease in net income or incur a net loss during these periods, which could adversely affect our liquidity and results of operations.

Interest Rate Cap Risk

We currently own and intend to acquire in the future floating-rate assets. These are assets in which the loans may be subject to periodic and lifetime interest rate caps and floors, which limit the amount by which the asset’s interest yield may change during any given period. However, our borrowing costs pursuant to our financing agreements may not be subject to similar restrictions. Therefore, in a period of increasing interest rates, interest rate costs on our borrowings could increase without limitation by caps, while the interest-rate yields on our floating-rate assets would effectively be limited. In addition, floating-rate assets may be subject to periodic payment caps that result in some portion of the interest being deferred and added to the principal outstanding. This could result in our receipt of cash income from such assets in an amount that is less than the amount that we would need to pay the interest cost on our related borrowings.

These factors could lower our net interest income or cause a net loss during periods of rising interest rates, which would harm our financial condition, cash flows and results of operations. As of September 30, 2023, 84% of our floating rate loans, based on principal outstanding have interest rate floors, and one loan is subject to an interest rate cap (Note 3).

Interest Rate Mismatch Risk

We may fund a portion of our origination of loans, or of loans that we may in the future acquire, with borrowings that are based on the Prime Rate or a similar measure, while the interest rates on these assets may be fixed or indexed to the Prime Rate or another index rate. Accordingly, any increase in the Prime Rate will generally result in an increase in our borrowing costs that would not be matched by fixed-rate interest earnings and may not be matched by a corresponding increase in floating-rate interest earnings. Any such interest rate mismatch could adversely affect our profitability, which may negatively impact distributions to our stockholders.

Our analysis of risks is based on our Manager’s experience, estimates, models and assumptions. These analyses rely on models which utilize estimates of fair value and interest rate sensitivity. Actual economic conditions or implementation of decisions by our Manager and our management may produce results that differ significantly from the estimates and assumptions used in our models and the projected results.

Market Conditions

We believe that favorable market conditions, including an imbalance in supply and demand of credit to cannabis operating companies, have provided attractive opportunities for non-bank lenders, such as us, to finance commercial real estate loans and other loans that exhibit strong fundamentals but also require more customized financing structures and loan products than regulated financial institutions can presently provide. Additionally, to the extent that additional states legalize cannabis, our addressable market will increase. We intend to continue to capitalize on these opportunities and growing the size of our portfolio.

Developments During the Third Quarter of 2023

Updates to Our Loan Portfolio during the Third Quarter of 2023

Subsequent Updates to Our Loan Portfolio

During the period from October 1, 2023 to November 8, 2023, we funded approximately $4.0 million to the borrower of Loan #18 and $5.2 million to the borrower of Loan #27.

Dividends Declared Per Share

During the three months ended September 30, 2023, we declared an ordinary cash dividend of $0.47 per share of our common stock, relating to the third quarter of 2023, which was paid on October 13, 2023 to stockholders of record as of the close of business on September 29, 2023. The total amount of the cash dividend payment was approximately $8.5 million.

The payment of this dividend is not indicative of our ability to pay such dividends in the future.

Results of Operations

Comparison of the three months ended September 30, 2023 and 2022

	For the three months ended September 30,						Variance
	2023			2022			Amount			%
Revenues
Interest income	$	15,183,450		$	13,795,097		$	1,388,353			10	%
Interest expense		(1,449,143	)		(861,348	)		(587,795	)		68	%
Net interest income		13,734,307			12,933,749			800,558			6	%

Expenses
Management and incentive fees, net		1,601,387			1,347,421			253,966			19	%
General and administrative expense		1,251,307			1,076,798			174,509			16	%
Professional fees		491,107			348,785			142,322			41	%
Stock based compensation		540,426			84,891			455,535			537	%
(Reversal)/provision for current expected credit losses		(41,351	)		306,885			(348,236	)		(113	)%
Total expenses		3,842,876			3,164,780			678,096			21	%
Change in unrealized gain on debt securities, at fair value		85,567			-			85,567			100	%
Net Income before income taxes		9,976,998			9,768,969			208,029			2	%
Income tax expense					-
Net Income	$	9,976,998		$	9,768,969		$	208,029			2	%

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Interest income increased by approximately $1.4 million, or 10%, during the quarter ended September 30, 2023, compared to the quarter ended September 30, 2022. The increase was driven primarily by an increase in the Prime Rate from 6.25% as of September 30, 2022, to 8.50% as of September 30, 2023, impacting approximately 81.1% of the Company’s loans, as of September 30, 2023, which bear a floating rate. Additionally, we recognized approximately $288 thousand of income from fees during the quarter ended September 30, 2023 as compared to $196 thousand for the same period in 2022.

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Net interest income increased approximately $0.8 million or 6%, over the comparative period. The increase was attributable to the increase in interest income described above, offset by a corresponding increase in interest expense driven by the timing of borrowings and increase in the Prime Rate as noted above given the Revolving Loan bears interest at the Prime Rate plus an Applicable Margin. The outstanding balance on the Revolving Loan was $63.0 million and $53.0 million, as of September 30, 2023 and 2022, respectively.

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We incurred base management and incentive fees payable to our Manager of approximately $1.6 million for the three months ended September 30, 2023, as compared to approximately $1.3 million for the three months ended September 30, 2022. The increase was primarily attributable to greater assets under management, which was offset by fewer origination fee offsets in the three months ended September 30, 2023 of approximately $0, compared to approximately $193 thousand for the three months ended September 30, 2022, as well as an increase in weighted average equity as defined by the Management Agreement for the comparable period.

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General and administrative expenses and professional fees increased by approximately $317 thousand for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The increase was primarily due to an increase in overhead reimbursements for costs incurred by the Manager on behalf of the Company which were $1.1 million for the three months ended September 30, 2023 compared to $1.0 million for the three months ended September 30, 2022.

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Stock based compensation increased by $0.5 million for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The increase over the comparable period was driven by the grant of 323,452 restricted stock awards to employees of our Manager during the nine months ended September 30, 2023.

●

Reversal for current expected credit losses was $41 thousand in the three months ended September 30, 2023 as compared to a provision of $307 thousand in the three months ended September 30, 2022, resulting from changes in risk ratings from September 30, 2022 to September 30, 2023, which are due to both borrower specific credit changes, and quarterly re-evaluations of overall current macroeconomic conditions affecting our borrowers and the industry. Changes in portfolio risk composition, and other loan specific factors such as shorter average remaining loan terms and loan repayments during the three months ended September 30, 2023 also contributed to the reversal in the third quarter of 2023. Additionally, during the three-month period ended September 30, 2023, the Company observed that valuation multiples of publicly traded companies in the industry improved as a result of macro-economic factors. Such factors include but are not limited to; expectations surrounding future interest rate hikes by the Federal Reserve and public announcements about proposed regulatory reform relating to a potential rescheduling of cannabis at the federal level. Management contemplates the impacts of these macro-economic factors during the forecast period when determining enterprise value and ultimately, the CECL reserve. Estimates may change in future periods based on available future macro-economic data and might result in a material change in the Company’s future estimates of expected credit losses for its loan portfolio.

The current expected credit loss reserve represents approximately 150 basis points of our aggregate loan commitments held at carrying value of approximately $5.1 million which was bifurcated between (i) the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value of approximately $5.1 million and (ii) a liability for unfunded commitments of $0.1 million as of September 30, 2023, as compared to approximately 44 basis points as of September 30, 2022, and was bifurcated between (i) the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value of approximately $1.5 million and (ii) a liability for unfunded commitments of $54 thousand. 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.

Comparison of the nine months ended September 30, 2023 and 2022

	For the nine months ended September 30,						Variance
	2023			2022			Amount			%
Revenues
Interest income	$	46,369,976		$	35,478,178		$	10,891,798			31	%
Interest expense		(4,062,365	)		(1,383,172	)		(2,679,193	)		194	%
Net interest income		42,307,611			34,095,006			8,212,605			24	%

Expenses
Management and incentive fees, net		5,539,059			3,266,487			2,272,572			70	%
General and administrative expense		3,833,733			2,410,151			1,423,582			59	%
Professional fees		1,598,376			1,649,360			(50,984	)		(3	)%
Stock based compensation		942,605			328,356			614,249			187	%
Provision/(reversal) for current expected credit losses		1,193,880			1,403,892			(210,012	)		(15	)%
Total expenses		13,107,653			9,058,246			4,049,407			45	%
Change in unrealized gain on debt securities, at fair value		112,767			-			112,767			100	%
Net Income before income taxes		29,312,725			25,036,760			4,275,965			17	%
Income tax expense		-			-			-			0	%
Net Income	$	29,312,725		$	25,036,760		$	4,275,965			17	%

●

Interest income increased by approximately $10.9 million, or 31%, during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The increase was driven primarily by an increase in the Prime Rate discussed above, impacting approximately 81.1% of the Company’s loans, which bear a floating rate as of September 30, 2023, compared to 59.7% as of September 30, 2022. Additionally, we recognized approximately $2.0 million of income from fees during the nine months ended September 30, 2023 as compared to $0.6 million for the same period in 2022.

●

Interest expense increased approximately $2.7 million over the comparative period resulting from timing of borrowings and amounts outstanding under the Revolving Loan, but primarily due to the series of Prime Rate increases from 6.25% to 8.50% as of September 30, 2023. Additionally, the Company increased the availability under the Revolving Loan from $65.0 million as of September 30, 2022 to $100.0 million as of September 30, 2023, resulting in an increase to unused fee interest expense (25 basis points of amounts outstanding) over the comparative period.

●

We incurred base management and incentive fees payable to our Manager of approximately $5.5 million for the nine months ended September 30, 2023, as compared to approximately $3.3 million for the nine months ended September 30, 2022, an increase of approximately $2.3 million. The increase was primarily attributable to greater assets under management, which was offset by fewer origination fee offsets in the nine months ended September 30, 2023 of approximately $0.1 million, compared to approximately $1.3 million for the nine months ended September 30, 2022 as well as an increase in weighted average equity as defined by the Management Agreement over the comparable period.

●

General and administrative expenses and professional fees increased by approximately $1.4 million for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The increase was primarily due to an increase in overhead reimbursements for costs incurred by the Manager of $3.5 million for the nine months ended September 30, 2023 compared to $2.1 million for the same period in 2022, offset by a decrease in professional fees of $0.1 million.

●

Stock based compensation increased by $0.6 million for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The increase was driven by the grant of 323,452 restricted stock awards to employees of our Manager during the nine months ended September 30, 2023.

●

Provision for current expected credit losses decreased by 0.2 million in the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to changes in risk ratings from September 30, 2022 to September 30, 2023 which are due to both borrower specific credit changes, and quarterly re-evaluations of overall current macroeconomic conditions affecting our borrowers and the industry. Changes in portfolio risk composition resulting from principal paydowns and new fundings, also contributed to the decrease, with reserves on new 2023 originations representing a smaller portion of the reserve than loans originated in prior years. This is the result of improvement in enterprise valuations of our borrowers, driven by valuation multiples of comparable companies increasing during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022.

The current expected credit loss reserve represents approximately 150 basis points of our aggregate loan commitments held at carrying value of approximately $5.1 million which was bifurcated between (i) the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value of approximately $5.1 million and (ii) a liability for unfunded commitments of $0.1 million. The liability is based on the unfunded portion of loan commitments over the full contractual period over which we are exposed to credit risk through a current obligation to extend credit. Management considered the likelihood that funding will occur, and if funded, the expected credit loss on the funded portion. We continuously evaluate the credit quality of each loan by assessing the risk factors of each loan.

Loan Portfolio

As of September 30, 2023 and December 31, 2022, our portfolio included 27 and 22 loans held for investment, of approximately $338.8 million and $339.3 million at carrying value, respectively, prior to the reserve for current expected credit losses. The aggregate originated commitment under these loans was approximately $355.9 million and $351.4 million and outstanding principal was approximately $341.8 million and $343.0 million as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023 and December 31, 2022, our loan portfolio had a weighted-average yield-to-maturity internal rate of return (“YTM IRR”) of 19.3% and 19.7%, respectively, and was substantially secured by real estate and, with respect to certain of our loans, substantially all assets of the borrowers and certain of their subsidiaries, including equipment, receivables, and licenses. YTM IRR is calculated using various inputs, including (i) cash and paid-in-kind (“PIK”) interest, which is capitalized and added to the outstanding principal balance of the applicable loan, (ii) original issue discount (“OID”), (iii) amortization, (iv) unused fees, and (v) exit fees. Certain of our loans have extension fees, which are not included in our YTM IRR calculations, but may increase YTM IRR if such extension options are exercised by borrowers.

As of September 30, 2023 and December 31, 2022, approximately 81.1% and 83.1%, respectively, of our portfolio was comprised of floating rate loans that pay interest at the Prime Rate plus an applicable margin and were subject to a Prime Rate floor. The Prime Rate was 3.25% for the period from January 1, 2022 through March 16, 2022, increased to 3.50% effective March 17, 2022, increased to 4.00% effective May 5, 2022, increased to 4.75% effective June 16, 2022, increased to 5.50% effective July 28, 2022, increased to 6.25% effective September 22, 2022, increased to 7.00% effective November 3, 2022, increased to 7.50% effective December 15, 2022, increased to 7.75% effective February 2, 2023, increased to 8.00% effective March 23, 2023, increased to 8.25% effective May 4, 2023 and increased again to 8.50% effective July 27, 2023. The below summarizes our portfolio as of September 30, 2023:

Loan	Location(s)	Initial Funding Date (1)	Maturity Date (2)	Total Commitment (3)		Principal Balance		Original Issue (Discount)			Carrying Value			Percent of Our Loan Portfolio			Future Fundings		Interest Rate (4)	Periodic Payment (5)	YTM IRR (6)
1	Various	10/27/2022	10/30/2026	$	30,000,000	$	30,000,000	$	(692,213	)	$	29,307,787			8.7	%		-	P+6.5% Cash (10)	I/O		17.3	%
2	Michigan	1/13/2022	12/31/2024		35,891,668		38,400,627		(101,451	)		38,299,176			11.3	%		-	P+6.65% Cash, 3.25% PIK (16)	P&I		18.0	%
3⁽¹⁷⁾	Various	3/25/2021	11/29/2024		20,105,628		20,524,482		(307,143	)		20,217,339			6.0	%		-	P+10.38% Cash, 2.75% PIK (7)	P&I		23.2	%
4	Arizona	4/19/2021	12/31/2023		14,120,000		14,722,749		-			14,722,749			4.3	%			P+11.75% Cash (14)	I/O		18.1	%
5	Massachusetts	4/19/2021	4/30/2025		3,500,000		3,197,120		-			3,197,120			0.9	%		204,000	P+12.25% Cash (7)	P&I		22.4	%
6	Michigan	8/20/2021	2/20/2024		6,000,000		4,264,421		(1,499	)		4,262,922			1.3	%		1,500,000	P+9% Cash (7)	P&I		20.8	%
7	Illinois, Arizona	8/24/2021	6/30/2025		25,000,000		20,913,172		(150,172	)		20,763,000			6.1	%		-	P+6% Cash, 2% PIK (11)	P&I		18.6	%
8	West Virginia	9/1/2021	9/1/2024		9,500,000		11,086,045		(58,421	)		11,027,624			3.3	%		-	P+9.25% Cash, 2% PIK (15)	P&I		26.1	%
9⁽¹⁸⁾	Pennsylvania	9/3/2021	6/30/2024		15,000,000		16,278,729		-			16,278,729			4.8	%		-	P+10.75% Cash, 3% PIK (7)	P&I		19.3	%
10	Michigan	9/30/2021	9/30/2024		470,411		169,871		-			169,871			0.1	%		-	11% Cash	P&I		21.4	%
11	Maryland	9/30/2021	9/30/2024		32,000,000		33,142,423		(357,973	)		32,784,450			9.7	%		-	P+8.75% Cash, 2% PIK (7)	I/O		22.0	%
12	Various	11/8/2021	10/31/2024		13,574,667		8,710,222		(68,215	)		8,642,007			2.6	%		-	P+9% Cash (12)	P&I		19.8	%
13	Michigan	11/22/2021	11/1/2024		13,100,000		13,004,225		(74,165	)		12,930,060			3.8	%		-	P+6% Cash, 1.5% PIK (11)	I/O		18.9	%
14	Various	12/27/2021	12/27/2026		5,000,000		5,125,000		-			5,125,000			1.5	%		-	P+12.25% Cash, 2.5% PIK (8)	P&I		23.5	%
16	Florida	12/30/2021	12/31/2024		13,000,000		4,887,500		(23,849	)		4,863,651			1.4	%		5,500,000	P+9.25% Cash (7)	I/O		33.6	%
17	Florida	1/18/2022	1/31/2025		15,000,000		15,000,000		(168,338	)		14,831,662			4.4	%		-	P+4.75% Cash (10)	P&I		14.4	%
18	Ohio	2/3/2022	2/28/2025		11,662,050		13,000,915		(112,166	)		12,888,749			3.8	%		-	P+1.75% Cash, 5% PIK(11)	P&I		22.1	%
19	Florida	3/11/2022	8/29/2025		20,000,000		20,537,025		(55,525	)		20,481,500			6.0	%		-	11% Cash, 3% PIK	P&I		15.5	%
20	Missouri	5/9/2022	5/30/2025		17,000,000		17,602,435		(92,534	)		17,509,901			5.2	%		-	11% Cash, 2% PIK	P&I		14.7	%
21	Illinois	7/1/2022	7/29/2026		9,000,000		5,192,975		(62,438	)		5,130,537			1.5	%		4,000,000	P+8.5% Cash, 3% PIK	P&I		25.6	%
22	Maryland	1/24/2023	1/24/2026		11,250,000		10,795,144		(521,647	)		10,273,497			3.0	%		-	P+5.75% Cash, 1.4% PIK (10)	P&I		20.4	%
23	Arizona	3/27/2023	3/31/2026		2,000,000		1,920,000		(41,500	)		1,878,500			0.6	%		-	P+7.5% Cash (13)	P&I		18.9	%
24	Oregon	3/31/2023	9/27/2026		1,000,000		900,000		-			900,000			0.3	%		-	P+10.5% Cash (9)	P&I		21.7	%
25	New York	8/1/2023	6/29/2036		18,746,662		18,417,846		-			18,417,846			5.4	%		-	15% Cash	P&I		16.7	%
26	Connecticut	8/31/2023	2/27/2026		5,450,000		5,450,000		(131,763	)		5,318,237			1.6	%		-	14% Cash	P&I		19.1	%
27	Nebraska	8/15/2023	6/30/2027		6,103,870		6,103,870		-			6,103,870			1.8	%		-	P+8.75% Cash	P&I		19.0	%
28	Ohio	9/13/2023	3/13/2025		2,466,705		2,466,705		-			2,466,705			0.7	%		-	15% Cash	P&I		17.4	%
Current expected credit losses					-		-		-			(5,112,195	)
Total loans held at carrying value					355,941,661		341,813,501		(3,021,012	)		333,680,294			100.0	%		11,204,000		Wtd Average		19.3	%

(1)	All loans originated prior to April 1, 2021 were purchased from affiliated entities at fair value plus accrued interest on or subsequent to April 1, 2021.

(2)	Certain loans are subject to contractual extension options and may be subject to performance based on 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 a contractual prepayment penalty. The Company may also extend contractual maturities and amend other terms of the loans in connection with loan modifications.

(3)	Total Commitment excludes future amounts to be advanced at sole discretion of the lender and reflects receipt of scheduled amortization payments as of September 30, 2023.

(4)	“P” = prime rate and depicts floating rate loans that pay interest at the prime rate plus a specific percentage; “PIK” = paid-in-kind interest; subtotal represents weighted average interest rate.

(5)	P&I = principal and interest. I/O = interest only. P&I loans may include interest only periods for a portion of the loan term.

(6)	Estimated YTM includes a variety of fees and features that affect the total yield, which may include, but is not limited to, OID, exit fees, prepayment fees, unused fees and contingent features. OID is recognized as a discount to the funded loan principal and is accreted to income over the term of the loan. The estimated YTM calculations require management to make estimates and assumptions, including, but not limited to, the timing and amounts of loan draws on delayed draw loans, the timing and collectability of exit fees, the probability and timing of prepayments and the probability of contingent features occurring. For example, certain credit agreements contain provisions pursuant to which certain PIK interest rates and fees earned by us under such credit agreements will decrease upon the satisfaction of certain specified criteria which we believe may improve the risk profile of the applicable borrower. To be conservative, we have not assumed any prepayment penalties or early payoffs in our estimated YTM calculation. Estimated YTM is based on current management estimates and assumptions, which may change. Actual results could differ from those estimates and assumptions.

(7)	This Loan is subject to a prime rate floor of 3.25%

(8)	This Loan is subject to a prime rate floor of 4.75%

(9)	This Loan is subject to a prime rate floor of 5.50%

(10)	This Loan is subject to a prime rate floor of 6.25%

(11)	This Loan is subject to a prime rate floor of 7.00%

(12)	This Loan is subject to a prime rate floor of 7.50%

(13)	This Loan is subject to a prime rate floor of 8.00%

(14)	This Loan is subject to a prime rate floor of 8.25%

(15)	This Loan is subject to a prime rate floor of 4.00%

(16)	This Loan is subject to a prime rate cap of 5.85%

(17)	The aggregate loan commitment to Loan #3 includes a $15.9 million initial commitment which has a base interest rate of 13.625%, 2.75% PIK and a second commitment of $4.2 million which has an interest rate of 15.00%, 2.00% PIK. The statistics presented reflect the weighted average of the terms under all advances for the total aggregate loan commitment.

(18)	As of May 1, 2023, Loan #9 was placed on non-accrual status and continues to be on non-accrual as of September 30, 2023. Loan #9 is included on the consolidated balance sheet as a loan held for investment – related party (Note 7).

The following tables summarize our loans held for investment as of September 30, 2023 and December 31, 2022:

	As of September 30, 2023
	Outstanding Principal (1)		Original Issue Discount			Carrying Value (1)			Weighted Average Remaining Life (Years) (2)
Senior Term Loans	$	341,813,501	$	(3,021,012	)	$	338,792,489			2.2
Current expected credit loss reserve		-		-			(5,112,195	)
Total loans held at carrying value, net	$	341,813,501	$	(3,021,012	)	$	333,680,294

	As of December 31, 2022
	Outstanding Principal (1)		Original Issue Discount			Carrying Value (1)			Weighted Average Remaining Life (Years) (2)
Senior Term Loans	$	343,029,334	$	(3,755,796	)	$	339,273,538			2.2
Current expected credit loss reserve		-		-			(3,940,939	)
Total loans held at carrying value, net	$	343,029,334	$	(3,755,796	)	$	335,332,599

(1)

The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted original issue discount, deferred loan fees and other upfront fees. Outstanding principal balance includes capitalized PIK interest, if applicable.

(2)

Weighted average remaining life is calculated based on the carrying value of the loans as of September 30, 2023 and December 31, 2022, respectively.

The following tables present changes in loans held for investment at carrying value as of and for the nine months ended September 30, 2023 and 2022:

	Principal (1)			Original Issue Discount			Current Expected Credit Loss Reserve			Carrying Value (1)
Balance at December 31, 2022	$	343,029,334		$	(3,755,796	)	$	(3,940,939	)	$	335,332,599
New fundings		68,677,238			(1,254,590	)		-			67,422,648
Principal repayment of loans		(62,837,108	)		-			-			(62,837,108	)
Accretion of original issue discount		-			1,989,374			-			1,989,374
Sale of loan (2)		(13,399,712	)		-			-			(13,399,712	)
PIK Interest		6,343,749			-			-			6,343,749
Current expected credit loss reserve		-			-			(1,171,256	)		(1,171,256	)
Balance at September 30, 2023	$	341,813,501		$	(3,021,012	)	$	(5,112,195	)	$	333,680,294

(1)

(2)

	Principal (1)			Original Issue Discount			Current Expected Credit Loss Reserve			Carrying Value (1)
Balance at December 31, 2021	$	200,632,056		$	(3,647,490	)	$	(134,542	)	$	196,850,024
New fundings		143,624,312			(2,180,593	)		-			141,443,719
Principal repayment of loans		(6,892,654	)		-			-			(6,892,654	)
Accretion of original issue discount		-			2,139,972			-			2,139,972
Sale of loans		(6,957,500	)		260,723			-			(6,696,777	)
PIK Interest		4,096,721			-			-			4,096,721
Current expected credit loss reserve		-			-			(1,363,391	)		(1,363,391	)
Balance at September 30, 2022	$	334,502,935		$	(3,427,388	)	$	(1,497,933	)	$	329,577,614

(1)	The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted original issue discount, deferred loan fees and loan origination costs. Outstanding principal balance includes capitalized PIK interest, if applicable.

We may make modifications to loans, including loans that are in default. Loan terms that may be modified include interest rates, required prepayments, maturity dates, covenants, principal amounts and other loan terms. The terms and conditions of each modification vary based on individual circumstances and will be determined on a case by case basis. Our Manager monitors and evaluates each of our loans held for investment and has maintained regular communications with borrowers regarding potential impacts on our loans.

Non-GAAP Measures and Key Financial Measures and Indicators

As a commercial mortgage real estate investment trust, 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.

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. Each of Distributable Earnings and Adjusted Distributable Earnings is a measure that is not prepared in accordance with GAAP. 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; 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 authorizing dividends and, while not a direct measure of net taxable income, over time, the measure can be considered a useful indicator of our dividends.

Distributable Earnings and Adjusted Distributable Earnings 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 (in thousands, except per share data):

	For the three months ended			For the three months ended		For the nine months ended			For the nine months ended
	September 30, 2023			September 30, 2022		September 30, 2023			September 30, 2022
Net Income	$	9,976,998		$	9,768,969	$	29,312,725		$	25,036,760
Adjustments to net income
Non-cash stock compensation expense		540,426			84,891		942,605			328,356
Depreciation and amortization		146,676			138,549		405,778			379,644
(Reversal)/provision for current expected credit losses		(41,351	)		306,885		1,193,880			1,403,892
Change in unrealized (gain) on debt securities, at fair value		(85,567	)		-		(112,767	)		-
Distributable Earnings	$	10,537,182		$	10,299,294	$	31,742,221		$	27,148,652
Adjustments to Distributable Earnings		-			-		-			-
Adjusted Distributable Earnings		10,537,182			10,299,294		31,742,221			27,148,652
Basic weighted average shares of common stock outstanding (in shares)		18,175,467			17,657,913		18,052,293			17,652,367
Adjusted Distributable Earnings per Weighted Average Share	$	0.58		$	0.58	$	1.76		$	1.54
Diluted weighted average shares of common stock outstanding (in shares)		18,562,930			17,752,290		18,269,171			17,747,612
Adjusted Distributable Earnings per Weighted Average Share	$	0.57		$	0.58	$	1.74		$	1.53

Book Value Per Share

The book value per share of our common stock as of September 30, 2023 and December 31, 2022 was approximately $15.17 and $14.86, respectively.

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 invest in loans, 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 financing sources, the net proceeds of future offerings of equity or debt securities, payments of principal and interest we receive on our portfolio of assets and cash generated from our operating results. On a long-term basis, 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. 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. In the short-term, we expect the principal amount of the loans we originate to increase and that we will need to raise additional equity and/or debt financing to increase our liquidity. We expect to achieve this through recycling capital from loan paydowns, repayments, and sales of common stock related to our shelf registration statement.

As of September 30, 2023 and December 31, 2022, all of our cash was unrestricted and totaled approximately $8.7 million and $5.7 million, respectively. We believe that our cash on hand, capacity available under our Revolving Loan, and cash flows from operations for the next twelve months will be sufficient to satisfy the operating requirements of our business through at least the next twelve months. The sources of financing for our target investments are described below.

Credit Facility

Capital Markets

We may seek to raise further equity capital and issue debt securities in order to fund our future investments in loans. Our Shelf Registration Statement became effective on January 19, 2023, allowing us to sell, from time to time in one or more offerings, up to $500 million of our securities, including common stock, preferred stock, debt securities, warrants and rights (including as part of a unit) to purchase shares of our common stock, preferred stock, or debt securities. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. We may also access liquidity through our ATM Program, which was established in June 2023, pursuant to which we may sell, from time to time, up to $75.0 million of our common stock.

Cash Flows

The following table sets forth changes in cash and cash equivalents for the nine months ended September 30, 2023 and 2022, respectively:

	For the nine months ended September 30, 2023			For the nine months ended September 30, 2022

Net income	$	29,312,725		$	25,036,760
Adjustments to reconcile net income to net cash provided by/(used in) operating activities and changes in operating assets and liabilities		(16,399,989	)		(12,658,931	)
Net cash provided by operating activities		12,912,736			12,377,829
Net cash provided by/(used in) investing activities		8,814,172			(120,724,572	)
Net cash (used in)/provided by financing activities		(18,740,578	)		37,429,747
Net increase (decrease) in cash and cash equivalents	$	2,986,330		$	(70,916,996	)

Net Cash Provided by Operating Activities

For the nine months ended September 30, 2023 and 2022, we reported “Net cash provided by operating activities” of approximately $12.9 million and $12.4 million, respectively. Net cash provided by operating activities increased approximately $0.5 million, primarily attributable to an increase in net income over the comparable period of $4.3 million, a change in the interest reserve for applied interest payments of approximately $8.6 million, a decrease in provision for current expected credit losses of approximately $0.2 million, and a decrease in accounts payable and accrued expenses of approximately $0.4 million. These changes were offset by the purchase of $3.4 million of debt securities, at fair value, an increase in PIK interest of approximately $2.2 million, an increase in interest receivable of approximately $0.5 million, an increase in related party net receivable of approximately $3.0 million, an increase in management and incentive fees payable of approximately $2.2 million, an increase in stock based compensation of approximately $0.6 million, and $0.1 million in unrealized gain relating to the purchase of debt securities, at fair value, over the comparable period.

Net Cash Provided by/(Used in) Investing Activities

For the nine months ended September 30, 2023 and 2022, we reported “Net cash provided by/(used in) investing activities” of approximately $8.8 million and ($120.7) million, respectively.

For the nine months ended September 30, 2023, cash outflows primarily related to $67.4 million used for the origination and funding of loans held for investment, partially offset by $13.4 million received from the sales of loans and $62.8 million of cash received from the principal repayment of loans held for investment.

For the nine months ended September 30, 2022, cash outflows primarily related to $134.3 million used for the origination and funding of loans held for investment, partially offset by $6.7 million of cash received from the sales of loans and approximately $6.9 million of cash received from the principal repayment of loans held for investment.

Net Cash (Used in)/Provided by Financing Activities

For the nine months ended September 30, 2023 and 2022, we reported “Net cash (used in)/provided by financing activities” of approximately ($18.7) million and $37.4 million, respectively.

For the nine months ended September 30, 2023, cash inflows of approximately $7.2 million related to proceeds received from sales of our common stock through the registered direct offering and ATM offering of $6.0 million and $1.2 million, respectively. Additionally, we had cash inflows related to draw downs on our Revolving Loan of $64 million, which were offset by $59.0 million in repayments on our Revolving Loan, approximately $30.6 million in dividends paid, approximately $0.1 million in debt issuance costs paid, and approximately $0.3 million in offering costs paid associated with the registered direct offering and ATM offering.

For the nine months ended September 30, 2022, cash inflows primarily related to approximately $4.5 million received from the underwriters’ partial exercise of their over-allotment option in connection with our initial public offering and $53.0 million related to draw downs on our Revolving Loan, offset by approximately $19.9 million in dividends paid, and approximately $0.2 million in debt issuance costs and offering costs paid in connection with our Revolving Loan and initial public offering.

Leverage Policies

Although we are not required to maintain any particular leverage ratio, we expect to employ prudent amounts of leverage and, when appropriate, to use debt as a means of providing additional funds for the acquisition of loans, to refinance existing debt or for general corporate purposes. Leverage is primarily used to provide capital for forward commitments until additional equity is raised or additional medium- to long-term financing is arranged. This policy is subject to change by management and our Board.

Dividends

We have elected to be taxed as a REIT for United States federal income tax purposes and, as such, anticipate annually distributing to our stockholders at least 90% of our REIT taxable income, prior to the deduction for dividends paid and 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 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 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.

The following table summarizes the Company’s dividends declared during the nine months ended September 30, 2023 and 2022, respectively.

	Record Date	Payment Date	Common Share Distribution Amount		Taxable Ordinary Income		Return of Capital		Section 199A Dividends
Regular cash dividend	3/31/2023	4/14/2023	$	0.47	$	0.47	$	-	$	0.47
Regular cash dividend	6/30/2023	7/14/2023	$	0.47	$	0.47	$	-	$	0.47
Regular cash dividend	9/29/2023	10/13/2023	$	0.47	$	0.47	$	-	$	0.47
Total cash dividend			$	1.41	$	1.41	$	-	$	1.41

	Record Date	Payment Date	Common Share Distribution Amount		Taxable Ordinary Income		Return of Capital		Section 199A Dividends
Regular cash dividend	3/31/2022	4/14/2022	$	0.40	$	0.40	$	-	$	0.40
Regular cash dividend	6/30/2022	7/15/2022	$	0.47	$	0.47	$	-	$	0.47
Regular cash dividend	9/30/2022	10/14/2022	$	0.47	$	0.47	$	-	$	0.47
Total cash dividend			$	1.34	$	1.34	$	-	$	1.34

CECL Reserve

In accordance with ASC 326, we record allowances for our loans held for investment. The allowances are deducted from the gross carrying amount of the assets to present the net carrying value of the amounts expected to be collected on such assets. The Company estimates its CECL Reserve using among other inputs, third-party valuations, and a third-party probability-weighted model that considers the likelihood of default and expected loss given default for each individual loan based on the risk profile for approximately three years after which we immediately revert to use of historical loss data.

ASC 326 requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. We consider multiple datapoints and methodologies that may include likelihood of default and expected loss given default for each individual loans, valuations derived from discounted cash flows (“DCF”), and other inputs including the risk rating of the loan, how recently the loan was originated compared to the measurement date, and expected prepayment, if applicable. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, and off-balance sheet credit exposures such as unfunded loan commitments.

We evaluate our loans on a collective (pool) basis by aggregating on the basis of similar risk characteristics as explained above. We make the judgment that loans to cannabis-related borrowers that are fully collateralized by real estate exhibit similar risk characteristics and are evaluated as a pool. Further, loans that have no real estate collateral, but are secured by other forms of collateral, including equity pledges of the borrower, and otherwise have similar characteristics as those collateralized by real estate are evaluated as a pool. All other loans are analyzed individually, either because they operate in a different industry, may have a different risk profile, or have maturities that extend beyond the forecast horizon for which we are able to derive reasonable and supportable forecasts.

Estimating the CECL Reserve also requires significant judgment with respect to various factors, including (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 our loan portfolio, and (iv) our current and future view of the macroeconomic environment. From time to time, we may consider loan-specific qualitative factors on certain loans to estimate our 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 we have deemed the borrower/sponsor to be experiencing financial difficulty, we 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 CECL Reserve.

To estimate the historic loan losses relevant to our portfolio, we evaluate our historical loan performance, which includes zero realized loan losses since our inception of operations. Additionally, we analyzed our repayment history, noting we have limited “true” operating history, since the incorporation date of March 30, 2021. However, our Sponsor has had operations for the past two fiscal years and has made investments in similar loans that have similar characteristics, including interest rate, collateral coverage, guarantees, and prepayment/make whole provisions, which fall into the pools identified above. Given the similarity of the structuring of the credit agreements for the loans in our portfolio, management considered it appropriate to consider the past repayment history of loans originated by the Sponsor in determining the extent to which we should record a CECL Reserve.

In addition, we review each loan on a quarterly basis and evaluate the borrower’s ability to pay the monthly interest and principal, if required, as well as the loan-to-value (LTV) ratio. In considering the potential current expected credit loss, the Manager primarily considers significant inputs to our forecasting methods, which include (i) key loan-specific inputs such as the value of the real estate collateral, liens on equity (including the equity in the entity that holds the state-issued license to cultivate, process, distribute, or retail cannabis), presence of personal or corporate guarantees, among other credit enhancements, LTV ratio, ratio type (fixed or floating) and IRR, loan-term, geographic location, and expected timing and amount of future loan fundings, (ii) performance against the underwritten business plan and our internal loan risk rating and (iii) a macro-economic forecast. Estimating the enterprise value of our borrowers in order to calculate LTV ratios is often a significant estimate. We rely primarily on comparable transactions to estimate enterprise value of our portfolio companies and supplement such analysis with a multiple-based approach to enterprise value to revenue multiples of publicly-traded comparable companies obtained from S&P Capital IQ as of the quarter end, to which we apply a private company discount based on our current borrower profile. These estimates may change in future periods based on available future macro-economic data and might result in a material change in our future estimates of expected credit losses for our loan portfolio.

Regarding real estate collateral, we generally cannot take the position of mortgagee-in-possession as long as the property is used by a cannabis operator, but we can request that the court appoint a receiver to manage and operate the subject real property until the foreclosure proceedings are completed. Additionally, while we cannot foreclose under state Uniform Commercial Code (“UCC”) and take title or sell equity in a licensed cannabis business, a potential purchaser of a delinquent or defaulted loan could.

In order to estimate the future expected loan losses relevant to our portfolio, we utilize historical market loan loss data obtained from a third-party database for commercial real estate loans, which we believe is a reasonably comparable and available data set to use as an input for our type of loans. We expect this dataset to be representative for future credit losses whilst considering that the cannabis industry is maturing, and consumer adoption, demand for production, and retail capacity are increasing akin to commercial real estate over time. For periods beyond the reasonable and supportable forecast period, we revert back to historical loss data.

All of the above assumptions, although made with the most available information at the time of the estimate, are subjective and actual activity may not follow the estimated schedule. These assumptions impact the future balances that the loss rate will be applied to and as such impact our CECL Reserve. As we acquire new loans and our Manager monitors loan and borrower performance, these estimates will be revised each period.

Risk Ratings

We assess the risk factors of each loan, and assigns a risk rating based on a variety of factors, including, without limitation, payment history, real estate collateral coverage, property type, geographic and local market dynamics, financial performance, enterprise value of the portfolio company, loan structure and exit strategy, and project sponsorship. This review is performed quarterly. Based on a 5-point scale, our loans are rated “1” through “5,” from less risk to greater risk, which ratings are defined as follows:

Rating		Definition
1		Very low risk
2		Low risk
3		Moderate/average risk
4		High risk/potential for loss: a loan that has a risk of realizing a principal loss
5		Impaired/loss likely: a loan that has a high risk of realizing principal loss, has incurred principal loss or an impairment has been recorded

The risk ratings are primarily based on historical data and current conditions specific to each portfolio company, as well as consideration of future economic conditions and each borrower’s estimated ability to meet debt service requirements. The risk ratings shown in the following table as of September 30, 2023 and December 31, 2022 consider borrower specific credit history and performance and quarterly re-evaluation of overall current macroeconomic conditions affecting the borrowers. As interest rates have increased due to rising rates from the Federal Reserve Board, it has impacted borrowers’ ability to service their debt obligations on a global scale. Changes in risk ratings had an effect on the level of the current expected credit loss reserve though, other than the one loan placed on non-accrual status, the loans continued to perform as expected. For approximately 74.3% of the portfolio, the fair value of the underlying real estate collateral exceeded the amounts outstanding under the loans as of September 30, 2023. The remaining approximately 25.7% of the portfolio, while not fully collateralized by real estate, may be partially collateralized by real estate and was secured by other forms of collateral including equipment, receivables, licenses and/or other assets of the borrowers to the extent permitted by applicable laws and regulations governing such borrowers.

As of September 30, 2023 and December 31, 2022, the carrying value, excluding the CECL Reserve, of the Company’s loans within each risk rating by year of origination is as follows:

	As of September 30, 2023⁽¹⁾⁽²⁾												As of December 31, 2022⁽¹⁾
Risk Rating	2023		2022		2021		2020		2019		Total		2022		2021		2020		2019		Total
1	$	10,273,497	$	37,991,401	$	169,871	$	-	$	-	$	48,434,769	$	-	$	274,406	$	-	$	-	$274,406
2		26,514,583		112,727,913		36,509,859		-		-		175,752,355		94,467,449		88,444,868		29,140,546		-	212,052,863
3		8,570,575		5,130,537		58,875,151		-		-		72,576,263		30,415,113		83,131,444		-		-	113,546,557
4		-		-		42,029,102		-		-		42,029,102		-		13,399,712		-		-	13,399,712
5		-		-				-		-		-		-		-		-		-	-
Total	$	45,358,655	$	155,849,851	$	137,583,983	$	-	$	-	$	338,792,489	$	124,882,562	$	185,250,430	$	29,140,546	$	-	$339,273,538

(1)	Amounts are presented by loan origination year with subsequent advances shown in the original year of origination.

(2)	Loan #9 placed on non-accrual status is included in risk rating category “4”.

Accounting Policies and Estimates

As of September 30, 2023, there were no significant changes in the application of our accounting policies or estimates from those presented in our annual report on Form 10-K. Refer to Note 2 to our consolidated financial statements for the nine months ended September 30, 2023, titled “Significant Accounting Policies” for information on recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily relate to fluctuations in interest rates. Our loans are typically valued using a yield analysis, which is typically performed for performing loans to borrowers. Changes in market yields may change the fair value of certain of our loans. Generally, an increase in market yields may result in a decrease in the fair value of certain of our loans, however this is mitigated to the extent our loans bear interest at a floating rate. As of September 30, 2023, we had 21 floating-rate loans, representing approximately 81.1% of our loan portfolio based on aggregate outstanding principal balances, subject to a Prime Rate floor. We estimate that a hypothetical 100 basis points increase in the Prime Rate would result in an increase in annual cash interest income, excluding the effects of PIK interest, of approximately $2.8 million and a 100 basis points decrease in the Prime Rate would result in a decrease in annual interest income of approximately $(2.8) million. Our loans generally have a Prime Rate floor established at the prevailing Prime Rate at the time of origination. Refer to Note 3 for Prime Rate floor by loan.

In addition, our Revolving Loan is exposed to similar market risks. Changes in market rates may change the fair value of our Revolving Loan as our loan bears interest at the greater of (1) the Prime Rate plus the applicable margin and (2) 3.25%. As of September 30, 2023, we had an outstanding balance of $63.0 million under the Revolving Loan. Based on our outstanding balance as of September 30, 2023, we estimate that a hypothetical 100 basis points increase in the Prime Rate would result in an increase in annual cash interest expense, excluding unused fees, of approximately $0.6 million and a 100 basis points decrease in the Prime Rate would result in a decrease in annual interest expense of approximately $0.6 million.

Changes in Market Interest Rates and Effect on Net Interest Income

Risk Management

To the extent consistent with maintaining our REIT qualification and our exemption from registration under the Investment Company Act, we seek to manage risk exposure by closely monitoring our portfolio and actively managing the financing, interest rate, credit, prepayment and convexity (a measure of the sensitivity of the duration of a loan to changes in interest rates) risks associated with holding our portfolio of loans. Generally, with the guidance and experience of our Manager:

●

we manage our portfolio through an interactive process with our Manager and service our self-originated loans through our Manager’s servicer;

●

we invest in a mix of floating-rate and fixed-rate loans to mitigate the interest rate risk associated with the financing of our portfolio;

●

we actively employ portfolio-wide and asset-specific risk measurement and management processes in our daily operations, including utilizing our Manager’s risk management tools such as software and services licensed or purchased from third-parties and proprietary analytical methods developed by our Manager; and

●

we seek to manage credit risk through our due diligence process prior to origination or acquisition and through the use of non-recourse financing, when and where available and appropriate. In addition, with respect to any particular target investment, prior to origination or acquisition our Manager’s investment team evaluates, among other things, relative valuation, comparable company analysis, supply and demand trends, shape-of-yield curves, delinquency and default rates, recovery of various sectors and vintage of collateral.

Market Conditions

We provide loans to established companies operating in the cannabis industry which involves significant risks, including the risk of strict enforcement against our borrowers of the federal illegality of cannabis, our borrowers’ inability to renew or otherwise maintain their licenses or other requisite authorizations for their cannabis operations, and such loans lack of liquidity, and we could lose all or part of any of our loans.

We believe that favorable market conditions, including an imbalance in supply and demand of credit to cannabis operating companies, have provided attractive opportunities for non-bank lenders, such as us, to finance commercial real estate loans and other loans that exhibit strong fundamentals but also require more customized financing structures and loan products than regulated financial institutions can presently provide. Additionally, to the extent that additional states legalize cannabis, our addressable market will increase. While we intend to continue capitalizing on these opportunities and growing the size of our portfolio, we are aware that the competition for the capital we provide is increasing.

Our ability to grow or maintain our business depends on state laws pertaining to the cannabis industry. New laws that are adverse to our borrowers may be enacted, and current favorable state or national laws or enforcement guidelines relating to cultivation, production and distribution of cannabis may be modified or eliminated in the future, which would impede our ability to grow and could materially adversely affect our business.

Management’s plan to mitigate risks include monitoring the legal landscape as deemed appropriate. Also, should a loan default or otherwise be seized, we may be prohibited from owning cannabis assets and thus could not take possession of collateral, in which case we would look to sell the loan, which could result in us realizing a loss on the transaction.

While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain loans, particularly those not fully collateralized by real estate. In order to mitigate that risk, our loans are generally collateralized by other assets, such as equipment, receivables, licenses or other assets of the borrowers to the extent permitted by applicable laws and regulations. In addition, we seek to impose strict loan covenants and seek personal or corporate guarantees for additional protection. As of September 30, 2023, 74% of our portfolio is fully secured by real estate. Our portfolio on average had real estate collateral coverage of 1.5x as of September 30, 2023, and all of our loans are secured by equity pledges of the borrower and all asset liens. As of September 30, 2022, 96% of our portfolio was fully secured by real estate and 4% had limited or no real estate collateral. Our portfolio on average had real estate collateral coverage of 1.9x as of September 30, 2022 and all of our loans were secured by equity pledges of the borrower and all asset liens.

Credit Risk

We are subject to varying degrees of credit risk in connection with our loans and interest receivable. Our Manager seeks to mitigate this risk by seeking to originate loans, and may in the future acquire loans, of higher quality at appropriate prices given anticipated and unanticipated losses, by employing a comprehensive review and selection process and by proactively monitoring originated and acquired loans. Nevertheless, unanticipated credit losses could occur that could adversely impact our operating results. For additional information regarding the credit risk associated with our loans and interest receivables, see “Risk Factors- Loans to relatively new and/or small companies and companies operating in the cannabis industry generally involve significant risks” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Our Manager or affiliates of our Manager have originated all of our loans and intend to continue to originate our loans, but we may in the future also acquire loans from time to time. Our Investment Guidelines are not subject to any limits or proportions with respect to the mix of target investments that we make or that we may in the future acquire other than as necessary to maintain our exemption from registration under the Investment Company Act and our qualification as a REIT. Our investment decisions will depend on prevailing market conditions and may change over time in response to opportunities available in different interest rate, economic and credit environments. As a result, we cannot predict the percentage of our capital that will be invested in any individual target investment at any given time.

Our loan portfolio as of September 30, 2023 and December 31, 2022, was concentrated with the top three borrowers representing approximately 29.7% and 29.4% of principal outstanding and approximately 27.5% and 27.9% of the total commitments, respectively. As of and for the nine months ended September 30, 2023 and 2022, the top three borrowers represented approximately 28.7% and 28.8% of the total interest income, respectively. The largest loan represented approximately 11.2% and 10.9% of principal outstanding and approximately 10.1% and 10.2% of the total commitments as of September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023 and December 31, 2022, our borrowers have operations in the jurisdiction noted within the table below based on real estate collateral location or principal place of business:

	As of September 30, 2023
Jurisdiction	Outstanding Principal		Percentage of Loan Portfolio
Maryland		64,401,925		19	%
Michigan		55,839,144		16	%
Florida		48,928,269		14	%
Illinois		24,758,610		7	%
Arizona		24,116,589		7	%
Pennsylvania		21,817,641		6	%
Ohio		20,122,745		6	%
New York		18,417,846		6	%
Missouri		17,602,435		5	%
West Virginia		17,758,874		5	%
Massachusetts		9,538,894		3	%
Nebraska		6,103,870		2	%
Connecticut		5,450,000		2	%
Nevada		6,056,659		2	%
Oregon		900,000		0	%
		341,813,501		100	%

	As of December 31, 2022
Jurisdiction	Outstanding Principal		Percentage of Loan Portfolio
Maryland		53,394,180		16	%
Michigan		58,823,506		17	%
Florida		51,421,128		15	%
Illinois		30,302,490		9	%
Arizona		19,266,104		6	%
Pennsylvania		34,606,585		10	%
Ohio		45,116,990		13	%
New York		-		0	%
Missouri		17,337,220		5	%
West Virginia		11,640,004		3	%
Massachusetts		15,031,751		4	%
Nebraska		-		0	%
Connecticut		-		0	%
Nevada		6,089,376		2	%
Oregon		-		0	%
		343,029,334		100	%

Real Estate Risk

Commercial real estate loans are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loan or loans, as the case may be, which could also cause us to suffer losses.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the forms and rules of the SEC and that such information is accumulated and communicated to management, including the CEO and Interim CFO, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In connection with the preparation of this quarterly report on Form 10-Q, our management, including the CEO and Interim CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based on that evaluation, our CEO and Interim CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2023 to ensure that (a) information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the forms and rules of the SEC and (b) such information is accumulated and communicated to management, including the CEO and Interim CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2023 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, we may be subject to various legal proceedings from time to time. We are not party to any material pending legal proceedings required to be disclosed pursuant to Item 103 of Regulation S-K.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition and/or results of operations. Except to the extent updated below or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors, there have been no material changes to the risk factors described in the “Risk Factors” sections in our Annual Report on Form 10-K for the year ended December 31, 2022. The risks described in our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations.

Recent macroeconomic trends, including inflation and rising interest rates, may adversely affect our business, financial condition and results of operations.

During the nine months ended September 30, 2023, inflation in the United States has remained at an elevated level and may remain at an elevated level in the near-term. Rising inflation could have an adverse impact on any variable rate debt we may incur in the future, and our general and administrative expenses, as these costs could increase at a rate higher than our interest income and other revenue. The Federal Reserve has raised interest rates multiple times since March 2022 to combat inflation and restore price stability and rates may continue to rise throughout the remainder of 2023. To the extent our borrowing costs increase faster than the interest income earned from our floating-rate loans, such increases may adversely affect our cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None of the Company’s officers or directors have adopted, modified or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933) for the three months ended September 30, 2023.

Item 6. Exhibits

Exhibit No.		Description of Exhibits
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Interim Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.

Dated: November 8, 2023	By:	/s/ Anthony Cappell
		Anthony Cappell
		Chief Executive Officer
		(Principal Executive Officer)

Dated: November 8, 2023	By:	/s/ Phillip Silverman
		Phillip Silverman
		Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)