PART II AND III 2 tm1925274d1_partiiandiii.htm PART II AND III

 

FORM 1-A DISCLOSURE FORMAT

PART II

OFFERING CIRCULAR

Groundfloor Finance Inc.

 

Seventeen Series of Limited Recourse Obligations

Totaling $2,691,270

 

Dated: December 16, 2019

 

This Post-Qualification Offering Circular Amendment No. 69 (this “PQA”), made on the Form 1-A disclosure format, amends the offering circular of Groundfloor Finance Inc, dated December 29, 2017, as qualified on January 4, 2018, and as may be amended and supplemented from time to time (the “Offering Circular”), to add additional securities to be offered pursuant to the Offering Circular. This PQA relates to the offer and sale of up to an additional $2,691,270 in aggregate amount of Limited Recourse Obligations (the “LROs”) to be issued by Groundfloor Finance Inc. (the “Company,” “we,” “us,” or “our”). Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.

 

We make LROs available for investment on our web-based investment platform www.groundfloor.com (the “Groundfloor Platform”). Our principal offices and mailing address are located at 600 Peachtree Street, Suite 810, Atlanta, GA 30308. The phone number for these offices is (404) 850-9225.

 

We will issue the LROs in distinct series, each corresponding to a real estate development project (each, a “Project”) financed by a commercial loan from us (each, a “Loan”). The borrower for each Project is a legal entity (the “Borrower”) that owns the underlying property and has been organized by one or more individuals (each, a “Principal”) that own and operate the Borrower. This PQA relates to the offer and sale of each separate series of LROs corresponding to the Projects for which we extend Loans, as described below (the “Offering”).

 

The LROs will be unsecured special, limited obligations of the Company. The LROs are not listed on any national securities exchange or on the over-the-counter inter-dealer quotation system. There is no market for the LROs. Our obligation to make payments on a LRO is limited to an amount equal to each holder’s pro rata share of amount of payments, if any, actually received on the corresponding Loan, net of certain fees and expenses retained by us. See the sections titled “General Terms of the LROs,” “The LROs Covered by this Offering Circular,” and “Project Summaries” of the Offering Circular, as amended hereby, for the specific terms of the LROs covered by this PQA.

 

We do not guarantee payment of the LROs in the amount or on the time frame expected. The LROs are not obligations of the Borrowers or their Principals, and we do not guarantee payment on the corresponding Loans. We have the authority to modify the terms of the corresponding Loans which could, in certain circumstances, reduce (or eliminate) the expected return on your investment. See the “General Terms of the LROs—Administration, Service, Collection, and Enforcement of Loan Documents” section on page 106 of the Offering Circular.

 

The LROs are speculative securities. Investment in the LROs involves significant risk, and you may be required to hold your investment for an indefinite period of time. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 12 of the Offering Circular.

 

Generally, no sale may be made to you in this offering to the extent that the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

We will commence the offering of each series of LROs promptly after the date this PQA is qualified by posting on the Groundfloor Platform a separate landing page corresponding to each particular Loan and Project (each, a “Project Summary”). The offering of each series of LROs covered by this PQA will remain open until the earlier of (1) 30 days, unless extended, or (2) the date the offering of a particular series of LROs is fully subscribed with irrevocable funding commitments (the “Offering Period”); however, we may extend the Offering Period for a particular series of LROs in our sole discretion (with notice to potential investors) up to a maximum of 45 days. We will notify investors who have previously committed funds to purchase such series of LROs of any such extension by email and will post a notice of the extension on the corresponding Project Summary on the Groundfloor Platform.

 

This Offering is being conducted on a “best-efforts” basis, which means that our officers will use their commercially reasonable best efforts in an attempt to sell the LROs. Such officers will not receive any commission or any other remuneration for these sales. In offering the LROs on our behalf, the officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

   

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

 

   Offering price
to the public		   Underwriting
discounts and
commissions		   Proceeds to
issuer(1)(2)		   Proceeds to other
persons		 
Per Unit  $10.00    N/A   $10.00    N/A 
Total Minimum  $0.00    N/A   $0.00    N/A 
Total Maximum  $2,691,270    N/A   $2,691,270    N/A 

 

(1) We estimate all expenses for this Offering to be approximately $1,000, which will not be financed with the proceeds of the Offering.

(2) Assumes no promotions or discounts applied to any offerings covered by this PQA.

 

 

 

Incorporation by Reference of Offering Circular

 

The Offering Circular, including this PQA, is part of an offering statement (File No. 024-10753) that we filed with the Securities and Exchange Commission. We hereby incorporate by reference into this PQA all of the information contained in the following:

 

1.Part II of the Offering Circular, including the form of LRO Agreement beginning on page LRO-1 thereof to the extent not otherwise modified or replaced by offering circular supplement and/or post-qualification amendment.
2.Post-Qualification Amendment No. 43 to the Offering Circular, disclosing year end audited statements and revised MD&A.
3.Post-Qualification Amendment No. 68 to the Offering Circular, disclosing additional securities for sale.
4.Supplement No. 22 to the Offering Circular, disclosing loan performance.

 

Note that any statement that we make in this PQA (or have made in the Offering Circular) will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement or post-qualification amendment.

 

The LROs Covered by the Offering Circular and Use of Proceeds

 

The following disclosure is added on pages 109 and 110 of the Offering Circular under the table included under “The LROs Covered by this Offering Circular” and “Use of Proceeds,” respectively:

 

The table below lists the additional Projects covered by this PQA. Each series of LROs is denominated by the corresponding Project’s name.

 

Series of LROs/Project  Aggregate
Purchase
Amount/Loan
Principal		 
2502 LAWLER LANE, DELTONA, FL 32738  $92,110 
363 LADY GUINEVERE WAY, JONESBORO, GA 30236   93,200 
1041 4 MILE ROAD NE, GRAND RAPIDS, MI 49525   99,430 
14 PENN AVENUE #2, COLLINGSWOOD, NJ 08108   100,240 
10829 ESTACADO DRIVE, DALLAS, TX 75228   103,130 
1712 WEST LOMBARD STREET, BALTIMORE, MD 21223   114,860 
1118 WEST 2ND STREET, FREEPORT, TX 77541   146,940 
647 RUFF DRIVE, MONROE, MI 48162   153,530 
1878 WILLIAMS AVENUE, EAST POINT, GA 30344   155,140 
26010 THREE NOTCH RD., MECHANICSVILLE, MD 20659   160,300 
1533 WILLOWBROOK DRIVE SW, ATLANTA, GA 30311   162,620 
1451 EDISON STREET, DETROIT, MI 48206   181,070 
14 PENN AVENUE #1, COLLINGSWOOD, NJ 08108   190,170 
553 ROCKWELL STREET SW, ATLANTA, GA 30310   194,800 
87 JOSEPH E. LOWERY BLVD. NW, ATLANTA, GA 30314   204,140 
1571 BELMONT AVE SOUTHWEST, ATLANTA, GA 30310   215,290 
3457 IROQUOIS AVENUE, DETROIT, MI 48214   324,300 
Total  $2,691,270 

 

Project Summaries

 

Each Project Summary attached below is included in the Offering Circular following page PS-719.

 

 

 

 

PROJECT SUMMARIES FOR PQA NO. 69

 

 

 

Rate Loan ToARV Loan Amount Investors 92 110 L ProsQerTech Inc Project Cost 2502 LAWLER LANE,DELTONA, FL 32738 Address: ...ltoights St t? St e Ylinds.or Height$ St ·il"e Het Belli St 2502 Lawler Lane "' TotalDebt ® Revenue ® HISTORICAL AVERAGES GROUNDFLOOR HISTORY * David Pippin Completed Projects Average Project CONTAINEDTHEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA PROSPERTECH INC FINANCIAL DATAPROJECTS/REVENUE DATE OF FORMATION * 12/03/2018 IPRINCPI AL FOCUS Fix & FlipLoans Funded ®Loans Repaid ®PerYear ®Revenue ® '1 o JII oII 1II $190K On Time Average ProjectAverage Total Repayment ®Time ®Project Costs ® IN/A 'l2months ,II$12K Reportingperiod:three years ending 2018 Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS • The Borrower was advanced the money it needed to purchase this property on November 18, 2019 by Groundfloor Finance Inc.("Groundfloor;·"we;·"us;·or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. • The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. • The renovation will require permitting, and permits may not be obtained on time or may be denied. • The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. • Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSING CONDITIONS • Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES • GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. • GROUNDFLOOR does not take a 'spread' on any part of the interest payments. • Developers may capitalize the cost of closing in to the principal amount of their request. These closing costs typically range from $500 to $1500. • Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the OfferingCircular. SEC FlUNG INFORMATION • The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29, 2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS ·v•.o , View larger map enOsteeni?f1'.#l 'Q$ <:' 'The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. ..Click here to view the LRO Agreement INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $150,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value (ARV) (1} $150,000 TotalCosts ®$117,110 0% SkinintheFirst Lien LoanCushoi n ® Game ® Purchase Price$100,000 Loan ToARV61.4% Purchase Date11/18/2019 Loan To Total77.9% ® (1} ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report 4 Skininthe·Game ®10 Location 8 Borrower Experience5 Borrower Commitment ®1 $92,110 GRADE FACTORS FINANCIAL OVERVIEW PurposeLoan Position TotalLoan AmountRepayment Terms BORROWERFirstLein ,ll$ , 's'a1l'oonpayment prnicpial andinterest, . .returned on repayment I due at maturity. David Pippin principal Click here to view the LRO Agreement INVEST NOW Purchase & Renovation

PS-719

 

 

 

BORROWER 93 200 L Project Cost View larger map ;;; I TotalDebt ® Revenue ® HISTORICAL AVERAGES GROUNDFLOOR HISTORY * Ricardo Sanon Completed Projects Average Project CONTAINED THEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA PAPILOTON DEVELOPER, llC.FINANCIAL DATA PROJECTS/REVENUE DATE OF FORMATION * 11/03/2018 Gross Margin% ® IPRINCPI AL FOCUS Fix & FlipLoans Funded ®Loans Repaid ®PerYear ®Revenue ® '1 o JII oII 1II $120.3K On Time Average ProjectAverage Total Repayment ®Time ®Project Costs ® IN/A 'l 6months ,II$82.9K Reportingperiod:three years ending 2018 23.7% $251K Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on November 7,2019 by Groundfloor Finance Inc.("Groundfloor," "we;'"us," or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSNI G CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29,2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS s Address: 363 LADY GUINEVERE WAY,JONESBORO,GA 30236 N!!tlontlColony Dr 363 LadyThe Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Guinevere Way vdi"') LnBorrower intends to sell the property to repay the Groundfloor loan. 'Family Dollar Click here to view the LRO Agreement INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $160,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value (ARV) (1} $160,000 TotalCosts ®$104,200 0% SkinintheFirst Lien Loan Cushoi n ® Game ® Purchase Price$70,000 Loan ToARV 58.3% Purchase Date 11/07/2019 Loan To Total89.0% ® (1} ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report 4 Skininthe·Game ®10 Location8 Borrower Experience5 Borrower Commitment ®1 GRADE FACTORS FINANCIAL OVERVIEW RateLoan ToARV Loan Amount Investors Purpose Loan Position TotalLoan AmountRepayment Terms FirstLein ,ll$ , 's'a1l'oonpayment prnicpial andinterest, . .returned on repayment I due at maturity. PAPILOTON DEVELOPER,LLC. Ricardo Sanon principal Click here to view the LRO Agreement INVEST NOW Purchase & Renovation

PS-720

 

 

 

9 30 Project Cost Address: 10414MILE ROAD NORTHEAST,GRAND RAPIDS,Ml49525 m 1 dge St N.E Road Northeast Rd NE orth Park Baptist n z Click here to view the LRO Agreement Map data 02019 Terms of Use Report a map error TotalDebt ® Revenue (2) HISTORICAL AVERAGES GROUNDFLOOR HISTORY * Loretta Timlick Completed Projects Average Project On Time Average Project Average Total CONTAINED THEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THECOMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER WHILE WE BELIEVE THE DATA MY HOME SOLUTIONS FAST, LLCFINANCIAL DATA PROJECTS/REVENUE DATE OF FORMATION * 07/14/0011 Gross Margin% (2) IPRINCPI AL FOCUS Fix & FlipLoans Funded (2)Loans Repaid (2)PerYear (2)Revenue (2) '1° ,11° II1 II$142.5K Repayment ® Time (2)Project Costs (2) IN/A 'l 12months'll$86.8K Reportingperiod:three years ending 2018 37.3% $142.5K Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on October 28,2019 by Groundfloor Finance Inc.("Groundfloor," "we," "us;·or "our") or a whollyowned subsidiary of Groundfloor.The Borrower is now in possession of the property. If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSING CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29,2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS % ( View larger mapSt tven St NE 10414 Mile The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. w Church's pavilion V Go glej INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $185,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value $185,000 TotalCosts ® $117,430 0% SkinintheFirst Lien LoanCushoi n (2) Game (2) Purchase Price$82,200 Loan To ARV53.7% Purchase Date10/28/2019 Loan To Total84.3% (2) (2} (2) VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score (2)10 Quality of Valuation Report4 Skininthe·Game (2)10 Location 8 Borrower Experience5 Borrower Commitment (2)1 GRADE FACTORS FINANCIAL OVERVIEW Rate Loan ToARV Loan Amount Investors Purpose Loan PositionTotalLoan Amount Repayment Terms 'FirstLein ,ll$9 ,4 BORROWER . . MY. Home Solutions Fast,LLC Loretta Timlickprincipal Click here to view the LRO Agreement INVEST NOW r.::::cM::.'o'cn..::ct..h:.'l'.y.::.:.p.:...:a:.:y.mentni terest returned, monthly,principaldue at maturity. Purchase & Renovation

PS-721

 

 

 

 

First Lein ,ll , ;.:..B:::::a.:::I.!ICo.:c.o.:.:::.n.:.p..:..:a::.:.y:::.m:.:.ent prni cpi a1 andinterest' returned on repayment I due at maturity. . . Click here to view the LRO Agreement Project Cost ' ..q.,(l Address: 14 PENN AVENUE #2,COLLINGSWOOD,NJ 08108 Financial Center 1 ' The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. woodS N..,,l oqo (?' •reg t.,IM .Click here to view the LRO Agreement ' Value of Properties ®TotalDebt ® Revenue ® HISTORICAL AVERAGES GROUNDFLOOR HISTORY * Howard W.Evans Completed Projects Average Project CONTAINEDTHEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THECOMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER WHILE WE BELIEVE THE DATA JKS HOMES LLCFINANCIAL DATA PROJECTS/REVENUE DATE OF FORMATION * 01/10/2018 Gross Margin% ® IPRINCPI AL FOCUS Buy& Hold Loans Funded ®Loans Repaid ®PerYear ®Revenue ® .I3'113II 2 II$185.7K On Time Average Project Average Total Repayment ®Time ®Project Costs ® 1100%.l6months 'II$129K Reportingperiod:three years ending 2018 30.5% $115K $557K Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to begin renovation of this property on November 12, 2019 by Groundfloor Finance Inc.("Groundfloor," "we;' "us," or "our") or a whollyowned subsidiary of Groundfloor.The Borrower has now begun renovation of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o There will be two loans on this project, each representing subsequent draws. The first loan is $190,170 and the second loan is $100,240.The Financial Overview box represents the aggregate amount of all loans to be secured by this property,giving a complete financial picture of the project. o This loan represents the second draw for the project. o Each draw on this project is structured as an individual loan. We will fund each draw from our own capitalor credit facilities as and when requested by the Borrower,provided conditions for each draw are met as described in our OfferingCircular. Once a draw has been approved and funded,we will then sell the corresponding series of LROs on our platform,each of which will be due 9 months from the time such series of LRO is deemed issued, as described in our Offering Circular. Subsequent draws are expected to be requested every two months from the date we advanced the first draw, but may be requested sooner,or later, depending on the progress of construction. o The event of default on one Groundfloor note secured by this property will trigger default on all Groundfloor notes secured by this property.All LRO holders investing in LROs corresponding to notes secured by this property share the same priority in any recovery and recovered proceeds willbe distributed on a prorata basis. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSING CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29,2017 (each,as amended and supplemented from time to time). including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS •••rot View larger map ; ' Banl<6t America .( <f ·S2 Krispy Kreme cp J11•G'llt le.W E S T M 0 Map data 02019 Google Terms of Use Report amap error INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $450,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value$450,000 TotalCosts ®$325,410 0% SkinintheFirst Lien Loan Cushoi n ® Game ® Purchase Price$215,000Loan ToARV 64.5% Purchase DateTBD Loan To Total92.1% ® (1} ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report 4 Skininthe·Game ®10 Location 8 Borrower Experience5 Borrower Commitment ®1 GRADE FACTORS FINANCIAL OVERVIEW Rate Loan ToARV Loan AmountInvestors Purpose Loan Position TotalLoan AmountRepayment Terms 1100 240 BORROWER JKS Homes LLC Howard W. Evans principal INVEST NOW Purchase & Renovation

PS-722

 

 

 

Loan ToARV Investors Rate Loan Amount 103 130 L Click here to view the LRO Agreement Project Cost View larger map gog e Map data 02019 Google ; Terms of Use Report a"m'ap error 0 Click here to view the LRO Agreement Value of Properties ® TotalDebt ® JadellFord Completed Projects Average Project CONTAINEDTHEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THECOMPANY PLAYEO NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA HOUSES 214, LLCFINANCIAL DATAPROJECTS/REVENUE DATE OF FORMATION * 05/23/2018 IPRINCPI AL GROUNDFLOOR HISTORY *HISTORICAL AVERAGES FOCUS Buy& Hold Loans Funded ®Loans Repaid ®PerYear ®Revenue ® Ll0 ,11°IIoII$O On Time Average ProjectAverage Total Repayment ®Time ®Project Costs ® IN/A LlN/A'II $0 Reportingperiod:three years ending 2018 $336.7K Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS • The Borrower was advanced the money it needed to purchase this property on November 8,2019 by Groundfloor Finance Inc.("Groundfloor," "we," "us," or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. • The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. • The renovation will require permitting, and permits may not be obtained on time or may be denied. • The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. • The Principal has not yet completed or sold any projects. As such,the Principal's average revenue,costs,and margins cannot be calculated. • Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSING CONDITIONS • Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES • GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. • GROUNDFLOOR does not take a 'spread' on any part of the interest payments. • Developers may capitalize the cost of closinginto the principalamount of their request. These closing costs typically range from $500 to $1500. • Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the OfferingCircular. SEC FlUNG INFORMATION • The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29,2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS Address: 10829 ESTACADO DRIVE,DALLAS,TX 75228 The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Borrower intends to refinance the property to repay the Groundfloor loan. G Cen•1erv lle Rd INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $170,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value (ARV) (1} $170,000 TotalCosts ®$115,130 0% Skininthe First Lien LoanCushoi n ® Game ® Purchase Price $73,000 Loan ToARV 60.7% Purchase Date 11/08/2019 Loan To Total89.1% ® (1} ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report 4 Skininthe·Game ®10 Location8 Borrower Experience5 Borrower Commitment ®1 GRADE FACTORS FINANCIAL OVERVIEW PurposeLoan Position TotalLoan AmountRepayment Terms FirstLein ,ll $ , 's'a1l'oonpayment prnicpial andinterest, . .returned on repayment I due at maturity. BORROWER Houses 214,LLC Jadell Ford principal INVEST NOW Purchase & Renovation

PS-723

 

 

 

Rate Loan ToARV Loan Amount Investors 114860 Project Cost View larger map WBa w Baltimore St 5 Lombard Street ::> Borrower intends to refinance the property to repay the Groundfloor loan. "' WPralt St Govgle• 5' TotalDebt ® Revenue ® GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Michelle Anoh Completed Projects Average Project On Time Average Project Average Total CONTAINEDTHEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA MADOJEM, LLCFINANCIAL DATA PROJECTS/REVENUE DATE OF FORMATION * 02/04/2009 IPRINCPI AL FOCUS Buy& Hold Loans Funded ®Loans Repaid ®PerYear ®Revenue ® '1° ,11° II1 II$138.5K Repayment ®Time ®Project Costs ® IN/A 'l12months,ll$101K Reportingperiod:three years ending 2018 Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS • The Borrower was advanced the money it needed to purchase this property on October 30, 2019 by Groundfloor Finance Inc.("Groundfloor," "we," "us;·or "our") or a whollyowned subsidiary of Groundfloor.The Borrower is now in possession of the property. If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. • The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. • The renovation will require permitting, and permits may not be obtained on time or may be denied. • The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. • Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSNI G CONDITIONS • Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES • GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. • GROUNDFLOOR does not take a 'spread' on any part of the interest payments. • Developers may capitalize the cost of closinginto the principalamount of their request. These closing costs typically range from $500 to $1500. • Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the OfferingCircular. SEC FlUNG INFORMATION • The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29, 2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS iosoital W 1,1Address: 1712WEST LOMBARD STREET,BALTIMORE,MD 21223 OOTH BOYD(;Jr)1712WestThe Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the B&O Rail CapitalOne Bank • Map data 02019 Google Terms of Use R eport a map error Click here to view the LRO Agreement INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $300,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Camps After Value (ARV) (1} $300,000 TotalCosts ®$135,160 0% SkinintheFirst Lien LoanCushion ® Game ® Purchase Price$55,000 Loan ToARV38.3% Purchase Date10/30/2019Loan To Total84.4% ® ® (1} VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report 4 Skininthe·Game ®10 Location8 Borrower Experience5 Borrower Commitment ®1 $114,860 GRADE FACTORS FINANCIAL OVERVIEW PurposeLoan Position TotalLoan AmountRepayment Terms 'FirstLein ,ll $ ,i'B""ac::.lcl.o:..:.o.::c..:.n::.p.c..a:::.y.:..m::.::.e.nt principa1 andinterest' . . returned on repayment I due at maturity. BORROWER Madojem, LLC Michelle Anoh principalClick here to view the LRO Agreement INVEST NOW Purchase & Renovation

PS-724

 

 

 

146 940 1 Sims RealtY. I nvestment GrouQ L Project Cost ' View larger map "l: <r. 1118 West 2nd Street ..s, , "' soog'eth .... Click here to view the LRO Agreement J Map data 02019 Terms of Use R eport a map err or TotalDebt ® Revenue ® Bernard Sims Completed Projects Average Project CONTAINEDTHEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA SIMS REALTY INVESTMENT GROUP LLC FINANCIAL DATA PROJECTS/REVENUE DATE OF FORMATION * 03/20/2018 IPRINCPI ALGROUNDFLOOR HISTORY *HISTORICAL AVERAGES FOCUS Buy& Hold Loans Funded ®Loans Repaid ®PerYear ®Revenue ® '1 oJII oIIoII$O On Time Average ProjectAverage Total Repayment ®Time ®Project Costs ® I N/A'1N/AJII$0 Reportingperiod:three years ending 2018 $1.3M Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on November 20,2019 by Groundfloor Finance Inc.("Groundfloor;·"we;·"us;·or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. o The Principal has not yet completed or sold any projects. As such,the Principal's average revenue,costs,and margins cannot be calculated. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSING CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principalamount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29,2017 (each,as amended and supplemented from time to time),including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS Address: 1118WEST 2ND STREET,FREEPORT,TX 77541 ., The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. Freepor t.• .. o; ;;G1 Captain Mark's Seafood q INVESTNOW PROPERTY DESCRIPTION As Complete (ARV) $210,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value (ARV) (1} $210,000 TotalCosts ®$189,540 0% SkinintheFirst Lien LoanCushion ® Game ® Purchase Price$130,000Loan ToARV70.0% Purchase Date11/20/2019Loan To Total76.7% ® (1} ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report4 Skininthe·Game ®10 Location8 Borrower Experience5 Borrower Commitment ®1 GRADE FACTORS FINANCIAL OVERVIEW RateLoan ToARV Loan AmountInvestors PurposeLoan Position TotalLoan AmountRepayment Terms BORROWER F·rstLeinJII $ , ,...B.:.al.:l..o..onpaym ent prni cpi a1andinterest, . . returned on repayment I due at maturity. LLC Bernard Simsprincipal Click here to view the LRO Agreement INVEST NOW Purchase & Renovation

PS-725

 

 

 

'FirstLein ,ll $15 , . . Darius Vitkus principal $225,000 11/07/2019 85.6% Purchase Date Project Cost View larger map ' 647Ruff Drive The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Bates Drain I"' G.. '4 (j r •" (li "'"' Map data 02019 Terms of Use R epo"r't a map error Click here to view the LRO Agreement TotalDebt ® Revenue ® HISTORICAL AVERAGES GROUNDFLOOR HISTORY * Darius Vitkus Completed Projects Average Project On Time Average Project Average Total CONTAINEDTHEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THECOMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA DATA HOMES LLCFINANCIAL DATAPROJECTS/REVENUE DATE OF FORMATION * 06/09/2019 IPRINCPI AL FOCUS Fix & FlipLoans Funded (2)Loans Repaid (2)PerYear (2)Revenue (2) '1° ,11° II2 II$167.6K Repayment (2)Time (2)Project Costs (2) IN/A 'l 12months ,ll$133.3K Reportingperiod:three years ending 2018 Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on November 7,2019 by Groundfloor Finance Inc.("Groundfloor," "we," "us," or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSING CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the OfferingCircular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29,2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS Address: 647 RUFFDRIVE,MONROE,M148162 von vtone Borrower intends to sell the property to repay the Groundfloor loan. " Go· gle& :.. INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value $225,000 TotalCosts ® $178,530 0% SkinintheFirst Lien LoanCushoi n (2) Game (2) Purchase Price$165,000 Loan To ARV68.2% Loan To Total (2) (2} (2) VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score (2)10 Quality of Valuation Report 4 Skininthe·Game (2)10 Location8 Borrower Experience5 Borrower Commitment (2)1 $153,530 GRADE FACTORS FINANCIAL OVERVIEW Rate Loan ToARV Loan Amount Investors BORROWERPurposeLoan Position TotalLoan Amount Repayment Terms DATA HOMES LLC 3 530 Click here to view the LRO Agreement INVEST NOW r.::::cM::.c.o:.cn..::ct..h:.'l'.y.::.:.p.:...:a:.:y.mentni terest returned, monthly,principaldue at maturity. Purchase & Renovation

PS-726

 

 

 

155 140 1 L Project Cost ' i ;;; Taco Bell Address: 1878 WILLIAMS AVENUE,EAST POINT,GA 30344 View larger map Sen Hill Rd 9 The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the WTaylor Ave 1878 Wiias Avenue ;< ChapnanAve 1 te Headquarters T Motrls Av Go gle t Homes Click here to view the LRO Agreement Value of Properties ®TotalDebt ® Revenue ® GROUNDFLOOR HISTORY * HISTORICAL AVERAGES ALBA MARTINEZ Completed Projects Average Project CONTAINED THEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER WHILE WE BELIEVE THE DATA AIM HOMES llCFINANCIAL DATAPROJECTS/REVENUE DATE OF FORMATION * 10/30/2019 IPRINCPI AL FOCUS Fix & FlipLoans Funded ®Loans Repaid ®PerYear ®Revenue ® '1 o JII oII2 II$105.3K On Time Average ProjectAverage Total Repayment ®Time ®Project Costs ® IN/A 'l 3 months ,II$74.3K Reportingperiod:three years ending 2018 $4SSK Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on November 19, 2019 by Groundfloor Finance Inc.("Groundfloor;·"we;·"us;·or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSNI G CONOITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29, 2017 (each,as amended and supplemented from time to time),including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS ···"19Ton t<a "' !?:!<!! Borrower intends to sell the property to repay the Groundfloor loan. !a Wiliams Ave Corpora Arden's Garden ft 1Apartments Map data 02019 1 Terms of Use Report a map error' INVESTNOW PROPERTY DESCRIPTION As Complete (ARV) $225,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Camps After Value (ARV) (1} $225,000 TotalCosts ®$173,140 0% Skininthe·First Lien LoanCushoi n ® Game ® Purchase Price$95,000 Loan ToARV69.0% Purchase Date11/19/2019 Loan To Total89.2% ® ® ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report4 Skin in·the·Game ®10 Location8 Borrower Experience5 Borrower Commitment ® 1 GRADE FACTORS FINANCIAL OVERVIEW RateLoan ToARV Loan AmountInvestors PurposeLoan Position TotalLoan AmountRepayment Terms F·rstLein JII $ ,,...B.:.al.:l..o..onpaym ent prni cpi a1andinterest, BORROWER. .returned on repayment/ due at maturity. AIM Homes LLC ALBA MARTINEZp· rincipal Click here to view the LRO Agreement INVEST NOW Purchase & Renovation

PS-727

 

 

 

Loan ToARV Loan Amount Investors Rate F·rstLein ,ll ... , i'B"':a.:::I.!ICo.cco.::.:::.n.:.p..:..:a::.:.y:::.m:.:.ent prni cpi a1 andinterest' returned on repayment/ due at maturity. . . Project Cost ' View larger map . 26010 Three Notch Road q." ' o, Go gle "• Value of Properties (2) TotalDebt (2) Revenue (2) HISTORICAL AVERAGES GROUNDFLOOR HISTORY * Maury Mungin Completed Projects Average Project CONTAINEDTHEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER WHILE WE BELIEVE THE DATA VERACITY INVESTMENTS, LLCFINANCIAL DATA PROJECTS/REVENUE DATE OF FORMATION * 05/25/2011 Gross Margin% (2) IPRINCPI AL FOCUS Fix & Fliploans Funded (2)Loans Repaid (2)PerYear (2)Revenue (2) Ll1'111 II1 II$265K On Time Average ProjectAverage Total Repayment <2>Time (2)Project Costs (2) 1100%.l 9months 'II$155K Reportingperiod:three years ending 2018 32.7% $259.9K $215K Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on November 1,2019 by Groundfloor Finance Inc.("Groundfloor," "we," "us," or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSING CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principalamount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29,2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS (2l5) Address: 26010 THREE NOTCH ROAD,MECHANICSVILLE,MD 20659 T · .··... tone ••,</> The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the §IBorrower intends to sell the property to repay the Groundfloor loan. h.,.. <)' Map data 02019 Terms of Use Report amap error Click here to view the LRO Agreement INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $297,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value$297,000 TotalCosts (2)$178,200 0% SkinintheFirst Lien LoanCushoi n (2) Game (2) Purchase Price$91,000 Loan To ARV54.0% Purchase Date1V01/2019Loan To Total89.5% (2) {2) (2) VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score (2)10 Quality of Valuation Report 4 Skininthe·Game (2)10 Location 8 Borrower Experience5 Borrower Commitment (2)1 GRADE FACTORS FINANCIAL OVERVIEW Purpose Loan Position TotalLoan AmountRepayment Terms 1160 300 BORROWER Veracitv.lnvestments, LLC Maury Munginprincipal Click here to view the LRO Agreement INVEST NOW Purchase & Renovation

PS-728

 

 

 

162 620 1 BORROWER L Project Cost ' OIJ.: !!2 1533WILLOWBROOK DRIVE SOUTHWEST,ATLANTA,GA 30311 '?<1 Address: o. View larger map nentary School Y Drive Southwest A·lQuality Used Ti1 i; 5 Cajun Seafood Market q Love Cen· Aoar Map data 02019 Terms of Use • R eport a map err or , Click here to view the LRO Agreement TotalDebt ® Revenue ® HISTORICAL AVERAGES GROUNDFLOOR HISTORY * Tony Hawkins Completed Projects Average Project CONTAINEDTHEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER WHILE WE BELIEVE THE DATA GREEN SHIELD INVESTMENTS, LLCFINANCIAL DATAPROJECTS/REVENUE DATE OF FORMATION * 02/19/2019 IPRINCPI AL FOCUS Fix & FlipLoans Funded ®Loans Repaid ®PerYear ®Revenue ® '1 oJII oIIoII$O On Time Average ProjectAverage Total Repayment ®Time ®Project Costs ® I N/A'1N/AJII$0 Reportingperiod:three years ending 2018 Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on November 4,2019 by Groundfloor Finance Inc.("Groundfloor," "we," "us," or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. o The Principal has not yet completed or sold any projects. As such,the Principal's average revenue,costs,and margins cannot be calculated. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSNI G CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principalamount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29, 2017 (each,as amended and supplemented from time to time),including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS .... • .q. Q'. '1Venetian Hills1533 WillowbrookThe Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. IVBeechwoodBlvcJ SW Venetian Hills oogle' INVESTNOW PROPERTY DESCRIPTION As Complete (ARV) $267,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Camps After Value (ARV) (1} $267,000 TotalCosts ®$203,620 0% SkinintheFirst Lien LoanCushoi n ® Game ® Purchase Price$111,500Loan ToARV60.9% Purchase Date11/04/2019Loan To Total79.1% ® (1} ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report4 Skininthe·Game ®10 Location8 Borrower Experience5 Borrower Commitment ®1 $162,620 GRADE FACTORS FINANCIAL OVERVIEW RateLoan ToARV Loan AmountInvestors PurposeLoan Position TotalLoan AmountRepayment Terms F·rstLein JII $ , ,...B.:.al.:l..o..onpaym ent prni cpi a1andinterest, . . returned on repayment I due at maturity. Green Shield Investments,LLC Tony Hawkins principal Click here to view the LRO Agreement INVEST NOW Purchase & Renovation

PS-729

 

 

 

Loan ToARV Investors Rate Loan Amount 181070 BORROWER L Project Cost ..,, View larger map 1451Edison Street )n Avenue A Health Complex T Map data 02019 , Terms of Use R eport a map err or Click here to view the LRO Agreement ' GROUNDFLOOR HISTORY * HISTORICAL AVERAGES James E Jones Completed Projects Average Project II II ° 0'11 2 Ll $51K 'II I N/A $38K CONTAINEDTHEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER WHILE WE BELIEVE THE DATA ON CALL REPAIR SERVICES INCFINANCIAL DATAPROJECTS/REVENUE DATE OF FORMATION * 06/13/2014 IPRINCPI AL FOCUS Fix & FlipLoans Funded ®Loans Repaid ®PerYear ®Revenue ® On Time Average ProjectAverage Total Repayment ®Time ®Project Costs ® Ll 6months Reportingperiod:three years ending 2018 Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on November 6, 2019 by Groundfloor Finance Inc.("Groundfloor," "we," "us," or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSING CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29, 2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS Address: 1451EDISON STREET,DETROIT,M148206 .. ' ....., •<II' The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. \ ' Herman Kiefer 1!\ ri c Di strict YGq;>gle INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $360,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Camps After Value (ARV) (1} $360,000 TotalCosts ®$202,070 0% ' SkinintheFirst Lien LoanCushoi n ® Game ® Purchase Price$120,000 Loan ToARV 50.3% Purchase Date1V06/2019 Loan To Total89.2% ® ® ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report 4 Skininthe·Game ®10 Location 8 Borrower Experience5 Borrower Commitment ®1 GRADE FACTORS FINANCIAL OVERVIEW PurposeLoan Position TotalLoan AmountRepayment Terms Fr.sItLein JII• . . On Call RePair Services Inc James E Jonesprincipal Click here to view the LRO Agreement INVEST NOW ,....M:.'onthly paymentniterest er turned, monthly,principaldue at maturity. Purchase & Renovation

PS-730

 

 

 

Rate Loan ToARV Loan Amount Investors 190 170 Click here to view the LRO Agreement Project Cost ..q"(l Address: 14 PENN AVENUE #1,COLLINGSWOOD,NJ 08108 Financial Center 1 ' The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. woodS l •11•G/'•0 le WEST M 0 Map data 02019 Google Terms of Use Report amap error Value of Properties ®TotalDebt ® Revenue ® GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Howard W.Evans Completed Projects Average Project 100% 1 CONTAINED THEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. THECOMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA JKS HOMES LLCFINANCIAL DATA PROJECTS/REVENUE DATE OF FORMATION * 01/10/2018 Gross Margin% ® IPRINCPI AL FOCUS Buy& Hold Loans Funded ®Loans Repaid ®PerYear ®Revenue ® '13 ,113II 2 II$185.7K On Time Average Project Average Total Repayment ®Time ®Project Costs ® Ll 6months ,II$129K Reportingperiod:three years ending 2018 30.5% $115K $557K Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to begin renovation of this property on November 12, 2019 by Groundfloor Finance Inc.("Groundfloor," "we;· "us," or "our") or a whollyowned subsidiary of Groundfloor.The Borrower has now begun renovation of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation willrequire permitting, and permits may not be obtained on time or may be denied. o There will be two loans on this project, each representing subsequent draws. The first loan is $190,170 and the second loan is $100,240.The Financial Overview box represents the aggregate amount of all loans to be secured by this property,giving a complete financial picture of the project. o This loan represents the first draw for the project. o Each draw on this project is structured as an individual loan. We will fund each draw from our own capitalor credit facilities as and when requested by the Borrower,provided conditions for each draw are met as described in our OfferingCircular. Once a draw has been approved and funded, we will then sell the corresponding series of LROs on our platform,each of which will be due 9 months from the time such series of LRO is deemed issued, as described in our Offering Circular. Subsequent draws are expected to be requested every two months from the date we advanced the first draw, but may be requested sooner,or later, depending on the progress of construction. o The event of default on one Groundfloor note secured by this property will trigger default on all Groundfloor notes secured by this property.All LRO holders investing in LROs corresponding to notes secured by this property share the same priority in any recovery and recovered proceeds willbe distributed on a prorata basis. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSNI G CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29,2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS ..,., View larger map ; 4ij) BanR of America .( <f 1{ ·!i 1 Krispy Kreme cp oqoN""tt. t?'qeg"14r4o,.Click here to view the LRO Agreement INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $450,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value $450,000 TotalCosts ®$325,410 0% SkinintheFirst Lien Loan Cushoi n ® Game ® Purchase Price$215,000Loan ToARV 64.5% Purchase Date11/12/2019Loan To Total92.1% ® (1} ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report 4 Skininthe·Game ®10 Location 8 Borrower Experience5 Borrower Commitment ®1 GRADE FACTORS FINANCIAL OVERVIEW Purpose Loan Position TotalLoan AmountRepayment Terms 'FirstLein ,ll $, i'B""ac::.llco.:..:.o.::c..:.n::.p.c..a:::.y.:...m::.::.e.nt prnicpia1 andinterest' . . returned on repayment I due at maturity. BORROWER JKS Homes LLC Howard W. Evans principal INVEST NOW Purchase & Renovation

PS-731

 

 

 

194800 BORROWER L Project Cost Heritage Station " View larger map Gilk!Ue Ave SW Street Southwest Rockwei S1SW Adair Park II !e (f) TotalDebt ® GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Stephen Powell Completed Projects Average Project II II ° Ll 0 ,11 4 $156.2K 'II I N/A $128.7K CONTAINED THEREIN IS HELPFUL,WE DO NOT USE ITAS THE SOLE BASIS FORA FUNDING DECISION. THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA SER INVESTMENT GROUP LLCFINANCIAL DATAPROJECTS/REVENUE DATE OF FORMATION * 12/06/2019 IPRINCPI AL FOCUS Fix & FlipLoans Funded ®Loans Repaid ®PerYear ®Revenue ® On Time Average ProjectAverage Total Repayment ®Time ®Project Costs ® Ll7 months Reportingperiod:three years ending 2018 Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on November 8,2019 by Groundfloor Finance Inc.("Groundfloor," "we," "us," or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation willrequire permitting, and permits may not be obtained on time or may be denied. o The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSNI G CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29,2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS Address: 553 ROCKWELL STREET SOUTHWEST,ATLANTA,GA 30310 Apartments T 553 Rockwell The Borrower intends to use the loan proceeds to renovate the property.Upon completion,the Borrower intends to sell the property to repay the Groundfloor loan. ;g:,: ,. !!. Rl!port a map errorClick here to view the LRO Agreement INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $280,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value (ARV) (1} $280,000 TotalCosts ®$216,500 0% SkinintheFirst Lien LoanCushoi n ® Game ® Purchase Price$75,000 Loan ToARV69.6% Purchase Date11/08/2019 Loan To Total89.6% ® (1} ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report 4 Skininthe·Game ®10 Location8 Borrower Experience5 Borrower Commitment ®1 GRADE FACTORS FINANCIAL OVERVIEW RateLoan ToARV Loan Amount Investors PurposeLoan Position TotalLoan AmountRepayment Terms FirstLein ,ll $ , 's'a1l'oonpayment prnicpial andinterest, . .returned on repayment I due at maturity. SER Investment GrouPLLC Stephen Powellprincipal Click here to view the LRO Agreement INVEST NOW Refinance Rehab

PS-732

 

 

 

204 140 BORROWER Project Cost View larger map Busy Bee Cafe 87 Joseph E.Lowery The Borrower intends to use the loan proceeds to renovate the property.Upon completion,the Borrower intends to refinance the property to repay the Groundfloor loan. IST US ASH VIE W <t1 Par&ons S'SW Click here to view the LRO Agreement Map data 02019 Google Terms of Uu 1 R port a map error TotalDebt ® Cassius Josey Completed Projects Average Project On Time Average Project Average Total CONTAINED THEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THECOMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA UNITED VENTURE PARTNERS, LLCFINANCIAL DATA PROJECTS/REVENUE DATE OF FORMATION * 05/19/2017 IPRINCPI ALGROUNDFLOOR HISTORY *HISTORICAL AVERAGES FOCUS Buy& Hold Loans Funded ®Loans Repaid ®PerYear ®Revenue ® '1° ,11° IIoII$O Repayment ®Time ®Project Costs ® IN/A '1N/A 'II$0 Reportingperiod:three years ending 2018 Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on November 14, 2019 by Groundfloor Finance Inc.("Groundfloor;·"we;·"us;·or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. o The Principal has not yet completed or sold any projects. As such,the Principal's average revenue,costs,and margins cannot be calculated. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSNI G CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29, 2017 (each,as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS •CollegAddress: 87 JOSEPH E. LOWERY BOULEVARD NORTHWEST,ATLANTA,GA 30314 < "" ,Boulevard Northwest Bedtwlth St SW HEIGHTS g Cam.tla St sw . hby o'""le A T L A N T A INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $375,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value $375,000 TotalCosts ®$279,140 0% SkinintheFirst Lien LoanCushion ® Game ® Purchase Price$70,000 Loan ToARV54.4% Purchase Date11/14/2019Loan To Total72.2% ® ® ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report 4 Skininthe·Game ®10 Location8 Borrower Experience5 Borrower Commitment ® 1 GRADE FACTORS FINANCIAL OVERVIEW Rate Loan ToARV Loan Amount Investors PurposeLoan Position TotalLoan AmountRepayment Terms 'FirstLien ,ll $ , i'B""ac::.lo'c.o.::c..:.n::.p.c..a:::.y.:...m::.::.e.nt principa1 andinterest' . . returned on repayment I due at maturity. United Venture Partners,LLC Cassius Joseyprincipal Click here to view the LRO Agreement INVEST NOW Refinance Rehab

PS-733

 

 

 

FirstLein ,ll $ BORROWER , ,:.:.B:.o:a.:::I.!ICo.cco.::.:::.n.:.p..:..:a::.:.y:::.m:.:.ent prni cpi a1andinterest' returned on repayment/ due at maturity. . . Game (2) Project Cost View larger map Millican Park .. • , Avenue Southwest Q T6h Borrower intends to sell the property to repay the Groundfloor loan. Perkerson Park Map data 02019 Terms or Use R eport ani.ap err or Click here to view the LRO Agreement hurch ' TotalDebt ® GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Marshall E. Brown Completed Projects Average Project CONTAINED THEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDING DECISION. THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER WHILE WE BELIEVE THE DATA NATCHEZ POINT HOLDINGS GROUP LLCFINANCIAL DATAPROJECTS/REVENUE DATE OF FORMATION * 08/15/2016 IPRINCPI AL FOCUS Fix & Fliploans Funded ®Loans Repaid (2)PerYear (2)Revenue ® .I0'11 °IIoII$O On Time Average ProjectAverage Total Repayment ®Time ®Project Costs ® IN/A . IN/A JII$0 Reportingperiod:three years ending 2018 Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on October 29, 2019 by Groundfloor Finance Inc.("Groundfloor," "we," "us;·or "our") or a whollyowned subsidiary of Groundfloor.The Borrower is now in possession of the property. If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o The Borrower has not completed or sold any projects in the past year. As such,the Borrower's average revenue,costs,and margins cannot be calculated. o The Principal has not yet completed or sold any projects. As such,the Principal's average revenue,costs,and margins cannot be calculated. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSNI G CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the OfferingCircular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29, 2017 (each,as amended and supplemented from time to time). including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS Address: 1571BELMONT AVE SOUTHWEST,ATLANTA,GA 30310 Oeckner Ave sw Emma \.1571Belmont1The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Coli ClaireOrSW ·ary Missoi naryGo gle INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $360,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value$360,000 TotalCosts (2)$267,490 0% SkinintheFirst Lien LoanCushoi n (2) Purchase Price$150,000Loan To ARV59.8% Purchase Date10/29/2019 Loan To Total79.9% ® {2) (2) VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report 4 Skininthe·Game ®10 Location8 Borrower Experience5 Borrower Commitment ®1 $215,290 GRADE FACTORS FINANCIAL OVERVIEW RateLoan ToARV Loan AmountInvestors PurposeLoan Position TotalLoan AmountRepayment Terms 1215 290 Natchez Point Holdings GrouQ LLC Marshall E.Brownprincipal Click here to view the LRO Agreement INVEST NOW Purchase & Renovation

PS-734

 

 

 

324 300 1 maturity. BORROWER L Project Cost View larger map .'!I The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. . "' $, \ '!I • <>ot"" Google . ...... · Value of Properties ®TotalDebt ® Revenue ® GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Dhanaive Nunez Completed Projects Average Project CONTAINEDTHEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. THE COMPANY PlAYED NO ROLE IN THE PREPARATIONOF ANY OF THE VALUATIONSOURCESOR ANY OTHER MATERIALS PROVIDED BY THE BORROWER WHILE WE BELIEVE THE DATA SWIFT HOMES, llCFINANCIAL DATAPROJECTS/REVENUE DATE OF FORMATION * 03/14/2019 Gross Margin% ® IPRINCPI AL FOCUS Fix & FlipLoans Funded ®Loans Repaid ®PerYear ®Revenue ® '1 o JII oII2 II$91.5K On Time Average ProjectAverage Total Repayment ®Time ®Project Costs ® IN/A 'l months ,II$82.8K Reportingperiod:three years ending 2018 9.5% $333.9K $40K Reporting period: 2018 Reporting date:09/30/19 PROJECT SPECIFIC RISK FACTORS o The Borrower was advanced the money it needed to purchase this property on November 21,2019 by Groundfloor Finance Inc.("Groundfloor;"we·;"us;·or "our") or a whollyowned subsidiary of Groundfloor. The Borrower is now in possession of the property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the OfferingCircular. o The renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. o The renovation will require permitting, and permits may not be obtained on time or may be denied. o Please consult the OfferingCircular for further discussion of generalrisk factors. CLOSING CONDITIONS o Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES o GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. o GROUNDFLOOR does not take a 'spread' on any part of the interest payments. o Developers may capitalize the cost of closinginto the principal amount of their request. These closing costs typically range from $500 to $1500. o Unless otherwise limited by applicable law,GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower.See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FlUNG INFORMATION o The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 69 to the Offering Circular dated December 29,2017 (each,as amended and supplemented from time to time),including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. MISCELLANEOUS \Address: 34571ROQUOIS AVENUE,DETROIT,M148214 lti st Church q c.. 1•e , 3457Iroquois Avenue 'it S' Map data 02019 ;Terms or Use IR!port a map err or Click here to view the LRO Agreement INVEST NOW PROPERTY DESCRIPTION As Complete (ARV) $475,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Value (ARV) (1} $475,000 TotalCosts ®$360,400 0% ' SkinintheFirst Lien LoanCushion ® Game ® Purchase Price$240,000 LoanToARV68.3% Purchase Date11/21/2019Loan To Total89.6% ® (1} ® VALUATION REPORTS The following factors determine in part how the loan was graded: (indescending order of importance) Loan To ARV Score ®10 Quality of Valuation Report4 Skin in·the·Game ®10 Location8 Borrower Experience5 Borrower Commitment ®1 GRADE FACTORS FINANCIAL OVERVIEW Rate LoanToARV Loan Amount Investors PurposeLoan Position TotalLoan Amount Repayment Terms F·rstLien ....JII,,...B.:.al.:l..o..onpaym ent principa1 andinte . . returned on repayment/ due at Swift Homes,LLC', Dhanaive Nunezprincipal Click here to view the LRO Agreement rest..., INVESTNOW Purchase & Renovation

PS-735

 

 

 

*               *               *

 

Financial Statements

 

The following consolidated financial statements for the periods ended June 30, 2019, December 31, 2018 and December 31, 2017 and the notes thereto are added to the Offering Circular starting on page F-1:

 

 

 

GROUNDFLOOR FINANCE INC.

AND SUBSIDIARIES

 

Condensed Consolidated Financial Statements

 

June 30, 2019 and 2018

 

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Table of Contents

 

Condensed Consolidated Financial Statements (unaudited)   
    
Condensed Consolidated Balance Sheets (unaudited) F-1 
    
Condensed Consolidated Statements of Operations (unaudited) F-2 
    
Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) F-3 
    
Condensed Consolidated Statements of Cash Flows (unaudited) F-4 
    
Notes to Condensed Consolidated Financial Statements F-5 

 

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Condensed Consolidated Balance Sheets

 

   Unaudited   Audited 
   June 30,   December 31, 
   2019   2018 
Assets          
Current assets:          
Cash  $2,047,549   $1,069,392 
Loans to developers, net   54,201,956    38,761,717 
Interest receivable on loans to developers   2,752,228    1,821,073 
Other current assets   85,604    484,391 
Total current assets   59,087,337    42,136,573 
Property, equipment, software, website, and intangible assets, net   847,081    813,104 
Other assets   42,604    63,906 
Total assets  $59,977,022   $43,013,583 
Liabilities and Stockholders’ Deficit          
Current liabilities:          
Accounts payable and accrued expenses  $1,714,598   $2,493,158 
Accrued interest on limited recourse obligations   2,064,367    1,372,474 
Limited recourse obligations, net   44,126,772    31,719,205 
Revolving credit facility   5,281,294    5,493,605 
Convertible notes   645,000    1,800,000 
Short-term notes payable   6,086,814    2,925,082 
Total current liabilities   59,918,845    45,803,524 
Other liabilities   139,693    60,765 
Total liabilities   60,058,538    45,864,289 
           
Stockholders’ deficit:          
Common stock, no par, 5,000,000 shares authorized, 2,091,153 and 1,732,585 issued and outstanding   10,830,464    6,125,264 
Series A convertible preferred stock, no par, 747,385 shares designated, 747,373 shares issued and outstanding (liquidation preference of $4,999,925)   4,962,435    4,962,435 
Series seed convertible preferred stock, no par, 568,796 shares designated, issued and outstanding (liquidation preference of $2,960,583)   2,609,091    2,609,091 
Additional paid-in capital   1,259,821    1,083,572 
Accumulated deficit   (19,742,767)   (17,630,508)
Stock subscription receivable   (560)   (560)
Total stockholders’ deficit   (81,516)   (2,850,706)
Total liabilities and stockholders’ deficit  $59,977,022   $43,013,583 
           

 

See accompanying notes to condensed consolidated financial statements

 

F-1 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Operations

 

   Unaudited 
   Six Months Ended June 30, 
   2019   2018 
Non-interest revenue:          
Origination fees  $1,216,642   $415,741 
Loan servicing revenue   752,162    416,892 
Total non-interest revenue   1,968,804    832,633 
Net interest income:          
Interest income   2,854,020    1,229,386 
Interest expense   (2,245,280)   (1,008,149)
Net interest income   608,740    221,237 
Net revenue   2,577,544    1,053,870 
Cost of revenue   (328,706)   (158,378)
Gross profit   2,248,838    895,492 
Operating expenses:          
General and administrative   940,396    971,678 
Sales and customer support   1,264,973    1,012,967 
Development   356,836    259,812 
Regulatory   189,068    168,154 
Marketing and promotions   591,799    916,830 
Total operating expenses   3,343,072    3,329,441 
Loss from operations   (1,094,234)   (2,433,949)
Interest expense   1,018,025    411,413 
Net loss  $(2,112,259)  $(2,845,362)

 

See accompanying notes to condensed consolidated financial statements

 

F-2 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Stockholder’s Deficit

 

   Series A   Series Seed                         
   Convertible   Convertible       Additional       Stock   Total 
   Preferred Stock   Preferred Stock   Common Stock   Paid-in   Accumulated   Subscription   Stockholders’ 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Receivable   Deficit 
Stockholders’ deficit as of
December 31, 2017 (audited)		   747,373   $4,962,435    568,796   $2,609,091    1,136,406   $56,834   $677,929   $(11,529,853)  $(560)  $(3,224,124)
Shares issued in the 2018
Common Stock Offering, net
of offering costs		   -    -    -    -    468,764    4,562,634    -    -    -    4,562,634 
Shares issued in a private
placement		   -    -    -    -    125,000    1,500,000    -    -    -    1,500,000 
Exercise of stock options   -    -    -    -    2,415    5,796    -    -    -    5,796 
Share-based compensation
expense and warrants		   -    -    -    -    -    -    405,643    -    -    405,643 
Net loss   -    -    -    -    -    -    -    (6,100,655)   -    (6,100,655)
Stockholders’ deficit as of
December 31, 2018 (audited)		   747,373   $4,962,435    568,796   $2,609,091    1,732,585   $6,125,264   $1,083,572   $(17,630,508)  $(560)  $(2,850,706)
Shares issued in the 2019
Common Stock Offering, net
of offering costs		   -    -    -    -    213,345    3,412,567    -    -    -    4,701,460 
Shares issued in the 2018
Common Stock Offering, net
of offering costs		   -    -    -    -    143,223    1,288,893    -    -    -    4,562,634 
Exercise of stock options   -    -    -    -    2,000    3,740    -    -    -    3,740 
Share-based compensation
expense and warrants		   -    -    -    -    -    -    176,249    -    -    176,249 
Net loss   -    -    -    -    -    -    -    (2,112,259)   -    (2,112,259)
Stockholders’ deficit as of
June 30, 2019 (unaudited)		   747,373   $4,962,435    568,796   $2,609,091    2,091,153   $10,830,464   $1,259,821   $(19,742,767)  $(560)  $(81,516)

 

 

See accompanying notes to condensed consolidated financial statements

 

F-3 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Cash Flows

 

   Unaudited 
   Six Months Ended June 30, 
   2019   2018 
Cash flows from operating activities          
Net loss  $(2,112,259)  $(2,845,362)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   254,269    154,311 
Share-based compensation   74,634    152,400 
Noncash interest expense   97,587    8,518 
Loss (gain) on sale of real estate owned   -    20,585 
Origination of loans held for sale   (6,478,955)   - 
Proceeds from sales of loans held for sale   6,478,955    - 
Conversion of beneficial interests   198,723    181,347 
Changes in operating assets and liabilities:          
Other current assets   36,634    (58,939)
Interest receivable on loans to developers   (2,769,347)   (1,047,570)
Accounts payable and accrued expenses   (565,740)   (246,155)
Accrued interest on limited recourse obligations   2,192,469    1,029,773 
Net cash used in operating activities   (2,593,030)   (2,651,092)
Cash flows from investing activities          
Loan payments to developers   (33,864,787)   (15,704,100)
Repayments of loans from developers   20,236,326    11,535,848 
Proceeds from sale of properties held for sale   301,067    1,057,621 
Purchases of computer equipment and furniture and fixtures   (11,757)   (76,952)
Payments of software and website development costs   (276,489)   (228,622)
Net cash used in investing activities   (13,615,640)   (3,416,205)
Cash flows from financing activities          
Proceeds from limited recourse obligations   33,802,754    15,313,410 
Repayments of limited recourse obligations   (22,786,960)   (13,253,673)
Payment of deferred financing costs   (10,000)   - 
Borrowings from the revolving credit facility   24,309,980    11,858,765 
Repayments on the revolving credit facility   (24,522,291)   (10,684,404)
Proceeds from GROUNDFLOOR Notes   9,686,010    - 
Repayments from GROUNDFLOOR Notes   (6,410,250)   - 
Proceeds from issuance of shares in the 2019 Common Stock Offering, less offering costs   3,213,844    - 
Proceeds from issuance of shares in the 2018 Common Stock Offering, less offering costs   -    3,571,573 
Exercise of stock options   3,740    2,998 
Repayments of shareholder loan   (100,000)   - 
Net cash provided by financing activities   17,186,827    6,808,669 
Net increase (decrease) in cash   978,157    741,372 
Cash as of beginning of the period   1,069,392    1,354,170 
Cash as of end of the period  $2,047,549   $2,095,542 
Supplemental cash flow disclosures:          
Cash paid for interest  $659,602   $319,865 
Supplemental disclosure of noncash investing and financing activities:          
Conversion of convertible notes payable and accrued interest converted into common stock   1,288,893    - 
Issued warrants in connection with the note payable   101,615    54,500 

 

See accompanying notes to condensed consolidated financial statements

 

F-4 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

 

The terms "we," "our," or the "Company" refer to Groundfloor Finance Inc. and its subsidiaries. The Company was originally organized as a North Carolina limited liability company under the name of Fomentum Labs LLC on January 28, 2013. Fomentum Labs LLC changed their name to Groundfloor LLC on April 26, 2013, and converted into a North Carolina corporation on July 26, 2013. In connection with this conversion, all equity interests in Groundfloor LLC were converted into shares of GROUNDFLOOR Inc.’s common stock. In August 2014, GROUNDFLOOR Inc. converted into a Georgia corporation and changed their name to Groundfloor Finance Inc. The accounting effects of these conversions are reflected retrospectively in the Condensed Consolidated Financial Statements. Groundfloor Holdings GA, LLC is the holder of the Revolver, as defined in Note 7. Groundfloor Properties GA LLC was created for the purpose of financing real estate in Georgia. Groundfloor Real Estate 1 LLC was created for the purpose of financing real estate in nine states. Groundfloor Real Estate, LLC is currently inactive and management does not have plans to use this entity in the near future.

 

The Company has developed an online investment platform designed to crowdsource financing for real estate development projects (the “Projects”). With this online investment platform (the “Platform”), public investors (the “Investors”) are able to choose between multiple Projects, and real estate developers (the “Developers”) of the Projects are able to obtain financing. GROUNDFLOOR’s financing model replaces traditional sources of financing for Projects with the aggregation of capital from Investors using the internet.

 

GROUNDFLOOR formed Groundfloor Properties GA LLC (“Groundfloor GA”) in August 2013 for the purpose of issuing nonrecourse promissory notes (“Georgia Notes”) corresponding to commercial real estate loans entered into by Groundfloor GA to residents of Georgia. Groundfloor GA began offering these investment opportunities to residents of Georgia through the Platform in November 2013.

 

Following the qualification of the Company’s first offering statement on Form 1-A on August 31, 2015, the Company began a multistate offering of limited recourse obligations (“LROs”) to Investors corresponding to commercial loans for real estate development projects financed by the Company. The Company does not intend to issue any additional Georgia Notes.

 

The Company believes this method of real estate financing has many advantages including reduced Project origination costs, lower interest rates for Developers, and attractive returns for Investors.

 

Basis of Presentation and Liquidity

 

The Company’s Condensed Consolidated Financial Statements include Groundfloor Finance Inc. and its wholly owned subsidiaries, Groundfloor Properties GA LLC; Groundfloor Real Estate, LLC; Groundfloor Holdings GA, LLC; Groundfloor Real Estate 1 LLC; and Groundfloor Real Estate 2, LLC (collectively the “Company” or “GROUNDFLOOR”). Intercompany transactions and balances have been eliminated upon consolidation.

 

The Company’s Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

 

Operations since inception have consisted primarily of organizing the Company, developing the technology, and securing financing. The accompanying Condensed Consolidated Financial Statements have been prepared on a basis which assumes that the Company will continue as a going concern. The Company has incurred losses and cash outflows from operations since its inception. The ultimate success of the Company is dependent on management’s ability to develop and market its products and services at levels sufficient to generate operating revenues in excess of expenses.

 

F-5

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

 

Management evaluated the condition of the Company and has determined that until such sales levels can be achieved, management will need to secure additional capital to continue growing working capital and fund product development and operations.

 

Management intends to raise additional debt or equity financing to grow working capital and fund operations. Management believes the Company will obtain additional funding from current and new Investors in order to sustain operations. However, there are no assurances that the Company can be successful in obtaining the additional capital or that such financing will be on terms favorable or acceptable to the Company.

 

As of issuance date, the Company closed on approximately $3,000,000 in equity financing, see Note 13, “Subsequent Events.”

 

There is substantial doubt that the Company will continue as a going concern for at least 12 months following the date these Condensed Consolidated Financial Statements are issued, without additional financing based on the Company’s limited operating history and recurring operating losses.

 

The Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of the uncertainties described in the Condensed Consolidated Financial Statements. In addition, the Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of assets nor the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 

Use of Estimates

 

The preparation of Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Whole Loan Sales

 

Under loan sale agreements, the Company sells all of its rights, title, and interest in certain loans. At the time of such sales, the Company simultaneously enters into loan servicing agreements under which it acquires the right to service the loans. The Company calculates a gain or loss on the whole loan sale, based on the net proceeds from the whole loan sale, minus the net investment in the loans being sold. All origination fees incurred in the origination process are recognized directly to Condensed Consolidated Statements of Operations and recorded to “Origination fees”.

 

Share-Based Compensation

 

The Company accounts for share-based compensation using the fair value method of accounting which requires all such compensation to employees and nonemployees, including the grant of employee stock options or warrants, to be recognized in the Consolidated Statements of Operations based on its fair value at the measurement date. The expense associated with share-based compensation is recognized on a straight-line basis over the service period of each award.

 

F-6

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

 

Income Taxes

 

Deferred tax assets and liabilities are determined based on the temporary differences between the Consolidated Financial Statements carrying amounts and the tax basis of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates.

 

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

 

The determination of recording or releasing income tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. This assessment requires management to exercise significant judgment and make estimates with respect to its ability to generate taxable income in future periods.

 

Recent Accounting Pronouncements

 

The Company has evaluated the recent pronouncements issued since filing its annual audited Consolidated Financial Statements for the year-ended December 31, 2018 and believes that none of them will have a material effect on the Company’s Condensed Consolidated Financial Statements.

 

NOTE 2: LOANS TO DEVELOPERS, NET

 

The Company provides financing to borrowers for real estate-related loans. Real estate loans include loans for unoccupied single family or multifamily renovations costing between $20,000 and $2,000,000 over six months to a year.

 

The following table presents the carrying amount of “Loans to developers, net” by letter grade and performance state as of June 30, 2019 and December 31, 2018, respectively:

 

   Current   Workout   Fundamental
Default		   Total 
Loan grades:                    
A  $4,229,547   $-   $-   $4,229,547 
B   13,939,374    176,980    -    14,116,354 
C   24,308,688    2,322,585    517,791    27,149,064 
D   7,551,527    746,100    228,000    8,525,627 
E   681,364    -    -    681,364 
F   -    -    -    - 
G   -    -    -    - 
Carrying amount as of June 30, 2019  $50,710,500   $3,245,665   $745,791   $54,701,956 

 

F-7

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

NOTE 2: LOANS TO DEVELOPERS, NET (continued)

 

   Current   Workout   Fundamental
Default		   Total 
Loan grades:                    
A  $3,267,744   $293,473   $-   $3,561,217 
B   7,073,701    668,100    141,150    7,882,951 
C   17,009,297    2,465,820    517,791    19,992,908 
D   7,140,347    263,555    228,000    7,631,902 
E   192,739    -    -    192,739 
F   -    -    -    - 
G   -    -    -    - 
Carrying amount as of December 31, 2018  $34,683,828   $3,690,948   $886,941   $39,261,717 

 

Nonaccrual and Past Due Loans

 

A Loan is placed on nonaccrual status when, in management’s judgment, the collection of the interest income appears doubtful. “Interest receivable on loans to developers” that has been accrued and is subsequently determined to have doubtful collectability is charged to “Interest income” and the corresponding “Accrued interest on limited recourse obligations” that has been accrued and is subsequently determined to have doubtful collectability is charged to “Interest expense”. Interest income on Loans that are classified as nonaccrual is subsequently applied to principal until the Loans are returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Past due Loans are loans whose principal or interest is past due 30 days or more. As of June 30, 2019, the Company placed Loans of $4,050,000 recorded to “Loans to developers, net” on nonaccrual status.

 

The following table presents an analysis of past due Loans as of June 30, 2019 and December 31, 2018:

 

   Carrying
Amount		   Allowance for
Loan Losses		   Total 
Aging schedule:               
Current  $50,710,500   $40,000   $50,670,500 
Less than 90 days past due   1,959,951    50,000    1,909,951 
More than 90 days past due   2,031,505    410,000    1,621,505 
Total as of June 30, 2019  $54,701,956   $500,000   $54,201,956 

 

   Carrying
Amount		   Allowance for
Loan Losses		   Total 
Aging schedule:               
Current  $35,112,798   $40,000   $35,072,798 
Less than 90 days past due   2,404,830    50,000    2,354,830 
More than 90 days past due   1,744,089    410,000    1,334,089 
Total as of December 31, 2018  $39,261,717   $500,000   $38,761,717 

 

F-8

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

 

NOTE 2: LOANS TO DEVELOPERS, NET (continued)

 

Impaired Loans

 

The following is a summary of information pertaining to impaired loans as of June 30, 2019:

 

   Balance 
Nonaccrual loans  $3,315,210 
Fundamental default not included above   745,790 
Total impaired loans   4,050,000 
      
Interest income recognized on impaired loans  $479,000 

 

The following table presents an analysis of information pertaining to impaired loans as of June 30, 2019:

 

   Balance 
Principal loan balance  $4,205,040 
      
Recorded investment with no allowance   3,300,000 
Recorded investment with allowance   750,000 
Total recorded investment  $4,050,000 
      
Related allowance   500,000 
Average recorded investment  $180,000 

 

The following is a summary of information pertaining to impaired loans as of December 31, 2018:

 

    Balance  
Nonaccrual loans   $ 2,146,000  
Fundamental default not included above     887,000  
Total impaired loans     3,033,000  
         
Interest income recognized on impaired loans   $ 400,000  

 

The following table presents an analysis of information pertaining to impaired loans as of December 31, 2018:

 

   Balance 
Principal loan balance  $3,495,120 
      
Recorded investment with no allowance   2,146,000 
Recorded investment with allowance   887,000 
Total recorded investment  $3,033,000 
      
Related allowance   500,000 
Average recorded investment  $230,000 

 

F-9

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

NOTE 2: LOANS TO DEVELOPERS, NET (continued)

 

Credit Quality Monitoring

 

The Company uses three performance states to better monitor the credit quality of outstanding loans. Outstanding loans are characterized as follows:

 

Current - This status indicates that no events of default have occurred, all payment obligations have been met or none are yet triggered.

 

Workout - This status indicates there has been one or more payment defaults on the Loan and the Company has negotiated a modification of the original terms that does not amount to a fundamental default.

 

Fundamental Default - This status indicates a Loan has defaulted and there is a chance the Company will not be able to collect 100% of the principal amount of the Loan by the extended payment date of the corresponding Georgia Notes or LROs. The Company has commenced a formal foreclosure process to secure the real estate property. 

 

The following table presents “Loans to developers, net” by performance state as of June 30, 2019 and December 31, 2018:

 

   Carrying
Amount		   Allowance for
Loan Losses		   Loans to
Developers,
Net		 
Performance states:               
Current  $50,710,500   $-   $50,710,500 
Workout   3,245,665    100,000    3,145,665 
Fundamental default   745,791    400,000    345,791 
Total as of June 30, 2019  $54,701,956   $500,000   $54,201,956 

 

   Carrying
Amount		   Allowance for
Loan Losses		   Loans to
Developers,
Net		 
Performance states:               
Current  $34,683,828   $-   $34,683,828 
Workout   3,690,948    100,000    3,590,948 
Fundamental default   886,941    400,000    486,941 
Total as of December 31, 2018  $39,261,717   $500,000   $38,761,717 

 

F-10

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

NOTE 2: LOANS TO DEVELOPERS, NET (concluded)

 

Allowance for Loan Losses

 

The following table details activity in the allowance for loan losses for the years ended June 30, 2019 and December 31, 2018:

 

   Balance 
Balance, December 31, 2018  $500,000 
Allowance for loan loss   100,000 
Loans charged off   (100,000)
Outstanding as of June 30, 2019  $500,000 
Period-end amount allocated to:     
Loans individually evaluated for impairment  $400,000 
Loans collectively evaluated for impairment   100,000 
Balance, June 30, 2019  $500,000 
Loans:     
Individually evaluated for impairment  $750,000 
Collectively evaluated for impairment   3,300,000 
Balance, June 30, 2019  $4,050,000 

 

   Balance 
Balance, December 31, 2017  $640,000 
Allowance for loan loss   240,000 
Loans charged off   (380,000)
Outstanding as of December 31, 2018  $500,000 
Period-end amount allocated to:     
Loans individually evaluated for impairment  $400,000 
Loans collectively evaluated for impairment   100,000 
Balance, December 31, 2018  $500,000 
Loans:     
Individually evaluated for impairment  $887,000 
Collectively evaluated for impairment   2,146,000 
Balance, December 31, 2018  $3,033,000 

 

F-11

 

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

NOTE 3: OTHER CURRENT ASSETS

 

“Other current assets” at June 30, 2019 and December 31, 2018, consists of the following:

 

   June 30,   December 31, 
   2019   2018 
Other real estate owned  $34,924   $418,379 
Unbilled servicing revenue   25,127    25,127 
Prepaid expenses   21,300    21,300 
Other   4,253    19,585 
Other current assets  $85,604   $484,391 

 

NOTE 4: PROPERTY, EQUIPMENT, SOFTWARE, WEBSITE AND INTANGIBLE ASSETS, NET

 

“Property, equipment, software, website development costs, and intangible assets, net” at June 30, 2019 and December 31, 2018, consists of the following:

 

   June 30,   December 31, 
   2019   2018 
Software and website development costs  $1,581,482   $1,304,993 
  Less: accumulated amortization   (946,701)   (725,255)
Software and website development costs, net  $634,781   $579,738 

 

   June 30,   December 31, 
   2019   2018 
Computer equipment  $99,516   $96,165 
Leasehold improvements   12,529    12,530 
Furniture and fixtures   142,955    134,548 
Office equipment   45,548    45,548 
Property and equipment   300,548    288,791 
  Less: accumulated depreciation and amortization   (111,748)   (79,925)
Property and equipment, net  $188,800   $208,866 

 

   June 30,   December 31, 
   2019   2018 
Domain names  $30,000   $30,000 
  Less:  accumulated amortization   (6,500)   (5,500)
Intangible assets, net  $23,500   $24,500 

 

Depreciation and amortization expense on “Property, equipment, intangible assets, software, and website development costs, net” for the six months ended June 30, 2019 and 2018 was $254,269 and $154,311, respectively.

 

F-12

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

  

NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

“Accounts payable and accrued expenses” at June 30, 2019 and December 31, 2018, consists of the following:

 

   June 30,   December 31, 
   2019   2018 
Trade accounts payable  $465,437   $762,148 
Deferred revenue   1,069,950    867,950 
Accrued interest expense   149,374    360,325 
Accrued employee compensation   29,837    80,243 
Accrued contractor compensation   -    - 
Other   -    422,492 
Accounts payable and accrued expenses  $1,714,598   $2,493,158 

 

F-13

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

  

NOTE 6: REVOLVING CREDIT FACILITY

  

On November 1, 2016, the Company’s wholly owned subsidiary, Groundfloor Holdings GA, LLC, as borrower, entered into a revolving credit facility (the “Revolver”) with Revolver Capital, LLC. The credit agreement provided for revolving loans up to a maximum aggregate principal amount of $1,500,000. The Revolver will be used for bridge funding of underlying loans pending approval from the United States Securities and Exchange Commission (“SEC”).

 

On November 11, 2016, the Company entered into a First Amendment to the Credit Agreement (the “First Amendment”) which amended the existing Revolver dated November 1, 2016, among Groundfloor Holdings GA, LLC, as borrower, and Revolver Capital, LLC, as lender. Collateral security for the Revolver includes all property of the underlying loan, upon which a lien is created in favor of the lender. The First Amendment amended the Revolver to increase the Revolving Credit Commitments thereunder from $1,500,000 to $2,500,000. The other terms of the credit facility remain unchanged.

 

On December 21, 2016, the Company entered into a Second Amendment to the Credit Agreement (the “Second Amendment”) which amended the existing Revolver dated November 1, 2016, among Groundfloor Holdings GA, LLC, as borrower, and Revolver Capital, LLC, as lender. The Second Amendment amended the Revolver to increase the Revolving Credit Commitments thereunder from $2,500,000 to $3,500,000. The other terms of the credit facility remain unchanged.

 

On April 7, 2017, the Company entered into a Third Amendment to the Credit Agreement (the “Third Amendment”) which amended the existing credit agreement dated November 1, 2016, among Groundfloor Holdings GA, LLC, as borrower, and Revolver Capital, LLC, as lender. The Third Amendment amended the credit agreement to increase the Revolving Credit Commitments thereunder from $3,500,000 to $4,500,000. In connection with the Third Amendment the Company paid a $10,000 commitment fee, which is capitalized and amortized over a twelve-month period. The other terms of the credit facility remain unchanged.

 

On April 4, 2018, the Credit Agreement dated as of November 1, 2016, as amended by the First Amendment as of November 11, 2016, the Second Amendment dated as of February 22, 2017 and the Third Amendment dated as of April 7, 2017, was assigned to ACM Alamosa DA LLC. The Company and the lender agreed to amend and restate the Original Credit Agreement in its entirety. The other terms of the credit facility remain unchanged.

 

On September 18, 2018, the Company increased the Revolving Credit Commitments thereunder from $4,500,000 to $5,500,000. In connection with the increase the Company paid a $10,000 commitment fee, which is capitalized and amortized over a twelve-month period. The other terms of the credit facility remain unchanged.

 

The Revolver maturity date is November 1, 2019. The Company has the option to request and the lender may, in its sole discretion, elect to extend the maturity date.

 

As of June 30, 2019, the Company had $217,000 of available borrowings and $5,500,000 outstanding under the Revolver as presented within Revolving credit facility on the Condensed Consolidated Balance Sheets. As of June 30, 2019, the Company reflected $1,667 of deferred financing costs related to the Revolver as a reduction to the Revolving credit facility in the Condensed Consolidated Balance Sheets. Amortization of these costs was $5,000 and $833 for the six months ended June 30, 2019 and 2018, respectively. Accrued interest on the Revolver, presented within “Accounts payable and accrued expenses” in the Company’s Consolidated Balance Sheets, was $44,400 and $111,288 at June 30, 2019 and December 31, 2018, respectively.

 

The Revolver contains certain affirmative and negative covenants, including financial and other reporting requirements. The Company is in compliance with all such covenants at June 30, 2019.

 

F-14

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

  

NOTE 7: CONVERTIBLE NOTES

 

From March 2017 to May 2017, the Company issued subordinated convertible notes (the “Subordinated Convertible Notes”) to Investors for total proceeds of $825,000. The Subordinated Convertible Notes bear interest at the rate of 8% per annum. The outstanding principal and all accrued but unpaid interest was due and payable on the earlier of September 24, 2018, or the consummation of a sale of the Company by consolidation, merger, change of majority ownership, or sale or other disposition of all or substantially all of the assets of the Company (the “Maturity Date”). In the event of a closing of a preferred stock financing with gross proceeds of at least $8,000,000 (“Qualified Preferred Financing”) prior to the Maturity Date, the outstanding principal and all accrued but unpaid interest may be converted into shares of preferred stock issued in the financing at a price per share equal to 75% of the price per share of the Qualified Preferred Financing. In the event of a closing of a common stock financing with gross proceeds of at least $3,000,000 (“Qualified Common Financing”) prior to the Maturity Date, the outstanding principal and all accrued but unpaid interest may be converted into shares of common stock issued in the financing at a price per share equal to 90% of the price per share of the Qualified Common Financing. The indebtedness represented by the Subordinated Convertible Notes is subordinated in all respects to the principal of (and premium, if any), unpaid interest on and amounts reimbursable, fees, expenses, costs of enforcement, and other amounts due in connection with the Revolver and the Note. On October 27, 2017, the amended and restated subordinated convertible note agreement and the note amendment agreement amended the subordinated convertible note purchase agreement dated March 24, 2017, and Subordinated Convertible Notes issued thereunder (as amended, the “Restated Subordinated Convertible Notes”), respectively. Pursuant to the Restated Subordinated Convertible Notes, the outstanding principal and all accrued but unpaid interest is due and payable on the earlier of September 30, 2019, or the consummation of a sale of the Company by consolidation, merger, change of majority ownership, or sale or other disposition of all or substantially all of the assets of the Company (the “New Maturity Date”). The interest rate of 8% per annum remained unchanged.

 

From October 2017 to December 2017, the Company issued Restated Subordinated Convertible Notes to Investors for total proceeds of $1,225,000. The outstanding principal and all accrued but unpaid interest is due and payable on the New Maturity Date. In the event of a closing of a Qualified Financing prior to the New Maturity Date, the outstanding principal and all accrued but unpaid interest would become automatically converted into shares of stock issued in the financing at a price per share equal to 75% of the price per share of the financing. The indebtedness represented by the Restated Subordinated Notes is subordinated in all respects to the principal of (and premium, if any), unpaid interest on and amounts reimbursable, fees, expenses, costs of enforcement, and other amounts due in connection with the Revolver and the Note.

 

In 2018, a Restated Subordinated Convertible Notes holder converted their shares upon closing the 2018 Common Stock Offering, which qualified as a Qualified Common Financing. The noteholder converted $250,000 in principal and $27,617 in accrued interest at a 10% discount into 30,847 shares of common stock. The Company recorded $30,847 to interest expense as a result of the beneficial conversion.

 

In 2019, a Restated Subordinated Convertible Notes holder converted their shares upon closing the 2018 Common Stock Offering, which qualified as a Qualified Common Financing. The noteholder converted $1,155,000 in principal and $133,894 in accrued interest at a 10% discount into 143,223 shares of common stock. The Company recorded $143,223 to interest expense as a result of the beneficial conversion.

 

Accrued interest on the Restated Subordinated Convertible Notes, presented within “Accounts payable and accrued expenses” in the Company’s Condensed Consolidated Balance Sheets, was $85,662 at June 30, 2019 and $186,426 at December 31, 2018.

 

F-15

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

  

NOTE 8: NOTES PAYABLE

 

On January 11, 2017, the Company entered into a promissory note and security agreement (the “Note”) for a principal sum of $1,000,000. We paid an origination fee of $10,000 concurrently with the funding of the principal of the Note. We subsequently entered into an amendment to the Note extending the payment schedule for a $5,000 amendment fee, a second amendment increasing the principal amount outstanding to $2,000,000 for a $30,000 amendment fee, a third amendment further extending the repayment schedule among other terms described below for a $10,000 amendment fee, and a fourth amendment further extending the repayment schedule amount other terms described below for a $10,000 amendment fee. The amendment fees were deferred and amortized over the life of the Note.

 

The Note incurs interest at a rate of 8.0% per annum from January 11, 2017 until September 30, 2017, and 14.0% per annum from October 1, 2017, until payment in full of the Note, in each case calculated on the basis of a 360-day year for the actual number of days elapsed. The Note must be repaid as follows: (i) $50,000, plus any accrued but unpaid interest thereon, commencing on April 30, 2019, and each month thereafter, (ii) $1,000,000, plus any accrued but unpaid interest thereon, is due and payable on September 30, 2019, and (iii) any remaining outstanding principal amount, plus any remaining accrued but unpaid interest, is due and payable on December 31, 2020.

 

The Note includes certain financial covenants related to the Company’s quarterly financial results and operating capital. The Note is subject to customary event of default provisions. Upon the occurrence of any event of default, the interest rate under the Note shall increase by 7.0%. As collateral security for the Note, the Company granted first priority security interest in all of its assets, subject to certain exceptions. Among other things, the security interest specifically excludes (i) any assets serving as collateral for the Company’s Revolver; (ii) any Loans for which a series of LROs has been issued, regardless of whether such Loans and corresponding series of LROs have been originated and issued by the Company or one of its subsidiaries; and (iii) the equity interest in any subsidiary formed by the Company for the sole purpose of issuing Loans and corresponding series of LROs.

 

In connection with the third amendment to the Note, the Company agreed to issue a warrant for the purchase of shares of the Company’s common stock on the first day of each quarter commencing on October 1, 2017, until the Note is repaid in full for the purchase of the following number of shares: (i) for each quarter until and including the first quarter of 2019, 4,000 shares of common stock; (ii) for the second quarter of 2019, 3,500 shares of common stock; (iii) for the third quarter of 2019, 2,300 shares of common stock; and (iv) for the fourth quarter of 2019, 1,100 shares of common stock. The exercise price of the warrants issued on the Note in connection with the third amendment to the Note is $2.40.

 

As of June 30, 2018, the principal sum of $1,650,000 remains outstanding and is presented in “Short-term notes payable” on the Company’s Condensed Consolidated Balance Sheets net of deferred financing fees of $8,333, and debt discount of $84,020, amortizable over the amended term of the Note. Amortization of these costs was $89,695 for the six months ended June 30, 2019.

 

Accrued interest on the Note, presented within “Accounts payable and accrued expenses” in the Company’s Condensed Consolidated Balance Sheets, was $19,290 and $62,611 at June 30, 2019 and December 31, 2018, respectively.

 

The Note includes financial covenants that may trigger events of default or principal acceleration. The Company failed to comply with all the financial covenants during the six months ended June 30, 2019. Prior to the filing date of the Condensed Consolidated Financial Statements, the Company secured a waiver to prevent a default event and principal acceleration.

 

F-16

 

  

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

  

NOTE 8: NOTES PAYABLE (concluded)

 

In 2018, the Company entered into various secured promissory notes, (the “GROUNDFLOOR Notes”), with accredited Investors. The GROUNDFLOOR Notes are used for the purpose of the Company to originate, buy, and service loans for the purpose of building, buying, or rehabilitating single family and multifamily structures, or buying land, for commercial purposes. The GROUNDFLOOR Notes are issued and secured by the assets of Groundfloor Real Estate 1 LLC, a wholly owned subsidiary of Groundfloor Finance, Inc. As collateral security for GROUNDFLOOR Notes, the Company granted first priority security interest in all the loan assets of its wholly owned subsidiary, Groundfloor Real Estate 1 LLC, subject to certain exceptions. During the year-end December 31, 2018, there were ten notes entered into ranging in interest rates of 3.25% to 5.5% and terms of 30 and 90 days. As of June 30, 2019 and December 31, 2018, the principal sum of $4,556,860 and $1,281,100, respectively, remains outstanding and is presented in “Short-term notes payable” on the Company’s Consolidated Balance Sheets.

 

Accrued interest on the GROUNDFLOOR Notes, presented within “Accounts payable and accrued expenses” in the Company’s Consolidated Balance Sheets, was $34,573 and $4,100 at June 30, 2019 and December 31, 2018, respectively.

 

NOTE 9: STOCKHOLDERS’ (Deficit) EQUITY

 

Capital Structure

 

Authorized Shares - As of June 30, 2019, the Company is authorized to issue 5,000,000 shares of no par value common stock and 1,316,181 shares of no par value preferred stock. The preferred stock has been designated as Series A Preferred Stock (the “Series A”), consisting of 747,385 shares, and Series Seed Preferred Stock (the “Series Seed”), consisting of 568,796 shares (collectively, “Preferred Stock”).

 

Common Stock Transactions

 

2019 Common Stock Offering

 

On January 11, 2019, the Company launched an offering of our common stock under Tier 2 of Regulation A pursuant to an offering statement on Form 1-A qualified by the Security and Exchange Commission (the “2019 Common Stock Offering”). We are offering up to 900,000 shares of our common stock at $15 per share, with a minimum investment of $150, or 10 shares of common stock. As of June 30, 2019, we have issued 189,592 shares of common stock in the 2019 Common Stock Offering for $2,638,600 in proceeds.

 

2018 Common Stock Offering

 

In February 2018, the Company launched an offering of its common stock under Tier 2 of Regulation A pursuant to an offering statement on Form 1-A qualified by the SEC (the “2018 Common Stock Offering”). The Company offered up to 500,000 shares of common stock at $10 per share, with a minimum investment of $100, or ten shares of common stock. The aggregate initial offering price of the common stock will not exceed $5,000,000 in any 12-month period, and there is no minimum offering amount. The Company may issue up to 30,000 additional bonus shares. The 2018 Common Stock Offering closed on July 31, 2018. During the 2018 Common Stock Offering, the Company issued 437,917 shares of common stock for gross proceeds of $4,228,670. The Company incurred offering costs of $125,000 related to the 2018 Common Stock Offering. During the year ended December 31, 2018, the Company recorded $150,500 in beneficial interest related to the bonus shares issued in connection with the 2018 Common Stock Offering to “General and administrative” in the Company’s Consolidated Statement of Operations. In conjunction with the 2018 Common Stock Offering, the Company converted one noteholder’s outstanding restated subordinated convertible notes payable and accrued interest totaling $277,617 into 30,847 shares of common stock.

 

In January 2019, various noteholder’s converted outstanding restated subordinated convertible notes payable and accrued interest totaling $1,288,893 into 143,210 shares of common stock as triggered by the 2018 Common Stock Offering.

 

F-17

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

  

NOTE 9: STOCKHOLDERS’ (Deficit) EQUITY (concluded)

 

In October 2018, the Company entered into a common stock purchase agreement for private placement of 125,000 shares of the Company’s common stock for gross proceeds of $1,500,000.

 

Preferred Stock Transactions

 

Series A

 

During 2015, the Company issued 709,812 shares of Series A to Investors for total proceeds of $4,748,705. In conjunction with the equity issuance, the Company converted all outstanding promissory notes payable and accrued interest totaling $251,295 into 37,561 shares of Series A.

 

Series Seed

 

During 2015 and 2014, the Company issued 201,146 and 91,259 shares, respectively, to Investors for total proceeds of $1,047,000 and $475,000. In conjunction with the equity issuance in 2014, the Company converted all outstanding convertible notes payable and accrued interest totaling $1,098,388 into 276,391 shares of Series Seed.

 

Voting - The holders of Preferred Stock are entitled to one vote for each share of common stock into which the preferred shares are convertible.

 

Liquidation - Upon any liquidation, dissolution, or winding up of the Company, the holders of Series A shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of common stock or Series Seed, an amount per share equal to the greater of: i) the Series A original issue price of $6.69 per share, plus any dividends declared but unpaid, and ii) such amount per share as would have been payable had all shares of Series A been converted into common stock immediately prior to such liquidation, dissolution, or winding up. If the available assets are insufficient to pay the holders of shares of Series A the full amount to which they shall be entitled, then all of the available assets shall be distributed to the holders of the Series A pro rata in accordance with their ownership thereof.

 

After payment in full of the Series A preference amount, the Series Seed stockholders are entitled to a liquidation preference equal to the greater of: i) the Series Seed original issue price of $5.205 per share, plus any dividends declared but unpaid, or ii) such amount per share as would have been payable had all shares of Series Seed been converted into common stock immediately prior to such liquidation, dissolution, or winding up. If the available assets are insufficient to pay the holders of shares of Series Seed the full amount to which they shall be entitled, then all of the available assets shall be distributed to the holders of the Series Seed pro rata in accordance with their ownership thereof. Any assets remaining after such preferential distribution shall be distributed to holders of the common stock.

 

Conversion - Shares of Preferred Stock are convertible into shares of common stock at the option of the holder at any time. The number of common stock shares for Preferred Stock can be determined by dividing the original issue price by the then-effective conversion price.

 

Mandatory Conversion - All outstanding shares of Preferred Stock shall automatically be converted into shares of common stock upon the closing of the sales of shares of common stock to the public, with gross proceeds to the Company of at least $30,000,000. All outstanding shares of Series A shall automatically be converted into shares of common stock by the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the then outstanding shares of Series A, voting as a single class. All outstanding shares of Series Seed shall automatically be converted into shares of common stock by the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the then outstanding shares of Series Seed, voting as a single class.

 

Dividends - All dividends shall be declared pro rata on the common stock and Preferred Stock on a pari passu basis according to the numbers of common stock held by such holders on an as converted basis.

 

F-18

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

NOTE 10: STOCK OPTIONS & WARRANTS

  

Stock Options

 

In August 2013, the Company adopted the 2013 Stock Option Plan (the “Plan”). The Plan provides incentives to eligible employees, officers, and directors in the form of incentive stock options, non-qualified stock options and restricted stock awards. During the six months ended June 30, 2018 the Company increased the shares available for common stock issuance under the Plan by 150,000. As of June 30, 2019, the Company reserved a total of 400,000 shares of common stock for issuance under the Plan. Of these shares, 80,321 shares are available for future stock option grants as of June 30, 2019.

 

During the six months ended June 30, 2019, the Company issued 26,500 stock options and 2,000 stock options were exercised.

 

As of June 30, 2019, there was approximately $595,330 of total unrecognized compensation cost related to stock option arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.3 years.

 

During the six months ended June 30, 2018, the Company issued 36,750 stock options and 1,249 stock options were exercised.

 

As of June 30, 2018, there was approximately $290,600 of total unrecognized compensation cost related to stock option arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.2 years.

 

The Company recorded $0 and $9,950 in non-employee and $74,634 and $127,000 in employee share-based compensation expense during 2019 and 2018, respectively.

  

Warrants

 

The Company issued 7,500 warrants during the six months ended June 30, 2019, for the purchase of common stock. The warrants are exercisable immediately at $2.40 with a contractual term of ten years. The warrants were issued in conjunction with the Note. The warrants were recorded for $101,615 as a debt discount to “Long-term notes payable” and corresponding increase in “Additional paid-in capital” and $88,235 was amortized to interest expense in the six months ended June 30, 2019.

 

The Company issued 8,000 warrants during the six months ended June 30, 2018, for the purchase of common stock. The warrants are exercisable immediately at $2.40 with a contractual term of ten years. The warrants were issued in conjunction with the Note. The warrants were recorded for $54,500 as a debt discount to “Long-term notes payable” and corresponding increase in “Additional paid-in capital” and $15,500 was amortized to interest expense in the six months ended June 30, 2018.

 

None of the warrants have been exercised as of June 30, 2019.

 

F-19

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

The Company has incurred net operating losses since inception and is forecasting additional losses through December 31, 2019. Therefore, no United States federal, state, or foreign income taxes are expected for 2019 and none have been recorded as of June 30, 2019.

 

Due to the Company’s history of losses since inception, there is not enough evidence at this time to support the conclusion that it will generate future income of a sufficient amount and nature to utilize the benefits of the Company’s net deferred tax assets. Accordingly, the Company fully reduced its net deferred tax assets by a valuation allowance, since it has been determined that it is more likely than not that all of the deferred tax assets will not be realized.

 

On December 22, 2017, the United States enacted new tax reform legislation which reduced the corporate tax rate to 21% effective for the tax year beginning January 1, 2018. Under Accounting Standards Codification 740, the effects of new tax legislation are recognized in the period which includes the enactment date. As a result, the deferred tax assets and liabilities existing on the enactment date must be revalued to reflect the rate at which these deferred balances will reverse. The corresponding adjustment would generally affect the income tax expense (benefit) shown on the Condensed Consolidated Statements of Operations. However, since the Company has a full valuation allowance applied against its deferred tax asset, there is no impact to the income tax expense for the six months ended June 30, 2019.

 

NOTE 12: RELATED PARTY TRANSACTIONS

 

ISB Development Corp.

 

The Company’s Note holder, ISB Development Corp, is owned and operated by a director of the Company. In January 2017, the Company’s Board of Directors approved the execution of the promissory note and security agreement (the “Note”) and subsequent amendments. See Note 8 for further discussion and disclosure associated with the Note.

 

NOTE 13: SUBSEQUENT EVENTS

 

As of July 31, 2019, the Company has closed on approximately $3,000,000 on the 2019 Common Stock Offering.

 

On August 8, 2019, the Company and ACM Alamosa DA LLC amended the Revolver to increase the Revolving Credit Commitments thereunder from $5,500,000 to $8,500,000.

 

Subsequent events were evaluated through September 20, 2019, the date the Condensed Consolidated Financial Statements were available to be issued.

 

F-20

 

 

GROUNDFLOOR FINANCE INC.

AND SUBSIDIARIES

 

Consolidated Financial Statements

 

December 31, 2018 and 2017

 

F-21

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Table of Contents

 

December 31, 2018 and 2017

 

Independent Auditors’ Report F-23
   
Consolidated Financial Statements  
   
Consolidated Balance Sheets F-24
   
Consolidated Statements of Operations F-25
   
Consolidated Statements of Stockholders’ (Deficit) Equity F-26
   
Consolidated Statements of Cash Flows F-27
   
Notes to Consolidated Financial Statements F-28

 

F-22

 

 

Independent Auditors’ Report

 

The Board of Directors

Groundfloor Finance Inc. and Subsidiaries

Atlanta, Georgia

 

We have audited the accompanying consolidated financial statements of Groundfloor Finance Inc. and Subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of operations, stockholders’ (deficit) equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

 

Management’s Responsibility for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors’ Responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Groundfloor Finance Inc. and Subsidiaries as of December 31, 2018 and 2017, and the consolidated results of their operations and their cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

 

Uncertainty Regarding Going Concern

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses and cash outflows from operations since its inception. Those conditions raise substantial doubt about its ability to continue as a going concern as of December 31, 2018. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

 

/s/ Hughes Pittman & Gupton, LLP

Raleigh, North Carolina

March 21, 2019

 

F-23

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

    December 31,  
    2018     2017  
Assets                
Current assets:                
Cash   $ 1,069,392     $ 1,354,170  
Loans to developers, net     38,761,717       18,899,485  
Interest receivable on loans to developers     1,821,073       1,354,533  
Other current assets     484,391       344,768  
Total current assets     42,136,573       21,952,956  
Property, equipment, software, website, and intangible assets, net     813,104       481,047  
Other assets     63,906       -  
Total assets   $ 43,013,583     $ 22,434,003  
Liabilities and Stockholders’ (Deficit) Equity                
Current liabilities:                
Accounts payable and accrued expenses   $ 2,493,158     $ 1,850,157  
Accrued interest on limited recourse obligations     1,372,474       1,133,008  
Limited recourse obligations, net     31,719,205       15,925,524  
Revolving credit facility     5,493,605       3,000,179  
Convertible notes     1,800,000       2,050,000  
Short-term notes payable     2,925,082       -  
Total current liabilities     45,803,524       23,958,868  
Other liabilities     60,765       -  
Long-term notes payable     -       1,699,259  
Total liabilities     45,864,289       25,658,127  
Commitments and contingencies (See Note 14)                
Stockholders’ (deficit) equity:                
Common stock, no par, 5,000,000 shares authorized, 1,732,585 and 1,136,406 issued and outstanding     6,125,264       56,834  
Series A convertible preferred stock, no par, 747,385 shares designated, 747,373 shares issued and outstanding (liquidation preference of $4,999,925)     4,962,435       4,962,435  
Series seed convertible preferred stock, no par, 568,796 shares designated, issued and outstanding (liquidation preference of $2,960,583)     2,609,091       2,609,091  
Additional paid-in capital     1,083,572       677,929  
Accumulated deficit     (17,630,508 )     (11,529,853 )
Stock subscription receivable     (560 )     (560 )
Total stockholders’ (deficit) equity     (2,850,706 )     (3,224,124 )
Total liabilities and stockholders’ (deficit) equity   $ 43,013,583     $ 22,434,003  

 

See accompanying notes to consolidated financial statements

 

F-24

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Consolidated Statements of Operations

 

    Year Ended December 31,  
    2018     2017  
Non-interest revenue:                
Origination fees   $ 1,183,583     $ 871,771  
Loan servicing revenue     988,203       509,939  
Total non-interest revenue     2,171,786       1,381,710  
Net interest income:                
Interest income     3,178,629       2,287,701  
Interest expense     (2,460,454 )     (1,921,693 )
Net interest income     718,175       366,008  
Net revenue     2,889,961       1,747,718  
Cost of revenue     (423,776 )     (251,431 )
Gross profit     2,466,185       1,496,287  
Operating expenses:                
General and administrative     1,736,515       1,102,137  
Sales and customer support     2,456,875       1,316,356  
Development     1,006,840       658,844  
Regulatory     193,538       457,844  
Marketing and promotions     2,169,567       1,338,635  
Total operating expenses     7,563,335       4,873,816  
Loss from operations     (5,097,150 )     (3,377,529 )
Interest expense     1,003,505       707,956  
Net loss   $ (6,100,655 )   $ (4,085,485 )

 

See accompanying notes to consolidated financial statements

 

F-25

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Consolidated Statements of Stockholders’ (Deficit) Equity

 

    Series A     Series Seed                                   Total  
    Convertible     Convertible           Additional           Stock     Stockholders’  
    Preferred Stock     Preferred Stock     Common Stock     Paid-in     Accumulated     Subscription     (Deficit)  
    Shares     Amount     Shares     Amount     Shares     Amount     Capital     Deficit     Receivable     Equity  
Stockholders’ equity as of December 31, 2016     747,373     $ 4,962,435       568,796     $ 2,609,091       1,131,070     $ 51,656     $ 497,866     $ (7,444,368 )   $ (560 )   $ 676,120  
Exercise of stock options     -       -       -       -       5,336       5,178       -       -       -       5,178  
Share-based compensation expense     -       -       -       -       -       -       180,063       -       -       180,063  
Net loss     -       -       -       -       -       -       -       (4,085,485 )     -       (4,085,485 )
Stockholders’ deficit as of December 31, 2017     747,373     $ 4,962,435       568,796     $ 2,609,091       1,136,406     $ 56,834     $ 677,929     $ (11,529,853 )   $ (560 )   $ (3,224,124 )
Shares issued in the 2018 Common Stock Offering, net of offering costs     -       -       -       -       468,764       4,562,634       -       -       -       4,562,634  
Shares issued in a private placement     -       -       -       -       125,000       1,500,000       -       -       -       1,500,000  
Exercise of stock options     -       -       -       -       2,415       5,796       -       -       -       5,796  
Share-based compensation expense and warrants     -       -       -       -       -       -       405,643       -       -       405,643  
Net loss     -       -       -       -       -       -       -       (6,100,655 )     -       (6,100,655 )
Stockholders’ deficit as of December 31, 2018     747,373     $ 4,962,435       568,796     $ 2,609,091       1,732,585     $ 6,125,264     $ 1,083,572     $ (17,630,508 )   $ (560 )   $ (2,850,706 )

 

See accompanying notes to consolidated financial statements

 

F-26

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

 

    Year Ended December 31,  
    2018     2017  
Cash flows from operating activities                
Net loss   $ (6,100,655 )   $ (4,085,485 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation and amortization     375,532       231,111  
Share-based compensation     281,143       160,063  
Noncash interest expense     73,388       69,676  
Loss (gain) on sale of real estate owned     7,963       -  
Origination of loans held for sale     (672,491 )     (3,151,503 )
Proceeds from sales of loans held for sale     672,491       3,151,503  
Conversion of beneficial interests     181,347       -  
Changes in operating assets and liabilities:                
Other current assets     41,492       7,058  
Interest receivable on loans to developers     (3,161,729 )     (689,160 )
Accounts payable and accrued expenses     731,383       894,862  
Accrued interest on limited recourse obligations     2,439,597       526,449  
Net cash used in operating activities     (5,130,539 )     (2,885,426 )
Cash flows from investing activities                
Loan payments to developers     (45,914,339 )     (25,104,481 )
Repayments of loans from developers     26,131,470       18,620,453  
Proceeds from sale of properties held for sale     1,818,857       -  
Purchases of computer equipment and furniture and fixtures     (220,489 )     (20,299 )
Payments of software and website development costs     (487,100 )     (292,052 )
Net cash used in investing activities     (18,671,601 )     (6,796,379 )
Cash flows from financing activities                
Proceeds from limited recourse obligations     43,135,416       28,032,146  
Repayments of limited recourse obligations     (28,997,881 )     (21,197,033 )
Payment of deferred financing costs     (10,000 )     (65,000 )
Borrowings from the revolving credit facility     37,369,522       23,876,708  
Repayments on the revolving credit facility     (34,870,261 )     (23,627,941 )
Proceeds from GROUNDFLOOR Notes     1,801,200       -  
Repayments from GROUNDFLOOR Notes     (520,100 )     -  
Proceeds from issuance of shares in the 2018 Common Stock Offering, less offering costs     4,103,670       -  
Proceeds from issuance of shares in a private placement     1,500,000       -  
Exercise of stock options     5,796       5,178  
Proceeds from issuance of restated subordinate convertible notes     -       2,050,000  
Proceeds from issuance of shareholder loan     -       2,000,000  
Repayments of shareholder loan     -       (250,000 )
Net cash provided by financing activities     23,517,362       10,824,058  
Net increase (decrease) in cash     (284,778 )     1,142,253  
Cash as of beginning of the period     1,354,170       211,917  
Cash as of end of the period   $ 1,069,392     $ 1,354,170  
Supplemental cash flow disclosures:                
Cash paid for interest   $ 650,528     $ 509,908  
Supplemental disclosure of noncash investing and financing activities:                
Loans to developers transferred to other real estate owned   $ 2,071,840     $ 234,825  
Write-down (recovery) of loans to developers, net and limited recourse obligations, net     438,660       44,015  
Write-down (recovery) of interest receivable on loans to developers and accrued interest on limited recourse obligations     195,240       42,759  
Conversion of convertible notes payable and accrued interest converted into common stock     277,617       -  
Reduction to allowance for loan to developers and limited recourse obligations     90,000       60,000  
Issued warrants in connection with the note payable     124,500       20,000  

   

See accompanying notes to consolidated financial statements

 

F-27

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

 

The terms "we," "our," or the "Company" refer to Groundfloor Finance Inc. and its subsidiaries. The Company was originally organized as a North Carolina limited liability company under the name of Fomentum Labs LLC on January 28, 2013. Fomentum Labs LLC changed their name to Groundfloor LLC on April 26, 2013, and converted into a North Carolina corporation on July 26, 2013. In connection with this conversion, all equity interests in Groundfloor LLC were converted into shares of GROUNDFLOOR Inc.’s common stock. In August 2014, GROUNDFLOOR Inc. converted into a Georgia corporation and changed their name to Groundfloor Finance Inc. The accounting effects of these conversions are reflected retrospectively in the Consolidated Financial Statements. Groundfloor Holdings GA, LLC is the holder of the Revolver, as defined in Note 7. Groundfloor Properties GA LLC was created for the purpose of financing real estate in Georgia. Groundfloor Real Estate 1 LLC was created for the purpose of financing real estate in nine states. Groundfloor Real Estate 2 LLC was created for the purpose of financing real estate in nine states. Groundfloor Real Estate, LLC is currently inactive and management does not have plans to use this entity in the near future.

 

The Company has developed an online investment platform designed to crowdsource financing for real estate development projects (the “Projects”). With this online investment platform (the “Platform”), public investors (the “Investors”) are able to choose between multiple Projects, and real estate developers (the “Developers”) of the Projects are able to obtain financing. GROUNDFLOOR’s financing model replaces traditional sources of financing for Projects with the aggregation of capital from Investors using the internet.

 

GROUNDFLOOR formed Groundfloor Properties GA LLC (“Groundfloor GA”) in August 2013 for the purpose of issuing nonrecourse promissory notes (“Georgia Notes”) corresponding to commercial real estate loans entered into by Groundfloor GA to residents of Georgia. Groundfloor GA began offering these investment opportunities to residents of Georgia through the Platform in November 2013.

 

Following the qualification of the Company’s first offering statement on Form 1-A on August 31, 2015, the Company began a multistate offering of limited recourse obligations (“LROs”) to Investors corresponding to commercial loans for real estate development projects financed by the Company. The Company does not intend to issue any additional Georgia Notes.

 

The Company believes this method of real estate financing has many advantages including reduced Project origination costs, lower interest rates for Developers, and attractive returns for Investors.

 

Basis of Presentation and Liquidity

 

The Company’s Consolidated Financial Statements include Groundfloor Finance Inc. and its wholly owned subsidiaries, Groundfloor Properties GA LLC; Groundfloor Real Estate, LLC; Groundfloor Holdings GA, LLC; Groundfloor Real Estate 1 LLC; and Groundfloor Real Estate 2, LLC (collectively the “Company” or “GROUNDFLOOR”). Intercompany transactions and balances have been eliminated upon consolidation.

 

The Company’s Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

 

Operations since inception have consisted primarily of organizing the Company, developing the technology, and securing financing. The accompanying Consolidated Financial Statements have been prepared on a basis which assumes that the Company will continue as a going concern. The Company has incurred losses and cash outflows from operations since its inception. The ultimate success of the Company is dependent on management’s ability to develop and market its products and services at levels sufficient to generate operating revenues in excess of expenses.

 

F-28

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Management evaluated the condition of the Company and has determined that until such sales levels can be achieved, management will need to secure additional capital to continue growing working capital and fund product development and operations.

 

Management intends to raise additional debt or equity financing to grow working capital and fund operations. Management believes the Company will obtain additional funding from current and new Investors in order to sustain operations. However, there are no assurances that the Company can be successful in obtaining the additional capital or that such financing will be on terms favorable or acceptable to the Company.

 

As of issuance date, the Company closed on approximately $1,500,000 in equity financing, see Note 15, “Subsequent Events.”

 

There is substantial doubt that the Company will continue as a going concern for at least 12 months following the date these Consolidated Financial Statements are issued, without additional financing based on the Company’s limited operating history and recurring operating losses.

 

The Consolidated Financial Statements do not include any adjustments that might result from the outcome of the uncertainties described in the Consolidated Financial Statements. In addition, the Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of assets nor the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 

Use of Estimates

 

The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue Recognition

 

Revenue primarily results from fees earned on the loans to the Developers (the “Loans”). Fees include “Origination fees” and “Loan servicing revenue” which are paid by the Developers.

 

Origination Fees

 

“Origination fees” are paid by the Developers for the work performed to facilitate the Loans. The amount to be charged is a percentage based upon the terms of the Loan, including grade, rate, term, and other factors. Origination fees range from 1.0% to 5.0% of the principal amount of a Loan. The origination fee is paid when the Loan is issued to the Developer and deducted from the gross proceeds distributed. A Loan is considered issued when the funds are transferred to the Developer’s account, which occurs through an Electronic Funds Transfer (“EFT”).

 

The origination fees are recognized as revenue ratably over the term of the Loan, while direct costs to originate Loans are recorded as expenses as incurred.

 

Loan Servicing Revenue

 

The loan servicing revenue is recognized by the Company, upon recovery, for costs incurred in servicing the Developer’s Loan, including managing payments to and from Developers and payments to Investors. The Company records loan servicing revenue as a component of revenue when collected.

 

F-29

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Whole Loan Sales

 

Under loan sale agreements, the Company sells all of its rights, title, and interest in certain loans. At the time of such sales, the Company simultaneously enters into loan servicing agreements under which it acquires the right to service the loans. The Company calculates a gain or loss on the whole loan sale, based on the net proceeds from the whole loan sale, minus the net investment in the loans being sold. All origination fees incurred in the origination process are recognized directly to Consolidated Statements of Operations and recorded to “Origination fees”.

 

Interest Income on Loans to Developers and Interest Expense on Limited Recourse Obligations

 

The Company recognizes “Interest income” on Loans and “Interest expense” on the corresponding Investor Georgia Notes (if issued by Groundfloor GA) or LROs (if issued by Groundfloor Finance Inc.) using the accrual method based on the stated interest rate to the extent the Company believes it to be collectable. For the purposes of these Consolidated Financial Statements, “Limited recourse obligations, net” refers to both Georgia Notes and LROs. Georgia Notes are securities that the Company has issued through its previously registered Georgia-exclusive securities offering, which has since been terminated. LROs are the Company’s currently registered securities. Both Georgia Notes and LROs represent similar obligations to the Company.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of December 31, 2018 and 2017. From time to time, the Company could maintain cash deposits in excess of federally insured limits. The Company believes credit risk related to its cash and cash equivalents to be minimal.

 

Each investor’s escrow account receives Federal Deposit Insurance Corporation (“FDIC”) insurance coverage on cash balances subject to normal FDIC coverage rules. Investor funds, whether committed through a LRO or held in escrow, are not included as a part of the Company’s cash balance.

 

Loans to Developers and Limited Recourse Obligations

 

“Loans to developers, net” and the corresponding “Limited recourse obligations, net”, used to fund the Loans are originally recorded at outstanding principal. The interest rate associated with a Loan is the same as the interest rate associated with the corresponding Georgia Notes or LROs.

 

The Company’s obligation to pay principal and interest on a Georgia Note or LRO is equal to the pro rata portion of the total principal and interest payments collected from the corresponding Loan. The Company obtains a lien against the property being financed and attempts reasonable collection efforts upon the default of a Loan. The Company is not responsible for repaying “Limited recourse obligations, net” associated with uncollectable “Loans to developers, net”. Amounts collected related to a Loan default are returned to the Investors based on their pro rata portion of the corresponding Georgia Notes or LROs, if applicable, less collection costs incurred by the Company.

 

The Investors may remit funds through the Company’s online portal prior to the actual Loan being closed. These funds are held in an escrow account controlled by a major bank and are not recognized as a LRO until the Loan is closed and funds are transferred to the Developer, which occurs through an EFT transaction. Each Investor escrow account receives FDIC insurance coverage on cash balances subject to normal FDIC coverage rules.

 

The Loan and corresponding LROs are recorded on the Company’s Consolidated Balance Sheets to “Loans to developers, net” and “Limited recourse obligations, net”, respectively, once the Loan has closed. Loans are considered closed after the promissory note for that Loan has been signed and the security interest has been perfected.

 

F-30

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Nonaccrual and Past Due Loans

 

“Interest income” is accrued on the outstanding principal balance. The accrual of interest on “Loans to developers, net” and corresponding “Limited recourse obligations, net” is discontinued when, in management’s opinion, the borrower may be unable to make payments as they become due, unless the Loan is well secured and in the process of collection. “Interest income” and “Interest expense” on the “Loans to developers, net” and the corresponding “Limited recourse obligations, net” are discontinued and placed on nonaccrual status at the time the Loan is 90 days delinquent unless the Loan is well secured and in process of collection. The “Loans to developers, net” and corresponding “Limited recourse obligations, net” are charged off to the extent principal or interest is deemed uncollectible. Non-accrual Loans and Loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. All interest accrued, but not collected for “Loans to developers, net” and “Limited recourse obligations, net” that are placed on nonaccrual or charged off, is reversed against “Interest income” and the corresponding LROs recorded “Interest expense”.

 

Interest income collected on nonaccrual Loans is applied against principal until the Loans are returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 

Impaired Loans

 

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreements. Impaired loans include Loans on nonaccrual status. When determining if the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement, the Company considers the borrower’s capacity to pay, which includes such factors as the borrower’s current financial position, an analysis of global cash flow sufficient to pay all debt obligations and an evaluation of secondary sources of repayment, such as collateral value and guarantor support. The Company individually assesses for impairment all nonaccrual Loans and all Loans in fundamental default. If a Loan is deemed impaired, a specific valuation allowance is allocated, if necessary, so that the Loan is reported net, at the present value of estimated future cash flows using the Loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis.

 

Allowance for Uncollectable Loans and Undeliverable Limited Recourse Obligations

 

Payments to holders of Georgia Notes or LROs, as applicable, depend on the payments received on the corresponding Loans; a reduction or increase of the expected future payments on Loans will decrease or increase the reserve for the associated Georgia Notes or LROs. The Company recognizes a reserve for uncollectable Loans and corresponding reserve for undeliverable Georgia Notes or LROs in an amount equal to the estimated probable losses net of recoveries. The allowance is based on management’s estimates and analysis of historical bad debt experience, existing economic conditions, current loan aging schedules, and expected future write-offs, as well as an assessment of specific, identifiable Developer accounts considered at risk or uncollectible. Expected losses and actual charge-offs on Loans are offset to the extent that the Loans are financed by Georgia Notes or LROs, as applicable, that effectively absorb the related Loan losses.

 

“Loans to developers, net” are presented net of a reserve for doubtful accounts of $500,000 and $640,000 as of December 31, 2018 and 2017, respectively. “Limited recourse obligations, net” are presented net of a reserve for doubtful accounts of $500,000 and $590,000 as of December 31, 2018 and 2017, respectively. As of December 31, 2017, $50,000 of the reserve for doubtful accounts is attributed to Loans funded directly by the Company, which have not been funded by Investors.

 

F-31

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Other Real Estate Owned

 

Foreclosed assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less estimated cost to sell. Any write-down to fair value at the time of transfer to foreclosed assets is charged to the allowance for loan losses. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Costs of improvements are capitalized up to the fair value of the property, whereas costs relating to holding foreclosed assets and subsequent adjustments to the value are charged to operations. 

 

Software and Website Development Costs

 

Internal use software and website development costs are capitalized when preliminary development efforts are successfully completed, it is probable that the project will be completed and the software will be used as intended. Internal use software and website development costs are amortized on a straight-line basis over the project’s estimated useful life, which is generally three years. Capitalized internal use software development costs consist of employee compensation and fees paid to third-party consultants who are directly involved in development efforts. Costs related to preliminary project activities and post implementation activities, including training and maintenance, are expensed as incurred. Costs incurred for upgrades and enhancements that are considered to be probable to result in additional functionality are capitalized. Development costs of the Company’s website incurred in the preliminary stages of development are expensed as incurred. Once preliminary development efforts are successfully completed, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use.

 

Property and Equipment

 

Property and equipment consists of computer equipment, furniture and fixtures, and office equipment. Property and equipment is stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the life of the lease or the useful life of the improvements. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are expensed as incurred.

 

F-32

 

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Depreciation is computed using the following estimated useful lives:

 

Computer equipment  3 years
Software and website development costs  3 years
Office equipment  5 years
Furniture and fixtures  5 years

 

Impairment of Long-Lived Assets

 

Long-lived assets, such as computer equipment, office equipment, furniture and fixtures, intangible assets, and software and website development costs, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for an amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

Intangible Assets

 

Intangible assets consist of acquired domain names. The Company recognized $2,000 in amortization expense during the years ended December 31, 2018 and 2017. Intangible assets are being amortized over a 15-year period, their estimated useful lives, on a straight-line basis.

 

Equity Offering Costs

 

The Company accounts for offering costs in accordance with Accounting Standard Codification (“ASC”), ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholders’ equity upon the completion of an offering or to expense if the offering is not completed. As of December 31, 2018, offering costs of $125,000 for the 2018 Common Stock Offering have been charged to stockholders’ equity.

 

Deferred Revenue

 

Deferred revenue consists of origination fee payments received in advance of revenue recognized.

 

Advertising Costs

 

The cost of advertising is expensed as incurred and presented within “Marketing and promotions” expenses in the Consolidated Statements of Operations. The Company incurred $700,000 and $476,000 in advertising costs during the years ended December 31, 2018 and 2017, respectively.

 

Rent Expense

 

The Company recognizes rent expense on a straight-line basis over the term of the lease. The difference between rent expense and rent paid is recorded as deferred rent in the Consolidated Balance Sheets. Rent expense is presented within “General and administrative” expenses in the Consolidated Statements of Operations. The Company incurred $139,445 and $66,000 in rent expense for office facilities during the years ended December 31, 2018 and 2017, respectively.

 

Share-Based Compensation

 

The Company accounts for share-based compensation using the fair value method of accounting which requires all such compensation to employees and nonemployees, including the grant of employee stock options or warrants, to be recognized in the Consolidated Statements of Operations based on its fair value at the measurement date. The expense associated with share-based compensation is recognized on a straight-line basis over the service period of each award.

 

F-33

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

 

Income Taxes

 

Deferred tax assets and liabilities are determined based on the temporary differences between the Consolidated Financial Statements carrying amounts and the tax basis of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates.

 

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

 

The determination of recording or releasing income tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. This assessment requires management to exercise significant judgment and make estimates with respect to its ability to generate taxable income in future periods.

 

Reclassification

 

Certain amounts in the December 31, 2017, Consolidated Financial Statements have been reclassified to conform to the December 31, 2018, presentation. These reclassifications had no effect on the year ended December 31, 2017, net loss, or December 31, 2017, accumulated deficit.

 

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which will be effective January 1, 2019, for the Company. The Company had the option to early adopt the ASU as of January 1, 2017. The guidance clarifies that revenue from contracts with customers should be recognized in a manner that depicts both the likelihood of payment and the timing of the related transfer of goods or performance of services. In March 2016, the FASB issued an amendment ASU 2016-12, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) to the new revenue recognition guidance clarifying how to determine if an entity is a principal or agent in a transaction. In April 2016 ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing and May 2016 ASU 2016-12, Revenue from Contracts with Customers: Scope Improvements and Practical Expedients, the FASB further amended the guidance to include performance obligation identification, licensing implementation, collectability assessment and other presentation and transition clarifications. The effective date and transition requirements for the amendments is the same as for ASU 2014-09. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic: 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which will be effective for the Company on January 1, 2019. The amendment changes the accounting for equity investments, changes disclosure requirements related to instruments at amortized cost and fair value, and clarifies how entities should evaluate deferred tax assets for securities classified as available for sale. Affected entities should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company is evaluating the impact that ASU 2016-01 will have on its Consolidated Financial Statements.

 

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Notes to Consolidated Financial Statements

 

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS (continued)

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize most leases on the balance sheet as a lease liability and corresponding right-of-use asset. The guidance is currently effective for the Company for the year ending December 31, 2020. The Company is currently evaluating the effect of this guidance on the Company’s Consolidated Financial Statements.

 

In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging – Contingent Put and Call Options in Debt Instruments (“ASU 2016-06”), which the Company has adopted as of December 31, 2017. The guidance clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendment is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The adoption of this amendment did not have a material effect on the Company’s Consolidated Financial Statements.

 

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; (c) forfeitures; and (d) classification on the Consolidated Statements of Cash Flows. The amendments are effective for nonpublic companies for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Company adopted this guidance in the year ended December 31, 2017. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace the current incurred loss approach with an expected loss model, referred to as the current expected credit loss (“CECL”) model. The new standard will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance-sheet credit exposures, which include, but are not limited to, loans, leases, held-to-maturity securities, loan commitments and financial guarantees. ASU 2016-13 simplifies the accounting for purchased credit-impaired debt securities and loans and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Upon adoption, ASU 2016-13 provides for a modified retrospective transition by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is effective. The Company is currently evaluating the impact this standard will have on the Company’s Consolidated Financial Statements.

 

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) and in November 2016 issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). The ASUs will be effective January 1, 2019, and amend the existing accounting standards for the statement of cash flows. The amendments provide guidance on the following nine cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; separately identifiable cash flows and application of the predominance principle; and restricted cash. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact that these standards will have on the Consolidated Statements of Cash Flows. However, the impact will depend on the facts and circumstances at the time of adoption of the new standards.

 

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GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS (concluded)

 

In May 2017, the FASB issued ASU 2017-09 Stock Compensation (Topic 718) – Scope of Modification Accounting (“ASU 2017-09”), which the Company has adopted as of December 31, 2017. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The adoption of this amendment did not have a material effect on the Company’s Consolidated Financial Statements.

 

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The standard is effective for the Company for the year ending December 31, 2019, with early adoption permitted. The Company is currently evaluating the impact that the implementation of this standard will have on the Company’s Consolidated Financial Statements

 

NOTE 3: LOANS TO DEVELOPERS, NET

 

The Company provides financing to borrowers for real estate-related loans. Real estate loans include loans for unoccupied single family or multifamily renovations costing between $20,000 and $2,000,000 over six months to a year.

 

The following table presents the carrying amount of “Loans to developers, net” by letter grade and performance state as of December 31, 2018 and 2017, respectively:

 

    Current     Workout     Fundamental
Default		     Total  
Loan grades:                                
A   $ 3,267,744     $ 293,473     $ -     $ 3,561,217  
B     7,073,701       668,100       141,150       7,882,951  
C     17,009,297       2,465,820       517,791       19,992,908  
D     7,140,347       263,555       228,000       7,631,902  
E     192,739       -       -       192,739  
F     -       -       -       -  
G     -       -       -       -  
Carrying amount as of December 31, 2018   $ 34,683,828     $ 3,690,948     $ 886,941     $ 39,261,717  

 

    Current     Workout     Fundamental
 Default		     Total  
Loan grades:                                
A   $ 1,833,134     $ 24,240     $ -     $ 1,857,374  
B     3,835,133       514,180       54,986       4,404,299  
C     8,072,685       1,519,531       230,188       9,822,404  
D     2,192,073       906,191       357,144       3,455,408  
E     -       -       -       -  
F     -       -       -       -  
G     -       -       -       -  
Carrying amount as of December 31, 2017   $ 15,933,025     $ 2,964,142     $ 642,318     $ 19,539,485  

 

F-36

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 3: LOANS TO DEVELOPERS, NET (continued)

 

Nonaccrual and Past Due Loans

 

A Loan is placed on nonaccrual status when, in management’s judgment, the collection of the interest income appears doubtful. “Interest receivable on loans to developers” that has been accrued and is subsequently determined to have doubtful collectability is charged to “Interest income” and the corresponding “Accrued interest on limited recourse obligations” that has been accrued and is subsequently determined to have doubtful collectability is charged to “Interest expense”. Interest income on Loans that are classified as nonaccrual is subsequently applied to principal until the Loans are returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Past due Loans are loans whose principal or interest is past due 30 days or more. As of December 31, 2018, the Company placed Loans of $3,033,000 recorded to “Loans to developers, net” on nonaccrual status.

 

The following table presents an analysis of past due Loans as of December 31, 2018 and 2017:

 

   Carrying
Amount		   Allowance for
Loan Losses		   Total 
Aging schedule:               
Current  $35,112,798   $40,000   $35,072,798 
Less than 90 days past due   2,404,830    50,000    2,354,830 
More than 90 days past due   1,744,089    410,000    1,334,089 
Total as of December 31, 2018  $39,261,717   $500,000   $38,761,717 

 

   Carrying
Amount		  

Allowance for
Loan Losses

   Total 
Aging schedule:               
Current  $15,753,075   $57,000   $15,696,075 
Less than 90 days past due   2,292,122    59,000    2,233,122 
More than 90 days past due   1,494,288    524,000    970,288 
Total as of December 31, 2017  $19,539,485   $640,000   $18,899,485 

 

Impaired Loans

 

The following is a summary of information pertaining to impaired loans as of December 31, 2018:

 

   Balance 
Nonaccrual loans  $2,146,000 
Fundamental default not included above   887,000 
Total impaired loans   3,033,000 
      
Interest income recognized on impaired loans  $400,000 

 

The following table presents an analysis of information pertaining to impaired loans as of December 31, 2018:

 

   Balance 
Principal loan balance  $3,495,120 
Recorded investment with no allowance   2,146,000 
Recorded investment with allowance   887,000 
Total recorded investment  $3,033,000 
      
Related allowance   500,000 
Average recorded investment  $230,000 

 

F-37

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 3: LOANS TO DEVELOPERS, NET (continued)

 

The following is a summary of information pertaining to impaired loans as of December 31, 2017:

 

   Balance 
Nonaccrual loans  $1,500,000 
Fundamental default not included above   640,000 
Total impaired loans   2,140,000 
      
Interest income recognized on impaired loans  $262,438 

 

The following table presents an analysis of information pertaining to impaired loans as of December 31, 2017:

 

   Balance 
Principal loan balance  $2,423,540 
      
Recorded investment with no allowance   640,000 
Recorded investment with allowance   1,500,000 
Total recorded investment  $2,140,000 
      
Related allowance   640,000 
Average recorded investment  $153,000 

 

F-38

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 3: LOANS TO DEVELOPERS, NET (continued)

 

Credit Quality Monitoring

 

The Company uses three performance states to better monitor the credit quality of outstanding loans. Outstanding loans are characterized as follows:

 

Current - This status indicates that no events of default have occurred, all payment obligations have been met or none are yet triggered.

 

Workout - This status indicates there has been one or more payment defaults on the Loan and the Company has negotiated a modification of the original terms that does not amount to a fundamental default.

 

Fundamental Default - This status indicates a Loan has defaulted and there is a chance the Company will not be able to collect 100% of the principal amount of the Loan by the extended payment date of the corresponding Georgia Notes or LROs. The Company has commenced a formal foreclosure process to secure the real estate property. 

 

The following table presents “Loans to developers, net” by performance state as of December 31, 2018 and 2017:

 

    Carrying
 Amount		     Allowance for
Loan Losses		     Loans to
Developers,
 Net		  
Performance states:                        
Current   $ 34,683,828     $ -     $ 34,683,828  
Workout     3,690,948       100,000       3,590,948  
Fundamental default     886,941       400,000       486,941  
Total as of December 31, 2018   $ 39,261,717     $ 500,000     $ 38,761,717  

 

    Carrying
Amount		     Allowance for
Loan Losses		     Loans to
Developers,
Net		  
Performance states:                        
Current   $ 15,933,025     $ -     $ 15,933,025  
Workout     2,964,142       330,000       2,634,142  
Fundamental default     642,318       310,000       332,318  
Total as of December 31, 2017   $ 19,539,485     $ 640,000     $ 18,899,485  

 

F-39

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 3: LOANS TO DEVELOPERS, NET (concluded)

 

Allowance for Loan Losses

 

The following table details activity in the allowance for loan losses for the years ended December 31, 2018 and 2017:

 

   Balance 
Balance, December 31, 2017  $640,000 
Allowance for loan loss   240,000 
Loans charged off   (380,000)
Outstanding as of December 31, 2018  $500,000 
Period-end amount allocated to:     
Loans individually evaluated for impairment  $400,000 
Loans collectively evaluated for impairment   100,000 
Balance, December 31, 2018  $500,000 
Loans:     
Individually evaluated for impairment  $887,000 
Collectively evaluated for impairment   2,146,000 
Balance, December 31, 2018  $3,033,000 

 

    Balance  
Balance, December 31, 2016   $ 700,000  
Allowance for loan loss     140,000  
Loans charged off     (200,000 )
Outstanding as of December 31, 2017   $ 640,000  
Period-end amount allocated to:        
Loans individually evaluated for impairment   $ 310,000  
Loans collectively evaluated for impairment     330,000  
Balance, December 31, 2017   $ 640,000  
Loans:        
Individually evaluated for impairment   $ 640,000  
Collectively evaluated for impairment     1,500,000  
Balance, December 31, 2017   $ 2,140,000  

 

F-40

 

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 4: OTHER CURRENT ASSETS

 

“Other current assets” at December 31, 2018 and 2017, consists of the following:

 

   2018   2017 
Other real estate owned (1)  $418,379   $234,825 
Unbilled servicing revenue   25,127    72,026 
Prepaid expenses   21,300    - 
Other   19,585    37,917 
Other current assets  $484,391   $344,768 

 

(1) During the year ended December 31, 2018 the Company transferred $2,071,840 from “Loans to developers, net” to “Other current assets”. Other real estate owned met the held for sale criteria and have been recorded at the lower of carrying amount or fair value less cost to sell. There was no impact to the Company’s Consolidated Statements of Operation from this transfer. The Company recorded a decrease of $439,000 to “Loans to developers, net” and an offsetting decrease to “Limited recourse obligations, net”.

 

NOTE 5: PROPERTY, EQUIPMENT, SOFTWARE, WEBSITE AND INTANGIBLE ASSETS, NET

 

“Property, equipment, software, website development costs, and intangible assets, net” at December 31, 2018 and 2017, consists of the following:

 

   2018   2017 
Software and website development costs  $1,304,993   $817,893 
Less: accumulated amortization   (725,255)   (396,466)
Software and website development costs, net  $579,738   $421,427 

 

   2018   2017 
Computer equipment  $96,165   $42,388 
Leasehold improvements   12,530    12,530 
Furniture and fixtures   134,548    11,090 
Office equipment   45,548    2,294 
Property and equipment   288,791    68,302 
Less: accumulated depreciation and amortization   (79,925)   (35,182)
Property and equipment, net  $208,866   $33,120 

 

   2018   2017 
Domain names  $30,000   $30,000 
Less:  accumulated amortization   (5,500)   (3,500)
Intangible assets, net  $24,500   $26,500 

 

Depreciation and amortization expense on “Property, equipment, intangible assets, software, and website development costs, net” for the years ended December 31, 2018 and 2017 was $375,532 and $231,111, respectively.

 

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GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 6: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

“Accounts payable and accrued expenses” at December 31, 2018 and 2017, consists of the following:

 

   2018   2017 
Trade accounts payable  $762,148   $834,785 
Deferred revenue   867,950    333,067 
Accrued interest expense   360,325    149,735 
Accrued employee compensation   80,243    202,242 
Accrued contractor compensation   -    184,569 
Other   422,492    145,759 
Accounts payable and accrued expenses  $2,493,158   $1,850,157 

 

F-42

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 7: REVOLVING CREDIT FACILITY

 

On November 1, 2016, the Company’s wholly owned subsidiary, Groundfloor Holdings GA, LLC, as borrower, entered into a revolving credit facility (the “Revolver”) with Revolver Capital, LLC. The credit agreement provided for revolving loans up to a maximum aggregate principal amount of $1,500,000. The Revolver will be used for bridge funding of underlying loans pending approval from the United States Securities and Exchange Commission (“SEC”).

 

On November 11, 2016, the Company entered into a First Amendment to the Credit Agreement (the “First Amendment”) which amended the existing Revolver dated November 1, 2016, among Groundfloor Holdings GA, LLC, as borrower, and Revolver Capital, LLC, as lender. Collateral security for the Revolver includes all property of the underlying loan, upon which a lien is created in favor of the lender. The First Amendment amended the Revolver to increase the Revolving Credit Commitments thereunder from $1,500,000 to $2,500,000. The other terms of the credit facility remain unchanged.

 

On December 21, 2016, the Company entered into a Second Amendment to the Credit Agreement (the “Second Amendment”) which amended the existing Revolver dated November 1, 2016, among Groundfloor Holdings GA, LLC, as borrower, and Revolver Capital, LLC, as lender. The Second Amendment amended the Revolver to increase the Revolving Credit Commitments thereunder from $2,500,000 to $3,500,000. The other terms of the credit facility remain unchanged.

 

On April 7, 2017, the Company entered into a Third Amendment to the Credit Agreement (the “Third Amendment”) which amended the existing credit agreement dated November 1, 2016, among Groundfloor Holdings GA, LLC, as borrower, and Revolver Capital, LLC, as lender. The Third Amendment amended the credit agreement to increase the Revolving Credit Commitments thereunder from $3,500,000 to $4,500,000. In connection with the Third Amendment the Company paid a $10,000 commitment fee, which is capitalized and amortized over a twelve-month period. The other terms of the credit facility remain unchanged.

 

On April 4, 2018, the Credit Agreement dated as of November 1, 2016, as amended by the First Amendment as of November 11, 2016, the Second Amendment dated as of February 22, 2017 and the Third Amendment dated as of April 7, 2017, was assigned to ACM Alamosa DA LLC. The Company and the lender agreed to amend and restate the Original Credit Agreement in its entirety. The other terms of the credit facility remain unchanged.

 

On September 18, 2018, the Company increased the Revolving Credit Commitments thereunder from $4,500,000 to $5,500,000. In connection with the increase the Company paid a $10,000 commitment fee, which is capitalized and amortized over a twelve-month period. The other terms of the credit facility remain unchanged.

 

The Revolver maturity date is April 4, 2019. The Company has the option to request and the lender may, in its sole discretion, elect to extend the maturity date.

 

As of December 31, 2018, the Company had $0 of available borrowings and $5,500,000 outstanding under the Revolver as presented within Revolving credit facility on the Consolidated Balance Sheets. As of December 31, 2018, the Company reflected $6,667 of deferred financing costs related to the Revolver as a reduction to the Revolving credit facility in the Consolidated Balance Sheets. As of December 31, 2017, the Company reflected $833 of deferred financing costs related to the Revolver as a reduction to the Revolving credit facility in the Consolidated Balance Sheets. Amortization of these costs was $4,166 and $45,000 for the years ended December 31, 2018 and 2017, respectively. Accrued interest on the Revolver, presented within “Accounts payable and accrued expenses” in the Company’s Consolidated Balance Sheets, was $111,288 and $34,032 at December 31, 2018 and 2017, respectively.

 

The Revolver contains certain affirmative and negative covenants, including financial and other reporting requirements. The Company is in compliance with all such covenants at December 31, 2018.

 

F-43

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 8: CONVERTIBLE NOTES

 

From March 2017 to May 2017, the Company issued subordinated convertible notes (the “Subordinated Convertible Notes”) to Investors for total proceeds of $825,000. The Subordinated Convertible Notes bear interest at the rate of 8% per annum. The outstanding principal and all accrued but unpaid interest was due and payable on the earlier of September 24, 2018, or the consummation of a sale of the Company by consolidation, merger, change of majority ownership, or sale or other disposition of all or substantially all of the assets of the Company (the “Maturity Date”). In the event of a closing of a preferred stock financing with gross proceeds of at least $8,000,000 (“Qualified Preferred Financing”) prior to the Maturity Date, the outstanding principal and all accrued but unpaid interest may be converted into shares of preferred stock issued in the financing at a price per share equal to 75% of the price per share of the Qualified Preferred Financing. In the event of a closing of a common stock financing with gross proceeds of at least $3,000,000 (“Qualified Common Financing”) prior to the Maturity Date, the outstanding principal and all accrued but unpaid interest may be converted into shares of common stock issued in the financing at a price per share equal to 90% of the price per share of the Qualified Common Financing. The indebtedness represented by the Subordinated Convertible Notes is subordinated in all respects to the principal of (and premium, if any), unpaid interest on and amounts reimbursable, fees, expenses, costs of enforcement, and other amounts due in connection with the Revolver and the Note. On October 27, 2017, the amended and restated subordinated convertible note agreement and the note amendment agreement amended the subordinated convertible note purchase agreement dated March 24, 2017, and Subordinated Convertible Notes issued thereunder (as amended, the “Restated Subordinated Convertible Notes”), respectively. Pursuant to the Restated Subordinated Convertible Notes, the outstanding principal and all accrued but unpaid interest is due and payable on the earlier of September 30, 2019, or the consummation of a sale of the Company by consolidation, merger, change of majority ownership, or sale or other disposition of all or substantially all of the assets of the Company (the “New Maturity Date”). The interest rate of 8% per annum remained unchanged.

 

From October 2017 to December 2017, the Company issued Restated Subordinated Convertible Notes to Investors for total proceeds of $1,225,000. The outstanding principal and all accrued but unpaid interest is due and payable on the New Maturity Date. In the event of a closing of a Qualified Financing prior to the New Maturity Date, the outstanding principal and all accrued but unpaid interest would become automatically converted into shares of stock issued in the financing at a price per share equal to 75% of the price per share of the financing. The indebtedness represented by the Restated Subordinated Notes is subordinated in all respects to the principal of (and premium, if any), unpaid interest on and amounts reimbursable, fees, expenses, costs of enforcement, and other amounts due in connection with the Revolver and the Note.

 

In 2018, a Restated Subordinated Convertible Notes holder converted their shares upon closing the 2018 Common Stock Offering, which qualified as a Qualified Common Financing. The noteholder converted $250,000 in principal and $27,617 in accrued interest at a 10% discount into 30,847 shares of common stock. The Company recorded $30,847 to interest expense as a result of the beneficial conversion.

 

Accrued interest on the Restated Subordinated Convertible Notes, presented within “Accounts payable and accrued expenses” in the Company’s Consolidated Balance Sheets, was $186,426 and $52,592 at December 31, 2018 and 2017, respectively.

 

F-44

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 9: NOTES PAYABLE

 

On January 11, 2017, the Company entered into a promissory note and security agreement (the “Note”) for a principal sum of $1,000,000. We paid an origination fee of $10,000 concurrently with the funding of the principal of the Note. We subsequently entered into an amendment to the Note extending the payment schedule for a $5,000 amendment fee, a second amendment increasing the principal amount outstanding to $2,000,000 for a $30,000 amendment fee and a third amendment further extending the repayment schedule among other terms described below for a $10,000 amendment fee. The amendment fees were deferred and amortized over the life of the Note.

 

The Note incurs interest at a rate of 8.0% per annum from January 11, 2017 until September 30, 2017, and 14.0% per annum from October 1, 2017, until payment in full of the Note, in each case calculated on the basis of a 360-day year for the actual number of days elapsed. The Note must be repaid as follows: (i) $250,000, plus accrued but unpaid interest thereon, was due and payable on June 30, 2017; (ii) $250,000, plus any accrued but unpaid interest thereon, is due and payable on March 31, 2019; (iii) $500,000, plus any accrued but unpaid interest thereon, is due and payable on June 30, 2019; (iv) $500,000, plus any accrued but unpaid interest thereon, is due and payable on September 30, 2019; and (v) any remaining outstanding principal amount, plus any remaining accrued but unpaid interest, is due and payable on December 31, 2019.

 

The Note includes certain financial covenants related to the Company’s quarterly financial results and operating capital. The Note is subject to customary event of default provisions. Upon the occurrence of any event of default, the interest rate under the Note shall increase by 7.0%. As collateral security for the Note, the Company granted first priority security interest in all of its assets, subject to certain exceptions. Among other things, the security interest specifically excludes (i) any assets serving as collateral for the Company’s Revolver; (ii) any Loans for which a series of LROs has been issued, regardless of whether such Loans and corresponding series of LROs have been originated and issued by the Company or one of its subsidiaries; and (iii) the equity interest in any subsidiary formed by the Company for the sole purpose of issuing Loans and corresponding series of LROs.

 

In connection with the third amendment to the Note, the Company agreed to issue a warrant for the purchase of shares of the Company’s common stock on the first day of each quarter commencing on October 1, 2017, until the Note is repaid in full for the purchase of the following number of shares: (i) for each quarter until and including the first quarter of 2019, 4,000 shares of common stock; (ii) for the second quarter of 2019, 3,500 shares of common stock; (iii) for the third quarter of 2019, 2,300 shares of common stock; and (iv) for the fourth quarter of 2019, 1,100 shares of common stock. The exercise price of the warrants issued on the Note in connection with the third amendment to the Note is $2.40.

 

As of December 31, 2018, the principal sum of $1,750,000 remains outstanding and is presented in “Short-term notes payable” on the Company’s Consolidated Balance Sheets net of deferred financing fees of $15,370, and debt discount of $90,648, amortizable over the amended term of the Note. Amortization of these costs was $69,222 for the year ended December 31, 2018. As of December 31, 2017, the principal sum of $1,750,000 was outstanding and is presented in “Long-term notes payable” on the Company’s Consolidated Balance Sheets net of deferred financing fees of $30,741, and debt discount of $20,000, amortizable over the amended term of the Note. Amortization of these costs was $24,676 for the year ended December 31, 2017.

 

Accrued interest on the Note, presented within “Accounts payable and accrued expenses” in the Company’s Consolidated Balance Sheets, was $62,611 and $63,111 at December 31, 2018 and 2017, respectively.

 

The Note includes financial covenants that may trigger events of default or principal acceleration. The Company failed to comply with all the financial covenants during the year-end December 31, 2018. Prior to the filing date of the Consolidated Financial Statements, the Company secured a waiver to prevent a default event and principal acceleration.

 

F-45

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 9: NOTES PAYABLE (concluded)

 

In 2018, the Company entered into various secured promissory notes, (the “GROUNDFLOOR Notes”), with accredited Investors. The GROUNDFLOOR Notes are used for the purpose of the Company to originate, buy, and service loans for the purpose of building, buying, or rehabilitating single family and multifamily structures, or buying land, for commercial purposes. The GROUNDFLOOR Notes are issued and secured by the assets of Groundfloor Real Estate 1 LLC, a wholly owned subsidiary of Groundfloor Finance, Inc. As collateral security for GROUNDFLOOR Notes, the Company granted first priority security interest in all the loan assets of its wholly owned subsidiary, Groundfloor Real Estate 1 LLC, subject to certain exceptions. During the year-end December 31, 2018, there were ten notes entered into ranging in interest rates of 3.25% to 5.5% and terms of 30 and 90 days. As of December 31, 2018, the principal sum of $1,281,100 remains outstanding and is presented in “Short-term notes payable” on the Company’s Consolidated Balance Sheets.

 

Accrued interest on the GROUNDFLOOR Notes, presented within “Accounts payable and accrued expenses” in the Company’s Consolidated Balance Sheets, was $4,100 at December 31, 2018.

 

NOTE 10: STOCKHOLDERS’ (Deficit) EQUITY

 

Capital Structure

 

Authorized Shares - As of December 31, 2018, the Company is authorized to issue 5,000,000 shares of no par value common stock and 1,316,181 shares of no par value preferred stock. The preferred stock has been designated as Series A Preferred Stock (the “Series A”), consisting of 747,385 shares, and Series Seed Preferred Stock (the “Series Seed”), consisting of 568,796 shares (collectively, “Preferred Stock”).

 

Common Stock Transactions

 

In February 2018, the Company launched an offering of its common stock under Tier 2 of Regulation A pursuant to an offering statement on Form 1-A qualified by the SEC (the “2018 Common Stock Offering”). The Company offered up to 500,000 shares of common stock at $10 per share, with a minimum investment of $100, or ten shares of common stock. The aggregate initial offering price of the common stock will not exceed $5,000,000 in any 12-month period, and there is no minimum offering amount. The Company may issue up to 30,000 additional bonus shares. The 2018 Common Stock Offering closed on July 31, 2018. During the 2018 Common Stock Offering, the Company issued 437,917 shares of common stock for gross proceeds of $4,228,670. The Company incurred offering costs of $125,000 related to the 2018 Common Stock Offering. During the year ended December 31, 2018, the Company recorded $150,500 in beneficial interest related to the bonus shares issued in connection with the 2018 Common Stock Offering to “General and administrative” in the Company’s Consolidated Statement of Operations. In conjunction with the 2018 Common Stock Offering, the Company converted one noteholder’s outstanding restated subordinated convertible notes payable and accrued interest totaling $277,617 into 30,847 shares of common stock.

 

In October 2018, the Company entered into a common stock purchase agreement for private placement of 125,000 shares of the Company’s common stock for gross proceeds of $1,500,000.

 

F-46

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 10: STOCKHOLDERS’ (Deficit) EQUITY (concluded)

 

Preferred Stock Transactions

 

Series A

 

During 2015, the Company issued 709,812 shares of Series A to Investors for total proceeds of $4,748,705. In conjunction with the equity issuance, the Company converted all outstanding promissory notes payable and accrued interest totaling $251,295 into 37,561 shares of Series A.

 

Series Seed

 

During 2015 and 2014, the Company issued 201,146 and 91,259 shares, respectively, to Investors for total proceeds of $1,047,000 and $475,000. In conjunction with the equity issuance in 2014, the Company converted all outstanding convertible notes payable and accrued interest totaling $1,098,388 into 276,391 shares of Series Seed.

 

Voting - The holders of Preferred Stock are entitled to one vote for each share of common stock into which the preferred shares are convertible.

 

Liquidation - Upon any liquidation, dissolution, or winding up of the Company, the holders of Series A shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of common stock or Series Seed, an amount per share equal to the greater of: i) the Series A original issue price of $6.69 per share, plus any dividends declared but unpaid, and ii) such amount per share as would have been payable had all shares of Series A been converted into common stock immediately prior to such liquidation, dissolution, or winding up. If the available assets are insufficient to pay the holders of shares of Series A the full amount to which they shall be entitled, then all of the available assets shall be distributed to the holders of the Series A pro rata in accordance with their ownership thereof.

 

After payment in full of the Series A preference amount, the Series Seed stockholders are entitled to a liquidation preference equal to the greater of: i) the Series Seed original issue price of $5.205 per share, plus any dividends declared but unpaid, or ii) such amount per share as would have been payable had all shares of Series Seed been converted into common stock immediately prior to such liquidation, dissolution, or winding up. If the available assets are insufficient to pay the holders of shares of Series Seed the full amount to which they shall be entitled, then all of the available assets shall be distributed to the holders of the Series Seed pro rata in accordance with their ownership thereof. Any assets remaining after such preferential distribution shall be distributed to holders of the common stock.

 

Conversion - Shares of Preferred Stock are convertible into shares of common stock at the option of the holder at any time. The number of common stock shares for Preferred Stock can be determined by dividing the original issue price by the then-effective conversion price.

 

Mandatory Conversion - All outstanding shares of Preferred Stock shall automatically be converted into shares of common stock upon the closing of the sales of shares of common stock to the public, with gross proceeds to the Company of at least $30,000,000. All outstanding shares of Series A shall automatically be converted into shares of common stock by the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the then outstanding shares of Series A, voting as a single class. All outstanding shares of Series Seed shall automatically be converted into shares of common stock by the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the then outstanding shares of Series Seed, voting as a single class.

 

Dividends - All dividends shall be declared pro rata on the common stock and Preferred Stock on a pari passu basis according to the numbers of common stock held by such holders on an as converted basis.

 

F-47

 

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 11: STOCK OPTIONS AND WARRANTS

 

Stock Options

 

In August 2013, the Company adopted the 2013 Stock Option Plan (the “Plan”). The Plan provides incentives to eligible employees, officers, and directors in the form of incentive stock options, non-qualified stock options, and restricted stock awards. During the year ended December 31, 2018, the Company increased the shares available for common stock issuance under the Plan by 150,000. As of December 31, 2018 the Company reserved a total of 400,000 shares of common stock for issuance under the Plan. Of these shares, 65,004 shares are available for future stock option grants as of December 31, 2018.

 

The Board of Directors has the authority to administer the Plan and determine, among other things, the interpretation of any provisions of the Plan, the eligible employees who are granted options, the number of options that may be granted, vesting schedules, and option exercise prices. The Company’s stock options have a contractual life not to exceed ten years. The Company issues new shares of common stock upon exercise of stock options.

 

Due to limited historical data, the Company estimates stock price volatility based on the actual volatility of comparable publicly traded companies over the expected life of the option. The expected term represents the average time that options that vest are expected to be outstanding. The expected term for options granted to non-employees is the contractual life. The risk-free rate is based on the United States Treasury yield curve for the expected life of the option.

 

Management used the Black-Scholes-Merton option pricing model to determine the fair value of options issued during the years ended December 31, 2018 and 2017.

 

The assumptions used to calculate the fair value of stock options granted are as follows:

 

For the Year Ended December 31, 2018  Non-
Employees		   Employees 
Estimated dividend yield   -%   -%
Expected stock price volatility   55.0%   50.0%
Risk-free interest rate   3.0%   2.8%
Expected life of options (in years)   10.0    6.25 
Weighted-average fair value per share  $6.71   $5.65 

 

For the Year Ended December 31, 2017  Non-
Employees		   Employees 
Estimated dividend yield   -%   -%
Expected stock price volatility   52.3%   50.0%
Risk-free interest rate   1.8%   2.0%
Expected life of options (in years)   10.0    5.9 
Weighted-average fair value per share  $4.67   $4.48 

 

F-48

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 11: STOCK OPTIONS AND WARRANTS (continued)

 

The following summarizes the stock option activity for the years ended December 31, 2018 and 2017:

 

   Shares   Weighted-
Average
Exercise
Price		   Weighted-
Average
Remaining
Contractual
Term		  

Aggregate

Intrinsic

Value

 
Outstanding as of December 31, 2016   173,463   $1.64           
Exercised   (5,336)   0.97           
Terminated   (23,894)   2.40           
Granted   90,050    2.40           
Outstanding as of December 31, 2017   234,283   $1.88           
Exercised   (2,415)   2.40           
Terminated   (10,419)   4.81           
Granted   98,476    10.41           
Outstanding as of December 31, 2018   319,925   $4.40    7.7   $2,431,000 
Exercisable as of December 31, 2018   209,601    2.10    6.8   $2,075,000 
Expected to vest after December 31, 2018   110,324    8.77    9.4   $356,000 

 

The following table summarizes certain information about all stock options outstanding as of December 31, 2018:

 

Exercise Price   Number of Options
Outstanding		   Weighted-Average
Remaining
Contractual Life (In
Years)		   Number of Options
Exercisable		 
$0.67    64,000    5.0    64,000 
 1.87    51,857    6.6    50,940 
 2.40    103,092    8.4    77,585 
 3.99    10,000    5.8    10,000 
 10.00    55,475    9.6    4,574 
 12.00    35,501    10.0    2,502 
      319,925         209,601 

 

As of December 31, 2018, there was approximately $554,000 of total unrecognized compensation cost related to stock option arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.2 years. The total intrinsic value of stock option awards exercised was approximately $23,000 during the fiscal year ended December 31, 2018.

 

The Company recorded $53,395 and $42,308 in non-employee and $191,748 and $89,314 in employee share-based compensation expense during 2018 and 2017, respectively.

 

F-49

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 11: STOCK OPTIONS AND WARRANTS (concluded)

 

Warrants

 

The Company issued 11,175 warrants during the year ended December 31, 2017, for the purchase of common stock. The warrants are exercisable immediately at $2.40 or $6.69 with a contractual term of ten years. The estimated fair value of the warrants was approximately $48,441 when issued. The fair value was calculated using the Black-Scholes-Morton pricing model with the following weighted-average assumptions yielding a weighted average fair value of $4.33: risk-free interest rate of 2.1%, expected life of ten years, dividend yields of 0% and volatility factor of 55.0%.

 

The Company issued 16,000 warrants during the year ended December 31, 2018, for the purchase of common stock. The warrants are exercisable immediately at $2.40 with a contractual term of ten years. The estimated fair value of the warrants was approximately $124,500 when issued. The fair value was calculated using the Black-Scholes-Morton pricing model with the following weighted-average assumptions yielding a weighted average fair value of $7.79, risk-free interest rate of 2.9%, expected life of ten years, dividend yields of 0%, and volatility factor of 55.0%.

 

Of the warrants issued during the year ended December 31, 2018, 16,000 were issued in conjunction with the Note. The warrants were recorded for $124,500 as a debt discount to “Long-term notes payable” and corresponding increase in “Additional paid-in capital” and will be amortized to interest expense over the estimated term of the Note. Of the warrants issued during the year ended December 31, 2017, 4,000 were issued in conjunction with the Note. The warrants were recorded for $20,000 as a debt discount to “Long-term notes payable” and corresponding increase in “Additional paid-in capital” and will be amortized to interest expense over the estimated term of the Note. The Company recognized interest expense of $53,852 and $28,441 during the years ended December 31, 2018 and 2017, respectively.

 

Additionally, the Company recognized $36,000 in share-based compensation expense during 2018 related to warrants issued in a prior period. The fair value was calculated using the Black-Scholes-Morton pricing model with the following weighted-average assumptions yielding a weighted average fair value of $2.39, risk-free interest rate of 2.08%, expected life of ten years, dividend yields of 0%, and volatility factor of 51.2%.

 

None of the warrants have been exercised as of December 31, 2018.

 

NOTE 12: INCOME TAXES

 

On December 22, 2017, the United States enacted new tax reform legislation which reduced the corporate tax rate to 21% effective for the tax year beginning January 1, 2018.  Under ASC 740, the effects of new tax legislation are recognized in the period which includes the enactment date.  As a result, the deferred tax assets and liabilities existing on the enactment date must be revalued to reflect the rate at which these deferred balances will reverse.  The corresponding adjustment would generally affect the income tax expense (benefit) shown on the Consolidated Statements of Operations.  However, since the Company has a full valuation allowance applied against its deferred tax asset, there is no impact to the income tax expense for the year ended December 31, 2018.

 

F-50

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 12: INCOME TAXES (concluded)

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company’s deferred income tax assets and liabilities as of December 31, 2018 and 2017, are as follows:

 

   2018   2017 
Deferred income tax assets and liabilities:          
Net operating loss carryforwards  $4,473,000   $2,887,000 
Accrued expenses   21,000    101,000 
Share-based compensation   82,000    45,000 
Accrued interest   94,000    39,000 
Research and development credit   25,000    25,000 
Depreciation and amortization   (31,000)   (30,000)
Valuation allowance   (4,664,000)   (3,067,000)
   $-   $- 

 

The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such asset. The valuation allowance increased by approximately $1,597,000 and $279,000, respectively, during the years ended December 31, 2018 and 2017.

 

As of December 31, 2018, the Company has federal and state net operating loss carryforwards of approximately $17,204,000 available to offset future federal and state taxable income, which begin to expire in 2033 and 2028. The Tax Reform Act of 1986 contains provisions which limit the ability to utilize the net operating loss carryforwards in the case of certain events, including significant changes in ownership interests. If the Company’s net operating loss carryforwards are limited, and the Company has taxable income which exceeds the permissible yearly net operating loss carryforwards, the Company would incur a federal income tax liability even though net operating loss carryforwards would be available in future years.

 

Income taxes computed at the statutory federal income tax rate are reconciled to the provision for income tax expense for 2018 and 2017 as follows:

 

    2018     2017  
    Amount     % of Pre-Tax
Earnings		     Amount     % of Pre-Tax
Earnings		  
Income tax expense (benefit) at statutory rate   $ (1,281,000 )     (21.0 )%   $ (1,389,000 )     (34.0 )%
Deferred tax impact of enacted tax rate and law changes     -       - %     1,443,000       35.3 %
State taxes (net of federal benefit)     (278,000 )     (4.6 )%     (186,000 )     (4.6 )%
Non-deductible expenses     (38,000 )     (0.6 )%     (147,000 )     (2.6 )%
Change in valuation allowance     1,597,000       26.2 %     279,000       5.9 %
Provision for income tax expense   $ -       0.0 %   $ -       0.0 %

 

The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2018 and 2017, the Company had no accrued interest related to uncertain tax positions.

 

F-51

 

 

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

NOTE 13: RELATED PARTY TRANSACTIONS

 

ISB Development Corp.

 

The Company’s Note holder, ISB Development Corp, is owned and operated by a director of the Company. In January 2017, the Company’s Board of Directors approved the execution of the promissory note and security agreement (the “Note”) and subsequent amendments. See Note 9 for further discussion and disclosure associated with the Note.

 

Del Oro Rock LLC

 

In August 2017, the Company launched its new whole loan sale program. In connection with the new program, the Company sold a Loan at par to Del Oro Rock LLC for $350,000. Del Oro Rock LLC is owned and operated by a member of management and stockholder of the Company.

 

In October 2017, the Company issued 7,550 warrants to Del Oro Rock LLC. The warrants were issued as a part of the Company’s Cornerstone Investor Program. A cornerstone investor is expected to participate in LROs at an agreed upon amount. The Company recorded $28,441 to “Additional paid-in capital” and share-based compensation expense during the year ended December 31, 2017.

 

NOTE 14: COMMITMENTS AND CONTINGENCIES

 

The Company has a noncancelable operating lease agreement for office space. The lease contains a renewal option within 67 months of the commencement date of September 2018. Rent expense for operating leases, which has escalating rents over the term of the lease, is recorded on a straight-line basis over the minimum lease terms. Rent expense under the operating lease was $60,766 during the year ended December 31, 2018.

 

As of December 31, 2018, the approximate amounts of the annual future minimum lease payments under noncancelable operating leases obligations are as follows:

 

   Balance 
Years ending December 31,     
2019  $172,329 
2020   265,261 
2021   273,219 
2022   281,416 
2023   289,858 
Thereafter   98,777 
   $1,380,860 

 

NOTE 15: SUBSEQUENT EVENTS

 

On February 12, 2018, the United States Securities and Exchange Commission issued a Notice of Qualification of the Company’s Offering Circular. On January 14, 2019 and on February 25, 2019, the Company filed amendments to this offering circular raising the price to $13.50 and $15.00 respectively. As of March 21, 2019 the Company has sold approximately $1,500,000 comprising of securities sold through the qualified offering circular, and securities sold through exemptions. The Company may sell additional securities through 2019.

 

Subsequent events were evaluated through March 21, 2019, the date the Consolidated Financial Statements were available to be issued.

 

Except as expressly set forth herein, the Company’s offering of Groundfloor Limited Recourse Obligations, as described in the Offering Circular, as amended or otherwise supplemented by the Company’s public reports filed with the Securities and Exchange Commission and available at the Commission’s website, www.sec.gov, which the Company incorporates by reference in the Offering Circular, remains unchanged.

 

F-52

 

 

PART III — EXHIBITS

 

Exhibit Index

 

            Incorporated by Reference
Exhibit
Number		  

Exhibit Description

(hyperlink)

  

Filed

Herewith

   Form   File No.   Exhibit

 

 

 Filing Date
                         
2.1   Groundfloor Finance Inc. Second Amended and Restated Articles of Incorporation       1-A/A   024-10496   2.1   November 25, 2015
                         
2.2   Groundfloor Finance Inc. Bylaws       1-A/A   024-10440   2.2   July 1, 2015
                         
3.1   Amended and Restated Investors’ Rights Agreement       1-A/A   024-10496   3.1   November 25, 2015
                         
3.2   Form of Investor Agreement       1-A/A   024-10753   3.2   November 1, 2018
                         
3.3   Preferred Stock Voting Agreement       1-A/A   024-10753   3.3   November 30, 2017
                         
4.1   Standard Form of LRO Agreement (incorporated by reference from the Offering Circular)       1-A/A   024-10496   N/A   October 22, 2018
                         
6.1   Executive Employment Agreement with Brian Dally dated November 19, 2014       1-A/A   024-10440   6.1   July 1, 2015
                         
6.2   Executive Employment Agreement with Nikhil Bhargava dated November 19, 2014       1-A/A   024-10440   6.2   July 1, 2015
                         
6.3   2013 Stock Option Plan       1-A/A   024-10440   6.6   July 1, 2015
                         
6.4   Option Award Agreement for Michael Olander Jr.       1-A/A   024-10440   6.8   July 1, 2015
                         
6.5   Option Award Agreement for Richard Tuley        1-A    024-10488    6.11    October 7, 2015
                         
6.6   Option Award Agreement for Bruce Boehm        1-A   024-10488     6.12    October 7, 2015
                         
6.7   Series Seed Preferred Stock Purchase Agreement       1-A/A   024-10440   3.1   July 1, 2015
                         
6.8   Series A Preferred Stock Purchase Agreement       1-A/A   024-10496   6.18   November 25, 2015
                         
6.9   Right of First Refusal and Co-Sale Agreement       1-A/A   024-10496   6.19   November 25, 2015
                         
6.10   Promissory Note and Security Agreement, as amended       1-A POS   024-10496   6.10   October 18, 2017
                         
6.11   Form of Loan Agreement       1-A/A   024-10440   6.14   July 1, 2015
                         
6.12   Form of Promissory Note       1-A/A   024-10440   6.15   July 1, 2015
                         
6.13   Loan Purchase Agreement with Harvest Residential Loan Acquisition, LLC       1-A/A   024-10758   6.11   January 22, 2018
                         
6.14   Servicing Agreement with Harvest Residential Loan Acquisition, LLC       1-A/A   024-10758   6.12   January 22, 2018
                         
11.1   Consent of Hughes Pitman & Gupton, LLP       1-A/A   024-10753   11.1   April 17, 2019
                         
11.2   Consent of Robbins Ross Alloy Belinfante Littlefield LLC (included as part of Exhibit 12.1)   X                
                         
12.1   Opinion of Robbins Ross Alloy Belinfante Littlefield LLC   X                

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 16, 2019.

 

  GROUNDFLOOR FINANCE INC.
     
  By: /s/ Nick Bhargava
  Name: Nick Bhargava
  Title: Executive Vice President, Secretary and Acting Chief Financial Officer

 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
*  

President, Chief Executive Officer and Director (Principal Executive Officer)

 

   December 16, 2019
Brian Dally      
         
/s/ Nick Bhargava  

Executive Vice President, Secretary, Acting Chief Financial Officer and Director (Principal Financial and Accounting Officer)

 

   December 16, 2019
Nick Bhargava      
         
*   Director   December 16, 2019
Sergei Kouzmine        
         
*   Director   December 16, 2019
Bruce Boehm        
         
*   Director   December 16, 2019
Michael Olander Jr.        
         
*   Director   December 16, 2019
Richard Tuley Jr.        

 

*By: /s/ Nick Bhargava  
Nick Bhargava  
Attorney-in-fact