11/13/2026 | Press release | Distributed by Public on 11/13/2026 11:58
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All dollar [$] amounts shown in thousands.)
The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our interim consolidated financial statements and the notes thereto contained elsewhere in this report and with our audited annual consolidated financial statements and related notes and other consolidated financial data (the "2025 Financial Statements") included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"). See also "Cautionary Note Regarding Forward-Looking Statements" preceding Part I.
Overview
As of September 30, 2026, the Company's portfolio consisted of 179 construction loans with 49 borrowers and 13 development loans with 12 borrowers in 19 states.
As of September 30, 2026, the Company's gross loan receivables balance increased by $16,192 to $77,875 as compared to $61,683 as of December 31, 2025. As of September 30, 2026, the total committed amount (not necessarily funded) increased by $18,944 to $104,184 compared to $85,240, as of December 31, 2025, which was primarily due to construction loans. As of September 30, 2026 and December 31, 2025, our construction loan commitment amount increased $16,796 to $82,693 and $65,897, respectively. The increases in balances relate both to an increase in loan originations and a slowing of payoffs.
During the quarter and nine months ended September 30, 2026, our loan originations were $10,528 and $59,316 compared to $26,542 and $60,619 for the same periods of the prior year. The decrease in loan originations was due primarily to a reduction in one loan commitment amount of $4,250 during the third quarter of 2026 compared to one loan, which originated at $11,500 during the same period of 2025.
While the Company continues to face risks as it relates to the economy and the homebuilding industry, management has decided to focus on the following during the remainder of 2026 and the beginning of 2027:
| 1. | Continue to manage the balance of non-interest-bearing assets, which includes foreclosed real estate and individually evaluated assets. | |
| 2. | Control SG&A expenses. | |
| 3. | Maintain gross margin prior to loan loss. | |
| 4. | Maintain liquidity at a level sufficient for loan originations. | |
| 5. | Manage loan loss and impairment expense. | |
| 6. | Increase originations and loan balances. |
While some geographic markets are seeing some declines in pricing at certain price levels, generally we are not seeing reductions in selling prices as something that is creating losses for us. There is still a housing shortage, and many homeowners are not moving out of their sub 3% interest rates. The high-end home market is strong in most geographic regions, as the overall economy and stock market usually impact this segment the most. The starter market is slowing in most geographic markets due to interest rates being higher than earlier in the year. The mid-market in most geographic regions is the toughest; unlike the starter home market where rents and interest rates both impact demand, interest rates alone carry a stronger impact in the mid-market, which slows sales of our customers' products.
During the quarter and nine months ended September 30, 2026, the Company continued to focus on the reduction of non-interest earning assets. As of September 30, 2026, 23 loans were classified as individually evaluated with a net loan receivables balance of $4,201 compared to 29 loans and $6,192 as of December 31, 2025. In addition, as of September 30, 2026, we had three assets with a net foreclosed asset balance of $1,554 compared to one and $499 as of December 31, 2025.
The estimated loss on interest income resulting from non-interest earning assets for the quarter and nine months ended September 30, 2026 was $222 and $887 compared to $108 and $453 for the same periods of 2025, respectively. Looking ahead, we expect the balance of non-interest earnings to remain somewhat consistent.
Net cash provided by operations increased $1,489 to $4,205 for the nine months ended September 30, 2026 compared to the same period of 2025. The increase in operating cash flow was due net income.
Critical Accounting Estimates
To assist in evaluating our interim consolidated financial statements, we describe below the critical accounting estimates that we use. We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used, would have a material impact on our consolidated financial condition or results of operations. See our 2025 Form 10-K, as filed with the SEC, for more information on our critical accounting estimates. No material changes to our critical accounting estimates have occurred since December 31, 2025, unless listed below.
Credit Losses
Fair value of collateral has the potential to impact the calculation of the loan loss provision (the amount we have expensed over time in anticipation of loan losses we have not yet realized). Specifically, relevant to the allowance for loan loss reserve is the fair value of the underlying collateral supporting the outstanding loan balances. Fair value measurements are an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Due to a rapidly changing economic market, an erratic housing market, the various methods that could be used to develop fair value estimates, and the various assumptions that could be used, determining the collateral's fair value requires significant judgment.
| Change in Fair Value Assumption |
September 30, 2026 Loan Loss Provision Higher/(Lower) |
|||
| Increasing fair value of the real estate collateral by 35%* | $ | (922 | ) | |
| Decreasing fair value of the real estate collateral by 35%** | $ | 9,768 | ||
* Increases in the fair value of the real estate collateral do not impact the loan loss provision, as the value generally is not "written up."
** Assumes the loans were non-performing and a book amount of the loans outstanding of $75,076.
Foreclosed Assets
The fair value of real estate will impact our foreclosed asset value, which is recorded at 100% of fair value (after selling costs are deducted).
| Change in Fair Value Assumption |
September 30, 2026 Foreclosed Assets Higher/(Lower) |
|||
| Increasing fair value of the foreclosed asset by 35%* | $ | - | ||
| Decreasing fair value of the foreclosed asset by 35%** | $ | 544 | ||
* Increases in the fair value of the foreclosed assets do not impact the carrying value, as the value generally is not "written up," except to the extent that we remove previously established reserves if the fair value of the property increases after initial impairment. All other gains would be recognized upon asset disposal.
** Assumes a book amount of the foreclosed assets of $1,554.
Results of Operations
Interest Spread
The following table displays a comparison of our interest income, expense, fees, and spread:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Interest Income | * | * | * | * | ||||||||||||||||||||||||||||
| Interest income on loans | $ | 2,815 | 14 | % | $ | 2,273 | 17 | % | $ | 8,106 | 15 | % | $ | 6,059 | 16 | % | ||||||||||||||||
| Fee income on loans | 1,005 | 5 | % | 767 | 6 | % | 2,890 | 5 | % | 2,249 | 5 | % | ||||||||||||||||||||
| Deferred loan fees | (118 | ) | (1 | )% | (126 | ) | (1 | )% | (331 | ) | (1 | )% | (429 | ) | (1 | )% | ||||||||||||||||
| Fee income on loans, net | 887 | 4 | % | 641 | 5 | % | 2,559 | 4 | % | 1,820 | 4 | % | ||||||||||||||||||||
| Interest and fee income on loans | 3,702 | 19 | % | 2,914 | 22 | % | 10,665 | 19 | % | 7,879 | 20 | % | ||||||||||||||||||||
| Interest expense unsecured | 1,051 | 6 | % | 864 | 7 | % | 3,026 | 6 | % | 2,541 | 7 | % | ||||||||||||||||||||
| Interest expense secured | 641 | 3 | % | 451 | 3 | % | 1,680 | 3 | % | 1,060 | 3 | % | ||||||||||||||||||||
| Amortization offering costs | 18 | - | % | 24 | - | % | 59 | - | % | 137 | - | % | ||||||||||||||||||||
| Interest expense | 1,710 | 9 | % | 1,339 | 10 | % | 4,765 | 9 | % | 3,738 | 10 | % | ||||||||||||||||||||
| Net interest and fee income (spread) | $ | 1,992 | 10 | % | $ | 1,575 | 12 | % | $ | 5,900 | 10 | % | $ | 4,141 | 10 | % | ||||||||||||||||
| Weighted average outstanding loan asset balance | $ | 79,272 | $ | 54,269 | $ | 72,931 | $ | 51,433 | ||||||||||||||||||||||||
*Annualized amount as percentage of weighted average outstanding gross loan balance
Primarily three main components impact our interest spread:
● Difference between the interest rate received (on our loan assets) and the interest rate paid (on our borrowings). Our loan originations include interest rates which are based on our cost of funds, with a minimum rate of 10.25%. Primarily, the margin is fixed at 2.5%; however, for our development loans the margin is generally fixed at 7%. This component is also impacted by the lending of money with no interest cost (our equity). For the quarter ended September 30, 2026, interest income on loans was 14% compared to 17% for the same period of 2025. For the nine months ended September 30, 2026, interest income on loans was 15% compared to 16% for the same period of 2025.
We anticipate our standard margin to be 2.5% on all future construction loans and generally 7% on all development loans, which yields a blended margin of approximately 3.5%. This 3.5% margin may increase because some customers run past the standard repayment time and pay a higher rate of interest after that.
● Fee income. Our construction loan fee is 5% on the amount we commit to lend, which is amortized over the expected life of each loan. When loans terminate before their expected life, the remaining fee is recognized at that time.
Fee income on loans before deferred loan fee adjustments was 5% and 6% for the quarter ended September 30, 2026 and 2025, respectively. For both the nine months ended September 30, 2026 and 2025, fee income on loans before deferred loan fee adjustments was 5%.
● Amount of non-performing assets. Generally, two types of non-performing assets negatively affect our interest spread which are loans not paying interest and foreclosed assets.
As of September 30, 2026 and December 31, 2025, we had 23 and 29 individually evaluated loans, net of reserves of $4,201 and $6,192, respectively, that were not paying interest.
As of September 30, 2026 and December 31, 2025, foreclosed assets, net of reserves were $1,554 and $499, respectively, which resulted in a negative impact to our interest spread.
Provision for Credit Losses
Provision for credit losses (expense throughout the period) was a benefit of $526 and an expense of $179 for the quarters ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026 and 2025, the Company had an expense $468 and $299, respectively.
The allowance for credit losses as of September 30, 2026 and December 31, 2025, was $1,369 and $1,113, respectively. The increase in the allowance for credit losses is due to the increase in originations and increase in individually evaluated allowances. As of September 30, 2026, the allowance on individually evaluated loans increased to $923 compared to $745 as of December 31, 2025. The Company believes it has properly reserved for all individually evaluated loans.
Non-Interest Income
Revenue from the Sale of Land Parcels
Revenue from the sale of land parcels was $0 for both the quarter and nine months ended September 30, 2026 compared to $0 and $2,805 for the same period of 2025, respectively. During the nine months ended September 30, 2025, the Company sold eight 339 land parcels for $2,805. No gain or loss was recognized in the sale of the lots. There were no 339 land parcel sales during the quarter ended September 30, 2025.
Option Fee Income
Option fee income was $0 during both the quarter and nine months ended September 30, 2026. During the quarter and nine months ended September 30, 2025 the Company recognized option fee income of $40 and $314, respectively.
Gain on the Sale of 339 Justabout Land Company
On August 6, 2025, we completed the sale of all assets owned by 339, a business segment. We recognized a gain on this sale of $193 during both the quarter and nine months ended September 30, 2025.
Gain on Sale of Foreclosed Assets
During the quarter and nine months ended September 30, 2026 we sold one and two foreclosed assets for a gain on sale of $10 and $12, respectively. During the quarter and nine months ended September 30, 2025, we sold one and three foreclosed assets with no gain on the sales incurred during the respective periods.
Other Income
During the quarters ended September 30, 2026, and 2025, we consulted several of our construction and development loan customers, which included accounting guidance. Other income related to our consulting fees were $58 and $52 for the quarters ended and $200 and $153 for the nine months ended September 30, 2026 and 2025, respectively. We anticipate continuing our consulting services to our customers on an as needed basis during 2026.
Non-Interest Expense
SG&A
The following table displays SG&A expenses:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Legal and accounting | $ | 65 | $ | 54 | $ | 259 | $ | 294 | ||||||||
| Salaries and related expenses | 687 | 714 | 2,024 | 1,850 | ||||||||||||
| Board related expenses | 30 | 27 | 90 | 81 | ||||||||||||
| Advertising | 13 | 18 | 82 | 87 | ||||||||||||
| Rent and utilities | 17 | 21 | 50 | 62 | ||||||||||||
| Loan and foreclosed asset expenses | 63 | 65 | 146 | 94 | ||||||||||||
| Travel | 27 | 65 | 121 | 188 | ||||||||||||
| Other | 55 | 97 | 175 | 301 | ||||||||||||
| Total SG&A | $ | 957 | $ | 1,061 | $ | 2,947 | $ | 2,957 | ||||||||
Our SG&A expense decreased $104 to $957 during the quarter ended September 30, 2026 compared to the same period of 2025. The change in SG&A was primarily due to lower salaries and related expenses and travel, which were slightly offset by higher legal and accounting fees.
Our SG&A expense decreased $10 to $2,947 during the nine months ended September 30, 2026 compared to the same period of 2025.
Cost of Land Parcels Sold
Cost of land parcels sold was $0 for both the quarter and nine months ended September 30, 2026 compared to $0 and $2,805 for the same period of 2025, respectively. During the quarter and nine months ended September 30, 2025, the Company sold eight 339 land parcels and recognized cost on land parcels sold of $2,805.
Loss on Real Estate Investments
During the nine months ended September 30, 2026, we sold one real estate investment, which resulted in a loss of $3. No loss on real estate investments was incurred during the nine months ended September 30, 2025.
Loss on Foreclosed Assets
During the quarter and nine months ended September 30, 2026, we transferred one and four loan receivable assets to foreclosed assets, which resulted in a loss on foreclosed assets of $37 and $120, respectively During the nine months ended September 30, 2025, we transferred two loan receivable assets to foreclosed assets, which resulted in a gain of $90.
Consolidated Financial Position
Loans Receivables, net
The loans receivable balance is comprised of the following, gross to net:
|
September 30, 2026 |
December 31, 2025 |
|||||||
| Loans receivable, gross | $ | 77,875 | $ | 61,683 | ||||
| Less: Deferred loan fees | (1,675 | ) | (1,516 | ) | ||||
| Plus: Deferred origination costs | 245 | 169 | ||||||
| Less: Allowance for credit losses | (1,369 | ) | (1,113 | ) | ||||
| Loans receivable, net | $ | 75,076 | $ | 59,223 | ||||
Commercial Loans - Construction Loan Portfolio Summary
We anticipate that the aggregate balance of our construction loan portfolio will increase as built homes take longer to sell.
The following is a summary of our loan portfolio to builders for home construction loans as of September 30, 2026:
| State |
Number of Borrowers |
Number of Loans |
Value of Collateral(1) |
Commitment Amount |
Gross Amount Outstanding |
Loan Value Ratio(2) |
Loan Fee | |||||||||||||||||||||
| Arizona | 1 | 1 | $ | 640 | $ | 437 | $ | 434 | 68 | % | 5 | % | ||||||||||||||||
| California | 1 | 1 | 3,731 | 2,127 | 768 | 57 | % | 5 | % | |||||||||||||||||||
| Connecticut | 1 | 3 | 1,076 | 1,162 | 964 | 108 | % | 5 | % | |||||||||||||||||||
| Florida | 11 | 69 | 34,179 | 22,675 | 15,979 | 66 | % | 5 | % | |||||||||||||||||||
| Georgia | 4 | 8 | 3,983 | 2,961 | 2,653 | 74 | % | 5 | % | |||||||||||||||||||
| Idaho | 2 | 6 | 5,442 | 3,372 | 2,459 | 62 | % | 5 | % | |||||||||||||||||||
| Illinois | 1 | 2 | 2,840 | 1,839 | 184 | 65 | % | 5 | % | |||||||||||||||||||
| Louisiana | 1 | 4 | 2,322 | 1,656 | 638 | 71 | % | 5 | % | |||||||||||||||||||
| Michigan | 2 | 3 | 1,466 | 1,035 | 448 | 71 | % | 5 | % | |||||||||||||||||||
| Missouri | 1 | 2 | 975 | 690 | 690 | 71 | % | 5 | % | |||||||||||||||||||
| New Jersey | 1 | 1 | 425 | 308 | 271 | 73 | % | 5 | % | |||||||||||||||||||
| New York | 1 | 5 | 2,248 | 1,631 | 1,101 | 73 | % | 5 | % | |||||||||||||||||||
| North Carolina | 10 | 24 | 9,718 | 6,363 | 4,462 | 65 | % | 5 | % | |||||||||||||||||||
| Pennsylvania | 1 | 13 | 20,076 | 18,526 | 16,234 | 92 | % | 5 | % | |||||||||||||||||||
| South Carolina | 8 | 32 | 14,070 | 10,788 | 7,393 | 77 | % | 5 | % | |||||||||||||||||||
| Utah | 2 | 3 | 9,512 | 6,761 | 3,721 | 71 | % | 5 | % | |||||||||||||||||||
| Virginia | 1 | 2 | 592 | 362 | 285 | 61 | % | 5 | % | |||||||||||||||||||
| Total | 49 | 179 | $ | 113,295 | $ | 82,693 | $ | 58,684 | 73 | % | 5 | % | ||||||||||||||||
| (1) | The value is determined by the appraised value. | |
| (2) | The loan to value ratio is calculated by taking the commitment amount and dividing by the appraised value. |
The following is a summary of our loan portfolio to builders for home construction loans as of December 31, 2025:
| State |
Number of Borrowers |
Number of Loans |
Value of Collateral(1) |
Commitment Amount |
Gross Amount Outstanding |
Loan to Value Ratio(2) |
Loan Fee | |||||||||||||||||||||
| Arizona | 2 | 4 | $ | 1,719 | $ | 1,126 | $ | 1,126 | 66 | % | 5 | % | ||||||||||||||||
| California | 1 | 1 | 1,285 | 1,750 | 1,439 | 137 | % | 5 | % | |||||||||||||||||||
| Connecticut | 1 | 3 | 1,730 | 1,162 | 890 | 67 | % | 5 | % | |||||||||||||||||||
| Florida | 10 | 50 | 23,854 | 16,637 | 10,984 | 70 | % | 5 | % | |||||||||||||||||||
| Georgia | 7 | 10 | 6,448 | 4,228 | 3,068 | 66 | % | 5 | % | |||||||||||||||||||
| Idaho | 1 | 1 | 2,770 | 1,500 | 874 | 54 | % | 5 | % | |||||||||||||||||||
| Illinois | 1 | 1 | 1,500 | 815 | 606 | 54 | % | 5 | % | |||||||||||||||||||
| Louisiana | 2 | 3 | 825 | 623 | 594 | 76 | % | 5 | % | |||||||||||||||||||
| Michigan | 1 | 1 | 970 | 582 | 171 | 60 | % | 5 | % | |||||||||||||||||||
| Mississippi | 1 | 1 | 335 | 258 | 258 | 77 | % | 5 | % | |||||||||||||||||||
| Montana | 2 | 2 | 975 | 683 | 578 | 70 | % | 5 | % | |||||||||||||||||||
| New Jersey | 1 | 4 | 1,798 | 1,531 | 1,471 | 85 | % | 5 | % | |||||||||||||||||||
| New York | 1 | 5 | 2,248 | 1,345 | 488 | 60 | % | 5 | % | |||||||||||||||||||
| North Carolina | 8 | 14 | 6,530 | 4,135 | 1,861 | 63 | % | 5 | % | |||||||||||||||||||
| Oklahoma | 1 | 1 | 167 | 117 | 77 | 70 | % | 5 | % | |||||||||||||||||||
| Pennsylvania | 2 | 18 | 20,748 | 16,368 | 13,055 | 79 | % | 5 | % | |||||||||||||||||||
| South Carolina | 7 | 26 | 10,739 | 8,394 | 4,808 | 78 | % | 5 | % | |||||||||||||||||||
| Tennessee | 2 | 3 | 1,061 | 743 | 718 | 70 | % | 5 | % | |||||||||||||||||||
| Utah | 1 | 1 | 4,880 | 3,538 | 1,213 | 73 | % | 5 | % | |||||||||||||||||||
| Virginia | 1 | 2 | 592 | 362 | 236 | 61 | % | 5 | % | |||||||||||||||||||
| Total | 53 | 151 | $ | 91,174 | $ | 65,897 | $ | 44,515 | 72 | % | 5 | % | ||||||||||||||||
| (1) | The value is determined by the appraised value. | |
| (2) | The loan to value ratio is calculated by taking the commitment amount and dividing by the appraised value. |
Commercial Loans - Real Estate Development Loan Portfolio Summary
The following is a summary of our loan portfolio to builders for land development as of September 30, 2026:
| States |
Number of Borrowers |
Number of Loans |
Value of Collateral(1) | Commitment Amount |
Gross Amount Outstanding |
Loan Value Ratio(2) |
Interest Spread(3) |
|||||||||||||||||||||
| California | 1 | 1 | 8,640 | 2,950 | 1,598 | 34 | % | 7 | % | |||||||||||||||||||
| Florida | 3 | 3 | 8,870 | 6,359 | 4,470 | 72 | % | 7 | % | |||||||||||||||||||
| Georgia | 1 | 1 | 113 | 100 | 99 | 88 | % | 7 | % | |||||||||||||||||||
| New Jersey | 1 | 1 | 348 | 77 | 56 | 22 | % | 7 | % | |||||||||||||||||||
| North Carolina | 1 | 1 | 315 | 248 | 171 | 79 | % | 7 | % | |||||||||||||||||||
| Pennsylvania | 1 | 2 | 10,289 | 9,200 | 10,189 | 89 | % | varies | ||||||||||||||||||||
| South Carolina | 1 | 1 | 1,500 | 487 | 621 | 32 | % | 7 | % | |||||||||||||||||||
| Texas | 1 | 1 | 62 | 28 | 28 | 45 | % | 7 | % | |||||||||||||||||||
| Utah | 1 | 1 | 510 | 300 | 219 | 59 | % | 7 | % | |||||||||||||||||||
| Wyoming | 1 | 1 | 2,875 | 1,742 | 1,740 | 61 | % | 7 | % | |||||||||||||||||||
| Total | 12 | 13 | $ | 33,522 | $ | 21,491 | $ | 19,191 | 64 | % | 7 | % | ||||||||||||||||
| (1) | The value is determined by the appraised value. |
| (2) | The loan to value ratio is calculated by taking the commitment amount and dividing by the appraised value. |
| (3) | The interest spread varies for the state of Pennsylvania and is 7% across other states. |
The following is a summary of our loan portfolio to builders for land development as of December 31, 2025:
| States | Number of Borrowers |
Number of Loans |
Value of Collateral(1) | Commitment Amount |
Gross Amount Outstanding |
Loan to Value Ratio(2) |
Interest Spread(3) |
|||||||||||||||||||||
| Florida | 2 | 2 | 550 | 630 | 350 | 115 | % | 7 | % | |||||||||||||||||||
| Georgia | 1 | 1 | 560 | 100 | 99 | 18 | % | 7 | % | |||||||||||||||||||
| Louisiana | 1 | 1 | 150 | 88 | 88 | 59 | % | 7 | % | |||||||||||||||||||
| New Jersey | 1 | 1 | 88 | 56 | 56 | 64 | % | 7 | % | |||||||||||||||||||
| North Carolina | 2 | 2 | 3,037 | 681 | 680 | 22 | % | 7 | % | |||||||||||||||||||
| Pennsylvania | 1 | 2 | 15,337 | 14,066 | 12,854 | 92 | % | varies | ||||||||||||||||||||
| South Carolina | 1 | 1 | 1,500 | 487 | 539 | 32 | % | 7 | % | |||||||||||||||||||
| Utah | 2 | 2 | 3,146 | 1,600 | 868 | 51 | % | 7 | % | |||||||||||||||||||
| Wyoming | 1 | 1 | 2,750 | 1,635 | 1,634 | 59 | % | 7 | % | |||||||||||||||||||
| Total | 12 | 13 | $ | 27,118 | $ | 19,343 | $ | 17,168 | 71 | % | 7 | % | ||||||||||||||||
| (1) | The value is determined by the appraised value. |
| (2) | The loan to value ratio is calculated by taking the commitment amount and dividing by the appraised value. |
| (3) | The interest spread varies for the state of Pennsylvania and is 7% across other states. |
The following is a roll forward of our loans receivable, net:
|
September 30, 2026 |
December 31, 2025 |
September 30, 2025 |
||||||||||
| Beginning balance | $ | 59,223 | $ | 49,254 | $ | 49,254 | ||||||
| Originations and modifications | 49,817 | 59,571 | 51,325 | |||||||||
| Principal collections | (30,230 | ) | (48,205 | ) | (40,424 | ) | ||||||
| Transferred to (from) loans receivables, net | (3,395 | ) | (909 | ) | (909 | ) | ||||||
| Change in allowance for credit losses | (256 | ) | (245 | ) | 527 | |||||||
| Change in loan fees, net | (83 | ) | (243 | ) | (484 | ) | ||||||
| Ending balance | $ | 75,076 | $ | 59,223 | $ | 59,289 | ||||||
Credit Quality Information
The following table presents the Company's gross loans receivable, commitment value and allowance for credit loss ("ACL") for each respective credit rank loan pool category as of September 30, 2026:
|
Loans Receivable Gross |
Commitment Value |
ACL | ||||||||||
| Construction Loans Collectively Evaluated: | ||||||||||||
| A Credit Risk | $ | 26,942 | $ | 40,380 | $ | 164 | ||||||
| B Credit Risk | 27,338 | 36,336 | 241 | |||||||||
| C Credit Risk | - | - | - | |||||||||
| Individually Evaluated | 4,404 | 5,977 | 923 | |||||||||
| Development Loans Collectively Evaluated: | ||||||||||||
| A Credit Risk | $ | 8,111 | $ | 11,456 | $ | 2 | ||||||
| B Credit Risk | 10,360 | 9,448 | 39 | |||||||||
| C Credit Risk | - | - | - | |||||||||
| Individually Evaluated | 720 | 587 | - | |||||||||
| Total | $ | 77,875 | $ | 104,184 | $ | 1,369 | ||||||
The following table presents the Company's gross loans receivable, commitment value and ACL for each respective credit rank loan pool category as of December 31, 2025.
|
Loans Receivable Gross |
Commitment Value |
ACL | ||||||||||
| Construction Loans Collectively Evaluated: | ||||||||||||
| A Credit Risk | $ | 23,490 | $ | 37,488 | $ | 122 | ||||||
| B Credit Risk | 13,799 | 18,830 | 151 | |||||||||
| C Credit Risk | 828 | 1,099 | 12 | |||||||||
| Individually Evaluated | 6,399 | 8,480 | 745 | |||||||||
| Development Loans Collectively Evaluated: | ||||||||||||
| A Credit Risk | $ | 3,457 | $ | 4,390 | $ | 2 | ||||||
| B Credit Risk | 13,072 | 14,366 | 79 | |||||||||
| C Credit Risk | 99 | 100 | 2 | |||||||||
| Individually Evaluated | 539 | 487 | - | |||||||||
| Total | $ | 61,683 | $ | 85,240 | $ | 1,113 | ||||||
The following table presents the amortized cost basis of loans on non-accrual status and loans past due over 90 days non-accruing as of September 30, 2026:
| Non-accrual without ACL | Non-accrual with ACL | Accrual Loans Past Due Over 90 Days | ||||||||||
| Construction Loans: | ||||||||||||
| Individually Evaluated | $ | 1,803 | $ | 2,158 | $ | - | ||||||
| Development Loans: | ||||||||||||
| Individually Evaluated | $ | 720 | $ | - | $ | - | ||||||
| Total | $ | 2,523 | $ | 2,158 | $ | - | ||||||
The following table presents the amortized cost basis of loans on individually evaluated status and loans past due over 90 days non-accruing as of December 31, 2025:
| Non-accrual without ACL | Non-accrual with ACL |
Accrual Loans Past Due Over 90 Days |
||||||||||
| Construction Loans: | ||||||||||||
| Individually Evaluated | $ | 3,239 | $ | 3,160 | $ | - | ||||||
| Development Loans: | ||||||||||||
| Individually Evaluated | $ | 539 | $ | - | $ | - | ||||||
| Total | $ | 3,778 | $ | 3,160 | $ | - | ||||||
The following is an aging of our gross loan portfolio as of September 30, 2026:
| Gross Loan | Current | Past Due | Past Due | Past Due | ||||||||||||||||
| Value | 0 - 89 | 90 - 179 | 180 - 269 | >270 | ||||||||||||||||
| Construction Loans: | ||||||||||||||||||||
| A Credit Risk | $ | 26,942 | $ | 26,942 | $ | - | $ | - | $ | - | ||||||||||
| B Credit Risk | 27,338 | 27,338 | - | - | - | |||||||||||||||
| C Credit Risk | - | - | - | - | - | |||||||||||||||
| Individually Evaluated | 4,404 | 1,984 | 1,223 | - | 1,197 | |||||||||||||||
| Development Loans: | ||||||||||||||||||||
| A Credit Risk | 8,111 | 8,111 | - | - | - | |||||||||||||||
| B Credit Risk | 10,360 | 10,360 | - | - | - | |||||||||||||||
| C Credit Risk | - | - | - | - | - | |||||||||||||||
| Individually Evaluated | 720 | - | 99 | - | 621 | |||||||||||||||
| Total | $ | 77,875 | $ | 74,735 | $ | 1,322 | $ | - | $ | 1,818 | ||||||||||
The following is an aging of our gross loan portfolio as of December 31, 2025:
| Gross Loan | Current | Past Due | Past Due | Past Due | ||||||||||||||||
| Value | 0 - 89 | 90 - 179 | 180 - 269 | >270 | ||||||||||||||||
| Construction Loans: | ||||||||||||||||||||
| A Credit Risk | $ | 23,490 | $ | 23,490 | $ | - | $ | - | $ | - | ||||||||||
| B Credit Risk | 13,799 | 13,799 | - | - | - | |||||||||||||||
| C Credit Risk | 828 | 828 | - | - | - | |||||||||||||||
| Individually Evaluated | 6,399 | 5,201 | 618 | 446 | 134 | |||||||||||||||
| Development Loans: | ||||||||||||||||||||
| A Credit Risk | 3,457 | 3,457 | - | - | - | |||||||||||||||
| B Credit Risk | 13,072 | 13,072 | - | - | - | |||||||||||||||
| C Credit Risk | 99 | 99 | - | - | - | |||||||||||||||
| Individually Evaluated | 539 | - | 539 | - | - | |||||||||||||||
| Total | $ | 61,683 | $ | 59,946 | $ | 1,157 | $ | 446 | $ | 134 | ||||||||||
The Company modifies loans for borrowers for various reasons, including but not limited to changes in what the builder is building versus what was appraised, changes in loan-to-value ("LTV") or market conditions, and a builder's inability to pay interest. This last grouping (builder's inability to pay interest) is done through forbearance agreements which will allow the builder to have a specified period not to pay interest while the home is either completed or marketed. Typically, those interest amounts are collected at final payoff of the loan.
Allowance for Credit Losses on Loans
The following table provides a roll forward of the allowance for credit losses and unfunded commitments for the nine months ended September 30, 2026:
| Construction | Development | |||||||||||||||||||||||||||||||||||
|
A Credit Risk |
B Credit Risk |
C Credit Risk |
Individually Evaluated |
A Credit Risk |
B Credit Risk |
C Credit Risk |
Individually Evaluated | Total | ||||||||||||||||||||||||||||
| Allowance for credit losses as of December 31, 2025 | $ | (122 | ) | $ | (151 | ) | $ | (12 | ) | $ | (746 | ) | $ | (2 | ) | $ | (78 | ) | $ | (2 | ) | $ | - | $ | (1,113 | ) | ||||||||||
| Charge-offs | - | - | - | 206 | - | - | - | - | 206 | |||||||||||||||||||||||||||
| Recoveries | - | - | - | (17 | ) | - | - | - | - | (17 | ) | |||||||||||||||||||||||||
| (Provision) benefit for credit losses on funded balances | (42 | ) | (90 | ) | 12 | (366 | ) | - | 39 | 2 | - | (445 | ) | |||||||||||||||||||||||
| Allowance for credit losses as of September 30, 2026 | $ | (164 | ) | $ | (241 | ) | $ | - | $ | (923 | ) | $ | (2 | ) | $ | (39 | ) | $ | - | $ | - | $ | (1,369 | ) | ||||||||||||
| Reserve for unfunded commitments as of December 31, 2025 | $ | (73 | ) | $ | (55 | ) | $ | (4 | ) | $ | - | $ | - | $ | (8 | ) | $ | - | $ | - | $ | (140 | ) | |||||||||||||
| (Provision) benefit for credit losses on unfunded commitments | (9 | ) | (24 | ) | 4 | - | (1 | ) | 7 | - | - | (23 | ) | |||||||||||||||||||||||
| Reserve for unfunded commitments as of September 30, 2026 | $ | (82 | ) | $ | (79 | ) | $ | - | $ | - | $ | (1 | ) | $ | (1 | ) | $ | - | $ | - | $ | (163 | ) | |||||||||||||
The following table provides a roll forward of the allowance for credit losses and unfunded commitments for the nine months ended September 30, 2025:
| Construction | Development | |||||||||||||||||||||||||||||||||||
|
A Credit Risk |
B Credit Risk |
C Credit Risk |
Individually Evaluated |
A Credit Risk |
B Credit Risk |
C Credit Risk |
Individually Evaluated | Total | ||||||||||||||||||||||||||||
| Allowance for credit losses as of December 31, 2024 | $ | (150 | ) | $ | (28 | ) | $ | (13 | ) | $ | (658 | ) | $ | (1 | ) | $ | - | $ | (18 | ) | $ | - | $ | (868 | ) | |||||||||||
| Charge-offs | - | - | - | 822 | - | - | - | - | 822 | |||||||||||||||||||||||||||
| Recoveries | - | - | - | (7 | ) | - | - | - | - | (7 | ) | |||||||||||||||||||||||||
| Provision for credit losses on funded balances | 47 | (111 | ) | 4 | (160 | ) | (1 | ) | (83 | ) | 16 | - | (288 | ) | ||||||||||||||||||||||
| Allowance for credit losses as of September 30, 2025 | $ | (103 | ) | $ | (139 | ) | $ | (9 | ) | $ | (3 | ) | $ | (2 | ) | $ | (83 | ) | $ | (2 | ) | $ | - | $ | (341 | ) | ||||||||||
| Reserve for unfunded commitments as of December 31, 2024 | $ | (65 | ) | $ | (10 | ) | $ | (12 | ) | $ | - | $ | (1 | ) | $ | - | $ | - | $ | - | $ | (88 | ) | |||||||||||||
| Provision for credit losses on unfunded commitments | 22 | (37 | ) | 5 | - | 1 | - | (2 | ) | - | (11 | ) | ||||||||||||||||||||||||
| Reserve for unfunded commitments as of September 30, 2025 | $ | (43 | ) | $ | (47 | ) | $ | (7 | ) | $ | - | $ | - | $ | - | $ | (2 | ) | $ | - | $ | (99 | ) | |||||||||||||
Allowance for Credit Losses on Unfunded Loan Commitments
Unfunded commitments to extend credit, which have similar collateral, credit and market risk to our outstanding loans, were $26,309 and $23,557 as of September 30, 2026 and December 31, 2025, respectively. Outstanding letters of credit were $710 and $59 and included in the commitment value of $104,184 and $85,240 as of September 30, 2026 and December 31, 2025, respectively. The ACL is calculated at an estimated loss rate on the total commitment value for loans in our portfolio. The ACL on unfunded commitments is calculated as the difference between the ACL on commitment value less the estimated loss rated and the total gross loan value for loans in our portfolio. As of September 30, 2026, and December 31, 2025, the ACL for unfunded commitments was $163 and $140, respectively, and we had no off-balance sheet transactions, nor do we currently have any such arrangements or obligations.
Loan Portfolio by Year of Origination
The table below presents the Company's loan portfolio by year of origination, category, and credit quality indicator as of September 30, 2026. Loans acquired are shown in the tables by origination year.
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Total | ||||||||||||||||||||||
| Construction loans Collectively Evaluated: | ||||||||||||||||||||||||||||
| A Credit Risk | $ | 15,129 | $ | 8,442 | $ | 812 | $ | 2,559 | $ | - | $ | - | $ | 26,942 | ||||||||||||||
| B Credit Risk | 8,995 | 15,006 | 2,371 | 629 | 337 | - | 27,338 | |||||||||||||||||||||
| C Credit Risk | - | - | - | - | - | - | - | |||||||||||||||||||||
| Individually Evaluated | - | 1,945 | 1,797 | 542 | 120 | - | 4,404 | |||||||||||||||||||||
| 24,124 | 25,393 | 4,980 | 3,730 | 457 | - | 58,684 | ||||||||||||||||||||||
| Development Loans Collectively Evaluated: | ||||||||||||||||||||||||||||
| A Credit Risk | 6,097 | 2,014 | - | - | - | - | 8,111 | |||||||||||||||||||||
| B Credit Risk | - | 8,693 | - | - | - | 1,667 | 10,360 | |||||||||||||||||||||
| C Credit Risk | - | - | - | - | - | |||||||||||||||||||||||
| Individually Evaluated | - | - | - |
99 |
- | 621 | 720 | |||||||||||||||||||||
| 6,097 | 10,707 | - | 99 | - | 2,288 | 19,191 | ||||||||||||||||||||||
| Total | $ | 30,221 | $ | 36,100 | $ | 4,980 | $ | 3,829 | $ | 457 | $ | 2,288 | $ | 77,875 | ||||||||||||||
The table below presents the Company's loan portfolio by year of origination, category, and credit quality indicator as of December 31, 2025. Loans acquired are shown in the tables by origination year.
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total | ||||||||||||||||||||||
| Construction loans Collectively Evaluated: | ||||||||||||||||||||||||||||
| A Credit Risk | $ | 15,907 | $ | 3,786 | $ | 2,277 | $ | 939 | $ | 581 | $ | - | $ | 23,490 | ||||||||||||||
| B Credit Risk | 7,228 | 4,938 | 620 | 1,013 | - | - | 13,799 | |||||||||||||||||||||
| C Credit Risk | - | 827 | - | - | - | - | 827 | |||||||||||||||||||||
| Individually Evaluated | 2,323 | 2,429 | 1,050 | 597 | - | - | 6,399 | |||||||||||||||||||||
| 25,458 | 11,980 | 3,947 | 2,549 | 581 | - | 44,515 | ||||||||||||||||||||||
| Development Loans Collectively Evaluated: | ||||||||||||||||||||||||||||
| A Credit Risk | 3,020 | 438 | - | - | - | - | 3,458 | |||||||||||||||||||||
| B Credit Risk | 11,602 | - | - | - | - | 1,470 | 13,072 | |||||||||||||||||||||
| C Credit Risk | - | - | 99 | - | - | - | 99 | |||||||||||||||||||||
| Individually Evaluated | - | - | - | - | - | 539 | 539 | |||||||||||||||||||||
| 14,622 | 438 | 99 | - | - | 2,009 | 17,168 | ||||||||||||||||||||||
| Total | $ | 40,080 | $ | 12,418 | $ | 4,046 | $ | 2,549 | $ | 581 | $ | 2,009 | $ | 61,683 | ||||||||||||||
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of loans receivable. Our concentration risks for our top three customers listed by geographic real estate market are summarized in the table below:
| September 30, 2026 | December 31, 2025 | |||||||||||
| Percent of | Percent of | |||||||||||
| Borrower | Loan | Borrower | Loan | |||||||||
| Location | Commitments | Location | Commitments | |||||||||
| Highest concentration risk | Pittsburgh, PA | 27 | % | Pittsburgh, PA | 36 | % | ||||||
| Second highest concentration risk | Southwest FL | 9 | % | Central and Southwest FL | 7 | % | ||||||
| Third highest concentration risk | Central FL | 6 | % | St. George, UT | 6 | % | ||||||
Foreclosed Assets
Below is a roll forward of foreclosed assets:
|
Nine Months Ended September 30, 2026 |
Year Ended December 31, 2025 |
Nine Months Ended September 30, 2025 |
||||||||||
| Beginning balance | $ | 499 | $ | 1,356 | $ | 1,356 | ||||||
| Foreclosed assets transferred from loan receivables, net | 1,915 | 909 | 909 | |||||||||
| Additions for construction in foreclosed assets | 8 | 96 | 83 | |||||||||
| Sale proceeds | (760 | ) | (1,657 | ) | (921 | ) | ||||||
| Gain on sale of foreclosed assets | 12 | - | - | |||||||||
| Loss on foreclosed assets | (120 | ) | (205 | ) | (104 | ) | ||||||
| Ending balance | $ | 1,554 | $ | 499 | $ | 1,323 | ||||||
Segment Reporting
Effective January 1, 2026, the Company changed their reportable segments to a single reportable segment. Following the sale of 339 Justabout Land Company on August 6, 2025, which was a reportable segment of the Company, the Company no longer has any separately reportable segments.
The Company's one reportable segment generates income principally from interest on loans, as well as from fees charged in connection with various lending services. The chief operating decision maker ("CODM") is the Chief Executive Officer, who for the purposes of assessing performance, making operating decisions, and allocating Company resources, regularly reviews net income as reported in the consolidated statements of operations. The level of disaggregation and amounts of significant segment income and expenses, such as interest and fee income, interest expense, provision for credit losses, salaries and employee benefits expense and other items, that are regularly provided to the CODM are the same as those presented in the accompanying consolidated statements of operations. Likewise, the measure of segment assets is reported on the accompanying consolidated balance sheets as total assets.
Information about reportable segments, and reconciliations of such information to the Interim Consolidated Financial Statements are described below.
Reconciliation of Consolidated Statements of Operations:
Shepherd's Finance, LLC
Interim Consolidated Statements of Operations
For the Three Months Ended September 30, 2025
| (in thousands of dollars) | 339 Justabout Land Company, LLC | Shepherds Finance, LLC | Total | |||||||||
| Net Interest and Fee Income | ||||||||||||
| Interest and fee income on loans | $ | - | $ | 2,914 | $ | 2,914 | ||||||
| Interest expense: | ||||||||||||
| Interest related to secure borrowings | - | 451 | 451 | |||||||||
| Interest related to unsecured borrowings | - | 888 | 888 | |||||||||
| Interest expense | - | 1,339 | 1,339 | |||||||||
| Net interest and fee income | - | 1,575 | 1,575 | |||||||||
| Less: Provision for credit losses | - | 179 | 179 | |||||||||
| Net interest and fee income after provision for credit losses | - | 1,396 | 1,396 | |||||||||
| Non-Interest Income | ||||||||||||
| Revenue from the sale of land parcels | - | - | - | |||||||||
| Option fee income | 40 | - | 40 | |||||||||
| Gain on sale of 339 Justabout Land Company | 193 | - | 193 | |||||||||
| Other income | - | 52 | 52 | |||||||||
| Total non-interest income | 233 | 52 | 285 | |||||||||
| Income before non-interest expense | 233 | 1,448 | 1,681 | |||||||||
| Non-Interest Expense | ||||||||||||
| Cost on the sale of land parcels | - | - | - | |||||||||
| Selling, general and administrative | - | 1,061 | 1,061 | |||||||||
| Depreciation and amortization | - | 16 | 16 | |||||||||
| Loss on foreclosed assets | - | 85 | 85 | |||||||||
| Total non-interest expense | - | 1,162 | 1,162 | |||||||||
| Net income | $ | 233 | $ | 286 | $ | 519 | ||||||
| Net income attributable to preferred equity holders | - | - | 263 | |||||||||
| Net income attributable to common equity holders | $ | - | $ | - | $ | 256 | ||||||
Shepherd's Finance, LLC
Interim Consolidated Statements of Operations
For the Nine Months Ended September 30, 2025
| (in thousands of dollars) |
339 Justabout Land Company, LLC |
Shepherds Finance, LLC |
Total | |||||||||
| Net Interest and Fee Income | ||||||||||||
| Interest and fee income on loans | $ | - | $ | 7,879 | $ | 7.879 | ||||||
| Interest expense: | ||||||||||||
| Interest related to secure borrowings | - | 1,060 | 1,060 | |||||||||
| Interest related to unsecured borrowings | - | 2,678 | 2,678 | |||||||||
| Interest expense | - | 3,738 | 3,738 | |||||||||
| Net interest and fee income | - | 4,141 | 4,141 | |||||||||
| Less: Provision for credit losses | - | 299 | 299 | |||||||||
| Net interest and fee income after provision for credit losses | - | 3,842 | 3,842 | |||||||||
| Non-Interest Income | ||||||||||||
| Revenue from the sale of land parcels | 2,805 | - | 2,805 | |||||||||
| Option fee income | 314 | - | 314 | |||||||||
| Gain on sale of 339 Justabout Land Company | 193 | - | 193 | |||||||||
| Other income | - | 153 | 153 | |||||||||
| Total non-interest income | 3,312 | 153 | 3,465 | |||||||||
| Income before non-interest expense | 3,312 | 3,995 | 7,307 | |||||||||
| Non-Interest Expense | ||||||||||||
| Cost on the sale of land parcels | 2,805 | - | 2,805 | |||||||||
| Selling, general and administrative | - | 2,957 | 2,957 | |||||||||
| Depreciation and amortization | - | 56 | 56 | |||||||||
| Loss on foreclosed assets | - | 104 | 104 | |||||||||
| Total non-interest expense | 2,805 | 3,117 | 5,922 | |||||||||
| Net income | $ | 507 | $ | 878 | $ | 1,385 | ||||||
| Net income attributable to preferred equity holders | - | - | 720 | |||||||||
| Net income attributable to common equity holders | $ | - | $ | - | $ | 665 | ||||||
Reconciliation of total assets:
| (in thousands of dollars) |
339 Justabout Land Company, LLC |
Shepherds Finance, LLC |
Elimination | Total | ||||||||||||
| Total assets as of December 31, 2025 | $ | - | $ | 68,536 | $ | - | $ | 68,536 | ||||||||
Certificate of Deposits
The Company has a certificate of deposit ("CD") with a lender which is used as collateral for a line of credit on a dollar for dollar basis. When less than the maximum drawn on the line of credit, the undrawn amount could be redeemed from the CD with penalty. As a result, the amount borrowed against the CD is restricted and the amount available to draw is unrestricted. As of September 30, 2026 the restricted CD was $955 and the unrestricted CD was $1,320. As of December 31, 2025 the CD was $2,275 and fully restricted.
Real Estate Investments
During the quarter ended September 30, 2026, the Company sold and transferred from real estate investments to loans receivable, net one real estate development lot for $455.
During the nine months ended September 30, 2026, the Company sold one asset for sale proceeds of $169 and a loss on sale of $3.
The following table is a roll forward of real estate investment:
|
Nine Months Ended September 30, 2026 |
Year Ended December 31, 2025 |
Nine Months Ended September 30, 2025 |
||||||||||
| Beginning balance | $ | 169 | $ | 13,529 | $ | 13,529 | ||||||
| Proceeds from disposal of 339 | - | (9,876 | ) | - | ||||||||
| Gain on sale of real estate investments | - | 276 | - | |||||||||
| Loss on sale of real estate investments | (3 | ) | - | - | ||||||||
| Proceeds from the sale of real estate investments | (169 | ) | (4,956 | ) | (2,805 | ) | ||||||
| Real estate investments transferred from/to loan receivables, net | 1,480 | - | - | |||||||||
| Investments in real estate assets | 25 | - | - | |||||||||
| Additions for construction/development | 4 | 1,196 | 940 | |||||||||
| Disposal of 339 segment | - | - | (9,683 | ) | ||||||||
| Ending balance | $ | 1,506 | $ | 169 | $ | 1,981 | ||||||
Capitalized Interest Activity
The following table is capitalized interest included in additions for construction/development for real estate investment assets:
|
September 30, 2026 |
September 30, 2025 |
|||||||
| Capitalized interest | $ | 2 | $ | 489 | ||||
| Cost of funds | 9.24 | % | 9.35 | % | ||||
The capitalized interest is included within real estate investment assets on the consolidated balance sheet.
Refundable Prepaid Interest
Below is a roll forward of refundable prepaid interest:
|
Nine Months Ended September 30, 2026 |
Year Ended December 31, 2025 |
Nine Months Ended September 30, 2025 |
||||||||||
| Beginning balance | $ | 965 | $ | 353 | $ | 353 | ||||||
| Additions from loans | 1,788 | 2,510 | 2,126 | |||||||||
| Interest, fees, principal or repaid to borrower | (2,038 | ) | (1,898 | ) | (1,120 | ) | ||||||
| Ending balance | $ | 715 | $ | 965 | $ | 1,359 | ||||||
Related Party Borrowings
As of September 30, 2026 and December 31, 2025, the Company had $0 and $26 borrowed against its lines of credit from affiliates, respectively, with a total limit of $2,500 as of September 30, 2026 and December 31, 2025.
Secured Borrowings
Lines of Credit
Lines of Credit with Mr. Wallach and His Affiliates
As of September 30, 2026 and December 31, 2025, the Company had $0 and $26 borrowed against its lines of credit from affiliates, respectively, with a total limit of $2,500 as of September 30, 2026 and December 31, 2025.
United Lines of Credit
In January 2025, we established a revolving line of credit with United Bank for $2,275, maturing in January 2027. The interest rate on this line of credit is 5.5%. The line is secured by $2,275 CD. The unborrowed portion of the line may be withdrawn from the CD with a penalty which decreases its availability. As of September 30, 2026 and December 31, 2025, the amount due on this line of credit was $955 and $2,275, respectively.
In January 2025, we established a revolving line of credit with United Bank for $725, with an expiration date of January 2040. The interest rate on this line of credit is 7.5%. As of September 30, 2026 and December 31, 2025, the amount due on this line of credit was $0 and $725, respectively. The Company's office in Jacksonville, FL, is used as collateral for this line of credit.
Liberty Savings Bank Line of Credit
In December 2025, we established a revolving line of credit with Liberty Savings Bank for $5,000, which may be terminated upon 90 days' written notice. The interest rate on this line of credit varies and is indexed to the current Prime rate plus 0.5%. As of September 30, 2026 and December 31, 2025, the Company had borrowed $5,000 and $0 against the revolving line of credit, respectively.
Loan Purchase and Sale Agreements
As of September 30, 2026 and December 31, 2025, there is no limit on the maximum principal amount under the Builder Finance loan purchase and sale agreement, and the outstanding principal under such agreement was $4,418 and $1,458, respectively, with an interest rate of 8.99% for both periods. The agreement has a term of 12 months and renews automatically for an additional 12 months unless either party provides written notice of intent not to renew at least six months prior to the end of the term.
As of September 30, 2026 and December 31, 2025, the maximum principal amount under the S.K. Funding loan purchase and sale agreement was $6,500 for both period end dates. Borrowings up to $1,400 over the principal amount may be unsecured. There were $495 and $0 of unsecured borrowings as of September 30, 2026 and December 31, 2025; respectively, with an interest rate of 9.50% for both periods. The agreement is automatically renewed every six months unless notice is given by either party. Additionally, the Company executed an amendment to the agreement with S.K. Funding that allowed the Company to sell participating interests in loans. The balance of the portion sold on these loans is removed from the balance sheet of the Company and interest on the portion sold is not reflected in its statement of operations. As of September 30, 2026 and December 31, 2025, the loan receivable principal balance sold under the secured portion of this agreement was $850 and $1,400, respectively.
Secured Deferred Financing Costs
The Company had secured deferred financing costs of $10 and $12 as of September 30, 2026 and December 31, 2025, respectively.
Secured Borrowings Secured by Loan Assets
Borrowings secured by loan assets are summarized below:
| September 30, 2026 | December 31, 2025 | |||||||||||||||
| Book Value of Loans which Served as Collateral | Due from Shepherd's Finance to Loan Purchaser or Lender | Book Value of Loans which Served as Collateral | Due from Shepherd's Finance to Loan Purchaser or Lender | |||||||||||||
| Loan Purchaser | ||||||||||||||||
| Builder Finance | $ | 6,801 | $ | 4,418 | $ | 1,813 | $ | 1,458 | ||||||||
| S.K. Funding | 16,946 | 6,500 | 9,011 | 6,500 | ||||||||||||
| Lender | ||||||||||||||||
| Shuman | - | - | 210 | 125 | ||||||||||||
| Jeff Eppinger | 6,396 | 1,500 | 5,789 | 200 | ||||||||||||
| R. Scott Summers | 1,460 | 928 | 2,731 | 903 | ||||||||||||
| John C. Solomon | 931 | 563 | 1,057 | 563 | ||||||||||||
| Judith Swanson | 10,136 | 6,721 | 12,568 | 6,407 | ||||||||||||
| Liberty Savings Bank | 5,603 | 5,000 | - | - | ||||||||||||
| Total | $ | 48,273 | $ | 25,630 | $ | 33,179 | $ | 16,156 | ||||||||
Unsecured Borrowings
Unsecured Notes through the Public Offering ("Notes Program")
The effective interest rate on borrowings through our Notes Program as of September 30, 2026 and December 31, 2025, was 9.00% and 8.90%, respectively.
We generally offer four durations at any given time, ranging from 12 to 48 months from the date of issuance. All Notes sold in our fifth public offering, which was declared effective on April 30, 2026, include a mandatory early redemption option, provided that the proceeds are reinvested. In our other historical offerings, there were limited rights of early redemption. Our 36-month Note sold in our third public note offering had a mandatory early redemption option, subject to certain conditions.
The following table is a roll forward of our Notes Program:
|
Nine Months Ended September 30, 2026 |
Year Ended December 31, 2025 |
Nine Months Ended September 30, 2025 |
||||||||||
| Gross Notes outstanding, beginning of period | $ | 22,164 | $ | 19,968 | $ | 19,968 | ||||||
| Notes issued | 4,205 | 7,612 | 6,300 | |||||||||
| Note repayments / redemptions | (3,803 | ) | (5,416 | ) | (4,386 | ) | ||||||
| Gross Notes outstanding, end of period | $ | 22,566 | $ | 22,164 | $ | 21,882 | ||||||
| Less deferred financing costs, net | (268 | ) | (229 | ) | (185 | ) | ||||||
| Notes outstanding, net | $ | 22,298 | $ | 21,935 | $ | 21,697 | ||||||
The following is a roll forward of deferred financing costs related to the Notes Program:
|
Nine Months Ended September 30, 2026 |
Year Ended December 31, 2025 |
Nine Months Ended September 30, 2025 |
||||||||||
| Deferred financing costs, beginning balance | $ | 1,302 | $ | 1,060 | $ | 1,060 | ||||||
| Additions | 98 | 242 | 172 | |||||||||
| Disposals | (693 | ) | - | - | ||||||||
| Deferred financing costs, ending balance | 707 | 1,302 | 1,232 | |||||||||
| Less accumulated amortization | (439 | ) | (1,073 | ) | (1,047 | ) | ||||||
| Deferred financing costs, net | $ | 268 | $ | 229 | $ | 185 | ||||||
The following is a roll forward of the accumulated amortization of deferred financing costs:
|
Nine Months Ended September 30, 2026 |
Year Ended December 31, 2025 |
Nine Months Ended September 30, 2025 |
||||||||||
| Accumulated amortization, beginning balance | $ | 1,073 | $ | 910 | $ | 910 | ||||||
| Additions | 59 | 163 | 137 | |||||||||
| Disposals | (693 | ) | - | - | ||||||||
| Accumulated amortization, ending balance | $ | 439 | $ | 1,073 | $ | 1,047 | ||||||
Other Unsecured Debts
The following table is a detail of other unsecured debts:
| Loan |
Maturity Date |
Interest Rate(1) |
September 30, 2026 |
December 31, 2025 |
||||||||||
| Subordinated Promissory Note | October 2026 | 10.0 | % | 1,142 | 1,142 | |||||||||
| Subordinated Promissory Note | November 2026 | 9.5 | % | 200 | 200 | |||||||||
| Unsecured Line of Credit | October 2026(2) | 9.50 | % | 495 | - | |||||||||
| Subordinated Promissory Note | February 2027 | 9.0 | % | 600 | 600 | |||||||||
| Subordinated Promissory Note | February 2027 | 8.5 | % | 200 | 200 | |||||||||
| Subordinated Promissory Note | March 2027 | 10.0 | % | 26 | 26 | |||||||||
| Subordinated Promissory Note | March 2027 | 9.5 | % | 1,000 | 1,000 | |||||||||
| Unsecured Line of Credit | April 2027 | 10.0 | % | 500 | 500 | |||||||||
| Subordinated Promissory Note | May 2027 | 10.0 | % | 97 | 97 | |||||||||
| Unsecured Line of Credit | October 2027 | 10.0 | % | 279 | 592 | |||||||||
| Subordinated Promissory Note | September 2027 | 10.0 | % | 108 | 108 | |||||||||
| Subordinated Promissory Note | October 2027 | 8.5 | % | 200 | 200 | |||||||||
| Subordinated Promissory Note | November 2027 | 10.0 | % | 120 | 120 | |||||||||
| Subordinated Promissory Note | December 2027 | 10.0 | % | 20 | 20 | |||||||||
| Subordinated Promissory Note | March 2028 | 9.75 | % | 500 | 500 | |||||||||
| Subordinated Promissory Note | April 2028 | 10.0 | % | 149 | 149 | |||||||||
| Subordinated Promissory Note | July 2028 | 8.5 | % | 100 | 100 | |||||||||
| Senior Subordinated Promissory Note | October 2028(3) | 1.0 | % | 1,072 | 1,072 | |||||||||
| Junior Subordinated Promissory Note | October 2028(3) | 20.0 | % | 666 | 666 | |||||||||
| Subordinated Promissory Note | October 2028 | 10.0 | % | 1,043 | 1,043 | |||||||||
| Subordinated Promissory Note | October 2028 | 8.5 | % | 100 | 100 | |||||||||
| Subordinated Promissory Note | December 2028 | 10.0 | % | 149 | 149 | |||||||||
| Subordinated Promissory Note | January 2029 | 9.0 | % | - | 15 | |||||||||
| Subordinated Promissory Note | March 2029 | 10.0 | % | 1,200 | 1,200 | |||||||||
| Subordinated Promissory Note | March 2029 | 6.5 | % | 306 | - | |||||||||
| Subordinated Promissory Note | April 2029 | 11.0 | % | 2,000 | 2,000 | |||||||||
| Subordinated Promissory Note | April 2029 | 9.0 | % | 301 | 301 | |||||||||
| Subordinated Promissory Note | December 2029 | 8.0 | % | 248 | 248 | |||||||||
| Senior Subordinated Promissory Note | July 2030(3) | 1.0 | % | 1,637 | 740 | |||||||||
| Junior Subordinated Promissory Note | July 2030(3) | 20.0 | % | 1,018 | 460 | |||||||||
| Subordinated Promissory Note | July 2030 | 10.0 | % | 33 | - | |||||||||
| Subordinated Promissory Note | August 2030 | 10.0 | % | 400 | 291 | |||||||||
| Subordinated Promissory Note | February 2031 | 11.0 | % | 400 | - | |||||||||
| Subordinated Promissory Note | February 2031 | 11.0 | % | 300 | - | |||||||||
| Subordinated Promissory Note | February 2031 | 11.0 | % | 365 | - | |||||||||
| Subordinated Promissory Note | February 2031 | 11.0 | % | 300 | - | |||||||||
| Subordinated Promissory Note | February 2031 | 11.0 | % | 400 | - | |||||||||
| Subordinated Promissory Note | March 2031 | 11.0 | % | 500 | - | |||||||||
| Subordinated Promissory Note | March 2031 | 11.0 | % | 500 | - | |||||||||
| $ | 18,674 | $ | 13,839 | |||||||||||
| (1) | Interest rate per annum, based upon actual days outstanding and a 365/366-day year. |
| (2) | Note automatically renews for an additional six months until notice is given by either party. |
| (3) | These notes were issued to the same holder and, when calculated together, yield a blended rate of 10% per annum. |
Series C Preferred Equity
Series C preferred equity distributions, liquidation rights and conversion features are determined based on the undiscounted value, which was $9,501 and $9,085 as of September 30, 2026 and December 31, 2025, respectively. In addition, the Company's Board of Managers increased the number of Series C authorized preferred equity shares from 20,000 to 25,000.
The following table shows the earliest conversion options for investors in Series C preferred equity as of September 30, 2026. Amounts are presented at redeemable values, which are prior to discounts reflected in the carrying amounts:
| Year Maturing |
Total Amount Convertible |
|||
| Currently convertible (requires notice of 12 months) | $ | 3,577 | ||
| 2027 | 309 | |||
| 2028 | 1,395 | |||
| 2029 | 206 | |||
| 2030 and thereafter | 4,014 | |||
| Total | $ | 9,501 | ||
Priority of Borrowings
The following table displays our borrowings and a ranking of priority. The lower the number, the higher the priority.
|
Priority Rank |
September 30, 2026 | December 31, 2025 | ||||||||
| Borrowing Source | ||||||||||
| Purchase and sale agreements and other secured borrowings | 1 | $ | 26,585 | $ | 18,431 | |||||
| Secured line of credit from affiliates | 2 | - | 26 | |||||||
| Unsecured line of credit (senior) | 3 | - | - | |||||||
| Other unsecured debt (senior subordinated) | 4 | 2,709 | 1,812 | |||||||
| Unsecured Notes through our public offering, gross (subordinated) | 5 | 22,566 | 22,164 | |||||||
| Other unsecured debt (subordinated) | 5 | 14,281 | 10,901 | |||||||
| Other unsecured debt (junior subordinated) | 6 | 1,684 | 1,126 | |||||||
| Less deferred financing fees | (278 | ) | (241 | |||||||
| Total | $ | 67,547 | $ | 54,219 | ||||||
Liquidity and Capital Resources
Our primary liquidity management objective is to meet expected cash flow needs while continuing to service our business and customers. As of September 30, 2026 and December 31, 2025, we had combined loans outstanding of 192 and 164, respectively. In addition, loans receivables, gross were $77,875 and $61,683 as of September 30, 2026 and December 31, 2025, respectively.
Unfunded commitments to extend credit, which have similar collateral, credit and market risk to our outstanding loans, were $26,309 and $23,557 as of September 30, 2026, and December 31, 2025, respectively. Outstanding letters of credit were $710 and $59 and included in the commitment value of $104,184 and $85,240 as of September 30, 2026 and December 31, 2025, respectively. For off-balance-sheet credit exposures, the estimate of expected credit losses has been presented as a liability on the balance sheet as of September 30, 2026.
We anticipate the Company's originations to be higher in 2027 due to an increase in marketing and sales efforts.
To fund our combined loans, we rely on secured debt, unsecured debt, and equity, which are described in the following table:
| Source of Liquidity |
As of
September 30, |
As of
December 31, |
||||||
| Secured debt, net of deferred financing costs | $ | 26,575 | $ | 18,445 | ||||
| Unsecured debt, net of deferred financing costs | $ | 40,972 | $ | 35,774 | ||||
| Members' Capital | $ | 10,181 | $ | 8,211 | ||||
| Cash and cash equivalents | $ | 1,613 | $ | 3,490 | ||||
As of September 30, 2026 and December 31, 2025, cash and cash equivalents were $1,613 and $3,490, respectively.
The Company has nine lines of credit with several lenders, and as of September 30, 2026, our availability to borrow against these lines of credit was $6,074, subject to certain collateral requirements. Without an additional $1,599 of collateral, our availability to borrow against these lines of credit as of September 30, 2026 was $4,475.
We anticipate equity to increase during the last three months of 2026, mostly through retained earnings. If we cannot maintain our equity, we will rely more heavily on raising additional funds through the Notes Program.
The following table shows the maturity of outstanding debt as of September 30, 2026:
| Year Maturing | Total Amount Maturing | Public Offering | Other Unsecured | Secured Borrowings | ||||||||
| 2026 | $ | 28,295 | $1,323 | $ | 1,342 | $25,630 | ||||||
| 2027 | 10,744 | 6,144 | 3,645 | 955 | ||||||||
| 2028 | 14,002 | 10,223 | 3,779 | - | ||||||||
| 2029 | 6,869 | 2,814 | 4,055 | - | ||||||||
| 2030 and thereafter | 7,915 | 2,062 | 5,853 | - | ||||||||
| Total | $ | 67,825 | $22,566 | $ | 18,674 | $26,585 | ||||||
Secured borrowings maturing as of December 31, 2026 significantly consists of loan purchase and sale agreements with two loan purchasers (Builder Finance and S. K. Funding) and secured lines of credit with several lenders. These secured borrowings are listed as maturing by the end of the year ended December 31, 2026 is due primarily to their related demand loan collateral.
The following are secured facilities listed as principal maturing in 2026 with actual maturity and renewal dates:
| ● |
Swanson - $6,721 due October 2027 and automatically renews unless notice given; |
|
| ● | S. K. Funding - $3,500 due January 2027 and automatically renews every six months unless notice is given; | |
| ● | S. K. Funding - $3,000 due April 2027 and automatically renews unless notice is given no less than five months prior to the end of the term; | |
| ● | Builder Finance, Inc - $4,418 with no expiration date; | |
| ● | Liberty Savings Bank - $5,000 no expiration date and may terminate upon 90 days of written notice; and | |
| ● | New LOC Agreements - $2,991 generally one-month notice and nine months to reduce principal balance to zero. |
Unsecured borrowings due by December 31, 2026, consist of Notes issued pursuant to the Notes Program and other unsecured debt of $1,323 and $1,342, respectively. To the extent that Notes issued pursuant to the Notes Program are not reinvested upon maturity, we will be required to fund the maturities, which we anticipate funding through the issuance of new Notes in our Notes Program. During the last twelve months, approximately 88% of our Notes Program holders reinvested upon maturity. The 36-month Note sold in our public note offerings had a mandatory early redemption option, subject to certain conditions. Historically, our other unsecured debt has renewed. For more information on other unsecured borrowings, see Note 8 - Borrowings. If other unsecured borrowings are not renewed in the future, we anticipate funding such maturity through investments in our Notes Program.
Summary of Liquidity
We have the funding available to address the loans we have today, including our unfunded commitments. We anticipate an increase in our assets during the remainder of 2027 due to an increase in our marketing efforts. We are prepared for an increase in assets through the net sources and uses (12-month liquidity) listed above as well as future capital from debt, preferred equity, and regular equity. Although our secured debt is almost entirely listed as current due because of the underlying collateral being demand notes, the vast majority of our secured debt is either contractually set to automatically renew unless notice is given or, in the case of purchase and sale agreements, has no end date as to when the purchasers will not purchase new loans (although they are never required to purchase additional loans).
Inflation, Interest Rates, and Housing Starts
Since we are in the housing industry, we are affected by factors that impact that industry. Housing starts impact our customers' ability to sell their homes. Faster sales generally mean higher effective interest rates for us, as the recognition of fees we charge is spread over a shorter period. Slower sales generally mean lower effective interest rates for us. Slower sales also are likely to increase the default rate we experience.
Housing inflation has a positive impact on our operations. When we lend initially, we are lending a percentage of a home's expected value, based on historical sales. If those estimates prove to be low (in an inflationary market), the percentage we loaned of the value decreases, reducing potential losses on defaulted loans. The opposite is true in a deflationary housing price market. It is our opinion that values are well above average in many of the housing markets in the U.S. today, and our lending against these values is having more risk than prior years. In some of our markets, prices of homes sold are dropping. This is both because some homes are selling for less and because the average home selling is smaller (more affordable). However, we anticipate significant declines in home values in some markets over the next 12 months. Our customers generally benefit from housing inflation while it is happening and are hurt by deflation as we see today. In the long run, however, the opposite is actually true. When housing inflation happens, it drives down housing affordability which inevitably leads to less demand. Housing deflation leads to higher demand eventually. In the short run, inflation is good for our customers but in the long run it is bad. Deflation is bad for our customers in the short run, but good in the long run.
Interest rates have several impacts on our business. First, rates affect housing (starts, home size, etc.). High long-term interest rates may decrease housing starts, having the effects listed above. Housing starts have been in a tight range over the last year, and generally payoffs appear stable. Higher interest rates will also affect our investors. We believe that there will be a spread between the rate our Notes yield to our investors and the rates the same investors could get on deposits at FDIC insured institutions. We also believe that the spread may need to widen if these rates rise. For instance, if we pay 7% above average CD rates when CDs are paying 0.5%, when CDs are paying 5%, we may have to have a larger than 7% difference. This may cause our lending rates, which are based on our cost of funds, to be uncompetitive. High interest rates may also increase builder defaults, as interest payments may become a higher portion of operating costs for the builder. Recent changes in the Prime rate do not significantly impact us or our customers. A rise in prime makes our rates to our customer more attractive, but our investment rate less attractive to investors. The opposite is true when the prime rate goes down. These impacts are not significant. Long term mortgage rates for our customers' customers has more of an impact as mentioned above.
Below is a chart showing three-year U.S. treasury rates and 30-year fixed mortgage rates which is provided by Federal Reserve Economic Data ("FRED"). The U.S. treasury rates are used by us here to approximate CD rates. Both the short- and long-term interest rates have risen slightly to historically normal levels.
Housing prices are also generally correlated with housing starts; therefore, increases in housing starts usually coinciding with increases in housing values, and the reverse is generally true. Looking at the chart below, housing starts have fallen back from the pandemic high; however, since then the change has remained relatively flat.
Below is a graph showing single family historical housing-starts which is provided by FRED:
Off-Balance Sheet Arrangements
As of September 30, 2026, we had no off-balance sheet transactions, nor do we currently have any such arrangements or obligations.