Loan Origination and Portfolio - The company has originated loans ranging from 3.6 million, with a lending policy limiting the maximum loan amount to the lower of 9.9% of the aggregate loan portfolio or 56,301,000 in 2023 to 57,736,000 in 2023 to 73,048,000 in 2023 to 7.2 million, representing 11.0% of its loan portfolio, indicating borrower concentration risk[125]. Financial Position and Debt - As of December 31, 2024, the company's unfunded commitment was approximately 7.98 million in 2023[31]. - The company has a 32.5 million, with 22,331,000, with total sources of capital amounting to 32.5 million with Webster, Flushing, and Mizrahi expires on February 28, 2026, and contains various covenants that could impact the company's growth and REIT qualification[127]. - If the company fails to comply with the covenants of the credit line, it may face immediate repayment obligations, potentially requiring asset sales[129]. - The company has no formal policy limiting the amount of debt incurred, which could increase financial risk and reduce cash available for shareholder distributions[131]. - The company may incur substantial additional indebtedness in the future, which could exacerbate the risks associated with its leverage[96]. REIT Status and Distributions - The company aims to distribute at least 90% of its REIT taxable income to shareholders to maintain its REIT status[18]. - The company must maintain at least 75% of its assets in qualified REIT real estate assets to avoid adverse tax consequences, which could limit operational flexibility[136]. - The company is required to distribute at least 90% of its REIT taxable income to maintain its REIT status, with 100% of total distributions for the tax year 2024 characterized as non-qualified dividends[208]. - If the company distributes less than 100% of its taxable income, it will incur a 4% nondeductible excise tax on the undistributed amount[140]. - The company may face difficulties in generating sufficient cash flow to meet REIT distribution requirements, potentially requiring asset sales or borrowing on unfavorable terms[144]. Market and Competitive Environment - The company operates in a highly competitive market, facing competition from various financial institutions, which may limit its ability to originate loans with favorable interest rates[85]. - The company has expanded its operations into New Jersey, Connecticut, and Florida markets, facing competition from established lenders[56]. - The company’s access to financing may be limited, affecting its ability to maximize returns and manage its loan portfolio effectively[187]. Risk Factors - The company’s profitability is significantly dependent on the management's ability to generate attractive risk-adjusted loans consistently[87]. - The company may change its investment and financing strategies without shareholder consent, which could adversely affect the market value of its common shares[86]. - The company faces risks related to borrower defaults and the potential for losses if collateral values decline[117]. - A prolonged economic slowdown or recession could impair asset performance and increase funding costs, negatively affecting financial condition and operations[112]. - The geographic concentration of the loan portfolio in the New York metropolitan area increases vulnerability to local economic downturns, potentially leading to higher default rates[110]. - The lack of liquidity in the loan portfolio may hinder the ability to sell assets quickly, potentially realizing less than the outstanding loan balance[109]. - Rising prepayment rates on loans could adversely impact revenue and operating results, particularly in declining interest rate environments[108]. - Environmental liabilities could adversely affect the value of properties acquired or underlying investments, impacting financial condition and shareholder distributions[121]. Cybersecurity and Operational Risks - The company experienced a cybersecurity incident in June 2022, although it did not suffer financial loss, it raised concerns about potential future risks[97]. - The company is continuously investing in advanced cybersecurity measures to mitigate risks, although no material impact from cybersecurity incidents has been reported to date[98]. - The company engages third-party service providers for cybersecurity evaluations and audits to address new challenges[200]. - The company’s cybersecurity efforts are integrated into its overall enterprise risk management strategy, focusing on identifying and mitigating threats[198]. Management and Shareholder Dynamics - As of December 31, 2024, the CEO, Assaf Ran, owns 22.8% of the outstanding common shares, which may lead to significant control over corporate actions[163]. - Shareholders' interests may not always align with those of Noteholders, as shareholders may prioritize long-term performance over short-term cash flow[173]. - The company has significant control over MBC Funding II, which may lead to conflicts of interest regarding the best interests of Noteholders[177]. Miscellaneous - The current monthly rent for the company's executive office is 4.27 to 4.60 to $5.90 in 2024[193]. - The company is authorized to issue up to 25,000,000 common shares and 5,000,000 preferred shares, with 11,757,058 common shares issued and 11,438,651 common shares outstanding as of March 4, 2025[167].
Manhattan Bridge Capital(LOAN) - 2024 Q4 - Annual Report