Welcome to the AFC Gamma Q1 2021 Earnings Conference Call. [Operator Instructions]. I would now like to hand the conference over to your speaker today, Francesca Smith. Thank you. Please go ahead..

Len will provide introductory remarks, an overview of our results and strategic commentary; Jon will discuss the real estate lending environment; Robyn will discuss the origination pipeline; and Tom will summarize the financials. Then we will open the line for Q&A.

With that, I will now turn the call over to our Chief Executive Officer, Len Tannenbaum..

cash flows, licenses and real estate. Turning to our capital structure. We are pleased to be a NASDAQ-listed company and have already found that the visibility into our capital structure is a competitive differentiator.

Many borrowers have found that one of the challenges in the industry is finding lenders that can commit to the full amount of capital without having to raise it from a third party. The IPO has helped us compete for and win deals as our available capital and hold size has greatly expanded.

As we continue to source and evaluate new transactions, we have grown our team and continue to build out our corporate infrastructure. And as I mentioned, our pipeline remains robust. Since January of 2020, we have viewed over $5 billion in transactions, and we currently have an actionable pipeline of over $500 million.

As a reminder, the actionable pipeline could take between 3 and 9 months to close upon a transaction, and many of the deals that we complete are high touch in nature and require significant due diligence and potentially regulatory approval, making it difficult to predict the exact timing of closes.

We are pleased that our Board of Directors has declared a quarterly dividend of $0.38 per share for the June quarter. We intend to pay regular quarterly dividends that are covered by our distributable earnings.

Additionally, our dividend policy is to pay 90% to 100% of distributable earnings over the year, with a special dividend at the end of the year if necessary, paid in January of the following year. Lastly, as a newly listed company, we plan on giving - on having a higher level of communication regarding our progress and outlook this year.

I will now turn it over to our partner, Jon..

Thanks, Len. As Len mentioned, cannabis is currently regulated at the state level. Each state that has legalized cannabis has decided whether to allow recreational or medicinal use. Each of these states has also decided how many cultivation and dispensary licenses it would offer.

AFCG focuses on states that have a limited number of licenses, such as Florida and Arizona, and tends to avoid states like California, Oregon and Washington with fewer controls on the number of cannabis licenses available.

Since we are structured as a mortgage REIT, we have a lean on the commercial real estate underpinning the loans we're originating. Our real estate-centric approach to lending is critical to generating attractive risk-adjusted returns in this industry.

However, real estate is only 1 aspect of the collateral package, the other components being the equipment, the license and the company's operations. Before we make a loan, we perform rigorous diligence on borrowers and on the real estate to ensure there are no material issues.

We wish to minimize risks that could diminish the borrowers' collateral value should the worst-case scenario result and a borrower default on our loan. It is incumbent upon our team to ensure that each aspect of the property is addressed prior to the origination of the loan.

Proper permitting, environmental issues and zoning, all must be vetted ahead of time.

At AFC Gamma, when we couple the real estate with licenses and equipment, if a borrower gets into trouble and defaults with no option but to transfer title, we can offer and deliver a higher value collateral package to a buyer versus one where only the value of the property was considered.

Now let me turn the call over to Robyn who will speak about the origination process..

Thank you, Jon. The job of the origination team is to be in the center of the industry and see all deals in the market to understand the lending environment, overall market opportunity and state-by-state dynamics. We have more than 90 third-party relationships that we source deals from.

We do both direct outreach to companies and third parties, and we also receive inbound interest based on our track record, borrower relationships and deals that we have completed. We have found that incumbency also gives us an important edge when sourcing potential deals as our borrowers continue to grow both organically and via acquisitions.

We believe that we are in the center of the cannabis ecosystem with deep relationships with many of the companies. As a relationship lender, we strive to help great entrepreneurs build their businesses and succeed. We are also proud that 2 of our portfolio companies and 1 in our actionable pipeline are led by female CEOs.

As Len mentioned, from January 2020 through April 30, 2021, we have sourced over $5 billion of transactions, which represents over 285 deals. So how do we structure the loans? It starts with our over $5 billion of loans that we've looked at and narrow those down to over $500 million of an actionable pipeline. As Jon outlined, it's an arduous process.

We filter to get to the states we want to loan in, then we closely examine each target company's profile, including cash flow, reputation, real estate coverage, license value and competitive positioning within the state. In these initial quarters ahead, our deal flow will be an important gauge to monitor performance.

We plan to announce each deal we close to provide greater transparency and measure our progress to the investment community when we are a lead agent. In summary, we are proud of the strong reputation AFC has already built in the industry as an institutional lender and believe our borrowers can feel confident that we are a lender they can trust.

When we say we will do something, we do it. I will now turn it over to Tom to talk about the financials..

Thank you, Robyn. We ended the first fiscal quarter of 2021 with total assets of $221.5 million as compared to $93.6 million at December 31, 2020. Portfolio investments totaled $97.2 million of principal outstanding, with a carrying value of $92.6 million spread across 8 companies as of March 31, 2021.

In March 2021, the company completed its initial public offering, which resulted in the issuance of 7,187,500 shares at $19 per share, with total net proceeds after fees and expenses of $124 million. At the end of the March quarter, book value per share was $16.18 as compared to $14.83 at the end of the December quarter, an increase of 9.1%.

As of March 31, 2021, AFC Gamma portfolio consisted of $130.7 million of transactions, with $97.2 million funded. Following quarter end, we closed an additional $50 million of transactions, with $48.3 million funded across 7 borrowers.

Currently, we have completed $165.6 million of transactions, with $133.4 million of funded principal outstanding to 10 companies in 12 states. All loans in the portfolio are current and performing.

The weighted average portfolio yield to maturity is approximately 23% as of March 31, 2021 compared to 21.7% at December 26, 2020, as previously disclosed in the company's Form S-11.

The weighted average yield to maturity of the portfolio as of April 30, 2021, was approximately 21% as adjusted to exclude the impact of prepayments and exit fees collected, which resulted in higher and not necessarily indicative expected yield-to-maturity for the other loans in the portfolio.

For the quarter ended March 31, 2021, we had GAAP net income of $1.4 million or earnings of $0.20 per basic weighted average common share. For the 3 months ended March 31, 2021, we generated a total investment income of $4.7 million and distributable earnings of $3.2 million or $0.45 per basic weighted average common share.

Distributable earnings represents the net income computed in accordance with GAAP, excluding noncash items such as noncash equity compensation expense, any unrealized gains or losses, provision for current expected credit losses, commonly referred to as CECL, or other noncash items recorded in net income for the period.

CECL was early adopted by the company in fiscal year 2020. As of March 31, 2021, the CECL reserve represented approximately 1.25% of loan-carrying value compared to 1.32% at December 31, 2020.

One of the adjustments to arrive at distributable earnings is a onetime noncash stock compensation expense of $0.22 per basic weighted average common share, pursuant to stock option grants effective as of the initial public offering.

All other adjustments in aggregate to arrive at distributable earnings of $0.45 per basic weighted average share of common stock amounted to $0.03 per basic weighted average common share and included both the impact of the noncash adjustment to the CECL reserve and change in unrealized gains.

We believe providing distributable earnings is helpful to stockholders in assessing the overall performance of our business. As a REIT, we are required to distribute at least 90% of our annual REIT taxable income. We believe that dividends are generally one of the principal reasons that stockholders invest in our common stock.

We generally intend to pay dividends to our stockholders at an amount between 90% and 100% of our taxable income. On May 7, 2021, the Board of Directors declared a dividend of $0.38 per common share outstanding for the June quarter, payable on June 30, 2021, to shareholders of record on June 15, 2021.

Our Board of Directors currently believes that our distributable earnings in the second quarter will be in excess of our declared dividend, and the dividend will represent 75% to 90% of estimated second quarter distributable earnings.

In May 2021, the company amended its secured revolving credit loan agreement to, among other things, increased the loan commitment from $40 million to $50 million, decreased the interest rate from 8% to 6% per year and extend the maturity date up to December 31, 2021.

Currently, no draws on the revolving credit facility have occurred during the fiscal year-to-date, and no interest or fee expense were incurred related to the revolving credit facility.

The revolving credit facility is an important component of the company's business strategy to offer greater flexibility, manage liquidity and bridge its investment commitments through future capital raises, thereby potentially reducing the impact of cash drag on the returns to investors. I will now turn it back over to Len..

Thanks, Tom. Before we move on to the Q&A portion of this call, I want to address the legislative environment, which is an important area of interest for our stakeholders. Recently, the United States House of Representatives passed the SAFE Banking Act for the fourth time which may, once again, face obstacles passing the Senate.

We believe this piece of legislation will be beneficial to the industry and to AFC Gamma. The SAFE Banking Act may allow for operators to have more banks to deposit their cash in. It may also allow the ability for consumers to use credit cards and dispensaries where cash is currently the predominant currency.

In relation to AFC Gamma, while it may provide for increased competition from state-chartered banks, we believe that our autoship could provide us with more cost-efficient capital. Today, AMC Gamma has a strong balance sheet, increased access to capital and a best-in-class team with years of combined lending experience and real estate experience.

We believe that we are ideally positioned as a first mover in a rapidly growing market, poised to deliver enhanced value for our shareholders. I will now turn it back over to the operator to start the Q&A..

[Operator Instructions]. Your first question comes Aaron Hecht with JMP Securities..

Congrats on holding your first earnings call..

Thanks, Aaron..

Yes. So in terms of the committed capital, the invested capital, it sounded like committed is up around $60 million since the IPO. And if I heard correctly, $40 million to $50 million has been invested, and that sounds like a pretty quick pace that you guys are putting money to work.

Is it reasonable to assume that, that pace holds? And then once you get the full deployment of your liquidity, how would you rank your options for additional capital?.

I'll let Robyn answer the first part, and I'll take the second part..

So thanks, Aaron, for your question. Year-to-date, we originated about $70 million of deals. And how we think about it is if you extrapolate that out, you can assume about $200 million of originations for the year. We expect that our origination volume should increase over time as our team continues to grow and new states come online.

Of our actionable pipeline of approximately $500 million, we believe that about 2/3 of deals will come to fruition. Although as we've stated, deals may take 3 to 9 months to close. And as cannabis is a fast-moving industry, it's difficult to predict how and when our pipeline will convert to close deals.

For instance, as Len described earlier, while we're very excited about the state in New York, we do not currently have any deals for New York in the actionable pipeline. So as I said earlier, I monitor our press releases where we plan - and let me clarify my earlier statement, plan to really announce deals that we are the lead agent on.

So if you follow us there, you'll be able to see as we convert pipeline deals to closed deals..

I think as you pointed out, too, it's - for the second part of your question, Aaron, it's difficult to predict when deals close and what quarter they close them. However, we're constantly monitoring that and going to match our available capital against those prospects and those potential closings. We'll continue to monitor it as we close deals..

Got you. And then in terms of 2Q, you put out the dividend number and a distributable earnings guidance range.

What are the factors that can push you towards the low or the high end of that range? And how should people be thinking about potential dividend catch-up in the remainder of the year? And what are the factors playing into that?.

Well, I think this is our first quarterly conference call as you point out, so we're still - the Board, I think, is still determining how to plan the dividend policy over time.

What I think they've determined is they want to pay a dividend substantially below the regular quarterly dividends or the distributable earnings that we have, so that's why we have that 75% to 90% range.

Obviously, we're only midway through the quarter, and the Board was comfortable enough to predict the range, what changes that is very simple, and I think we mentioned it before, right, it's timing of deal closings. And so any material deal that we lead agent, we're going to go to announce.

We're not announcing all deals, but we'll announce the material deals that we lead agent, so that should give a good sense for our pace of investment..

Your next question comes from Owen Bennett [ph] with Jefferies..

And I just wanted to come back to the pipeline, please, and a couple of questions related to that. And firstly, obviously, we've seen additional geographic diversification now.

Can we expect more of that with the pipeline as it stands right now? And then secondly, obviously, demand for capital increasing, while at the same time, we've generally seen the cost of capital coming in.

Are you finding that you're having to offer more favorable terms for new deals now? And if so, what sort of delta versus maybe sort of 6 months ago?.

Two good questions, there's no - we definitely are looking forward to continued geographical diversification. I think we're in 11 states - 12 states today. See it's 1 state, very quickly. 12 states today, and we look forward to continuing to invest in new states like New York and other states as they open.

Georgia has a big license that are going to be granted, and we look forward to doing some deals in Georgia as well, for example. As for demand for capital, and I think what we're getting here - what we're getting towards here in the question is yield compression and potentially, your compression in the market.

There's no question, as I said in my part, I think, that the big multistate operators are becoming more competitive in their demand for terms. And that's partially because, by the way, that these big multistate operators are having substantial cash flow.

And so to take Verano or Terraced or a lot of them or Curaleaf or a lot of the different big multistate operators that are out there, they've really hit through the cash inflection point in terms of generating a lot of cash flow versus their build-out stage, which was before.

And therefore, they demand much better terms in terms of their debt providing. We still believe that there's a great arbitrage between the Canadian-listed firms and our ability to source capital in America, and we look forward to providing capital to those large multistate operators..

Your next question comes from line of Christopher Nolan with Ladenburg Thalmann..

I guess first question is on the CECL reserve, is there a particular target of reserves to loans that you're going to try to keep going forward?.

Well, the CECL reserve is not really a target number that we're looking at. We evaluate every loan individually. We use multiple data points to - as inputs into our calculation, including things like loan loss statistics.

We have a third-party model that goes into our calculation, our knowledge of the borrowers and whether those loans are current and performing and calculate a reserve each quarter based on those inputs..

Okay. Great. And - I mean, earlier, did you mention that in the second quarter, distributable EPS will be in excess of the dividend or vice versa? I kind of missed it..

The distributable earnings would be in excess of the dividend..

Great.

And I guess for Len, going - how are you thinking more about economic inflation being a potential factor in coming months? How do you think you're going to be positioning the company to handle that, if at all, given that you got no debt?.

I think we're well positioned. I think we're - about half of our loans are floating rate, but half of our loans are fixed rate. I expect that proportion to continue.

So if you think about - if we eventually someday get to 1:1 leverage, and that's floating, we're actually - and we keep that proportion, we're well hedged against inflation in interest rates..

Great. Congratulations on your first call..

Thank you..

Your next question comes from Gerald Pascarelli with Cowen..

It's actually Vivien Azer on for Gerald. I was hoping you could discuss a little bit kind of the balance between partnering with large-scale U.S. MSOs and your aspirations there and juxtapose that with the potential for deflation in the market.

Seemingly, from my perspective, some of the opportunities that you talked about, like Missouri, which is prohibitive to MSOs should, in fact, drive more sustainable price inflation in the marketplace which I would think would be good for you guys as a lender. So if you can just talk about that dynamic, that would be helpful..

I think we're looking at two different - so we're looking at two different baskets. One basket is the single state or two state operators that we may want to be a big multistate operator or ultimately as we're seeing rapid acquiring - city state operators may get acquired.

And we're seeing the large multistate operators very acquisitive, but still listed in Canada which, even though they have great market caps, it's not so easy to do equity offerings. And so they're using debt and equity and cash as a part of those acquisitions as we're watching that happen.

And we really - we'd like to invest with the top multi-state operators. We think the credit worthiness is terrific. We think that the yields - the risk-adjusted yields are really strong. And as that - if that becomes a large proportion of our portfolio, the good news is we can borrow at less rates and drop the spread down to our investors.

So I'm excited for that business model. I think that's more of the business model for 2022 than 2021, but we're investing some amounts. We're in the terrace on loan, for example, and so we're investing some with the multistate operators this year..

[Operator Instructions]. Your next question comes on of Russell Stanley with Beacon Securities..

One of the higher-profile MSOs last night on the earnings call predicted that the center majority leaders want to wait to bill may finally be introduced this month, and there's talk that, that would be prioritized over SAFE Banking in the Senate.

Just wondering what you're hearing with respect to Tumorous Bill, its inclusions, and how you're preparing for that to the extent you can at this point?.

I'm not yet up to speed to answer the question on a view there, but I will have a view probably. I understand what tumorous initiatives have been and what the cannabis council has been developing, we pay attention to it.

There's been lots of back and forth, for example, SAFE Banking Act, as you probably noticed, doesn't even have a capital markets provision in it. And so I think that all of these bills, should they pass, if they have social equity component, won't pass because Senate won't approve it.

If they don't have a usual equity component may pass, and it will be most likely will be good for the industry. But they're constantly in flux. And so we are paying attention, but every day, we hear a different twist to it..

There are no further questions. I'd like to turn the call over to Len Tannenbaum, CEO..

Thank you, everyone, for attending our first quarterly conference call, and we look forward to continue to communicate in the future..

This concludes today's conference call. Thank you for participating. You may now disconnect..