Manhattan Bridge Capital Annual Report 2021

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FY2021 Annual Report · Manhattan Bridge Capital

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A N N U A L
R E P O R T

DECEMBER 31, 2021

N Y

N e c k ,

Cutter Mill Road, Suite 205
60
1 1 0 2 1
G r e a t
516-444-3400
TEL:
FAX:
516-444-3404
www.manhattanbridgecapital.com
NASDAQ:LOAN

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Fellow Shareholders,

When I founded Manhattan Bridge Capital in 1989, immediately after arriving in NYC from Israel, I
didn’t imagine that the company would grow to become a leading Hard Money Lender in the New York
Metropolitan area and in Florida, and operate as a mortgage real estate investment trust (REIT).

We went a long way from starting in a basement in Flushing, Queens. I was 24 years old then and the
company’s sole owner. Through the years I maintained my position as the largest shareholder of the
company. Yet, I always strive to put your interests before my own. Here are a few examples that
demonstrate that: I have bought shares in the open market frequently since we started trading on
Nasdaq in 1999, I have asked our compensation committee to halt my salary and bonuses on several
occasions when I sensed that the company would need additional liquidity, I continue to extend my
personal guarantee to the company's line of credit and when we issue new shares to the market, I only
support the transaction when the price is higher than the previous offering.

Being the largest shareholder, the CEO and the Chairman of the Board is a significant responsibility
that I’m honored to take on. Therefore, I’m personally involved in every loan we make in order to
verify that risk is at a low level. I believe that practice, together with many other safety measures, are
the reasons that we have experienced no defaults since the beginning of this line of business over 16
years ago. I care about the value of our stock and I see you as my partners.

2021 was a year of recovery as Covid-19 started to subside. Interest rates declined and in order to stay
competitive in a cash-saturated environment, we lowered our fees. Yet, the follow-on stock offering we
closed in July 2021 at $7.20 (highest ever) helped restore our net earnings per share to $0.12 in the first
quarter of 2022, as well as increased book value per share to near an all-time high.

I believe that having a low equity to debt ratio, an impressive track record of no defaults, and a
significant management commitment makes us an unusual investment opportunity. In addition, we
established a stock buy-back program and in the past have purchased stock in the open market in many
cases where we believed that repurchasing the stock was benefitting shareholders.

I hope to see you at the annual stockholders' meeting on June 14, 2022.

All the best,

Assaf Ran
Chairman & CEO

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FORWARD-LOOKING STATEMENTS

This Annual Report, and letter and the statements of our representatives included therein, contain
or may contain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Statements that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing, words such as
“plan,” “project,” “potential,” “seek,” “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “estimate,” or “continue” are intended to identify forward-looking statements.
For example, when we discuss the belief that due to our low equity to debt ratio, an impressive
track record of no defaults, and a significant management commitment makes us an unusual
investment opportunity, we are using forward looking statements. Readers are cautioned that
certain important factors may affect the Company’s actual results and could cause such results to
differ materially from any forward-looking statements that may be made in this news release.
Forward-looking statements are not guarantees of future performance and involve risks and
uncertainties. Actual results may differ materially from those projected, expressed or implied in the
forward-looking statements as a result of various factors, including but not limited to the
following: (i) our loan origination activities, revenues and profits are limited by available funds;
(ii) we operate in a highly competitive market and competition may limit our
ability to originate loans with favorable interest rates; (iii) our Chief Executive Officer is critical
to our business and our future success may depend on our ability to retain him; (iv) if we
overestimate the yields on our loans or incorrectly value the collateral securing the loan, we may
experience losses; (v) we may be subject to “lender liability” claims; (vi) our due diligence may
not uncover all of a borrower’s liabilities or other risks to its business; (vii) borrower
concentration could lead to significant losses; (viii) we may choose to make distributions in our
own stock, in which case you may be required to pay income taxes in excess of the cash dividends
you receive; and (ix) if the effect of the COVID-19 pandemic on our business is greater than
anticipated. The risk factors contained in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2021 filed with the Securities and Exchange Commission identify important
factors that could cause such differences. These forward-looking statements speak only as of the
date of this press release, and we caution potential investors not to place undue reliance on such
statements. We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by
applicable law.

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General

We are a New York-based real estate finance company that specializes in originating, servicing and managing a
portfolio of first mortgage loans. We offer short-term, secured, non-banking loans (sometimes referred to as “hard money”
loans), which we may renew or extend on, before or after their initial term expires, to real estate investors to fund their
acquisition, renovation, rehabilitation or improvement of properties located in the New York metropolitan area, including New
Jersey and Connecticut, and in Florida. We are organized and conduct our operations to qualify as a real estate investment trust
for federal income tax purposes (“REIT”). We have qualified for taxation as a REIT beginning with our taxable year ended
December 31, 2014. For reasons discussed below, our restated certificate of incorporation restricts the acquisition and
ownership of our capital stock to 4.0% of our outstanding shares of capital stock, by value or number of shares, whichever is
more restrictive.

In order to maintain our qualification for taxation as a REIT, we are required to distribute at least 90% of our REIT
taxable income to our shareholders each year. To the extent we distribute less than 100% of our taxable income to our
shareholders (but more than 90%) we will maintain our qualification for taxation as a REIT, but the undistributed portion will
be subject to regular corporate income taxes. As a REIT, we may also be subject to federal excise taxes and minimum state taxes.
We also intend to operate our business in a manner that will permit us to maintain our exemption from registration under the
Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, in order for us to qualify for
taxation as a REIT, not more than 50% in value of our outstanding common shares may be owned, directly or indirectly, by five
or fewer individuals (as defined in the Internal Revenue Code of 1986, as amended (the “Code”) to include certain entities) at
any time during the last half of each taxable year, and at least 100 persons must beneficially own our stock during at least 335
days of a taxable year of 12 months, or during a proportionate portion of a shorter taxable year. To help ensure that we meet the
tests, our restated certificate of incorporation restricts the acquisition and ownership of our capital stock. The ownership
limitation is fixed at 4.0% of our outstanding shares of capital stock, by value or number of shares, whichever is more
restrictive. Assaf Ran, our Chief Executive Officer is exempt from this restriction.

The properties securing the loans are generally classified as residential or commercial real estate and, typically, are not
income producing. Each loan is secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed
by the principal(s) of the borrower, which guarantee may be collaterally secured by a pledge of the guarantor’s interest in the
borrower. The face amount of the loans we originated in the past seven years ranged from $30,000 to a maximum of $2.85
million. Our lending policy limits the maximum amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan
portfolio (not including the loan under consideration) and (ii) $3 million. Our loans typically have a maximum initial term of 12
months and bear interest at a fixed rate of 8% to 14% per year. In addition, we usually receive origination fees or “points”
ranging from 0% to 2% of the original principal amount of the loan as well as other fees relating to underwriting and funding
the loan. Interest is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan
usually does not exceed 75% of the value of the property (as determined by an independent appraiser) and in the case of
construction financing, it is typically up to 80% of construction costs.

Since commencing our business in 2007, we have never foreclosed on a property and none of our loans have ever gone
into default, although sometimes we have renewed or extended the term of a loan to enable the borrower to avoid premature sale
or refinancing of the property. When we renew or extend a loan, we generally receive additional “points” and other fees.

Our executive officers are experienced in hard money lending under various economic and market conditions. Loans
are originated, underwritten and structured by our Chief Executive Officer, assisted by our Chief Financial Officer, and then
managed and serviced principally by our Chief Financial Officer and our internal team. A principal source of new transactions
has been repeat business from prior customers and their referral of new business. We also receive leads for new business from
real estate brokers and mortgage brokers and a limited amount of advertising.

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believe that these market conditions should persist for a number of years. We have built our business on a foundation of intimate
knowledge of the New York metropolitan area real estate market combined with a disciplined credit and due diligence culture
that is designed to protect and preserve capital. We believe that our flexibility and ability to structure loans that address the needs
of our borrowers without compromising our standards on credit risk, our expertise, our intimate knowledge of the New York
metropolitan area real estate market and our focus on newly originated first mortgage loans, has defined our success until now
and should enable us to continue to achieve our objectives.

The Market Opportunity

Real estate investment is a capital-intensive business that relies heavily on debt capital to acquire, develop, improve,
construct, renovate and maintain properties. We believe that the demand for relatively small loans to acquire, renovate or
improve residential real estate held around the New York metropolitan area, including New Jersey and Connecticut, and in
Florida markets presents a compelling opportunity to generate attractive returns for an established, well-financed, non-bank
lender like us. We have competed successfully in these markets notwithstanding the fact that many traditional lenders, such as
banks and other institutional lenders, also service this market. Our primary competitive advantage is our ability to approve and
fund loans quickly and efficiently. In this environment, characterized by a supply-demand imbalance for financing and
increasing asset values, we believe we are well positioned to capitalize and profit from these industry trends.

We believe there is a significant market opportunity for a well-capitalized “hard money” real estate finance company
to originate attractively priced loans with strong credit fundamentals. Particularly around the New York metropolitan area where
real estate values are relatively stable and substandard properties are being improved, rehabilitated and renovated, we believe
there are many opportunities for a “hard money” lender providing capital for these purposes to small scale developers. We
further believe that our flexibility to structure loans to suit the particular needs of our borrowers and our ability to close
quickly make us an attractive alternative to banks and other large institutional lenders for small real estate developers and
investors.

Our Business and Growth Strategies

Our objective is to protect and preserve capital in a manner that provides for attractive risk-adjusted returns to our
shareholders over the long term, principally through dividends. We intend to achieve this objective by continuing to focus
exclusively on selectively originating, servicing and managing a portfolio of short-term real estate loans secured by first
mortgages on real estate located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida, that
are designed to generate attractive risk-adjusted returns across a variety of market conditions and economic cycles. We believe
that our ability to react quickly to the needs of borrowers, our flexibility in terms of structuring loans to meet the needs of
borrowers, our intimate knowledge of the New York metropolitan area real estate market, our expertise in “hard money”
lending and our focus on newly originated first mortgage loans, should enable us to achieve this objective. Nevertheless, we will
remain flexible in order to take advantage of other real estate related opportunities that may arise from time to time, whether
they relate to the mortgage market or, if we determine that it is in our best interest, to make direct or indirect investments in real
estate.

Our strategy to achieve our objective includes the following:

•

capitalize on opportunities created by the long-term structural changes in the real estate lending market and
the continuing demand for liquidity in the real estate market;

take advantage of the prevailing economic environment as well as economic, political and social trends that
may impact real estate lending currently and in the future as well as the outlook for real estate in general and
particular asset classes;

remain flexible in order to capitalize on changing sets of investment opportunities that may be present in the
various points of an economic cycle; and

operate so as to qualify for taxation as a REIT and for an exemption from registration under the Investment
Company Act.

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In furtherance of these strategies, we have a credit line agreement with Webster Business Credit Corporation
(“Webster”), Flushing Bank (“Flushing”), and Mizrahi Tefahot Bank Ltd. (“Mizrahi”) whereby Webster, Flushing and Mizrahi
have extended us a $32.5 million credit line.

Our Competitive Strengths

We believe our competitive strengths include:

•

Experienced management team. Our management team has successfully originated and serviced a portfolio
of real estate mortgage loans generating attractive annual returns under varying economic and real estate
market conditions. We expect that the experience of our management team will provide us with the ability to
effectively deploy our capital in a manner that we believe will provide for attractive risk-adjusted returns but
with a focus on capital preservation and protection.

Long-standing relationships. A significant portion of our business comes from repeat customers with whom
we have long-standing relationships. These customers are also a referral source for new borrowers. As long as
these customers remain active real estate investors they provide us with an advantage in securing new
business and help us maintain a pipeline to attractive new opportunities that may not be available to many of
our competitors or to the general market.

Knowledge of the market. Our intimate knowledge of the real estate markets in the geographic areas in which
we operate enhances our ability to identify attractive opportunities and helps distinguish us from many of our
competitors.

Disciplined lending. We seek to maximize our risk-adjusted returns, and preserve and protect capital, through
our disciplined and credit-based approach. We utilize rigorous underwriting and loan closing procedures that
include numerous checks and balances to evaluate the risks and merits of each potential transaction. We seek
to protect and preserve capital by carefully evaluating the condition of the property, the location of the
property, and the creditworthiness of the guarantors.

Vertically-integrated loan origination platform. We manage and control the loan process from origination
through closing with our own personnel and independent legal counsel and appraisers, with whom we have
long relationships, who together constitute a highly experienced team in credit evaluation, underwriting and
loan structuring. We also believe that our procedures and experience allow us to quickly and efficiently
execute opportunities we deem desirable.

Structuring flexibility. As a relatively small, non-bank real estate lender, we can move quickly and have much
more flexibility than traditional lenders to structure loans to suit the needs of our clients. Our ability to
customize financing structures to meet borrowers’ needs is one of our key business strengths.

No legacy issues. Unlike many of our competitors, we are not burdened by distressed legacy real estate assets
We do not have a legacy portfolio of lower-return or problem loans that could potentially dilute the attractive
liquidity-challenged environment and/or distract and
returns we believe are available in the current
monopolize our management team’s time and attention. We do not have any adverse credit exposure to, and
we do not anticipate that our performance will be negatively impacted by, previously purchased assets.

Our Real Estate Lending Activities

Our real estate lending activities involve originating, funding, servicing and managing short-term loans (i.e.: loans with
an initial term of not more than one year), secured by first mortgage liens on real estate property located in the New York
metropolitan area, including New Jersey and Connecticut, and in Florida, held for investment or resale. Generally, borrowers use
the proceeds from our loans for one of three purposes: (i) to acquire and renovate existing residential (single, one or two
family) real estate properties; (ii) to acquire vacant real estate and construct residential real properties; and (iii) to purchase and
hold income producing properties. Our mortgage loans are structured to fit the needs and business plans of the borrowers.
4

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Revenue is generated primarily from the interest borrowers pay on our loans and, to a lesser extent, loan fee income generated
on the origination and extension of loans.

Most of our loans are funded in full at the closing. However, our loan portfolio includes a number of construction loans,
which are only partially funded at closing. At December 31, 2021, our unfunded commitment was approximately $7.21 million.
At December 31, 2020, our unfunded commitment was approximately $4.60 million. Advances under construction loans are
funded against requests supported by all required documentation as and when needed to pay contractors and other costs of
construction. In the case of construction loans, the borrower will either deliver multiple notes or one global note for the entire
commitment. In either case, interest only accrues on the funded portion of the loan.

In general, our strategy is to service and manage the loans we originate until they are paid. However, there have been
a few instances where we have either used loans as collateral, or sold participating interests in loans. At December 31, 2021,
most of our loans are secured by properties located around the New York metropolitan area. Most of the properties we finance
are residential, although on occasion they are classified as commercial. However, in all instances the properties are held only for
investment by the borrowers. Most of these properties do not generate any cash flow.

The typical terms of our loans are as follows:

Principal amount – In the last seven years, a minimum of $30,000 to a maximum of $2.85 million. Our lending
policy limits the maximum loan amount to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the
loan under consideration) and (ii) $3 million.

Loan-to-Value Ratio - Up to 75%, and/or up to 80% of construction costs.

Interest rate - Most of the loans in our portfolio have a fixed rate of typically 8% to 14%.

Term - Generally, one year with early termination in the event of a sale of the property or a refinancing. We entertain

requests for granting extensions under certain conditions.

Prepayments - Borrower may prepay the loan at any time beginning three months after the funding date and in some

instances, we waive prepayment fees.

Covenants - To timely pay all interest on the loan and to maintain hazard insurance with respect to the property.

Events of default - Include: (i) failure to comply with the loan terms; (ii) breach of a covenant.

Payment terms - Interest only is payable monthly in arrears. Principal is due in a “balloon” payment at the maturity

date.

Escrow - None.

Reserves - None.

Security - The loan is evidenced by a promissory note, which is secured by a first mortgage lien on the real property
owned by the boroer. In addition, each loan is guaranteed by the principals of the borrower, which may be collaterally secured
by a pledge of the guarantor’s interest in the borrower.

Fees and Expenses - Borrowers generally pay an origination fee equal to 0% to 2% of the loan amount. If we agree to
extend the term of the loan, we usually collect the same origination fee we charged on the initial funding of the loan. In
addition, borrowers in some cases also pay a processing fee, wire fee, bounced check fee and, in the case of construction loans,
check requisition fee for each draw from the loan. Finally, the borrower pays all expenses relating to obtaining the loan
including the cost of a property appraisal, and all title, recording fees and legal fees.

Operating Data

The decline in interest rates has adversely impacted our income and earnings. Recent market conditions, including
interest rate reductions, intense competition and slowing real estate markets in the areas we operate, have caused a reduction in
our margins.

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Our loan portfolio

The following table highlights certain information regarding our real estate lending activities for the periods indicated:

($ in thousands)
Loans originated
Loans repaid
Mortgage lending revenues
Mortgage lending expenses
Number of loans outstanding
Principal amount of loans earning interest
Average outstanding loan balance
Percent of loans secured by New York metropolitan area properties,
including in New Jersey and Connecticut (1)
Weighted average contractual interest rate
Weighted average term to maturity (in months) (2)
(1) Calculated based on the number of loans.
(2) Without giving effect to extension options.

Year Ended December 31,

2021
$ 49,268
$ 41,650
6,808
$
1,053
$
131
$ 65,715
502
$

2020
$ 43,719
$ 39,136
$ 7,006
$ 1,362
128
$ 58,098
454
$

95.42%
9.53%
5.71

97.66%
10.33%
4.73

At December 31, 2021 and 2020, no single loan, borrower or group of affiliated borrowers accounted for more than

10% of our loan portfolio.

The following table sets forth information regarding the types of properties securing our mortgage loans outstanding at

December 31, 2021 and 2020, and the interest earned in each category (dollars in thousands):

Number of
Loans
120
6
5
131

Residential
Commercial
Mixed Use
Total

2021
Interest
Earned
$3,406
289
150
$3,845

Percentage
89%
7%
4%
100%

Number of
Loans
120
4
4
128

2020
Interest
Earned
$3,924
168
118
$4,210

Percentage
93%
4%
3%
100%

Our Origination Process and Underwriting Criteria

We primarily rely on our relationships with existing and former borrowers, real estate investors, real estate brokers, loan
initiators, and mortgage brokers to originate loans. Many of our borrowers are “repeat customers.” When underwriting a loan,
the primary focus of our analysis is the value of a property and the credit worthiness of the borrower and its principals. Prior to
making a final decision on a loan application we conduct extensive due diligence of the borrower and its principals. In terms of
the property, we require an assessment report and evaluation. We also order title, lien and judgment searches. In most cases, we
will also make an on-site visit to evaluate not only the property but the neighborhood in which it is located. Finally, we analyze
and assess financial and operational data provided by the borrower relating to its operation and maintenance of the property. In
terms of the borrower and its principals, we usually obtain third party credit reports from one of the major credit reporting
services as well as personal financial information provided by the borrower and its principals. We analyze all this information
carefully prior to making a final determination. Ultimately, our decision is based on our conclusions regarding the value of the
property, which takes into account factors such as the neighborhood in which the property is located, the current use and
potential alternative use of the property, current and potential net income from the property, the local market, sales information
of comparable properties, existing zoning regulations, the creditworthiness of the borrower and its principals and their
experience in real estate ownership, construction, development and management. In conducting our due diligence we rely, in
part, on third party professionals and experts including appraisers, engineers, title insurers and attorneys.

Before a loan commitment is issued, the loan must be reviewed and approved by our Chief Executive Officer. Our loan
commitments are generally issued subject to receipt by us of title documentation and title report, in a form satisfactory to us, for
the underlying property. We require a personal guarantee from the principal or principals of the borrower.

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Our Current Financing Strategies

Our financing strategies are critical to the success and growth of our business. Our financing strategies at this time are
limited to equity and debt offerings, as well as lines of credit from banks. Our principal capital raising transactions have
consisted of the following:

Credit line. Currently, we have a credit line with Webster, Flushing, and Mizrahi pursuant to which we are eligible to
borrow up to $32.5 million against assignments of mortgages and other collateral (the “Webster Credit Line”), as described in
“Liquidity and Capital Resources” below. The current interest rates under the Webster Credit Line equal (i) LIBOR plus a
premium, which rate aggregated 4.10%, including a 0.5% agency fee, as of December 31, 2021, or (ii) a Base Rate (as defined
in the Amended and Restated Credit Agreement) plus 2.25% plus a 0.5% agency fee, as chosen by the Company for each
drawdown.
Report.)
As of December 31, 2021 and March 4, 2022, $15,645,970 and $22,275,972, respectively, was outstanding under the Webster
Credit Line.

statements

elsewhere

financial

included

Note

(See

this

the

Recent public offering

On July 9, 2021, we completed an underwritten public offering of 1,875,000 common shares at a public offering price
of $7.20 per share. The gross proceeds from the offering were $13.5 million and the net proceeds were approximately $12.4
million, after deducting our underwriting discounts and commissions and offering expenses.

The following table shows our capitalization, including our financing arrangements, and our loan portfolio as of

December 31, 2021:

Capitalization ($ in thousands):

Debt:
Line of credit
Senior secured notes (net of deferred financing costs of $322)
Total debt
Other liabilities
Capital (equity)
Total sources of capital

Assets:
Loans
Other assets
Total assets

15,646
5,678
21,324
2,496
43,386
67,206

65,715
1,491
67,206

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Competition

The real estate finance market around the New York metropolitan area is highly competitive. We face competition for
lending and investment opportunities from a variety of institutional lenders and investors and many other market participants,
including specialty finance companies, mortgage/other REITs, commercial banks and thrift institutions, investment banks,
insurance companies, hedge funds and other financial institutions as well as private equity funds, family offices and high net
worth individuals. Many of these competitors enjoy competitive advantages over us, including greater name recognition,
established lending relationships with customers, financial resources, and access to capital. In addition, due to market conditions
and intense competition in the market, we have begun to charge our customers lower interest rates and origination fees charged
on loans, which has resulted in our reduced revenues in 2021. We have also seen a lower demand of new loans resulting from
the COVID-19 pandemic.

Notwithstanding the intense competition and some of our competitive disadvantages, we believe we have carved a niche
for ourselves among small real estate developers, owners and contractors throughout the New York metropolitan area because
of our ability to structure each loan to suit the needs of each individual borrower and our ability to act quickly. In addition, we
believe we have developed a reputation among these borrowers as offering reasonable terms and providing outstanding customer
service. We believe our future success will depend on our ability to maintain and capitalize on our existing relationships with
borrowers and brokers and to expand our borrower base by continuing to offer attractive loan products, remain competitive in
pricing and terms, and provide superior service.

In addition, we have also begun operating in the New Jersey, Connecticut and Florida markets.
As we have not operated in those markets for an extended period of time, we have faced competition from more established
lenders, as well as some smaller lenders, in those markets.

Sales and Marketing

We do not engage any third parties for sales and marketing. Rather, we rely on our internal team to generate lending
opportunities as well as referrals from existing or former borrowers, brokers and bankers and advertising to generate lending
opportunities. A principal source of new transactions has been repeat business from prior customers and their referral of new
leads.

Intellectual Property

Our business does not depend on exploiting or leveraging any intellectual property rights. To the extent we own any
rights to intellectual property, we rely on a combination of federal, state and common law trademarks, service marks and trade
names, copyrights and trade secret protection. We have registered some of our trademarks and service marks in the United States
Patent and Trademark Office including “Manhattan Bridge Capital”.

The protective steps we have taken may not deter misappropriation of our proprietary information. These claims, if
meritorious, could require us to license other rights or subject us to damages and, even if not meritorious, could result in the
expenditure of significant financial and managerial resources on our part.

Employees

As of December 31, 2021, we employed six employees. In addition, during 2021 we used outside lawyers and other
independent professionals to verify titles and ownership, to file liens and to consummate the transactions. Outside appraisers
were used to assist management in evaluating the worth of collateral, when deemed necessary by management. We also used
construction inspectors as well as mortgage brokers and deal initiators.

Regulation

Our operations are subject, in certain instances, to supervision and regulation by state and federal governmental
authorities and may be subject to various laws and judicial and administrative decisions imposing various requirements and
restrictions. In addition, we may rely on exemptions from various requirements of the Securities Act of 1933, as amended (the

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“Securities Act”), the Exchange Act, the Investment Company Act and ERISA. These exemptions are sometimes highly
complex and may in certain circumstances depend on compliance by third-parties who we do not control.

Regulation of Commercial Real Estate Lending Activities

Although most states do not regulate commercial finance, certain states impose limitations on interest rates and other
charges and on certain collection practices and creditor remedies, and require licensing of lenders and financiers and adequate
disclosure of certain contract terms. We also are required to comply with certain provisions of, among other statutes and
regulations, certain provisions of the Equal Credit Opportunity Act that are applicable to commercial loans, The USA PATRIOT
Act, regulations promulgated by the Office of Foreign Asset Control and federal and state securities laws and regulations.

Investment Company Act Exemption

Although we reserve the right to modify our business methods at any time, we are not currently required to register as
an investment company under the Investment Company Act. However, we cannot assure you that our business strategy will not
evolve over time in a manner that could subject us to the registration requirements of the Investment Company Act.

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself
out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities.
Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to
engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire
investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government
securities and cash items) on an unconsolidated basis, which we refer to as the 40% test.

We rely on the exception set forth in Section 3(c)(5)(C) of the Investment Company Act which excludes from the
definition of investment company “[a] ny person who is not engaged in the business of issuing redeemable securities,
face-amount certificates of the installment type or periodic payment plan certificates, and who is primarily engaged in one or
more of the following businesses... (C) purchasing or otherwise acquiring mortgages and other liens on and interests in real
estate.” This exception generally requires that at least 55% of an entity’s assets be comprised of mortgages and other liens on
and interests in real estate, also known as “qualifying interests,” and at least another 25% of the entity’s assets must be
comprised of real estate-type interests reduced by any amount of qualifying interests that the entity holds in excess of the 55%
minimum limit (with no more than 20% of the entity’s assets comprised of miscellaneous assets). At the present time, we
qualify for the exception under this section and our current intention is to continue to focus on originating short term loans
secured by first mortgages on real property. However, if, in the future, we do acquire non-real estate assets without the
acquisition of substantial real estate assets, we may be deemed to be an “investment company” and be required to register as
such under the Investment Company Act, which could have a material adverse effect on us.

If we were required to register as an investment company under the Investment Company Act, we would become
subject to substantial regulation with respect to our capital structure (including our ability to use leverage), management,
operations, transactions with affiliated persons (as defined in the Investment Company Act), portfolio composition, including
restrictions with respect to diversification and industry concentration, and other matters.

Qualification for exclusion from the definition of an investment company under the Investment Company Act will limit
our ability to make certain investments. In addition, complying with the tests for such exclusion could restrict the time at which
we can acquire and sell assets.

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Business

Environmental Laws

Our borrowers, who own properties, may be subject to various environmental laws of federal, state and local
governments. To the extent that an owner of a property underlying one of our debt instruments becomes liable for removal
costs, the ability of the owner to make payments to us may be reduced, which in turn may adversely affect the value of the
relevant mortgage asset held by us and our ability to make distributions to our shareholders. To date, our borrowers’
compliance with existing laws has not had a material adverse effect on our earnings and we do not have reason to believe it
will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies
or new or changed laws or regulations on the properties owned by our borrowers.

Properties

Our executive and principal operating office is located in Great Neck, New York. We use this space for all of our
operations. This space is occupied under a lease, as amended, that expires November 30, 2027. The current monthly rent is
$5,053, including electricity and real estate taxes. We believe this facility is adequate to meet our requirements at our current
level of business activity.

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ManagementÊs Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis of financial condition and results of operations should be read in
conjunction with our audited consolidated financial statements and notes thereto contained elsewhere in this Report. This
discussion contains forward-looking statements based on current expectations that involve risks and uncertainties. Actual
results and the timing of certain events may differ significantly from those projected in such forward-looking statements.

Overview

We are a New York-based real estate finance company taxed as a REIT that specializes in originating, servicing and
managing a portfolio of first mortgage loans. We offer short-term, secured, non-banking loans (sometimes referred to as “hard
money” loans), which we may renew or extend on, before or after their initial term expires, to real estate investors to fund their
acquisition, renovation, rehabilitation or development of residential or commercial properties located in the New York
metropolitan area, including New Jersey and Connecticut, and in Florida. As a REIT, we are required to distribute at least 90%
of our REIT taxable income to our shareholders on an annual basis.

In order to maintain our qualification for taxation as a REIT, we are required to distribute at least 90% of our REIT
taxable income to our shareholders each year. To the extent we distribute less than 100% of our taxable income to our
shareholders (but more than 90%) we will maintain our qualification for taxation as a REIT, but the undistributed portion will
be subject to regular corporate income taxes. As a REIT, we may also be subject to federal excise taxes and minimum state taxes.
We also intend to operate our business in a manner that will permit us to maintain our exemption from registration under the
Investment Company Act. In addition, in order for us to qualify for taxation as a REIT, not more than 50% in value of our
outstanding common shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include
certain entities) at any time during the last half of each taxable year, and at least 100 persons must beneficially own our stock
during at least 335 days of a taxable year of 12 months, or during a proportionate portion of a shorter taxable year. To help ensure
that we meet the tests, our restated certificate of incorporation restricts the acquisition and ownership of our capital stock. The
ownership limitation is fixed at 4.0% of our outstanding shares of capital stock, by value or number of shares, whichever is more
restrictive.

The properties securing the loans are generally classified as residential or commercial real estate and, typically, are not
income producing. Each loan is secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed
by the principal(s) of the borrower, which guarantee may be collaterally secured by a pledge of the guarantor’s interest in the
borrower. The face amount of the loans we originated in the past seven years ranged from $30,000 to a maximum of $2.85
million. Our lending policy limits the maximum amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan
portfolio (not including the loan under consideration) and (ii) $3 million. Our loans typically have a maximum initial term of 12
months bearing interest at a fixed rate of 8% to 14% per year. In addition, we usually receive origination fees or “points”
ranging from 0% to 2% of the original principal amount of the loan as well as other fees relating to underwriting and funding
the loan. Interest is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan
usually does not exceed 75% of the value of the property (as determined by an independent appraiser) and in the case of
construction financing, it is typically up to 80% of construction costs.

Since commencing this business in 2007, we have made over 1,040 loans and never foreclosed on a property and none
of our loans have ever gone into default although sometimes we have renewed or extended our loans to enable the borrower to
avoid premature sale or refinancing of the property. When we renew or extend a loan we receive additional “points” and other
fees.

Our primary business objective is to grow our loan portfolio while protecting and preserving capital in a manner that
provides for attractive risk-adjusted returns to our shareholders over the long term through dividends. We intend to achieve this
objective by continuing to selectively originate loans and carefully manage our portfolio of first mortgage real estate loans in a
manner designed to generate attractive risk-adjusted returns across a variety of market conditions and economic cycles. We
believe that the demand for relatively small loans secured by residential and commercial real estate held for investment around
the New York metropolitan market, including New Jersey and Connecticut, and in the Florida market remains relatively strong,
but weakened due to the COVID-19 pandemic. Our ability to close deals fast has created an opportunity for non-bank “hard
money” real estate lenders like us to selectively originate high-quality first mortgage loans and this condition should persist for
a number of years. However, we have observed more intense competition in our industry from both small and large lenders,
which has resulted in more liquidity in the real estate markets in the geographic areas in which we operate. We also believe that
certain of our business competitors will not survive the COVID-19 pandemic if it continues for an extended period.

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ManagementÊs Discussion and Analysis of Financial Condition and Results of Operations

Since the onset of the COVID-19 pandemic, we have continued to originate loans as well as continued to service our
existing loans, though we had observed lower demand for new loans. In addition, we may experience difficulties collecting the
monthly interest on time, property values may decline and certain of our originated loans may need to be extended, though to
date we have not experienced many borrowers requiring such accommodations. Furthermore, due to market conditions and
intense competition in the market, we have begun to charge our customers lower interest rates and origination fees charged on
loans, which has resulted in our reduced revenues in 2021. We had also seen a lower demand of new loans resulting from the
COVID-19 pandemic. To date, we have not been materially impacted by the COVID-19 pandemic and will continue to closely
monitor the impact of the COVID-19 pandemic on all aspects of our business.

We expect the significance of the COVID-19 pandemic, including the extent of its effect on our financial and
operational results, to be dictated by, among other things, its duration, the success of efforts to contain it and the impact of actions
taken in response. For instance, government action to provide substantial financial support to businesses has provided helpful
mitigation for us and certain of our borrowers; its ultimate impact, however, is not yet clear. While we are not able at this time
to estimate the future impact of the COVID-19 pandemic on our financial and operational results, it could be material.

We have built our business on a foundation of intimate knowledge of the New York metropolitan area real estate
market combined with a disciplined credit and due diligence culture that is designed to protect and preserve capital. We believe
that our flexibility in terms of meeting the needs of borrowers without compromising our standards on credit risk, our expertise,
our intimate knowledge of the New York metropolitan area real estate market and our focus on newly originated first mortgage
loans, has defined our success until now and should enable us to continue to achieve our objectives.

A principal source of new transactions has been repeat business from prior customers and their referral of new
business. We also receive leads for new business from banks, brokers and a limited amount of advertising. Finally, our Chief
Executive Officer
development.
portion
We rely on our own employees, independent legal counsel, and other independent professionals to verify titles and ownership,
to file liens and to consummate the transactions. Outside appraisers are used to assist us in evaluating the worth of collateral,
when deemed necessary by management. We also use construction inspectors.

new business

significant

spends

time

also

his

At December 31, 2021, we were committed to $7,214,286 in construction loans that can be drawn by our borrowers

when certain conditions are met.

To date, we have not experienced any defaults and none of the loans previously made have been non-collectable,
although no assurances can be given that existing or future loans may not go into default or prove to be non-collectible in the
future.

Critical Accounting Policies and Use of Estimates

The preparation of 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 financial statements and the reported amounts of revenues and
expenses during the reporting period. Management will base the use of estimates on (a) a preset number of assumptions that
consider past experience, (b) future projections, and (c) general financial market conditions. Actual amounts could differ from
those estimates.

Interest income from commercial loans is recognized, as earned, over the loan period.

Origination fee revenue on commercial loans is amortized over the term of the respective note.

Effective January 1, 2020, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit
Losses (Topic 326). The ASU introduces a new credit loss methodology, Current Expected Credit Losses (“CECL”), which
requires earlier recognition of credit losses, while also providing additional transparency about credit risk. Management
estimates our CECL reserve primarily using the Weighted Average Remaining Maturity (“WARM”) method, which requires
reference to historic loss data taking into consideration expected economic conditions over the relevant timeframe. Application
of the WARM method to estimate a CECL reserve requires judgment, including (i) the appropriate historical loan loss reference

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ManagementÊs Discussion and Analysis of Financial Condition and Results of Operations

data, (ii) the expected timing and amount of future loan fundings and repayments, and (iii) the current credit quality of our loan
portfolio and expectations of performance and market conditions over the relevant time period. In addition, management reviews
each loan on a quarterly basis and evaluates the borrower’s ability to pay the monthly interest, the borrower’s likelihood of
executing the original exit strategy, as well as the loan-to-value ratio. Failure to properly measure an allowance for credit
losses could result in the overstatement of earnings and the carrying value of the loans receivable. Actual losses, if any, could
differ significantly from estimated amounts.

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of long lived
assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess the
recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through
undiscounted expected future cash flows. If the total of the undiscounted cash flows is less than the carrying amount of these
assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

There are also areas in which in management's judgment in selecting any available alternative would not produce a
materially different result. See our audited consolidated financial statements and notes thereto which begin on page F-1 of this
Report, which contain accounting policies and other disclosures required by accounting principles generally accepted in the
United States of America.

Results of operations

Years ended December 31, 2021 and 2020

Total revenue

Total revenue for the year ended December 31, 2021 was approximately $6,808,000, compared to approximately
$7,006,000 for the year ended December 31, 2020, a decrease of $198,000, or 2.8%. The decrease in revenue was primarily
attributable to lower interest rates and origination fees charged on loans due to market conditions and intense competition from
other lenders. In 2021, approximately $5,609,000 of our revenue represents interest income on secured, real estate loans that we
offer to small businesses compared to approximately $5,989,000 in 2020, and approximately $1,199,000 represents origination
fees on such loans, compared to approximately $1,018,000 in 2020. The loans are principally secured by collateral consisting of
real estate and accompanied by personal guarantees from the principals of the borrowers.

Interest and amortization of deferred financing costs

Interest and amortization of deferred financing costs for the year ended December 31, 2021 were approximately
$1,046,000, compared to approximately $1,356,000 for the year ended December 31, 2020, a decrease of $310,000 or 22.9%.
The decrease was primarily attributable to the reduced outstanding balance of the Webster Credit Line resulting from a public
offering of our common shares in July 2021 and decreased interest expense due to lower LIBOR rates. (See Notes 5 and 10 to
the financial statements included elsewhere in this Report).

General and administrative expenses

General and administrative expenses for the year ended December 31, 2021 were approximately $1,349,000, compared
to approximately $1,434,000 for the year ended December 31, 2020, a decrease of $85,000 or 5.9%. The decrease is primarily
attributable to an annual bonus paid to the Company’s CEO in 2020 which was not repeated in 2021 and a voluntary waiver from
the Company’s CEO forgoing his base salary for the months of October, November and December 2021, partially offset by
increases in advertising, travel and meal expenses.

Net income

Net income for the year ended December 31, 2021 was approximately $4,423,000, compared to approximately
$4,229,000 for the year ended December 31, 2020, an increase of $194,000, or 4.6%. This increase is primarily attributable to
decreases in interest and payroll expenses, offset by the decrease in revenue.

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ManagementÊs Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

At December 31, 2021, we had cash of approximately $143,000, compared to cash of approximately $132,000 at
December 31, 2020 (not including restricted cash, which mainly represents collections received, pending check clearance, from
the Company’s commercial loans and is primarily dedicated to the reduction of the Webster Credit Line).

For the year ended December 31, 2021, net cash provided by operating activities was approximately $4,599,000,
compared to approximately $4,222,000 for the year ended December 31, 2020. The increase in net cash provided by operating
activities primarily resulted from increases in net income, deferred origination fees, and interest receivable on loans.

For the year ended December 31, 2021, net cash used in investing activities was approximately $7,617,000, compared
to approximately $4,607,000 for the year ended December 31, 2020. Net cash used in investing activities for the year ended
December 31, 2021 consisted of the issuance of our short term commercial loans of approximately $49,268,000, offset by
collection of our commercial loans of approximately $41,650,000. Net cash provided by investing activities for the year ended
December 31, 2020 primarily consisted of the issuance of our short term commercial loans of approximately $43,719,000,
offset by collection of our commercial loans of approximately $39,136,000.

For the year ended December 31, 2021, net cash provided by financing activities was approximately $2,701,000,
compared to approximately $726,000 for the year ended December 31, 2020. Net cash provided by financing activities for the
year ended December 31, 2021 reflects the net proceeds from the public offering, as described below, of approximately
$12,354,000, offset by the repayment of the Webster Credit Line of an aggregate of approximately $4,663,000 and the dividend
payments of approximately $4,990,000. Net cash provided by financing activities for the year ended December 31, 2020 reflects
the net proceeds from the Webster Credit Line of an aggregate of approximately $5,076,000, offset by dividend payments of
approximately $4,143,000, the purchase of treasury shares of approximately $179,000 and deferred financing costs of
approximately $27,000.

Our Amended and Restated Credit and Security Agreement with Webster, Flushing Bank and Mizrahi provides for the
Webster Credit Line. Currently, the Webster Credit Line provides us with a credit line of $32.5 million in the aggregate until
February 28, 2023, secured by assignments of mortgages and other collateral. The Webster Credit Line contains various
covenants and restrictions including, among other covenants and restrictions, limiting the amount that the Company can borrow
relative to the value of the underlying collateral, maintaining various financial ratios and limitations on the terms of loans the
Company makes to its customers, limiting the Company’s ability to pay dividends under certain circumstances, and limiting the
Company’s ability to repurchase its common shares, sell assets, engage in mergers or consolidations, grant liens, and enter into
transactions with affiliates. In addition, the Webster Credit Line contains a cross default provision which will deem any default
under any indebtedness owed by us or our subsidiary, MBC Funding II, as a default under the credit line.

The interest rates relating to the Webster Credit Line equal (i) LIBOR plus a premium, which rate aggregated
approximately 4.10%, including a 0.5% agency fee, as of December 31, 2021, or (ii) a Base Rate (as defined in the Amended
and Restated Credit Agreement) plus 2.25% plus a 0.5% agency fee, as chosen by the Company for each drawdown. Under the
Amended and Restated Credit Agreement, the Company may repurchase, redeem or otherwise retire its equity securities in an
amount not to exceed ten percent of our annual net income from the prior fiscal year. Further, the Company may issue up to $20
million in bonds through its subsidiary, of which not more than $10 million of such bonds may be secured by mortgage notes
receivable, and provided that the terms and conditions of such bonds are approved by Webster, subject to its reasonable
discretion. In addition, Mr. Ran has provided a personal guaranty to the Webster Credit Line, which shall not exceed the sum of
$500,000 plus any costs relating to the enforcement of the personal guaranty.

On July 2, 2021, we entered into a consent and amendment letter agreement, with respect to the Amended and Restated
Credit Agreement, with the Lenders and Assaf Ran, as guarantor, to amend the definition of “Change of Control” to provide that
Mr. Ran would be required to own at least 20%, instead of 27%, of the equity interests of the Company, on a fully diluted basis.

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ManagementÊs Discussion and Analysis of Financial Condition and Results of Operations

On March 7, 2022, we entered into a waiver agreement, or the Waiver, with respect to the Amended and Restated Credit
Agreement, with the Lenders and Assaf Ran, as guarantor, providing the Company with a waiver of its covenant with respect to
maintaining its fixed charge coverage ratio for the period ended December 31, 2021. In addition, the Waiver also provided an
amount of $700,000 of distributions and/or dividends paid during the quarter ended December 31, 2021 shall be excluded from
the calculation of fixed charge coverage ratio for the fiscal quarters ending March 31, 2022, June 30, 2022 and September 30,
2022.

Except as set forth in the preceding paragraph, we were in compliance with all covenants of the Webster Credit Line,
as amended, as of December 31, 2021. At December 31, 2021, the outstanding amount under the Amended and Restated Credit
Agreement was $15,645,970. The interest rate on the amount outstanding fluctuates daily. The rate, including a 0.5% agency fee,
for December 31, 2021 was approximately 4.10%.

MBC Funding II has $6,000,000 of outstanding principal amount of Notes. The Notes mature on April 22, 2026, unless
redeemed earlier, and accrue interest at a rate of 6% per annum commencing on May 16, 2016 and will be payable monthly, in
arrears, in cash, on the 15th day of each calendar month, commencing June 2016.

Under the terms of the Indenture, the aggregate outstanding principal balance of the mortgage loans held by MBC
Funding II, together with its cash on hand, must always equal at least 120% of the aggregate outstanding principal amount of
the Notes at all times. To the extent the aggregate principal amount of the mortgage loans owned by MBC Funding II plus its
cash on hand is less than 120% of the aggregate outstanding principal balance of the Notes, MBC Funding II is required to repay,
on a monthly basis, the principal amount of the Notes equal to the amount necessary such that, after giving effect to such
repayment, the aggregate principal amount of all mortgage loans owned by it plus, its cash on hand at such time is equal to or
greater than 120% of the outstanding principal amount of the Notes. For this purpose, each mortgage loan is deemed to have a
value equal to its outstanding principal balance, unless the borrower is in default of its obligations.

The Notes are secured by a first priority lien on all of MBC Funding II’s assets, including, primarily, mortgage notes,
mortgages and other transaction documents entered into in connection with first mortgage loans originated and funded by us,
which MBC Funding II acquired from MBC pursuant to an asset purchase agreement. MBC Funding II may redeem the Notes,
in whole or in part, at any time after April 22, 2019 upon at least 30 days prior written notice to the noteholders. The
redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest
thereon up to, but not including, the date of redemption, without penalty or premium. No Notes were redeemed by MBC Funding
II as of December 31, 2021.

Each Noteholder had the right to cause MBC Funding II to redeem his, her or its Notes on April 22, 2021 by notifying
MBC Funding II in writing, no earlier than November 22, 2020 and no later than January 22, 2021. No Noteholder exercised
such right during the required time frame and as such the Notes are no longer redeemable by the Noteholders.

MBC Funding II is obligated to offer to redeem the Notes if there occurs a “change of control” with respect to us or
MBC Funding II or if we or MBC Funding II sell any assets unless, in the case of an asset sale, the proceeds are reinvested in
the business of the seller. The redemption price in connection with a “change of control” will be 101% of the principal amount
of the Notes redeemed plus accrued but unpaid interest thereon up to, but not including, the date of redemption. The redemption
price in connection with an asset sale will be the outstanding principal amount of the Notes redeemed plus accrued but unpaid
interest thereon up to, but not including, the date of redemption.

We guarantee MBC Funding II’s obligations under the Notes, which are secured by our pledge of 100% of the

outstanding common shares of MBC Funding II that we own.

On February 26, 2020, our Board of Directors authorized a share buy back program for the repurchase of up to 100,000
shares of the Company’s common stock. The Company purchased an aggregate of 38,899 common shares under this repurchase
program, at an aggregate cost of approximately $179,000, before the program expired on February 25, 2021.

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ManagementÊs Discussion and Analysis of Financial Condition and Results of Operations

We anticipate that our current cash balances, the proceeds of the offering, and the Amended and Restated Credit
Agreement, as described above, together with our cash flows from operations will be sufficient to fund our operations for the
next 12 months. In addition, from time to time, we receive short term unsecured loans from our executive officers and others in
order to provide us with the flexibility necessary to maintain a steady deployment of capital. However, we expect our working
capital requirements to increase over the next 12 months as we continue to strive for growth.

As a result of the COVID-19 pandemic, we experienced a slowdown in the deployment of capital and lower demand
for new loans. However, to date, we have not been materially impacted by the COVID-19 pandemic and have not experienced
any material disruptions in our business operations. We will continue to closely monitor the impact of the COVID-19
pandemic on all aspects of our business. If the COVID-19 pandemic worsens in the New York area in which we operate, the
pandemic could materially affect our financial and operational results.

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Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Manhattan Bridge Capital, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Manhattan Bridge Capital, Inc. and Subsidiary (the “Company”) as of December 31, 2021 and 2020, and the

related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related

notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in

conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our

audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect

to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated

financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to

the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or

complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by

communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

Allowance for Credit Losses

As discussed in Note 2 to the consolidated financial statements, the Company estimates its allowance for credit losses on its loans receivable primarily using the Weighted Average

Remaining Maturity method along with consideration of other variables. Based on these assessments, the Company determined that no allowance for credit losses is required.

The allowance for credit losses was identified by us as a critical audit matter because of the extent of auditor judgment applied and significant audit effort to evaluate the subjective

and complex judgments made by management in determining whether any of its loans receivable are impaired and/or require an allowance for credit losses.

Addressing the critical audit matter involved performing procedures and evaluating audit evidence in connection with our overall opinion on the consolidated financial statements.

These procedures included evaluating the appropriateness of the method and other variables used, testing the application of the method and other variables used, as well as testing the

accuracy of data used with respect to the method and other variables. These procedures also included, with the assistance of outside valuation specialists, as well as utilization of inde-

pendent empirical data, evaluating significant judgments applied by management in determining whether indicators of impairment were present, with respect to the Company’s loan

portfolio and the underlying collateral, by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments.

We have served as the Company’s auditors since 2007.

New York, New York

March 11, 2022

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Manhattan Bridge Capital, Inc. - Consolidated Balance Sheets

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2021 and 2020

Assets
Loans receivable
Interest receivable on loans
Cash
Cash - restricted
Other assets
Operating lease right-of-use asset, net
Deferred financing costs, net

Total assets

Liabilities and Stockholders’ Equity
Liabilities:
Line of credit
Senior secured notes (net of deferred financing costs of
$322,241 and $397,327, respectively)
Deferred origination fees
Accounts payable and accrued expenses
Operating lease liability
Dividends payable

Total liabilities

2021

2020

$ 65,715,364
955,443
142,546
---
64,745
317,080
10,539
$ 67,205,717

$ 58,097,970
827,236
131,654
327,483
66,566
369,699
22,807
$ 59,843,415

$ 15,645,970

$ 20,308,873

5,677,759
580,461
154,169
324,248
1,436,868
23,819,475

5,602,673
367,638
168,940
372,907
1,058,194
27,879,225

Commitments and contingencies
Stockholders’ equity:
Preferred shares - $.01 par value; 5,000,000 shares authorized; none issued
Common shares - $.001 par value; 25,000,000 shares authorized;
11,757,058 and 9,882,058 issued; 11,494,945 and 9,619,945 outstanding, respectively
Additional paid-in capital
Treasury stock, at cost – 262,113 shares
Accumulated deficit

Total stockholders’ equity

---

11,757
45,522,746
(798,939)
(1,349,322)
43,386,242

9,882
33,157,096
(798,939)
(403,849)
31,964,190

Total liabilities and stockholders’ equity

$ 67,205,717

$ 59,843,415

The accompanying notes are an integral part of these consolidated financial statements.

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Manhattan Bridge Capital, Inc. - Consolidated Statements Of Operations

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

Interest income from loans
Origination fees
Total Revenue

Operating costs and expenses:
Interest and amortization of deferred financing costs
Referral fees
General and administrative expenses

Total operating costs and expenses

Income from operations
Other income
Income before income tax expense
Income tax expense
Net income

Basic and diluted net income per common share outstanding:
--Basic
--Diluted

Weighted average number of common shares outstanding
--Basic
--Diluted

2021

2020

$ 5,608,660
1,199,230
6,807,890

1,045,548
7,532
1,348,838
2,401,918

4,405,972
18,000
4,423,972
(647)
$ 4,423,325

$ 5,988,622
1,017,729
7,006,351

1,356,015
5,875
1,434,438
2,796,328

4,210,023
20,000
4,230,023
(645)
$ 4,229,378

$0.42
$0.42

$0.44
$0.44

10,524,055
10,524,055

9,631,296
9,631,296

The accompanying notes are an integral part of these consolidated financial statements.

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Manhattan Bridge Capital, Inc. - Consolidated Statements of Changes in StockholdersÊ Equity

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

The accompanying notes are an integral part of these consolidated financial statements.

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Manhattan Bridge Capital, Inc. - Consolidated Statements of Cash Flows

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

Cash flows from operating activities:

Net income
Adjustments to reconcile net income to net cash provided by operating activities -

4,423,325

4,229,378

2021

2020

Amortization of deferred financing costs
Depreciation
Non cash compensation expense
Adjustment to operating lease right-of-use asset and liability

Changes in operating assets and liabilities

Interest receivable on loans
Other assets
Accounts payable and accrued expenses
Deferred origination fees

Net cash provided by operating activities

Cash flows from investing activities:

Issuance of short term loans
Collections received from loans
Release of loan holdback relating to mortgage receivable
Purchase of fixed assets

Net cash used in investing activities

Cash flows from financing activities:
Proceeds from public offering, net
(Repayment of) proceeds from line of credit, net
Dividends paid
Purchase of treasury shares
Deferred financing costs incurred

Net cash provided by financing activities

Net (decrease) increase in cash and restricted cash
Cash and restricted cash, beginning of year
Cash and restricted cash, end of year

Supplemental Cash Flow Information:
Taxes paid during the year
Interest paid during the year
Operating leases paid during the year

Supplemental Information – Noncash Information:
Dividend declared and payable
Establishment of right-of-use asset and operating lease liability
Interest receivable converted to loans receivable in connection with
forbearance agreements

87,353
2,265
13,065
3,960

(128,207)
(443)
(14,771)
212,823
4,599,370

(49,267,892)
41,650,498
---
---
(7,617,394)

12,354,460
(4,662,903)
(4,990,124)
---
---
2,701,433

(316,591)
459,137
142,546

102,017
1,135
13,064
(62)

(180,911)
(5,724)
17,117
45,519
4,221,533

(43,719,304)
39,136,019
(15,000)
(8,759)
(4,607,044)

---
5,075,880
(4,143,286)
(179,251)
(27,102)
726,241

340,730
118,407
459,137

$
647
$ 982,491
63,481
$

$
645
$ 1,264,533
56,572
$

$1,436,868
---
$

$ 1,058,194
329,421
$

---

29,671

The accompanying notes are an integral part of these consolidated financial statements.

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Notes to Consolidated Financial Statements

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021 and 2020

The Company

Manhattan Bridge Capital, Inc. (“MBC”) and its wholly-owned subsidiary, MBC Funding II Corp. (“MBC Funding”)
(collectively the “Company”), offer short-term, secured, non–banking loans (sometimes referred to as “hard money” loans) to
real estate investors to fund their acquisition, renovation, rehabilitation or development of residential or commercial properties
located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida.

Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Manhattan Bridge Capital, Inc. and its wholly-owned

subsidiary, MBC Funding. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) 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 financial statements and the reported amounts
of revenues and expenses during the reporting period. Management will base the use of estimates on (a) a preset number of
assumptions that consider past experience, (b) future projections, and (c) general financial market conditions. Actual amounts
could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and

short term commercial loans.

The Company maintains its cash with two major financial institutions. Accounts at the financial institutions are insured

by the Federal Deposit Insurance Corporation up to $250,000.

Credit risks associated with short term commercial loans the Company makes to small businesses and related interest

receivable are described in Note 4.

Allowance for Credit Losses

Effective January 1, 2020,

the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial
Instruments – Credit Losses (Topic 326)”. The ASU introduces a new credit loss methodology, Current Expected Credit Losses
(“CECL”), which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The
CECL methodology utilizes a lifetime “expected credit loss” methodology for the recognition of credit losses for loans and other
receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for
changes in expected lifetime credit losses. This method replaces the multiple existing impairment methods in current U.S.
GAAP, which generally require a loss be incurred before it is recognized.

The Company estimates its CECL reserve primarily using the Weighted Average Remaining Maturity (“WARM”)
method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in the Financial Accounting
Standards Board (“FASB”) Staff Q&A Topic 326, No.1. The WARM method requires reference to historic loss data taking into
consideration expected economic conditions over the relevant timeframe. The Company applies the WARM method for the
majority of its loan portfolio, which loans share similar risk characteristics.

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Notes to Consolidated Financial Statements

Application of the WARM method to estimate a CECL reserve requires judgment, including (i) the appropriate historical
loan loss reference data, (ii) the expected timing and amount of future loan fundings and repayments, and (iii) the current credit
quality of the Company’s loan portfolio and expectations of performance and market conditions over the relevant time period. To
estimate the historic loan losses relevant to the Company’s portfolio, the Company reviewed its historical loan performance, which
includes zero realized loan losses since the inception of our business. In addition, the Company reviews each loan on a quarterly
basis and evaluates the borrower’s ability to pay the monthly interest, the borrower’s likelihood of executing the original exit
strategy, as well as the loan-to-value ratio. Based on these analyses, the Company has determined that there was no effect on the
allowance for credit losses on January 1, 2020 due to the adoption of ASU 2016-13 and, as of December 31, 2021 and 2020, no
allowance for credit losses is required. Failure to properly measure an allowance for credit losses could result in the overstatement
of earnings and the carrying value of the loans receivable. Actual losses, if any, could differ significantly from estimated amounts.

Accrued interest receivable on loans receivable is excluded from the estimate of credit losses.

Income Taxes

The Company follows Accounting Standards Codification (“ASC”) 740-10, “Accounting for Uncertainty in Income
Taxes” (“ASC 740”), which prescribes a recognition threshold and measurement attribute for financial statement recognition and
measurement of a tax position taken, or expected to be taken, in a tax return. For those benefits to be recognized, a tax position
must be more likely than not to be sustained upon examination by taxing authorities. As of December 31, 2021 and 2020, the
Company has no material uncertain tax positions to be accounted for in the consolidated financial statements. The Company
recognizes interest and penalties related to uncertain tax positions, if any, as part of income tax expense.

The Company is organized and conducts its operations to qualify as a real estate investment trust (“REIT”) for federal
income tax purposes. The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2014.
A REIT calculates taxable income similar to other domestic corporations, with the major difference being a REIT is entitled to a
deduction for dividends paid. A REIT is generally required to distribute each year at least 90% of its REIT taxable income. If it
chooses to retain the remaining 10% of taxable income, it may do so, but it will be subject to a corporate income tax on such
income. The Company may be subject to federal excise tax and minimum state taxes.

Revenue Recognition

Interest income from commercial loans is recognized, as earned, over the loan period.

Origination fee revenue on commercial loans is amortized over the term of the respective note.

Deferred Financing Costs

The Company presents deferred financing costs, excluding those incurred in connection with its line of credit, in the
consolidated balance sheet as a direct reduction from the related debt liability rather than an asset, in accordance with ASU
2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. These costs,
incurred in connection with the issuance of the Company’s senior secured notes, are being amortized over ten years, using the
straight-line method, as the difference between use of the effective interest method is not material.

Deferred financing costs in connection with the Company’s Amended and Restated Credit and Security Agreement, as
amended (the “Amended and Restated Credit Agreement”), with Webster Business Credit Corporation (“Webster”), Flushing
Bank (“Flushing”) and Mizrahi Tefahot Bank Ltd (“Mizrahi”), which established the Company’s credit line (the “Webster Credit
Line”), as discussed in Note 5, are presented as an asset
in accordance with ASU 2015-15,
“Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated
With Line of Credit Arrangements”. These costs are being amortized over the term of the respective agreement, using the
straight-line method.

in the balance sheet,

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Notes to Consolidated Financial Statements

Earnings Per Share (“EPS”)

Basic and diluted EPS are calculated in accordance with ASC 260, “Earnings Per Share”. Under ASC 260, basic earn-
ings per share is computed by dividing income available to common stockholders by the weighted-average number of common
shares outstanding for the period. Diluted EPS includes the potential dilution from the exercise of stock options and warrants for
common shares using the treasury stock method.

The numerator in calculating both basic and diluted EPS for each year is the reported net income. The denominator is

based on the following weighted average number of common shares:

Basic weighted average common shares outstanding
Incremental shares for assumed exercise of warrants
Diluted weighted average common shares outstanding

Years ended
December 31,

2021
10,524,055
0
10,524,055

2020
9,631,296
0
9,631,296

33,612 vested warrants were not included in the diluted EPS calculation for the year ended December 31, 2020 because

their effect would have been anti-dilutive.

Stock-Based Compensation

The Company measured and recognized compensation awards for all stock option grants made to employees and
directors, based on their fair value in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which
establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or
services. A key provision of this statement is to measure the cost of employee services received in exchange for an award of
equity instruments (including stock options) based on the grant-date fair value of the award. The cost will be recognized over the
service period during which an employee is required to provide service in exchange for the award (i.e., the requisite service
period or vesting period). The Company accounts for equity instruments issued to non-employees in accordance with the
provisions of ASC 718 and ASC 505-50, “Equity-Based Payment to Non-Employees”. All transactions with non-employees in
which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair
value of the consideration received or the fair value of the equity instrument issued, whichever is more appropriately measurable.

Fair Value of Financial Instruments

For the line of credit, as well as interest bearing commercial loans held by the Company, the carrying amount
approximates fair value due to the relative short-term nature of such instruments. The Company determines the fair value of its
senior secured notes using market prices which currently approximate their carrying amount.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted,

would have a material effect on the Company’s consolidated financial statements.

Cash - Restricted

Restricted cash mainly represents collections received, pending check clearance, from the Company’s commercial loans
and is primarily dedicated to the reduction of the Company’s Webster Credit Line established pursuant to the Amended and
Restated Credit Agreement (see Note 5).

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Notes to Consolidated Financial Statements

Commercial Loans

Loans Receivable

The Company offers short-term secured non–banking loans to real estate investors (also known as hard money) to fund
their acquisition and construction of properties located in the New York metropolitan area, including New Jersey and
Connecticut, and in Florida. The loans are principally secured by collateral consisting of real estate and accompanied by per-
sonal guarantees from the principals of the borrowers. The loans are generally for a term of one year. The short term loans are
initially recorded, and carried thereafter, in the financial statements at cost. Most of the loans provide for receipt of interest only
during the term of the loan and a balloon payment at the end of the term.

For the years ended December 31, 2021 and 2020, the total amounts of $49,267,892 and $43,719,304, respectively,
have been lent, offset by collections received from borrowers, under the commercial loans in the amount of $41,650,498 and
$39,136,019, respectively. The face amounts of the loans the Company originated in the past seven years have ranged from a
minimum of $30,000 to a maximum of $2,850,000. The Company’s board of directors established a policy limiting the
maximum amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under
consideration) and (ii) $3 million. The Company’s loans typically have a maximum initial term of 12 months and bear interest
at a fixed rate of 8% to 14% per year. In addition, the Company usually receives origination fees, or “points,” ranging from 0%
to 2% of the original principal amount of the loan as well as other fees relating to underwriting, funding and managing the loan.
Interest is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan usually does
not exceed 75% of the value of the property (as determined by an independent appraiser), and in the case of construction
financing, up to 80% of construction costs.

At December 31, 2021, the Company was committed to $7,214,286 in construction loans that can be drawn by the

borrowers when certain conditions are met.

At December 31, 2021 and 2020, no one entity has loans outstanding representing more than 10% of the total balance

of the loans outstanding.

The Company generally grants loans for a term of one year. When a performing loan reaches its maturity and the
borrower requests an extension, the Company may extend the term of the loan beyond one year. Prior to granting an extension
of any loan, the Company reevaluates the underlying collateral.

Credit Risk

Credit risk profile based on loan activity as of December 31, 2021 and 2020:

Performing loans

Developers-
Residential

Developers-
Commercial

Developers-
Mixed Used

Total
outstanding loans

December 31, 2021

$ 57,432,364

$ 5,819,000

$ 2,464,000

$ 65,715,364

December 31, 2020

$ 55,119,107

$ 1,564,863

$ 1,414,000

$ 58,097,970

At December 31, 2021, the Company’s loans receivable consisted of loans in the amount of $367,500, $1,052,400,
$170,000, $2,536,883, $5,800,250 and $16,087,931, originally due in 2016, 2017, 2018, 2019, 2020 and 2021, respectively. At
December 31, 2020, the Company’s loans receivable consisted of loans in the amount of $367,500, $1,594,463, $1,520,000,
$5,026,571 and $15,099,018, originally due in 2016, 2017, 2018, 2019 and 2020, respectively.

In all instances the borrowers are currently paying their interest and, generally, the Company receives a fee in
connection with the extension of the loans. Accordingly, at December 31, 2021, no loan impairments exist and there are no
provisions for impairments of loans or recoveries thereof.

Subsequent to the balance sheet date, $7,985,500 of the loans receivable at December 31, 2021 were paid off,

including $3,134,000 originally due in or before 2021.

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Notes to Consolidated Financial Statements

Line of Credit

The Company has executed the Amended and Restated Credit and Security Agreement with Webster, Flushing Bank
and Mizrahi, which provides for the Webster Credit Line. Currently, the Webster Credit Line provides the Company with a
credit line of $32.5 million in the aggregate until February 28, 2023, secured by assignments of mortgages and other collateral.
The Webster Credit Line contains various covenants and restrictions including, among other covenants and restrictions, limiting
the amount that the Company can borrow relative to the value of the underlying collateral, maintaining various financial ratios
and limitations on the terms of loans the Company makes to its customers, limiting the Company’s ability to pay dividends under
certain circumstances, and limiting the Company’s ability to repurchase its common shares, sell assets, engage in mergers or con-
solidations, grant liens, and enter into transactions with affiliates. In addition, the Webster Credit Line contains a cross default
provision which will deem any default under any indebtedness owed by us or our subsidiary, MBC Funding, as a default under
the credit line.

On July 2, 2021, the Company entered into a consent and amendment letter agreement, with respect to the Amended
and Restated Credit Agreement, with the lenders and Assaf Ran, as guarantor, to amend the definition of “Change of Control”
to provide that Mr. Ran would be required to own at least 20%, instead of 27%, of the equity interests of the Company, on a fully
diluted basis.

On March 7, 2022, the Company entered into a waiver agreement, with respect to the Amended and Restated Credit
Agreement, with the lenders and Assaf Ran, as guarantor, to provide the Company with a waiver of its covenant with respect to
maintaining its fixed charge coverage ratio for the period ended December 31, 2021. In addition, the waiver agreement also
provided an amount of $700,000 of distributions and/or dividends paid during the quarter ended December 31, 2021 shall be
excluded from the calculation of fixed charge coverage ratio for the fiscal quarters ending March 31, 2022, June 30, 2022 and
September 30, 2022.

The costs to establish and amend the Webster Credit Line are being amortized over the term of the respective
agreement, using the straight-line method. The amortization costs for the years ended December 31, 2021 and 2020 were $12,268
and $26,932, respectively.

Except as set forth in the preceding paragraph, the Company was in compliance with all covenants of the Webster Credit
Line, as amended, as of December 31, 2021. At December 31, 2021, the outstanding amount under the Amended Credit
Agreement was $15,645,970. The interest rate on the amount outstanding fluctuates daily. The rate, including a 0.5% Agency
Fee, as of December 31, 2021, was approximately 4.10%.

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Notes to Consolidated Financial Statements

Senior Secured Notes

On April 25, 2016, in an initial public offering, MBC Funding issued 6% senior secured notes, due April 22, 2026 (the
“Notes”) in the aggregate principal amount of $6,000,000 under the Indenture, dated April 25, 2016, among MBC Funding, as
Issuer, the Company, as Guarantor, and Worldwide Stock Transfer LLC, as Indenture Trustee (the “Indenture”). The Notes,
having a principal amount of $1,000 each, are listed on the NYSE American and trade under the symbol “LOAN/26”. Interest
accrues on the Notes commencing on May 16, 2016. The accrued interest is payable monthly in cash, in arrears, on the 15th day
of each calendar month commencing June 2016.

Under the terms of the Indenture, the aggregate outstanding principal balance of the mortgage loans held by MBC
Funding, together with MBC Funding’s cash on hand, must always equal at least 120% of the aggregate outstanding principal
amount of the Notes at all times. To the extent the aggregate principal amount of the mortgage loans owned by MBC Funding
plus MBC Funding’s cash on hand is less than 120% of the aggregate outstanding principal balance of the Notes, MBC Funding
is required to repay, on a monthly basis, the principal amount of the Notes equal to the amount necessary such that, after giving
effect to such repayment, the aggregate principal amount of all mortgage loans owned by MBC Funding plus, MBC Funding’s
cash on hand at such time is equal to or greater than 120% of the outstanding principal amount of the Notes. For this purpose,
each mortgage loan is deemed to have a value equal to its outstanding principal balance, unless the borrower is in default of its
obligations.

MBC Funding may redeem the Notes, in whole or in part, at any time after April 22, 2019 upon at least 30 days prior
written notice to the Noteholders. The redemption price will be equal to the outstanding principal amount of the Notes redeemed
plus the accrued but unpaid interest thereon up to, but not including, the date of redemption, without penalty or premium. No
Notes were redeemed by MBC Funding as of December 31, 2021.

Each Noteholder had the right to cause MBC Funding to redeem his, her or its Notes on April 22, 2021 by notifying
MBC Funding in writing, no earlier than November 22, 2020 and no later than January 22, 2021. No Noteholder exercised such
right during the required time frame and as such the Notes are no longer redeemable by the Noteholders.

MBC Funding is obligated to offer to redeem the Notes if there occurs a “change of control” with respect to MBC
Funding or the Company or if MBC Funding or the Company sell any assets unless, in the case of an asset sale, the proceeds
are reinvested in the business of the seller. The redemption price in connection with a “change of control” will be 101% of the
principal amount of the Notes redeemed plus accrued but unpaid interest thereon up to, but not including, the date of
redemption. The redemption price in connection with an asset sale will be the outstanding principal amount of the Notes
redeemed plus accrued but unpaid interest thereon up to, but not including, the date of redemption.

Our principal executive officers consist of Assaf Ran, who serves as our Chief Executive Officer and President, and
Vanessa Kao, who serves as our Chief Financial Officer. Each of Mr. Ran and Ms. Kao serve in similar functions with our
parent, MBC and own an aggregate of $704,000 and $188,000 of our Notes.

Stockholders’ Equity

The Company adopted a share buy back program on February 26, 2020 for the repurchase of up to 100,000 shares of
the Company’s common stock. The Company purchased an aggregate of 38,899 common shares under this repurchase program,
at an aggregate cost of approximately $179,000 during the first three quarters of 2020. No additional repurchases were made
before the program expired on February 25, 2021.

Simple IRA Plan

On October 26, 2000, the board of directors approved a Simple IRA Plan (the “IRA Plan”) to attract and retain
valuable executives. The IRA Plan allows for participation by up to 100 eligible employees of the Company. Under the IRA
Plan, eligible employees may contribute a portion of their pre-tax yearly salary, up to the maximum contribution limit for Simple
IRA Plans as set forth under the Internal Revenue Code of 1986, as amended, with the Company matching on a dollar-for-
dollar basis up to 3% of the employees’ annual pre-tax compensation. These thresholds are subject to change under notice by the
trustee for the IRA Plan. The Company is not responsible for any other costs under the IRA Plan. For the years ended December
31, 2021 and 2020 the Company contributed $15,123 and $16,942, respectively, as matching contributions to the IRA Plan.

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Notes to Consolidated Financial Statements

Stock-Based Compensation

Stock based compensation expense recognized under ASC 718 for the years ended December 31, 2021 and 2020 of
$13,065 and $13,064, respectively, reflects the amortization of the fair value of 1,000,000 restricted shares granted to the
Company's Chief Executive Officer on September 9, 2011 of $195,968, after adjusting for the effect on the fair value of the stock
options related to this transaction. The fair value is being amortized over 15 years.

On August 15, 2016, in connection with a public offering of the Company’s common stock, the Company issued
warrants to purchase up to 33,612 common shares, with an exercise price of $7.4375 per common share, to the representative of
the underwriters of the offering. The warrants were exercisable at any time, and from time to time, in whole or in part,
commencing on August 9, 2017 and expired on August 9, 2021, unexercised.

10.

Public Offering

On July 9, 2021, the Company completed an underwritten public offering of 1,875,000 of its common shares at a
public offering price of $7.20 per share (the “Offering”). The gross proceeds raised by the Company from the Offering were
$13,500,000 before deducting underwriting discounts and commissions and other estimated offering expenses. The total net
proceeds from the Offering of approximately $12,354,000 were used to reduce the outstanding balance of the Webster Credit
Line. The Company granted the underwriters a 30-day option to purchase up to an additional 281,250 common shares to cover
over-allotments, if any. The option expired unexercised in August 2021.

11.

Commitments and Contingencies

Operating Leases

On October 27, 2020, the Company amended its existing lease (the “Lease Amendment”) for its corporate headquarters
located at 60 Cutter Mill Road, Great Neck, New York, to expand the office premises and to extend the term of the lease through
November 30, 2027. Among other things, the Lease Amendment provides for gradual rent increases from approximately $4,500
per month during the first three years to $5,100 per month during the last year of the extension term.

As a result of the adoption of ASU 2016-02 effective January 1, 2019, the Company recorded a right-of-use asset and
corresponding operating lease liability in an aggregate amount of $135,270, not including its share of its variable real estate
taxes. The Company used a discount rate of 6.5% which it believes to be its incremental borrowing rate at the time. In November
2020, the Company recorded an additional right-of-use asset and corresponding operating lease liability of $329,421, not
including its share of its variable real estate taxes, with a discount rate of 4.14% for the Lease Amendment.

At December 31, 2021, approximate future minimum lease payments, including mandatory fixed electricity charges,

are as follows:

2022……..……………
2023……..……………
2024……..……………
2025……..……………
2026……..……………
Thereafter……..……...

$ 63,326
63,326
61,526
60,926
60,926
55,848
365,878
(41,630)
Present Value of Net Minimum Lease Payments $ 324,248

Total minimum lease payments
Less: amount representing interest

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Notes to Consolidated Financial Statements

Rent expense, including fixed electricity charges and variable real estate taxes, in the years 2021 and 2020 was approx-

imately $63,000 and $56,000, respectively.

Employment Agreements

In March 1999, the Company entered into an employment agreement with Mr. Ran, pursuant to which: (i) Mr. Ran’s
employment term renews automatically on June 30th of each year for successive one-year periods unless either party gives to
the other written notice at least 180 days prior to June 30th of its intention to terminate the agreement; (ii) Mr. Ran receives a
current annual base salary of $305,000 and annual bonuses as determined by the Compensation Committee of the board of
directors, in its sole and absolute discretion, and is eligible to participate in all executive benefit plans established and maintained
by us; and (iii) Mr. Ran agreed to a one-year non-competition period following the termination of his employment.

On September 28, 2021, Mr. Ran voluntarily agreed to forgo his base salary in an aggregate amount of $76,250 for the
months of October, November and December 2021, and therefore Mr. Ran’s annual base compensation for the years 2021 and
2020 was $228,750 and $305,000, respectively. In addition, the Compensation Committee approved an annual bonus of $80,000
to Mr. Ran in 2020.

12.

COVID-19

As a result of the COVID-19 pandemic, the Company may experience difficulties collecting monthly interest on time
from its borrowers, property values may decline and certain of the Company’s originated loans may need to be extended. Since
the onset of the COVID-19 pandemic, the Company has continued to originate loans as well as continued to service its existing
loans, though the Company had observed lower demand for new loans. To date, the Company has not been materially impacted
by the COVID-19 pandemic and will continue to closely monitor the impact of the COVID-19 pandemic on all aspects of its
business. If the COVID-19 pandemic worsens in the geographic areas in which the Company operates, the pandemic could
materially affect its financial and operational results.

13.

Subsequent Events

Subsequent to the balance date, the Company’s board of directors has declared a quarterly dividend of $0.125 per share

to be paid to all shareholders of record on April 8, 2022. The dividend will be paid on April 15, 2022.

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Page 2

Corporate Information

EXECUTIVE OFFICERS

Assaf Ran
Chief Executive Officer and President

Vanessa Kao
Chief Financial Officer, Vice President, Treasurer and
Secretary

BOARD OF DIRECTORS

Assaf Ran, Chairman of the Board

Lyron Bentovim (1)

Eran Goldshmit (1)(2)(3)

Michael J. Jackson (1)(2)(3)

Phillip Michals (1)(2)(3)

(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Corporate Governance and Nominating

Committee.

SHAREOWNER SERVICES

Questions about stock-related matters may be directed to our
transfer agent:

ASTfinancial
6201 15th Avenue
Brooklyn, NY 11219
Phone: 800-937-5449
Email: help@astfinancial.com

COUNSEL

Sullivan & Worcester LLP
1633 Broadway, 32nd Floor
New York, NY 10019

OTHER INFORMATION

A copy of the Company’s annual report on Form 10-K, for the
year ended December 31, 2021, filed with the Securities and
Exchange Commission may be obtained without charge by any
shareholder by sending a written request to:

Manhattan Bridge Capital Inc.
Investor Relations Department
60 Cutter Mill Road, Suite 205
Great Neck, NY 11021
(516) 444-3400
or at www.manhattanbridgecapital.com

Additional
investor relations department at the telephone number above.

information can be received by contacting our

Holders

As of April 22, 2022, the number of registered holders of our

common shares was 11 and the estimated number of beneficial

owners of our common shares was approximately 7,900. American

Stock Transfer & Trust Company serves as transfer agent for our

common shares.

Dividends

We intend to pay regular quarterly distributions to holders of our

common shares in an amount not less than 90% of our REIT taxable

income (determined before the deduction for dividends paid and

excluding any net capital gains). As a REIT, our distributions

generally will be taxable as ordinary income to our shareholders

(subject to the lower effective tax rates applicable to qualified REIT

dividends via the deduction-without-outlay mechanism of Section

199A of the Internal Revenue Code of 1986 (the “Code”), which is

generally available to our noncorporate U.S. shareholders that meet

specified holding requirement for taxable years before 2026),

although we may designate a portion of the distributions as qualified

INDEPENDENT PUBLIC ACCOUNTANTS

dividend income or capital gain or a portion of the distributions may

Hoberman & Lesser CPA’s, LLP
252 West 37th Street, Suite 600E
New York, NY 10018

constitute a return of capital. For tax reporting purposes, taxable

income dividends/distributions and non-taxable return of capital

distributions may result and will be reported as such to U.S.

individual taxpayers on Form 1099-DIV. For the 2021 tax year ,

100% of our total distributions are characterized as non-qualified

dividends (Section 199A of the Code).

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Page 1

Suite

Cutter Mill
Road,
205
60
N e c k ,
N Y
1 1 0 2 1
G r e a t
516-444-3400
Tel:
516-444-3404
Fax:
www.manhattanbridgecapital.com