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l

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2025

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission File Number 000-56685

Fortress Credit Realty Income Trust

(Exact name of registrant as specified in its charter)

 

Maryland

 

99-3367363

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer

Identification Number)

 

1345 Avenue of the Americas

New York, NY

 

10105

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 798-6100

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class:

 

Trading Symbol(s):

 

Name of each exchange on which registered:

N/A

 

N/A

 

N/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

As of May 13, 2025, the issuer had the following shares outstanding: 22,132,662 Class B shares, 4,432,604 Class R shares, 15,465,595 Class J-1 shares, 3,270,305 Class J-2 shares, 1,501,048 Class J-4 shares, 202,633 Class S shares, 853,380 Class I shares and 1,286,088 Class E shares.

 


 

TABLE OF CONTENTS

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

ii

 

 

PART I - FINANCIAL INFORMATION

1

 

 

 

ITEM 1. FINANCIAL STATEMENTS

1

 

Condensed Consolidated Financial Statements (Unaudited):

 

 

Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024

1

 

Condensed Consolidated Statement of Operations for the three months ended March 31, 2025

2

 

Condensed Consolidated Statement of Changes in Equity for the three months ended March 31, 2025

3

 

Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2025

4

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

5

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

25

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

36

 

ITEM 4. CONTROLS AND PROCEDURES

39

 

 

 

PART II - OTHER INFORMATION

40

 

 

 

ITEM 1. LEGAL PROCEEDINGS

40

 

ITEM 1A. RISK FACTORS

40

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

41

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

41

 

ITEM 4. MINE SAFETY DISCLOSURES

41

 

ITEM 5. OTHER INFORMATION

42

 

ITEM 6. EXHIBITS

43

 

 

 

SIGNATURES

44

 

 

i


 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements, which relate to future events or the future performance or financial condition of Fortress Credit Realty Income Trust (the “Company,” “we,” “us,” or “our”). Forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology, although not all forward-looking statements include these words. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Some of the statements in this Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Form 10-Q may include statements as to:

our future operating results;
our business prospects and the prospects of the assets in which we may invest;
the impact of the investments that we expect to make;
our ability to raise sufficient capital to execute our investment strategy;
our ability to source adequate investment opportunities to efficiently deploy capital;
our current and expected financing arrangements and investments;
the effect of global and national economic and market conditions generally upon our operating results, including, but not limited to, changes with respect to inflation, interest rate changes and supply chain disruptions, and changes in government rules, regulations and fiscal policies;
the adequacy of our cash resources, financing sources and working capital;
the timing and amount of cash flows, distributions and dividends, if any, from our investments;
our contractual arrangements and relationships with third parties;
actual and potential conflicts of interest with FCR Advisors, LLC, a Delaware limited liability company (the “Adviser”), the Dealer Manager (as defined herein) or any of their respective affiliates;
the dependence of our future success on the general economy and its effect on the assets in which we may invest;
our use of financial leverage;
the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;
the ability of the Adviser or its affiliates to attract and retain highly talented professionals;
our ability to structure investments in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and
our tax status and the tax status and attributes of entities and assets in which we may invest.

 

ii


 

The forward-looking statements contained in this Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors,” “Item 2. Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2025. Other factors that could cause our actual results to differ materially include:

changes in the economy, particularly those affecting the real estate industry;
risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy;
fluctuations in interest rates and credit spreads could reduce our ability to generate income on our loans and other investments, which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments and may limit our ability to pay dividends to our shareholders;
adverse conditions in the areas where our investments or the properties underlying such investments are and may be located and local real estate conditions;
limitations on our business and our ability to satisfy requirements to maintain our exclusion from registration under the Investment Company Act of 1940, as amended, or to maintain our qualification as a real estate investment trust (a “REIT”), for U.S. federal income tax purposes;
certain economic events may cause our shareholders to request that we repurchase their shares, and if we decide to satisfy any or all of such requests, our cash flow and our results of operations and financial condition could be materially adversely affected. Further, our board of trustees may make exceptions to, modify or suspend our share repurchase plan (including to make exceptions to the repurchase limitations or purchase fewer shares than such repurchase limitations) if it deems such action to be in our best interest;
distributions are not guaranteed and may be funded from sources other than cash flow from operations, including, without limitation, borrowings, offering proceeds (including from sales of our shares to all Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), affiliates, members, shareholders, officers, director and employees), proceeds from repayments of our real estate debt investments, sales of our liquid investments and, if necessary, sales of our investments and/or assets, and we have no limits on the amounts we may fund from such sources;
the valuation of our investments may not be certain or transparent as a result of the highly volatile environments we operate in;
the purchase and repurchase prices for our shares are generally based on our prior month’s net asset value (“NAV”) and are not based on any public trading market;
future changes in laws or regulations and conditions in our operating areas;
our ability to raise additional funds to enable us to make additional investments and diversify the risk profile of our portfolio;
our ability to capitalize on potential investment opportunities on attractive terms;
adverse changes in the real estate and real estate capital markets could negatively impact our performance by making it more difficult for borrowers of our mortgage loans to satisfy their debt payment obligations, which could result in losses on our loan investments and/or make it more difficult for us to generate consistent or attractive risk-adjusted returns;
our ability to accurately identify or adequately evaluate potential risks in volatile investing environments with limited market liquidity or price transparency;

 

iii


 

increased competition from entities engaged in mortgage lending and/or investing in assets similar to ours may limit our ability to originate or acquire desirable loans and investments or dispose of investments, and could also affect the yields of these investments and have a material adverse effect on our business, financial condition and results of operations;
the advent of any future epidemics, pandemics, or any other public health crises;
risks associated with investing outside of the United States;
the incurrence of contingent liabilities as a result of our investments, including our assumption of default risk or other third-party risks;
our use of financing arrangements, including certain repurchase facilities we become a party to from time to time, seller financing, secured and unsecured leveraged and other one-off financing solutions, could subject us to financial covenants and other covenants that could restrict our operations;
our ability to forecast correlations between the value of our portfolio and the direction of exchange rates, interest rates and the price of securities in order to effectively or appropriately mitigate risks associated with our investments;
risks associated with our hedging program, including our use of options and forward trading;
defaults by borrowers in paying debt service on outstanding indebtedness;
certain risks associated with limitations on our remedies under bankruptcy laws;
system failures and cybersecurity breaches;
substantial compliance costs that may be required to meet the constantly evolving legal and regulatory landscape for data protection and privacy;
potential misconduct and unauthorized conduct from third-party providers;
our ability to maintain our qualification as a REIT requires us to annually distribute at least 90% of our taxable income, and therefore, we may not be able to fund future capital needs, including financing for acquisitions, from our operating cash flow, and may need to rely on third-party sources for capital;
compliance with state and local laws, statutes, regulations and ordinances relating to pollution, the protection of the environment and human health and safety;
risks associated with joint ventures;
risks associated with our relationship with Fortress and the Adviser; and
changes to United States federal income tax laws.

 

iv


 

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions could also be inaccurate. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved.

You should read this Form 10-Q and the documents that we reference herein and have filed as exhibits hereto with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Form 10-Q, whether as a result of any new information, future events or otherwise.

For more information regarding these and other risks and uncertainties that we face, see the section entitled “Item 1A. Risk Factors” in our Annual Report and any such updated factors included in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document.

 

v


 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Fortress Credit Realty Income Trust

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except per share data)

 

 

 

As of

 

 

As of

 

Assets

 

March 31, 2025

 

 

December 31, 2024

 

Commercial real estate loan investments, at fair value

 

$

871,906

 

 

$

370,401

 

Investments in real estate-related assets, at fair value

 

 

138,549

 

 

 

80,667

 

Cash and cash equivalents

 

 

90,724

 

 

 

83,766

 

Restricted cash

 

 

238,234

 

 

 

113,106

 

Other assets

 

 

7,113

 

 

 

4,796

 

Total assets

 

$

1,346,526

 

 

$

652,736

 

Liabilities and Equity

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Repurchase facilities payable, net

 

$

372,191

 

 

$

231,934

 

Revolving credit facility, net

 

 

40,025

 

 

 

61,436

 

Subscriptions received in advance

 

 

220,645

 

 

 

105,063

 

Due to affiliate

 

 

8,322

 

 

 

7,121

 

Lender reserves

 

 

20,766

 

 

 

9,383

 

Accounts payable and accrued expenses

 

 

2,163

 

 

 

1,313

 

Distribution payable

 

 

4,346

 

 

 

2,761

 

Other liabilities

 

 

25,284

 

 

 

1,713

 

Total liabilities

 

 

693,742

 

 

 

420,724

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

Redeemable common stock (Note 6)

 

 

25,643

 

 

 

22,739

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Common stock - Class B shares, $0.01 par value per share, 17,659 and 9,401 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

 

 

177

 

 

 

94

 

Common stock - Class R shares, $0.01 par value per share, 3,571 and 976 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

 

 

36

 

 

 

10

 

Common stock - Class J-1 shares, $0.01 par value per share, 8,365 and 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

 

 

84

 

 

 

 

Common stock - Class J-2 shares, $0.01 par value per share, 2,251 and 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

 

 

22

 

 

 

 

Common stock - Class I shares, $0.01 par value per share, 184 and 18 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

 

 

2

 

 

 

 

Additional paid-in capital

 

 

615,815

 

 

 

204,633

 

Accumulated deficit

 

 

(3,765

)

 

 

(4,081

)

Total stockholders’ equity

 

 

612,371

 

 

 

200,656

 

Non-controlling interests

 

 

14,770

 

 

 

8,617

 

Total equity

 

 

627,141

 

 

 

209,273

 

Total liabilities and equity

 

$

1,346,526

 

 

$

652,736

 

 

See accompanying notes to the condensed consolidated financial statements.

 

1


 

Fortress Credit Realty Income Trust

Condensed Consolidated Statement of Operations (Unaudited)

(in thousands, except per share data)

 

 

For the three months ended March 31, 2025

 

Revenues

 

 

 

Interest income

 

$

19,492

 

Total revenues

 

 

19,492

 

 

 

 

 

Expenses

 

 

 

Organizational costs

 

 

115

 

General and administrative

 

 

2,236

 

Total expenses

 

 

2,351

 

 

 

 

 

Other income (expense)

 

 

 

Interest expense

 

 

(6,529

)

Net unrealized loss on investments

 

 

(713

)

Net realized loss on investments

 

 

(524

)

Other income

 

 

1,801

 

Total other income (expense)

 

 

(5,965

)

 

 

 

 

Net income

 

 

11,176

 

Net income attributable to non-controlling interests

 

 

820

 

Net income attributable to common stockholders

 

$

10,356

 

 

 

 

 

Earnings per share amount of common stock — basic and diluted — (Note 7)

 

$

0.41

 

Weighted-average shares of common stock outstanding — basic and diluted — (Note 7)

 

 

25,508

 

 

See accompanying notes to the condensed consolidated financial statements.

 

2


 

Fortress Credit Realty Income Trust

Condensed Consolidated Statement of Changes in Equity (Unaudited)

(in thousands)

 

 

For the three months ended March 31, 2025

 

 

Par Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class I

 

 

Additional
Paid-in Capital

 

 

Accumulated Deficit

 

 

Total Stockholders’ Equity

 

 

Non-controlling Interests

 

 

Total Equity

 

Balance as of December 31, 2024

 

$

94

 

 

$

10

 

 

$

 

 

$

 

 

$

 

 

$

204,633

 

 

$

(4,081

)

 

$

200,656

 

 

$

8,617

 

 

$

209,273

 

Common stock issued

 

 

82

 

 

 

26

 

 

 

84

 

 

 

22

 

 

 

2

 

 

 

409,161

 

 

 

 

 

 

409,377

 

 

 

 

 

 

409,377

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(260

)

 

 

 

 

 

(260

)

 

 

 

 

 

(260

)

Distribution reinvestment

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,344

 

 

 

 

 

 

2,345

 

 

 

 

 

 

2,345

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,356

 

 

 

10,356

 

 

 

820

 

 

 

11,176

 

Distributions declared on common stock ($0.4032 gross per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,040

)

 

 

(10,040

)

 

 

 

 

 

(10,040

)

Contributions from non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,820

 

 

 

25,820

 

Distributions to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,487

)

 

 

(20,487

)

Allocation to redeemable common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(63

)

 

 

 

 

 

(63

)

 

 

 

 

 

(63

)

Balance as of March 31, 2025

 

$

177

 

 

$

36

 

 

$

84

 

 

$

22

 

 

$

2

 

 

$

615,815

 

 

$

(3,765

)

 

$

612,371

 

 

$

14,770

 

 

$

627,141

 

 

See accompanying notes to the condensed consolidated financial statements.

 

3


 

Fortress Credit Realty Income Trust

Condensed Consolidated Statement of Cash Flows (Unaudited)

(in thousands)

 

 

 

 

 

For the three months ended March 31, 2025

 

Cash flows from operating activities:

 

 

 

Net income

 

$

11,176

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Organizational costs

 

 

115

 

Amortization of deferred financing costs

 

 

277

 

Net unrealized loss on investments

 

 

713

 

Net realized loss on investments

 

 

524

 

Changes in assets and liabilities:

 

 

 

Increase in other assets

 

 

(4,492

)

Increase in other liabilities

 

 

2,123

 

Net cash provided by operating activities

 

 

10,436

 

 

 

 

 

Cash flows from investing activities:

 

 

 

Originations and fundings of commercial real estate loans

 

 

(501,505

)

Fundings of other real estate-related investments

 

 

(75,726

)

Proceeds received from other real-estate related investments

 

 

17,593

 

Change in lender reserves

 

 

12,687

 

Net cash used in investing activities

 

 

(546,951

)

 

 

 

 

Cash flows from financing activities:

 

 

 

Borrowings under repurchase agreements

 

 

140,902

 

Borrowings under revolving credit facility

 

 

9,823

 

Repayment of revolving credit facility

 

 

(31,249

)

Proceeds from issuance of common stock

 

 

327,497

 

Proceeds from issuance of redeemable common stock

 

 

2,610

 

Payments of deferred financing costs

 

 

(907

)

Subscriptions received in advance

 

 

220,645

 

Payment of distributions to common stock

 

 

(6,053

)

Contributions from non-controlling interests

 

 

25,820

 

Distributions to non-controlling interests

 

 

(20,487

)

Net cash provided by financing activities

 

 

668,601

 

Net change in cash, cash equivalents and restricted cash

 

 

132,086

 

 

 

 

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

196,872

 

Cash, cash equivalents and restricted cash, end of period

 

$

328,958

 

 

 

 

 

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated
   balance sheets:

 

 

 

Cash and cash equivalents

 

$

90,724

 

Restricted cash

 

 

238,234

 

Total cash, cash equivalents and restricted cash

 

$

328,958

 

 

 

 

 

Supplemental disclosures:

 

 

 

Cash paid for interest

 

$

5,879

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

Accrued distributions

 

$

4,346

 

Advanced offering costs due to affiliate

 

$

1,964

 

Distribution reinvestment

 

$

2,402

 

Accrued stockholders servicing fee

 

$

24,896

 

Issuance of Class E shares as payment of the board of directors compensation

 

$

175

 

Allocation to redeemable common shares

 

$

63

 

 

See accompanying notes to the condensed consolidated financial statements.

 

4


 

Fortress Credit Realty Income Trust

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Business Purpose

Fortress Credit Realty Income Trust (“FCR” or the “Company”) was formed on June 4, 2024 (“Date of Formation”) as a Maryland statutory trust and qualifies to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2024. The Company is managed by FCR Advisors, LLC, a Delaware limited liability company (the “Adviser”), an affiliate of the Company’s sponsor, Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”).

The Company is a credit-focused diversified mortgage REIT that invests in the senior parts of the capital structure, with a focus on (i) floating rate loans across commercial real estate (“CRE”) debt (“CRE Debt”) and (ii) investments in real estate-related assets. The CRE Debt component originates, acquires, finances and manages a portfolio of primarily CRE debt investments, focused on senior secured, floating-rate CRE loans diversified across both geography and asset class. The Company’s CRE loans are expected to be primarily secured by properties located in the U.S., and include multifamily, industrial, hospitality and select other CRE asset classes, such as student housing, self-storage, retail and office. The investments in real estate-related assets component originates, acquires, finances and manages a portfolio of diversified residential real estate assets located across the U.S., including tax liens, second lien, jumbo and non-qualified mortgages, single-family rental loans, equity investments in mortgage servicing rights and other ancillary residential products.

The Company is authorized to issue an unlimited number of common shares of beneficial interests, par value $0.01 per share. Initially, the Company offered up to $300 million in Class B shares, and up to $50 million in Class R shares, not including any shares issued pursuant to its distribution reinvestment plan or any Class E shares purchased by Fortress or employees, officers or directors of Fortress or its affiliates (including eligible family members). If the Company had not raised $300 million or more in gross proceeds in its private offering on or before August 1, 2027, then, upon the written request of shareholders holding at least a majority of the Company’s Class B shares, the Company’s board of trustees would have commenced liquidation, dissolution and winding up of the Company in an orderly manner as set forth in the Company’s declaration of trust. During the three months ended March 31, 2025, the Company exceeded $300 million in gross proceeds in its private offering.

The share classes have different upfront selling commissions, dealer manager fees ongoing shareholder servicing fees, management fees, and performance participation allocation. The Company is offering its shares through a continuous private placement offering under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The purchase price per share for each class of our common shares will vary and will generally equal the Company’s prior month’s net asset value (“NAV”) per share, as calculated monthly.

2. Summary of Significant Accounting Policies

The Company believes the following significant accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of the condensed consolidated financial statements.

Principles of Consolidation and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2025.

The Company consolidates all entities in which it has a controlling financial interest through majority ownership or voting rights and variable interest entities whereby the Company is the primary beneficiary. In determining whether the

 

5


 

Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, the Company considers whether the entity is a variable interest entity (“VIE”) and whether it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligations to absorb losses or receive benefits significant to the VIE.

For consolidated entities, the non-controlling partner’s share of the assets, liabilities, and operations of each entity is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is computed as the non-controlling interests’ ownership percentage. Any profit interest due to the owner is reported within non-controlling interest.

We have not presented a condensed consolidated statement of operations, condensed consolidated statement of changes in equity, or a condensed consolidated statement of cash flows for the three months ended March 31, 2024 because the Company did not have any activity or operations during that period. The Company’s results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year or any other future period.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results may ultimately differ materially from those estimates.

Fair Value Option

The Company has elected the fair value option for certain eligible financial assets including commercial real estate loan investments and investments in real estate-related assets. These financial assets for which the Company has elected the fair value option are recorded in commercial real estate loan investments, at fair value and investments in real estate-related assets, at fair value on the Condensed Consolidated Balance Sheets.

The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets measured at fair value pursuant to this guidance are required to be reported separately on the Company’s Condensed Consolidated Balance Sheets from those instruments using another accounting method.

The Company’s fair value option elections will be made in accordance with the guidance in Accounting Standards Codification (“ASC”) 825, Financial Instruments, that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets. In the cases of loans and securities investments for which the fair value option is elected, loan origination fees and costs related to the origination or acquisition of the instrument should be immediately recognized in earnings on the Condensed Consolidated Statement of Operations within other income. Unrealized gains and losses on assets for which the fair value option has been elected are also reported in earnings without deferral. This is because under the fair value option, a lender reports the instrument at its exit price (i.e., the price that would be received to sell the instrument in an orderly transaction), which reflects the market’s assessment of the instrument’s cash flows and risks and does not include any entity-specific costs or fees.

The Company estimates fair value based on the best information available as of the date of the valuation. Should market conditions deteriorate, or should the Company’s assumptions change, further valuation adjustments may be required in future periods, and such adjustments could be material to the financial performance and cash flows of the Company.

 

6


 

Commercial Real Estate Loan Investments

CRE loan investments structured as senior loans are secured by the borrower’s interest in underlying real estate and are recorded at fair value. Changes in the fair value are recorded as net unrealized loss on investments in the Company’s Condensed Consolidated Statement of Operations.

Investments in Real Estate-Related Assets

Mortgage Servicing Rights

The Company has entered into a subscription agreement for an investment in a conventional mortgage servicing rights portfolio (“MSR”) and has agreed to purchase up to an aggregate of $150.0 million subscriptions. The subscription agreement was executed in connection with a joint venture agreement with a third party. Pursuant to the joint venture operating agreement, most major decisions related to the joint venture, including acquisitions thereof, and its assets require the consent of the Company. The Company also retains the unilateral right to cause the joint venture to take certain actions, including as to matters related to litigation, servicing and disposition of assets. The equity investments are recorded at fair value. Changes in the fair value are recorded as net unrealized gain on investments in the Company’s Condensed Consolidated Statement of Operations.

Residential Bridge Loans

The Company has entered into a forward flow relationship with a non-bank lender to purchase newly originated bridge loans secured by mortgages on residential properties. Upon purchase of residential bridge loans, the principal balance is recorded on the Condensed Consolidated Balance Sheets at fair value. Changes in the fair value are recorded as net unrealized loss on investments in the Company’s Condensed Consolidated Statement of Operations.

Tax Lien Investments

Tax lien investments are legal claims against a residential or commercial property of an individual that fails to pay property taxes owed to the local government. When the lien is issued, a certificate evidences the amount owed on the property plus interest and penalties due. The Company records bid deposits as a component of other assets on the Condensed Consolidated Balance Sheets, which are refunded by the municipality if the Company does not win the bid. As of March 31, 2025 and December 31, 2024, the Company recorded $40,000 and $0.4 million, respectively, of bid deposits as a component of other assets on the Condensed Consolidated Balance Sheets. If the Company is subsequently awarded the lien certificate, the principal balance and accrued interest are recorded on the Condensed Consolidated Balance Sheets at fair value. Changes in the fair value are recorded as net unrealized gain on investments in the Company’s Condensed Consolidated Statement of Operations.

Repurchase Agreements

The Company may finance CRE loan investments using a repurchase agreement and secure these financing transactions with the CRE loan investments. The repurchase agreements are, therefore, treated as collateralized financing transactions and recorded at par value on the Condensed Consolidated Balance Sheets and corresponding interest income and expense are reported on a gross basis in the Condensed Consolidated Statement of Operations.

Fair Value Measurement

In accordance with ASC 820, Fair Value Measurement, the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of the three broad levels described below:

Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

 

7


 

Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management. The Adviser considers observable data to be that market data, which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to management’s perceived risk of that investment.

Valuation of assets and liabilities measured at fair value

The Company has elected the fair value option for investments in CRE loans and other real estate-related assets as the Company believes fair value provides a more accurate depiction of these assets’ values.

CRE loans and Residential bridge loans are generally valued using discounted cash flow analyses incorporating discount rates and assumptions regarding the value of collateral (where appropriate). In determining the appropriate discount rate, reference may be made to published credit spreads on assets or securities of similar credit quality and term or recent market transactions in the case of performing loans. The valuation method used requires significant judgment, and therefore generally results in a Level 3 fair value classification.

Tax lien investments are generally valued using a yield analysis that considers expected cash flow collections based on pool level characteristics including but not limited to geography, seasonality, historical collection experience, and comparison of current market and collateral conditions to those present at origination or acquisition. The valuation method used requires significant judgment, and therefore generally results in a Level 3 fair value classification.

The Company’s equity investment in a conventional mortgage servicing rights portfolio is valued using net asset value. The valuation method used requires significant judgment, and therefore generally results in a Level 3 fair value classification.

Valuation of liabilities not measured at fair value

As of March 31, 2025, the Company’s Repurchase Facilities (as defined below) and Revolving Credit Facility (as defined below) are carried at cost which approximates fair value. Fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an estimated market yield. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3.

Cash and Cash Equivalents

The Company held $90.7 million and $83.8 million of cash and cash equivalents as of March 31, 2025 and December 31, 2024, respectively, which represents cash on hand, cash held in banks and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk.

 

8


 

Restricted Cash

As of March 31, 2025 and December 31, 2024, restricted cash consists primarily of $220.6 million and $105.1 million, respectively, of cash received for subscriptions prior to the date in which the subscriptions are effective, which is held in a bank account controlled by the Company’s transfer agent but in the name of the Company. As of March 31, 2025 and December 31, 2024, other restricted cash of $17.6 million and $8.0 million, respectively, consist of amounts reserved to service loan interest due to the Company.

Deferred Charges

The Company’s deferred charges include financing costs for legal and other loan costs incurred by the Company for its financing agreements. In accordance with ASC 835, Interest, the Company records deferred financing costs as a reduction of the related liability on the Condensed Consolidated Balance Sheets and amortizes using the straight-line method, which approximates the effective interest method, over the term of the applicable financing agreements.

Lender Reserves

As of March 31, 2025 and December 31, 2024, the Company had $20.8 million and $9.4 million, respectively, in obligations related to lender reserves. Lender reserves primarily represent interest, tax and insurance on commercial real estate loans held by the Company on behalf of the borrower and are presented on the Condensed Consolidated Balance Sheets as a liability.

Revenue Recognition

Interest income on loans and financial instruments is accrued based on the outstanding principal amount and contractual terms of the instrument. Origination fees are recorded directly in income in the Condensed Consolidated Statement of Operations within interest income and are not deferred.

Redeemable Common Stock

The Company classifies common shares held by an affiliate of the Company as redeemable common stock on the Condensed Consolidated Balance Sheets at the greater of their carrying amount or their redemption value. Redemption value is determined based on the Company’s NAV per share of the applicable share class as of the reporting date. Changes in the fair value of redeemable common stock are recorded to additional paid-in capital.

Income Taxes

The Company qualifies to be taxed as a REIT under the Code, commencing with its taxable year ended December 31, 2024. The Company’s qualification as a REIT will depend upon its ability to meet, on a continuing basis, through actual investment and operating results, various complex requirements under the Code relating to, among other things, the sources of the Company’s gross income, the composition and value of the Company’s assets, the Company’s distribution levels and the diversity of ownership of the Company’s capital shares. The Company believes that it is organized in conformity with the requirements for qualification as a REIT under the Code and that its manner of operation enables the Company to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes.

As a REIT, the Company generally will not be subject to U.S. federal income tax on its net taxable income that it distributes currently to its shareholders. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute each year at least 90% of their REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. If the Company fails to qualify for taxation as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company’s income for that year will be taxed at regular corporate rates, and the Company would be disqualified from taxation as a REIT for the four taxable years following the year during which the Company ceased to qualify as a REIT. Even if the Company qualifies as a REIT for U.S. federal income tax purposes, it may still be subject to state and local taxes on its income and assets and to U.S. federal income and excise taxes on its undistributed income.

 

9


 

Organization and Offering Expense Reimbursement

The Adviser has agreed to advance all of the Company’s organization and offering expenses on the Company’s behalf (including legal, accounting (including NAV calculation), printing, mailing, subscription processing and filing fees and offering expenses, including costs associated with technology integration between the Company’s systems and those of the Company’s participating broker-dealers, due diligence expenses of participating broker-dealers supported by itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our transfer agent, fees to attend retail seminars sponsored by participating broker-dealers, reimbursements for customary travel, lodging and meals, and fees, expenses and taxes related to the filing, registration and qualification of the Company’s shares or the sale thereof under federal and state laws, but excluding ongoing servicing fees) through August 1, 2025, the first anniversary of the initial closing of the Company’s private offering. The Company will reimburse the Adviser for all such advanced expenses ratably over the 60 months following August 1, 2025. For purposes of calculating our NAV, the organization and offering expenses paid by the Adviser on the Company’s behalf through such date will not be deducted as an expense until reimbursed by the Company. After August 1, 2025, we will reimburse the Adviser for any organization and offering expenses associated with our private offering that it incurs on our behalf as and when incurred. The Adviser may elect to receive all or a portion of any such reimbursements in the form of cash or Class E shares. To the extent that the Adviser elects to receive any portion of these reimbursements in Class E shares, the Company may repurchase such Class E shares from the Adviser at a later date and such repurchases of Class E shares will not be subject to the repurchase limits of the Company’s share repurchase plan or any Early Repurchase Deduction.

Earnings Per Share

Basic earnings/(loss) per share of common shares is determined by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings/(loss) per share is computed by dividing net earnings/(loss) attributable to shareholders for the period by the weighted average number of common shares and common share equivalents outstanding (unless their effect is antidilutive) for the period. There are no common share equivalents outstanding during the period presented that would have a dilutive effect, and accordingly, the weighted average number of common shares outstanding is identical for both basic and diluted shares.

Share-Based Compensation

Each of the trustees who are not affiliated with the Adviser or Fortress receive $100,000 of Class E shares for services provided annually. The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation and recognizes compensation expense based on the fair value of the award on the date of grant. The award of common shares vests immediately upon issuance. See “Note 6 – Equity and Non-Controlling Interests” for additional information regarding share-based compensation.

Segment Reporting

The Company operates and reports its business as a single reportable segment, which includes originating, acquiring, managing and investing in CRE Debt and other real-estate related assets. The Company’s chief operating decision maker (“CODM”) is the Co-Chief Executive Officers. The CODM makes key operating decisions, evaluates financial results, and allocates resources at the consolidated level for the entire portfolio based on consolidated revenues, expenses, and net income as reported on the Condensed Consolidated Statement of Operations. Accordingly, the Company has a single operating and reportable segment and the CODM evaluates profitability using net income. Net income is used by the CODM in assessing the operating performance of the segment. All expense categories on the Condensed Consolidated Statement of Operations are significant and there are no significant segment expenses that require disclosure.

Recently Adopted Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220-40): Reporting Comprehensive Income - Expense Disaggregation Disclosures(“Topic 220-40”). Topic 220-40 requires the disaggregation of expenses into required categories in disclosures within the footnotes of the financial statements. The FASB identified the required expense categories as: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil- and gas producing activities or other depletion expenses.

 

10


 

The guidance is effective for annual periods beginning after December 15, 2026. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this new guidance on its financial statement disclosures.

 

11


 

3. Commercial Real Estate Loan Investments

As of March 31, 2025, the Company held the following 36 investments in senior secured CRE loans ($ in thousands):

 

Location

 

Property
Type

 

Loan
Amount
(1)

 

 

Outstanding
Principal

 

 

Fair
Value

 

 

Interest
Rate
(2)

 

 

Maturity Date

 

Maximum Maturity(3)

New York

 

Multifamily

 

$

12,500

 

 

$

12,314

 

 

$

12,314

 

 

 

9.13

%

 

8/9/2026

 

8/9/2027

New York

 

Multifamily

 

 

9,250

 

 

 

8,900

 

 

 

8,900

 

 

 

9.13

%

 

8/9/2026

 

8/9/2027

New York

 

Multifamily

 

 

3,800

 

 

 

3,800

 

 

 

3,800

 

 

 

9.06

%

 

10/1/2026

 

10/1/2027

California

 

Retail

 

 

32,910

 

 

 

30,500

 

 

 

30,500

 

 

 

7.76

%

 

9/26/2027

 

9/26/2029

New York

 

Multifamily

 

 

5,700

 

 

 

5,500

 

 

 

5,500

 

 

 

9.06

%

 

10/1/2026

 

9/20/2027

Florida

 

Multifamily

 

 

21,780

 

 

 

21,000

 

 

 

21,000

 

 

 

8.07

%

 

10/2/2027

 

10/2/2029

Louisiana

 

Multifamily

 

 

66,800

 

 

 

66,550

 

 

 

66,550

 

 

 

7.84

%

 

11/1/2026

 

10/31/2029

Georgia

 

Retail

 

 

28,500

 

 

 

28,500

 

 

 

28,500

 

 

 

9.47

%

 

11/4/2027

 

11/30/2029

New York

 

Multifamily

 

 

3,600

 

 

 

3,600

 

 

 

3,600

 

 

 

8.39

%

 

12/1/2026

 

8/9/2027

Texas

 

Hospitality

 

 

27,200

 

 

 

23,725

 

 

 

23,725

 

 

 

7.70

%

 

11/20/2027

 

11/20/2029

California

 

Multifamily

 

 

11,175

 

 

 

9,550

 

 

 

9,550

 

 

 

7.24

%

 

12/1/2027

 

12/1/2029

California

 

Multifamily

 

 

12,000

 

 

 

12,000

 

 

 

12,000

 

 

 

7.82

%

 

12/1/2027

 

12/1/2029

New York

 

Multifamily

 

 

33,750

 

 

 

33,750

 

 

 

33,750

 

 

 

7.93

%

 

11/25/2026

 

11/25/2028

Oregon

 

Multifamily

 

 

58,000

 

 

 

57,807

 

 

 

57,807

 

 

 

8.15

%

 

1/1/2028

 

12/1/2030

New York

 

Multifamily

 

 

6,875

 

 

 

6,875

 

 

 

6,875

 

 

 

8.33

%

 

12/9/2025

 

12/9/2027

New York

 

Multifamily

 

 

7,875

 

 

 

5,860

 

 

 

5,860

 

 

 

8.44

%

 

1/1/2027

 

1/1/2028

New York

 

Multifamily

 

 

11,400

 

 

 

10,125

 

 

 

10,125

 

 

 

8.15

%

 

12/1/2026

 

12/19/2027

New York

 

Mixed-use

 

 

9,200

 

 

 

7,950

 

 

 

7,950

 

 

 

8.13

%

 

12/27/2026

 

12/27/2028

California

 

Multifamily

 

 

25,100

 

 

 

24,150

 

 

 

24,150

 

 

 

7.86

%

 

1/1/2027

 

1/1/2029

New York

 

Mixed-use

 

 

98,000

 

 

 

90,257

 

 

 

90,257

 

 

 

7.98

%

 

1/10/2026

 

1/10/2026

New York

 

Multifamily

 

 

12,400

 

 

 

10,763

 

 

 

10,763

 

 

 

7.98

%

 

1/16/2027

 

1/16/2027

New York

 

Mixed-use

 

 

3,575

 

 

 

3,575

 

 

 

3,575

 

 

 

8.28

%

 

1/16/2027

 

1/16/2027

New York

 

Mixed-use

 

 

13,100

 

 

 

10,650

 

 

 

10,650

 

 

 

8.13

%

 

1/17/2027

 

1/17/2027

Massachusetts

 

Industrial

 

 

65,500

 

 

 

50,498

 

 

 

50,498

 

 

 

6.66

%

 

1/30/2028

 

1/30/2028

Colorado

 

Hospitality

 

 

48,000

 

 

 

47,000

 

 

 

47,000

 

 

 

8.39

%

 

1/31/2028

 

1/31/2028

New York

 

Mixed-use

 

 

5,150

 

 

 

5,150

 

 

 

5,150

 

 

 

8.18

%

 

2/10/2027

 

2/10/2027

New York

 

Mixed-use

 

 

11,500

 

 

 

11,500

 

 

 

11,500

 

 

 

8.08

%

 

2/13/2027

 

2/13/2027

New York

 

Mixed-use

 

 

6,750

 

 

 

5,500

 

 

 

5,500

 

 

 

8.13

%

 

2/14/2027

 

2/14/2027

New York

 

Multifamily

 

 

11,250

 

 

 

10,850

 

 

 

10,850

 

 

 

8.25

%

 

2/21/2027

 

2/21/2027

Florida

 

Industrial

 

 

8,805

 

 

 

7,980

 

 

 

7,980

 

 

 

8.13

%

 

2/6/2027

 

2/6/2027

California

 

Industrial

 

 

48,314

 

 

 

46,000

 

 

 

46,000

 

 

 

8.26

%

 

9/1/2027

 

9/1/2027

Arizona

 

Multifamily

 

 

71,614

 

 

 

59,912

 

 

 

59,912

 

 

 

7.71

%

 

3/1/2027

 

3/1/2027

New York(4)

 

Hospitality

 

 

110,000

 

 

 

110,000

 

 

 

110,000

 

 

 

8.57

%

 

3/20/2026

 

3/20/2026

New York

 

Mixed-use

 

 

5,500

 

 

 

5,500

 

 

 

5,500

 

 

 

8.48

%

 

3/26/2026

 

3/26/2026

New York

 

Multifamily

 

 

4,600

 

 

 

2,566

 

 

 

2,566

 

 

 

8.33

%

 

3/28/2027

 

3/31/2026

Washington

 

Multifamily

 

 

21,750

 

 

 

21,750

 

 

 

21,750

 

 

 

7.72

%

 

4/1/2027

 

4/1/2028

Total

 

 

 

$

933,223

 

 

$

871,906

 

 

$

871,906

 

 

 

 

 

 

 

 

________________________

(1)
Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2)
Represents weighted average interest rate of the most recent interest period in effect for each loan as of period end. As of March 31, 2025, loans earn interest at the one-month term Secured Overnight Financing Rate (“SOFR”) of

 

12


 

4.33% plus a spread and are subject to a rate floor ranging from 2.33% to 5.14%. Payment terms for all loans are interest only with principal due at maturity.
(3)
Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.
(4)
Refinancing of loan previously held by an affiliate.

 

The weighted average loan-to-value ratio, a metric utilized in the fair value measurement of the Company’s commercial real estate loan investments, for the Company’s loan investments was approximately 68.95% as of March 31, 2025.

 

As of December 31, 2024, the Company held the following 19 investments in senior secured CRE loans ($ in thousands):

 

 

Location

 

Property
Type

 

Loan
Amount
(1)

 

 

Outstanding
Principal

 

 

Fair
Value

 

 

Interest
Rate
(2)

 

 

Maturity Date

 

Maximum Maturity(3)

New York

 

Multifamily

 

$

12,500

 

 

$

12,188

 

 

$

12,188

 

 

 

9.13

%

 

8/9/2026

 

8/9/2027

New York

 

Multifamily

 

 

9,250

 

 

 

8,353

 

 

 

8,353

 

 

 

9.13

%

 

8/9/2026

 

8/9/2027

New York

 

Multifamily

 

 

3,800

 

 

 

3,525

 

 

 

3,525

 

 

 

9.06

%

 

10/1/2026

 

10/1/2027

California

 

Retail

 

 

32,910

 

 

 

30,500

 

 

 

30,500

 

 

 

8.59

%

 

9/26/2027

 

9/26/2029

New York

 

Multifamily

 

 

5,700

 

 

 

5,500

 

 

 

5,500

 

 

 

9.06

%

 

10/1/2026

 

9/20/2027

Florida

 

Multifamily

 

 

21,780

 

 

 

21,000

 

 

 

21,000

 

 

 

8.29

%

 

10/2/2027

 

10/2/2029

Louisiana

 

Multifamily

 

 

66,800

 

 

 

66,550

 

 

 

66,550

 

 

 

8.07

%

 

11/1/2026

 

10/31/2029

Georgia

 

Retail

 

 

28,500

 

 

 

28,500

 

 

 

28,500

 

 

 

9.63

%

 

11/4/2027

 

11/30/2029

New York

 

Multifamily

 

 

3,600

 

 

 

3,410

 

 

 

3,410

 

 

 

8.39

%

 

12/1/2026

 

8/9/2027

Texas

 

Hospitality

 

 

27,200

 

 

 

23,725

 

 

 

23,725

 

 

 

9.04

%

 

11/20/2027

 

11/20/2029

California

 

Multifamily

 

 

11,175

 

 

 

9,550

 

 

 

9,550

 

 

 

8.69

%

 

12/1/2027

 

12/1/2029

California

 

Multifamily

 

 

12,000

 

 

 

12,000

 

 

 

12,000

 

 

 

8.05

%

 

12/1/2027

 

12/1/2029

New York

 

Multifamily

 

 

33,750

 

 

 

33,750

 

 

 

33,750

 

 

 

8.11

%

 

11/25/2026

 

11/25/2028

Oregon

 

Multifamily

 

 

58,000

 

 

 

57,000

 

 

 

57,000

 

 

 

8.24

%

 

1/1/2028

 

12/1/2030

New York

 

Multifamily

 

 

6,875

 

 

 

6,875

 

 

 

6,875

 

 

 

8.51

%

 

12/9/2025

 

12/9/2027

New York

 

Multifamily

 

 

7,875

 

 

 

5,750

 

 

 

5,750

 

 

 

8.44

%

 

1/1/2027

 

1/1/2028

New York

 

Multifamily

 

 

11,400

 

 

 

10,125

 

 

 

10,125

 

 

 

8.15

%

 

12/1/2026

 

12/19/2027

New York

 

Mixed-use

 

 

9,200

 

 

 

7,950

 

 

 

7,950

 

 

 

8.30

%

 

12/27/2026

 

12/27/2028

California

 

Multifamily

 

 

25,100

 

 

 

24,150

 

 

 

24,150

 

 

 

8.29

%

 

1/1/2027

 

1/1/2029

Total

 

 

 

$

387,415

 

 

$

370,401

 

 

$

370,401

 

 

 

 

 

 

 

 

________________________

(1)
Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2)
Represents weighted average interest rate of the most recent interest period in effect for each loan as of period end. As of December 31, 2024, loans earn interest at the one-month term Secured Overnight Financing Rate (“SOFR”) of 4.54% plus a spread and are subject to a rate floor ranging from 3.52% to 5.10%. Payment terms for all loans are interest only with principal due at maturity.
(3)
Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.

 

The weighted average loan-to-value ratio, a metric utilized in the fair value measurement of the Company’s commercial real estate loan investments, for the Company’s loan investments was approximately 70.63% as of December 31, 2024.

4. Investments in Real Estate-Related Assets

 

13


 

Mortgage Servicing Rights

As of March 31, 2025 and December 31, 2024, the Company’s equity interest in a MSR portfolio was $79.8 million and $9.5 million, respectively. The interest in the MSR portfolio is associated with $1.2 billion of unpaid principal balance on residential mortgage loans.

Residential Bridge Loans

The following table details the Company’s investment in residential bridge loans as of March 31, 2025 ($ in thousands):

 

Number of Loans

 

Loan Amount(1)

 

 

Outstanding Principal

 

 

Interest Rate

 

 

Maximum Maturity Date(2)

3

 

$

5,979

 

 

$

3,029

 

 

 

10.00

%

 

8/19/2025

 

The following table details the Company’s investment in residential bridge loans as of December 31, 2024 ($ in thousands):

 

Number of Loans

 

Loan Amount(1)

 

 

Outstanding Principal

 

 

Interest Rate

 

 

Maximum Maturity Date(2)

3

 

$

5,979

 

 

$

2,750

 

 

 

10.00

%

 

8/19/2025

 

(1) Loan amount consists of outstanding principal balance plus unfunded loan commitments.

 

(2) Maximum maturity date assumes all extension options are exercised.

Tax Lien Investments

As of March 31, 2025, the Company held the following tax lien investments ($ in thousands):

 

Location

 

Lien Count

 

 

Acquisition
Date

 

Par Value

 

 

Fair Value

 

New Jersey

 

 

551

 

 

8/30/2024

 

$

12,417

 

 

$

12,417

 

Mississippi

 

 

555

 

 

9/4/2024

 

 

2,763

 

 

 

2,971

 

Colorado

 

 

746

 

 

10/23/2024

 

 

5,604

 

 

 

6,055

 

California

 

 

27,137

 

 

12/4/2024

 

 

27,569

 

 

 

28,716

 

Illinois

 

 

265

 

 

12/10/2024

 

 

2,555

 

 

 

2,555

 

New York

 

 

351

 

 

2/18/2025

 

 

3,430

 

 

 

3,430

 

Total

 

 

29,605

 

 

 

 

$

54,338

 

 

$

56,144

 

 

 

 

14


 

As of December 31, 2024, the Company held the following tax lien investments ($ in thousands):

 

Location

 

Lien Count

 

 

Acquisition
Date

 

Par Value

 

 

Fair Value

 

New Jersey

 

 

869

 

 

8/30/2024

 

$

16,668

 

 

$

16,667

 

Mississippi

 

 

691

 

 

9/4/2024

 

 

3,217

 

 

 

3,458

 

Colorado

 

 

1,000

 

 

10/23/2024

 

 

7,213

 

 

 

7,797

 

California

 

 

34,995

 

 

12/4/2024

 

 

36,152

 

 

 

37,655

 

Illinois

 

 

265

 

 

12/10/2024

 

 

2,484

 

 

 

2,505

 

Total

 

 

37,820

 

 

 

 

$

65,734

 

 

$

68,082

 

 

5. Borrowings

The table below summarizes the Company’s Repurchase Facilities and Revolving Credit Facility borrowings as of March 31, 2025 ($ in thousands):

 

 

Principal Outstanding Balance
as of March 31, 2025

 

 

Maximum Facility Size

 

 

Weighted Average Interest Rate

 

 

Maturity Date

Repurchase Facilities:

 

 

 

 

 

 

 

 

 

 

 

GS Seller I Repurchase Facility

 

$

166,070

 

 

$

412,522

 

 

 

6.49

%

 

8/16/2027

GS Seller II Repurchase Facility

 

 

25,605

 

 

 

25,605

 

 

 

6.33

%

 

8/16/2027

GS Seller III Repurchase Facility

 

 

61,873

 

 

 

61,873

 

 

 

6.58

%

 

8/16/2027

Atlas Repurchase Facility

 

 

120,639

 

 

 

200,000

 

 

 

6.55

%

 

10/11/2027

Total Repurchase Facilities

 

 

374,187

 

 

 

700,000

 

 

 

 

 

 

Deferred Financing Costs, net

 

 

(1,996

)

 

 

 

 

 

 

 

 

Total Repurchase Facilities, net

 

 

372,191

 

 

 

 

 

 

 

 

 

Revolving Credit Facility:

 

 

 

 

 

 

 

 

 

 

 

JPM Revolving Credit Facility

 

 

40,165

 

 

 

185,911

 

 

 

6.33

%

 

5/8/2027

Deferred Financing Costs, net

 

 

(140

)

 

 

 

 

 

 

 

 

Revolving Credit Facility, net

 

 

40,025

 

 

 

 

 

 

 

 

 

Total

 

$

412,216

 

 

$

885,911

 

 

 

 

 

 

 

 

15


 

The table below summarizes the Company’s Repurchase Facilities and Revolving Credit Facility borrowings as of December 31, 2024 ($ in thousands):

 

 

Principal Outstanding Balance
as of December 31, 2024

 

 

Maximum Facility Size

 

 

Weighted Average Interest Rate

 

 

Maturity Date

Repurchase Facilities:

 

 

 

 

 

 

 

 

 

 

 

GS Seller I Repurchase Facility

 

$

159,146

 

 

$

439,887

 

 

 

6.71

%

 

8/16/2027

GS Seller II Repurchase Facility

 

 

25,605

 

 

 

25,605

 

 

 

6.37

%

 

8/16/2027

GS Seller III Repurchase Facility

 

 

34,508

 

 

 

34,508

 

 

 

6.72

%

 

8/16/2027

Atlas Repurchase Facility

 

 

14,027

 

 

 

200,000

 

 

 

7.10

%

 

10/11/2027

Total Repurchase Facilities

 

 

233,286

 

 

 

700,000

 

 

 

 

 

 

Deferred Financing Costs, net

 

 

(1,352

)

 

 

 

 

 

 

 

 

Total Repurchase Facilities, net

 

 

231,934

 

 

 

 

 

 

 

 

 

Revolving Credit Facility:

 

 

 

 

 

 

 

 

 

 

 

JPM Revolving Credit Facility

 

 

61,591

 

 

 

179,061

 

 

 

6.50

%

 

5/8/2027

Deferred Financing Costs, net

 

 

(155

)

 

 

 

 

 

 

 

 

Revolving Credit Facility, net

 

 

61,436

 

 

 

 

 

 

 

 

 

Total

 

$

293,370

 

 

$

879,061

 

 

 

 

 

 

 

The table below shows the aggregate amount of maturities of our outstanding borrowings over the next five years and thereafter as of March 31, 2025 ($ in thousands):

 

Year

 

Repurchase Facilities

 

 

Revolving Credit Facility

 

2025

 

$

 

 

$

 

2026

 

 

 

 

 

 

2027

 

 

374,187

 

 

 

40,165

 

2028

 

 

 

 

 

 

2029

 

 

 

 

 

 

Thereafter

 

 

 

 

 

 

Total

 

$

374,187

 

 

$

40,165

 

 

The Company is subject to various financial and operational covenants under the Repurchase Facilities and Revolving Credit Facility. These covenants require the Company to maintain certain financial ratios, which include leverage and fixed charge coverage, among others. As of March 31, 2025, the Company was in compliance with all of its loan covenants.

6. Equity and Non-Controlling Interests

Authorized Capital

As of March 31, 2025, the Company has the authority to issue an unlimited number of preferred shares and 11 classes of common shares including Class B, Class R, Class J-1, Class J-2, Class J-3, Class J-4, Class J-5, Class S, Class D, Class I and Class E. Class E shares are classified as redeemable common stock on the Company’s Condensed Consolidated Balance Sheets. Each class of common shares and preferred shares has a par value of $0.01. The Company’s board of trustees has the ability to establish the preferences and rights of each class or series of preferred shares, without shareholder approval, and as such, it may afford the holders of any series or class of preferred shares preferences, powers and rights senior to the rights of holders of common shares. The differences among the common share classes relate to ongoing servicing fees, management fees, performance participation allocation and share repurchase rights. Other than differences in fees and repurchase rights, each class of common shares has the same economic and voting rights.

 

16


 

Common Shares

For the three months ended March 31, 2025, the below tables detail the movement in the Company’s outstanding common shares (in thousands):

 

 

For the Three Months Ended March 31, 2025

 

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class I

 

 

Class E

 

 

Total

 

December 31, 2024

 

 

9,401

 

 

 

976

 

 

 

 

 

 

 

 

 

18

 

 

 

1,133

 

 

 

11,528

 

Common shares issued

 

 

8,167

 

 

 

2,593

 

 

 

8,350

 

 

 

2,243

 

 

 

166

 

 

 

138

 

 

 

21,657

 

Distribution reinvestment

 

 

84

 

 

 

9

 

 

 

15

 

 

 

8

 

 

 

 

 

 

3

 

 

 

119

 

Class transfers

 

 

7

 

 

 

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2025

 

 

17,659

 

 

 

3,571

 

 

 

8,365

 

 

 

2,251

 

 

 

184

 

 

 

1,274

 

 

 

33,304

 

 

Redeemable Common Stock

 

Affiliates of the Adviser hold Class E shares of the Company. See Note 9 - Related Party Transactions for further details on related party share ownership. The ability of the Class E holders to redeem the Class E shares for cash is outside of the Company’s control. Therefore, the Company has classified these Class E shares that are held by affiliates of the Adviser as redeemable common stock outside of equity on the Company’s Condensed Consolidated Balance Sheets. The Company received proceeds from the issuance of redeemable common stock of $2.6 million for the three months ended March 31, 2025. As of March 31, 2025 and December 31, 2024, the Company had 1,274,059 and 1,133,401 redeemable common shares issued and outstanding, respectively.

 

The redeemable common shares are recorded at the greater of (i) their carrying amount, or (ii) their redemption value, which is equivalent to the fair value of the shares at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment of $63,285 for the three months ended March 31, 2025.

 

Share Repurchases

The Company has adopted a share repurchase plan whereby, subject to certain limitations, shareholders may request, on a quarterly basis, that the Company repurchase all or any portion of their shares. The aggregate NAV of total repurchases of the Company’s common shares under the Company’s share repurchase plan is limited to no more than 5% of the Company’s aggregate NAV per quarter (measured using the average aggregate NAV attributable to shareholders as of the end of the immediately preceding three months). Shares issued to the Adviser and its affiliates as payment for management fees, performance fees or as reimbursements of expenses are subject to the repurchase plan but exempt from the redemption limitations.

Other than as described for redeemable common stock, the Company is not obligated to repurchase any shares, including shares held by the Adviser acquired as payment of the Adviser’s management fee or performance fee, and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all, in its discretion at any time. Further, the Company’s board of trustees may make exceptions to, modify or suspend the Company’s share repurchase plan (including to make exceptions to the repurchase limitations or purchase fewer shares than such repurchase limitations) if it deems such action to be in the Company’s best interest. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the quarter will be repurchased on a pro rata basis.

The Company had no repurchase requests for the three months ended March 31, 2025.

 

17


 

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income in accordance with GAAP, to its shareholders each year to comply with the REIT provisions of the Code. Each class of common shares receive the same gross distribution per share during the period.

For the three months ended March 31, 2025, the aggregate net distributions declared for each applicable class of common shares are below:

 

 

For the Three Months Ended March 31, 2025

 

 

Class B

 

 

Class R

 

 

Class J-1(1)

 

 

Class J-2(1)

 

 

Class I

 

 

Class E

 

Aggregate net distributions declared per share of common shares

 

$

0.4032

 

 

$

0.3606

 

 

$

0.2527

 

 

$

0.2610

 

 

$

0.3401

 

 

$

0.4032

 

________________________

(1)
Shares were outstanding for a portion of three months ended March 31, 2025.

Non-controlling Interests

As of March 31, 2025, the Company has two entities with non-controlling interests which the Company consolidates. As of March 31, 2025, total equity of the joint ventures was $107.9 million, of which the Company owned $93.1 million and the remaining $14.8 million was allocated to non-controlling interests.

As of December 31, 2024, total equity of the joint ventures was $61.1 million, of which the Company owned $52.5 million and the remaining $8.6 million was allocated to non-controlling interests.

Share Based Compensation

The Company accrued $0.1 million of non-cash compensation expense as of March 31, 2025.

7. Earnings Per Share

Basic earnings/(loss) per common share is determined by dividing net income/(loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period. All classes of common shares are allocated income/(loss) at the same rate per share and receive the same gross distribution per share before class-specific fees and accruals/allocations. To the extent that class-specific fees and accruals/allocations are applicable they will be deducted to arrive at class specific net income/(loss) per share and net distribution rate per share.

For the three months ended March 31, 2025, net earnings per common share is computed as below (in thousands, except per share data):

 

(in thousands, except per share data)

 

For the three months ended March 31, 2025

 

Net income

 

$

10,356

 

Weighted average number of common shares outstanding

 

 

25,508

 

Earnings per common share — basic and diluted

 

$

0.41

 

 

 

18


 

8. Fair Value of Financial Instruments

The following table presents the Company’s investment assets carried at fair value on a recurring basis on the Condensed Consolidated Balance Sheets by their level in the fair value hierarchy as of March 31, 2025 ($ in thousands):

 

 

March 31, 2025

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

Commercial real estate loan investments

 

$

 

 

$

 

 

$

871,906

 

Investments in real estate-related assets:

 

 

 

 

 

 

 

 

 

Mortgage servicing rights

 

 

 

 

 

 

 

 

79,376

 

Residential bridge loans

 

 

 

 

 

 

 

 

3,029

 

Tax liens

 

 

 

 

 

 

 

 

56,144

 

Total

 

$

 

 

$

 

 

$

1,010,455

 

The following table presents the Company’s investment assets carried at fair value on a recurring basis on the Condensed Consolidated Balance Sheets by their level in the fair value hierarchy as of December 31, 2024 ($ in thousands):

 

 

December 31, 2024

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

Commercial real estate loan investments

 

$

 

 

$

 

 

$

370,401

 

Investments in real estate-related assets:

 

 

 

 

 

 

 

 

 

Mortgage servicing rights

 

 

 

 

 

 

 

 

9,835

 

Residential bridge loans

 

 

 

 

 

 

 

 

2,750

 

Tax liens

 

 

 

 

 

 

 

 

68,082

 

Total

 

$

 

 

$

 

 

$

451,068

 

 

The following table summarizes changes in investments for the three months ended March 31, 2025 ($ in thousands):

 

 

For the Three Months Ended March 31, 2025

 

 

Commercial Real
Estate Loan
Investments

 

 

Mortgage Servicing Rights

 

 

Residential Bridge Loans

 

 

Tax Liens

 

Beginning balance

 

$

370,401

 

 

$

9,835

 

 

$

2,750

 

 

$

68,082

 

Loan originations and fundings

 

 

501,505

 

 

 

70,878

 

 

 

279

 

 

 

5,555

 

Repayments

 

 

 

 

 

 

 

 

 

 

 

(16,969

)

Return of capital

 

 

 

 

 

(624

)

 

 

 

 

 

 

Net realized loss on investments

 

 

 

 

 

 

 

 

 

 

 

(524

)

Net unrealized loss on investments

 

 

 

 

 

(713

)

 

 

 

 

 

 

Ending balance

 

$

871,906

 

 

$

79,376

 

 

$

3,029

 

 

$

56,144

 

 

 

 

19


 

The key unobservable inputs used in determining the fair value of the Company’s investments as of March 31, 2025 were as follows:

 

Level 3 Asset Category

 

Fair
Value

 

 

Valuation
Technique

 

Significant
Unobservable
Inputs

 

Range of
Inputs

 

 

Impact to
Valuation from
an Increase in
Input

Commercial real estate loan investments

 

$

871,906

 

 

Discounted cash flow

 

Discount rate

 

7.37% - 9.52%

 

 

Decrease

Investments in real estate-related assets:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage servicing rights

 

$

79,376

 

 

NAV

 

NAV

 

$

79,376

 

 

Increase

Residential bridge loans

 

$

3,029

 

 

Discounted cash flow

 

Discount rate

 

10.00%

 

 

Decrease

Tax liens

 

$

56,144

 

 

Yield analysis

 

Yield

 

6.84% - 19.92%

 

 

Increase

 

The key unobservable inputs used in determining the fair value of the Company’s investments as of December 31, 2024 were as follows:

 

Level 3 Asset Category

 

Fair
Value

 

 

Valuation
Technique

 

Significant
Unobservable
Inputs

 

Range of
Inputs

 

 

Impact to
Valuation from
an Increase in
Input

Commercial real estate loan investments

 

$

370,401

 

 

Discounted cash flow

 

Discount rate

 

5.44% - 9.78%

 

 

Decrease

Investments in real estate-related assets:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage servicing rights

 

$

9,835

 

 

NAV

 

NAV

 

$

9,835

 

 

Increase

Residential bridge loans

 

$

2,750

 

 

Discounted cash flow

 

Discount rate

 

10.00%

 

 

Decrease

Tax liens

 

$

68,082

 

 

Yield analysis

 

Yield

 

7.72% - 19.92%

 

 

Increase

 

9. Related Party Transactions

Due to Affiliates

The following table details the components of due to affiliates on the Condensed Consolidated Balance Sheets ($ in thousands):

 

 

 

March 31, 2025

 

 

December 31, 2024

 

Advanced organizational and offering costs

 

$

5,322

 

 

$

4,947

 

General and administrative expenses

 

 

3,000

 

 

 

2,174

 

Total

 

$

8,322

 

 

$

7,121

 

Advanced Organizational and Offering Costs

The Adviser has agreed to advance organization and offering costs on behalf of the Company (including legal, accounting and other expenses attributable to the organization, but excluding ongoing servicing fees) through August 1, 2025, the first anniversary of the initial closing of the Company’s private offering. The Company will reimburse the Adviser for all such advanced expenses ratably over the 60-month period following August 1, 2025. Additionally, the Adviser pays certain other general corporate expenses on behalf of the Company. Such expenses are reimbursed by the Company to the adviser in the ordinary course. Any amount due to the Adviser but not paid will be recognized as a liability on the Condensed Consolidated Balance Sheets. As of March 31, 2025 and December 31, 2024, the Adviser has incurred organization and offering expenses

 

20


 

on the Company’s behalf of $5.3 million and $4.9 million, respectively, and are recorded as a component of due to affiliate on the Company’s Condensed Consolidated Balance Sheets.

General and Administrative Expense

The Adviser has agreed to advance certain operating costs, including debt issuance costs and general and administrative expenses, incurred through December 31, 2024. The Company will reimburse the Adviser for all such advanced operating expenses ratably over the 60 months following such date. Additionally, the Adviser pays certain other general corporate expenses on behalf of the Company. Such expenses are reimbursed by the Company to the adviser in the ordinary course. As of March 31, 2025 and December 31, 2024, the Adviser had incurred operating expenses, including general and administrative expenses of $2.8 million and $1.9 million, respectively, on behalf of the Company, that are recorded as a component of due to affiliates on the Condensed Consolidated Balance Sheets. Additionally, approximately $0.2 million and $0.3 million were payable to the Board of Trustees related to compensation expense at March 31, 2025 and December 31, 2024, respectively. After December 31, 2024, the Company will reimburse the Adviser for the use of accounting, information technology and operational services, software or other assets utilized to provide such services to the Company based on an allocation by the Adviser when incurred.

Management Fee

As compensation for its services provided pursuant to the management agreement, the Adviser, for Class J-4 shares, Class J-5 shares, Class S shares, Class D shares and Class I shares, will be paid a management fee of 1.25% of NAV per annum payable monthly, and for Class B shares, Class R shares, Class J-1 shares, Class J-2 shares, Class J-3 shares and Class E shares, a management fee of 1.00% of NAV per annum payable monthly. The management fee paid in respect of any Class B shares, Class R shares, Class J-1 shares, Class J-2 shares or Class J-3 shares that are purchased by a shareholder until March 31, 2025 will be waived. The Adviser agreed to waive the management fee in respect of any Class E shares issued for so long as the Company qualifies as a “publicly offered REIT.” As of March 31, 2025, the Company has incurred $7,931 of management fees.

Performance Fee

The Adviser may be entitled to a performance fee, which is accrued monthly and payable quarterly in arrears. The performance fee will be in an amount equal to 12.5% of the Company’s Core Earnings (as defined below) for the immediately preceding calendar quarter, subject to the “hurdle rate,” which is expressed as a rate of return on adjusted capital, equal to 1.25% per quarter, or an annualized hurdle rate of 5.0%.

Once the Company’s Core Earnings in any calendar quarter exceeds the hurdle rate, the Adviser is entitled to a “catch-up” fee equal to the amount of Core Earnings in excess of the hurdle rate, until the Company’s Core Earnings for such quarter exceeds the result of (i) the hurdle rate divided by (ii) 0.875 (or 1 minus 0.125) of adjusted capital. Thereafter, the Adviser is entitled to receive 12.5% of the Company’s Core Earnings. The Company will not pay the Adviser a performance fee with respect to the Class B shares, Class R shares or Class E shares.

For purposes of calculating the performance fee, “Core Earnings” means: the net income (loss) attributable to shareholders of Class S shares, Class D shares and Class I shares, computed in accordance with GAAP, including realized gains (losses) not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation expense, (ii) the performance fee, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, (v) one-time events pursuant to changes in GAAP, and (vi) certain non-cash adjustments and certain material non-cash income or expense items, in each case after discussions between the Adviser and the Company’s independent trustees and approved by a majority of the Company’s independent trustees. As of March 31, 2025, the Company has $7,263 incurred of performance fees.

 

21


 

10. Commitments and Contingencies

Commitments and contingencies may arise in the ordinary course of business. As of March 31, 2025, the Company has unfunded commitments of up to $69.5 million, $61.3 million and $3.0 million related to its equity investments in mortgage servicing rights portfolio subscription agreement, CRE loan investments and residential bridge loan investments, respectively. The exact timing and amounts of such future fundings are uncertain. As of December 31, 2024, the Company had unfunded commitments of up to $140.4 million, $17.0 million and $3.2 million related to its equity investments in mortgage servicing rights portfolio subscription agreement, CRE loan investments and residential bridge loan investments, respectively.

As of March 31, 2025, the Company is not subject to any material litigation nor is the Company aware of any material litigation threatened against it.

 

11. Economic Dependency

 

The Company is dependent on the Adviser and its affiliates for certain services that are essential to it, including the sale of the Company's common shares, origination, acquisition and disposition decisions, and certain other responsibilities. In the event that the Adviser and its affiliates are unable to provide such services, the Company would be required to find alternative service providers.

 

12. Subsequent Events

Investment Activity

Subsequent to March 31, 2025, the Company originated the following CRE loans ($ in thousands):

 

Location

 

Property
Type

 

Origination
Date

 

Loan
Amount
(1)

 

 

Outstanding
Principal

 

 

Interest
Rate

 

 

Maturity
Date

New York

 

Mixed-use

 

4/4/2025

 

$

3,400

 

 

$

3,400

 

 

 

8.17

%

 

5/1/2027

Colorado

 

Multifamily

 

4/16/2025

 

 

25,200

 

 

 

24,135

 

 

 

7.82

%

 

5/8/2027

Florida

 

Multifamily

 

4/30/2025

 

 

66,900

 

 

 

60,500

 

 

 

8.53

%

 

5/5/2028

Florida

 

Hospitality

 

5/12/2025

 

 

38,000

 

 

 

38,000

 

 

 

8.28

%

 

11/1/2027

Total

 

 

 

 

 

$

133,500

 

 

$

126,035

 

 

 

 

 

 

________________________

(1)
Loan amount consists of outstanding principal balance plus unfunded loan commitments.

 

Subsequent to March 31, 2025, the Company contributed $2.5 million to its equity investments through its mortgage servicing rights portfolio subscription agreement.

 

Subsequent to March 31, 2025, the Company acquired an additional pool of 12 residential bridge loans for an aggregate loan amount of $4.7 million and an outstanding principal balance of $2.7 million.

 

22


 

Revolving Credit Facility

Subsequent to March 31, 2025, the Company paid $2.3 million towards the outstanding principal balance on the borrowings governed by that certain Loan and Security Agreement, by and among FCR TL Holdings LLC, an indirect, wholly-owned subsidiary of the Company (“FCR TL Holdings”), as borrower, JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan”) and lenders from time to time party thereto, and the Company as guarantor (the “Revolving Credit Facility”).

On May 1, 2025, FCR TL Holdings, JPMorgan, as administrative agent and lender, and the Company entered into Amendment No. 1 to the Revolving Credit Facility (“Revolving Credit Facility Amendment”). Pursuant to the Revolving Credit Facility Amendment, the limitations on the maximum amount borrowable under the Revolving Credit Facility was amended to remove limitations based on the borrowings of other Fortress funds on facilities between such entities and JPMorgan. The maximum loan amount under the Revolving Credit Facility remains at $300 million, subject to the termination and condition set forth in the Revolving Credit Facility.

Proceeds from the Issuance of Common Shares

On April 1, 2025, the Company issued and sold an aggregate of 11,065,936 common shares, consisting of 2,282,548 Class B shares, 855,988 Class R shares, 6,619,569 Class J-1 shares, 1,006,742 Class J-2 shares, 274,068 Class J-4 shares, 25,979 Class I shares and 1,042 Class E shares for aggregate proceeds of $222.0 million.

On May 1, 2025, the Company issued and sold an aggregate of 4,774,162 common shares, consisting of 2,190,443 Class B shares, 6,119 Class R shares, 480,821 Class J-1 shares, 12,824 Class J-2 shares, 1,226,980 Class J-4 shares, 202,633 Class S shares, 643,356 Class I shares and 10,986 Class E shares for aggregate proceeds of $96.4 million.

 

GS Repurchase Facilities

On May 6, 2025, (i) a subsidiary of the Company, FCR GS Seller I LLC, as seller (the “GS Seller I”) and Goldman Sachs Bank USA (“Goldman Sachs”), as purchaser, entered into a second amendment to the Master Repurchase Agreement, dated August 16, 2024, and as amended as of December 18, 2024 (the “GS Seller I Repurchase Agreement”) (together with the related transaction documents, the “Second Amended GS Seller I Repurchase Agreement”), (ii) a subsidiary of the Company, FCR DC GS Seller III LLC, as seller (the “GS Seller III”) and Goldman Sachs, as purchaser, entered into a second amendment to the Master Repurchase Agreement, dated October 11, 2024, and as amended as of December 18, 2024 (the “GS Seller III Repurchase Agreement”) (together with the related transaction documents, the “Second Amended GS Seller III Repurchase Agreement”) and (iii) a subsidiary of the Company, FCR Key GS Seller II LLC, as seller (the “GS Seller II”) and Goldman Sachs, as purchaser entered into an amendment to the Master Repurchase Agreement, dated December 18, 2024 (the “GS Seller II Repurchase Agreement” and, together with the GS Seller I Repurchase Agreement and GS Seller III Repurchase Agreement, the “GS Repurchase Agreements” and, the repurchase facilities governed by the GS Repurchase Agreements, the “GS Repurchase Facilities”) (together with the related transaction documents, the “Amended GS Seller II Repurchase Agreement” and, together with the Second Amended GS Seller I Repurchase Agreement and Second Amended GS Seller III Repurchase Agreement, the “Amended GS Repurchase Agreements”). Pursuant to the Amended GS Repurchase Agreements, the financing available in connection with the acquisition and/or origination by the Company of certain loans, as more particularly described in the Amended GS Repurchase Agreements, was increased from an aggregate of $500 million to $750 million.

In connection with the Amended GS Repurchase Agreements, on May 6, 2025, the Company entered into a first amendment to guaranty with respect to each of the Second Amended GS Seller I Repurchase Agreement, the Second Amended GS Seller III Repurchase Agreement and the Amended GS Seller II Repurchase Agreement, each dated as of the date of the applicable Amended GS Repurchase Agreement (collectively, the “Amended GS Guaranties”). Pursuant to the Amended GS Guaranties, the liquidity covenant was amended to (i) delete the threshold applicable for the first six months following the closing date of the applicable Amended GS Repurchase Agreements and (ii) limit the liquidity the Company is required to maintain to a maximum of $37.5 million.

 

 

23


 

Atlas Repurchase Facility

On April 23, 2025, a subsidiary of the Company, FCR DC JV Atlas Seller LLC, as seller (the “Atlas Seller”) and Atlas Securitized Products Investments 2, L.P. (“Atlas”), as administrative agent and buyer, entered into an amendment to the Master Repurchase Agreement, dated October 11, 2024 (the “Atlas Repurchase Agreement” and, the repurchase facility governed by the Atlas Repurchase Agreement, the “Atlas Repurchase Facility” and, together with the GS Repurchase Facilities, the “Repurchase Facilities”) (together with the related transaction documents, the “Amended Atlas Repurchase Agreement”). Pursuant to the Amended Atlas Repurchase Agreement, the financing available in connection with the acquisition and origination by the Company of certain loans, as more particularly described in the Amended Atlas Repurchase Agreement, was increased from an aggregate of $200 million to $300 million.

In connection with the Amended Atlas Repurchase Agreement, on April 23, 2025, the Company entered into a first amendment to guaranty, dated October 11, 2024 (the “Amended Atlas Guaranty”). Pursuant to the Amended Atlas Guaranty, the Company agreed to satisfy certain minimum adjusted net worth standards and certain liquidity requirements.

 

Dealer Manager Agreement

On April 11, 2025, the Company appointed Fortress Wealth Solutions LLC (the “Dealer Manager”), an affiliate of the Adviser, as dealer manager in connection with its ongoing private offering of securities. In connection therewith, the Company, the Adviser and the Dealer Manager entered into a Dealer Manager Agreement, which includes an updated form of Participating Broker-Dealer Agreement.

Amended and Restated Share Repurchase Plan

Effective April 11, 2025, the Company’s board of trustees amended the Company’s share repurchase plan to reflect the appointment of the Dealer Manager. The Company’s share repurchase plan otherwise remains unchanged.

The Company has performed an evaluation of subsequent events through May 13, 2025, which is the date the condensed consolidated financial statements were issued. Other than those items previously disclosed, no other events have occurred that require consideration as adjustments to, or disclosures in, the condensed consolidated financial statements

 

 

24


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to “we,” “us,” “our,” “FCR,” and the “Company” refer to Fortress Credit Realty Income Trust, together with its consolidated subsidiaries, unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Part I. Item 1A — “Risk Factors” in our Annual Report.

Overview

Fortress Credit Realty Income Trust is a credit-focused diversified mortgage REIT, which invests in the senior parts of the capital structure, with a focus on (i) floating rate loans across commercial real estate (“CRE”) debt (“CRE Debt”) and (ii) investments in real estate-related assets. We are externally managed by FCR Advisors LLC, our Adviser and an affiliate of Fortress.

The Company is a Maryland statutory trust formed on June 4, 2024 (“Date of Formation”); however, no activity occurred until August 2, 2024. The Company is a non-listed, perpetual life REIT that qualifies to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes. The Company generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to shareholders and maintain our qualification as a REIT.

As of March 31, 2025, we have received aggregate proceeds of $668.6 million from the sale of our common shares. The Company has primarily used the net proceeds to make investments in real estate debt and other investments as further described below under “Overall Portfolio.” The Company intends to continue selling common shares on a monthly basis.

Market Conditions and Trends

The Company’s businesses are materially affected by conditions in the financial markets and economic conditions in the United States and, to a lesser extent, elsewhere in the world.

During the first quarter of 2025, the persistence of both elevated inflation and interest rates, in conjunction with tariff risks, political uncertainty, geopolitical uncertainty (including the conflict between Russia and Ukraine, or the ongoing and developing conflicts in the Middle East, and other developing conflicts), and uncertainty around future capital availability continued to weigh on industry deal activity and market valuations.

However, industry transaction volumes increased slightly compared to the previous quarter and are expected to continue to grow. Our business, focused on floating rate loans across CRE debt and residential loans and assets, continued to deploy significant capital across senior components of the capital structure. Our investors continue to benefit from the inflation-mitigating characteristics and long term risk adjusted returns of our credit-focused diversified mortgage REIT strategy.

We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment. It remains difficult to predict the ultimate effects of these events on the financial markets, overall economy, and our financial statements. See “Item 1A. Risk Factors—Risks Related to Our Business and Operations.”

Recent Developments

Since March 31, 2025, and through and including the date hereof, we have (i) originated four CRE loans across the United States with an aggregate loan amount and outstanding principal amount of $133.5 million and $126.0 million, respectively, (ii) contributed $2.5 million to our equity investments in our mortgage servicing rights portfolio subscription

 

25


 

agreement, (iii) acquired a pool of 12 residential bridge loans with an aggregate loan amount and outstanding principal balance of $4.7 million and $2.7 million, respectively, (iv) issued and sold an aggregate of 15,840,099 common shares in our private offering, resulting in proceeds of $318.4 million, (v) amended the Repurchase Agreements as described below, (vi) entered into the Dealer Manager Agreement (as defined below) and amended our share repurchase plan as described below and (vii) authorized the sale of new common share classes as described below (see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 12. Subsequent Events” and the section titled “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds”).

GS Repurchase Facilities

On May 6, 2025, (i) a subsidiary of the Company, FCR GS Seller I LLC, as seller (the “GS Seller I”), and Goldman Sachs Bank USA, (“Goldman Sachs”) as purchaser, entered into a second amendment to the Master Repurchase Agreement, dated August 16, 2024, and as amended as of December 18, 2024 (the “GS Seller I Repurchase Agreement”) (together with the related transaction documents, the “Second Amended GS Seller I Repurchase Agreement”), (ii) a subsidiary of the Company, FCR DC GS Seller III LLC, as seller (the “GS Seller III”), and Goldman Sachs, as purchaser, entered into a second amendment to the Master Repurchase Agreement, dated October 11, 2024, and as amended as of December 18, 2024 (the “GS Seller III Repurchase Agreement”) (together with the related transaction documents, the “Second Amended GS Seller III Repurchase Agreement”) and (iii) a subsidiary of the Company, FCR Key GS Seller II LLC, as seller (the “GS Seller II”), and Goldman Sachs, as purchaser entered into an amendment to the Master Repurchase Agreement, dated December 18, 2024 (the “GS Seller II Repurchase Agreement” and, together with the GS Seller I Repurchase Agreement and GS Seller III Repurchase Agreement, the “GS Repurchase Agreements” and, the repurchase facilities governed by the GS Repurchase Agreements, the “GS Repurchase Facilities”) (together with the related transaction documents, the “Amended GS Seller II Repurchase Agreement” and, together with the Second Amended GS Seller I Repurchase Agreement and Second Amended GS Seller III Repurchase Agreement, the “Amended GS Repurchase Agreements”). Pursuant to the Amended GS Repurchase Agreements, the financing available in connection with the acquisition and/or origination by the Company of certain loans, as more particularly described in the Amended GS Repurchase Agreements, was increased from an aggregate of $500 million to $750 million.

In connection with the Amended GS Repurchase Agreements, on May 6, 2025, the Company entered into a first amendment to guaranty with respect to each of the Second Amended GS Seller I Repurchase Agreement, the Second Amended GS Seller III Repurchase Agreement and the Amended GS Seller II Repurchase Agreement, each dated as of the date of the applicable Amended GS Repurchase Agreement (collectively, the “Amended GS Guaranties”). Pursuant to the Amended GS Guaranties, the liquidity covenant was amended to (i) delete the threshold applicable for the first six months following the closing date of the applicable Amended GS Repurchase Agreements and (ii) limit the liquidity the Company is required to maintain to a maximum of $37.5 million.

Atlas Repurchase Facility

On April 23, 2025, a subsidiary of the Company, FCR DC JV Atlas Seller LLC, as seller (the “Atlas Seller”), and Atlas Securitized Products Investments 2, L.P., as administrative agent and buyer (“Atlas”), entered into an amendment to the Master Repurchase Agreement, dated October 11, 2024 (the “Atlas Repurchase Agreement” and, the repurchase facility governed by the Atlas Repurchase Agreement, the “Atlas Repurchase Facility” and, together with the GS Repurchase Facilities, the “Repurchase Facilities”) (together with the related transaction documents, the “Amended Atlas Repurchase Agreement” and, collectively with the Amended GS Repurchase Agreements, the “Amended Repurchase Agreements”). Pursuant to the Amended Atlas Repurchase Agreement, the financing available in connection with the acquisition and origination by the Company of certain loans, as more particularly described in the Amended Atlas Repurchase Agreement, was increased from an aggregate of $200 million to $300 million.

In connection with the Amended Atlas Repurchase Agreement, on April 23, 2025, the Company entered into a first amendment to guaranty, dated October 11, 2024 (the “Amended Atlas Guaranty”). Pursuant to the Amended Atlas Guaranty, the Company agreed to satisfy certain minimum adjusted net worth standards and certain liquidity requirements.

 

26


 

Dealer Manager Agreement

On April 11, 2025, the Company appointed Fortress Wealth Solutions LLC (the “Dealer Manager”), an affiliate of the Adviser, as dealer manager in connection with its ongoing private offering of securities. In connection therewith, the Company, the Adviser and the Dealer Manager entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”), which includes an updated form of Participating Broker-Dealer Agreement.

Amended and Restated Share Repurchase Plan

Effective April 11, 2025, the Company’s board of trustees amended the Company’s share repurchase plan to reflect the appointment of the Dealer Manager. The Company’s share repurchase plan otherwise remains unchanged.

Emerging Growth Company Status

We are and will remain an “emerging growth company” as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the date of an initial public offering pursuant to an effective registration statement under the Securities Act, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our shares that is held by non-affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. For so long as we remain an “emerging growth company” we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our shares less attractive because we may rely on some or all of these exemptions.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates. Also, because we are not a large accelerated filer or an accelerated filer under Section 12b-2 of the Exchange Act, and will not be for so long as our common shares are not traded on a securities exchange, we will not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act even once we are no longer an emerging growth company.

Q1 2025 Highlights

Operating Results

We declared monthly net distributions totaling $10.0 million for the three months ended March 31, 2025. The details of our total returns are shown in the following table:

 

 

Class
B

 

Class
R

 

Class
J-1

 

Class
J-2

 

Class
J-3

 

Class
J-4

 

Class
J-5

 

Class
S

 

Class
D

 

Class
I

 

Class
E

 

Inception-to-Date Total Return (1)

 

 

6.45

%

 

2.71

%

 

1.04

%

 

0.98

%

 

%

 

%

 

%

 

%

 

6.33

%

 

6.23

%

 

6.33

%

 

 

(1)
Total return is calculated as the change in NAV per share during the respective periods plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. Shares were initially issued for Class E, Class B, Class I, Class R, Class J-1 and Class J-2 on July 1, 2024, August 1, 2024, September 1, 2024, December 1, 2024, and February 3, 2025 respectively. Therefore, total return is not annualized. The Company believes total return is a useful measure of the overall investment performance of our shares.

 

27


 

Investment Activity

For the three months ended March 31, 2025, we originated the below senior secured CRE loans ($ in thousands):

 

Location

 

Property
Type

 

Loan
Amount
(1)

 

 

Outstanding Principal

 

 

Fair Value

 

 

Interest
Rate
(2)

 

 

Maturity
Date

New York

 

Mixed-use

 

$

98,000

 

 

$

90,257

 

 

$

90,257

 

 

 

7.98

%

 

1/10/2026

New York

 

Multifamily

 

 

12,400

 

 

 

10,763

 

 

 

10,763

 

 

 

7.98

%

 

1/16/2027

New York

 

Mixed-use

 

 

3,575

 

 

 

3,575

 

 

 

3,575

 

 

 

8.28

%

 

1/16/2027

New York

 

Mixed-use

 

 

13,100

 

 

 

10,650

 

 

 

10,650

 

 

 

8.13

%

 

1/17/2027

Massachusetts

 

Industrial

 

 

65,500

 

 

 

50,498

 

 

 

50,498

 

 

 

6.66

%

 

1/30/2028

Colorado

 

Hospitality

 

 

48,000

 

 

 

47,000

 

 

 

47,000

 

 

 

8.39

%

 

1/31/2028

New York

 

Mixed-use

 

 

5,150

 

 

 

5,150

 

 

 

5,150

 

 

 

8.18

%

 

2/10/2027

New York

 

Mixed-use

 

 

11,500

 

 

 

11,500

 

 

 

11,500

 

 

 

8.08

%

 

2/13/2027

New York

 

Mixed-use

 

 

6,750

 

 

 

5,500

 

 

 

5,500

 

 

 

8.13

%

 

2/14/2027

New York

 

Multifamily

 

 

11,250

 

 

 

10,850

 

 

 

10,850

 

 

 

8.25

%

 

2/21/2027

Florida

 

Industrial

 

 

8,805

 

 

 

7,980

 

 

 

7,980

 

 

 

8.13

%

 

2/6/2027

California

 

Industrial

 

 

48,314

 

 

 

46,000

 

 

 

46,000

 

 

 

8.26

%

 

9/1/2027

Arizona

 

Multifamily

 

 

71,614

 

 

 

59,912

 

 

 

59,912

 

 

 

7.71

%

 

3/1/2027

New York(3)

 

Hospitality

 

 

110,000

 

 

 

110,000

 

 

 

110,000

 

 

 

8.57

%

 

3/20/2026

New York

 

Mixed-use

 

 

5,500

 

 

 

5,500

 

 

 

5,500

 

 

 

8.48

%

 

3/26/2026

New York

 

Multifamily

 

 

4,600

 

 

 

2,566

 

 

 

2,566

 

 

 

8.33

%

 

3/28/2027

Washington

 

Multifamily

 

 

21,750

 

 

 

21,750

 

 

 

21,750

 

 

 

7.72

%

 

4/1/2027

Total

 

 

 

$

545,808

 

 

$

499,451

 

 

$

499,451

 

 

 

 

 

 

________________________

(1)
Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2)
Represents weighted average interest rate of the most recent interest period in effect for each loan as of period end. As of March 31, 2025, loans earn interest at the one-month term Secured Overnight Financing Rate (“SOFR”) of 4.33% plus a spread and are subject to a rate floor ranging from 2.33% to 5.14%.
(3)
Refinancing of loan previously held by an affiliate.

On August 2, 2024, we entered into a subscription agreement for an equity investment in a conventional mortgage servicing rights portfolio (“MSR”). We have agreed to an aggregate capital commitment of $150.0 million and have funded $80.5 million as of March 31, 2025. The interest in the MSR portfolio is associated with $1.2 billion of unpaid principal balance on residential mortgage loans. The subscription agreement was executed in connection with a joint venture agreement with a third party. Pursuant to the joint venture operating agreement, most major decisions related to the joint venture, including acquisitions thereof, and its assets require the consent of the Company. The Company retains the unilateral right to cause the joint venture to take certain actions, including as to matters related to litigation, servicing and disposition of assets.

On December 20, 2024, we entered into a forward flow relationship with a non-bank lender to purchase newly originated bridge loans secured by mortgages on residential properties. As of March 31, 2025, our portfolio consisted of $3.0 million in residential bridge loans.

 

28


 

As of March 31, 2025, we have acquired the below tax lien investments ($ in thousands):

 

Location

 

Lien Count

 

 

Acquisition
Date

 

Par Value

 

 

Fair Value

 

New Jersey

 

 

551

 

 

8/30/2024

 

$

12,417

 

 

$

12,417

 

Mississippi

 

 

555

 

 

9/4/2024

 

 

2,763

 

 

 

2,971

 

Colorado

 

 

746

 

 

10/23/2024

 

 

5,604

 

 

 

6,055

 

California

 

 

27,137

 

 

12/4/2024

 

 

27,569

 

 

 

28,716

 

Illinois

 

 

265

 

 

12/10/2024

 

 

2,555

 

 

 

2,555

 

New York

 

 

351

 

 

2/18/2025

 

 

3,430

 

 

 

3,430

 

Total

 

 

29,605

 

 

 

 

$

54,338

 

 

$

56,144

 

Capital Activity and Financings

During the three months ended March 31, 2025, we repaid $31.2 million outstanding principal balance on the borrowings governed by that certain Loan and Security Agreement, dated as of November 8, 2024, by and among FCR TL Holdings LLC, an indirect, wholly-owned subsidiary of the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and lenders from time to time party thereto (the “Revolving Credit Facility”) and drew an additional $9.8 million. We drew an additional $140.9 million on our Repurchase Facilities during the three months ended March 31, 2025.

Overall Portfolio

As of March 31, 2025, our portfolio was comprised of the following ($ in thousands):

 

Asset Type

 

Fair Value

 

 

Fair Value as
% of Overall
Portfolio

 

Commercial real estate loans

 

$

871,906

 

 

 

86

%

Tax liens

 

 

56,144

 

 

 

6

%

Mortgage servicing rights

 

 

79,376

 

 

 

8

%

Residential bridge loans

 

 

3,029

 

 

*

 

Total

 

$

1,010,455

 

 

 

100

%

________________________

* Less than 1%

 

 

29


 

Results of Operations

The following table sets forth the results of our operations for the three months ended March 31, 2025 ($ in thousands):

 

 

For the three months ended March 31, 2025

 

Revenues

 

 

 

Interest income

 

$

19,492

 

Total revenues

 

 

19,492

 

 

 

 

 

Expenses

 

 

 

Organizational costs

 

 

115

 

General and administrative

 

 

2,236

 

Total expenses

 

 

2,351

 

 

 

 

 

Other income (expense)

 

 

 

Interest expense

 

 

(6,529

)

Net unrealized loss on investments

 

 

(713

)

Net realized loss on investments

 

 

(524

)

Other income

 

 

1,801

 

Total other income (expense)

 

 

(5,965

)

 

 

 

 

Net income

 

 

11,176

 

Net income attributable to non-controlling interests

 

 

820

 

Net income attributable to common stockholders

 

$

10,356

 

 

Interest income

Interest Income

For the three months ended March 31, 2025 interest income was $19.5 million, primarily as a result of interest and origination fees earned on real estate related debt.

Expenses

Organizational costs

For the three months ended March 31, 2025, organizational costs were $0.1 million. These costs were incurred primarily in conjunction with the Company’s formation.

General and administrative

For the three months ended March 31, 2025, general and administrative costs were $2.2 million, primarily as a result of professional services and operating expenses.

 

 

30


 

Other income (expense)

Interest expense

For the three months ended March 31, 2025, interest expense was $6.5 million, primarily as a result of borrowings on the Repurchase Facilities and the Revolving Credit Facility.

Net unrealized loss on investments

For the three months ended March 31, 2025, net unrealized loss on investments was $0.7 million, primarily as a result of changes in fair value of the mortgage servicing rights portfolio.

Net realized loss on investments

For the three months ended March 31, 2025, net realized loss on investments was $0.5 million, primarily as a result of the disposition of tax lien investments.

Other income

For the three months ended March 31, 2025, other income was $1.8 million, primarily as a result of investment income from equity investments and money market interest.

Net Asset Value

EA RESIG, LLC, a subsidiary of Eisner Advisory Group LLC, calculates our NAV per share, which our Adviser subsequently reviews and confirms the calculations in connection therewith, in each case, in accordance with the valuation guidelines that have been approved by our board of trustees. Our total NAV presented in the following tables includes the NAV of our outstanding classes of common shares, which includes Class B, Class R, Class J-1 shares, Class J-2 shares, Class J-3 shares, Class J-4 shares, Class J-5 shares, Class S, Class D, Class I and Class E common shares. The following table provides a breakdown of the major components of our NAV as of March 31, 2025 ($ in thousands):

 

Components of NAV

 

Amount

 

Commercial real estate loan investments

 

$

871,906

 

Investments in real estate-related assets

 

 

138,549

 

Cash and cash equivalents

 

 

90,724

 

Restricted cash

 

 

238,234

 

Other assets

 

 

7,106

 

Secured debt arrangements

 

 

(372,191

)

Revolving credit facilities

 

 

(40,025

)

Subscriptions received in advance

 

 

(220,645

)

Due to affiliate

 

 

(1,930

)

Distribution payable

 

 

(4,346

)

Other liabilities

 

 

(23,448

)

Non-controlling interests

 

 

(14,770

)

Net Asset Value

 

$

669,164

 

Number of outstanding shares (1)

 

 

33,304

 

________________________

(1) Includes 1,274,059 shares of common stock held by affiliates of the Adviser that are classified as redeemable common stock.

 

31


 

The following table provides a breakdown of our total NAV and NAV per share by class as of March 31, 2025 ($ in thousands, except per share data):

 

 

NAV

 

 

Number of
Outstanding
Shares

 

 

NAV Per Share

 

Class B

 

$

355,822

 

 

 

17,660

 

 

$

20.1489

 

Class R

 

 

71,460

 

 

 

3,570

 

 

$

20.0140

 

Class J-1

 

 

167,488

 

 

 

8,365

 

 

$

20.0219

 

Class J-2

 

 

45,020

 

 

 

2,251

 

 

$

20.0021

 

Class J-3

 

 

 

 

 

 

 

 

 

Class J-4

 

 

 

 

 

 

 

 

 

Class J-5

 

 

 

 

 

 

 

 

 

Class S

 

 

 

 

 

 

 

 

 

Class D

 

 

 

 

 

 

 

 

 

Class I

 

 

3,731

 

 

 

184

 

 

$

20.2699

 

Class E(1)

 

 

25,643

 

 

 

1,274

 

 

$

20.1273

 

Total

 

$

669,164

 

 

 

33,304

 

 

 

 

________________________

(1) Class E shares are classified as redeemable common stock. The ability of the Class E holders to redeem the Class E shares for cash is outside of the Company’s control, therefore, the Company has classified these Class E shares that are held by an affiliate of the Company as redeemable common stock.

 

The following table reconciles equity per our Condensed Consolidated Balance Sheets to our NAV ($ in thousands):

 

 

March 31, 2025

 

 

December 31, 2024

 

Stockholder’s equity

 

$

612,371

 

 

$

200,656

 

Redeemable common stock

 

 

25,643

 

 

 

22,739

 

Total partners’ capital

 

 

638,014

 

 

 

223,395

 

Adjustments:

 

 

 

 

 

 

Accrued organization and offering costs

 

 

5,322

 

 

 

4,947

 

Deferred fees

 

 

1,064

 

 

 

1,129

 

Accrued shareholder servicing fee

 

 

24,764

 

 

 

1,713

 

NAV

 

$

669,164

 

 

$

231,184

 

 

The following details the adjustments to reconcile accounting principles generally accepted in GAAP equity and total partners’ capital of the Operating Partnership to our NAV:

Accrued organization and offering costs: The Adviser agreed to advance certain organization and offering costs on our behalf through December 31, 2024. The Adviser will be reimbursed for such costs on a pro-rata basis over a 60-month period beginning August 1, 2025, the first anniversary of the date of the initial offering. Under GAAP, organization costs have been accrued as a liability. For purposes of calculating NAV, such costs will be recognized as paid over the 60-month reimbursement period.
Deferred fees: The Adviser agreed to advance certain general and administrative costs on our behalf through December 31, 2024. The Adviser will be reimbursed for such costs on a pro-rata basis over a 60-month period beginning January 1, 2025. Under GAAP, the deferred general and administrative costs have been accrued as a liability. For purposes of calculating NAV, such costs will be recognized as paid over the 60-month reimbursement period.
Accrued shareholder servicing fee: Under GAAP, we accrue the ongoing shareholder servicing fee as an offering cost at the time we sell Class J-1, Class J-2 and Class I shares. For purposes of calculating NAV, we recognize the ongoing servicing fee as a reduction of NAV on a monthly basis.

 

32


 

 

Distributions

Beginning on August 31, 2024, we declared monthly distributions for each class of our common shares, which are generally paid four days after month-end. The net distribution may vary for each class based on the applicable shareholder servicing fee, which is deducted from the monthly distribution per share and paid directly to Independent Brokerage Solutions LLC (the prior dealer manager) or, after April 11, 2025, the Dealer Manager, for further remittance to the applicable distributor.

The following table details the total net distribution for each of our share classes for the three months ended March 31, 2025:

 

Record Date

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class J-3

 

 

Class J-4

 

 

Class J-5

 

 

Class S

 

 

Class D

 

 

Class I

 

 

Class E

 

January 31, 2025

 

$

0.1338

 

 

$

0.1197

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

0.1128

 

 

$

0.1338

 

February 28, 2025

 

 

0.1349

 

 

 

0.1206

 

 

 

0.1265

 

 

 

0.1307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.1130

 

 

 

0.1349

 

March 31, 2025

 

 

0.1345

 

 

 

0.1203

 

 

 

0.1262

 

 

 

0.1303

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.1143

 

 

 

0.1345

 

Total

 

$

0.4032

 

 

$

0.3606

 

 

$

0.2527

 

 

$

0.2610

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

0.3401

 

 

$

0.4032

 

 

 

For the three months ended March 31, 2025, we declared net distributions in the amount of $10.0 million. The Company intends for long-term cumulative distributions to be funded primarily from operating cash flows.

The following table details our distributions declared for the three months ended March 31, 2025 ($ in thousands):

 

 

March 31, 2025

 

 

Amount

 

 

Percentage

 

Distributions

 

 

 

 

 

 

Payable in cash

 

$

6,576

 

 

 

65

%

Reinvested in shares

 

 

3,464

 

 

 

35

%

Total distributions

 

$

10,040

 

 

 

100

%

Sources of Distributions

 

 

 

 

 

 

Cash flows from operating activities

 

$

10,040

 

 

 

100

%

Offering proceeds

 

 

 

 

 

%

Total sources of distributions

 

$

10,040

 

 

 

100

%

Cash flows from operating activities

 

$

10,436

 

 

 

 

 

Liquidity and Capital Resources

Liquidity

We believe we have sufficient liquidity to operate our business, with immediate liquidity comprised of cash and cash equivalents of $90.7 million and available borrowings under our Repurchase Facilities and Revolving Credit Facility as of March 31, 2025 which may include borrowings secured by our existing portfolio. In addition to our immediate liquidity, we obtain incremental liquidity through the sale of our common shares, from which we generated proceeds of approximately $437.7 million for the three months ended March 31, 2025. In addition, we may incur indebtedness secured by our real estate and real estate debt investments, borrow money through unsecured financings, or incur other forms of indebtedness. We closely monitor our liquidity position and believe that we have sufficient current liquidity and access to additional liquidity to meet our financial obligations for at least the next 12 months.

Our primary use of cash will be for (i) origination or acquisition of CRE debt and investments in real estate-related assets, (ii) the cost of operations (including the management fee and performance participation), (iii) debt service of any borrowings, (iv) periodic repurchases, including under our share repurchase plan, and (v) cash distributions (if any) to the holders of our common shares to the extent declared by our board of trustees.

Our cash needs for acquisitions and other capital investments will be funded primarily from the sale of common shares and through the incurrence or assumption of debt. We plan on fulfilling our outstanding commitment obligations for

 

33


 

commercial real estate loan investments and investments in real-estate related assets from the sale of common shares. Other potential future sources of capital include secured or unsecured financings from banks or other lenders and proceeds from the sale of assets. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures. We continue to believe that our current liquidity position is sufficient to meet the need of our expected investment activity.

Capital Resources

For the three months ended March 31, 2025, we issued and sold 21,767,490 common shares, consisting of 8,251,004 Class B shares, 2,602,009 Class R shares, 8,365,205 Class J-1 shares, 2,250,738 Class J-2 shares, 166,500 Class I shares and 132,033 Class E shares to accredited investors in our private offering, amounting to proceeds of $437.7 million as payment for such shares, including shares issued pursuant to our distribution reinvestment plan. For the three months ended March 31, 2025, we did not receive any repurchase requests for our common shares.

As of March 31, 2025, we had received aggregate proceeds of $668.6 million from the issuance and sale of common shares in our private offering. As of March 31, 2025, after giving effect to shares issued pursuant to our distribution reinvestment plan, share transfers, conversions, and redemptions we had an aggregate of 33,304,216 common shares outstanding, consisting of 17,659,672 Class B shares, 3,570,497 Class R shares, 8,365,205 Class J-1 shares, 2,250,738 Class J-2 shares, 184,045 Class I shares and 1,274,059 Class E shares.

Cash Flows

Cash flows provided by operating activities were $10.4 million for the three months ended March 31, 2025. The cash flows provided by operating activities were primarily due to interest received of $16.7 million, partially offset by $5.9 million interest paid.

Cash flows used in investing activities were $547.0 million for the three months ended March 31, 2025. The cash flows used in investing activities were primarily due to $501.5 million and $75.7 million used to fund CRE loan investments and investments in real estate-related assets, respectively, partially offset by $17.6 million of tax lien repayments.

Cash flows provided by financing activities were $668.6 million for the three months ended March 31, 2025. The cash flows provided by financing activities were primarily due to cash flows of $327.5 million from the issuance of our common shares, $220.6 million from subscriptions received in advance and $150.7 million from borrowings under the Credit Facilities.

Future Cash Requirements

The following table aggregates our contractual obligations and commitments as of March 31, 2025 ($ in thousands):

 

Obligations

 

Total

 

 

Less than 1 year

 

 

1-3 years

 

 

3-5 years

 

 

More than 5 years

 

Repurchase agreements and revolving credit facility

 

$

412,216

 

 

$

 

 

$

412,216

 

 

$

 

 

$

 

MSR commitments

 

 

69,518

 

 

 

 

 

 

 

 

 

 

 

 

69,518

 

CRE loan commitments

 

 

61,317

 

 

 

 

 

 

45,121

 

 

 

16,195

 

 

 

 

Residential bridge loans

 

 

2,950

 

 

 

2,950

 

 

 

 

 

 

 

 

 

 

Advanced organizational and offering costs

 

 

5,322

 

 

 

621

 

 

 

1,951

 

 

 

2,129

 

 

 

621

 

Operating expense reimbursement

 

 

1,064

 

 

 

168

 

 

 

448

 

 

 

448

 

 

 

 

Total

 

$

552,387

 

 

$

3,739

 

 

$

459,736

 

 

$

18,772

 

 

$

70,139

 

 

Critical Accounting Estimates

The preparation of our condensed consolidated financial statements in accordance with GAAP involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or

 

34


 

assumptions, materially different amounts could be reported in our condensed consolidated financial statements. The following is a summary of our significant accounting policies that we believe are the most affected by our judgments, estimates, and assumptions. See Note 2 to our condensed consolidated financial statements. See “Item 1. Financial Statements and Supplementary Data—Notes to Condensed Consolidated Financial Statements—Note 2. Summary of Significant Accounting Policies” for further descriptions of the below accounting policies.

Fair Value Option

The guidance in Accounting Standards Codification (“ASC”) 825, Financial Instruments, provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets. In the cases of loans and investments in real estate-related assets for which the fair value option is elected, loan origination fees and costs related to the origination or acquisition of the instrument should be immediately recognized in earnings. Unrealized gains and losses on assets for which the fair value option has been elected are also reported in earnings without deferral. This is because under the fair value option, a lender reports the instrument at its exit price (i.e., the price that would be received to sell the instrument in an orderly transaction), which reflects the market’s assessment of the instrument’s cash flows and risks and does not include any entity-specific costs or fees.

As discussed in “Item 1. Financial Statements and Supplementary Data—Notes to Condensed Consolidated Financial Statements—Note 2. Summary of Significant Accounting Policies”, the Company has elected the fair value option for certain eligible financial assets including CRE loans and real estate-related investments.

The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets measured at fair value pursuant to this guidance are required to be reported separately on the Company’s Condensed Consolidated Balance Sheets from those instruments using another accounting method.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220-40): Reporting Comprehensive Income - Expense Disaggregation Disclosures” (“Topic 220-40”). Topic 220-40 requires the disaggregation of expenses into required categories in disclosures within the footnotes of the financial statements. The FASB identified the required expense categories as: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil- and gas producing activities or other depletion expenses. The guidance is effective for annual periods beginning after December 15, 2026. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this new guidance on our financial statement disclosures.

 

35


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary components of our market risk are related to interest rates, credit risk, credit market values, liquidity and foreign currency exchange rates. While we do not seek to avoid risk completely, we believe that risk can be quantified from historical experience, and we seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.

Interest Rate Risk

Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. Our net interest income is exposed to interest rate volatility primarily as a result of the floating rate nature of the investments we hold and the financing we place on them. Additionally, we may use company-level facilities featuring floating interest rates for liquidity and working capital purposes. Furthermore, we may make investments in fixed and floating rate debt securities; the value of our positions may increase or decrease depending on interest rate movements. Finally, interest rate changes may impact the demand for loans and the availability of financing needed to expand our investment portfolio.

A rise in the general level of interest rates can be expected to lead to higher debt service payment requirements relative to any variable rate investments we hold and to declines in the value of any fixed rate investments we may hold. Rising interest rates carry default risk to our borrowers, because cash flows from underlying properties may fall below the debt service payments due to us on the investments, triggering borrower liquidity covenants. Therefore, we expect to protect property cash flows by requiring borrowers to purchase interest rate caps, which provides a hedge against rising interest rates, whereby the borrower will receive excess cash if interest rates exceed predetermined strike prices. Furthermore, rising interest rates also cause our overall cost of borrowing to increase, partially or fully, offsetting any increase in elevated debt service payments received on our variable rate investments. In general, we will seek to match the interest rate characteristics of our investments with the interest rate characteristics of any related financing obligations. In instances where the interest rate characteristics of an investment and the related financing obligation are not matched, we may mitigate such disparity through the utilization of interest rate derivatives of the same or more similar characteristics to the related financing obligation. An increase in interest rates may result in an increase in our net investment income and the amount of the performance fee payable to the Adviser.

A decline in interest rates can be expected to lead to lower debt service payments received from any variable rate investments we may hold, decreases in the interest income earned on any floating rate investments we hold, and increases in the value of any fixed rate investments we hold. To mitigate the impact of reduced earnings as a result of declining interest rates, we expect to structure interest rate floors into each loan where the borrower will be required to pay minimum interest payments should interest rates fall below a predetermined rate. Additionally, reduced interest rates also cause our overall cost of borrowings to decrease. Because our borrowings do not typically feature interest rate floors, but our variable rate investments feature minimum interest payments due to us, declining interest rates may result in an increase to the Company’s net interest income and an increase in the amount of the performance fee payable to the Adviser.

As of March 31, 2025, we had $871.9 million of floating rate commercial real estate loans and $414.4 million of floating rate outstanding borrowings.

The net interest income sensitivity analysis table presented below shows the estimated impact over a 12-month period of an instantaneous parallel shift in the yield curve, up and down by 100 basis points on our net interest income, assuming no changes in the composition of our commercial real estate loan investment portfolio and our outstanding borrowings in effect as of March 31, 2025. The analysis presented utilized assumptions, models and estimates of our Adviser based on our Adviser’s judgment and experience. Actual results could differ significantly from those estimated in the interest rate sensitivity table.

 

 

March 31, 2025

 

Change in Interest Rates

 

Projected Increase (Decrease) in Net Interest Income

 

 

Percentage Change in Projected Net Interest Income

 

+1.00%

 

$

3,817

 

 

 

8.30

%

-1.00%

 

$

53

 

 

 

0.10

%

Certain assumptions have been made in calculating the interest rate risk sensitivities and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. The interest rate

 

36


 

scenarios assume interest rates at March 31, 2025. Furthermore, while the analysis reflects the estimated impact of interest rate increases and decreases on a static portfolio, we actively manage the size and composition of our investments, which can result in material changes to our interest rate risk in the portfolio.

Credit Spread Risk

Credit spread risk is the risk that interest rate spreads between two different financial instruments will change. In general, U.S. fixed-rate commercial mortgage loans and CMBS are priced based on a spread to U.S. Treasury securities or interest rate swaps. We will generally benefit if credit spreads narrow during the time that we hold a portfolio of mortgage loans, CMBS and/or collateralized loan obligation (“CLO”) investments, and we may experience losses if credit spreads widen during the time that we hold a portfolio of mortgage loans, CMBS and/or CLO investments. We actively monitor our exposure to changes in credit spreads and we may enter into credit total return swaps or take positions in other credit-related derivative instruments to moderate our exposure to losses associated with a widening of credit spreads.

Credit Risk

We are exposed to credit risk in our investments with respect to a borrower’s ability to make required debt service payments to us and repay the unpaid principal balance in accordance to the terms of the loan agreement. We manage this risk by conducting a credit analysis prior to making an investment and by actively monitoring our portfolio and the underlying credit quality, including subordination and diversification, of our investments on an ongoing basis. In addition, we re-evaluate the credit risk inherent in our investments on a regular basis taking into consideration a number of fundamental macro-economic factors such as gross domestic product, unemployment, interest rates, capital markets activity, retail sales, store closing/openings, corporate earnings, housing inventory, affordability and regional home price trends.

We are exposed to credit risk with respect to the tenants that occupy properties that serve as collateral to our investments. To mitigate this risk, we seek to avoid large single tenant exposure and we undertake a credit evaluation of major tenants prior to making a loan. This analysis includes extensive due diligence of a potential tenant’s creditworthiness and business, as well as an assessment of the strategic importance of the property to the tenant’s core business operations.

In the current macroeconomic environment, certain borrowers may be unable to repay principal upon loan maturity and may be unable to qualify for loan extension. Additionally, if tenants are unable to pay rent to their landlords, property owners may not be able to make payments to their lenders. We maintain regular dialogue with our borrowers and our financing providers to assess this credit risk.

Finally, we may be exposed to counterparty credit risk under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We may seek to mitigate the credit risk associated with derivative instruments by entering into transactions with high-quality counterparties.

Market Value Risks

We may also be exposed to market value risk with respect to the fair value of our investments, including debt securities and borrowings due to changes in market conditions, including credit spreads, interest rates, property cash flows, and commercial property values that serve as collateral. We seek to manage our exposure to market risk by originating or acquiring investments secured by different property types located in diverse, but liquid markets with stable credit ratings. The fair value of our investments may fluctuate, therefore the amount we will realize upon any repayment, sale, or an alternative liquidation event is unknown.

Commercial property values are subject to volatility and may be adversely affected by a number of factors, including: national, regional and local economic conditions; local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar

 

37


 

codes and/or tax and legal considerations. Changes in commercial property values are difficult to predict with accuracy. We model a range of valuation scenarios and the resulting impacts to our investments.

In accordance with ASC 820, Fair Value Measurement, we define fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date. We use a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of the three broad levels described below:

Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management. The Adviser considers observable data to be that market data, which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to management’s perceived risk of that investment.

Valuation of assets and liabilities measured at fair value

We have elected the fair value option for investments in CRE loans and other real estate-related assets as we believe fair value provides a more accurate depiction of these assets’ values.

CRE loans and Residential bridge loans are generally valued using discounted cash flow analyses incorporating discount rates and assumptions regarding the value of collateral (where appropriate). In determining the appropriate discount rate, reference may be made to published credit spreads on assets or securities of similar credit quality and term or recent market transactions in the case of performing loans. The valuation method used requires significant judgment, and therefore generally results in a Level 3 fair value classification.

Tax lien investments are generally valued using a yield analysis that considers expected cash flow collections based on pool level characteristics including but not limited to geography, seasonality, historical collection experience, and comparison of current market and collateral conditions to those present at origination or acquisition. The valuation method used requires significant judgment, and therefore generally results in a Level 3 fair value classification.

Our equity investment in a conventional mortgage servicing rights portfolio is valued using net asset value. The valuation method used requires significant judgment, and therefore generally results in a Level 3 fair value classification.

Valuation of liabilities not measured at fair value

As of March 31, 2025, our Repurchase Facilities and Revolving Credit Facility are carried at cost which approximates fair value. Fair value of our indebtedness is estimated by modeling the cash flows required by our debt agreements and discounting them back to the present value using an estimated market yield. The inputs used in determining the fair value of our indebtedness are considered Level 3.

 

38


 

Liquidity Risk

Market disruptions may lead to a significant decline in transaction activity in all or a significant portion of the asset classes in which we intend to invest and may at the same time lead to a significant contraction in short-term and long-term debt and equity funding sources. A decline in liquidity of real estate and real estate-related investments, as well as a lack of availability of observable transaction data and inputs, may make it more difficult to sell our investments or determine their fair values. As a result, we may be unable to sell investments, or only be able to sell investments at a price that may be materially different from the fair values presented. Also, in such conditions, there is no guarantee that the Company’s borrowing arrangements or other arrangements for obtaining leverage will continue to be available or, if available, will be available on terms and conditions acceptable to us. In addition, a decline in market value of our assets may have particular adverse consequences in instances where we borrowed money based on the fair value of our assets. A decrease in the market value of our assets may result in the lender requiring us to post additional collateral or otherwise sell assets at a time when it may not be in our best interest to do so.

Foreign Currency Risk

Our loans and investments that are denominated in a foreign currency will also be subject to risks related to fluctuations in exchange rates. We generally expect to mitigate this exposure by hedging the net currency exposure of our foreign currency assets to the currency of the borrowings that finance those assets. As a result, we expect to reduce our exposure to changes in portfolio value related to changes in foreign exchange rates. However, our currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amounts of payments received on the related investments, and/or unequal, inaccurate, or unavailable hedges to offset changes in future exchange rates.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of the period covered by this quarterly report on Form 10-Q was made under the supervision and with the participation of our management, including our Co-Chief Executive Officers (“Co-CEOs”), who are our principal executive officers, and our Chief Financial Officer (“CFO”), who is our principal financial officer. Based upon this evaluation, our Co-CEOs and CFO have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Co-CEOs and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) identified in connection with the evaluation described above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

39


 

PART II OTHER INFORMATION

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. We may also be subject to regulatory proceedings. While the outcome of these legal or regulatory proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

ITEM 1A. RISK FACTORS

You should specifically consider the material risks described in “Item 1A. Risk Factors” in our Annual Report in addition to the other information contained in this Form 10-Q . The occurrence of any of the following risks might have a material adverse effect on our business and financial condition. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are most significant to our business, operating results, financial condition, prospects and forward-looking statements. As used herein, the term “you” refers to our current shareholders or potential investors in our common shares, as applicable.

Below we provide in supplemental form the material changes to our risk factors that occurred during the past quarter. Our risk factors discussed in “Item 1A. Risk Factors” in our Annual Report provide additional disclosure for these supplemental risks and are incorporated herein by reference.

We may not be able to complete certain desired investments because such investments may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States, or may be ultimately prohibited.

Given that Fortress and the Company qualify as “foreign persons” for purposes of the Committee on Foreign Investment in the United States or any member agency thereof acting in its capacity as such (“CFIUS”) under the Defense Production Act of 1950 (as amended, including all implementing regulations thereof, the “DPA” (and, together with CFIUS laws, rules, regulations, directives and special measures, and any applicable agreements thereunder, the “CFIUS Regulations”)), certain investments made by the Company may be subject to review under CFIUS Regulations.

As a result of such review, the Company may be restricted or prohibited by CFIUS Regulations from making certain investments in U.S. businesses or disposing of certain investments in U.S. businesses based on national security concerns. If the Company is permitted to make such investments, the CFIUS Regulations may place restrictions, obligations or conditions on these investments. Furthermore, other U.S. regulatory bodies may also impose ownership, governance and/or control restrictions on investments by non-U.S. persons, resulting in limitations on the structure through which investments may be held.

It is expected that investors that are “Foreign Persons” (as defined under CFIUS Regulations) (including Foreign Persons that are affiliates, partners, members, shareholders, officers, directors and employees of Fortress ) will be restricted from (among other things) accessing, or having governance rights that allow influence over the safekeeping or release of, personally identifiable information (PII), protected health information (PHI) or other similar information in respect of the Company’s investments in the possession of Fortress (or otherwise), or from controlling the Company’s investments, in each case, as determined by Fortress in its discretion and in a manner consistent with its obligations under the letter and spirit of the CFIUS Regulations.

The Adviser and our board of trustees will be authorized, without the consent of any person, including any shareholder, to take such action as it reasonably determines to be necessary or advisable to comply with or reduce risk arising under the CFIUS Regulations.

Additionally, other countries have implemented (or are in the process of implementing) similar “foreign ownership” regulations that may require governmental approval prior to an investment by the Company, limit the amount of investment by

 

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the Company in a particular company, asset or sector or restrict investment by the Company to a specific class of securities of a company that have less advantageous terms than the classes available for purchase by nationals. Certain countries may also require Fortress or the Adviser to obtain additional information from its shareholders or investors in connection with a particular investment. If such information is not obtained or provided, the Company may not be able to complete an investment, may be required to dispose of an investment or may be subject to other adverse consequences as a result.

Any or all of the above factors could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects, and there can be no assurance that Fortress will be able to (i) obtain all regulatory approvals or agreements with CFIUS that may be required by or warranted pursuant to CFIUS Regulations or otherwise that it does not yet have or that it may require in the future, (ii) obtain any necessary modifications to existing regulatory approvals or agreements with CFIUS, or (iii) maintain required regulatory approvals or agreements with CFIUS. Regulatory impacts on the Company or a delay in obtaining or failure to obtain any regulatory approvals required by the CFIUS Regulations or otherwise, or amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements could result in an adverse effect on the Company and require attention and resources of Fortress and its executive officers that might otherwise be devoted to the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

Except as previously reported by the Company on its current reports on Form 8-K, the Company did not sell any securities during the period covered by this Form 10-Q that were not registered under the Securities Act.

Share Repurchases

The Company has adopted a share repurchase plan whereby, subject to certain limitations, shareholders may request, on a quarterly basis, that the Company repurchase all or any portion of their shares. For Class S shares, Class D shares, Class I shares and Class E shares held for less than one year, there is a 2% early purchase deduction applied to the repurchase price to shareholders, subject to certain exceptions. Class B shares and Class R shares may only be repurchased to the extent they have been outstanding for at least two years. The Company is not obligated to repurchase any shares and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all, in its discretion at any time, and the amount of shares the Company may repurchase is subject to caps. Further, the Company’s board of trustees may make exceptions to, modify or suspend the Company’s share repurchase plan (including to make exceptions to the repurchase limitations or repurchase fewer shares than such repurchase limitations) if it deems in its reasonable judgment such action to be in the Company’s best interest and the best interest of the Company’s shareholders. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any quarter, shares repurchased at the end of the quarter will be repurchased on a pro-rata basis.

The Company is not obligated to repurchase any shares and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all, in its discretion at any time. Further, the Company’s board of trustees may make exceptions to, modify or suspend the Company’s share repurchase plan (including to make exceptions to the repurchase limitations or purchase fewer shares than such repurchase limitations) if it deems such action to be in the Company’s best interest. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro-rata basis.

The Company had no repurchase requests from the Date of Formation to March 31, 2025.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

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ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2025, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act).

 

GS Repurchase Facilities

On May 6, 2025, (i) a subsidiary of the Company, the GS Seller I, as seller, and Goldman Sachs, as purchaser, entered into a second amendment to the GS Seller I Repurchase Agreement, (ii) a subsidiary of the Company, the GS Seller III, as seller, and Goldman Sachs, as purchaser, entered into a second amendment to the GS Seller III Repurchase Agreement and (iii) a subsidiary of the Company, the GS Seller II, as seller, and Goldman Sachs, as purchaser, entered into an amendment to the GS Seller II Repurchase Agreement. Pursuant to the Amended GS Repurchase Agreements, the financing available in connection with the acquisition and/or origination by the Company of certain loans, as more particularly described in the Amended GS Repurchase Agreements, was increased from an aggregate of $500 million to $750 million.

In connection with the Amended GS Repurchase Agreements, on May 6, 2025, the Company entered into the Amended GS Guaranties. Pursuant to the Amended GS Guaranties, the liquidity covenant was amended to (i) delete the threshold applicable for the first six months following the closing date of the applicable Amended GS Repurchase Agreements and (ii) limit the liquidity the Company is required to maintain to a maximum of $37.5 million.

 

 

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ITEM 6. EXHIBITS

(b) Exhibits

 

10.1

First Amendment to Master Repurchase Agreement, dated December 18, 2024, by and between FCR GS Seller I LLC, as seller, and Goldman Sachs Bank USA, as purchaser

10.2

First Amendment to Master Repurchase Agreement, dated December 18, 2024, by and between FCR GS Seller III LLC, as seller, and Goldman Sachs Bank USA, as purchaser

31.1

Certification of the Co-Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith*

31.2

Certification of the Co-Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith*

31.3

Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith*

32.1

Certification of the Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, filed herewith*

32.2

Certification of the Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, filed herewith*

32.3

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, filed herewith*

101.INS

XBRL Instance Document **

101.SCH

XBRL Taxonomy Schema **

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)**

 

* The certifications furnished in Exhibits 32.1, 32.2 and 32.3 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

** The financial information contained in these XBRL documents is unaudited

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 13, 2025

 

Fortress Credit Realty Income Trust

 

/s Avraham Dreyfuss

Name:

 

Avraham Dreyfuss

Title:

 

Chief Financial Officer

 

 

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