Advanced Flower Capital Inc. 10-Q

Item 1. Financial Statements AFC GAMMA, INC. CONSOLIDATED BALANCE SHEETS As of March 31, 2024 December 31, 2023 (unaudited) Assets Loans held for investment at fair value (cost of $ 68,514,273 and $ 71,644,003 at March 31, 2024 and December 31, 2023, respectively, net) $ 54,977,282 $ 61,720,705 Loans held for investment at carrying value, net 357,852,467 301,265,398 Loan receivable held at carrying value, net 2,040,058 2,040,058 Current expected credit loss reserve ( 31,347,462 ) ( 26,309,450 ) Loans held for investment at carrying value and loan receivable held at carrying value, net of current expected credit loss reserve 328,545,063 276,996,006 Cash and cash equivalents 82,298,440 121,626,453 Accounts receivable 5,690,097 1,837,450 Interest receivable 4,362,274 3,715,995 Prepaid expenses and other assets 532,829 688,446 Total assets $ 476,405,985 $ 466,585,055 Liabilities Accrued interest $ 2,201,888 $ 894,000 Due to affiliate 19,765 16,437 Dividends payable 9,920,205 9,819,695 Current expected credit loss reserve 9,135 115,473 Accrued management and incentive fees 3,462,762 3,471,726 Accrued direct administrative expenses 962,721 1,486,256 Accounts payable and other liabilities 1,045,243 714,685 Senior notes payable, net 88,163,140 88,014,558 Line of credit payable, net 60,000,000 42,000,000 Total liabilities 165,784,859 146,532,830 Commitments and contingencies (Note 10) Shareholders’ equity Preferred stock, par value $ 0.01 per share, 10,000 shares authorized at March 31, 2024 and December 31, 2023 and 125 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 1 1 Common stock, par value $ 0.01 per share, 50,000,000 shares authorized at March 31, 2024 and December 31, 2023 and 20,667,094 and 20,457,697 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 206,671 204,577 Additional paid-in capital 350,347,018 349,805,890 Accumulated (deficit) earnings ( 39,932,564 ) ( 29,958,243 ) Total shareholders’ equity 310,621,126 320,052,225 Total liabilities and shareholders’ equity $ 476,405,985 $ 466,585,055 See accompanying notes to the consolidated financial statements 1 Index AFC GAMMA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three months ended March 31, 2024 2023 Revenue Interest income $ 16,361,060 $ 18,500,486 Interest expense ( 1,603,163 ) ( 1,668,160 ) Net interest income 14,757,897 16,832,326 Expenses Management and incentive fees, net (less rebate of $ 374,803 and $ 478,645 , respectively) 3,462,762 3,704,219 General and administrative expenses 1,052,396 2,006,135 Stock-based compensation 543,222 280,578 Professional fees 956,568 420,898 Total expenses 6,014,948 6,411,830 Provision for current expected credit losses ( 4,931,674 ) ( 702,426 ) Realized gains (losses) on investments, net ( 93,338 ) ( 26,384 ) Gain (loss) on extinguishment of debt — 1,986,381 Change in unrealized gains (losses) on loans at fair value, net ( 3,613,693 ) ( 1,477,691 ) Net income before income taxes 104,244 10,200,376 Income tax expense 158,360 175,102 Net (loss) income $ ( 54,116 ) $ 10,025,274 Earnings per common share: Basic (loss) earnings per common share (in dollars per share) $ ( 0.01 ) $ 0.49 Diluted (loss) earnings per common share (in dollars per share) $ ( 0.01 ) $ 0.49 Weighted average number of common shares outstanding: Basic weighted average shares of common stock outstanding (in shares) 20,393,875 20,303,797 Diluted weighted average shares of common stock outstanding (in shares) 20,405,187 20,489,163 See accompanying notes to the consolidated financial statements 2 Index AFC GAMMA, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited) Three months ended March 31, 2024 Preferred Stock Common Stock Additional Paid-In Capital Accumulated Earnings (Deficit) Total Shareholders’ Equity Shares Amount Balance at December 31, 2023 $ 1 20,457,697 $ 204,577 $ 349,805,890 $ ( 29,958,243 ) $ 320,052,225 Stock-based compensation — 209,397 2,094 541,128 — 543,222 Dividends declared on common shares ($ 0.48 per share) — — — — ( 9,920,205 ) ( 9,920,205 ) Net (loss) — — — — ( 54,116 ) ( 54,116 ) Balance at March 31, 2024 $ 1 20,667,094 $ 206,671 $ 350,347,018 $ ( 39,932,564 ) $ 310,621,126 Three months ended March 31, 2023 Preferred Stock Common Stock Additional Paid-In Capital Accumulated Earnings (Deficit) Total Shareholders’ Equity Shares Amount Balance at December 31, 2022 $ 1 20,364,000 $ 203,640 $ 348,817,914 $ ( 9,962,186 ) $ 339,059,369 Stock-based compensation — 125,234 1,252 267,406 — 268,658 Dividends declared on common shares ($ 0.56 per share) — — — — ( 11,473,971 ) ( 11,473,971 ) Net income — — — — 10,025,274 10,025,274 Balance at March 31, 2023 $ 1 20,489,234 $ 204,892 $ 349,085,320 $ ( 11,410,883 ) $ 337,879,330 See accompanying notes to the consolidated financial statements 3 Index AFC GAMMA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Three months ended March 31, 2024 2023 Operating activities: Net (loss) income $ ( 54,116 ) $ 10,025,274 Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Provision for current expected credit losses 4,931,674 702,426 Realized (gains) losses on investments, net 93,338 26,384 (Gain) loss on extinguishment of debt — ( 1,986,381 ) Change in unrealized (gains) losses on loans at fair value, net 3,613,693 1,477,691 Accretion of deferred loan original issue discount and other discounts ( 1,927,782 ) ( 1,236,946 ) Amortization of deferred financing costs - revolving credit facility 95,944 39,258 Amortization of deferred financing costs - senior notes 157,332 157,652 Stock-based compensation 543,222 268,658 Payment-in-kind interest ( 1,600,987 ) ( 4,503,746 ) Changes in operating assets and liabilities Accounts receivable 55 — Interest receivable ( 640,023 ) 1,409,750 Prepaid expenses and other assets 50,923 1,431 Interest reserve — ( 3,010,610 ) Accrued interest 1,307,888 1,180,416 Accrued management and incentive fees, net ( 8,964 ) ( 187,515 ) Accrued direct administrative expenses ( 523,535 ) ( 757,625 ) Accounts payable and other liabilities 333,886 776,510 Net cash provided by (used in) operating activities 6,372,548 4,382,627 Cash flows from investing activities: Issuance of and fundings on loans ( 84,190,779 ) ( 1,523,332 ) Proceeds from sales of loans 1,796,042 13,693,481 Principal repayment of loans 28,513,871 2,821,467 Net cash provided by (used in) investing activities ( 53,880,866 ) 14,991,616 Cash flows from financing activities: Borrowings on revolving credit facility 60,000,000 — Repayment of revolving credit facility ( 42,000,000 ) ( 60,000,000 ) Dividends paid to common and preferred shareholders ( 9,819,695 ) ( 11,403,840 ) Repayment of senior notes — ( 7,737,500 ) Net cash provided by (used in) financing activities 8,180,305 ( 79,141,340 ) Net (decrease) increase in cash and cash equivalents ( 39,328,013 ) ( 59,767,097 ) Cash and cash equivalents, beginning of period 121,626,453 140,372,841 Cash and cash equivalents, end of period $ 82,298,440 $ 80,605,744 Supplemental disclosure of non-cash activity: Interest reserve withheld from funding of loans $ — $ 1,500,000 OID withheld from funding of loans $ 1,641,888 $ — Dividends declared and not yet paid $ 9,920,205 $ 11,473,971 Supplemental information: Interest paid during the period $ 42,000 $ 290,834 Income taxes paid during the period $ 124,733 $ — See accompanying notes to the consolidated financial statements 4 Index AFC GAMMA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (unaudited) 1. ORGANIZATION AFC Gamma, Inc. (the “Company” or “AFCG”) is an institutional lender to the commercial real estate sector that was founded in July 2020 by a veteran team of investment professionals. The Company primarily originates, structures, underwrites, invests in and manages senior secured commercial real estate loans and other types of loans and debt securities, with a specialization in loans to cannabis industry operators in states that have legalized medical and/or adult-use cannabis. The Company is a Maryland corporation and completed its initial public offering (the “IPO”) in March 2021. The Company is externally managed by AFC Management, LLC, a Delaware limited liability company (the Company’s “Manager”), pursuant to the terms of the Amended and Restated Management Agreement, dated January 14, 2021, between the parties (as amended from time to time, the “Management Agreement”). The Company’s wholly-owned subsidiary, AFCG TRS1, LLC, a Delaware limited liability company (“TRS1”), operates as a taxable real estate investment trust subsidiary (a “TRS”). TRS1 began operating in July 2021, and the financial statements of TRS1 are consolidated within the Company’s consolidated financial statements. The Company’s wholly-owned subsidiary, Sunrise Realty Trust, Inc. (“SUNS”) (f/k/a CRE South LLC), was formed on August 28, 2023 and converted from a Delaware limited liability company to a Maryland corporation in February 2024. The financial statements of SUNS are consolidated within the Company’s consolidated financial statements. The Company operates in one operating segment and is primarily focused on financing senior secured loans and other types of loans primarily to (i) senior secured loans to cannabis industry operators in states where medical and/or adult-use cannabis is legal and (ii) secured loans to commercial real estate owners, operators and related businesses. These loans are generally held for investment and are secured, directly or indirectly, by real estate, equipment, the value associated with licenses (where applicable) and/or other assets of borrowers depending on the applicable laws and regulations governing such borrowers. The Company has elected to be taxed as a real estate investment trust (“REIT”) for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). The Company generally will not be subject to United States federal income taxes on its REIT taxable income as long as it annually distributes all of its REIT taxable income prior to the deduction for dividends paid to shareholders and complies with various other requirements as a REIT. 2. SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and results of operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC. Refer to Note 2 to the Company’s Annual Report on Form 10-K for a description of the Company’s significant accounting policies. The Company has included disclosures below regarding basis of presentation and other accounting policies that (i) are required to be disclosed quarterly, (ii) have material changes or (iii) the Company views as critical as of the date of this report. Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the rules and regulations of the SEC applicable to interim financial information and include the accounts of the Company, and its wholly-owned subsidiaries. The unaudited interim consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. All intercompany balances and transactions have been eliminated in consolidation. The current period’s results of operations will not necessarily be indicative of results that ultimately may be realized for the year ending December 31, 2024. 5 Index Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant estimates include the valuation of loans held for investment at fair value and current expected credit losses (“CECL”). Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, early adoption is permitted. The amendments should be applied retrospectively to all prior period s presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently evaluating the impact of the update on the Company’s future consolidated financial statements. In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 improves the transparency of income tax disclosures related to rate reconciliation and income taxes. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied prospectively, however retrospective application is permitted. The Company is currently evaluating the impact of the update on the Company’s future consolidated financial statements. 3. LOANS HELD FOR INVESTMENT AT FAIR VALUE As of March 31, 2024 and December 31, 2023, the Company’s portfolio included two loans held at fair value. The aggregate originated commitment under these loans was approximately $ 94.2 million and $ 94.2 million, respectively, and outstanding principal was approximately $ 68.6 million and $ 71.9 million as of March 31, 2024 and December 31, 2023, respectively. For the three months ended March 31, 2024, the Company received approximately $ 4.0 million of principal repayments of loans held at fair value. As of March 31, 2024 and December 31, 2023, none of the Company’s loans held at fair value had floating interest rates. The following tables summarize the Company’s loans held at fair value as of March 31, 2024 and December 31, 2023: As of March 31, 2024 Fair Value (1) Carrying Value (2) Outstanding Principal (2) Weighted Average Remaining Life (Years) (3)(4) Senior term loans $ 54,977,282 $ 68,514,273 $ 68,625,288 0.1 Total loans held at fair value $ 54,977,282 $ 68,514,273 $ 68,625,288 0.1 6 Index As of December 31, 2023 Fair Value (1) Carrying Value (2) Outstanding Principal (2) Weighted Average Remaining Life (Years) (3)(4) Senior term loans $ 61,720,705 $ 71,644,003 $ 71,883,402 0.4 Total loans held at fair value $ 61,720,705 $ 71,644,003 $ 71,883,402 0.4 (1) Refer to Note 14. (2) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted original issue discount (“OID”) and loan origination costs. (3) Weighted average remaining life is calculated based on the fair value of the loans as of March 31, 2024 and December 31, 2023. (4) As of March 31, 2024 and December 31, 2023, the weighted average remaining life only reflects the remaining life of the Private Company A Credit Facility. The following table presents changes in loans held at fair value as of and for the three months ended March 31, 2024: Principal Original Issue Discount Unrealized Gains (Losses) Fair Value Total loans held at fair value at December 31, 2023 $ 71,883,402 $ ( 239,399 ) $ ( 9,923,298 ) $ 61,720,705 Change in unrealized gains (losses) on loans at fair value, net — — ( 3,613,693 ) ( 3,613,693 ) Accretion of original issue discount — 128,384 — 128,384 Loan repayments ( 4,003,945 ) — — ( 4,003,945 ) PIK interest 745,831 — — 745,831 Total loans held at fair value at March 31, 2024 $ 68,625,288 $ ( 111,015 ) $ ( 13,536,991 ) $ 54,977,282 As of March 31, 2024 , the Company ha d one l oan held at fair value on nonaccrual status. As of March 1, 2024, the Company placed Private Company A on nonaccrual status with an outstanding principal amount of approximately $ 49.7 million and an unrealized loss of approximately $( 10.2 ) million. A more detailed listing of the Company’s loans held at fair value portfolio based on information available as of March 31, 2024 is as follows: Collateral Location Collateral Type (1) Fair Value (2) Carrying Value (3) Outstanding Principal (3) Interest Rate Maturity Date (4) Payment Terms (5) Private Co. A AZ, GA, MA, NM C, D $ 39,435,412 $ 49,618,381 $ 49,729,397 15.7 % (6) 5/8/2024 I/O Private Co. B MI C, D 15,541,870 18,895,892 18,895,891 18.7 % (7) 9/1/2023 I/O Total loans held at fair value $ 54,977,282 $ 68,514,273 $ 68,625,288 (1) C = Cultivation Facilities, D = Dispensary/Retail Facilities. (2) Refer to Note 14. (3) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of OID and loan origination costs. (4) Certain loans are subject to contractual extension options and may be subject to performance based or other conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities and amend other terms of the loans in connection with loan modifications. (5) I/O = interest-only, P/I = principal and interest. P/I loans may include interest-only periods for a portion of the loan term. 7 Index (6) Base weighted average interest rate of 13.0 % and payment-in-kind (“PIK”) weighted average interest rate of 2.7 %. In October 2023, AFC Agent LLC (“AFC Agent”) delivered a notice of default to Private Company A based on certain financial and other covenant defaults and began charging additional default interest of 5.0 %, beginning as of July 1, 2023, in accordance with the terms of the Private Company A Credit Facility. Effective March 1, 2024, the Company placed the borrower on nonaccrual status. (7) The maturity date passed on the credit facility to Private Company B without repayment. The agent on the credit facility sent the borrower a notice of default and placed the borrower in receivership to maintain the borrower’s operations that were disrupted as a result of a management dispute. The Company has been in discussions with the borrower regarding refinancing the credit facility and with the receiver regarding a potential sale of the business in order to repay the loan. Until the loan is repaid, the borrower is obligated to pay interest at a base weighted average interest rate of 14.7 % and PIK interest rate of 4.0 %, plus a default interest rate of 4.0 %. As amended by the forbearance and modification agreement entered into with Private Company B in February 2023, the 4.0 % default interest rate is applicable from January 15, 2023 and is paid in kind. 4. LOANS HELD FOR INVESTMENT AT CARRYING VALUE As of March 31, 2024 and December 31, 2023, t he Company’s portfolio included twelve and nine loans held at carrying value, respectively. The aggregate originated commitment under these loans was approximately $ 402.6 million and $ 333.1 million, resp ectively, and outstanding principal was approximately $ 370.6 million and $ 314.4 million, respectively, as of March 31, 2024 and December 31, 2023. During the three months ended March 31, 2024, the Company funded approximately $ 85.8 million of new loans and additional principal, had approximately $ 24.5 million of principal repayments of loans held at carrying value and sold $ 6.0 million of the Company’s investment in Subsidiary of Public Company M. As of March 31, 2024 and December 31, 2023, approximately 61 % and 84 %, respectively, of the Company’s loans held at carrying value had floating interest rates. As of March 31, 2024, t hese floating benchmark rates included one-month Secured Overnight Financing Rate (“SOFR”) subject to a weighted average floor of 3.7 % and quoted at 5.3 % and U.S. prime rate subject to a weighted average floor of 5.4 % and quoted at 8.5 %. The following tables summarize the Company’s loans held at carrying value as of March 31, 2024 and December 31, 2023: As of March 31, 2024 Outstanding Principal (1) Original Issue Discount Carrying Value (1) Weighted Average Remaining Life (Years) (2) Senior term loans $ 323,858,794 $ ( 12,434,565 ) $ 311,424,229 2.2 Subordinate debt 46,696,032 ( 267,794 ) 46,428,238 1.5 Total loans held at carrying value $ 370,554,826 $ ( 12,702,359 ) $ 357,852,467 2.1 As of December 31, 2023 Outstanding Principal (1) Original Issue Discount Carrying Value (1) Weighted Average Remaining Life (Years) (2) Senior term loans $ 314,376,929 $ ( 13,111,531 ) $ 301,265,398 2.2 Total loans held at carrying value $ 314,376,929 $ ( 13,111,531 ) $ 301,265,398 2.2 (1) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted OID and loan origination costs. (2) Weighted average remaining life is calculated based on the carrying value of the loans as of March 31, 2024 and December 31, 2023. 8 Index The following table presents changes in loans held at carrying value as of and for the three months ended March 31, 2024: Principal Original Issue Discount Carrying Value Total loans held at carrying value at December 31, 2023 $ 314,376,929 $ ( 13,111,531 ) $ 301,265,398 New fundings 85,832,667 ( 1,641,888 ) 84,190,779 Accretion of original issue discount — 1,799,398 1,799,398 Loan repayments ( 23,290,973 ) — ( 23,290,973 ) Sale of loans ( 6,000,000 ) 251,662 ( 5,748,338 ) PIK interest 855,156 — 855,156 Loan amortization payments ( 1,218,953 ) — ( 1,218,953 ) Total loans held at carrying value at March 31, 2024 $ 370,554,826 $ ( 12,702,359 ) $ 357,852,467 As of March 31, 2024 , the Company had two loans held at carrying value on nonaccrual status. The Company placed Subsidiary of Private Company G on nonaccrual status effective December 1, 2023, with an outstanding principal amount of approximately $ 79.2 million and an amortized cost of approximately $ 77.8 million. Subsidiary of Private Company G was previously placed on nonaccrual status during various periods in 2023. The Company will recognize income related to loan activity only upon receipt of cash. During the three months ended March 31, 2024, the Company recognized approximately $ 0.7 million of interest income related to this loan. The Company placed Private Company K on nonaccrual status effective December 1, 2023, with an outstanding principal amount of approximately $ 13.4 million and an amortized cost of approximately $ 12.8 million. The Company will recognize income related to loan activity only upon receipt of cash. During the three months ended March 31, 2024, the Company recognized approximately $ 0.1 million of interest income related to this loan. In March 2024, the Company was repaid on all remaining principal under the loan to Private Company I, which was previously placed on nonaccrual status, effective May 1, 2023. In addition to the repayment of the outstanding principal amount of approximately $ 3.8 million, the Company also received and recognized past due cash interest of approximately $ 0.7 million during the three months ended March 31, 2024 . 9 Index A more detailed listing of the Company’s loans held at carrying value portfolio based on information available as of March 31, 2024 is as follows: Collateral Location Collateral Type (1) Outstanding Principal (2) Original Issue Discount Carrying Value (2) Interest Rate Maturity Date (3) Payment Terms (4) Private Co. C PA C, D $ 3,656,235 $ ( 52,181 ) $ 3,604,054 19.5 % (5) 12/1/2025 P/I Sub. of Private Co. G NJ, PA C, D 79,215,888 ( 1,444,847 ) 77,771,041 12.5 % (6) 5/1/2026 I/O Private Co. K MA C, D 13,445,762 ( 682,619 ) 12,763,143 19.3 % (7) 5/3/2027 P/I Private Co. J MO C, D 21,228,511 ( 278,793 ) 20,949,718 19.3 % (8) 9/1/2025 P/I Sub. of Public Co. H CT, IA, IL, ME, MI, NJ, NY, OH, PA C, D 84,000,000 ( 2,137,289 ) 81,862,711 14.3 % (9) 1/1/2026 I/O Private Co. L MO, OH C, D 44,332,375 ( 1,233,008 ) 43,099,367 13.7 % (10) 5/1/2026 P/I Sub. of Public Co. M IL, MA, MD, MI, NJ, OH, PA C, D 12,822,000 ( 1,521,459 ) 11,300,541 9.5 % (11) 8/27/2025 I/O Private Co. M AZ D 31,158,023 ( 3,724,369 ) 27,433,654 9.0 % (12) 7/31/2026 P/I Private Co. N - Real Estate FL C, D 16,800,000 ( 672,000 ) 16,128,000 13.3 % (13) 4/1/2028 P/I Private Co. N - Non-Real Estate FL C, D 17,200,000 ( 688,000 ) 16,512,000 13.3 % (14) 4/1/2028 P/I CRE Private Co. A TX Mixed-use 25,779,522 — 25,779,522 20.6 % (15) 5/31/2024 I/O CRE Private Co. B FL Multifamily 20,916,510 ( 267,794 ) 20,648,716 13.0 % (16) 5/12/2027 I/O Total loans held at carrying value $ 370,554,826 $ ( 12,702,359 ) $ 357,852,467 (1) For cannabis operators, C = Cultivation Facilities, D = Dispensary/Retail Facilities. (2) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted OID and loan origination costs. (3) Certain loans are subject to contractual extension options and may be subject to performance based or other conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities and amend other terms of the loans in connection with loan modifications. (4) I/O = interest-only, P/I = principal and interest. P/I loans may include interest-only periods for a portion of the loan term. (5) Base interest rate of 9.0 % plus U.S. prime rate (U.S. prime rate floor of 4.0 %) and PIK interest rate of 2.0 %. (6) Base interest rate of 12.5 % . Effective March 2024, pursuant to the forbearance agreement with Subsidiary of Private Company G, Subsidiary of Private Company G transitioned from a floating interest rate tied to U.S. prime rate to a fixed interest rate. Effective December 1, 2023, the Company placed the borrower on nonaccrual status. (7) Base interest rate of 12.0 % plus SOFR (SOFR floor of 1.0 %) and PIK interest rate of 2.0 %. As amended by the forbearance agreement entered into in March 2024, between 20.0 % and 80.0 % of the monthly cash interest will be paid in kind from December 1, 2023 to June 1, 2024. As of December 1, 2023, the Company placed the borrower on nonaccrual status. (8) Base interest rate of 12.0 % plus SOFR (SOFR floor of 1.0 %) and PIK interest rate of 2.0 %. (9) Base interest rate of 5.8 % plus U.S. prime rate (U.S. prime rate floor of 5.5 %). (10) Base interest rate of 8.4 % plus SOFR (SOFR floor of 5.0 %). (11) Base interest rate of 9.5 %. (12) Base interest rate of 9.0 %. Quarterly cash interest is paid in kind from closing to February 1, 2024 and then payable in cash thereafter. (13) Base interest rate of 8.0 % plus SOFR (SOFR floor of 4.5 % ). (14) Base interest rate of 8.0 % plus SOFR (SOFR floor of 4.5 % ). (15) Base interest rate of 15.31 % plus SOFR (SOFR floor of 4.0 % ). (16) Base interest rate of 13.0 %. 10 Index 5. LOAN RECEIVABLE HELD AT CARRYING VALUE As of March 31, 2024 and December 31, 2023, the Company’s portfolio included one loan receivable held at carrying value. The originated commitment under this loan was $ 4.0 million and outstanding principal was approximately $ 2.0 million as of March 31, 2024 and December 31, 2023, respectively. The following table presents changes in loans receivable as of and for the three months ended March 31, 2024: Principal Original Issue Discount Carrying Value Total loan receivable held at carrying value at December 31, 2023 $ 2,041,744 $ ( 1,686 ) $ 2,040,058 Loan repayments — — — Total loan receivable held at carrying value at March 31, 2024 $ 2,041,744 $ ( 1,686 ) $ 2,040,058 As of March 31, 2024 , the Company had one loan receivable held at carrying value on nonaccrual status with an outstanding principal amount of approximately $ 2.0 million and amortized cost of approximately $ 2.0 million. 6. CURRENT EXPECTED CREDIT LOSSES The Company estimates its current expected credit losses (“CECL”) on both the outstanding balances and unfunded commitments on loans held for investment and requires consideration of a broader range of historical experience adjusted for current conditions and reasonable and supportable forecast information to inform the “CECL Reserve” using a model that considers multiple datapoints and methodologies that may include discounted cash flows (“DCF”) and other inputs which may include the risk rating of the loan, how recently the loan was originated compared to the measurement date, and expected prepayment if applicable. Calculation of the CECL Reserve requires loan specific data, which may include fixed charge coverage ratio, loan-to-value, property type and geographic location. Estimating the CECL Reserve also requires significant judgment with respect to various factors, including but not limited to the expected timing of loan repayments and the Company’s current and future view of the macroeconomic environment. The Company may consider loan-specific qualitative factors on certain loans to estimate its CECL Reserve, which may include (i) whether cash from the borrower’s operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and (iii) the liquidation value of collateral. For loans where the Company has deemed the borrower/sponsor to be experiencing financial difficulty, the Company may elect to apply a practical expedient in which the fair value of the underlying collateral is compared to the amortized cost of the loan in determining a specific CECL allowance. As of March 31, 2024 and December 31, 2023, the Company’s CECL Reserve for its loans held at carrying value and loan receivable held at carrying value is approximately $ 31.4 million and $ 26.4 million, respectively, or 8.71 % and 8.71 %, respectively, of the Company’s total loans held at carrying value and loan receivable held at carrying value of approximately $ 359.9 million and $ 303.3 million, respectively, and is bifurcated between the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value and loan receivable held at carrying value of approximately $ 31.3 million and $ 26.3 million, respectively, and a liability for unfunded commitments of approximately $ 9.1 thousand and $ 115.5 thousand, respectively. The liability was based on the unfunded portion of the loan commitment over the full contractual period over which the Company is exposed to credit risk through a current obligation to extend credit. Management considered the likelihood that funding will occur, and if funded, the expected credit loss on the funded portion. 11 Index Activity related to the CECL Reserve for outstanding balances and unfunded commitments on the Company’s loans held at carrying value and loan receivable held at carrying value as of and for the three months ended March 31, 2024 was as follows: Outstanding (1) Unfunded (2) Total Balance at December 31, 2023 $ 26,309,450 $ 115,473 $ 26,424,923 Provision for current expected credit losses 5,038,012 ( 106,338 ) 4,931,674 Write-offs — — — Recoveries — — — Balance at March 31, 2024 $ 31,347,462 $ 9,135 $ 31,356,597 (1) As of March 31, 2024 and December 31, 2023, the CECL Reserve related to outstanding balances on loans held at carrying value and loan receivable held at carrying value is recorded within current expected credit loss reserve in the Company’s consolidated balance sheets. (2) As of March 31, 2024 and December 31, 2023, the CECL Reserve related to unfunded commitments on loans held at carrying value is recorded within current expected credit loss reserve as a liability in the Company’s consolidated balance sheets. The Company continuously evaluates the credit quality of each loan by assessing the risk factors of each loan and assigning a risk rating based on a variety of factors. Risk factors include property type, geographic and local market dynamics, physical condition, projected cash flow, loan structure and exit plan, loan-to-value ratio, fixed charge coverage ratio, project sponsorship, and other factors deemed necessary. Based on a 5-point scale, the Company’s loans are rated “1” through “5,” from less risk to greater risk, which ratings are defined as follows: Rating Definition 1 Very Low Risk — Materially exceeds performance metrics included in original or current credit underwriting and business plan 2 Low Risk — Collateral and business performance exceeds substantially all performance metrics included in original or current credit underwriting and business plan 3 Medium Risk — Collateral and business performance meets, or is on track to meet underwriting expectations; business plan is met or can reasonably be achieved 4 High Risk/ Potential for Loss — Collateral performance falls short of underwriting, material differences from business plans, defaults may exist, or may soon exist absent material improvement. Risk of recovery of interest exists 5 Impaired/ Loss Likely — Performance is significantly worse than underwriting with major variances from business plan observed. Loan covenants or financial milestones have been breached; exit from loan or refinancing is uncertain. Full recovery of principal is unlikely The risk ratings are primarily based on historical data as well as taking into account future economic conditions. As of March 31, 2024, the carrying value, excluding the CECL Reserve, of the Company’s loans held at carrying value and loan receivable held at carrying value within each risk rating by year of origination is as follows: Risk Rating: 2024 2023 2022 2021 2020 Total 1 $ — $ — $ — $ — $ — $ — 2 — — — — 3,604,054 3,604,054 3 79,068,238 27,433,654 54,399,908 102,812,429 — 263,714,229 4 — — — — — — 5 — — 12,763,143 77,771,041 2,040,058 92,574,242 Total $ 79,068,238 $ 27,433,654 $ 67,163,051 $ 180,583,470 $ 5,644,112 $ 359,892,525 12 Index 7. INTEREST RECEIVABLE The following table summarizes the interest receivable by the Company as of March 31, 2024 and December 31, 2023: As of March 31, 2024 As of December 31, 2023 Interest receivable $ 3,788,106 $ 2,680,188 PIK receivable 414,863 1,009,974 Unused fees receivable 159,305 25,833 Total interest receivable $ 4,362,274 $ 3,715,995 8. INTEREST RESERVE At March 31, 2024 and December 31, 2023, the Company had zero loans that included a loan-funded interest reserve. For the three months ended March 31, 2024 and 2023, approximately zero and $ 3.2 million , respectively, of aggregate interest income was earned and disbursed from the interest reserves. The following table presents changes in interest reserve as of and for the three months ended March 31, 2024 and 2023: Three months ended March 31, 2024 2023 Beginning reserves $ — $ 3,200,944 New reserves — 1,716,985 Reserves disbursed — ( 3,227,595 ) Ending reserves $ — $ 1,690,334 9. DEBT Revolving Credit Facility On April 29, 2022, the Company entered into the Loan and Security Agreement (the “Revolving Credit Agreement”) by and among the Company, the other loan parties from time to time party thereto, the lenders party thereto, and the lead arranger, bookrunner and administrative agent party thereto, pursuant to which, the Company obtained a $ 60.0 million senior secured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility has a maturity date of April 29, 2025. The Revolving Credit Facility contains aggregate commitments of $ 60.0 million from two FDIC-insured banking institutions (which may be increased to up to $ 100.0 million in aggregate, subject to available borrowing base and additional commitments) which may be borrowed, repaid and redrawn, subject to a borrowing base based on eligible loan obligations held by the Company and subject to the satisfaction of other conditions provided under the Revolving Credit Facility. Interest is payable on the Revolving Credit Facility at the greater of (1) the applicable base rate plus 0.50 % and (2) 4.50 %, as provided in the Revolving Credit Agreement, payable in cash in arrears. Upon entering into the Revolving Credit Agreement, the Company incurred a one-time commitment fee expense of approximately $ 0.5 million, which was included in prepaid expenses and other assets on the Company’s consolidated balance sheets and amortized over the life of the facility. Commencing on the six-month anniversary of the closing date, the Revolving Credit Facility has an unused line fee of 0.25 % per annum, payable semi-annually in arrears, which is included within interest expense in the Company’s unaudited interim consolidated statements of operations. Based on the terms of the Revolving Credit Agreement, the Company’s estimated average cash balance will exceed the minimum balance required to waive the unused line fee and as such, the Company did not incur an unused line fee for the three months ended March 31, 2024. As of March 31, 2024 and December 31, 2023, outstanding borrowings under the Revolving Credit Facility was $ 60.0 million and $ 42.0 million, respectively, and zero and $ 18.0 million was available for borrowing as of March 31, 2024 and December 31, 2023, respectively. 13 Index The obligations of the Company under the Revolving Credit Facility are secured by certain assets of the Company comprising of or relating to loan obligations designated for inclusion in the borrowing base. In addition, the Company is subject to various financial and other covenants, including: (1) liquidity of at least $ 5.0 million, (2) annual debt service coverage of at least 1.5 to 1.0 and (3) secured debt not to exceed 25 % of total consolidated assets of the Company and its subsidiaries. 2027 Senior Notes On November 3, 2021, the Company issued $ 100.0 million in aggregate principal amount of senior unsecured notes due in May 2027 (the “2027 Senior Notes”). The 2027 Senior Notes accrue interest at a rate of 5.75 % per annum. Interest on the 2027 Senior Notes is due semi-annually on May 1 and November 1 of each year, which began on May 1, 2022. The net proceeds from the offering were approximately $ 97.0 million, after deducting the initial purchasers’ discounts and commissions and estimated offering fees and expenses payable by the Company. The Company used the proceeds from the issuance of the 2027 Senior Notes (i) to fund loans related to unfunded commitments to existing borrowers, (ii) to originate and participate in commercial loans to companies operating in the cannabis industry that are consistent with the Company’s investment strategy and (iii) for working capital and other general corporate purposes. The terms of the 2027 Senior Notes are governed by an indenture, dated November 3, 2021, among us, as issuer, and TMI Trust Company, as trustee (the “Indenture”). Under the Indenture, the Company is required to cause all of its existing and future subsidiaries to guarantee the 2027 Senior Notes, other than certain immaterial subsidiaries as set forth in the Indenture. TRS1 and SUNS are currently subsidiary guarantors under the Indenture. Following the completion of the Spin-Off, SUNS will no longer be a guarantor under the Indenture. Prior to February 1, 2027, the Company may redeem the 2027 Senior Notes in whole or in part, at a price equal to the greater of 100 % of the principal amount of the 2027 Senior Notes being redeemed or a make-whole premium set forth in the Indenture, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. On or after February 1, 2027, we may redeem the 2027 Senior Notes in whole or in part at a price equal to 100 % of the principal amount of the 2027 Senior Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The Indenture also requires us to offer to purchase all of the 2027 Senior Notes at a purchase price equal to 101 % of the principal amount of the 2027 Senior Notes, plus accrued and unpaid interest if a “change of control triggering event” (as defined in the Indenture) occurs. The Indenture contains customary terms and restrictions, subject to a number of exceptions and qualifications, including restrictions on the Company’s ability to (1) incur additional indebtedness unless the Annual Debt Service Charge (as defined in the Indenture) is no less than 1.5 to 1.0, (2) incur or maintain total debt in an aggregate principal amount greater than 60 % of the Company’s consolidated Total Assets (as defined in the Indenture), (3) incur or maintain secured debt in an aggregate principal amount greater than 25 % of the Company’s consolidated Total Assets (as defined in the Indenture), and (4) merge, consolidate or sell substantially all of the Company’s assets. In addition, the Indenture also provides for customary events of default. If any event of default occurs, any amount then outstanding under the Indenture may immediately become due and payable. These events of default are subject to a number of important exceptions and qualifications set forth in the Indenture. During the three months ended March 31, 2023 , the Company repurchased $ 10.0 million in principal amount of the Company’s 2027 Senior Notes at 77.4 % of par value, plus accrued interest. This resulted in a gain on extinguishment of debt of approximately $ 2.0 million, recorded within the unaudited interim consolidated statements of operations. No repurchases took place during the three months ended March 31, 2024. As of March 31, 2024 , the Company had $ 90.0 million in principal amount of the 2027 Senior Notes outstanding. 14 Index The 2027 Senior Notes are due on May 1, 2027. Scheduled principal payments on the 2027 Senior Notes as of March 31, 2024 are as follows: 2027 Senior Notes Year 2024 (remaining) $ — 2025 — 2026 — 2027 90,000,000 2028 — Thereafter — Total principal 90,000,000 Deferred financing costs included in senior notes ( 1,836,860 ) Total due senior notes, net $ 88,163,140 The following tables reflect a summary of interest expense incurred during the three months ended March 31, 2024 and 2023: Three months ended March 31, 2024 2027 Senior Notes Revolving Credit Facility Total Borrowings Interest expense $ 1,293,750 $ 56,137 $ 1,349,887 Unused fee expense — — — Amortization of deferred financing costs 157,332 95,944 253,276 Total interest expense $ 1,451,082 $ 152,081 $ 1,603,163 Three months ended March 31, 2023 2027 Senior Notes Revolving Credit Facility Total Borrowings Interest expense $ 1,408,750 $ 26,667 $ 1,435,417 Unused fee expense — 35,833 35,833 Amortization of deferred financing costs 157,652 39,258 196,910 Total interest expense $ 1,566,402 $ 101,758 $ 1,668,160 10. COMMITMENTS AND CONTINGENCIES As of March 31, 2024 and December 31, 2023, the Company had the following commitments to fund various investments: As of March 31, 2024 As of December 31, 2023 Total original loan commitments $ 500,793,726 $ 431,239,913 Less: drawn commitments ( 486,213,058 ) ( 421,239,913 ) Total undrawn commitments $ 14,580,668 $ 10,000,000 15 Index The Company from time to time may be a party to litigation in the normal course of business. As of March 31, 2024, the Company is not aware of any legal claims that could materially impact its business, financial condition or results of operations. On March 17, 2023, the Company appointed Brandon Hetzel to serve as its Chief Financial Officer and Treasurer in place of Brett Kaufman, effective as of such date, with Mr. Kaufman’s employment with AFC Management, LLC, the Company’s external manager (the “Manager”), terminated, effective as of April 17, 2023 (the “Separation Date”). In connection with his termination, Mr. Kaufman received (i) twelve (12) months’ worth of his current base salary, (ii) his annual target bonus, (iii) continued payment by our Manager of 100 % of the COBRA premiums for him and his dependents for a period of twelve (12) months following his Separation Date, (iv) accelerated vesting of one ( 1 ) additional tranche of each of Mr. Kaufman’s outstanding equity awards, and (v) extension of the exercise period for Mr. Kaufman’s outstanding options until one (1) year following the Separation Date, contingent on Mr. Kaufman executing and not revoking a release of claims in favor of the Company. During the three months ended March 31, 2024 and 2023 , the Company recorded approximately zero and $ 0.7 million in severance expense within general and administrative expenses within the unaudited interim consolidated statements of operations, respectively. The Company primarily provides loans to companies operating in the cannabis industry which involves significant risks, including the risk of strict enforcement against the Company’s borrowers on the federal illegality of cannabis, the Company’s borrowers’ inability to renew or otherwise maintain their licenses or other requisite authorizations for their cannabis operations, and such loans lack of liquidity, and the Company could lose all or part of any of the Company’s loans. The Company’s ability to grow or maintain its business with respect to the loans it makes to companies operating in the cannabis industry depends on state laws pertaining to the cannabis industry. New laws that are adverse to the Company’s borrowers may be enacted, and current favorable state or national laws or enforcement guidelines relating to cultivation, production and distribution of cannabis may be modified or eliminated in the future, which would impede the Company’s ability to grow and could materially adversely affect the Company’s business. Management’s plan to mitigate risks include monitoring the legal landscape as deemed appropriate. Also, should a loan default or otherwise be seized, the Company may be prohibited from owning cannabis assets and thus could not take possession of collateral, in which case the Company would look to sell the loan, which could result in the Company realizing a loss on the transaction. 11. SHAREHOLDERS’ EQUITY Series A Preferred Stock As of March 31, 2024 and December 31, 2023, the Company has authorized 10,000 preferred shares and issued 125 of the preferred shares designated as 12.0 % Series A Cumulative Non-Voting Preferred Stock, par value $ 0.01 per share (the “Series A Preferred Stock”). The Series A Preferred Stock entitles the holders thereof to receive cumulative cash dividends at a rate per annum of 12.0 % of the liquidation preference of $ 1,000 per share plus all accumulated and unpaid dividends thereon. The Company generally may not declare or pay, or set apart for payment, any dividend or other distribution on any shares of the Company’s stock ranking junior to the Series A Preferred Stock as to dividends, including the Company’s common stock, or redeem, repurchase or otherwise make payments on any such shares, unless full, cumulative dividends on all outstanding shares of Series A Preferred Stock have been declared and paid or set apart for payment for all past dividend periods. The holders of the Series A Preferred Stock generally have no voting rights except in limited circumstances, including certain amendments to the Company’s charter and the authorization or issuance of equity securities senior to or on parity with the Series A Preferred Stock. The Series A Preferred Stock is not convertible into shares of any other class or series of our stock. The Series A Preferred Stock is senior to all other classes and series of shares of the Company’s stock as to dividend and redemption rights and rights upon the Company’s liquidation, dissolution and winding up. Upon written notice to each record holder of the Series A Preferred Stock as to the effective date of redemption, the Company may redeem the shares of the outstanding Series A Preferred Stock at the Company’s option, in whole or in part, at any time for cash at a redemption price equal to $ 1,000 per share, for a total of $ 125,000 for the 125 shares outstanding, plus all accrued and unpaid dividends thereon up to and including the date fixed for redemption. Shares of the Series A Preferred Stock that are redeemed shall no longer be deemed outstanding shares of the Company and all rights of the holders of such shares will terminate. 16 Index Common Stock During the three months ended March 31, 2024 and year ended December 31, 2023 , the Company did not issue any shares of its common stock, other than awards granted under the Stock Incentive Plan. Shelf Registration Statement On April 5, 2022, the Company filed a shelf registration statement on Form S-3 (File No. 333-264144) (the “Shelf Registration Statement”), which was declared effective on April 18, 2022. Under the Shelf Registration Statement, the Company may, from time to time, issue and sell up to $ 1.0 billion of the Company’s common stock, preferred stock, debt securities, warrants and rights (including as part of a unit) to purchase shares of the Company’s common stock or preferred stock. At-the-Market Offering Program (“ATM Program”) On April 5, 2022, the Company entered into an Open Market Sales Agreement (the “Sales Agreement”) with Jefferies LLC and JMP Securities LLC, as Sales Agents, under which the Company may, from time to time, offer and sell shares of common stock, having an aggregate offering price of up to $ 75.0 million. Under the terms of the Sales Agreement, the Company has agreed to pay the Sales Agents a commission of up to 3.0 % of the gross proceeds from each sale of common stock sold through the Sales Agents. Sales of common stock, if any, may be made in transactions that are deemed to be “at-the-market” offerings, as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). During the three months ended March 31, 2024 and year ended December 31, 2023 , the Company did not sell any shares of the Company’s common stock under the Sales Agreement. As of March 31, 2024 , the shares of common stock sold under the ATM Program are the only offerings that have been initiated under the Shelf Registration Statement. Share Repurchase Program On June 13, 2023, the Company's Board of Directors authorized a share repurchase program providing for the repurchase of up to $ 20.0 million of the Company's outstanding common stock (the “Repurchase Program”). The timing, price, and volume of repurchases will be based on the Company’s stock price, general market conditions, applicable legal requirements and other factors. The repurchase of the Company’s common stock may be made from time to time in the open market, in privately negotiated transactions or otherwise in compliance with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934. The Company expects to finance any share repurchases under the Repurchase Program using cash on hand, capacity available under our line of credit and cash flows from operations. The Repurchase Program may be discontinued, modified or suspended at any time. During the three months ended March 31, 2024 and year ended December 31, 2023 , the Company did no t repurchase any shares of its common stock pursuant to the Repurchase Program. Stock Incentive Plan The Company has established a stock incentive compensation plan (the “2020 Plan”). The 2020 Plan authorizes stock options, stock appreciation rights, restricted stock, stock bonuses, stock units and other forms of awards granted or denominated in the Company’s common stock or units of common stock. The 2020 Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash. The Company has, and currently intends to continue to grant stock options to participants in the 2020 Plan, but it may also grant any other type of award available under the 2020 Plan in the future. Persons eligible to receive awards under the 2020 Plan include officers or employees of the Company or any of its subsidiaries, directors of the Company, employees of the Manager and certain directors and consultants and other service providers to the Company or any of its subsidiaries. During the first quarter of 2024, the Company’s Board of Directors approved grants of restricted stock to the Company’s directors and officers, as well as employees of the Manager. In January 2024, the Company granted an aggregate of 209,397 shares of restricted stock to certain of our directors, officers and other eligible persons. The restricted stock granted in January 2024 under the 2020 Plan contain vesting periods that vary from immediately vested to vesting over a three-year period, with approximately 33 % vesting on each of the first, second and third anniversaries of the vesting commencement date. As of March 31, 2024, there were 2,536,289 shares of common stock granted under the 2020 Plan, underlying 2,169,852 options and 366,437 shares of restricted stock. 17 Index During the first quarter of 2023, the Company’s Board of Directors approved grants of restricted stock to the Company’s directors and officers, as well as certain employees of the Manager. In January 2023, the Company granted an aggregate of 125,234 shares of restricted stock to certain of our directors, officers and other eligible persons. The restricted stock granted in January 2023 under the 2020 Plan contain vesting periods that vary from immediately vested to vesting over a three-year period, with approximately 33 % vesting on each of the first, second and third anniversaries of the vesting commencement date. As of March 31, 2024, the maximum number of shares of the Company’s common stock that may be delivered pursuant to awards under the 2020 Plan (the “Share Limit”) equals 3,202,442 shares, which is an increase of 409,154 shares compared to December 31, 2023. The Share Limit increased pursuant to the Minimum Annual Increase provision in the 2020 Plan. Shares that are subject to or underlie awards that expire or for any reason are cancelled, terminated, forfeited, fail to vest, or for any other reason are not paid or delivered under the 2020 Plan will not be counted against the Share Limit and will again be available for subsequent awards under the 2020 Plan. The following table summarizes the (i) non-vested options granted, (ii) vested options granted, (iii) exercised and (iv) forfeited options granted for the Company’s directors and officers and employees of the Manager as of March 31, 2024 and December 31, 2023: As of March 31, 2024 As of December 31, 2023 Non-vested 161,879 206,304 Vested 2,212,753 2,168,328 Exercised ( 5,511 ) ( 5,511 ) Forfeited ( 200,169 ) ( 200,169 ) Balance 2,168,952 2,168,952 The Company uses the Black-Scholes option pricing model to value stock options in determining the stock-based compensation expense. The Company has elected to recognize forfeitures as they occur. Previously recognized compensation expense related to forfeitures are reversed in the period the nonvested awards are forfeited. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant. The expected dividend yield was based on the Company’s expected dividend yield at the grant date. Expected volatility is based on the estimated average volatility of similar companies due to the lack of historical volatilities of the Company’s common stock. Restricted stock grant expense is based on the Company’s stock price at the time of the grant and amortized over the vesting period. The stock-based compensation expense for the Company was approximately $ 0.5 million and $ 0.3 million for the three months ended March 31, 2024 and 2023 , respectively. 18 Index The following table presents the assumptions used in the option pricing model of options granted under the 2020 Plan: Assumptions Range Expected volatility 40 % - 50 % Expected dividend yield 10 % - 20 % Risk-free interest rate 0.5 % - 2.0 % Expected forfeiture rate 0 % The following tables summarize stock option activity as of and during the three months ended March 31, 2024: Number of options Weighted-average exercise price Weighted-average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2023 2,168,952 $ 17.74 Granted — — Exercised — — Forfeited — — Outstanding as of March 31, 2024 2,168,952 $ 17.74 4.02 years $ — Exercisable as of March 31, 2024 2,123,596 $ 17.72 4.01 years $ — T he Company did not grant any options d uring the three months ended March 31, 2024 and 2023 . No options were exercised during the three months ended March 31, 2024 and 2023 . The following table summarizes the non-vested restricted stock (i) granted, (ii) vested and (iii) forfeited for the Company’s directors and officers and employees of the Manager as of March 31, 2024 and December 31, 2023: As of March 31, 2024 As of December 31, 2023 Granted 400,371 190,974 Vested ( 99,207 ) ( 38,028 ) Forfeited ( 33,934 ) ( 33,934 ) Balance 267,230 119,012 The fair value of the Company’s restricted stock awards is based on the Company’s stock price on the date of grant. The following tables summarize the restricted stock activity as of and during the three months ended March 31, 2024: Number of shares of restricted stock Weighted-average grant date fair value Balance as of December 31, 2023 119,012 $ 16.06 Granted 209,397 11.70 Vested ( 61,179 ) 14.53 Forfeited — — Balance as of March 31, 2024 267,230 $ 13.00 The total fair value of shares vested during the three months ended March 31, 2024 was approximately $ 0.7 million. During the three months ended March 31, 2023, 3,211 shares of restricted stock vested with a weighted-average grant date fair value of $ 15.57 . The total fair value of shares vested during the three months ended March 31, 2023 was approximately $ 50.0 thousand. As of March 31, 2024 , there was approximately $ 3.1 million of total unrecognized compensation cost related to non-vested restricted stock and stock option awards. That cost is expected to be recognized over a weighted-average period of 2.36 years. 19 Index 12. EARNINGS PER SHARE The following information sets forth the computations of basic and diluted weighted average (loss) earnings per common share for the three months ended March 31, 2024 and 2023: Three months ended March 31, 2024 2023 Net (loss) income attributable to common shareholders $ ( 54,116 ) $ 10,025,274 Dividends paid on unvested restricted stock ( 57,126 ) ( 35,472 ) Net (loss) income attributable to common shareholders ( 111,242 ) 9,989,802 Divided by: Basic weighted average shares of common stock outstanding 20,393,875 20,303,797 Weighted average unvested restricted stock and dilutive stock options 11,312 185,366 Diluted weighted average shares of common stock outstanding 20,405,187 20,489,163 Basic weighted average (loss) earnings per common share $ ( 0.01 ) $ 0.49 Diluted weighted average (loss) earnings per common share $ ( 0.01 ) $ 0.49 Diluted EPS was computed using the treasury stock method for stock options and restricted stock. Diluted weighted average (loss) earnings per common share excluded 2,240,089 and 2,280,372 weighted average unvested restricted stock and stock options due to anti-dilutive effect for the three months ended March 31, 2024 and 2023, respectively . 13. INCOME TAX A TRS is an entity taxed as a corporation that has not elected to be taxed as a REIT, in which a REIT directly or indirectly holds equity, and that has made a joint election with such REIT to be treated as a TRS. A TRS generally may engage in any business, including investing in assets and engaging in activities that could not be held or conducted directly by the Company without jeopardizing its qualification as a REIT. A TRS is subject to applicable United States federal, state and local income tax on its taxable income. In addition, as a REIT, the Company also may be subject to a 100% excise tax on certain transactions between it and its TRS that are not conducted on an arm’s-length basis. The income tax provision is included in the line item income tax expense, including excise tax. The income tax provision for the Company was approximately $ 0.2 million and $ 0.2 million for the three months ended March 31, 2024 and 2023, respectively. The income tax expense for the three months ended March 31, 2024 and 2023 primarily related to activities of the Company’s taxable REIT subsidiary. The income tax provision for the Company and TRS1 consisted of the following for the three months ended March 31, 2024 and 2023: Three months ended March 31, 2024 2023 Current (1) $ 158,360 $ 174,832 Deferred — — Excise tax — 270 Total income tax expense, including excise tax $ 158,360 $ 175,102 (1) During the three months ended March 31, 2024, the Company incurred federal taxes of approximately $ 105.3 thousand and state and local taxes of approximately $ 53.1 thousand. During the three months ended March 31, 2023, the Company incurred federal taxes of approximately $ 131.5 thousand and state and local taxes of approximately $ 43.3 thousand. 20 Index For the three months ended March 31, 2024 and 2023, the Company incurred no expense for United States federal excise tax. Excise tax represents a 4 % tax on the sum of a portion of the Company’s ordinary income and net capital gains not distributed during the period. If it is determined that an excise tax liability exists for the current period, the Company will accrue excise tax on estimated excess taxable income as such taxable income is earned. The expense is calculated in accordance with applicable tax regulations. The Company does not have any unrecognized tax benefits and the Company does not expect that to change in the next 12 months. 14. FAIR VALUE Loans Held for Investment The Company’s loans are typically valued using a yield analysis, which is typically performed for non-credit impaired loans to borrowers where the Company does not own a controlling equity position. Alternative valuation methodologies may be used as appropriate, and can include a market analysis, income analysis, or recovery analysis. To determine fair value using a yield analysis, a current price is imputed for the loan based upon an assessment of the expected market yield for a similarly structured loan with a similar level of risk. In the yield analysis, the Company considers the current contractual interest rate, the maturity and other terms of the loan relative to risk of the company and the specific loan. A key determinant of risk, among other things, is the leverage through the loan relative to the enterprise value of the borrower. As loans held by the Company are substantially illiquid with no active loan market, the Company depends on primary market data, including newly funded loans, as well as secondary market data with respect to high-yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable. The following tables present fair value measurements of loans held at fair value as of March 31, 2024 and December 31, 2023: Fair Value Measurement as of March 31, 2024 Total Level 1 Level 2 Level 3 Loans held at fair value $ 54,977,282 $ — $ — $ 54,977,282 Total $ 54,977,282 $ — $ — $ 54,977,282 Fair Value Measurement as of December 31, 2023 Total Level 1 Level 2 Level 3 Loans held at fair value $ 61,720,705 $ — $ — $ 61,720,705 Total $ 61,720,705 $ — $ — $ 61,720,705 The following table presents changes in loans that use Level 3 inputs as of and for the three months ended March 31, 2024: Three months ended March 31, 2024 Total loans using Level 3 inputs at December 31, 2023 $ 61,720,705 Change in unrealized gains (losses) on loans at fair value, net ( 3,613,693 ) Loan repayments ( 4,003,945 ) Accretion of original issue discount 128,384 PIK interest 745,831 Total loans using Level 3 inputs at March 31, 2024 $ 54,977,282 The change in unrealized losses included in the unaudited interim consolidated statements of operations attributable to loans held at fair value, categorized as Level 3, held as of March 31, 2024 is $( 3,613,693 ). 21 Index The following tables summarize the significant unobservable inputs the Company used to value the loans categorized within Level 3 as of March 31, 2024 and December 31, 2023. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values. As of March 31, 2024 Unobservable Input Fair Value Primary Valuation Techniques Input Estimated Range Weighted Average Senior term loans $ 39,435,412 Recovery analysis Recovery rate 75.50 % - 83.10 % 79.30 % Senior term loans 15,541,870 Market approach Revenue multiple 0.75 x - 1.00 x 0.88 x Total investments $ 54,977,282 As of December 31, 2023 Unobservable Input Fair Value Primary Valuation Techniques Input Estimated Range Weighted Average Senior term loans $ 47,627,845 Recovery analysis Recovery rate 86.10 % - 92.40 % 89.25 % Senior term loans 14,092,860 Market approach Revenue multiple 0.50 x - 0.70 x 0.60 x Total investments $ 61,720,705 Changes in market yields, revenue multiples, and recovery rates may change the fair value of certain of the Company’s loans. Generally, an increase in market yields may result in a decrease in the fair value of certain of the Company’s loans, while a decrease in revenue multiples and recovery rates may result in a decrease in the fair value of certain of the Company’s loans. Due to the inherent uncertainty of determining the fair value of loans that do not have a readily available market value, the fair value of the Company’s loans may fluctuate from period to period. Additionally, the fair value of the Company’s loans may differ significantly from the values that would have been used had a ready market existed for such loans and may differ materially from the values that the Company may ultimately realize. Further, such loans are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a loan in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the loans may cause the gains or losses ultimately realized on these loans to be different than the unrealized gains or losses reflected in the valuations currently assigned. Fair Value of Financial Instruments GAAP requires disclosure of fair value information about financial instruments, whether or not recognized at fair value in the balance sheets, for which it is practicable to estimate that value. The following table details the book value and fair value of the Company’s financial instruments not recognized at fair value in the unaudited interim consolidated balance sheets as of March 31, 2024 : As of March 31, 2024 Carrying Value Fair Value Financial assets: Cash and cash equivalents $ 82,298,440 $ 82,298,440 Loans held for investment at carrying value $ 357,852,467 $ 329,881,425 Loan receivable held at carrying value $ 2,040,058 $ 510,436 Financial liabilities: Senior notes payable, net $ 88,163,140 $ 79,031,250 22 Index Estimates of fair value for cash and cash equivalents are measured using observable, quoted market prices, or Level 1 inputs. The Company’s loans held for investment are measured using unobservable inputs, or Level 3 inputs. The fair value of the Company’s 2027 Senior Notes is estimated by discounting expected cash flows using readily available quoted prices for similar debt, or Level 2 inputs. 15. RELATED PARTY TRANSACTIONS Management Agreement Pursuant to the Management Agreement, the Manager manages the loans and day-to-day operations of the Company, subject at all times to the further terms and conditions set forth in the Management Agreement and such further limitations or parameters as may be imposed from time to time by the Company’s Board. The Manager receives base management fees (the “Base Management Fee”) that are calculated and payable quarterly in arrears, in an amount equal to 0.375 % of the Company’s Equity (as defined in the Management Agreement), subject to certain adjustments, less 50 % of the aggregate amount of any other fees (“Outside Fees”), including any agency fees relating to our loans, but excluding the Incentive Compensation (as defined below) and any diligence fees paid to and earned by the Manager and paid by third parties in connection with the Manager’s due diligence of potential loans. In addition to the Base Management Fee, the Manager is entitled to receive incentive compensation (the “Incentive Compensation” or “Incentive Fees”) under the Management Agreement. Under the Management Agreement, the Company pays Incentive Fees to the Manager based upon the Company’s achievement of targeted levels of Core Earnings. “Core Earnings” is defined in the Management Agreement as, for a given period means the net income (loss) for such period, computed in accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) the Incentive Compensation, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income and (v) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between the Manager and the Company’s independent directors and approved by a majority of the independent directors. The Incentive Compensation for the three months ended March 31, 2024 and 2023 , was approximately $ 2.5 million and $ 2.8 million, respectively. The Company shall pay all of its costs and expenses and shall reimburse the Manager or its affiliates for expenses of the Manager and its affiliates paid or incurred on behalf of the Company, excepting only those expenses that are specifically the responsibility of the Manager pursuant to the Management Agreement. With respect to certain office expenses incurred by the Manager on behalf of the Company and other funds managed by the Manager or its affiliates, such as rent, the Manager determines each fund’s pro rata portion of such expenses in an amount equal to the proportional amount of time employees of the Manager spent providing services to the Company, as reasonably stipulated by time sheets. The following table summarizes the related party costs incurred by the Company for the three months ended March 31, 2024 and 2023 : Three months ended March 31, 2024 2023 Affiliate Costs Management fees $ 1,346,138 $ 1,347,685 Less: outside fees earned ( 374,803 ) ( 478,645 ) Base management fees 971,335 869,040 Incentive fees earned 2,491,427 2,835,179 General and administrative expenses reimbursable to Manager 782,319 1,086,027 Total $ 4,245,081 $ 4,790,246 Amounts payable to the Manager as of March 31, 2024 and December 31, 2023 were approximately $ 4.4 million and $ 5.0 million, respectively. 23 Index The Manager is a wholly-owned subsidiary of Castleground Holdings LLC (f/k/a Advanced Flower Capital Management, LLC) (the “Parent Manager”). Leonard Tannenbaum, Executive Chairman of the Board and Chief Investment Officer, owns 75.0 % of the outstanding equity of the Parent Manager. Similarly, Robyn Tannenbaum, President, Bernard Berman, a member of the Company’s Investment Committee, and Daniel Neville, Chief Executive Officer, currently own 10.0 % , 3.0 % and 1.6 % , respectively, of the Parent Manager. Due to Affiliate Amounts due to an affiliate of the Company as of March 31, 2024 and December 31, 2023 were approximately $ 19.8 thousand and $ 16.4 thousand, respectively. Investments in Loans From time to time, the Company may co-invest with other investment vehicles managed by the Manager or its affiliates, including the Manager, and their portfolio companies, including by means of splitting loans, participating in loans or other means of syndicating loans. The Company is not obligated to provide, nor has it provided, any financial support to the other managed investment vehicles. As such, the Company’s risk is limited to the carrying value of its investment in any such loan. Additionally, our Manager or its affiliates, including AFC Agent LLC (“AFC Agent”), may from time to time serve as administrative agent to the lenders under our co-investments. As of March 31, 2024, there were five co-invested loans held by the Company and affiliates of the Company. 16. DIVIDENDS AND DISTRIBUTIONS The following table summarizes the Company’s dividends declared during the three months ended March 31, 2024 and 2023: Record Date Payment Date Common Share Distribution Amount Aggregate Amount Paid Regular cash dividend 3/31/2023 4/14/2023 $ 0.56 $ 11,473,971 2023 Period Subtotal $ 0.56 $ 11,473,971 Regular cash dividend 3/31/2024 4/15/2024 $ 0.48 $ 9,920,205 2024 Period Subtotal $ 0.48 $ 9,920,205 17. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued. There were no material subsequent events, other than those described below, that required disclosure in these unaudited interim consolidated financial statements. In April 2024, the Company received approximately $ 8.1 million prepayment from Private Company L’s sale of certain collateral assets and $ 0.2 million prepayment premium. In April 2024, the co-agents under the credit facility with Subsidiary of Public Company H delivered a reservation of rights letter to the borrower citing certain defaults, including a breach of the minimum cash covenants as of March 31, 2024. The borrower has since failed to make the interest payment for the month ending April 30, 2024 that was due May 1, 2024, and which was subject to a five business day grace period. The lenders are evaluating the best course of action to protect their interests and pursue their rights and remedies under the credit facility. 24 Index CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”), filed by AFC Gamma, Inc. (the “Company,” “we,” “us,” and “our”), and the information incorporated by reference in it, or made in other reports, filings with the SEC, press releases contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and we intend such statements to be covered by the safe harbor provisions contained therein. Some of the statements contained in this Quarterly Report, other than statements of current or historical facts, are forward-looking statements and are based on our current intent, belief, expectations and views of future events. The forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results or performance, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,” “could,” “would,” “will,” “can,” “continuing,” “may,” “aim,” “intend,” “ongoing,” “plan,” “predict,” “potential,” “should,” “seeks,” “likely to” or words or phrases of similar meaning. Specifically, this Quarterly Report includes forward-looking statements regarding (i) the conditions in the adult-use and medicinal cannabis markets and their impact on our business; (ii) our portfolio and strategies for the growth thereof; (iii) our working capital, liquidity and capital requirements; (iv) potential state and federal legislative and regulatory matters; (v) our expectations and estimates regarding certain tax, legal and accounting matters, including the impact on our financial statements and/or those of our borrowers; (vi) our expectations regarding our portfolio companies and their businesses, including demand, sales volume, profitability, and future growth; (vii) the amount, collectability and timing of cash flows, if any, from our loans; (viii) our expected ranges of originations and repayments; (ix) estim ates relating to our ability to make distributions to our shareholders in the f uture; and (x) our expanded investment strategy. These forward-looking statements reflect management’s current views about future events, and are subject to risks, uncertainties and assumptions. Our actual results may differ materially from the future results and events expressed or implied by the forward-looking statements. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following: • our business and investment strategy; • the ability of our Manager to locate suitable loan opportunities for us and to monitor and actively manage our portfolio and implement our investment strategy; • our expectations for origination targets and repayments; • the allocation of loan opportunities to us by our Manager; • our projected operating results; • actions and initiatives of the U.S. or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including the fact that cannabis remains illegal under federal law and certain state laws; • the estimated growth in and evolving market dynamics of the cannabis market; • changes in general economic conditions, in our industry and in the commercial finance and real estate markets; • the demand for cannabis cultivation and processing facilities; • shifts in public opinion and state regulation regarding cannabis; • the state of the U.S. economy generally or in specific geographic regions; • the impact of a protracted decline in the liquidity of credit markets on our business; • the amount, collectability and timing of our cash flows, if any, from our loans; • our ability to obtain and maintain financing arrangements; • our expected leverage; • changes in the value of our loans; • losses that may arise due to the concentration of our portfolio in a limited number of loans and borrowers; • our expected investment and underwriting process; • the rates of default or recovery rates on our loans; 25 Index • the degree to which our hedging strategies may or may not protect us from interest rate volatility; • the availability of investment opportunities in mortgage-related and real estate-related instruments and other securities; • changes in interest rates and impacts of such changes on our results of operations, cash flows and the market value of our loans; • interest rate mismatches between our loans and our borrowings used to fund such loans; • the departure of any of the executive officers or key personnel supporting and assisting us from our Manager or its affiliates; • impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters; • our ability to maintain our exemption from registration under the Investment Company Act (as defined below); • our ability to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes; • estimates relating to our ability to make distributions to our shareholders in the future; • our understanding of our competition; • market trends in our industry, interest rates, real estate values, the securities markets or the general economy; • our ability to complete the Spin-Off (as defined below) in a timely manner or at all; and • we may not achieve some or all of the expected benefits of the Spin-Off (as defined below). Please see the section entitled “ Risk Factors ” located in our Annual Report on Form 10-K, filed with the SEC on March 7, 2024, for a further discussion of these and other risks and uncertainties which could affect our future results. These forward-looking statements apply only as of the date of this report and we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are legally required to disclose certain matters in SEC filings or otherwise.