$8.58
$15.61
bear $8.58
base $13.94
bull $15.61
margin of safety $7.00
market price* $6.39
WHAT THE BUSINESS IS. Sunrise Realty Trust is a small commercial real estate lender organized as a REIT and externally managed by an affiliate of the Tannenbaum Capital Group (TCG) real estate platform. It was spun off from Advanced Flower Capital in July 2024, so it has about two years of operating history and has not yet lived through a credit downturn. It makes short-term, mostly senior loans to developers building or repositioning condominiums, homes, hotels, industrial and retail properties, concentrated in South Florida (Miami, Aventura, Fort Lauderdale, Palm Beach Gardens, Doral, West Palm Beach) and Texas (Dallas, Austin, Houston, San Antonio). At June 30, 2026 shareholders' equity was $181.8 million, or $13.45 a share, and borrowings were $141.7 million. After the Panther National loan repaid in full in July, the book stood at $248.8 million of principal across 12 loans on August 3, 2026, at a weighted average yield to maturity of about 12.3%, with borrowings cut to about $85.6 million. Management stated all loans were current. HOW WE MEASURED EARNINGS. For a lender, interest paid to its own lenders and losses on loans are costs of doing business, so we value the earnings left for shareholders after both and do not subtract the borrowings separately. Most interest on these construction loans is not paid in cash: it is drawn from interest reserves built into each loan and added to what the borrower owes, to be collected when the loan repays. About $17.4 million of 2025 interest arrived this way, and operating cash flow for 2025 was negative $3.4 million while the company paid dividends. We count that interest as earned but collected later, because the loans are designed this way and repayments have been arriving, but it means book value is only as good as the projects finishing and repaying, mostly in 2027 and 2028. We treat the loan loss reserve and the cost of arranging credit lines as real expenses. On that basis earnings were $1.00 a share in 2024 (a ramp-up year with much capital still in cash) and $0.95 in 2025, a 5% decline as the share count nearly doubled after a stock offering and a $2.0 million loss reserve was booked. The first half of 2026 produced net income of $7.3 million, while second-quarter net income was $3.1 million, or $0.23 a share. Year one of the base case is set at $0.90 a share, a 5% decline in line with 2025's actual rate, rather than at the stronger first-half pace. THE SAN ANTONIO HOTEL. A senior loan on the Thompson San Antonio hotel stopped performing and the lenders took ownership of the hotel in March 2026. On October 13, 2026 the hotel was sold to The Loren Group for $41.0 million. Sunrise's share was about $26.7 million, roughly $5.9 million in cash and a $20.8 million interest in a new senior loan made to the purchaser, which the company says matches its carrying value. This removes the earlier uncertainty about the sale, but the new loan finances most of the price of a hotel that already failed once, so it stays in the loss pool of the bear case. THE MERGER. Sunrise has agreed to merge with affiliated Southern Realty Trust, issuing 1.45 shares for each Southern share (about 8.4 million shares), priced off each company's book value with a 6% premium to Southern's. Every loan Sunrise holds is also held by Southern, so the combined company owns the same credits at larger scale. The manager would cut its incentive fee from 20% to 17.5%, lower the hurdle from 8% to 7%, and waive $1.0 million of base fees over four quarters. A $20 million share repurchase plan takes effect only if the merger closes. Neither the merger nor the repurchases is credited in any case: both depend on a vote not yet held, and the exchange is roughly book for book. BASE CASE ($13.94 a share). The company keeps its $13.45 of equity per share lent out at today's yields with today's modest borrowing, earning $0.90 a share next year and $0.87 a share for the following nine years. That level starts from 2025's $0.95 and charges credit losses averaging about 1% of the loan book a year, roughly half again the 2025 reserve, because a ten-year path for a construction lender will very likely include some period of stress. No growth is credited: a REIT that pays out its earnings can only grow by issuing shares, which does not add value per share. After year ten we credit only the return of the shareholders' capital, not any ability to keep earning more than our 6% rate, because two years without a downturn is too short to prove that. The earnings are worth about $6.43 a share today and the returned capital about $7.51. Borrowings are part of the business for a lender and are already charged through interest expense. BEAR CASE ($8.58 a share). Construction and development lending is the part of real estate credit that broke worst in the last full cycle. Across US banks, construction-loan write-offs reached a record annualized 7.77% in the fourth quarter of 2009, and banks wrote off another 5.28% of such loans in the first nine months of 2010. Marshall & Ilsley, a lender heavily exposed to Florida and Arizona construction, averaged about 14.9% annualized write-offs on its construction book over nine quarters through 2010, roughly a third of the book in total. Sunrise's book is concentrated in about a dozen loans, mostly South Florida condominium and Texas residential projects maturing in 2027-2028, with interest largely paid from reserves, so a stalled project turns accrued income into a loss quickly. In this case a downturn of that kind arrives in 2027-2029 and 25% of today's roughly $270 million of exposure (the loan book plus the new hotel loan) is lost: about $67.5 million, or $4.99 a share, cutting book value to about $8.46. Earnings fall to $0.85 next year, then to $0.30 a share for three years while bad loans earn nothing, the bank revolver that matures on November 8, 2027 is paid down from repayments instead of being renewed, and no new loans are made; they then recover to $0.59 a share, about 7% on the smaller book. The earnings are worth about $3.86 today and the reduced capital returned in year ten about $4.72. Borrowings of about $86 million against equity of roughly $114 million after the losses leave the company able to carry its debt without a forced share sale, which is why the bear case keeps some value; a loss of a third of the exposure, matching the Marshall & Ilsley record, would put the shares near $7.01. BULL CASE ($15.61 a share). The platform earns about $1.10 a share for ten years, roughly the first-half 2026 pace annualized, as repaid capital is redeployed at similar yields without a credit cycle, and the shareholders' capital is returned intact at year ten. Earnings are worth about $8.10 and the capital about $7.51. A premium to book beyond that is not credited because nothing yet shows the manager can earn well above our 6% rate through a downturn. WHAT CHANGED. The hotel sale has now closed at carrying value, which resolves the main open question from our earlier analysis. We also now charge a deeper downturn: our earlier bear case assumed losses of about 15% of the loan book, below what construction lenders actually lost in 2008-2010, so the earlier figures are not comparable. WHAT COULD MAKE THIS WRONG. Every value leans on book value being real, and book value depends on construction projects finishing and being sold or refinanced on schedule. Several Miami-area condominium or Texas residential projects stalling together would push losses toward the third of the book that Marshall & Ilsley lost. The $0.30 quarterly dividend was above GAAP net income of $0.23 a share in the second quarter of 2026; if that persists it slowly erodes book value. If we are wrong on both the earnings level ($0.80 a share rather than about $0.87) and book value ($12 rather than $13.45), the shares would be worth about $12.59. MARGIN-OF-SAFETY PRICE. We are only moderately sure of the earnings level: two full years and part of a third, no downturn yet, one foreclosure already, and most interest collected only when loans repay. The worst plausible outcome is a regional condominium bust hitting several large loans at once. Low borrowing means the company would likely survive it without a forced capital raise, but a concentrated book of about a dozen loans means a few bad outcomes cut book value sharply. If we are wrong on earnings and book value together the shares are worth about $12.59, in the bear case about $8.58, and in a Marshall & Ilsley-style loss about $7.01. The price assumes a three-year holding period, with dividends equal to each case's earnings. From $7.00 the base case implies about 33% a year including dividends, the bear case about 13% a year, and the severe-loss case about 5% a year. The margin-of-safety price is $7.00.