v3.25.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
    The Company follows the provisions of ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 established a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the state of the marketplace (including the existence and transparency of transactions between market participants). Investments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring 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). Investments measured and reported at fair value are classified and disclosed into one of the following categories based on the inputs as follows:

Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access.

Level 2 — Pricing inputs are other than quoted prices in active markets, including, but not limited to, quoted prices for similar assets and liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, rate of prepayment, loss severities, credit risks and default rates) or other market corroborated inputs.

      Level 3 — Significant unobservable inputs are based on the best information available in the circumstances, to the extent observable inputs are not available, including the Company’s own assumptions used in determining the fair value of
investments. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment.
       
     In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

As of June 30, 2025 and December 31, 2024, the Company had not elected the fair value option for its financial instruments, including loans held for investment, loans held for investment acquired through participation, equity securities without readily determinable fair value, secured financing agreements, unsecured notes payable and obligations under participation agreements. Such financial instruments are carried at cost, less impairment or less net deferred costs, where applicable. Marketable securities and derivatives are financial instruments that are reported at fair value.

Financial Instruments Carried at Fair Value on a Recurring Basis

From time to time, the Company may invest in debt securities. These securities are classified as available-for-sale debt securities and are carried at fair value. Changes in the fair value of the available-for-sale debt securities are reported in other comprehensive income or loss until a gain or loss on the securities is realized. In 2024, the Company owned certain trading equity securities that were carried at fair value. Changes in the fair value of the trading equity securities were reported in earnings. The trading equity securities were sold by April 2024. Additionally, the Company may invest in short-term money market funds. These funds are included in cash and cash equivalents on the consolidated balance sheet due to their short-term nature and can be easily converted to cash.

As discussed in Note 8, in March 2023, the Company entered into a loan agreement with a lender to provide financing for the acquisition of real estate properties (Note 5). In connection with the financing, the Company purchased an interest rate cap for $258,500 to effectively cap the related index rate at 5.0%. The interest rate cap met all the criteria of a derivative under ASC 815, but it did not meet the criteria under ASC 815-20-25 to qualify for hedging accounting. As such, the interest rate cap is reported at fair value and is included in other assets on the consolidated balance sheets, and the change in the fair value of the interest rate cap is reported in Unrealized gain (loss) on investments, net on the consolidated statements of operations.

The following tables present fair value measurements of marketable securities and derivatives, by major class according to the fair value hierarchy as of:
June 30, 2025
 Fair Value Measurements
 Level 1Level 2Level 3Total
Money market fund (1)
$2,410,343 $— $— $2,410,343 
Available-for-sale debt securities1,191,299 — — 1,191,299 
Derivative - interest rate cap (2)
— — — — 
Total$3,601,642 $— $— $3,601,642 
December 31, 2024
 Fair Value Measurements
 Level 1Level 2Level 3Total
Money market fund (1)
$2,360,936 $— $— $2,360,936 
Available-for-sale debt securities963,178 — — 963,178 
Derivative - interest rate cap (2)
— 75 — 75 
Total$3,324,114 $75 $— $3,324,189 
______________
(1)Amount is included in cash and cash equivalents on the consolidated balance sheets.
(2)Amount is included in other assets on the consolidated balance sheets. The interest rate cap matured in May 2025.
The following table presents the activities of the securities and derivatives:
Six Months Ended June 30,
20252024
Available-For-Sale Debt SecuritiesDerivativesAvailable-For-Sale Debt SecuritiesTrading Equity SecuritiesDerivatives
Beginning balance$963,178 $75 $1,148,653 $3,813,226 $83,807 
Proceeds from sale — — — (3,551,098)— 
Reclassification of net realized loss on investments
   into earnings
— — — (446,009)— 
Unrealized gain (loss) on investments228,121 (75)(19,390)183,881 (5,311)
Ending balance$1,191,299 $— $1,129,263 $— $78,496 

Financial Instruments Not Carried at Fair Value

The following table presents the carrying value, which represents the amortized cost of loan, net of applicable allowance for credit losses, and estimated fair value of the Company’s financial instruments that are not carried at fair value on the consolidated balance sheets as of:
June 30, 2025December 31, 2024
LevelPrincipal AmountCarrying ValueFair ValuePrincipal AmountCarrying ValueFair Value
Assets:
Loans
Loans held for investment3$222,393,773 $175,053,810 $174,927,245 $275,802,476 $233,571,416 $234,665,528 
Loans held for investment
   acquired through
   participation
323,104,416 23,116,267 23,343,044 41,452,547 41,077,729 41,871,690 
Total loans245,498,189 198,170,077 198,270,289 317,255,023 274,649,145 276,537,218 
Equity securities without readily
  determinable fair value (1)
32,000,000 2,004,168 2,000,000 2,000,000 2,002,353 2,000,000 
Total assets$247,498,189 $200,174,245 $200,270,289 $319,255,023 $276,651,498 $278,537,218 
Liabilities:
Unsecured notes payable1$123,500,000 $121,526,268 $99,748,800 $123,500,000 $120,424,100 $88,764,850 
Secured financing agreements3140,323,290 138,649,716 138,331,034 207,593,942 205,718,782 206,731,436 
Obligations under participation
   agreements
319,606,804 19,799,722 19,799,723 18,000,000 18,177,106 18,254,853 
Total liabilities$283,430,094 $279,975,706 $257,879,557 $349,093,942 $344,319,988 $313,751,139 
_____________
(1)Amount is included in Other assets on the consolidated balance sheets.

The Company estimated that its other financial assets and liabilities, not included in the tables above, had fair values that approximated their carrying values at both June 30, 2025 and 2024 due to their short-term nature.
Other Items Measured at Fair Value (Including Impairment Charges)

The Company periodically assesses whether there are any indicators that the value of its real estate investments may be impaired or that their carrying value may not be recoverable (Note 2). There was no impairment charge for the three and six months ended June 30, 2024. The following table presents information about assets for which the Company recorded an impairment charge and that were measured at fair value on a non-recurring basis for the three and six months ended June 30, 2025:
Three Months Ended June 30, 2025Six Months Ended June 30, 2025
LevelFair ValueImpairment ChargeFair ValueImpairment Charge
Real estate assets held for sale
Real estate and intangibles3$27,037,500 $3,399,684 $27,037,500 $3,399,684 
$3,399,684 $3,399,684 

During the three and six months ended June 30, 2025, the Company recorded an impairment charge of $3.4 million to reduce the carrying value of the industrial buildings to their estimated selling price less the cost of the sale. The fair value measurement was determined by the purchase price.

Valuation Process for Fair Value Measurement

    The fair value of the Company’s investment in available-for-sale debt securities and its unsecured notes payable is determined based on quoted prices in an active market and is classified as Level 1 of the fair value hierarchy.
    
    Market quotations are not readily available for the Company’s real estate-related loan investments, all of which are included in Level 3 of the fair value hierarchy, and therefore these investments are valued utilizing a yield approach, i.e., a discounted cash flow methodology to arrive at an estimate of the fair value of each respective investment in the portfolio using an estimated market yield. In following this methodology, investments are evaluated individually, and management takes into account, in determining the risk-adjusted discount rate for each of the Company’s investments, relevant factors, which may include available current market data on applicable yields of comparable debt/preferred equity instruments; market credit spreads and yield curves; the investment’s yield; covenants of the investment, including prepayment provisions; the ability of our borrowers and investees to make payments and their net operating income and debt-service coverage ratio; construction progress reports and construction budget analysis; the nature, quality and realizable value of any collateral (and loan-to-value ratio); the forces that influence the local markets in which the asset (the collateral) is purchased and sold, such as capitalization rates, occupancy rates, rental rates and replacement costs; and the anticipated duration of each real estate-related loan investment.

The Manager designates a valuation committee to oversee the entire valuation process of the Company’s Level 3 investments. The valuation committee is comprised of members of the Manager’s senior management, deal and portfolio management teams, who meet on a quarterly basis, or more frequently as needed, to review the Company investments being valued as well as the inputs used in the proprietary valuation model. Valuations determined by the valuation committee are supported by pertinent data and, in addition to a proprietary valuation model, are based on market data, industry accepted third-party valuation models and discount rates or other methods the valuation committee deems to be appropriate. Because there is no readily available market for these investments, the fair values of these investments are approved in good faith by the Company’s board of directors (which is made up exclusively of independent directors).

The fair values of the Company’s secured financing agreements, which includes mortgage loan payable, secured borrowing, term loan payable and revolving line of credit are determined by discounting the contractual cash flows at the interest rate the Company estimates such arrangements would bear if executed in the current market.
The following tables summarize the valuation techniques and significant unobservable inputs used by the Company to value the Level 3 loans as of June 30, 2025 and December 31, 2024. The tables are not intended to be all-inclusive, but instead identify the significant unobservable inputs relevant to the determination of fair values.
Fair Value at June 30, 2025
Primary Valuation TechniqueUnobservable InputsJune 30, 2025
Asset CategoryMinimumMaximumWeighted Average
Assets:
Loans held for investment, net$174,927,245 Discounted cash flowDiscount rate6.75 %19.32 %11.02 %
Discounted cash flowTerminal capitalization rate5.75 %5.75 %5.75 %
Loans held for investment acquired through
   participation, net
23,343,044 Discounted cash flowDiscount rate17.02 %17.02 %17.02 %
Equity securities (1)
2,000,000 N/AN/AN/AN/AN/A
Total Level 3 Assets$200,270,289 
Liabilities:
Secured financing agreements$138,331,034 Discounted cash flowDiscount rate6.86 %11.28 %8.29 %
Obligation under participation agreement19,799,723 Discounted cash flowDiscount rate19.32 %19.32 %19.32 %
Total Level 3 Liabilities$158,130,757 
Fair Value at December 31, 2024
Primary Valuation TechniqueUnobservable InputsDecember 31, 2024
Asset CategoryMinimumMaximumWeighted Average
Assets:
Loans held for investment, net$234,665,528 Discounted cash flowDiscount rate6.75 %16.48 %9.63 %
Discounted cash flowTerminal capitalization rate5.75 %5.75 %5.75 %
Loans held for investment acquired through
   participation, net
41,871,690 Discounted cash flowDiscount rate15.07 %17.03 %16.65 %
Equity securities (1)
2,000,000 N/AN/AN/AN/AN/A
Total Level 3 Assets$278,537,218 
Liabilities:
Secured financing agreements$206,731,436 Discounted cash flowDiscount rate6.33 %11.28 %8.30 %
Obligation under participation agreement18,254,853 Discounted cash flowDiscount rate14.78 %14.78 %14.78 %
Total Level 3 Liabilities$224,986,289 
_______________
(1)Fair market value is based on purchase price.