InPoint Commercial Real Estate Income Inc.

08/08/2025 | Press release | Distributed by Public on 08/08/2025 14:18

Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

Management's Discussion and Analysis ofFinancial Condition and Results of Operations

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Words such as "may," "could," "should," "expect," "intend," "plan," "goal," "seek," "anticipate," "believe," "estimate," "predict," "variables," "potential," "continue," "expand," "maintain," "create," "strategies," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions, are intended to identify forward-looking statements.

These forward-looking statements are not historical facts but reflect the intent, belief or current expectations of the management of InPoint Commercial Real Estate Income, Inc. (which we refer to herein as the "Company," "we," "our" or "us") based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not guarantees of future performance, and we caution stockholders not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under "Risk Factors" in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 14, 2025 (the "Annual Report") and subsequent Quarterly Reports on Form 10-Q, some of which are briefly summarized below:

We have paid past distributions from sources other than cash flows from operating activities, including from offering proceeds, which reduces the amount of cash we ultimately have to invest in assets, and some of our distributions have not been covered by net income; if we cannot generate sufficient cash flow from operations to fully fund distributions, some or all of our distributions may again be paid from these other sources, and if our net income does not cover our distributions, those distributions will dilute our stockholders' equity;
There is no current public trading market for our common stock, and we do not expect that such a market will develop. Therefore, repurchase of shares by us will likely be the only way for stockholders to dispose of their shares, and our SRP is currently suspended;
Even if our stockholders are able to sell their shares pursuant to our SRP in the future, or otherwise, they may not be able to recover the amount of their investment in our shares;
We have in the past and may in the future foreclose on certain of the loans we originate or acquire, which could result in losses that negatively impact our results of operations and financial condition;
As an owner of real estate, we are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate;
Our Advisor and our Sub-Advisor may face conflicts of interest in allocating personnel and resources between their affiliates;
None of our agreements with our Advisor, our Sub-Advisor or any affiliates of our Advisor or Sub-Advisor were negotiated at arm's-length; and
If we fail to continue to qualify as a REIT, our operations and distributions to stockholders will be adversely affected.

Forward-looking statements in this Quarterly Report on Form 10-Q reflect our management's view only as of the date of this Quarterly Report on Form 10-Q and may ultimately prove to be incorrect or false. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.

The following discussion and analysis relate to the three and six months ended June 30, 2025 and 2024 and as of June 30, 2025 and December 31, 2024. You should read the following discussion and analysis along with our unaudited consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q.

All dollar amounts are stated in thousands unless otherwise noted, except share data.

Overview

We are a Maryland corporation formed on September 13, 2016 to originate, acquire and manage an investment portfolio of CRE investments primarily comprised of CRE debt, including primarily floating-rate first mortgage loans and fixed rate mezzanine loans.

We may also invest in participations in CRE debt, floating-rate CRE securities such as CMBS, senior unsecured debt of publicly traded REITs and select equity investments in single-tenant, net leased properties. Substantially all of our business is conducted through our Operating Partnership, of which we are the sole general partner. We are externally managed by our Advisor, an indirect subsidiary of IREIC. Our Advisor has engaged the Sub-Advisor, a subsidiary of Sound Point CRE Management, LP, to perform certain services on behalf of the Advisor for us.

We have operated in a manner that allows us to qualify as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2017.

For a discussion of the history of the Company and its Private Offering, IPO, Second Public Offering and Preferred Stock Offering, please see "Note 1 - Organization and Business Operations" in the notes to our consolidated financial statements above. The IPO and the Second Public Offering are collectively referred to herein as the "Public Offerings".

Recent Developments

The CRE and CRE debt markets have improved as the Federal Reserve began lowering the interest rate in the second half of 2024 but signaled a pause to allow them to evaluate the impact of the implemented rate reductions. The Federal Reserve continues to predict two rate cuts during 2025, but it is uncertain when or if they will occur. The CRE debt market has been active with the stability of the lower interest rates. We believe the CRE debt markets will continue to be competitive and may become more active if the Federal Reserve lowers rates in the second half of 2025. If activity increases, interest rate spreads will likely tighten and should provide existing loans with more refinance opportunities. Office properties continue to see challenges as tenants adjust to the work from home arrangements. We do not believe this will improve during 2025.

We did not originate any new loans during 2024 or during the first six months of 2025 as we focused on maintaining our liquidity with several of our loans approaching maturity. During the second quarter of 2025, we funded $0.5 million and received paydowns of $10.5 million on existing loans. We also foreclosed on one loan with an outstanding principal balance of $38.9 million resulting in the acquisition of a multifamily property. During 2025, we will continue to focus on extending or restructuring our maturing loans with an emphasis on obtaining principal reductions or loan payoffs.

We continue to evaluate all loans on a quarterly basis and assign our internal risk rating with the majority of our loans continuing to perform as expected. Our primary focus continues to be on refinance risk and our CECL reserve will place emphasis on loans with maturity dates nine months forward from the reporting date.

Company Strategic Plan

The Company's management has been analyzing the portfolio impact of liquidating the real estate in the portfolio and potentially redeploying those proceeds into newly originated first mortgage loans. The goal is to position the portfolio in order to attempt to pursue a future strategic transaction when capital market conditions have improved, in order to maximize stockholder value and potentially provide our investors with access to some level of liquidity. There is no assurance that the Company will be able to successfully implement any strategic plan. We are continually impacted by evolving market conditions and other complex factors such as (i) the state of the commercial real estate market and financial markets, (ii) our ability to access additional capital or leverage and (iii) changes in general economic conditions such as high interest rates, among other factors. We will provide updates as the Company considers appropriate or as required under applicable law.

Q2 2025 Highlights

Operating Results:

Net income attributable to common stockholders was $1.6 million, or $0.16 per share, during the three months ended June 30, 2025, which included $1.0 million in reversal of credit losses.
During the second quarter of 2025, we declared gross distributions at an annual rate of $1.25 per common share, which represents an annualized rate of 7.8% on our aggregate NAV of $16.1070 as of June 30, 2025. Holders of Class D and Class T shares of common stock received less than the gross distribution amount after the deduction of stockholder servicing fees applicable to those classes.

Loan Portfolio:

We originated no loans during the three months ended June 30, 2025.
On May 1, 2025, we acquired legal title to a multifamily property located in Kansas City, MO (the "Kansas City property") through a non-judicial foreclosure transaction. The Kansas City property previously collateralized a senior loan with an amortized cost basis of $38.9 million with a CECL reserve of $0.1 million at the time of the acquisition. The Kansas City property was recorded at $38.9 million based on the estimated fair value at acquisition. On July 14, 2025, we entered into a contract for sale of the Kansas City property for a purchase price of $40.1 million and received $0.8 million earnest money from the buyer on July 18, 2025. The Kansas City property will be classified as held for sale once the buyer completes its due diligence of the asset. We expect to complete the sale of the Kansas City property in the third quarter of 2025.
Our loan portfolio decreased 8.6% to $503.9 million during the three months ended June 30, 2025. The decrease includes $10.5 million in loan repayments and a loan transferred on foreclosure to real estate owned of $38.9 million, partially offset by $0.5 million in advances on previously originated loans and $1.0 million of reversal of credit losses.
21 out of our 23 loans were current on their contractual interest payments during the three months ended June 30, 2025.
As of June 30, 2025, 2 out of our 23 loans were on nonaccrual status. After being placed on nonaccrual status, any cash collected, including any interest payments, on such loans is applied against their principal balance.

Capital Markets and Financing Activity:

We had net repayments of $40.0 million on our repurchase agreements during the three months ended June 30, 2025.
During the three months ended June 30, 2025, we paid a total of $4.6 million in distributions to common and preferred stockholders.

Significant Accounting Policies and Use of Estimates

Disclosures discussing all significant accounting policies are set forth in our Annual Report under the heading "Note 2 - Summary of Significant Accounting Policies." See "Note 2 - Summary of Significant Accounting Policies" for a discussion of changes to our significant accounting policies for the three months ended June 30, 2025.

Portfolio

Our strategy is to originate, acquire and manage an investment portfolio of CRE debt that is primarily floating rate and diversified based on the type and location of collateral securing the underlying CRE debt.

The charts below summarize our debt investments portfolio as a percentage of par value by type of rate, our total investment portfolio by investment type, including real estate owned ("REO") and our loan portfolio by collateral type and geographical region as of June 30, 2025 and December 31, 2024:

Floating vs. Fixed Rate Debt Investments:

June 30, 2025

December 31, 2024

All Investments by Type:

June 30, 2025

December 31, 2024

Loans by Property Type:


June 30, 2025


December 31, 2024

Loans by Region:

June 30, 2025

December 31, 2024

An investment's region is defined according to the below map based on the location of underlying property.

The changes in our loan portfolio by property type and by region as of June 30, 2025 compared to December 31, 2024 were primarily due to transfer of a loan to REO upon foreclosure and loans that were repaid by borrowers in ordinary course.

Commercial Mortgage Loans Held for Investment

As of
June 30, 2025

As of
December 31, 2024

Principal balance of first mortgage loans

$

500,576

$

549,303

Number of first mortgage loans

21

23

Principal balance of credit loans

$

13,380

$

13,380

Number of credit loans

2

2

Total balance of loans

$

513,956

$

562,683

Total number of loans

23

25

All-in yield (1)

7.2

%

7.6

%

Weighted average years to maximum maturity

1.4

1.8

____________

(1)
All-in yield is the present value of all future principal and interest payments on the loan and does not include any origination fees or deferred commitment fees. All-in yield also excludes the all-in yield for loans placed on nonaccrual status. All-in yield is calculated using the spread plus the values of the indices as of June 30, 2025.

The decrease in the size of our portfolio is primarily due to loan payoffs and foreclosure of a loan with no new loans originated during the six months ended June 30, 2025. The decrease in the all-in yield was primarily driven by the changes in the composition of loans in the portfolio.

The table below presents select loan information for each of our commercial mortgage loans as of June 30, 2025:

Origination
Date

Loan
Type
(1)

Principal
Balance
(2)

Cash Coupon (2)(3)

All-in
Yield
(2)(3)

Maximum Maturity (4)

State

Property
Type

LTV (5)

Risk
Rating
(6)

12/12/17

First mortgage

$

12,700

SOFR+4.70%

9.0

%

2/9/26 (7)

HI

Office

67.0

%

3

6/18/19

First mortgage

47,476

SOFR+2.75%

7.0

%

7/9/26

TX

Office

72.2

%

4

8/15/19

First mortgage

2,862

SOFR+4.20%

8.5

%

11/9/26 (8)

TN

Office

44.6

%

4

9/27/19

First mortgage

13,626

SOFR+3.10%

7.4

%

10/9/25

CA

Office

74.5

%

4

10/4/19

First mortgage

22,892

SOFR+2.90%

(2)

10/9/26 (9)

NC

Office

60.9

%

5

5/26/21

First mortgage

16,135

SOFR+3.10%

7.5

%

7/9/26

NV

Multifamily

79.6

%

2

11/12/21

First mortgage

25,696

SOFR+2.90%

7.3

%

11/9/26

TX

Multifamily

73.2

%

2

11/16/21

First mortgage

24,331

SOFR+3.05%

7.5

%

12/9/25

TX

Multifamily

73.7

%

4

11/17/21

First mortgage

25,625

SOFR+2.85%

7.3

%

12/9/26

SC

Multifamily

71.5

%

2

12/9/21

First mortgage

39,217

SOFR+3.05%

7.5

%

12/9/26

GA

Multifamily

71.7

%

2

12/15/21

First mortgage

25,655

SOFR+3.20%

7.6

%

1/9/27

OR

Multifamily

70.2

%

2

1/26/22

First mortgage

15,497

SOFR+3.55%

7.9

%

10/9/25

NJ

Industrial

63.1

%

3

1/28/22

First mortgage

15,260

SOFR+3.30%

7.6

%

2/9/27

NC

Multifamily

69.9

%

2

2/25/22

First mortgage

30,000

SOFR+3.04%

7.4

%

3/9/27

NY

Mixed Use

66.7

%

2

3/1/22

First mortgage

29,472

SOFR+3.40%

7.7

%

3/9/27

TX

Multifamily

77.7

%

2

3/25/22

First mortgage

17,096

SOFR+3.30%

7.6

%

4/9/27 (10)

FL

Industrial

69.7

%

4

4/7/22

First mortgage

15,227

SOFR+3.25%

7.6

%

4/9/27

SC

Multifamily

69.0

%

3

4/19/22

First mortgage

20,352

SOFR+3.40%

7.7

%

5/9/26

TX

Multifamily

76.3

%

3

6/13/22

First mortgage

51,223

SOFR+3.45%

7.8

%

6/9/27

TX

Multifamily

73.1

%

3

9/1/22

First mortgage

27,944

SOFR+3.90%

8.2

%

9/9/27

NC

Multifamily

63.4

%

2

11/17/22

First mortgage

22,290

SOFR+3.90%

8.2

%

12/9/27

AL

Multifamily

69.6

%

4

9/29/17

Credit

7,500

9.20%

9.2

%

10/11/27

NJ

Office

79.9

%

2

10/4/19

Credit

5,880

10.00%

(2)

10/6/24 (11)

NV

Office

75.2

%

5

$

513,956

7.2

%

70.9

%

(1)
First mortgage loans are first position mortgage loans and credit loans are mezzanine and subordinated loans.
(2)
As of June 30, 2025, an 80% undivided senior interest in each of loan numbers 1 and 5, which includes the right to receive priority interest payments at a rate of one-month term USD Secured Overnight Financing Rate ("SOFR")+2.00%, was sold by our Operating Partnership pursuant to a Loan Participation Agreement dated November 15, 2021. Our Operating Partnership has retained a 20% undivided subordinate interest in each of these loans.
(3)
Cash coupon is the stated rate on the loan. All-in yield is the present value of all future principal and interest payments on the loan and does not include any origination fees or deferred commitment fees. Loan numbers 5 and 23 are on nonaccrual basis as of
June 30, 2025 and excluded from the total. The total is the weighted average of the stated yield, excluding any default interest, as of June 30, 2025. Our first mortgage loans are all floating rate and each contains a minimum SOFR floor. As of June 30, 2025, the weighted average SOFR floor was 0.71%.
(4)
Maximum maturity assumes all extension options are exercised by the borrower, however loans may be repaid prior to such date.
(5)
Loan-to-value ("LTV") was determined at loan origination and is not updated for subsequent property valuations or loan modifications. The total is the weighted average LTV.
(6)
Risk rating is the internal risk rating assigned by the Sub-Advisor. See "Note 3 - Commercial Mortgage Loans Held for Investment," which is included in our notes to consolidated financial statements included in this Quarterly Report on Form 10-Q.
(7)
The loan matured on April 9, 2023 and was accruing default interest. On March 18, 2025, the Company extended the loan maturity date to February 9, 2026 to allow the borrower to obtain long-term financing or bridge financing to pay-off the existing loan. The property securing the loan is class A office and was 95% occupied as of June 2025.
(8)
The loan matures on November 9, 2026. The Company has reviewed the loan and based on the estimated LTV recorded a $1.2 million asset-specific CECL reserve as of June 30, 2025.
(9)
The loan had a maturity date of October 9, 2025. In February 2025, the Company was notified that the borrower was delinquent on paying the property manager and, as a result, the Company notified the borrower that they were in default of the loan agreement. The Company began foreclosure procedures in March 2025 and acquired the property through a non-judicial foreclosure transaction on July 2, 2025. The Company reviewed the loan and based on the estimated LTV recorded a $2.3 million asset-specific CECL reserve as of June 30, 2025. The loan had been on nonaccrual status since March 1, 2025.
(10)
The loan matured on April 9, 2025 and was paid off in July 2025.
(11)
The loan has no unfunded commitment and matured on October 6, 2024. The borrower is current on all debt service payments. On July 1, 2025, the Company entered into a forbearance and modification agreement with the borrower which extended the maturity date to December 31, 2025. In addition, the Company agreed to accept $2.3 million for the satisfaction of the loan balance plus all accrued and unpaid interest and lender fees. The borrower made a payment of $0.5 million in July 2025 that will be applied against the required amounts due. The Company has recorded a $3.2 million asset-specific CECL reserve on this loan as of June 30, 2025. The loan has been on nonaccrual status since July 1, 2024.

The following table allocates the loan principal balance and the net loan exposure based on our internal risk ratings as of June 30, 2025:

Risk Rating

Number of Loans

Principal Balance

Net Loan Exposure (1)

1

-

$

-

$

-

2

10

242,504

240,837

3

5

114,999

104,081

4

6

127,681

124,409

5

2

28,772

5,095

Total

23

$

513,956

$

474,422

Add: Unamortized (fees)/costs, net

$

1,232

Less: Allowance for credit losses

(11,309

)

Commercial mortgage loans at cost, net

$

503,879

(1)Net loan exposure excludes the amount of loan participation sold. See "Note 5 - Loan Participations Sold, Net." Further, net loan exposure is calculated net of the CECL reserve recorded on the loans. See "Note 3 - Commercial Mortgage Loans Held for Investment - Allowance for Credit Losses."

As of June 30, 2025 and December 31, 2024, we had borrowings under repurchase agreements totaling $317,852 and $360,677, respectively, and loan participations sold, net, of $47,753 and $48,524, respectively. During the six months ended June 30, 2025 and the year ended December 31, 2024, we had weighted average borrowings, which include borrowings under repurchase agreements and loan participations sold, net, of $372,679 and $459,902, respectively, and weighted average borrowing costs, which also include borrowings under repurchase agreements and loan participations sold, net, of 6.7% and 7.7%, respectively.

Real Property

2025 Acquisitions

During the six months ended June 30, 2025, we acquired the Kansas City property through a non-judicial foreclosure transaction. The Kansas City property previously collateralized a senior loan. The acquisition was accounted for as an asset acquisition under applicable

GAAP guidance. The Kansas City property was recorded on our consolidated balance sheet based on the estimated fair value at acquisition. The fair market value estimate was determined based on an appraisal performed by an independent third-party appraiser.

The following table shows additional information about the acquisition:

Kansas City, MO

Acquisition date

May 1, 2025

Number of properties

1

Property type

Multifamily

Amortized cost basis of loan as of acquisition date

$

38,933

CECL reserve as of acquisition date

$

68

Loan risk rating as of acquisition date

5

CECL reserve charge-off upon acquisition

$

68

We recognized a gain of $536 upon the foreclosure transaction, which represents total assets received, net of liabilities assumed, less carrying value of loan adjusted for interest, extension fee and CECL reserve.

On July 14, 2025, we entered into a contract for sale of the Kansas City property for a purchase price of $40,100 and received $780 earnest money from the buyer on July 18, 2025. The property will be classified as held for sale once the buyer completes its due diligence of the asset. We expect to complete the sale of the property in the third quarter of 2025.

2024 Acquisitions

During the year ended December 31, 2024, we acquired legal title to two office properties, one located in Addison, TX, and the other located in Irving, TX, and one multifamily property located in Portland, OR through non-judicial foreclosure transactions. The properties previously collateralized two senior loans. The acquisitions were accounted for as asset acquisitions under applicable GAAP guidance, and we intend to hold these properties as real estate held for use with the intent to eventually sell when the market improves. The properties were recorded on our consolidated balance sheet based on the estimated fair value at acquisition. The fair market value estimate was determined based on appraisals performed by independent third-party appraisers.

The following table shows additional information about the acquisitions:

Addison and Irving, TX

Portland, OR

Acquisition date

July 2, 2024

October 23, 2024

Number of properties

2

1

Property type

Office

Multifamily

Amortized cost basis of loan as of acquisition date

$

24,411

$

29,476

CECL reserve as of acquisition date

$

281

$

9,884

Loan risk rating as of acquisition date

5

5

CECL reserve charge-off upon acquisition

$

855

$

9,577

The following table shows selected data for our real estate in our portfolio as of June 30, 2025:

Property

Property Type

Location

Rentable Square Feet (RSF) / Number of Units

% Leased

REO 1

Office

Addison, TX

141,180

79.7

%

REO 2

Office

Irving, TX

100,359

57.3

%

REO 3

Multifamily

Portland, OR

64

56.3

%

REO 4

Multifamily

Kansas City, MO

200

87.0

%

Results of Operations

Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

Net Interest Income

Net interest income is generated on our interest-earning assets less related interest-bearing liabilities. The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the periods indicated:

Three months ended
June 30,

2025

2024

Average
Carrying
Value
(1)

Interest
Income/
Expense
(2)(3)

Weighted Average
Yield/Financing
Cost
(4)

Average
Carrying
Value
(1)

Interest
Income/
Expense
(2)(3)

Weighted Average
Yield/Financing
Cost
(4)

Interest-earning assets:

Commercial mortgage loans

$

531,535

$

10,128

7.5

%

$

708,783

$

14,401

8.0

%

Total/Weighted Average

$

531,535

$

10,128

7.5

%

$

708,783

$

14,401

8.0

%

Interest-bearing liabilities:

Repurchase agreements-
commercial mortgage loans

$

335,098

$

5,702

6.7

%

$

428,604

$

8,393

7.7

%

Credit facility-loans

-

-

-

5,949

133

8.8

%

Loan participations sold, net

28,242

402

5.6

%

57,006

830

5.8

%

Total/Weighted Average

$

363,340

$

6,104

6.6

%

$

491,559

$

9,356

7.5

%

Net interest income/spread

$

4,024

0.9

%

$

5,045

0.5

%

Average leverage % (5)

216.0

%

226.3

%

Weighted average levered yield (6)

9.5

%

9.2

%

(1)
Based on principal amount for repurchase agreements. Amounts are calculated based on the average daily balance. Loan participations sold excludes the participation interest related to the REO.
(2)
Includes the effect of amortization of premium or accretion of discount.
(3)
Interest income excludes $328 and $582 for the three months ended June 30, 2025 and 2024, respectively, related to bank deposits not included in the investment portfolio. Interest expense excludes $312 and $0 of participation payments for the three months ended June 30, 2025 and 2024, respectively, related to the REO.
(4)
Calculated as annualized interest income or expense divided by average carrying value.
(5)
Calculated by dividing total average interest-bearing liabilities by total average equity (total average interest-earning assets less total average liabilities).
(6)
Calculated by taking the sum of (i) the net interest spread multiplied by the average leverage and (ii) the weighted average yield on interest-earning assets.

The change in our average interest-earning assets and interest-bearing liabilities was due to the paydown of the principal balance as loans matured or were foreclosed on and the subsequent repayment of the amount financed for these loans. The change in the weighted average levered yield was primarily due to the change in the composition of the loans in the portfolio and the change in the composition of financing.

Revenue from Real Estate

Our revenue from real estate during the three months ended June 30, 2025 and 2024 was $1,887 and $0, respectively. The increase in revenue was primarily due to the acquisition of one property in May 2025 and three properties during the second half of 2024.

Operating Expenses

Operating expenses for the three months ended June 30, 2025 and 2024 consisted of the following:

Three months ended June 30,

2025

2024

Advisory fee

$

784

$

799

Amortization of debt finance costs

329

369

Directors compensation

19

19

Professional service fees

282

212

Real estate operating expenses

1,390

-

Depreciation and amortization

1,281

-

Other expenses

321

324

Total operating expenses

$

4,406

$

1,723

Total operating expenses for the three months ended June 30, 2025 and 2024 were $4,406 and $1,723, respectively. The primary driver of the increase in total operating expenses was the acquisition of one property in May 2025 and three properties during the second half of 2024.

Net Income

For the three months ended June 30, 2025 and 2024, our net income was $3,073 and $4,990, respectively. The decrease in net income was primarily due to a reduction in net interest income as the loan portfolio decreased and an increase in real estate operating expenses and depreciation and amortization, partially offset by an increase in revenue from real estate.

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Net Interest Income

Net interest income is generated on our interest-earning assets less related interest-bearing liabilities. The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the periods indicated:

Six months ended June 30,

2025

2024

Average
Carrying
Value
(1)

Interest
Income/
Expense
(2)(3)

Weighted
Average
Yield/Financing
Cost
(4)

Average
Carrying
Value
(1)

Interest
Income/
Expense
(2)(3)

Weighted
Average
Yield/Financing
Cost
(4)

Interest-earning assets:

Commercial mortgage loans

$

544,198

$

20,579

7.5

%

$

714,388

$

28,875

8.0

%

Total/Weighted Average

$

544,198

$

20,579

7.5

%

$

714,388

$

28,875

8.0

%

Interest-bearing liabilities:

Repurchase agreements - commercial mortgage loans

$

344,132

$

11,738

6.8

%

$

434,711

$

17,031

7.7

%

Credit facility-loans

-

-

-

7,725

345

8.8

%

Loan participations sold, net

28,547

857

6.0

%

57,116

1,456

5.0

%

Total/Weighted Average

$

372,679

$

12,595

6.7

%

$

499,552

$

18,832

7.5

%

Net interest income/spread

$

7,984

0.8

%

$

10,043

0.5

%

Average leverage % (5)

217.3

%

232.5

%

Weighted average levered yield (6)

9.3

%

9.2

%

(1)
Based on principal amount for repurchase agreements. Amounts are calculated based on the average daily balance.
(2)
Includes the effect of amortization of premium or accretion of discount.
(3)
Interest income excludes $936 and $1,220 for the six months ended June 30, 2025 and 2024, respectively, related to bank deposits not included in the investment portfolio. Interest expense excludes $621 and $0 of participation payments for the six months ended June 30, 2025 and 2024, respectively, related to the REO.
(4)
Calculated as annualized interest income or expense divided by average carrying value.
(5)
Calculated by dividing total average interest-bearing liabilities by total average equity (total average interest-earning assets less total average liabilities).
(6)
Calculated by taking the sum of (i) the net interest spread multiplied by the average leverage and (ii) the weighted average yield on interest-earning assets.

The change in our average interest-earning assets and interest-bearing liabilities was due to loan maturities and payoffs. The change in the weighted average levered yield was primarily due to the change in the composition of loans in the portfolio and the change in the composition of financing.

Revenue from Real Estate

Our revenue from real estate during the six months ended June 30, 2025 and 2024, was $3,415 and $0, respectively. The increase in revenue was primarily due to the acquisition of one property in May 2025 and three properties during the second half of 2024.

Operating Expenses

Operating expenses for the six months ended June 30, 2025 and 2024 consisted of the following:

Six months ended June 30,

2025

2024

Advisory fee

$

1,573

$

1,604

Amortization of debt finance costs

672

772

Directors compensation

38

39

Professional service fees

549

493

Real estate operating expenses (1)

2,045

-

Depreciation and amortization

2,209

-

Other expenses

655

715

Total operating expenses

$

7,741

$

3,623

____________

(1)
The amount for the six months ended June 30, 2025 is presented net of $408 in employee retention credits received during the period. These credits relate to the Renaissance O'Hare property that we owned from August 20, 2020 through September 28, 2023.

Total operating expenses for the six months ended June 30, 2025 and 2024 were $7,741 and $3,623, respectively. The primary driver of the increase in total operating expenses was the acquisition of one property in May 2025 and three properties during the second half of 2024.

Net Income

For the six months ended June 30, 2025 and 2024, our net income was $7,021 and $8,389, respectively. The decrease in net income was primarily due to a reduction in net interest income as the loan portfolio decreased and an increase in real estate operating expenses and depreciation and amortization, partially offset by an increase in revenue from real estate and a decrease in the CECL reserve.

Non-GAAP Financial Measures

Funds from Operations and Modified Funds from Operations

We use Funds from Operations ("FFO"), a widely accepted metric, to evaluate our performance. FFO provides a supplemental measure to compare our performance and operations to other REITs. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts ("NAREIT") has promulgated a standard known as FFO, which it believes more accurately reflects the operating performance of a REIT. As defined by NAREIT, FFO means net income (loss) attributable to common stockholders computed in accordance with GAAP, excluding gains (or losses) from sales of operating property, plus depreciation and

amortization and after adjustments for unconsolidated entities. In addition, NAREIT has further clarified the FFO definition to add-back impairment write-downs of depreciable real estate or of investments in unconsolidated entities that are driven by measurable decreases in the fair value of depreciable real estate and to exclude the earnings impacts of cumulative effects of accounting changes. We have adopted the NAREIT definition for computing FFO.

Due to the unique features of publicly registered, non-listed REITs, the Institute for Portfolio Alternatives ("IPA"), an industry trade group, published a standardized measure known as Modified Funds from Operations ("MFFO"), which the IPA has promulgated as a supplemental measure for publicly registered non-listed REITs and which may be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT.

The IPA defines MFFO as FFO adjusted for acquisition fees and expenses, amounts relating to straight line rents and amortization of premiums on debt investments, non-recurring impairments of real estate-related investments, mark-to-market adjustments included in net income, non-recurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures.

We define MFFO in accordance with the concepts established by the IPA and adjust FFO for certain items, such as amortization of premium and discounts on real estate securities. We purchase real estate securities at a premium or discount to par value, and in accordance with GAAP, record the amortization of premium/accretion of the discount to interest income. We believe that excluding the amortization of premiums and discounts provides better insight to the expected contractual cash flows. We also adjust FFO for gains or losses on preferred stock repurchases, when/if they occur, because we do not consider these gains or losses to be a measure of our operating performance. In addition, we adjust FFO for unrealized gains or losses on real estate securities. Any mark-to-market or fair value adjustments are based on general market or overall industry conditions and may be temporary in nature.

Because MFFO may be a recognized measure of operating performance within the non-listed REIT industry, MFFO and the adjustments used to calculate it may be useful in order to evaluate our performance against other non-listed REITs. Like FFO, MFFO is not equivalent to our net income or loss as determined under GAAP, as detailed in the table below, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we continue to acquire a significant amount of investments.

Our presentation of FFO and MFFO may not be comparable to other similarly titled measures presented by other REITs. We believe that the use of FFO and MFFO provides a more complete understanding of our operating performance to stockholders and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs. Neither FFO nor MFFO is intended to be an alternative to "net income" or to "cash flows from operating activities" as determined by GAAP as a measure of our capacity to pay distributions. Management uses FFO and MFFO to compare our operating performance to that of other REITs and to assess our operating performance.

Neither the SEC, any other regulatory body nor NAREIT has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, another regulatory body or NAREIT may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.

Our FFO and MFFO are calculated as follows:

Three months ended June 30,

Six months ended June 30,

2025

2024

2025

2024

Net income attributable to common stockholders

$

1,577

$

3,494

$

4,030

$

5,398

Depreciation and amortization

1,281

-

2,209

-

Funds from operations (FFO) attributable to common stockholders

$

2,858

$

3,494

$

6,239

$

5,398

Amortization of debt financing costs

$

329

$

369

$

672

$

772

Reversal of credit losses

(1,016

)

(1,086

)

(2,512

)

(749

)

Amortization of acquired lease intangibles, net

(19

)

-

(37

)

-

Straight-line expense, net

(169

)

-

(279

)

-

Realized gain on disposition of commercial loan

(536

)

(536

)

Modified funds from operations (MFFO) attributable to common stockholders

$

1,447

$

2,777

$

3,547

$

5,421

Net Asset Value

Our NAV for each class of shares is based on the net asset values of our investments, the addition of any other assets (such as cash on hand) and the deduction of any liabilities, including the allocation/accrual of any performance participation and any stockholder servicing fees applicable to such class of shares. The Advisor is responsible for reviewing and confirming our NAV, as well as overseeing the process around the calculation of our NAV, in each case, as calculated by the independent valuation advisor. See "Valuation Guidelines" below for further information regarding our valuation policies used to determine our NAV.

The following table provides a breakdown of the major components of our total net asset value attributable to common stock as of June 30, 2025 ($ and shares in thousands):

Components of NAV

As of
June 30, 2025

Commercial mortgage loans

$

508,490

Real estate owned

82,612

Cash and cash equivalents and restricted cash

27,025

Other assets

5,455

Repurchase agreements - commercial mortgage loans

(317,852

)

Loan participations sold

(47,753

)

Due to related parties

(1,481

)

Distributions payable

(1,052

)

Interest payable

(2,216

)

Accrued stockholder servicing fees (1)

(251

)

Other liabilities

(2,234

)

Preferred stock

(87,772

)

Net asset value attributable to common stock

$

162,971

Number of outstanding common shares

10,118

(1)
Stockholder servicing fees only apply to Class T, Class S, and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class T, Class S, and Class D shares. As of June 30, 2025, we had accrued under GAAP $645 of stockholder servicing fees payable to the Dealer Manager related to the Class T and Class D shares sold. As of June 30, 2025, we had not sold any Class S shares and, therefore, we had not accrued any stockholder servicing fees payable to the Dealer Manager related to Class S shares. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers.

The following table provides a breakdown of our total net asset value attributable to common stock and NAV per share by share class as of June 30, 2025 ($ and shares in thousands, except per share data):

Common Stock

NAV Per Share

Class P

Class A

Class T

Class S

Class D

Class I

Total

Monthly NAV

$

137,819

$

12,044

$

4,725

$

-

$

776

$

7,605

$

162,971

Number of outstanding shares

8,563

746

290

-

48

471

10,118

NAV per share as of June 30, 2025

$

16.0951

$

16.1473

$

16.2720

$

-

$

16.1658

$

16.1477

$

16.1070

The following table reconciles stockholders' equity per our consolidated balance sheet to our NAV ($ in thousands):

Reconciliation of Stockholders' Equity to NAV

As of
June 30, 2025

Stockholders' equity per GAAP

$

243,344

Adjustments:

Unamortized stockholder servicing fee and other expenses

385

Related party receivable

(1,023

)

Real estate owned non-cash adjustments

3,321

Credit losses reserve - non-specific portion

4,716

Net asset value

$

250,743

Preferred Stock Adjustments:

Preferred stock liquidation value

(88,614

)

Unamortized preferred stock offering costs

842

Net asset value attributable to common stock

$

162,971

Valuation Guidelines

Our Board, including a majority of our independent directors, has adopted valuation guidelines that contain a comprehensive set of methodologies to be used by our Advisor, with the assistance of our Sub-Advisor, and our independent valuation advisor in connection with estimating the values of our assets and liabilities for purposes of our NAV calculation. From time to time, our Board, including a majority of our independent directors, may adopt changes to the valuation guidelines if it (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. In connection with carrying out its responsibility to determine our NAV, our Advisor may delegate certain tasks to our Sub-Advisor. Our Advisor, however, is ultimately responsible for the NAV determination process.

The calculation of our NAV is intended to be a calculation of the value of our assets less our outstanding liabilities for the purpose of establishing a purchase and repurchase price for our shares of common stock and may differ from our financial statements. NAV is not a measure used under GAAP and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV will differ from GAAP.

Our Advisor calculates the fair value of our assets in accordance with our valuation guidelines. Because these fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of our assets may differ from their actual realizable value or future fair value. Furthermore, no rule or regulation requires that we calculate NAV in a certain way. While we believe our NAV calculation methodologies are consistent with standard industry principles, there is no established practice among public REITs, whether listed or not, for calculating NAV in order to establish a purchase and repurchase price. As a result, other public REITs may use different methodologies or assumptions to determine NAV.

Our Independent Valuation Advisor

With the approval of our Board, including a majority of our independent directors, we have engaged BDO USA, P.C. to serve as our independent valuation advisor. Our Advisor, with the approval of our Board, including a majority of our independent directors, may engage additional independent valuation advisors in the future as our portfolio grows. At the end of each month, the independent valuation advisor reviews the calculation of our monthly NAV. The independent valuation advisor is not responsible for our NAV, and performs its services based solely on information received from us, our Advisor and our Sub-Advisor. Our Advisor, and not the independent valuation advisor, is ultimately responsible for the determination of our NAV.

Our independent valuation advisor may be replaced at any time, in accordance with agreed-upon notice requirements, by a majority vote of our Board, including a majority of our independent directors. We will promptly disclose any changes to the identity or role of the independent valuation advisor in reports we publicly file with the SEC. Our independent valuation advisor discharges its responsibilities in accordance with our valuation guidelines. Our Board is not involved in the monthly valuation of our assets and liabilities, but periodically receives and reviews such information about the valuation of our assets and liabilities as it deems necessary to exercise its oversight responsibility.

We have agreed to pay fees to our independent valuation advisor upon its delivery to us of its review reports. We have also agreed to indemnify our independent valuation advisor against certain liabilities arising out of this engagement. The compensation we pay to our independent valuation advisor is not based on the estimated values of our loans or our NAV.

Our independent valuation advisor may from time to time in the future perform other commercial real estate and financial advisory services for our Advisor or Sub-Advisor and their affiliates, so long as such other services do not adversely affect the independence of the independent valuation advisor.

Valuation of Investments

The majority of our investments consist of CRE debt intended to be held to maturity. We may also invest in real estate and other real estate-related assets and liquid non-real estate-related assets. Real estate-related assets include CRE securities, such as CMBS and CRE CLOs, and unsecured debt of publicly traded REITs. Our liquid non-real estate-related assets may include credit rated government and corporate debt securities, publicly traded equity securities and cash and cash equivalents.

Our Advisor seeks to determine the fair value of investments as of the last day of each month. Fair value determinations are based upon all available inputs that our Advisor deems relevant, including, but not limited to, indicative dealer quotes, values of like securities, discounted cash flow analysis, and valuations prepared by third-party valuation services. However, determination of fair value involves subjective judgments and estimates.

Mortgage Loans, Participations in Mortgage Loans and Mezzanine Loans. Our Advisor estimates the fair value of our loan portfolio in accordance with the methodologies contained in our valuation guidelines approved by our Board. In general, the loan portfolio will be valued at amortized cost, subject to impairment testing. Beginning January 1, 2023, we have been required under GAAP to record a Current Expected Credit Loss ("CECL") reserve on the CRE debt portfolio that will be adjusted at least quarterly. The analytical portion (which is based on a probability-weighted quantitative analytical model that considers the likelihood of default and loss-given-default for each individual loan) of the CECL reserve is excluded from the value of the loans. The value of the loans does include any specific reserves for collateral-dependent loans included in the CECL reserve amount. We believe this methodology is consistent with institutional valuation practices and provides an appropriate valuation for purposes of establishing a purchase and repurchase price for our shares of common stock as it relates to assets that are intended to be held to maturity.
Real Estate-Related Securities and Derivatives.Our real estate-related securities investments will generally focus on non-distressed public and private real estate debt, including, but not limited to, CMBS and other forms of debt. Additionally, we may make open market purchases of common stock in public equity REITs. We may also invest in derivatives. Our principal investments in derivative instruments may include investments in interest rate swaps, interest rate cap or floor contracts, futures or forward contracts, options or repurchase agreements. Our real estate-related securities and derivative investments are recorded at fair market value in our financial statements, in accordance with ASC Topic 820. The valuation of these assets is obtained from market quotations obtained from third-party pricing service providers or broker-dealers. Pursuant to the valuation guidelines adopted by our Board, if market quotations are not readily available (or are otherwise not reliable for a particular investment), the fair value is determined in good faith by our Advisor. Due to the inherent uncertainty of these estimates, estimates of fair value may differ from the values that would have been used had a ready market for these investments existed and the differences could be material. Market quotes are considered not readily available in circumstances where there is an absence of current or reliable market-based data (e.g., trade information, bid/ask information, or broker-dealer quotations). Our Board has delegated to our Advisor the responsibility for monitoring significant events that may materially affect the values of our real estate-related securities and derivative investments and for determining whether the value of the applicable investments should be reevaluated in light of such significant events.
Valuation of Liquid Non-Real Estate-Related Assets. Our liquid non-real estate-related assets are recorded at fair market value in our financial statements, in accordance with ASC Topic 820. The valuation of these assets is based on market prices obtained from third-party pricing services or as published in nationally recognized sources such as Bloomberg.

Valuation of Properties

Wholly Owned Properties. For real properties we own, our Advisor has developed a valuation plan with the objective of having each of our wholly owned properties valued at least annually by an appraisal, except for newly acquired properties as described below, with appraisals scheduled over the course of a year. We rely on property-level information provided by our Advisor, including but not limited to (1) historical and projected operating revenues and expenses of the property, (2) lease agreements with respect to the property and (3) information regarding recent or planned capital expenditures. Appraisals will be performed in accordance with the Internal Revenue Code of Ethics and the Uniform Standards of Professional Appraisal Practices, the real estate appraisal industry standards created by The Appraisal Foundation. Each appraisal must be reviewed, approved and signed by an individual with the professional designation of MAI (Member of the Appraisal Institute). Newly acquired wholly owned properties will initially be valued at cost and thereafter will join the annual appraisal cycle during the year following the first full calendar year in which we own the property. Development assets, if any, will be valued at cost plus capital expenditures and will join the annual appraisal cycle upon stabilization.
Acquisition costs and expenses incurred in connection with the acquisition of multiple wholly owned properties that are not directly related to any single wholly owned property generally will be allocated among the applicable wholly owned properties pro rata based on relative values. Properties purchased as a portfolio or held in a joint venture that acquires properties over time may be valued as a single asset. Each individual appraisal report for our assets will be addressed solely to our company to assist in providing our monthly portfolio valuation.

Our valuation reports are not addressed to the public and may not be relied upon by any other person to establish an estimated value of our common stock and do not constitute a recommendation to any person to purchase or sell any shares of our common stock. In preparing our NAV calculation, our Advisor does not solicit third-party indications of interest for our common stock in connection with possible purchases thereof or the acquisition of all or any part of our company. Real estate appraisals are reported on a free and clear basis (for example no mortgage), irrespective of any property-level financing that may be in place. The primary methodology used to value properties is the income approach, whereby value is derived by determining the present value of an asset's stream of future cash flows (for example, discounted cash flow analysis). Consistent with industry practices, the income approach incorporates subjective judgments regarding comparable rental and operating expense data, the capitalization or discount rate, and projections of future rent and expenses based on appropriate evidence. Other methodologies that may also be used to value properties include sales comparisons and replacement cost approaches. Because the appraisals involve subjective judgments, the fair value of our assets, which is included in our NAV, may not reflect the liquidation value or net realizable value of our properties.

Properties Held Through Joint Ventures. Properties held through joint ventures will be valued in a manner that is consistent with the guidelines described above for wholly owned properties. Once the value of a property held by the joint venture is determined by an independent appraisal, the value of our interest in the joint venture is then determined by applying the distribution provisions of the applicable joint venture agreements to the value of the underlying property held by the joint venture.

Liabilities

We include the fair value of our liabilities as part of our NAV calculation. Our liabilities generally include portfolio-level credit facilities, the fees payable to our Advisor and the Dealer Manager, accounts payable, accrued operating expenses, property-level mortgages, reserves for future liabilities and other liabilities. All liabilities are valued using widely accepted methodologies specific to each type of liability. Our debt is typically valued at fair value in accordance with GAAP. Our aggregate monthly NAV will be reduced to reflect the accrual of the liability to pay any declared (and unpaid) distributions for all classes of common stock. Liabilities allocable to a specific class of shares will only be included in the NAV calculation for that class.

NAV and NAV Per Share Calculation

Each class of our common stock, including Class P common stock that was not offered to the public, has an undivided interest in our assets and liabilities, other than class-specific liabilities. Our NAV is calculated by the independent valuation advisor for each of these classes. Our Advisor is responsible for reviewing and confirming our NAV, and overseeing the process around the calculation of our NAV, in each case, as calculated by the independent valuation advisor. Because stockholder servicing fees allocable to a specific class of shares will only be included in the NAV calculation for that class, the NAV per share for our share classes may differ.

At the end of each month, before taking into consideration class-specific expense accruals for that month, any change in our aggregate NAV (whether an increase or decrease) is allocated among each class of shares based on each class's relative percentage of the previous aggregate NAV plus issuances of shares that were effective on the first business day of such month and issuances of shares under our DRP and less repurchases under our SRP during such month. The NAV calculation is generally available within 15 calendar days after the end of the applicable month. Changes in our monthly NAV include, without limitation, accruals of our net portfolio income, interest expense, the management fee, any accrued performance fee, distributions, unrealized/realized gains and losses on assets, provisions for credit losses recorded on specific loans, any applicable organization and offering costs and any expense reimbursements. Changes in our monthly NAV also include material non-recurring events, such as capital expenditures and material property acquisitions and dispositions occurring during the month. On an ongoing basis, our Advisor will adjust the accruals to reflect actual operating results and the outstanding receivable, payable and other account balances resulting from the accumulation of monthly accruals for which financial information is available.

For the purpose of calculating our NAV, offering costs are expenses we incur as we raise proceeds in our public and private offerings. For GAAP purposes, these costs are deducted from equity when incurred. For the NAV calculation, all of the offering costs from our public and private offerings incurred through July 17, 2019 (the "NAV Pricing Date") were added back to equity and amortized into equity monthly over the 60 months beginning with the first full month that follows the NAV Pricing Date. Following the NAV Pricing Date, offering costs are included in the NAV calculation as and when incurred.

Following the aggregation of the NAV of our investments, the addition of any other assets (such as cash on hand) and the deduction of any other liabilities, the independent valuation advisor incorporates any class-specific adjustments to our NAV, including additional issuances and repurchases of our common stock and accruals of class-specific stockholder servicing fees. For each applicable class of shares, the stockholder servicing fees are calculated as a percentage of the aggregate NAV for such class of shares. NAV per share for each class is calculated by dividing such class's NAV at the end of each month by the number of shares outstanding for that class at the end of such month.

The combination of the Class A NAV, Class T NAV, Class S NAV, Class D NAV, Class I NAV and Class P NAV equals the value of our assets less our liabilities, which include certain class-specific liabilities. Our Advisor calculates the value of our investments as directed by our valuation guidelines based upon values received from various sources, including independent valuation services. Our Advisor, with assistance from our Sub-Advisor, is responsible for information received from third parties that is used in calculating our NAV.

Limits on the Calculation of Our Per Share NAV

The overarching principle of our valuation guidelines is to produce reasonable estimated values for each of our investments (and other assets and liabilities). However, the majority of our assets consist of real estate loans and, as with any real estate valuation protocol and as described above, the valuation of our loans (and other assets and liabilities) is based on a number of judgments, assumptions and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would likely result in a different estimate of the value of our real estate loans (and other assets and liabilities). Any resulting potential disparity in our NAV per share may be in favor of stockholders whose shares are repurchased, existing stockholders or new purchasers of our common stock, as the case may be, depending on the circumstances at the time (for cases in which our transaction price is based on NAV).

Additionally, while the methodologies contained in our valuation guidelines are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a significant disruption in relevant markets, a terrorist attack or an act of nature), our ability to calculate NAV may be impaired or delayed, including, without limitation, circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents upon which we may rely upon in determining the monthly value of our NAV. In these circumstances, a more accurate valuation of our NAV could be obtained by using different assumptions or methodologies. Accordingly, in special situations when, in our Advisor's reasonable judgment, the administration of the valuation guidelines would result in a valuation that does not represent a fair and accurate estimate of the value of our investment, alternative methodologies may be applied, provided that our Advisor must notify our Board at the next scheduled board meeting of any alternative methodologies utilized and their impact on the overall valuation of our investment. We include no discounts to our NAV for the illiquid nature of our shares, including the limitations under our SRP and our ability to suspend or terminate our SRP at any time. Our NAV generally does not consider exit costs that would likely be incurred if our assets and liabilities were liquidated or sold. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges. Our NAV does not represent the fair value of our assets less liabilities under GAAP.

Liquidity and Capital Resources

Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to pay distributions to our stockholders, fund investments, originate loans, repay borrowings, and other general business needs including the payment of our operating and administrative expenses.

Our primary sources of funds for liquidity consist of net cash provided by operating activities, repayments of our outstanding loans by borrowers, proceeds from repurchase agreements and other financing arrangements, future issuances of equity and/or debt securities and any follow-on public offerings of common stock. As of June 30, 2025, we had $27 million in cash, $208 million in available capacity on our borrowing facilities and $20 million in available borrowing capacity from our revolving credit letter agreements with IREIC and Sound Point.

Our primary liquidity needs include advances on our current loan portfolio, commitments to repay the principal and interest on our borrowings, funding our operations, distributions to our stockholders and originating any new loans. We believe we have sufficient liquidity to meet our current needs. In the future we may seek additional sources of liquidity to fund our growth which may include the sale of common or preferred stock or additional financing through repurchase agreements, collateralized loan obligations, sale of loan participations or other borrowings.

Cash Flow Analysis

Six months ended June 30,

2025

2024

Net cash provided by operating activities

$

6,072

$

7,916

Net cash provided by investing activities

10,671

38,187

Net cash used in financing activities

(54,267

)

(55,689

)

Net decrease in cash and cash equivalents

$

(37,524

)

$

(9,586

)

We experienced a net decrease in cash and cash equivalents of $37,524 for the six months ended June 30, 2025 compared to a net decrease of $9,586 for the six months ended June 30, 2024. During the six months ended June 30, 2025, we funded $1,498 on existing mortgage loans, received $11,835 in principal payments from our loans, paid down $42,825 on our borrowing facilities, and paid distributions of $9,293.

Repurchase Agreements and Credit Facilities

On February 15, 2018, we, through our wholly owned subsidiary, entered into a master repurchase agreement (the "Atlas Repo Facility") with Column Financial, Inc. as administrative agent for certain of its affiliates. As our business grew, we extended the maturity date of the Atlas Repo Facility. The most recent extension was in November 2023 for a twelve-month term and the maximum advance amount was reduced to $100,000. On February 8, 2023, Column Financial, Inc. and affiliated parties sold and assigned their interest in the Atlas Repo Facility to Atlas Securitized Products Investments 2, L.P. with no changes to the terms of the Atlas Repo Facility. Advances under the Atlas Repo Facility accrued interest at a per annum rate equal to SOFR plus 2.50% to 3.00% with a 0.15% to 0.25% floor. We paid off the outstanding balance on the Atlas Repo Facility in May 2023. The Atlas Repo Facility matured on November 8, 2024 and we chose not to extend the line as we did not believe it was needed.

On May 6, 2019, we, through our wholly owned subsidiary, entered into an uncommitted master repurchase agreement (the "JPM Repo Facility") with JPMorgan Chase Bank, National Association ("JPM"). The JPM Repo Facility provides up to $150,000 in advances that we expect to use to finance the acquisition or origination of eligible loans and participation interests therein. Advances made prior to December 2021 under the JPM Repo Facility accrue interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of between 1.75% to 2.50% with no floor, depending on the attributes of the purchased assets. Advances made subsequent to December 2021 under the JPM Repo Facility accrue interest at per annum rates equal to the sum of SOFR plus an agreed upon margin. As of June 30, 2025, all of the advances made under the JPM Repo Facility were indexed to SOFR and have margins between 1.85% and 2.85% with a floor between 0.00% and 2.00%. In May 2022, the maturity date of the JPM Repo Facility was extended to May 6, 2023. On May 5, 2023, we entered into an amendment that extended the maturity date to May 6, 2026, with the option to extend the maturity date further to May 6, 2028 subject to two optional one-year extensions. The amendment also increased the maximum facility amount to $526,076. We used the increased capacity to pay off the balance on the Atlas Repo Facility. The JPM Repo Facility is subject to certain financial covenants. We were in compliance with all financial covenant requirements as of June 30, 2025 and December 31, 2024.

On March 10, 2021, we, through our wholly owned subsidiary, entered into a credit facility with Western Alliance Bank (the "WA Credit Facility"). The WA Credit Facility provided for loan advances up to the lesser of $75,000 or the borrowing base. The borrowing base consisted of eligible assets pledged to and accepted by Western Alliance in its discretion up to the lower of (i) 60% to 70% of loan-to-unpaid balance or (ii) 45% to 50% of the loan-to-appraised value (depending on the property type underlying the asset, for both (i) and (ii)). Assets that would otherwise be eligible became ineligible after being pledged as part of the borrowing base for 36 months. Advances under the WA Credit Facility accrued interest at an annual rate equal to one-month LIBOR plus 3.25% with a floor of 0.75%. The initial maturity date of the WA Credit Facility was March 10, 2023. On March 9, 2023, we extended the maturity date of the WA Credit Facility to March 10, 2025, modified that loan advances are up to the lesser of $40,000 or the borrowing base, and changed the index rate from LIBOR to SOFR. In addition, the spread increased to 3.50% and the floor to 2.50%. We had an option to convert the loan made pursuant to the WA Credit Facility upon its initial maturity to a term loan with the same interest rate and floor and a maturity of two years in exchange for, among other things, a conversion fee of 0.25% of the outstanding amount at the time of conversion. The WA Credit Facility required maintenance of an average unrestricted aggregate deposit account balance with Western Alliance of not less than $3,750 until the calendar quarter ended on June 30, 2023 and not less than $5,000 commencing with the calendar quarter ended on September 30, 2023. Failure to meet the minimum deposit balance resulted in, among other things, the interest rate of the WA Credit Facility increasing by 0.50% per annum for each quarter in which the compensating balances were not maintained. We paid off the outstanding balance on the WA Credit Facility in May 2024. We decided the WA Credit Facility was no longer necessary and chose not to renew it when it matured on March 10, 2025.

The JPM Repo Facility, Atlas Repo Facility (prior to its maturity) and WA Credit Facility (prior to its maturity) (collectively, the "Facilities") are used to finance eligible loans and act in the manner of a revolving credit facility that can be repaid as our assets are paid off and re-drawn as advances against new assets.

The tables below show our Facilities as of June 30, 2025 and December 31, 2024:

June 30, 2025

Weighted Average

Committed Financing

Amount
Outstanding
(1)

Accrued
Interest
Payable

Collateral
Pledged

Interest
Rate

Days to
Maturity

JPM Repo Facility

$

526,076

$

317,852

$

771

$

448,496

6.72

%

1,041

Total Repurchase Facilities - commercial mortgage loans

$

526,076

$

317,852

$

771

$

448,496

6.72

%

1,041

December 31, 2024

Weighted Average

Committed Financing

Amount
Outstanding
(1)

Accrued
Interest
Payable

Collateral
Pledged

Interest
Rate

Days to
Maturity

JPM Repo Facility

$

526,076

$

360,677

$

958

$

496,287

6.79

%

1,222

Total Repurchase Facilities - commercial mortgage loans

526,076

360,677

958

496,287

6.79

%

1,222

WA Credit Facility

40,000

-

-

-

-

69

$

566,076

$

360,677

$

958

$

496,287

6.79

%

1,222

(1)
Excludes $0 of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024.

Loan Participations Sold

On November 15, 2021, we sold a non-recourse senior participation interest in nine first mortgage loans to a third party. Under the loan participation agreement, in the event of default by the underlying mortgagor, any amounts paid are first allocated to the third party before any amounts are allocated to our subordinate interest. As the directing participant in the loan participation agreement, we are entitled to exercise, without the consent of the third party, each of the consent approval and control rights under the applicable underlying mortgage loan documents with a few exceptions. We require the third party's approval for any modification or amendment to the loan, a bankruptcy plan for an underlying mortgagor where the third party would incur an out-of-pocket loss, or any transfer of the underlying mortgaged property if our approval is required by the underlying mortgage documents. We remain the directing participant unless certain conditions are met related to losses on the property or if the mortgagor is one of our affiliates. In the former case, we may post cash or short-term U.S. government securities as collateral to retain the rights of the directing participant.

The third party, as the senior participation interest holder, receives interest and principal payments from the borrower until they receive the amounts to which they are entitled. All expenses or losses on the underlying mortgages are allocated first to us and then to the third party. If the underlying mortgage is in default, we will have the option to purchase the third party's participation interest and remove it from the loan participation agreement.

On July 2, 2024, we acquired legal title to two office properties through non-judicial foreclosure transactions. The underlying loan was subject to the loan participation agreement. Upon foreclosure, we are still subject to the participation payments to the third party. Such payments are based on the underlying properties' net income before depreciation adjusted for any non-cash revenue. If the monthly payment exceeds the interest due under the participation agreement, the excess is paid to the third party and recorded as a reduction of accrued and unpaid interest first and then as a reduction of the principal. If the monthly payment is less than the interest due under the participation agreement, the shortfall is accrued as interest payable.

The following tables detail our loan participations sold as of June 30, 2025 and December 31, 2024:

June 30, 2025

Loan Participations Sold

Count

Principal Balance

Book Value

Yield/Cost (1)

Guarantee (2)

Weighted Average Maximum Maturity (4)

Total Loans

2

$

35,592

$

35,760

SOFR+1.7%

n/a

0.61

Senior participations (3) (5)

3

$

47,753

$

47,753

SOFR+2.0%

n/a

0.61

December 31, 2024

Loan Participations Sold

Count

Principal Balance

Book Value

Yield/Cost (1)

Guarantee (2)

Weighted Average Maximum Maturity (4)

Total Loans

2

$

36,528

$

29,294

SOFR+3.6%

n/a

0.77

Senior participations (3) (5)

3

$

48,524

$

48,524

SOFR+2.0%

n/a

0.77

____________

(1)
The yield/cost is the present value of all future principal and interest payments on the loan or participation interest and does not include any origination fees or deferred commitment fees. The yield/cost excludes maturity default interest and interest on loans placed on nonaccrual status.
(2)
As of June 30, 2025 and December 31, 2024, the loan participations sold were non-recourse to us.
(3)
During the six months ended June 30, 2025 and 2024, we recorded $1,478 and $1,456, respectively, of interest expense related to loan participations sold.
(4)
Based on the furthest maximum maturity date of all the loans subject to the participation agreement.
(5)
Includes participation interest related to the foreclosed properties described above.

Revolving Credit Liquidity Letter Agreements

IREIC, our sponsor, and Sound Point have agreed under separate letter agreements dated July 20, 2021, and July 15, 2021, respectively, to make revolving credit loans to us in an aggregate principal amount outstanding at any one time not to exceed $5,000 and $15,000, respectively (the "IREIC-Sound Point Commitments") from time to time. Use of the IREIC-Sound Point Commitments is limited to satisfying requirements to maintain cash or cash equivalents under our repurchase and other borrowing arrangements.

Distributions

Common Stock

The table below presents the aggregate annualized and monthly distributions declared by record date for all classes of shares of common stock since January 1, 2024. The amount of distributions that we may pay in the future is not certain.

Record date

Aggregate annualized gross distribution declared per share

Aggregate monthly gross distribution declared per share

January 31, 2024

$

1.2500

$

0.1042

February 29, 2024

$

1.2500

$

0.1042

March 31, 2024

$

1.2500

$

0.1042

April 30, 2024

$

1.2500

$

0.1042

May 31, 2024

$

1.2500

$

0.1042

June 30, 2024

$

1.2500

$

0.1042

July 31, 2024

$

1.2500

$

0.1042

August 31, 2024

$

1.2500

$

0.1042

September 30, 2024

$

1.2500

$

0.1042

October 31, 2024

$

1.2500

$

0.1042

November 30, 2024

$

1.2500

$

0.1042

December 31, 2024

$

1.2500

$

0.1042

January 31, 2025

$

1.2500

$

0.1042

February 28, 2025

$

1.2500

$

0.1042

March 31, 2025

$

1.2500

$

0.1042

April 30, 2025

$

1.2500

$

0.1042

May 31, 2025

$

1.2500

$

0.1042

June 30, 2025

$

1.2500

$

0.1042

The gross distribution was reduced each month for Class D and Class T of our common stock for applicable class-specific stockholder servicing fees to arrive at a lower net distribution amount paid to those classes. For a description of the stockholder servicing fees applicable to Class D, Class S and Class T shares of our common stock, please see "Note 10 - Transactions with Related Parties" in the notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q. Since the IPO and through June 30, 2025, we have not issued any shares of Class S common stock.

The following table shows our monthly net distribution per share for shares of Class D and Class T common stock since January 1, 2024.

Record date

Monthly net distribution declared per share of Class D common stock

Monthly net distribution declared per share of Class T common stock

January 31, 2024

$

0.1006

$

0.0919

February 29, 2024

$

0.1008

$

0.0927

March 31, 2024

$

0.1006

$

0.0920

April 30, 2024

$

0.1007

$

0.0925

May 31, 2024

$

0.1006

$

0.0921

June 30, 2024

$

0.1008

$

0.0925

July 31, 2024

$

0.1006

$

0.0921

August 31, 2024

$

0.1007

$

0.0922

September 30, 2024

$

0.1008

$

0.0926

October 31, 2024

$

0.1007

$

0.0922

November 30, 2024

$

0.1008

$

0.0926

December 31, 2024

$

0.1007

$

0.0922

January 31, 2025

$

0.1007

$

0.0923

February 28, 2025

$

0.1010

$

0.0934

March 31, 2025

$

0.1007

$

0.0923

April 30, 2025

$

0.1008

$

0.0928

May 31, 2025

$

0.1007

$

0.0925

June 30, 2025

$

0.1009

$

0.0929

Series A Preferred Stock

Series A Preferred Stock dividends are paid quarterly in arrears based on an annualized distribution rate of 6.75% of the $25.00 per share liquidation preference, or $1.6875 per share per annum. The table below shows the aggregate annualized and quarterly distributions declared on the Series A Preferred Stock by record date since January 1, 2024.

Record date

Aggregate annualized gross distribution declared per share

Aggregate quarterly gross distribution declared per share

March 15, 2024

$

1.6875

$

0.421875

June 15, 2024

$

1.6875

$

0.421875

September 15, 2024

$

1.6875

$

0.421875

December 15, 2024

$

1.6875

$

0.421875

March 15, 2025

$

1.6875

$

0.421875

June 15, 2025

$

1.6875

$

0.421875

Sources of Distributions to Common Stockholders

Six months ended June 30,

2025

2024

Distributions to Holders of Common Stock

Paid in cash

$

6,302

$

6,300

Reinvested in shares

-

-

Total distributions

$

6,302

$

6,300

Cash flows from operating activities

$

6,072

$

7,916

During the six months ended June 30, 2025, 96% of our distributions were paid from cash flows from operating activities generated during the period, and the remainder was paid using cash generated during prior periods. During the six months ended June 30, 2024, 100% of our distributions were paid from cash flows from operating activities generated during the period.

Critical Accounting Policies

There have been no material changes to our critical accounting policies set forth in our Annual Report on Form 10-K under the heading "Summary of Critical Accounting Policies and Estimates".

Commercial Mortgage Loans Held for Investment and Allowance for Credit Losses

Loans held-for-investment are anticipated to be held until maturity, and reported at cost, net of allowance for credit losses, any unamortized acquisition premiums or discounts, loan fees and origination costs, as applicable. In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, we use a probability-weighted quantitative analytical model to estimate and recognize an allowance for credit losses on loans held-for-investment and their related unfunded commitments. We employed quarterly updated macroeconomic forecasts, which reflect expectations for overall economic output, interest rates, values of real estate properties and other factors, geopolitical instability and the Federal Reserve monetary policy impact on the overall U.S. economy and commercial real estate markets generally. These estimates may change in future periods based on available future macroeconomic data and might result in a material change in our future estimates of expected credit losses for our loan portfolio.

We consider loan investments that are both (i) expected to be substantially repaid through the operation or sale of the underlying collateral, and (ii) for which the borrower is experiencing financial difficulty, to be "collateral-dependent" loans. For loans that we determine foreclosure of the collateral is probable, we measure the expected losses based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. For collateral-dependent loans that we determine foreclosure is not probable, we apply a practical expedient to estimate expected losses using the difference between the collateral's fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan.

For loans assigned a risk rating of "5," we have determined that the recovery of the loan's principal is collateral-dependent. Accordingly, these loans are assessed individually, and we elected to apply a practical expedient in accordance with ASU 2016-13. While utilizing the practical expedient for collateral-dependent loans, we estimate the fair value of the loan's underlying collateral using the discounted cash flow method of valuation, less the estimated cost to foreclose and sell the property when applicable. The estimation of the fair value of the collateral property also involves using various Level 3 unobservable inputs, which are inherently uncertain and subjective, and

are in part developed based on discussions with various market participants and management's best estimates, which may vary depending on the information available and market conditions as of the valuation date. Selecting the appropriate inputs and assumptions requires significant judgment and consideration of various factors that are specific to the underlying collateral property being assessed. Our estimate of the fair value of the collateral property is sensitive to both the valuation methodology selected and inputs used in the analysis. As a result, the fair value of the collateral property used in determining the expected credit losses is subject to uncertainty and any actual losses, if incurred, could differ materially from the estimated provision for credit losses.

Interest income on loans held-for-investment is recognized at the loan coupon rate. Any premiums or discounts, loan fees, contractual exit fees and origination costs are amortized or accreted into interest income over the lives of the loans using the effective interest method. Generally, loans held-for-investment are placed on nonaccrual status when delinquent for more than 90 days or when determined not to be probable of full collection. Interest income recognition is suspended when loans are placed on nonaccrual status. Interest accrued, but not collected, at the date loans are placed on nonaccrual is reversed and subsequently recognized only to the extent it is received in cash or until it qualifies for return to accrual status. However, when there is doubt regarding the ultimate collectability of loan principal, all cash received is applied to reduce the carrying value of such loans. Loans held-for-investment are restored to accrual status only when contractually current or the collection of future payments is reasonably assured. We may make exceptions to placing a loan on nonaccrual status if the loan has sufficient collateral value and is in the process of collection or has been modified.

The allowance for credit losses is recorded in accordance with ASU 2016-13, and is a valuation account that is deducted from the amortized cost basis of loans held-for-investment on our consolidated balance sheets. Changes to the allowance for credit losses are recognized through net income (loss) on our consolidated statements of operations. The allowance is based on relevant information about past events, including historical loss experience, current portfolio, market conditions and reasonable and supportable forecasts for the duration of each respective loan. All loans held-for-investment within our portfolio have some amount of expected loss to reflect the GAAP principal underlying the CECL model that all loans have some inherent risk of loss, regardless of credit quality, subordinate capital or other mitigating factors.

Our loans typically include commitments to fund incremental proceeds to our borrowers over the life of the loan. Those future funding commitments are also subject to an allowance for credit losses. The allowance for credit losses related to future loan fundings is recorded as a component of "Accrued expenses and other liabilities" on our consolidated balance sheets, and not as an offset to the related loan balance. This allowance for credit losses is estimated using the same process outlined below for our outstanding loan balances, and changes in this component of the allowance for credit losses similarly flow through our consolidated statements of operations.

The allowance for credit losses is estimated on a quarterly basis and represents management's estimates of current expected credit losses in our investment portfolio. Pools of loans with similar risk characteristics are collectively evaluated while loans that no longer share risk characteristics with loan pools are evaluated individually. Estimating an allowance for credit losses is inherently subjective, as it requires management to exercise significant judgment in establishing appropriate factors used to determine the allowance and a variety of subjective assumptions, including (i) determination of relevant historical loan loss data sets, (ii) the expected timing and amount of future loan fundings and repayments, (iii) the current credit quality of loans and operating performance of loan collateral and our expectations of performance, (iv) selecting the forecast for macroeconomic conditions and (v) determining the reasonable and supportable forecast period.

We estimate the analytical portion of our allowance for credit losses by using a probability-weighted quantitative analytical model that considers the likelihood of default and loss-given-default for each individual loan. The analytical model incorporates a third-party licensed database for over 100,000 commercial real estate loans. We license certain macroeconomic financial forecasts from a third-party to inform our view of the potential future impact that broader macroeconomic conditions may have on the performance of the loans held-for-investment. These macroeconomic factors include unemployment rates, interest rates, price indices for commercial property and other factors. We may use one or more of these forecasts in the process of estimating our allowance for credit losses. Selection of these economic forecasts requires significant judgment about future events that, while based on the information available to us as of the balance sheet date, are ultimately unknowable with certainty, and the actual economic conditions impacting our portfolio could vary significantly from the estimates we made for the periods presented. Significant inputs to our estimate of the allowance for credit losses include the reasonable and supportable forecast period and loan specific factors such as debt service coverage ratio, or DSCR, loan-to-value ratio, or LTV, remaining contractual loan term, property type and others. In addition, we also consider relevant loan-specific qualitative factors to estimate our allowance for credit losses.

Off-Balance Sheet Arrangements

As of June 30, 2025, we had no off-balance sheet arrangements that were reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources excluding future loan advance commitments as disclosed in "Note 8 - Commitments and Contingencies.

Subsequent Events

For information related to subsequent events, reference is made to "Note 14 - Subsequent Events," which is included in our notes to consolidated financial statements included in this Quarterly Report on Form 10-Q.

Our Corporate Information

Our principal executive offices are located at 2901 Butterfield Rd., Oak Brook, Illinois 60523, our telephone number is (866) 694-6526 and our website is www.inland-investments.com/inpoint.From time to time, we may use our website as a distribution channel for material company information, including, for example, our position on any third-party tender offers for our securities. Our website is not incorporated by reference in or otherwise a part of this Quarterly Report on Form 10-Q. We will provide without charge a copy of this Quarterly Report on Form 10-Q upon written request delivered to our principal executive offices. We electronically file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those reports with the SEC. The SEC maintains an Internet site at www.sec.govthat contains reports, proxy and information statements and other information regarding issuers that file electronically.

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