08/08/2025 | Press release | Distributed by Public on 08/08/2025 14:18
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:
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:
Loan Portfolio:
Capital Markets and Financing Activity:
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:
|
|
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 |
As of |
||||||
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 |
|||||
____________ |
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 |
Loan |
Principal |
Cash Coupon (2)(3) |
All-in |
Maximum Maturity (4) |
State |
Property |
LTV (5) |
Risk |
|||||||||
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 |
% |
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 |
||||||||||||||||||||||||
2025 |
2024 |
|||||||||||||||||||||||
Average |
Interest |
Weighted Average |
Average |
Interest |
Weighted Average |
|||||||||||||||||||
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- |
$ |
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 |
% |
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 |
Interest |
Weighted |
Average |
Interest |
Weighted |
||||||||||||||||||
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 |
% |
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 |
||||
____________ |
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 |
||
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 |
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 |
||
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.
Valuation of Properties
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.
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 |
Accrued |
Collateral |
Interest |
Days to |
|||||||||||||||||
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 |
Accrued |
Collateral |
Interest |
Days to |
|||||||||||||||||
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 |
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 |
||||||||||||
____________ |
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.