Exhibit 99.3

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP 

AND SUBSIDIARIES

 

CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

 

AS OF MARCH 31, 2025  

 

 

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

Consolidated Statement of Assets and Liabilities (Unaudited)

 

 

   March 31, 2025   December 31, 2024 
ASSETS        
Investments in private operating companies, at fair value (cost $129,669,942 and $109,568,391 at March 31, 2025 and December 31, 2024, respectively)  $134,031,258   $113,261,454 
          
Investment in affiliated private investment company, at fair value (cost $45,155,054 and $40,407,720 at March 31, 2025 and December 31, 2024, respectively)   46,117,084    41,864,340 
Cash and cash equivalents   3,033,008    5,233,740 
Distributions receivable from investments in private operating companies   1,498,362    1,446,344 
Distribution receivable from investment in affiliated private investment company   980,246    834,011 
Dividends receivable   6,906    8,162 
Other assets   571,444    612,979 
Total Assets  $186,238,308   $163,261,030 
           
LIABILITIES AND PARTNERS' CAPITAL          
           
LIABILITIES          
Due to related parties  $232,174   $292,289 
Capital contributions received in advance   -    2,758,227 
Accrued expenses   78,829    108,957 
Distributions payable   2,345,565    2,125,325 
Other liabilities   5,050    - 
Management fee payable   13,870    13,085 
Total Liabilities   2,675,488    5,297,883 
           
PARTNERS' CAPITAL          
Non-controlling interest - preferred shares   125,000    - 
Partners' capital   183,437,820    157,963,147 
Total Partners' Capital   183,562,820    157,963,147 
           
Total Liabilities and Partners' Capital  $186,238,308   $163,261,030 

 

The accompanying footnotes are an integral part of the financial statements

 

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MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

Consolidated Schedule of Investments (Unaudited) 

 

 

   December 31, 2024   March 31, 2025     
   Percentage       Percentage     
   of Partners'   Fair   of Partners'   Fair 
Investments in private operating companies, at fair value  Capital   Value   Capital   Value 
United States                    
Real Estate, Common Member                    
Marble Palms at Cinco Ranch Investor, LLC (1,10)   10.73%  $16,952,027    9.38%  $17,198,121 
Marble Vida Health Village Investor, LLC (2,11)   4.39    6,929,387    3.80    6,973,702 
Marble Timbercreek Investor, LLC (3,12)   1.49    2,361,127    1.29    2,361,127 
Marble Aspire Lenox Park Investor (4,13)   15.00    23,695,915    13.03    23,896,920 
Marble Metropole Investor, LLC (5,14)   8.18    12,925,000    7.05    12,936,353 
Marble Shadow Creek Investor, LLC (6,15)   13.38    21,134,897    12.08    22,155,570 
Marble Trailside Investor, LLC (7,16)   9.84    15,539,525    8.47    15,539,525 
Marble Travertine Investor, LLC (8,17)   -    -    10.49    19,246,364 
                     
Real Estate, Preferred Member                    
Marble Trailside Investor, LLC (4)   8.69    13,723,576    7.48    13,723,576 
                     
Total investments in private operating companies,  at fair value (March 31, 2025 cost $129,669,942) (December 31, 2024 cost $109,568,391)   71.70%  $113,261,454    73.07%  $134,031,258 

 

   Percentage       Percentage     
   of Partners'   Fair   of Partners'   Fair 
Investment in affiliated private investment company, at fair value  Capital   Value   Capital   Value 
United States                    
Real Estate, Preferred Equity                    
Marble I&I Pref Opco, LP ( March 31, 2025 cost $45,155,054) (9)                    
(December 31, 2024 cost $40,407,720) (17)   26.50    41,864,340    25.14    46,117,084 
                     
Total investment in affiliated private investment company at fair value (March 31, 2025 cost $45,155,054) (December 31, 2024 cost $40,407,720)   26.50%  $41,864,340    25.14%  $46,117,084 

 

The accompanying footnotes are an integral part of the financial statements

 

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MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

Consolidated Schedule of Investments (Unaudited) (Continued)

 

 

As of March 31, 2025  

 

      (1) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Palms at Cinco Ranch Investor, LLC. Marble Palms at Cinco Ranch Investor, LLC has a 89.9% ownership interest in Palms at Cinco Ranch JV, LLC, which in turn owns 100% of Palms at Cinco Ranch Owner, LLC. Palms at Cinco Ranch Owner, LLC owns and operates Palms at Cinco Ranch, a 200-unit multifamily development. As of March 31, 2025, the unfunded commitment for this investment was $887,206.
      (2) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Vida Health Village Investor, LLC. Marble Vida Health Village Investor, LLC has a 66% ownership interest in RPMI 2680 N Orange Ave Venture, LLC which in turn owns 30% in Health Village Apartments Venture, LLC. Health Village Apartments Venture, LLC owns and operates Vida Health Village, a 285-unit multifamily development.
      (3) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Timbercreek Investor, LLC. Marble Timbercreek Investor, LLC has 19.13% ownership interest in 614 S 1st Street Investor, LLC, which in turn owns and operates Timbercreek Apartments, a 198-unit multifamily development.
      (4) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Aspire Lenox Park Investor, LLC, which in turn owns 78.18% of 1050 Lenox Park Blvd Owner, LLC, which in turn owns and operates Aspire Lenox Park Apartments, a 407-unit multifamily development. As of March 31, 2025, the unfunded commitment for this investment was $1,903,081.
      (5) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Metropole Investor, LLC. Marble Metropole Investor, LLC has a 90% ownership interest in Post RPMO JC LLC, which in turn owns 99.50% in RPMI Metropole Holdings LLC. Post RPMI Metropole Holdings LLC has 100% ownership in Post RPMI Metropole LP. Post RPMI Metropole LP owns and operates Metropole Apartments, a 289-unit multifamily development. As of March 31, 2025, the unfunded commitment for this investment was $1,327,962.
      (6) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Shadow Creek Investor, LLC, which in turn owns 79.99% in KV Shadow Creek Holdings, LLC, which in turn owns and operates Shadow Creek Apartments, a 347-unit multifamily development. As of March 31, 2025, the unfunded commitment for this investment was $1,987,803.
      (7) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Trailside Investor, LLC. Marble Trailside Investor, LLC has a 85% ownership interest in Trailside JV, LLC, which in turn owns 100% of Trailside Townhomes, LLC. Trailside Townhomes owns and operates a 149-unit multifamily development.
      (8) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Travertine Investor, LLC. Marble Travertine Investor, LLC hhas a 75.36% ownership interest in RPMI 6032 Travertine Ln JV SLP, LLC, which in turn owns 100% RPMI 6032 Travertine Ln Holdings LLC. RPMI 6032 Travertine Ln Holdings LLC owns and operates The Hadley, a 374-unit multifamily development. As of March 31, 2025, the unfunded commitment for this investment was $753,636.
    (9) Marble Capital Income and Impact Fund, L.P. and Subsidiaries have a 84.87% ownership interest in MC I&I Pref Opco, LP, an affiliated entity with the primary purpose to invest in preferred interests of privately held companies engaged in the acquisition and/or development and operation of various real estate projects. As of March 31, 2025, the Fund's uncalled capital commitment is $0. Redemptions are not permitted. Proceeds will be distributed as they become available, the timing of which is currently unknown. The fund does not have a fixed term.

 

As of December 31, 2024 

 

    (10) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Palms at Cinco Ranch Investor, LLC. Marble Palms at Cinco Ranch Investor, LLC has a 89.9% ownership interest in Palms at Cinco Ranch JV, LLC, which in turn owns 100% of Palms at Cinco Ranch Owner, LLC. Palms at Cinco Ranch Owner, LLC owns and operates Palms at Cinco Ranch, a 200-unit multifamily development. As of December 31, 2024, the unfunded commitment for this investment was $887,206.
    (11) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Vida Health Village Investor, LLC. Marble Vida Health Village Investor, LLC has a 66% ownership interest in RPMI 2680 N Orange Ave Venture, LLC which in turn owns 30% in Health Village Apartments Venture, LLC. Health Village Apartments Venture, LLC owns and operates Vida Health Village, a 285-unit multifamily development.
    (12) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Timbercreek Investor, LLC. Marble Timbercreek Investor, LLC has 19.13% ownership interest in 614 S 1st Street Investor, LLC, which in turn owns and operates Timbercreek Apartments, a 198-unit multifamily development.
    (13) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Aspire Lenox Park Investor, LLC, which in turn owns 78.18% of 1050 Lenox Park Blvd Owner, LLC, which in turn owns and operates Aspire Lenox Park Apartments, a 407-unit multifamily development. As of December 31, 2024, the unfunded commitment for this investment was $2,104,085.
    (14) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Metropole Investor, LLC. Marble Metropole Investor, LLC has a 90% ownership interest in Post RPMO JC LLC, which in turn owns 99.50% in RPMI Metropole Holdings LLC. Post RPMI Metropole Holdings LLC has 100% ownership in Post RPMI Metropole LP. Post RPMI Metropole LP owns and operates Metropole Apartments, a 289-unit multifamily development. As of December 31, 2024, the unfunded commitment for this investment was $1,339,315.
    (15) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Shadow Creek Investor, LLC, which in turn owns 79.99% in KV Shadow Creek Holdings, LLC, which in turn owns and operates Shadow Creek Apartments, a 347-unit multifamily development. As of December 31, 2024, the unfunded commitment for this investment was $2,630,633.
    (16) Marble Capital Income and Impact Fund, LP and Subsidiaries have 100% ownership interest in Marble Trailside Investor, LLC. Marble Trailside Investor, LLC has a 85% ownership interest in Trailside JV, LLC, which in turn owns 100% of Trailside Townhomes, LLC. Trailside Townhomes owns and operates a 149-unit multifamily development.
    (17) Marble Capital Income and Impact Fund, L.P. and Subsidiaries have a 84.87% ownership interest in MC I&I Pref Opco, LP, an affiliated entity with the primary purpose to invest in preferred interests of privately held companies engaged in the acquisition and/or development and operation of various real estate projects. As of December 31, 2024, the Fund's uncalled capital commitment is $0. Redemptions are not permitted. Proceeds will be distributed as they become available, the timing of which is currently unknown. The fund does not have a fixed term.

 

The accompanying footnotes are an integral part of the financial statements

 

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MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

Consolidated Schedule of Investments (Unaudited) (Continued)

 

 

The following table represents security positions that are indirectly held by the Fund through MC I&I Pref Opco, LP. The cost and value represent the Fund's proportionate share of investments held by MC I&I Pref Opco, LP.

 

As of March 31, 2025

 

   Fund's   Percentage 
   Proportionate   of Partners' 
Investment in MC I&I Pref Opco, LP, at fair value  Share   Capital 
United States          
Real Estate, Preferred Member          
Marble Legacy Park Investor, LLC  $13,272,734    7.2%
Marble Patten East Investor, LLC   5,467,404    3.0 
Marble Rainbow Mezz Lender, LLC   20,435,821    11.1 
Marble Discovery Park Investor, LLC   6,851,211    3.7 
Marble Water Tower Investor, LLC  $5,278,622    2.9%

 

As of December 31, 2024

 

   Fund's   Percentage 
   Proportionate   of Partners' 
Investment in MC I&I Pref Opco, LP, at fair value  Share   Capital 
United States          
Real Estate, Preferred Member          
Marble Legacy Park Investor, LLC  $11,882,131    7.5%
Marble Patten East Investor, LLC   5,754,242    3.6 
Marble Rainbow Mezz Lender, LLC   18,007,486    11.4 
Marble Discovery Park Investor, LLC  $6,136,170    3.9%

 

The accompanying footnotes are an integral part of the financial statements

 

5

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

Consolidated Statement of Operations (Unaudited)

 

 

For the three months ended March 31, 2025 and 2024

 

   March 31, 2025   March 31, 2024 
Investment income allocated from affiliated private investment company          
Interest  $541,392   $282,457 
Distributions from private operating companies   491,561    351,879 
Total investment income allocated from affliated private investment company   1,032,953    634,336 
           
Investment income          
Dividend income   14,340    - 
Distributions from private operating company   1,498,362    637,822 
Total investment income   1,512,702    637,822 
           
Expenses allocated from affiliated private investment company          
Professional Fees   45,983    30,936 
Organizational expenses   6,556    7,137 
Other expenses   240    1,495 
Total expenses allocated from affiliated private investment company   52,779    39,568 
           
Expenses          
Professional fees   172,950    92,688 
Organizational expenses   43,784    44,662 
Other expenses   11,973    14,511 
Management fee   148,344    45,179 
Dividend expense   3,508    - 
Charitable contributions   1,543    - 
Total expenses   382,102    197,040 
           
Net investment income (loss)  $2,110,774   $1,035,550 
           
Realized and unrealized gain (loss) on investment          
Net change in unrealized appreciation (depreciation) allocated from investments in affiliated private investment company  $(494,517)  $- 
Net change in unrealized appreciation (depreciation) on investments in private operating company   668,252    - 
Net gain (loss) on investments   173,735    - 
           
Net increase (decrease) in partners' capital from operations   2,284,509    1,035,550 
           
Increase in net assets resulting from operations attributable to non-controlling interest   3,508    - 
           
Net increase (decrease) in partners' capital from operations attributable to partners  $2,288,017   $1,035,550 

 

The accompanying footnotes are an integral part of the financial statements

 

6

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

Consolidated Statement of Changes in Partners' Capital (Unaudited)

 

For the three months ended March 31, 2025  

 

   General   Limited   Non-controlling     
   Partner   Partner   Interest   Total 
Partners' capital, beginning of period  $341,129   $157,622,018   $-   $157,963,147 
                     
Capital contributions   -    25,533,227    125,000    25,658,227 
                     
Capital distributions   (4,640)   (2,338,423)   (3,508)   (2,346,571)
                     
Net increase (decrease) in partners' capital from operations                    
Net investment income (loss)   4,608    2,106,166    3,508    2,114,282 
Net gain (loss) on investments   284    173,451    -    173,735 
                     
Net increase (decrease) in partners' capital from operations   4,892    2,279,617    3,508    2,288,017 
                     
Partners' capital, end of period  $341,381   $183,096,439   $125,000   $183,562,820 

 

The accompanying footnotes are an integral part of the financial statements

 

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MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

Consolidated Statement of Changes in Partners' Capital (Unaudited) (Continued)

 

For the three months ended March 31, 2024

 

   General   Limited     
   Partner   Partner   Total 
Partners' capital, beginning of period  $22,787,151   $40,929,072   $63,716,223 
                
Capital contributions   -    61,984,314    61,984,314 
                
Capital distributions   -    (1,215,726)   (1,215,726)
                
Net increase (decrease) in partners' capital from operations               
Net investment income (loss)   -    1,035,550    1,035,550 
Net gain (loss) on investments   -    -    - 
Carried interest allocation to General Partner   -    -    - 
                
Net increase (decrease) in partners' capital from operations   -    1,035,550    1,035,550 
                
Partners' capital, end of period  $22,787,151   $102,733,210   $125,520,361 

 

The accompanying footnotes are an integral part of the financial statements

 

8

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

Consolidated Statement of Cash Flows (Unaudited)

 
For the three months ended March 31, 2025 and 2024

 

   March 31, 2025   March 31, 2024 
Cash flows from operating activities          
Net increase in partners' capital resulting from operations  $2,284,509   $1,035,550 
Increase in net assets resulting from operations attributable to non-controlling interest   3,508    - 
Adjustments to reconcile net increase (decrease) in partners' capital from operations to net cash provided by (used in) operating activities:          
Interest income allocated from investment in affiliated private investment company   (541,392)   (282,457)
Distributions from private operating company, allocated from affiliated private investment company   (491,561)   (351,879)
Expenses allocated from investment in affiliated private investment company   52,779    39,568 
Net change in unrealized appreciation (depreciation) allocated  from investments in affiliated private investment company   494,517    - 
Net change in unrealized appreciation (depreciation) on investments in private operating companies   (668,252)   - 
Purchases of investment in affiliated private investment company   (4,747,334)   - 
Proceeds from investment in affiliated private investment company   980,246    623,082 
Purchases of investments in private operating companies   (20,101,551)   (41,718,395)
Changes in assets and liabilities:          
Distributions receivable from investments in private operating companies   (52,018)   (90,546)
Distribution receivable from investment in affiliated private investment company   (146,235)   212,907 
Other assets   41,535    23,644 
Dividends receivable   1,256    - 
Due from related party   -    20,591 
Prepaid management fee   -    13,497 
Due to related party   (60,115)   (17,656,324)
Accrued expenses   (30,128)   (18,730)
Management fee payable   785    19,210 
Other liabilities   5,050    - 
Net cash used in operating activities   (22,974,401)   (58,130,282)
           
Cash flows from financing activities          
Capital contributions, net of contributions received in advance   22,900,000    61,984,314 
Capital distributions, net of distributions payable   (2,126,331)   (1,335,827)
Net cash provided by financing activities   20,773,669    60,648,487 
           
Net change in cash and cash equivalents  $(2,200,732)  $2,518,205 
           
Cash and cash equivalents, beginning of period   5,233,740    74,556 
           
Cash and cash equivalents, end of period  $3,033,008   $2,592,761 

 

The accompanying footnotes are an integral part of the financial statements

 

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MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of and for the three months ended March 31, 2025

 

1.             Nature of operations

 

Marble Capital Income and Impact Fund, LP (“Marble Capital Income and Impact”), a Delaware limited partnership, and its wholly owned subsidiaries MC Income and Impact REIT, LLC (“REIT”), a Delaware limited liability company, and MC I&I Common Opco, LP (Common Opco), a Delaware limited partnership, together (the “Fund”), commenced operations on July 26, 2023. The primary purpose of the Fund is to invest in privately held entities engaged in the acquisition and/or development and operation of real estate projects.

 

The Fund is managed by Marble Capital Income and Impact Fund GP, LLC (the “General Partner”), which serves as the general partner. The Partnership has perpetual existence but shall be dissolved and the affairs of the Fund wound up upon the occurrence of a disabling event with respect to the General Partner, a vote by limited partners representing at least 66.67% of the Fund’s interests to dissolve the Fund, or the election of the General Partner to terminate and dissolve the Fund provided written notice of such election to the limited partners with no majority of limited partners objecting to such dissolution.

 

2.             Summary of significant accounting policies

 

Basis of Presentation

 

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund is an investment company and follows the accounting and reporting guidance in FASB Topic 946 of the Codification, entitled Financial Services – Investment Companies.

 

In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of the financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2025 and March 31, 2024 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024.

 

Consolidation

 

The accompanying consolidated financial statements reflect consolidated accounts of Marble Capital Income and Impact and its wholly owned subsidiaries REIT and Common Opco, formed for the sole purpose of facilitating the Fund's investments. All intercompany balances were eliminated in the accompanying consolidated financial statements.

 

Cash

 

Cash represents cash deposits held at financial institutions. Cash is held at major financial institutions and is subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) or

 

Securities Investor Protection Corporation (“SIPC”) limitations. As of March 31, 2025 and December 31, 2024, the Fund had cash equivalents of $1,819,244, and $2,363,647, respectively, in money market funds, which are stated at net asset value, and are classified as Level 1 in the fair value hierarchy.

 

In the normal course of business, substantially all of the Fund’s cash balances and transactions are transacted with Bank of America. The Fund is subject to credit risk to the extent any institution with whom it conducts business is unable to fulfill contractual obligations on its behalf. The Fund’s management monitors the financial condition of such institutions and does not anticipate losses from these counterparties.

 

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MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of and for the three months ended March 31, 2025

 

 

2.             Summary of significant accounting policies (continued)

 

Fair Value - Definition and Hierarchy

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

The Fund uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

 

The fair value hierarchy is categorized into three levels based on the inputs as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 

Level 2 - Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly. These inputs may include: (a) quoted prices for similar assets in active markets; (b) quoted prices for identical or similar assets in markets that are not active; (c) inputs other than quoted prices that are observable for the asset; or (d) inputs derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 - Inputs that are unobservable and significant to the entire fair value measurement.

 

Private investment companies measured using net asset value as the practical expedient are not categorized within the fair value hierarchy.

 

The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including the type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, determining fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for investments categorized in Level 3. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is generally categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

Fair Value – Valuation Techniques and Inputs

 

Investments in Private Operating Companies

 

The Fund establishes valuation processes and procedures to ensure that the valuation methodologies for investments that are categorized within Level 3 of the fair value hierarchy are fair, consistent, and verifiable.

 

The General Partner oversees the entire valuation process of the Fund’s Level 3 investments and is responsible for developing the Fund’s written valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the valuation policies. The valuations of the Fund’s Level 3 investments are evaluated quarterly if information or events leads the General Partner to adjust the valuation on an interim basis. Valuations determined by the General Partner are required to be supported by market data, internal cash flow models, or other methods the General Partner deems to be appropriate.

 

11

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of and for the three months ended March 31, 2025

 

 

2.             Summary of significant accounting policies (continued)

 

Fair Value – Valuation Techniques and Inputs (continued)

 

These assessments typically incorporate an income approach reflecting a discounted cash flow analysis. The net cash flow is forecast over the expected remaining economic life and discounted to present value using a discount rate. Inputs relied upon by the income approach include annual projected cash flows for each investment through their respective investment horizons. These cash flow assumptions may be probability-weighted to reflect the risks associated with achieving expected levels across various scenarios. Investments in private operating companies are included in Level 3 of the fair value hierarchy.

 

Investment in Affiliated Private Investment Company

 

The Fund values its investment in MC I&I Pref Opco, LP utilizing the net asset value provided by the underlying private investment fund as a practical expedient. If it is probable the Fund will sell the investment at an amount different from the net asset valuation, the committee considers other factors in addition to the net asset valuation in its determination of fair value. As of March 31, 2025 and December 31, 2024, the Fund valued its investment in MC I&I Pref Opco, LP entirely based on the net asset valuation provided by the underlying investment company as a practical expedient.

 

MC I&I Pref Opco, LP shares a valuation policy with the Fund and values its investments consistent with what is described in this Note 2.

 

Investment Transactions and Related Investment Income

 

Investment transactions are accounted for on a trade-date basis. Realized gains and losses on investment transactions are determined using cost calculated on a specific identification basis. Interest is recognized on the accrual basis and the collectability of interest receivable is evaluated when making accruals. Distributions that represent returns of capital in excess of cumulative profits and losses are credited to investment cost rather than investment income.

 

Income Taxes

 

The Fund does not record a provision for U.S. federal, state, or local income taxes because the partners report their share of the Fund’s income or loss on their income tax returns. The Fund files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states. Generally, the Fund is subject to income tax examinations by major taxing authorities during the three-year period prior to the period covered by these consolidated financial statements.

 

MC Income and Impact REIT, LLC, a consolidated subsidiary of the Fund, has elected to be treated as a REIT under Sections 856 through 860 of the Code beginning with the tax year ended December 31, 2025. In general, a company which elects REIT status, distributes at least 90% of its REIT taxable income to its shareholders in any taxable year, and complies with certain other requirements. It is not subject to federal income taxation to the extent of the income which it distributes. If it fails to qualify as a REIT in any taxable year, it will be subject to federal income tax at regular corporate rates on its taxable income. Even if it qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed income. In order to maintain its qualifications as a REIT, MC Income and Impact REIT, LLC intends to make regular dividend payments to its shareholders that will represent at least 90% of its taxable income, which may not necessarily equal net investment income as determined in accordance with GAAP, determined without regard to the deductions for dividends paid and excluding any net capital gains. For the three months ended March 31, 2025 and March 31, 2024, MC Income and Impact REIT, LLC has complied with all REIT requirements, as amended, and promulgated regulations thereunder.

 

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MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of and for the three months ended March 31, 2025

 

 

2.             Summary of significant accounting policies (continued)

 

Income Taxes (continued)

 

The Fund is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current period. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2025 and March 31, 2024, and expects no changes to that conclusion within the next twelve months.

 

Use of Estimates

 

Preparing consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities, including the fair value of investments, and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

 

Organization Costs

 

The Fund shall pay or reimburse the General Partner or its affiliates organizational expenses of the Fund. Organization costs in excess of the greater of (i) $2,000,000 or (ii) .75% of the Total Commitments shall be offset against management fees or be borne by the General Partner. Organization costs are expensed as incurred, and the amount incurred by the Fund is reflected on the Consolidated Statement of Operations. There were no excess organization costs incurred during the three months ended March 31, 2025 and 2024.

 

3.             Fair value measurements

 

The following tables presents the classification of the Fund’s fair value measurements for the respective periods as shown below:

 

March 31, 2025  Level 1   Level 2   Level 3   Total 
Assets (at fair value)                    
Investments in private operating companies                    
Real Estate, Common Member  $-   $-   $120,307,682   $120,307,682 
Real Estate, Preferred Member   -    -    13,723,576    13,723,576 
                     
Total Investments, at fair value  $-   $-   $134,031,258   $134,031,258 

 

December 31, 2024  Level 1   Level 2   Level 3   Total 
Assets (at fair value)                    
Investments                    
                     
Investments in private operating companies                    
 Real Estate, Common Member  $-   $-   $83,202,941   $83,202,941 
 Real Estate, Preferred Member   -    -    13,723,576    13,723,576 
                     
Total Investments, at fair value  $-   $-   $96,926,517   $96,926,517 

 

The Fund’s investment in MC I&I Pref Opco, LP is valued as permitted by the practical expedient and therefore, does not need to be categorized within the fair value hierarchy.

 

13

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of and for the three months ended March 31, 2025

 

 

3.             Fair value measurements (continued)

 

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s investments that are categorized in Level 3 of the fair value hierarchy as of March 31, 2025 and December 31, 2024 respectively:

 

   Fair Value at
March 31,
 2025
   Valuation
Technique
  Unobservable
Inputs
  Range of Inputs
Assets              
Investments in private operating companies              
Real Estate, Common Member  $47,934,885   Discounted cash
flow model
  Discount rate
Months to exit
  11%
40 - 58
Real Estate, Preferred Member  $13,723,576   Discounted cash
flow model
  Discount rate
Months to exit
  12%
45
Real Estate, Common Member  $72,372,797   Recent Transaction   N/A
   N/A

 

   Fair Value at
December 31,
 2024
   Valuation
Technique
  Unobservable Inputs  Range of Inputs
Assets              
Investments in private operating companies              
Real Estate, Common Member  $47,377,438   Discounted cash
flow model
  Discount rate
Months to exit
  11%
40 - 58
Real Estate, Preferred Member  $13,723,576   Discounted cash
flow model
  Discount rate
Months to exit
  12%
45
Real Estate, Common Member  $52,160,440   Recent Transaction   N/A   N/A

 

During the three months ended March 31, 2025 and 2024, there were no transfers in or out of level 3 and the Fund purchased $20,101,551 and $41,718,395, respectively, of level 3 assets.

 

4.             Committed capital

 

As of March 31, 2025 and December 31, 2024, the Fund has total capital commitments from its partners with respect to their partnership interests in the aggregate of $179,331,000, and $179,331,000, respectively. The General Partner may make capital calls up to the amount of unfunded capital commitments to enable the Fund to make investments, pay fees and expenses, or to provide reserves. No partner is required to fund an amount in excess of their unfunded capital commitments. As of March 31, 2025 and December 31, 2024, the Fund’s uncalled capital commitments amounted to $0, and $25,533,227, respectively, and the ratio of total contributed capital to total committed capital is 100.00%, and 85.76%, respectively.

 

14

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of and for the three months ended March 31, 2025

 

 

5.             Related party transactions

 

The Fund considers the General Partner, their principal owners, members of management, members of their immediate families, and entities under common control to be related parties to the Fund. Amounts due from and due to related parties are generally settled in the normal course of business without formal payment terms.

 

The Fund pays the General Partner a management fee, initially calculated at a rate of 1.25% per annum, based on the limited partners’ Net Asset Value, payable quarterly in advance. Management fees for the three months ended March 31, 2025 and 2024, are recorded in the Consolidated Statement of Operations.

 

Due to related party on the Consolidated Statement of Assets and Liabilities represents amounts owed to Marble Capital LP, an affiliate of the Fund, for expense reimbursements.

 

6.             Partners’ capital

 

Allocation of Partners’ Net Profits and Losses

 

At the end of each fiscal year of the Fund, the net profits and losses are allocated to the capital accounts of the partners as follows:

 

(a)Net profits and losses are generally allocated to the limited partners in proportion to their capital contributions.

 

(b)Net profits related to the Fund’s investments, are allocated on the same basis as the partners’ distributions (as described below).

 

Net profits and net losses included in (a) and (b) above include both realized and unrealized profits and losses.

 

Partners’ Distributions

 

The General Partner expects to cause the Fund to make distributions of distributable cash on a quarterly basis; however, the amount, timing and frequency of any distributions will be in the sole discretion of the General Partner. All distributions of distributable cash shall be distributed to the limited partners in amounts proportionate to the aggregate Fund Net Asset Value attributable to the partnership units held by the respective limited partners on the record date for such distribution.

 

The proceeds attributable to the Fund’s investments (which shall include all proceeds attributable to the disposition of such investments, net of expenses, as well as any dividends or interest income earned on such investments) are distributed to the partners in amounts proportionate to the aggregate partnership net asset value attributable to the partnership units held. The amount shall be distributed as follows:

 

(a)first, if the total return for the applicable period exceeds the sum of (1) the amount that results in a six percent (6.0%) annualized internal rate of return on the partnership net asset value of the partnership units excluding any partnership units held by the General Partner, “Hurdle Amount” and (2) the loss carryforward amount (if any) (any such excess, “Excess Profits”), one hundred percent (100%) of such annual Excess Profits until the total amount allocated to the General Partner equals fifteen percent (15%) of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner (which is commonly referred to as the “catch-up”); and

 

(b)second, to the extent there are remaining excess profits, fifteen percent (15%) of such remaining excess profits shall be entitled to the General Partner and eighty-five percent (85%) to the limited partners.

 

15

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of and for the three months ended March 31, 2025

 

 

6.             Partners’ capital (continued)

 

Carried Interest Allocation

 

The capital accounts reflect the carried interest to the General Partner as if the Fund had realized all assets and settled all liabilities at the fair value reported in the consolidated financial statements, and allocated all gains and losses and distributed the net assets to the partners at the reporting date consistent with the provisions of the Fund’s governing documents. During the three months ended March 31, 2025 and 2024, the amounts of the carried interest that were allocated to the General Partner are shown on the Consolidated Statement of Changes in Partners’ capital, if any.

 

The General Partner, in its sole discretion, may waive or reduce the applicable carried interest with respect to any limited partners in proportion to their respective capital account balances.

 

Redemptions

 

Each limited partner shall have the right to request that the Fund redeem any partnership units held by such limited partner that have been outstanding for at least twelve (12) months (the “Lock-Out Period”) by providing the General Partner with a written request in a form acceptable to the General Partner at least one hundred and twenty (120) calendar days prior to the desired redemption date, limited to a semi-annual basis effective June 30th and December 31st of each calendar year. The Lock-Out Period shall not apply to (A) the General Partner, (B) The Special Limited Partner, and (3) participants of the Fund’s distribution reinvestment program (“DRP”). Unless waived by the General Partner in its sole discretion, the redemption request must be for partnership units with an aggregate partnership net asset value of at least $125,000. In no event will the General Partner, the Fund, or their respective affiliates be obligated to sell or finance, or cause to be sold or financed, or otherwise transfer, any assets (including assets owned directly or indirectly by the Fund), contribute additional capital or assets to the Fund, or take any other action (including incurring indebtedness) in order to redeem any partnership units. Redemption units will be redeemed on a pro rata basis based upon the relative number of redemption units submitted by each limited partner.

 

The redemption price of each redemption unit redeemed by a limited partner shall be equal to:

 

(i)with respect to the redemption units that may have been outstanding for at least twelve (12) months but fewer than twenty-four (24) months, ninety-five percent (95%) of the Fund’s Net Asset Value per partnership unit as of the last day of the quarter immediately preceding the redemption date;

 

(ii)with respect to redemption units that may have been outstanding for at least twenty-four (24) months but fewer than thirty-six (36) months (as of the applicable redemption date), ninety-seven and one-half percent (97.5%) of the Fund’s Net Asset Value per partnership unit as of the last day of the quarter immediately preceding the redemption date; and

 

(iii)with respect to redemption units that may have been outstanding for at least thirty-six (36) months (as of the applicable redemption date), the Fund’s Net Asset Value per partnership unit as of the last day of the quarter immediately preceding the redemption date. Notwithstanding the foregoing, the redemption price of each redemption unit issued pursuant to the DRP, and each redemption unit issued to the General Partner or the Special Limited Partner shall be equal to one hundred percent (100%) of the Fund’s Net Asset Value per partnership unit as of the last day of the quarter immediately preceding the redemption date.

 

The aggregate Fund’s Net Asset Value of total redemptions of partnership units as of each redemption date will be limited to no more than ten percent (10.0%) of the average aggregate Fund’s Net Asset Value over the preceding six-month period.

 

16

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of and for the three months ended March 31, 2025

 

 

7.             Non-controlling Interest

 

In order to qualify as a REIT, MC Income and Impact REIT, LLC admitted 125 preferred shareholders on January 7, 2025, raising $125,000. The preferred shareholders are entitled to an annual cumulative preferred dividend of 12% and a liquidation preference of amounts originally contributed. The preferred shareholders are reflected in the accompanying consolidated financial statements as a non-controlling interest and have been allocated net increase resulting from operations of $3,508 for the three months ended March 31, 2025.

 

8.             Unfunded investment commitments

 

As of March 31, 2025 and December 31, 2024, the Fund had committed $45,155,054 and $40,407,719, respectively, to MC I&I Pref Opco, LP of which $0 and $0, respectively, remain unfunded. The Fund also has committed $136,529,630 and $116,529,630, respectively, to investments in private operating companies of which $6,859,688 and $6,961,239 remain unfunded at March 31, 2025 and December 31, 2024. As of March 31, 2025 and December 31, 2024, there were no recallable distributions.

 

9.             Indemnifications

 

The Fund has provided general indemnification to the General Partner, any affiliate of the General Partner and any person acting on behalf of the General Partner or such affiliate when they act, in good faith, in the best interest of the Fund. The Fund is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.

 

17

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of and for the three months ended March 31, 2025

 

 

10.          Financial highlights

 

Financial highlights for the three months ended March 31, 2025 and 2024, are as follows:

 

Internal Rate of Return

 

   March 31, 2025   March 31, 2024 
Internal rate of return, since inception          
Through March 31, 2025 and 2024   6.67%   (0.79)%
Through December 31, 2024 and 2023   7.08%   6.70%

 

Ratios to Average Partners' Capital

 

Total Expenses to General Partner   1.03%   1.01%
           
Net investment income ratio   5.03%   4.44%

 

Financial highlights are calculated for the limited partner class taken as a whole. An individual limited partner’s return and ratios may vary based on different management fees and carried interest arrangements and the timing of capital transactions. The ratios include allocated income & expenses from the affiliated private investment companies.

 

18

 

 

MARBLE CAPITAL INCOME AND IMPACT FUND, LP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of and for the three months ended March 31, 2025

 

 

10.           Financial highlights (continued)

 

The Internal Rate of Return (“IRR”) of the limited partners since inception of the Fund is net of carried interest allocation to the General Partner, if any, and was computed based on the actual dates of capital contributions and distributions, and the ending aggregate limited partners’ capital at the end of the period.

 

The net investment income (loss) ratio does not reflect the effects of net realized and unrealized gain (loss) on investments or carried interest allocation to or from the General Partner, if any.

 

11.           Market risk and other risk factors

 

The General Partner of the Fund seeks investment opportunities in multi-family development projects and investments in securities that offer the possibility of attaining capital appreciation obtained primarily through preferred and common equity investments. Certain events particular to the industry in which the Fund invests, as well as general economic and political conditions, may have a significant negative impact on the underlying investees' operations and profitability. In addition, the Fund is subject to changing regulatory and tax environments. Such events are beyond the Fund’s control, and the likelihood that they may occur cannot be predicted. Furthermore, most of the Fund’s underlying investments are made in private operating companies whose shares do not trade on established exchanges. While it is expected that these private operating companies may pursue initial public offerings, trade sales, or other liquidation events, there are generally no public markets for these investments at the current time. The Fund’s ability to liquidate its underlying investments in private operating companies and publicly traded investments and realized value is subject to significant limitations and uncertainties.

 

In the normal course of business, the Fund maintains its cash balances in financial institutions, which at times may exceed federally insured limits. The Fund is subject to credit risk to the extent any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. Management monitors the financial condition of such financial institutions and does not anticipate any losses from these counterparties.

 

The value of the Fund's investments will go up and down, sometimes rapidly or unpredictably, based on the performance of the securities and investments owned by the fund and other factors generally affecting the securities market. Market risks, including political, regulatory, economic and social developments, can affect the value of the Fund's investments. Natural disasters, public health emergencies, terrorism, conflicts, and other unforeseeable events may lead to increased market volatility and may have adverse long-term effects on world economies and markets generally.

 

12.           Subsequent events

 

The General Partner has evaluated subsequent events through June 27, 2025, the date these consolidated interim financial statements were available to be issued, and has determined that no subsequent events warrant adjustment to or disclosure in these consolidated interim financial statements.

 

19