UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): March 22, 2022

 

Chicago Atlantic Real Estate Finance, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland   001-41123   86-3125132

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

420 N. Wabash Avenue, Suite 500, Chicago, Illinois 60611

(Address of principal executive offices) (zip code)

 

Registrant’s telephone number, including area code (312) 809-7002

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on
which registered
Common stock, par value $0.01 per share   REFI   The Nasdaq Global Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On March 22, 2022, Chicago Atlantic Real Estate Finance, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2021. The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item7.01 Regulation FD Disclosure.

 

On March 22, 2022, the Company disseminated a presentation to be used in connection with its conference call to discuss its financial results for the fourth quarter and fiscal year ended December 31, 2021, which will be held on Tuesday, March 22, 2022 at 10:00 a.m. (eastern time). A copy of the presentation has been posted to the Company’s Investor Relations page of its website and is included herewith as Exhibit 99.2, and by this reference incorporated herein.

 

The information disclosed under this Item 7.01, including Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

d) Exhibits.

 

Exhibit

Number

  Description
     
99.1   Press release, dated March 22, 2022.
99.2   Fourth Quarter 2021 Earnings Supplemental Presentation, dated March 22, 2022.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.
       
Date: March 22, 2022 By:  /s/ Anthony Cappell
    Name:  Anthony Cappell
    Title: Chief Executive Officer

 

 

2

 

Exhibit 99.1 

 

 

Chicago Atlantic Real Estate Finance Announces Fourth Quarter 2021 Financial Results

 

CHICAGO—(March 22, 2022) Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI) (“Chicago Atlantic” or the “Company”), a commercial real estate finance company, today announced its results for the fourth quarter and period ended December 31, 2021.

 

Anthony Cappell, Chief Executive Officer of Chicago Atlantic, noted, “In the short time since our initial public offering, we have remained laser-focused on growing the loan originations pipeline, putting our capital to work at attractive yields, and building on Chicago Atlantic’s first-mover advantage in the cannabis space. As of last week, we have completed total loan fundings since the IPO of $114.7 million to 13 separate borrowers – nearly half were new relationships – and upsized our credit facility to meet the growing demand for capital in the limited-license states where we focus. The brand our principals have established over the past three years and a well-earned reputation for delivering on our commitments are quickly making us a lender of choice to leading cannabis operators.”

 

Financial Highlights

 

Net income of approximately $4.4 million in the fourth quarter of 2021, or $0.57 per basic weighted average common share
   
Adjusted Distributable Earnings of approximately $4.6 million in the fourth quarter of 2021, or $0.61 per basic weighted average common share
   
Net income of approximately $9.5 million in 2021 (for the period April 1 to December 31, 2021), or $1.47 per basic weighted average common share
   
Adjusted Distributable Earnings of approximately $9.9 million in 2021 (for the period April 1 to December 31, 2021), or $1.54 per basic weighted average common share
   
Book value per common share of $15.13 as of December 31, 2021

 

Investment Activity and Portfolio Performance

 

As of December 31, 2021, total loan commitments of approximately $235.1 million ($200.4 million funded, $34.7 million unfunded) across 21 portfolio companies
   
As of March 17, 2022, total loan commitments of approximately $324.2 million ($284.1 million funded, $40.1 million unfunded) across 23 portfolio companies
   
Since the IPO through March 17, 2022, funded a total of approximately $114.7 million, resulting in full deployment of the IPO proceeds
   
The portfolio’s weighted average yield to maturity was approximately 17.3% as of March 17, 2022 compared with approximately 18.6% as of December 31, 2021, and approximately 17.1% as of December 8, 2021, the date of the IPO

 

Fourth Quarter 2021 Financial Results

 

Total interest income of approximately $5.8 million
   
Total expenses of approximately $1.4 million
   
Net Income of approximately $4.4 million, or $0.57 per basic weighted average common share

 

 

 

 

Adjusted Distributable Earnings of approximately $4.6 million, or $0.61 per basic weighted average common share

 

2021 Financial Results (For the Period April 1 – December 31, 2021)

 

Total interest income of approximately $10.7 million
   
Total expenses of approximately $1.6 million
   
Net Income of approximately $9.5 million, or $1.47 per basic weighted average common share
   
Adjusted Distributable Earnings of approximately $9.9 million, or $1.54 per basic weighted average common share

 

Dividends

 

On January 14, 2022, Chicago Atlantic paid a regular quarterly cash dividend of $0.26 per outstanding share of common stock to stockholders of record on December 31, 2021
   
On March 21, 2022, the Board of Directors increased the regular quarterly cash dividend by 53.8% to $0.40 per outstanding share of common stock, payable on April 14, 2022 to common stockholders of record on March 31, 2022

 

Capital Markets Activity

 

Successfully completed an initial public offering and concurrent private placement in December 2021, and the IPO underwriters partially exercised their over-allotment option in January 2022 for a total of 7,021,550 shares issued, raising approximately $103.7 million in net proceeds. As of March 17, 2022, the Company has 17,752,603 diluted common shares outstanding.
   
Upsized revolving credit facility from $10 million to $45 million on December 16, 2021

 

Conference Call and Quarterly Earnings Supplemental Details

 

The Company will host a conference call and live audio webcast, both open for the general public to hear, later today at 10:00 a.m. Eastern Time. The number to call for this interactive teleconference is (855) 831-3062 (international callers: (270) 215-9505). A replay of the call will be available through March 29, 2022, by dialing (404) 537-3406 and entering the replay access code, 1377436.

 

The live audio webcast of the Company’s quarterly conference call will be available online in the Investor Relations section of the Company’s website at investors.refi.reit. The online replay will be available approximately one hour after the end of the call and archived for one year.

 

Chicago Atlantic posted its Fourth Quarter 2021 Earnings Supplemental on the Investor Relations page of its website. The Company expects to file its Annual Report on Form 10-K for the year ended December 31, 2021 with the Securities and Exchange Commission by March 31, 2022.

 

Chicago Atlantic routinely posts important information for investors on its website, www.refi.reit. The Company intends to use this website as a means of disclosing material information, for complying with our disclosure obligations under Regulation FD and to post and update investor presentations and similar materials on a regular basis. The Company encourages investors, analysts, the media and others interested in Chicago Atlantic to monitor the Investor Relations page of its website, in addition to following its press releases, SEC filings, publicly available earnings calls, presentations, webcasts and other information posted from time to time on the website. Please visit the IR Resources section of the website to sign up for email notifications.

 

2

 

 

About Chicago Atlantic Real Estate Finance, Inc.

 

Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI) is a market-leading mortgage REIT utilizing significant real estate, credit and cannabis expertise to originate senior secured loans primarily to state-licensed cannabis operators in limited-license states in the United States. Chicago Atlantic intends to elect and qualify to be taxed as a REIT under Section 856 of the Internal Revenue Code of 1986 and is managed by Chicago Atlantic REIT Manager, LLC.

 

Forward-Looking Statements

 

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views and projections with respect to, among other things, future events and financial performance. Words such as “believes,” “expects,” “will,” “intends,” “plans,” “guidance,” “estimates,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements, including statements about our future growth and strategies for such growth, are subject to the inherent uncertainties in predicting future results and conditions and are not guarantees of future performance, conditions or results. More information on these risks and other potential factors that could affect our business and financial results is included in our filings with the SEC. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect us. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

For REFI investor relations please contact:

 

Tripp Sullivan

SCR Partners

(615) 942-7077

IR@REFI.reit

 

For REFI media relations please contact:

 

Annie Graf

KCSA Strategic Communications

(786) 390-2644

PR@REFI.reit

 

3

 

 

Chicago Atlantic Real Estate Finance, Inc.

Consolidated Balance Sheet (Unaudited)

 

 

   December 31,
2021
   March 31,
2021
 
Assets        
Loans held for investment  $196,984,566   $- 
Current expected credit loss reserve   (134,542)   - 
Loans held for investment, net   196,850,024    - 
Cash   80,248,526    100,000 
Interest receivable   197,735    - 
Other assets, net   868,022    - 
Other receivables   6,148    - 
Total Assets  $278,170,455   $100,000 
Liabilities          
Interest reserve  $6,636,553   $- 
Dividend payable   4,537,924    - 
Investment payable   1,800,000    - 
Management fee payable   905,123    - 
Accounts payable and accrued expenses   212,887    - 
Total Liabilities   14,092,487    - 
Commitments and contingencies           
           
Stockholders' equity          
Common stock, par value $0.01 per share, 100,000,000 shares authorized and 17,453,553 shares issued and outstanding at December 31, 2021   173,551    64 
Additional paid-in-capital   264,081,977    99,936 
Accumulated earnings (deficit)   (177,560)   - 
Total stockholders' equity   264,077,968    100,000 
           
Total liabilities and stockholders' equity  $278,170,455   $100,000 

 

4

 

 

Chicago Atlantic Real Estate Finance, Inc.

Consolidated Statement of Operations (Unaudited)

 

 

   Three
Months
Ended
December 31, 2021
   For the
period from
April 1,
2021 to
December 31, 2021
 
Revenues        
Interest income  $5,779,304   $10,749,468 
Prepayment fee income   -    325,648 
Total revenues   5,779,304    11,075,116 
           
Expenses          
Management Fees, net   905,123    905,123 
General and administrative expense   181,555    195,087 
Organizational expense   63,301    167,591 
Provision for current expected credit losses   147,949    147,949 
Amortization of deferred debt issuance costs   33,943    75,861 
Professional fees   57,458    57,458 
Stock based compensation   29,611    29,611 
Total expenses   1,418,940    1,578,680 
           
Net Income before income taxes   4,360,364    9,496,436 
Income tax expense   -    - 
Net Income  $4,360,364   $9,496,436 
           
Earnings per common share:          
Basic earnings per common share (in dollars per share)  $0.57   $1.47 
Diluted earnings per common share (in dollars per share)  $0.57   $1.47 
           
Weighted average number of common shares outstanding:          
Basic weighted average shares of common stock outstanding (in shares)   7,599,597    6,442,865 
Diluted weighted average shares of common stock outstanding (in shares)   7,622,067    6,450,383 

 

5

 

 

Non-GAAP Metrics

 

In addition to using certain financial metrics prepared in accordance with GAAP to evaluate our performance, we also use Distributable Earnings and Adjusted Distributable Earnings to evaluate our performance. Each of Distributable Earnings and Adjusted Distributable Earnings is a measure that is not prepared in accordance with GAAP. We define Distributable Earnings as, for a specified period, the net income (loss) computed in accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) Incentive Compensation, (iii) depreciation and amortization, (iv) any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income (loss); provided that Distributable Earnings does not exclude, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash, (v) provision for current expected credit losses and (vi) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between our Manager and our independent directors and after approval by a majority of such independent directors. We define Adjusted Distributable Earnings, for a specified period, as Distributable Earnings excluding certain non-recurring organizational expenses (such as one-time expenses related to our formation and start-up).

 

We believe providing Distributable Earnings and Adjusted Distributable Earnings on a supplemental basis to our net income as determined in accordance with GAAP 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 and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of such taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons that stockholders invest in our common stock, we generally intend to attempt to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our Board. Distributable Earnings is one of many factors considered by our Board in authorizing dividends and, while not a direct measure of net taxable income, over time, the measure can be considered a useful indicator of our dividends.

 

Distributable Earnings and Adjusted Distributable Earnings should not be considered as substitutes for GAAP net income. We caution readers that our methodology for calculating Distributable Earnings and Adjusted Distributable Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our reported Distributable Earnings and Adjusted Distributable Earnings may not be comparable to similar measures presented by other REITs.

 

6

 

 

Chicago Atlantic Real Estate Finance, Inc.

Reconciliation of Distributable Earnings and Adjusted Distributable

Earnings to GAAP Net Income

 

   Three
Months
Ended
December 31, 2021
   For the
period from
April 1,
2021 to December 31, 2021
 
Net Income  $4,360,364   $9,496,436 
Adjustments to net income          
Non-cash equity compensation expense   29,611    29,611 
Depreciation and amortization   33,943    75,861 
Unrealized (gain), losses, or other non-cash items   -    - 
Provision for current expected credit losses   147,949    147,949 
One-time events pursuant to changes in GAAP and certain non-cash charges   -    - 
Distributable Earnings  $4,571,867   $9,749,857 
Adjustments to Distributable Earnings          
Certain organizational expenses   63,301    167,591 
Adjusted Distributable Earnings  $4,635,168   $9,917,448 
Basic weighted average shares of common stock outstanding (in shares)   7,599,597    6,442,865 
Adjusted Distributable Earnings per weighted average share  $0.61   $1.54 
Diluted weighted average shares of common stock outstanding (in shares)   7,622,067    6,450,383 
Adjusted Distributable Earnings per weighted average share  $0.61   $1.54 

 

 

7

 

Exhibit 99.2

 

Fourth Quarter 2021 Earnings Supplemental March 22, 2022

 

 

This presentation contains forward - looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 , regarding future events and the future results of the Company that are based on current expectations, estimates, forecasts, projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company . Words such as “address,” “anticipate,” “believe,” “consider,” “continue,” “develop,” “estimate,” “expect,” “further,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” variations of such words and similar expressions are intended to identify such forward - looking statements . Such statements reflect the current views of the Company and its management with respect to future events and are subject to certain risks, uncertainties and assumptions . Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company’s actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward - looking statements . This presentation has been prepared by the Company based on information it has obtained from sources it believes to be reliable . Summaries of documents contained in this presentation may not be complete . The Company does not represent that the information herein is complete . The information in this presentation is current only as of December 31 , 2021 or such other date noted in this presentation , and the Company’s business or financial condition and other information in this presentation may change after that date . The Company undertakes no obligation to update any forward - looking statements in order to reflect any event or circumstance occurring after the date of this presentation or currently unknown facts or conditions . You are urged to review and carefully consider any cautionary statements and other disclosures, including the statements under the heading “Risk Factors” and elsewhere in the Company’s filings with the Securities and Exchange Commission . Factors that may cause actual results to differ materially from current expectations include, among others : the Company’s business and investment strategy ; the impact of COVID - 19 on the Company’s business and the global economy ; the war between Russia and the Ukraine and market volatility resulting from such conflict ; the ability of Chicago Atlantic REIT Manager, LLC (the “Manager”) to locate suitable loan opportunities for the Company, monitor and actively manage the Company’s loan portfolio and implement the Company’s investment strategy ; allocation of loan opportunities to the Company by the Manager ; the Company’s projected operating results ; actions and initiatives of the U . S . or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including the fact that cannabis remains illegal under federal law ; the estimated growth in and evolving market dynamics of the cannabis market ; the demand for cannabis cultivation and processing facilities ; shifts in public opinion regarding cannabis ; the state of the U . S . economy generally or in specific geographic regions ; economic trends and economic recoveries ; the amount and timing of the Company’s cash flows, if any, from the Company’s loans ; the Company’s ability to obtain and maintain financing arrangements ; the Company’s expected leverage ; changes in the value of the Company’s loans ; the Company’s expected portfolio of loans ; the Company’s expected investment and underwriting process ; rates of default or decreased recovery rates on the Company’s loans ; the degree to which any interest rate or other hedging strategies may or may not protect the Company from interest rate volatility ; changes in interest rates and impacts of such changes on the Company’s results of operations, cash flows and the market value of the Company’s loans ; interest rate mismatches between the Company’s loans and the Company’s borrowings used to fund such loans ; the departure of any of the executive officers or key personnel supporting and assisting the Company from the Manager or its affiliates ; impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters ; the Company’s ability to maintain the Company’s exclusion or exemption from registration under the Investment Company Act ; the Company’s ability to qualify and maintain the Company’s qualification as a REIT for U . S . federal income tax purposes ; estimates relating to the Company’s ability to make distributions to its stockholders in the future ; the Company’s understanding of its competition ; and market trends in the Company’s industry, interest rates, real estate values, the securities markets or the general economy . Market and Industry Data In this presentation, the Company relies on and refers to certain information and statistics obtained from third - party sources which it believes to be reliable, including reports by market research firms . The Company has not independently verified the accuracy or completeness of any such third - party information . Because the cannabis industry is relatively new and rapidly evolving, such market and industry data may be subject to significant change in a relatively short time period . Important Disclosure Information Chicago Atlantic Real Estate Finance, Inc. | 2

 

 

▪ Successful IPO in December 2021 (NASDAQ: REFI) ▪ Track record of identifying market inefficiencies, particularly where risk is fundamentally mispriced ▪ Ability to redeploy capital quickly ▪ Access to Sponsor’s leading cannabis lending platform as lead or co - lead ▪ Proprietary sourcing network and direct originations team ▪ Experienced and robust origination team responsible for sourcing and closing over $1.2B in credit facilities since 2019 ▪ Sizable and growing loan portfolio offering compelling risk - adjusted returns ▪ Diversified across operators, geographies and asset types with strong real estate collateral coverage as well as additional collateral Company Overview Chicago Atlantic Real Estate Finance, Inc. | 3 $ 979 mm near - term pipeline under evaluation (1) $1.2B in loans closed since platform inception (1) 38 cannabis loans closed across platform (1) $ 324 mm current portfolio size (1) with substantial pipeline 17.3 % gross portfolio yield (1) 1.8 x real estate collateral coverage in current portfolio (1) Note: (1) As of March 17, 2022

 

 

Investment Highlights Chicago Atlantic Real Estate Finance, Inc. | 4 Pioneer in cannabis lending with first - mover advantage Proprietary and extensive deal sourcing capabilities Differentiated investment approach Compelling opportunity in rapidly growing cannabis market Lender of choice to leading cannabis operators

 

 

Industry - Leading Management and Investment Team Deep Cannabis, Credit and Real Estate Expertise With Entrepreneurial Approach Note: (1) Denotes member of Investment Committee Peter Sack (1) Co - President ▪ Former Principal at BC Partners Credit, leading their cannabis practice ▪ Underwritten $138mm in cannabis credit transactions ▪ Former private equity investor, focusing on distressed industrial opportunities ▪ MBA from University of Pennsylvania’s Wharton School of Business and BA from Yale University Lindsay Menze CFO ▪ Finance and accounting expert, with over 10 years of experience, focusing on complex accounting and financial reporting ▪ Former Director at RSM US and Manager at Deloitte, focusing primarily on real estate industry ▪ CPA and BBA from University of Notre Dame Andreas Bodmeier (1) Co - President and CIO ▪ Underwritten over $500mm in cannabis credit transactions ▪ Former Principal of consulting firm focused on FX and commodity risk management ▪ Former Senior Advisor, U.S. Dept. of Health and Human Services ▪ PhD in Finance and MBA from Chicago Booth and MSc from Humboldt University (Berlin) John Mazarakis (1) Executive Chairman ▪ Originated over $500mm in cannabis credit transactions ▪ Developed and owns over 1mm sf of real estate across 4 states ▪ Founded restaurant group with 30+ units and 1,200+ employees ▪ MBA from Chicago Booth and BA from University of Delaware Tony Cappell (1) CEO ▪ Debt investor with over 15 years of experience, beginning at Wells Fargo Foothill ▪ Completed over 150 deals, comprising over $5bn in total credit ▪ Former Managing Director and Head of Underwriting at Stonegate Capital ▪ MBA from Chicago Booth and BA from University of Wisconsin 100 YEARS OF COMBINED EXPERIENCE AND OVER $8 BILLION IN REAL EST ATE AND COMMERCIAL CREDIT Chicago Atlantic Real Estate Finance, Inc. | 5

 

 

Veteran Independent Directors Significant Public Board, REIT, Financial and Corporate Governance Expertise Michael Steiner ▪ Current investor in Chicago Atlantic ▪ Founder and President of Service Energy and Petroleum Equipment, which are engaged in distribution of petroleum products ▪ Expert in highly regulated industries ▪ BA in History from Wake Forest University and MBA from University of Delaware Donald Gulbrandsen ▪ Current investor in Chicago Atlantic ▪ Founder and CEO of Gulbrandsen Companies, a holding company for specialty chemical manufacturing companies ▪ Products sold in over 45 countries ▪ Over 900 employees in 7 facilities worldwide ▪ BS in Chemical Engineering and BA in History from Cornell University Brandon Konigsberg ▪ Former CFO at J.P. Morgan Securities and Managing Director at JPMorgan Chase ▪ Current member of board of directors of GTJ REIT, SEC - registered equity REIT ▪ Former auditor at Goldstein, Golub and Kessler ▪ CPA and BA in Accounting from University of Albany and MBA from New York University’s Stern School of Business Jason Papastavrou ▪ Lead Independent Director ▪ Founder and CIO of ARIS Capital Management ▪ Current member of board of directors of GXO Logistics (NYSE:GXO); and, previous board member of XPO Logistics (NYSE:XPO) and United Rentals (NYSE:URI) ▪ BS in Mathematics and MS and PhD in Electrical Engineering and Computer Science from MIT Fredrick C. Herbst ▪ Audit Committee Chair ▪ Former CFO of Ready Capital (NYSE:RC) and Arbor Realty Trust (NYSE:ABR), two publicly traded, commercial mortgage REITs ▪ Former Managing Director of Waterfall Asset Management ▪ Former CFO of Clayton Holdings and The Hurst Companies ▪ CPA and BA in Accounting from Wittenberg University Chicago Atlantic Real Estate Finance, Inc. | 6

 

 

Investment Portfolio Activity Chicago Atlantic Real Estate Finance, Inc. | 7 $58.3 $129.5 $200.4 $284.1 $13.7 $43.0 $34.7 $40.1 Q2 2021 Q3 2021 Q4 2021 As of March 17, 2022 Funded Unfunded COMMITMENTS (in millions) $72.0 $140.0 $235.1 $324.2 Weighted average yield to maturity of ~17.3% as of March 17, 2022

 

 

Portfolio Diversity Chicago Atlantic Real Estate Finance, Inc. | 8 Our portfolio is diversified across operators, geographies, and asset types PRINCIPAL OUTSTANDING (1) By Loan 0% 11% 2% 10% 7% 4% 1% 5% 2% 7% 3% 5% 0% 1% 7% 4% 4% 2% 1% 3% 4% 11% 6% By Location 89.9% 9.7% Retail & Industrial Industrial Retail By Real Estate Collateral Type $285M 31% 13% 7% 17% 4% 3% 1% 1% 12% 11% Various Pennsylvania Maryland Michigan Arizona West Virginia Illinois Massachusetts Florida Ohio $285M $285M Note: (1) As of March 17, 2022

 

 

Loan Collateral Coverage Chicago Atlantic Real Estate Finance, Inc. | 9 1.8x real estate collateral coverage ADDITIONAL COLLATERAL Portfolio Weighted Average (1.8x) Our loans to owner operators in the state - licensed cannabis industry are secured by additional collateral, including personal guarantee where applicable subject to local laws and regulations: REAL ESTATE COLLATERAL COVERAGE (1) Accounts Receivable Equipment Licenses/ Equity Pledges <1x 1-1.5x 1.5-2x >2x As percentage of total principal balance, as of March 17, 2022 40% 30% 23% 7% (1) See page 17 for real estate collateral coverage by loan. Expressed as percentage of total principal balance of $280.4 million as of March 17, 2022.

 

 

Total Commitment: $324.2M Portfolio Overview (as of March 17, 2022) Loan Initial Funding Date (1) Maturity Date (2) Total Commitment (3) Principal Balance as of 3/17/2022 (12) Percentage of Our Loan Portfolio Future Fundings Interest Rate (4) Periodic Payment (5) YTM IRR (6) 1 (8) 12/31/19 12/31/22 $ 800,000 $ 547,500 0.2% $ — 15.00% P&I 21.3% 2 7/2/20 5/30/23 $ 30,000,000 $ 30,000,000 10.7% $ — 10.07% I/O 13.1% 3 11/19/20 1/31/25 $ 7,750,000 $ 6,975,000 2.5% $ — P + 11.00% (7) P&I 17.7% 4 3/5/21 12/31/24 $ 29,175,000 $ 29,268,269 10.4% $ — P + 6.65% (7) Cash, 2.5% PIK I/O 13.7% 5 3/25/21 3/31/24 $ 19,014,719 $ 19,279,150 6.9% $ — 13.625% Cash, 2.75% PIK P&I 20.7% 6 (9) 4/19/21 4/28/23 $ 12,900,000 $ 11,046,631 3.9% $ 2,449,952 19.85% P&I 25.3% 7 4/19/21 4/28/23 $ 3,500,000 $ 1,500,000 0.5% $ 2,000,000 P + 12.25% (7) P&I 17.6% 8 5/28/21 5/31/25 $ 12,900,000 $ 13,189,696 4.7% $ — P + 10.75% (7) Cash, 4% PIK (10) P&I 20.1% 9 8/20/21 2/20/24 $ 6,000,000 $ 4,500,000 1.6% $ 1,500,000 P + 9.00% (7) P&I 13.5% 10 8/24/21 8/30/24 $ 25,000,000 $ 19,372,262 6.9% $ 5,714,286 13% Cash, 1% PIK P&I 16.0% 11 9/1/21 9/1/24 $ 9,500,000 $ 9,584,506 3.4% $ — P + 9.25% (7) Cash, 2% PIK P&I 17.7% 12 9/3/21 6/30/24 $ 15,000,000 $ 15,223,879 5.4% $ — P + 10.75% (7) Cash, 3% PIK P&I 19.5% 13 9/20/21 9/30/24 $ 470,411 $ 405,076 0.1% $ — 11.00% P&I 21.4% 14 9/21/21 3/21/22 $ 3,100,000 $ 3,100,000 1.1% $ — 17.00% I/O 26.2% 15 9/30/21 9/30/24 $ 20,000,000 $ 20,168,341 7.2% $ — P + 8.75% (7) Cash, 2% PIK I/O 17.6% 16 11/8/21 10/31/24 $ 20,000,000 $ 12,000,000 4.3% $ 8,000,000 13.00% P&I 18.5% 17 11/22/21 11/22/22 $ 10,600,000 $ 10,600,000 3.8% $ — P + 7.00% (7) I/O 12.6% 18 12/27/21 12/27/26 $ 5,000,000 $ 5,021,902 1.8% $ — 15% Cash, 2.5% PIK P&I 19.3% 19 12/29/21 12/29/23 $ 6,000,000 $ 3,630,568 1.3% $ 2,400,000 10.50% Cash, 1% to 5% PIK (11) I/O 18.3% 20 12/30/21 12/31/24 $ 13,000,000 $ 7,500,000 2.7% $ 5,500,000 P + 9.25% (7) P&I 18.9% 21 1/18/22 1/31/25 $ 25,000,000 $ 15,000,000 3.6% $ 10,000,000 11.00% P&I 13.1% 22 2/3/22 2/28/25 $ 30,000,000 $ 30,062,500 10.7% $ — P + 8.25% (7) Cash, 3% PIK P&I 20.7% 23 3/11/22 8/9/25 $ 20,000,000 $ 17,500,000 6.2% $ 2,500,000 11.0% Cash, 3% PIK P&I 16.7% Subtotal $ 324,210,130 $ 285,457,780 100.0% $ 40,064,238 14.0 % Wtd Average 17.3% Chicago Atlantic Real Estate Finance, Inc. | 10

 

 

Portfolio Overview (continued) Chicago Atlantic Real Estate Finance, Inc. | 11 Notes: (1) All loans originated prior to April 1, 2021 were purchased from affiliated entities at fair value plus accrued interest on or su bsequent to April 1, 2021 (2) Certain loans have extension options from original maturity date (3) Total Commitment excludes future amounts to be advanced at sole discretion of the lender (4) “P” = prime rate and depicts floating rate loans that pay interest at the prime rate plus a specific percentage; “PIK” = paid in kind interest (5) P&I = principal and interest. I/O = interest only. P&I loans may include interest only periods for a portion of the loan term (6) Includes OID, unused fees, and exit fees, but assumes no prepayment penalties or early payoffs (7) Subject to prime rate floor of 3.25% (8) The aggregate loan commitment to Loan #2 includes a $4.005 million initial advance which has an interest rate of 15.25% and a se cond advance of $15.995 million which has an interest rate of 9.75%, and a third advance of $10.0 million which has an interest rate of 8.5%. The statistics presented reflect the weighted av erage of the terms under both advances for the total aggregate loan commitment. (9) The aggregate loan commitment to Loan #6 includes $8.4 million advanced which has an interest rate of P + 11.75% and 2.00% PI K, and a second commitment of $2.0 million which has an interest rate of 39.00%. The statistics presented reflect the weighted average of the terms under all advances for the total aggregate lo an commitment. (10) Subject to adjustment not below 2% if borrower receives at least two consecutive quarters of positive cash flow after the clo sin g date (11) PIK is variable with an initial rate of five percent (5.00%) per annum, until Borrower’s delivery to Administrative Agent and th e Lenders of audited financial statements for the Fiscal Year ending December 31, 2021, at which time the PIK interest rate shall equal a rate of one percent (1.00%) if EBITDA is greater than $6 ,00 0,000; three percent (3.00%) if EBITDA is greater than $4,000,000 and less than or equal to $6,000,000; or will remain at five percent (5.00%) if EBITDA is less than $4,000,000. (12) Principal as of 3/17/2022 excludes any accrued PIK interest from 3/1/2022 through 3/17/2022 for loans which PIK interest is a co mponent of interest rate.

 

 

Driven by proprietary deal sourcing Total current pipeline of approximately $979mm ▪ Recent legalization at the state level creates a new influx of opportunities ▪ Increase in M&A activity requires additional debt financing ▪ Robust set of profitable operators and refinancing opportunities Note: (1) Other collateral may consist of one or more of the following assets: accounts receivable, equipment, and licenses or ownershi p i nterests in licensed cannabis companies. The collateral described in this table may refer to properties that are, and will be , s ubject to various local laws and regulatory requirements that may restrict the use of collateral and our ability to foreclose on the collateral Loan Origination Pipeline Over 500 Qualified Deals Sourced and Reviewed $979mm in Potential Fundings $400mm+ Terms Issued $112mm in Signed Term Sheets Chicago Atlantic Real Estate Finance, Inc. | 12

 

 

$7.4 $11.2 $13.4 $18.2 $21.8 $25.0 $27.4 $5.9 $9.1 $11.5 $13.0 $14.0 $14.8 $15.5 2019 2020 2021E 2022E 2023E 2024E 2025E Adult-Use Sales Medical Sales $13.2 $20.3 $24.9 $31.2 $35.7 $39.7 $42.9 Note: (1) Per New Frontier Data U.S. CANNABIS SALES (1) MARKET DRIVERS Compelling Market Opportunity ▪ Sales of the U.S. cannabis industry expected to rival beer ($100bn), spirits ($97bn) and wine ($62bn) by 2030 ▪ Continued legalization at state level expected to drive continued demand for capital ▪ Highly fragmented industry ripe for consolidation ▪ State and local governments deemed cannabis essential businesses during pandemic ▪ Wave of East Coast Legalization ($ in billions) Chicago Atlantic Real Estate Finance, Inc. | 13

 

 

Note: (1) Per DISA Global Solutions, as of March 2022 Compelling Market Opportunity Legalized Medical and/or Decriminalized CBD Only or Fully Prohibited LEGISLATIVE TAILWINDS CURRENT LEGALIZATION (1) : 37 STATES ▪ Continued state - level legalization, including transition from medical to adult - use cannabis ▪ SAFE Banking Act would protect banks providing services to state - licensed cannabis businesses ▪ Chicago Atlantic expects to have a lower cost of capital on bank financing as a result of the SAFE Banking Act Chicago Atlantic Real Estate Finance, Inc. | 14

 

 

Shorter loan durations Better diversification Lower LTVs Deal leads Ability to upsize Close relationships with management teams We negotiate the deal REIT shares 50% of the origination fee Underwrite enterprise value in the borrowers Competitive Landscape COMPETITORS: GROUPS Mortgage REITs BDCs Sale/ Leaseback REITs Cannabis - Focused Lenders Community Banks COMPETITIVE ADVANTAGES Our borrower’s only source of debt Chicago Atlantic Real Estate Finance, Inc. | 15

 

 

2021 Financial Overview Appendix Chicago Atlantic Real Estate Finance, Inc. | 16

 

 

Notes: (1) Senior Real Estate Corporate Loans are structured as loans to owner operators secured by real estate. Senior Loans are loans to a property owner and leased to third party tenant. (2) Real estate is based on appraised value as is, or on a comparable cost basis, as completed. The real estate values shown in the collateral table are estimates by a third - party appraiser of the market value of the subject real property in its current ph ysical condition, use, and zoning as of the appraisal date. The appraisals assume that the highest and best use is use as a cannabis cultivator or dispensary, as applicable. The appraisals recognize that the current use is highly regulated by the state in which the property is located; however, there are sales of comparable properties that dem on strate that there is a market for such properties. The appraisals utilize these comparable sales for the appraised property’s value in use. For properties used for cannabis cultivation, the appraisals use sim ilar sized warehouses in their conclusion of the subject’s “as - is” value without licenses to cultivate cannabis. However, the ap praised value is assumed to be realized from a purchase by another state - licensed cannabis operator or a third party purchaser that would lease the subject property to a state - licensed cannabis operator. The re gulatory requirements related to real property used in cannabis - related operations may cause significant delays or difficulties in transferring a property to another cannabis operator, as the state regulator may require inspection and approval of the new tenant/user. Further, the value is also determined using the income approach, base d o n market lease rates for comparable properties, whether dispensaries or cultivation facilities. It indicates the value to a t hir d - party owner that leases to a dispensary or cultivation facility. Finally, the appraisal contains a value based on the cost for another operator to construct a similar facility, which we refer to as the “cost appro ach .” We believe the cost approach provides an indication of what another state - licensed operator would pay for a separate facility instead of constructing it itself. The appraisal’s opinion of value reflects current conditions and the likely actions of market participants as of the date of appraisal. It is based on the available informatio n g athered and provided to the appraiser, and does not predict future performance. Changing market or property conditions can an d l ikely will have an effect on the subject’s value. Collateral Overview (as of March 17, 2022) Loan Investment (1 ) Location Property Type Principal Balance as of 3/17/2022 Implied Real Estate Collateral for REIT (2) Our Real Estate Collateral Coverage as of 3/17/2022 1 Senior Real Estate Corporate Loan Michigan Retail $ 547,500 $ 1,710,000 3.1x 2 Senior Real Estate Corporate Loan Various Retail/Industrial $ 30,000,000 $ 107,943,025 3.6x 3 Senior Real Estate Corporate Loan Pennsylvania Retail/Industrial $ 6,957,500 $ 3,680,000 0.5x 4 Senior Real Estate Corporate Loan Michigan Retail/Industrial $ 29,268,269 $ 35,178,185 1.2x 5 Senior Real Estate Corporate Loan Various Retail/Industrial $ 19,279,150 $ 23,866,650 1.2x 6 Senior Real Estate Corporate Loan Arizona Industrial $ 11,046,631 $ 19,700,000 1.8x 7 Senior Real Estate Corporate Loan Massachusetts Retail/Industrial $ 1,500,000 $ 907,500 0.6x 8 Senior Real Estate Corporate Loan Pennsylvania Industrial $ 13,189,696 $ 25,000,000 1.9x 9 Senior Real Estate Corporate Loan Michigan Retail/Industrial $ 4,500,000 $ 10,900,000 2.4x 10 Senior Real Estate Corporate Loan Various Retail/Industrial $ 19,372,262 $ 28,052,731 1.4x 11 Senior Real Estate Corporate Loan West Virginia Retail/Industrial $ 9,584,506 $ 16,640,000 1.7x 12 Senior Real Estate Corporate Loan Pennsylvania Retail/Industrial $ 15,223,879 $ 16,700,000 1.1x 13 Senior Loan Michigan Retail $ 405,076 $ 3,000,000 7.4x 14 Senior Real Estate Corporate Loan Illinois Industrial $ 3,100,000 $ 4,753,389 1.5x 15 Senior Real Estate Corporate Loan Maryland Retail/Industrial $ 20,168,341 $ 32,000,000 1.6x 16 Senior Real Estate Corporate Loan Various Retail/Industrial $ 12,000,000 $ 48,260,000 4.0x 17 Senior Real Estate Corporate Loan Michigan Retail/Industrial $ 10,600,000 $ 17,062,227 1.6x 18 Senior Real Estate Corporate Loan Various Retail/Industrial $ 5,021,902 $ — 0.0x 19 Senior Real Estate Corporate Loan Michigan Retail/Industrial $ 3,603,568 $ 9,510,000 2.6x 20 Senior Real Estate Corporate Loan Florida Retail/Industrial $ 7,500,000 $ — 0.0x 21 Senior Real Estate Corporate Loan Florida Retail/Industrial $ 15,000,000 $ 35,825,000 2.4x 22 Senior Real Estate Corporate Loan Ohio Retail/Industrial $ 30,062,500 $ 32,638,235 1.1x 23 Senior Real Estate Corporate Loan Florida Retail/Industrial $ 17,500,000 $ 30,000,000 1.7x $ 285,457,780 $ 473,326,942 1.8x Chicago Atlantic Real Estate Finance, Inc. | 17

 

 

Total Commitment: $235.1M Portfolio Overview (as of December 31, 2021) Loan Initial Funding Date (1) Maturity Date (2) Total Commitment (3) Principal Balance as of 12/31/2021 Percentage of Our Loan Portfolio Future Fundings Interest Rate (4) Periodic Payment (5) YTM IRR (6) 1 12/31/19 12/31/22 $ 800,000 $ 567,500 0.3% $ — 15.00% P&I 21.3% 2 (8) 7/2/20 5/30/23 $ 30,000,000 $ 30,000,000 15.0% $ — 10.07% I/O 13.1% 3 11/19/20 11/30/23 $ 3,750,000 $ 2,957,500 1.5% $ 500,000 P + 11.00% (8) P&I 17.5% 4 (9) 3/5/21 7/31/23 $ 17,875,167 $ 11,875,167 5.9% $ 6,000,000 P + 10.00% (7) P&I 13.5% 5 3/25/21 3/31/24 $ 17,218,015 $ 17,410,081 8.7% $ — 13.625% Cash, 2.75% PIK P&I 20.7% 6 (13) 4/19/21 4/28/23 $ 12,900,000 $ 9,984,409 5.0% $ 2,994,952 19.85% P&I 25.3% 7 4/19/21 4/28/23 $ 3,500,000 $ 1,500,000 0.7% $ 2,000,000 P + 12.25% (7) P&I 17.4% 8 5/28/21 5/31/25 $ 12,900,000 $ 13,103,653 6.5% $ — P + 10.75% (7) Cash, 4% PIK (10) P&I 19.9% 9 8/20/21 2/20/24 $ 6,000,000 $ 4,500,000 2.2% $ 1,500,000 P + 9.00% (7) P&I 13.3% 10 8/24/21 8/30/24 $ 25,000,000 $ 19,340,552 9.6% $ 5,714,286 13% Cash, 1% PIK P&I 16.0% 11 9/1/21 9/1/24 $ 9,500,000 $ 9,457,895 4.7% $ 95,329 P + 9.25% (7) Cash, 2% PIK P&I 17.5% 12 9/3/21 6/30/24 $ 15,000,000 $ 15,149,304 7.6% $ — P + 10.75% (7) Cash, 3% PIK P&I 19.3% 13 9/20/21 9/30/24 $ 470,411 $ 431,210 0.2% $ — 11.00% P&I 21.4% 14 9/21/21 3/21/22 $ 3,100,000 $ 3,100,000 1.5% $ — 17.00% I/O 26.2% 15 9/30/21 9/30/24 $ 20,000,000 $ 20,102,396 10.0% $ — P + 8.75% (7) Cash, 2% PIK I/O 17.4% 16 11/8/21 10/31/24 $ 20,000,000 $ 12,000,000 6.0% $ 8,000,000 13.00% P&I 18.5% 17 11/22/21 11/22/22 $ 10,600,000 $ 10,600,000 5.3% $ — P + 7.00% (7) I/O 12.4% 18 12/27/21 12/27/26 $ 5,000,000 $ 5,001,389 2.5% $ — 15% Cash, 2.5% PIK P&I 19.3% 19 12/29/21 12/29/23 $ 6,000,000 $ 3,601,000 1.8% $ 2,400,000 10.50% Cash, 1% to 5% PIK (11) I/O 18.3% 20( 12) 12/29/21 3/29/22 $ 2,450,000 $ 2,450,000 1.2% $ — 8.50% I/O 124.7% 21 12/30/21 12/31/24 $ 13,000,000 $ 7,500,000 3.7% $ 5,500,000 P + 9.25% (7) P&I 18.7% Subtotal $ 235,063,593 $ 200,632,056 100.0% $ 34,704,567 14.0 % Wtd Average 18.6% Chicago Atlantic Real Estate Finance, Inc. | 18

 

 

Portfolio Overview (continued) Chicago Atlantic Real Estate Finance, Inc. | 19 Notes: (1) All loans originated prior to April 1, 2021 were purchased from affiliated entities at fair value plus accrued interest on or su bsequent to April 1, 2021 (2) Certain loans have extension options from original maturity date (3) Total Commitment excludes future amounts to be advanced at sole discretion of the lender (4) “P” = prime rate and depicts floating rate loans that pay interest at the prime rate plus a specific percentage; “PIK” = paid in kind interest (5) P&I = principal and interest. I/O = interest only. P&I loans may include interest only periods for a portion of the loan term (6) Includes OID, unused fees, and exit fees, but assumes no prepayment penalties or early payoffs (7) Subject to prime rate floor of 3.25% (8) The aggregate loan commitment to Loan #2 includes a $4.005 million initial advance which has an interest rate of 15.25% and a se cond advance of $15.995 million which has an interest rate of 9.75%, and a third advance of $10.0 million which has an interest rate of 8.5%. The statistics presented reflect the weighted average of t he terms under both advances for the total aggregate loan commitment. (9) The aggregate loan commitment to Loan #4 includes a $5.98 million initial advance which has an interest rate of P + 10.00%, m atu ring on March 31, 2022 and a second advance of $4.0 million which has an interest rate of P + 10.00%, maturing on July 31, 2023. The statistics presented reflect the weighted average of the terms un der both advances for the total aggregate loan commitment. (10) Subject to adjustment not below 2% if borrower receives at least two consecutive quarters of positive cash flow after the clo sin g date (11) PIK is variable with an initial rate of five percent (5.00%) per annum, until Borrower’s delivery to Administrative Agent and th e Lenders of audited financial statements for the Fiscal Year ending December 31, 2021, at which time the PIK interest rate shall equal a rate of one percent (1.00%) if EBITDA is greater than $6,000,000; thr ee percent (3.00%) if EBITDA is greater than $4,000,000 and less than or equal to $6,000,000; or will remain at five percent (5.00%) if EBITDA is less than $4,000,000. (12) The YTM IRR on Loan #20 is 124.7% due to the short term nature of the loan and amount of OID withheld during funding. (13) The aggregate loan commitment to Loan #6 includes $7.9 million advanced which has an interest rate of P + 11.75% and 2.00% PI K, and a second commitment of $2.0 million which has an interest rate of 39.00%. The statistics presented reflect the weighted average of the terms under all advances for the total aggregate loan co mmi tment.

 

 

Collateral Overview (as of December 31, 2021) Loan Investment (1 ) Location Property Type Principal Balance as of 12/31/2021 Implied Real Estate Collateral for REIT (2) Our Real Estate Collateral Coverage as of 12/31/2021 1 Senior Real Estate Corporate Loan Michigan Retail $ 567,500 $ 1,710,000 3.0x (3) 2 Senior Real Estate Corporate Loan Various Retail/Industrial $ 30,000,000 $ 115,143,643 3.8x 3 Senior Real Estate Corporate Loan Pennsylvania Retail/Industrial $ 2,957,500 $ 3,680,000 1.2x 4 Senior Real Estate Corporate Loan Michigan Retail/Industrial $ 11,875,167 $ 56,086,906 4.7x 5 Senior Real Estate Corporate Loan Various Retail/Industrial $ 17,410,081 $ 23,866,650 1.4x 6 Senior Real Estate Corporate Loan Arizona Industrial $ 9,984,409 $ 19,700,000 2.0x 7 Senior Real Estate Corporate Loan Massachusetts Retail/Industrial $ 1,500,000 $ 907,500 0.6x 8 Senior Real Estate Corporate Loan Pennsylvania Industrial $ 13,103,653 $ 25,000,000 1.9x 9 Senior Real Estate Corporate Loan Michigan Retail/Industrial $ 4,500,000 $ 10,900,000 2.4x 10 Senior Real Estate Corporate Loan Various Retail/Industrial $ 19,340,552 $ 28,052,731 1.5x 11 Senior Real Estate Corporate Loan West Virginia Retail/Industrial $ 9,457,895 $ 16,640,000 1.8x 12 Senior Real Estate Corporate Loan Pennsylvania Retail/Industrial $ 15,149,304 $ 16,700,000 1.1x 13 Senior Loan Michigan Retail $ 431,210 $ 3,000,000 7.0x 14 Senior Real Estate Corporate Loan Illinois Industrial $ 3,100,000 $ 4,727,808 1.5x 15 Senior Real Estate Corporate Loan Maryland Retail/Industrial $ 20,102,396 $ 32,000,000 1.6x 16 Senior Real Estate Corporate Loan Various Retail/Industrial $ 12,000,000 $ 48,260,000 4.0x 17 Senior Real Estate Corporate Loan Michigan Retail/Industrial $ 10,600,000 $ 17,062,227 1.6x 18 Senior Real Estate Corporate Loan Various Retail/Industrial $ 5,001,389 $ — 0.0x 19 Senior Real Estate Corporate Loan Michigan Retail/Industrial $ 3,601,000 $ 9,510,000 2.6x 20 Senior Real Estate Corporate Loan Various Retail/Industrial $ 2,450,000 $ — 0.0x 21 Senior Real Estate Corporate Loan Florida Retail/Industrial $ 7,500,000 $ — 0.0x $ 200,632,056 $ 431,237,465 2.2x Notes: (1) Senior Real Estate Corporate Loans are structured as loans to owner operators secured by real estate. Senior Loans are loans to a property owner and leased to third party tenant. (2) Real estate is based on appraised value as is, or on a comparable cost basis, as completed. The real estate values shown in the collateral table are estimates by a third - party appraiser of the market value of the subject real property in its current ph ysical condition, use, and zoning as of the appraisal date. The appraisals assume that the highest and best use is use as a cannabis cultivator or dispensary, as applicable. The appraisals recognize that the current use is highly regulated by the state in which the property is located; however, there are sales of comparable properties that dem on strate that there is a market for such properties. The appraisals utilize these comparable sales for the appraised property’s value in use. For properties used for cannabis cultivation, the appraisals use sim ilar sized warehouses in their conclusion of the subject’s “as - is” value without licenses to cultivate cannabis. However, the ap praised value is assumed to be realized from a purchase by another state - licensed cannabis operator or a third party purchaser that would lease the subject property to a state - licensed cannabis operator. The re gulatory requirements related to real property used in cannabis - related operations may cause significant delays or difficulties in transferring a property to another cannabis operator, as the state regulator may require inspection and approval of the new tenant/user. Further, the value is also determined using the income approach, base d o n market lease rates for comparable properties, whether dispensaries or cultivation facilities. It indicates the value to a t hir d - party owner that leases to a dispensary or cultivation facility. Finally, the appraisal contains a value based on the cost for another operator to construct a similar facility, which we refer to as the “cost appro ach .” We believe the cost approach provides an indication of what another state - licensed operator would pay for a separate facility instead of constructing it itself. The appraisal’s opinion of value reflects current conditions and the likely actions of market participants as of the date of appraisal. It is based on the available informatio n g athered and provided to the appraiser, and does not predict future performance. Changing market or property conditions can an d l ikely will have an effect on the subject’s value. (3) On November 19, 2021, our affiliated co - lenders subordinated their interest in the real estate collateral to the Company, thus i ncreasing the collateral coverage for Loan #1. Chicago Atlantic Real Estate Finance, Inc. | 20

 

 

Balance Sheet (unaudited) Chicago Atlantic Real Estate Finance, Inc. | 21 Chicago Atlantic Real Estate Finance, Inc. Consolidated Balance Sheet (unaudited) December 31, 2021 March 31, 2021 Assets Loans held for investment $ 196,984,566 $ - Current expected credit loss reserve (134,542) - Loans held for investment, net 196,850,024 - Cash 80,248,526 100,000 Interest receivable 197,735 - Other assets, net 868,022 - Other receivables 6,148 - Total Assets $ 278,170,455 $ 100,000 Liabilities Interest reserve $ 6,636,553 $ - Dividend payable 4,537,924 - Investment payable 1,800,000 - Management fee payable 905,123 - Accounts payable and accrued expenses 212,887 - Total Liabilities 14,092,487 - Commitments and contingencies (Note 8) Stockholders' equity Common stock, par value $0.01 per share, 100,000,000 shares authorized and 17,453,553 shares issued and outstanding at December 31, 2021 173,551 64.00 Additional paid - in - capital 264,081,977 99,936.00 Accumulated earnings (deficit) (177,560) - Total stockholders' equity 264,077,968 100,000 Total liabilities and stockholders' equity $ 278,170,455 $ 100,000

 

 

Statement of Operations (unaudited) Chicago Atlantic Real Estate Finance, Inc. | 22 Chicago Atlantic Real Estate Finance, Inc. Consolidated Statement of Operations (Unaudited) Three Months Ended December 31, 2021 For the period from April 1, 2021 to December 31, 2021 Revenues Interest income $ 5,779,304 $ 10,749,468 Prepayment fee income - 325,648 Total revenues 5,779,304 11,075,116 Expenses Management Fees, net 905,123 905,123 General and administrative expense 181,555 195,087 Organizational expense 63,301 167,591 Provision for current expected credit losses 147,949 147,949 Amortization of deferred debt issuance costs 33,943 75,861 Professional fees 57,458 57,458 Stock based compensation 29,611 29,611 Total expenses 1,418,940 1,578,680 Net Income before income taxes 4,360,364 9,496,436 Income tax expense - - Net Income $ 4,360,364 $ 9,496,436 Earnings per common share: Basic earnings per common share (in dollars per share) $ 0.57 $ 1.47 Diluted earnings per common share (in dollars per share) $ 0.57 $ 1.47 Weighted average number of common shares outstanding: Basic weighted average shares of common stock outstanding (in shares) 7,599,597 6,442,865 Diluted weighted average shares of common stock outstanding (in shares) 7,622,067 6,450,383

 

 

Reconciliation of Adjusted Distributable Earnings to GAAP Net Income Chicago Atlantic Real Estate Finance, Inc. | 23 Three Months Ended December 31, 2021 For the period April 1, 2021 to December 31, 2021 Net Income $ 4,360,364 $ 9,496,436 Adjustments to net income Non - cash equity compensation expense 29,611 29,611 Depreciation and amortization 33,943 75,861 Unrealized (gain), losses, or other non - cash items - - Provision for current expected credit losses 147,949 147,949 One - time events pursuant to changes in GAAP and certain non - cash charges - - Distributable Earnings $ 4,571,867 $ 9,749,857 Adjustments to Distributable Earnings Certain organizational expenses 63,301 167,591 Adjusted Distributable Earnings $ 4,635,168 $ 9,917,448 Basic weighted average shares of common stock outstanding (in shares) 7,599,597 6,442,865 Adjusted Distributable Earnings per Weighted Average Share $ 0.61 $ 1.54 Diluted weighted average shares of common stock outstanding (in shares) 7,622,067 6,450,383 Adjusted Distributable Earnings per Weighted Average Share $ 0.61 $ 1.54

 

 

Annual Base Management Fee (on Equity) 1.5% Origination Fees (Rebated to REIT) 50.0% Incentive Compensation Terms: Incentive Fees (of Core Earnings) 20.0% Hurdle Amount (on Avg. Equity) 8.0% External Manager ▪ Externally - managed by Chicago Atlantic REIT Manager, LLC, a subsidiary of Chicago Atlantic Group, LLC ▪ John Mazarakis (Executive Chairman), Tony Cappell (CEO) and Andreas Bodmeier (Co - President & CIO) control and beneficially own over 80% of the Manager ▪ The Manager is comprised of an experienced team of investment professionals, who currently manage several externally - managed vehicles with over $250mm in assets – Synergies from over 30 professionals, spanning real estate credit, asset - based lending and real estate private equity, as well as robust accounting and compliance functions Management Agreement Overview Management Agreement and Equity Incentive Plan ▪ Initial term of three years ▪ Following the initial term, the agreement automatically renews every year for an additional one - year period, unless Chicago Atlantic or the Manager elects not to renew ▪ Shareholder - friendly management agreement: ▪ 8.5% equity incentive plan: – 0.5 % granted at completion of IPO – 8% granted at discretion of Board based on Company performance after IPO MANAGEMENT FEES Chicago Atlantic Real Estate Finance, Inc. | 24