UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarter Ended
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number:
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
|
|
| |
(Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None |
|
| Not applicable | |
(Title of each class) |
| (Trading Symbol(s) ) |
| (Name of each exchange where registered) |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller Reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of June 30, 2024, there was no established public market for the Registrant’s shares of common stock.
The number of the Registrant’s shares of common stock outstanding on August 12, 2024 was
REDWOOD ENHANCED INCOME CORP.
FORM 10-Q
TABLE OF CONTENTS
2
Redwood Enhanced Income Corp.
Statements of Assets and Liabilities
(in thousands, except shares and per share data)
June 30, 2024 | December 31, 2023 | |||||
(Unaudited) | ||||||
Assets | ||||||
Non-controlled/non-affiliated investments, at fair value (1) | $ | | $ | | ||
Non-controlled/affiliated investments, at fair value (2) | | | ||||
Cash and cash equivalents | | | ||||
Restricted cash | — | | ||||
Derivatives, at fair value | | | ||||
Receivables for securities sold | | — | ||||
Interest and other receivables | | | ||||
Deferred debt issuance costs | | | ||||
Prepaid expenses and other assets | — | | ||||
Total assets | $ | | $ | | ||
Liabilities | ||||||
Debt | $ | | $ | | ||
Incentive fees payable | | | ||||
Interest and other debt related payables | | | ||||
Distributions payable | | | ||||
Payable for investments purchased | | — | ||||
Payable to broker | | — | ||||
Management fees payable | | | ||||
Accrued expenses and other liabilities | | | ||||
Total liabilities | $ | | $ | | ||
Commitments and contingencies (Note 8) | ||||||
Net assets | $ | | $ | | ||
Composition of net assets applicable to common shareholders | ||||||
Common stock, $ | $ | | $ | | ||
Paid-in capital in excess of par | | | ||||
Distributable earnings (deficit) | ( | ( | ||||
Total net assets | | | ||||
Total liabilities and net assets | $ | | $ | | ||
Shares outstanding | | | ||||
Net asset value per share | $ | | $ | | ||
| (1) | Non-controlled/non-affiliated investments at amortized cost $ |
| (2) | Non-controlled/affiliated investments at amortized cost $ |
The accompanying notes are an integral part of these financial statements.
3
Redwood Enhanced Income Corp.
Statements of Operations (Unaudited)
(in thousands, except shares and per share data)
Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||
June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 | |||||||||
Investment income: | ||||||||||||
Non-controlled/non-affiliated investments: | ||||||||||||
Interest income, excluding payment-in-kind (“PIK”) | $ | | $ | | $ | | $ | | ||||
| | | | |||||||||
| | | | |||||||||
| | | | |||||||||
Non-controlled/affiliated investments: | ||||||||||||
Interest income, excluding payment-in-kind (“PIK”) | | | | | ||||||||
PIK interest income | | — | | — | ||||||||
Total investment income from non-controlled/affiliated company investments | | | | | ||||||||
Total investment income | | | | | ||||||||
Operating expenses: | ||||||||||||
Interest and other debt expenses | | | | | ||||||||
Management fees | | | | | ||||||||
Administrative expenses | | | | | ||||||||
Professional fees | | | | | ||||||||
Directors’ fees | | | | | ||||||||
Custody and transfer agent fees | | | | | ||||||||
Incentive fees | | | | | ||||||||
Other operating expenses | | | | | ||||||||
Total operating expenses, before expense reimbursement and waiver | | | | | ||||||||
Expense reimbursement | ( | ( | ( | ( | ||||||||
Total operating expenses, net of expense reimbursement and waiver | | | | | ||||||||
Net investment income (loss) | | | | | ||||||||
Net realized and unrealized gain (loss) on derivatives | | | | | ||||||||
Realized and unrealized gain (loss): | ||||||||||||
Net realized gain (loss): | ||||||||||||
Non-controlled/non-affiliated investments | | ( | | ( | ||||||||
Non-controlled/affiliated investments | — | — | | — | ||||||||
Foreign currency debt | ( | | ( | | ||||||||
Net realized gain (loss) | | ( | | ( | ||||||||
Change in net unrealized appreciation (depreciation): | ||||||||||||
Non-controlled/non-affiliated investments | ( | ( | | ( | ||||||||
Non-controlled/affiliated investments | | ( | | ( | ||||||||
Foreign currency investments | | ( | ( | ( | ||||||||
Foreign currency debt | | ( | — | ( | ||||||||
Net change in net unrealized appreciation (depreciation) | ( | ( | | ( | ||||||||
Net realized and unrealized gain (loss) | ( | ( | | ( | ||||||||
Net increase (decrease) in net assets from operations | $ | | $ | | $ | | $ | | ||||
Net investment income (loss) per share (basic and diluted) | $ | | $ | | $ | | $ | | ||||
Earnings (loss) per share (1) | $ | | $ | | $ | | $ | | ||||
Basic and diluted weighted average shares outstanding | | | | | ||||||||
| (1) |
The accompanying notes are an integral part of these financial statements.
4
Redwood Enhanced Income Corp.
Statements of Changes in Net Assets (Unaudited)
(in thousands, except shares)
Paid-in- | ||||||||||||||
Capital in | Distributable | |||||||||||||
Common Stock | Excess of | Earnings | Total Net | |||||||||||
| Shares |
| Par Amount |
| Par Value |
| (Loss) |
| Assets | |||||
Balance at March 31, 2023 | | $ | | $ | | $ | ( | $ | | |||||
Issuance of common stock | | | | — | | |||||||||
Common stock issued from reinvestment of distributions | | — | | — | | |||||||||
Distributions to shareholders | — | — | — | ( | ( | |||||||||
Net investment income | — | — | — | | | |||||||||
Net realized and unrealized gain (loss) on derivatives | — | — | — | | | |||||||||
Net realized gain (loss) | — | — | — | ( | ( | |||||||||
Net unrealized gain (loss) | — | — | — | ( | ( | |||||||||
Balance at June 30, 2023 | | $ | | $ | | $ | ( | $ | | |||||
Balance at March 31, 2024 | | $ | | $ | | $ | ( | $ | | |||||
Issuance of common stock | — | — | — | — | — | |||||||||
Common stock issued from reinvestment of distributions | | — | | — | | |||||||||
Distributions to shareholders | — | — | — | ( | ( | |||||||||
Net investment income | — | — | — | | | |||||||||
Net realized and unrealized gain (loss) on derivatives | — | — | — | | | |||||||||
Net realized gain (loss) | — | — | — | | | |||||||||
Net unrealized gain (loss) | — | — | — | ( | ( | |||||||||
Balance at June 30, 2024 | | $ | | $ | | $ | ( | $ | | |||||
Paid-in- | ||||||||||||||
Capital in | Distributable | |||||||||||||
Common Stock | Excess of | Earnings | Total Net | |||||||||||
| Shares |
| Par Amount |
| Par Value |
| (Loss) |
| Assets | |||||
Balance at December 31, 2022 | | $ | | $ | | $ | ( | $ | | |||||
Issuance of common stock | | | | — | | |||||||||
Common stock issued from reinvestment of distributions | | — | | — | | |||||||||
Distributions to shareholders | — | — | — | ( | ( | |||||||||
Net investment income | — | — | — | | | |||||||||
Net realized and unrealized gain (loss) on derivatives | — | — | — | | | |||||||||
Net realized gain (loss) | — | — | — | ( | ( | |||||||||
Change in net unrealized appreciation (depreciation) | — | — | — | ( | ( | |||||||||
Balance at June 30, 2023 | | $ | | $ | | $ | ( | $ | | |||||
Balance at December 31, 2023 | | $ | | $ | | $ | ( | $ | | |||||
Issuance of common stock | — | — | — | — | — | |||||||||
Common stock issued from reinvestment of distributions | | — | | — | | |||||||||
Distributions to shareholders | — | — | — | ( | ( | |||||||||
Net investment income | — | — | — | | | |||||||||
Net realized and unrealized gain (loss) on derivatives | — | — | — | | | |||||||||
Net realized gain (loss) | — | — | — | | | |||||||||
Change in net unrealized appreciation (depreciation) | — | — | — | | | |||||||||
Balance at June 30, 2024 | | $ | | $ | | $ | ( | $ | | |||||
The accompanying notes are an integral part of these financial statements.
5
Redwood Enhanced Income Corp.
Statements of Cash Flows (Unaudited)
(in thousands)
For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | ||||
Operating activities | |||||
Net increase (decrease) in net assets resulting from operations | $ | | $ | | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | |||||
Purchases of investments | ( | ( | |||
Proceeds from disposition of investments | | | |||
Net realized (gain) loss on investments | ( | | |||
Net realized (gain) loss on foreign currency debt | | ( | |||
Change in net unrealized (appreciation)/depreciation of investments | ( | | |||
Change in net unrealized (appreciation)/depreciation of foreign currency investments | | | |||
Change in net unrealized (appreciation)/depreciation of foreign currency debt | — | | |||
Net amortization of investment discounts and premiums | ( | ( | |||
Amortization of deferred debt issuance costs | | | |||
PIK interest and other income capitalized | ( | ( | |||
Changes in assets and liabilities: | |||||
Decrease (increase) in derivatives, at fair value | ( | ( | |||
Decrease (increase) in receivable for investments sold | ( | — | |||
Decrease (increase) in interest and other receivables | | ( | |||
Decrease (increase) in prepaid expenses and other assets | | | |||
Increase (decrease) in incentive fees payable | | | |||
Increase (decrease) in interest and other debt related payables | ( | ( | |||
Increase (decrease) in payable to broker | | — | |||
Increase (decrease) in payable for investments purchased | | ( | |||
Increase (decrease) in management fees payable | | | |||
Increase (decrease) in accrued expenses and other liabilities | ( | | |||
Net cash provided by (used in) operating activities | ( | ( | |||
Financing activities | |||||
Proceeds from shares of common stock sold | — | | |||
Debt borrowings | | | |||
Debt repayments | ( | ( | |||
Distribution paid | ( | ( | |||
Deferred debt issuance costs paid | ( | ( | |||
Net cash provided by (used in) financing activities | | | |||
Net increase (decrease) in cash and cash equivalents and restricted cash | ( | ( | |||
Cash and cash equivalents and restricted cash at beginning of period | | | |||
Cash and cash equivalents and restricted cash at end of period | $ | | $ | | |
Supplemental cash flow information | |||||
Interest and other debt expenses paid | $ | | $ | | |
Other financing fees paid | $ | | $ | | |
Reinvestment of shareholder distributions | $ | | $ | | |
The accompanying notes are an integral part of these financial statements.
6
Redwood Enhanced Income Corp.
Schedule of Investments (Unaudited)
June 30, 2024
(in thousands)
Investments | Investment Type | Ref |
| Floor | Interest Rate | Maturity |
| Par Amount / |
| Cost |
| Fair Value |
| Percentage of |
| Footnotes | ||||||
Investments - non-controlled/non-affiliated |
|
| ||||||||||||||||||||
First Lien Secured Debt |
|
|
|
|
| |||||||||||||||||
Aerospace & Defense | ||||||||||||||||||||||
S + | | $ | | $ | | | % | (A) (E) | ||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | ( | $ | ( | ( | (A) (D) | |||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | ( | $ | ( | ( | (A) (D) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Beverage, Food & Tobacco |
|
|
|
|
| |||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Capital Equipment |
|
|
|
|
| |||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Construction & Building |
| |||||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | — | $ | — | — |
| (A) (D) (E) | ||||||||||||||
$ | | $ | | |
| |||||||||||||||||
Consumer Goods: Durable | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | | $ | | |
| (A) (E) | ||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Consumer Goods: Non-Durable | ||||||||||||||||||||||
S + | | $ | | $ | | |
| (A) (B) (C) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Environmental Industries | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | — | $ | ( | — | (A) (D) (E) | |||||||||||||||
S + | | $ | | $ | | | (A) (D) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
FIRE: Insurance | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | ( | $ | ( | — | (A) (D) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Healthcare & Pharmaceuticals | ||||||||||||||||||||||
S + | | $ | — | $ | ( | ( | (A) (D) (E) | |||||||||||||||
S + | | $ | | $ | | |
| (A) (C) | ||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | | $ | | |
| (A) | ||||||||||||||
$ | | $ | | |
| |||||||||||||||||
Hotel, Gaming & Leisure | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | ( | $ | ( | ( | (A) (D) (E) | |||||||||||||||
S + | | $ | | $ | | | (A) (C) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Metals & Mining |
| |||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | | $ | | |
| (A) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Retail |
| |||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | |
| |||||||||||||||||
Services: Business |
| |||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | ( | $ | ( | ( | (A) (D) (E) | |||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Services: Consumer | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Software |
| |||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | | $ | | |
| (A) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
7
Redwood Enhanced Income Corp.
Schedule of Investments (Unaudited) (Continued)
June 30, 2024
(in thousands)
Investments | Investment Type | Ref |
| Floor | Interest Rate | Maturity |
| Par Amount / Shares |
| Cost |
| Fair Value |
| Percentage of |
| Footnotes | ||||||
Technology Enabled Services |
| |||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Transportation: Consumer | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | — | $ | ( | ( | (A) (D) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Wholesale | ||||||||||||||||||||||
E + | | $ | | $ | | | (A) (B) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Total First Lien Secured Debt | $ | | $ | | | % | ||||||||||||||||
Second Lien Secured Debt | ||||||||||||||||||||||
Software | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Total Second Lien Secured Debt | $ | | $ | | | |||||||||||||||||
Corporate Bond | ||||||||||||||||||||||
Construction & Building |
|
|
|
| ||||||||||||||||||
NA | NA | | $ | | $ | |
| |
| (A) | ||||||||||||
$ | | $ | |
| | |||||||||||||||||
Environmental Industries | ||||||||||||||||||||||
NA | NA | | $ | | $ | | | (A) (B) (E) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Retail |
|
| ||||||||||||||||||||
NA | NA | | $ | | $ | |
| |
| (A) | ||||||||||||
NA | NA | | $ | | $ | |
| |
| (A) | ||||||||||||
$ | |
| $ | |
| | ||||||||||||||||
Services: Consumer |
|
|
| |||||||||||||||||||
NA | NA | | $ | | $ | | | (A) | ||||||||||||||
NA | NA | | $ | | $ | | | (A) | ||||||||||||||
NA | NA | | $ | | $ | | | (A) (C) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Software |
|
|
| |||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
| $ | | $ | | | |||||||||||||||||
Total Corporate Bonds | $ | | $ | | | % | ||||||||||||||||
Total Investments - non-controlled/non-affiliated | $ | | $ | | | % | ||||||||||||||||
Investments - non-controlled/affiliated | ||||||||||||||||||||||
Second Lien Secured Debt | ||||||||||||||||||||||
FIRE: Real Estate | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Services: Business | ||||||||||||||||||||||
NA | | $ | | $ | | | (A) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Total Second Lien Secured Debt | $ | | $ | | | % | ||||||||||||||||
Corporate Bond | ||||||||||||||||||||||
Chemicals, Plastics, & Rubber | ||||||||||||||||||||||
NA | NA | NA | | $ | | $ | | | (A) | |||||||||||||
$ | | $ | | | ||||||||||||||||||
Total Corporate Bonds | $ | | $ | | | % | ||||||||||||||||
Equity | ||||||||||||||||||||||
Services: Business | ||||||||||||||||||||||
NA | NA | NA | NA | | $ | — | $ | | | (E) | ||||||||||||
NA | NA | NA | NA | | $ | | $ | | | (E) | ||||||||||||
$ | | $ | | | ||||||||||||||||||
Total Equity | $ | | $ | | | % | ||||||||||||||||
Total Investments - non-controlled/affiliated | $ | | $ | | | % | ||||||||||||||||
Cash Equivalents | ||||||||||||||||||||||
Cash Equivalents | $ | | $ | | | (F) | ||||||||||||||||
Total Cash Equivalents | $ | | $ | | | % | ||||||||||||||||
|
|
|
|
|
|
| ||||||||||||||||
Total Investments and Cash Equivalents | $ | | $ | | | % | ||||||||||||||||
Derivatives, at fair value | Company Receives | Company Pays | Counterparty | Maturity Date | Notional Amount | Fair Value |
|
| ||||||||||||||
Interest Rate Swap | | $ | | |||||||||||||||||||
Interest Rate Swap | | $ | | |||||||||||||||||||
Total Derivatives | | $ | | |||||||||||||||||||
8
Notes to the Schedule of Investments:
| (A) | Debt investments include investments in bank debt and corporate bonds that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower. |
| (B) | Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940 (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least |
| (C) | Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least |
| (D) | Includes an unfunded commitment that was acquired and/or valued at a discount. |
| (E) | Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole (See Note 3). |
| (F) | Cash equivalents balance represents amounts held in the interest-bearing money market fund – US Bank Money Market Deposit Account – and currently yields a rate of |
PRIME, SOFR or EURIBOR resets monthly (M), quarterly (Q) or semiannually (S).
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $
The accompanying notes are an integral part of these financial statements.
9
Redwood Enhanced Income Corp.
Schedule of Investments
December 31, 2023
(in thousands)
Investments | Investment Type | Ref |
| Floor | Interest Rate | Maturity |
| Par Amount / |
| Cost |
| Fair Value |
| Percentage of |
| Footnotes | ||||||
Investments - non-controlled/non-affiliated |
|
| ||||||||||||||||||||
First Lien Secured Debt |
|
|
|
|
| |||||||||||||||||
Beverage, Food, & Tobacco |
|
|
|
|
| |||||||||||||||||
S + | | $ | | $ | | | % | (A) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Construction & Building |
| |||||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | — | $ | ( | — |
| (A) (D) (E) | ||||||||||||||
S + | | $ | | $ | | |
| (A) | ||||||||||||||
$ | | $ | | |
| |||||||||||||||||
Consumer Goods: Durable | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | | $ | | |
| (A) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Consumer Goods: Non-Durable | ||||||||||||||||||||||
S + | | $ | | $ | | |
| (A) (B) (C) | ||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Environmental Industries | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | — | $ | ( | ( | (A) (D) (E) | |||||||||||||||
S + | | $ | | $ | | | (A) (D) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
FIRE: Insurance | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | ( | $ | ( | ( | (A) (D) (E) | |||||||||||||||
E + | | $ | | $ | | | (A) (B) (E) | |||||||||||||||
E + | | $ | ( | $ | ( | ( | (A) (B) (D) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
FIRE: Real Estate | ||||||||||||||||||||||
P + | | $ | | $ | | | (A) | |||||||||||||||
P + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Healthcare & Pharmaceuticals | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | | $ | | |
| (A) (C) | ||||||||||||||
S + | | $ | | $ | | | (A) (D) (E) | |||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | | $ | | |
| (A) | ||||||||||||||
$ | | $ | | |
| |||||||||||||||||
Hotel, Gaming and Leisure | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) (C) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Metals & Mining |
| |||||||||||||||||||||
S + | | $ | | $ | | |
| (A) (E) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Retail |
| |||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
NA | S + | | $ | | $ | | | (A) | ||||||||||||||
$ | | $ | | |
| |||||||||||||||||
Services: Business |
| |||||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | ( | $ | | — | (A) (D) (E) | |||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Services: Consumer | ||||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Software |
| |||||||||||||||||||||
S + | | $ | | $ | | |
| (A) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Technology Enabled Services |
| |||||||||||||||||||||
S + | | $ | | $ | | | (A) | |||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
S + | | $ | ( | $ | — | — | (A) (D) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Transportation: Consumer | ||||||||||||||||||||||
P + | | $ | | $ | | | (A) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Wholesale | ||||||||||||||||||||||
E + | | $ | | $ | | | (A) (B) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Total First Lien Secured Debt | $ | | $ | | | % | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
10
Redwood Enhanced Income Corp.
Schedule of Investments (Continued)
December 31, 2023
(in thousands)
Investments | Investment Type | Ref |
| Floor | Interest Rate | Maturity |
| Par Amount / Shares |
| Cost |
| Fair Value |
| Percentage of |
| Footnotes | ||||||
Corporate Bond | ||||||||||||||||||||||
Chemicals, Plastics, & Rubber |
|
|
|
| ||||||||||||||||||
NA | NA | | $ | | $ | |
| |
| (A) (C) | ||||||||||||
$ | | $ | |
| | |||||||||||||||||
Construction & Building |
|
|
|
| ||||||||||||||||||
NA | NA | | $ | | $ | |
| |
| (A) | ||||||||||||
$ | | $ | |
| | |||||||||||||||||
Environmental Industries | ||||||||||||||||||||||
NA | NA | | $ | | $ | | | (A) (B) (E) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Retail |
|
| ||||||||||||||||||||
NA | NA | | $ | | $ | |
| |
| (A) | ||||||||||||
NA | NA | | $ | | $ | |
| |
| (A) | ||||||||||||
$ | |
| $ | |
| | ||||||||||||||||
Services: Consumer |
|
|
| |||||||||||||||||||
MoneyGram International Inc | NA | NA | | $ | | $ | | | (A) | |||||||||||||
NA | NA | | $ | | $ | | | (A) (C) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Software |
|
|
| |||||||||||||||||||
S + | | $ | | $ | | | (A) (E) | |||||||||||||||
| $ | | $ | | | |||||||||||||||||
Total Corporate Bonds | $ | | $ | | | % | ||||||||||||||||
Total Investments - non-controlled/non-affiliated | $ | | $ | | | % | ||||||||||||||||
Investments - non-controlled/affiliated | ||||||||||||||||||||||
Second Lien Secured Debt | ||||||||||||||||||||||
Services: Business | ||||||||||||||||||||||
NA | | $ | | $ | | | (A) (E) | |||||||||||||||
$ | | $ | | | ||||||||||||||||||
Total Second Lien Secured Debt | $ | | $ | | | % | ||||||||||||||||
Corporate Bond | ||||||||||||||||||||||
Chemicals, Plastics, & Rubber | ||||||||||||||||||||||
NA | NA | | $ | | $ | | | (A) | ||||||||||||||
$ | | $ | | | ||||||||||||||||||
Total Corporate Bonds | $ | | $ | | | % | ||||||||||||||||
Equity | ||||||||||||||||||||||
Services: Business | ||||||||||||||||||||||
NA | NA | NA | NA | | $ | — | $ | | | (E) | ||||||||||||
NA | NA | NA | NA | | $ | | $ | | | (E) | ||||||||||||
$ | | $ | | | ||||||||||||||||||
Total Equity | $ | | $ | | | % | ||||||||||||||||
Total Investments - non-controlled/affiliated | $ | | $ | | | % | ||||||||||||||||
Cash Equivalents | ||||||||||||||||||||||
Cash equivalents | $ | | $ | | | (F) | ||||||||||||||||
Total Cash Equivalents | $ | | $ | | | % | ||||||||||||||||
|
|
|
|
|
|
| ||||||||||||||||
Total Investments and Cash Equivalents | $ | | $ | | | % | ||||||||||||||||
Derivatives, at fair value | Company Receives | Company Pays | Counterparty | Maturity Date | Notional Amount | Fair Value |
|
| ||||||||||||||
Interest Rate Swap | | $ | | |||||||||||||||||||
Interest Rate Swap | | $ | | |||||||||||||||||||
Total Derivatives | | $ | | |||||||||||||||||||
Notes to the Schedule of Investments:
| (A) | Debt investments include investments in bank debt and corporate bonds that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower. |
| (B) | Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least |
| (C) | Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least |
| (D) | Includes an unfunded commitment that was acquired and/or valued at a discount. |
| (E) | Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole (See Note 3). |
| (F) | Cash equivalents balance represents amounts held in the interest-bearing money market fund – US Bank Money Market Deposit Account – and currently yields a rate of |
PRIME, SOFR or EURIBOR resets monthly (M), quarterly (Q) or semiannually (S).
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $
The accompanying notes are an integral part of these financial statements.
11
REDWOOD ENHANCED INCOME CORP.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
(in thousands, except share and per share data)
1. Organization and Nature of Operations
Redwood Enhanced Income Corp. (the “Company,” “we” or “our”), a Maryland corporation incorporated on June 21, 2021, is an externally managed, non-diversified closed-end investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company elected to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a RIC, the Company generally does not pay corporate-level federal income taxes on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.
Redwood Capital Management, LLC (the “Adviser”) is our investment adviser, effective March 31, 2022, pursuant to an investment advisory agreement entered into between the Company and the Adviser. On September 30, 2022, the Company and the Adviser entered into an Amended and Restated Investment Advisory Agreement (the “Investment Advisory Agreement”). The Adviser, subject to the overall supervision of our Board of Directors (the “Board”), manages the day-to-day operations of the Company and provides investment advisory services to the Company.
Redwood Capital Management, LLC, as our administrator (the “Administrator”), provides, among other things, administrative services and facilities to the Company pursuant to an administration agreement (the “Administration Agreement”) entered into between the Company and the Administrator. Furthermore, the Administrator offers to provide, on our behalf, managerial assistance to those portfolio companies, or an affiliate thereof to which we are required to provide such assistance.
Our investment objective is to seek current income as well as capital appreciation, while emphasizing the preservation of capital. The Company’s focus is fixed income investments, primarily in the senior layers of the capital structure of leveraged companies. These investments primarily consist of loans and bonds, sourced either through direct investments, the syndicated market or through trading in the secondary market. In connection with the Company’s debt investments, the Company may also receive equity interests such as options, warrants or other instruments as additional consideration.
The Company generally expects to invest in middle market companies, which the Adviser considers to be companies with annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) of between $
The companies in which the Company intends to invest typically are highly leveraged, and, in most cases, not rated by national rating agencies. If such companies were rated, the Adviser believes that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national securities rating organizations. Securities rated below investment grade are often referred to as “leveraged loans” or “high yield” securities or “junk bonds” and are often higher risk and have speculative characteristics as compared to investment grade debt instruments.
2. Summary of Significant Accounting Policies
The following is a summary of the significant accounting and reporting policies used in preparing the unaudited interim financial statements.
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. The Company is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the FASB ASC Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP as contained in the ASC have been omitted from the unaudited interim financial statements according to the SEC rules and regulations. Certain prior period amounts have been reclassified to conform to the current period presentation.
12
2. Summary of Significant Accounting Policies (Continued)
The Company’s first fiscal period ended on December 31, 2022.
Use of Estimates
The preparation of the unaudited interim financial statements in conformity with 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 unaudited interim financial statements, as well as the reported amounts of revenues and expenses during the reporting period presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.
Cash and Cash Equivalents
The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near maturity that present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents.
The Company maintains its cash in a bank account, which, at times, may exceed federally insured limits. As of both June 30, 2024 and December 31, 2023, our cash balance exceeded federally insured limits. The Adviser continuously monitors the performance of the bank where the account is held in order to manage any risk associated with such account. Cash and cash equivalents are carried at cost, which approximates fair value. Cash and cash equivalents held as of June 30, 2024 and December 31, 2023 were $
Restricted Cash
Restricted cash represents cash held by our counterparty as collateral against our derivative instruments until such contracts mature or are settled upon per agreement of buyer and seller of the contract. In accordance with ASC 230, Statement of Cash Flows, the Statements of Cash Flows outline the changes in cash, including both restricted and unrestricted cash, cash equivalents and foreign currencies. As of June 30, 2024 and December 31, 2023, restricted cash included
Investment Transactions
Investments are recognized when the Company assumes an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when the Company assumes an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, the Company records all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported as a payable for investments purchased and a receivable for investments sold, respectively, in the Statements of Assets and Liabilities.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchases and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliated Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, Affiliate Investments that are not otherwise Control Investments are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
13
2. Summary of Significant Accounting Policies (Continued)
Fair Value Measurements
The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company and the Adviser. Unobservable inputs reflect the Adviser’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
| ● | Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date. |
| ● | Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices. |
| ● | Level 3: Unobservable inputs for the asset or liability. |
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the unaudited interim financial statements may differ materially from the values that would be received upon an actual disposition of such investments.
Investment Valuation Process
The Adviser, as the Company’s valuation designee (the “Valuation Designee”), undertakes a multi-step valuation process under the supervision of the Board. In calculating the value of the Company’s total assets, the Adviser values investments for which market quotations are readily available at such market quotations if they are deemed to represent fair value. Debt and equity securities that are not publicly traded, whose market price is not readily available or whose market quotations are not deemed to represent fair value are valued at fair value as determined in good faith by the Valuation Designee, under the direction of our Board of Directors. Market quotations may be deemed not to represent fair value in certain circumstances where the Adviser reasonably believes that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotes not to reflect the fair value of the security. Examples of these events could include cases in which material events are announced after the close of the market on which a security is primarily traded, when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a “fire sale” by a distressed seller.
When market quotations are not readily available, the Valuation Designee seeks to obtain fair values from independent pricing services or at bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer.
If the Valuation Designee has a bona fide reason to believe that any such market quotes or values from independent pricing services or broker/dealers does not reflect the fair value of an investment, a fair value may be determined for such investments by the Valuation Designee in accordance with the Company’s valuation procedures. At least once annually, the Adviser will utilize an independent third-party valuation firm to assist in determining fair value of each such investment.
Derivative Instruments
The Company recognizes all derivative instruments as assets or liabilities at fair value in its unaudited interim financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result the Company presents changes in fair value and realized gains or losses through current period earnings.
14
2. Summary of Significant Accounting Policies (Continued)
Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process. The derivatives may require the Company to pay or receive an upfront fee or premium. These upfront fees or premiums are carried forward as cost or proceeds to the derivatives.
Exchange-traded derivatives which include put and call options are valued based on the last reported sales price on the date of valuation. Over-the-counter (“OTC”) derivatives, including credit default swaps, are valued by the Adviser using quotations from counterparties. In instances where models are used, the value of the OTC derivative is derived from the contractual terms of, and specific risks inherent in, the instrument as well as the availability and reliability of observable inputs, such as credit spreads.
Offsetting Assets and Liabilities
The Company has elected not to offset cash collateral against the fair value of derivative contracts. The fair values of these derivatives are presented on a gross basis, even when derivatives are subject to master netting agreements.
Valuation of Other Financial Assets and Financial Liabilities
ASC 825, Financial Instruments, permits an entity to choose, at specified election dates, to measure certain assets and liabilities at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. Debt issued by the Company is reported at amortized cost (see Note 7 to the unaudited interim financial statements). The carrying value of all other financial assets and liabilities approximates fair value due to their short maturities or their close proximity of the originations to the measurement date.
Realized Gains or Losses
Security transactions are accounted for on a trade date basis. Realized gains or losses on investments are calculated by using the specific identification method. Securities that have been called by the issuer are recorded at the call price on the call effective date.
Investment Income Recognition
The Company records interest and dividend income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Some of our loans and other investments, including certain preferred equity investments, may have contractual payment-in-kind (“PIK”) interest or dividends. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. At that point, the Company believes PIK is not fully expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company believes that PIK is expected to be realized.
Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on non-accrual status when principal or interest/dividend cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest/dividend cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining interest or dividend obligations. Interest or dividend cash payments received on non-accrual designated investments may be recognized as income or applied to principal depending upon management’s judgment.
Loan origination fees, original issue discount (“OID”), and market discounts are capitalized and accreted into interest income over the respective terms of the applicable loans using the effective interest method or straight-line, as applicable. Upon the prepayment of a loan, prepayment premiums, any unamortized loan origination fees, OID, or market discounts are recorded as interest income. Other income generally includes amendment fees, bridge fees, and structuring fees which are recorded when earned.
15
2. Summary of Significant Accounting Policies (Continued)
Foreign Currency Investments
The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Such positions are converted at the respective closing foreign exchange rates in effect at June 30, 2024 and December 31, 2023, respectively, and reported in U.S. dollars. Purchases and sales of investments and revenue and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in realized and unrealized gain (loss) on foreign currency investments, in the Statements of Operations.
Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. Government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies, securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. Government.
Expenses
Expenses include management fees, performance-based incentive fees, interest expense, insurance expenses, administrative service fees, legal fees, directors’ fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis. As noted in Note 6, certain expenses of the Company are subject to a cap as agreed with the Adviser.
Organization and Offering Costs
The Adviser has agreed to reimburse the Company organization and offering costs in an amount not to exceed $
Deferred Financing Costs and Debt Issuance Costs
Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Statements of Assets and Liabilities. Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.
Distributions
Distributions to common shareholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Directors and depends on the Company’s earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such factors as the Board may deem relevant from time to time.
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with U.S. GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the shareholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. To the extent these differences are permanent, they are charged or credited to paid-in capital in excess of par or distributable earnings, as appropriate, in the period that the differences arise.
The Company intends to timely distribute to its shareholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and may carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to shareholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
16
2. Summary of Significant Accounting Policies (Continued)
The Company has a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors unless a shareholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Shareholders who receive distributions in the form of shares of common stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions and, for this purpose, shareholders receiving distributions in the form of stock will generally be treated as receiving distributions equal to the fair market value of the stock received through the plan; however, since their cash distributions will be reinvested, those shareholders will not receive cash with which to pay any applicable taxes.
Federal and State Income Taxes
We have elected to be treated as a RIC, and we intend to qualify as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its shareholders at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company (among other requirements) intends to make the requisite distributions to its shareholders, which will generally relieve the Company from corporate-level income taxes. For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions, if any, paid to shareholders may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file Form 1099s for the tax year ending December 31, 2024. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from U.S. GAAP. Book and tax basis differences relating to shareholder dividend and distributions and other permanent book and tax differences are reclassified to paid-in capital.
If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gain net income for the one-year period ending on October 31 of such calendar year, we will generally be required to pay excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated undistributed taxable income.
If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. Distribution would generally be taxable to our individual and other non-corporate taxable shareholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements are met. Subject to certain limitation under the Code, corporate distributions would be eligible for the dividend-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our shareholders our accumulated earnings and profits attributable to non-RIC years. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.
We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the unaudited interim financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the unaudited interim financial statements. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the FASB. The Company has assessed currently issued ASUs and has determined that they are not applicable or expected to have minimal impact on its unaudited interim financial statements.
17
2. Summary of Significant Accounting Policies (Continued)
In March 2020, the FASB issued Accounting Standards Update, 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU
2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024.
The objective of the guidance in Topic 848 is to provide temporary relief during the transition period. The FASB included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (“LIBOR”) would cease being published. At the time that Update 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would no longer be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a result, the sunset provision was set for December 31, 2022—12 months after the expected cessation date of all currencies and tenors of LIBOR. In March 2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the amendments in this Update defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 (“FASB Sunset Date”), after which entities will no longer be permitted to apply the relief in Topic 848.
Management had evaluated the impact of Topic 848 on the Company’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the Reference Rate Reform. Management has no concerns in adopting Topic 848 by the FASB Sunset Date. Management will continue to work with other financial institutions and counterparties to modify contracts as required by applicable regulation and within the regulatory deadlines. As of June 30, 2024, management believes these accounting standards have no impact on the Company and does not have any concerns of adopting the regulations by FASB Sunset Date.
SEC Disclosure Update and Simplification
In December 2020, the SEC adopted Rule 2a-5. The rule establishes a consistent, principles-based framework for boards of directors to use in creating their own specific processes in order to determine fair values in good faith.
3. Investments
Investments may be categorized based on the types of inputs used in valuing such investments. The level in the U.S. GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Per ASC 820, leveling for each investment is conducted at each quarter end. Transfers between levels are made in accordance with the Company’s accounting policy. Transfers between levels are recognized as of the beginning of the reporting period.
At June 30, 2024, the Company’s investments were categorized as follows:
Fair Value Measurements | ||||||||||||
June 30, 2024 | Level 1 |
| Level 2 (1) | Level 3 | Total | |||||||
Investments: | ||||||||||||
First lien secured debt (2) | $ | — | $ | | $ | | $ | | ||||
Second lien secured debt | — | | | | ||||||||
Corporate bond | — | | | | ||||||||
Revolver | — | — | | | ||||||||
Equity - Common stock | — | — | | | ||||||||
Equity - Preferred equity | — | — | | | ||||||||
Total investments | $ | — | $ | | $ | | $ | | ||||
Derivatives | $ | — | $ | | $ | — | $ | | ||||
Cash equivalents | $ | | $ | — | $ | — | $ | | ||||
18
3. Investments (Continued)
At December 31, 2023, the Company’s investments were categorized as follows;
Fair Value Measurements | ||||||||||||
December 31, 2023 | Level 1 |
| Level 2 (1) | Level 3 | Total | |||||||
Investments: | ||||||||||||
First lien secured debt (2) | $ | — | $ | | $ | | $ | | ||||
Second lien secured debt | — | — | | | ||||||||
Corporate bond | — | | | | ||||||||
Revolver | — | | | | ||||||||
Equity - Common stock | — | — | | | ||||||||
Equity - Preferred equity | — | — | | | ||||||||
Total investments | $ | — | $ | | $ | | $ | | ||||
Derivatives | $ | — | $ | | $ | — | $ | | ||||
Cash equivalents | $ | | $ | — | $ | — | $ | | ||||
| (1) | Fair value based upon quoted prices in inactive markets or quotes for comparable investments. |
| (2) | Includes senior secured loans. |
Unobservable inputs used in the fair value measurement of Level 3 investments as of June 30, 2024 included the following:
June 30, 2024 |
| ||||||||||||
Range | Weighted | ||||||||||||
Fair Value |
| Valuation Technique | Unobservable Input |
| Low |
| High |
| Average | ||||
Corporate bond | $ | | Yield analysis | Market yield | |||||||||
EV market multiple analysis | EBITDA multiple | ||||||||||||
Corporate bond | | Yield analysis | Market yield | ||||||||||
Black scholes option pricing model | Volatility | ||||||||||||
Black scholes option pricing model | Term | ||||||||||||
Black scholes option pricing model | Risk free rate | ||||||||||||
First lien secured debt | | Yield analysis | Market yield | ||||||||||
EV market multiple analysis | EBITDA multiple | ||||||||||||
First lien secured debt | | Yield analysis | Market yield | ||||||||||
First lien secured debt | | Recent transactions | Transaction price | N/A | N/A | N/A | |||||||
First lien secured debt | | Market quotation | Market quotation | N/A | N/A | N/A | |||||||
Second lien secured debt | | Discounted cash flow analysis | Discount rate | ||||||||||
Discounted cash flow analysis | Revenue growth rate | ||||||||||||
EV market multiple analysis | EBITDA multiple | ||||||||||||
Revolver | — | Yield analysis | Market yield | ||||||||||
EV market multiple analysis | EBITDA multiple | ||||||||||||
Revolver | | Recent transactions | Transaction price | N/A | N/A | N/A | |||||||
Equity - Preferred equity | | Discounted cash flow analysis | Discount rate | ||||||||||
Discounted cash flow analysis | Revenue growth rate | ||||||||||||
EV market multiple analysis | EBITDA multiple | ||||||||||||
Equity - Common stock | | Discounted cash flow analysis | Discount rate | ||||||||||
Discounted cash flow analysis | Revenue growth rate | ||||||||||||
EV market multiple analysis | EBITDA multiple | ||||||||||||
Total | $ | | |||||||||||
19
3. Investments (Continued)
Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2023 included the following:
December 31, 2023 |
| ||||||||||||
Range | Weighted | ||||||||||||
Fair Value |
| Valuation Technique |
| Unobservable Input |
| Low |
| High |
| Average | |||
Corporate bond | $ | | Yield analysis |
| Market yield |
| |||||||
Corporate bond | | Yield analysis | Market yield | ||||||||||
Black Scholes Option Pricing Model | Volatility | ||||||||||||
Black Scholes Option Pricing Model | Term | ||||||||||||
Black Scholes Option Pricing Model | Risk free rate | ||||||||||||
First lien secured debt | |
| Yield analysis |
| Market yield |
| |||||||
| EV market multiple analysis |
| EBITDA multiple |
| |||||||||
First lien secured debt | |
| Yield analysis |
| Market yield |
| |||||||
First lien secured debt | |
| Recent transactions |
| Transaction price |
| N/A | N/A | N/A | ||||
First lien secured debt | |
| Market quotation |
| N/A |
| N/A | N/A | N/A | ||||
Second lien secured debt | | Discounted cash flow analysis | Discount rate | ||||||||||
Revenue growth rate | |||||||||||||
Revenue multiple | |||||||||||||
Revolver | ( | Yield analysis | Market yield | ||||||||||
EV market multiple analysis | EBITDA multiple | ||||||||||||
Revolver | | Yield analysis | Market yield | ||||||||||
Equity - Preferred equity | | Discounted cash flow analysis | Discount rate | ||||||||||
Revenue growth rate | |||||||||||||
Revenue multiple | |||||||||||||
Equity - Common stock | | Discounted cash flow analysis | Discount rate | ||||||||||
Revenue growth rate | |||||||||||||
Revenue multiple | |||||||||||||
Total | $ | | |||||||||||
Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between
Input |
| Impact to Value if Input Increases |
| Impact to Value if Input Decreases |
Discount rate |
| Decrease |
| Increase |
Revenue multiples |
| Increase |
| Decrease |
EBITDA multiples |
| Increase |
| Decrease |
Book value multiples |
| Increase |
| Decrease |
Implied volatility |
| Increase |
| Decrease |
Term |
| Decrease |
| Increase |
Yield |
| Decrease |
| Increase |
20
3. Investments (Continued)
Changes in investments categorized as Level 3 for the three and six months ended June 30, 2024 were as follows:
For the Three Months Ended June 30, 2024 | |||||||||||||||||||||
| First Lien Secured Debt |
| Second Lien Secured Debt | Corporate Bond | Revolver | Equity - Preferred Equity | Equity - Common Stock | Total Investments | |||||||||||||
Beginning balance | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
( | | ( | | — | | ( | |||||||||||||||
Acquisitions (1) | | | | ( | — | — | | ||||||||||||||
Dispositions (2) | ( | — | — | ( | — | — | ( | ||||||||||||||
Transfers in (out) of Level 3 (3) | ( | — | — | — | — | — | ( | ||||||||||||||
Ending balance | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
$ | | $ | $ | ( | $ | | $ | — | $ | | $ | | |||||||||
For the Six Months Ended June 30, 2024 | |||||||||||||||||||||
| First Lien Secured Debt |
| Second Lien Secured Debt | Corporate Bond | Revolver | Equity - Preferred Equity | Equity - Common Stock | Total Investments | |||||||||||||
Beginning balance | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
| | ( | | — | | | |||||||||||||||
Acquisitions (1) | | | | | — | — | | ||||||||||||||
Dispositions (2) | ( | — | — | ( | — | — | ( | ||||||||||||||
Transfers in (out) of Level 3 (3) | ( | — | — | — | — | — | ( | ||||||||||||||
Ending balance | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
$ | | $ | | $ | ( | $ | | $ | — | $ | | $ | | ||||||||
(1) Includes payments received in kind, accretion of original issue, market discounts, securities received in corporate actions and restructuring.
(2) Includes principal paydowns, and may include securities delivered in corporate actions and restructuring of investments.
(3) Represents non-cash transfers between fair value categories. Transfers in (out) of Level 3 are the result of changes in the observability of significant inputs and / or available market data for certain investments. There were
21
3. Investments (Continued)
Changes in investments categorized as Level 3 for the three and six months ended June 30, 2023 were as follows:
For the Three Months Ended June 30, 2023 | |||||||||||||||||||||
| First Lien Term Loan |
| Second Lien Secured Debt | Corporate Bond | Revolver | Equity - Preferred Equity | Equity - Preferred Equity | Total Investments | |||||||||||||
Beginning balance | $ | | $ | — | $ | | $ | | $ | — | $ | — | $ | | |||||||
( | — | | | — | — | | |||||||||||||||
Acquisitions (1) | | — | | | — | — | | ||||||||||||||
Dispositions | ( | — | — | — | — | — | ( | ||||||||||||||
Ending balance | $ | | $ | — | $ | | $ | | $ | — | $ | — | $ | | |||||||
$ | | $ | — | $ | | $ | | $ | — | $ | — | $ | | ||||||||
For the Six Months Ended June 30, 2023 | |||||||||||||||||||||
| First Lien Secured Debt |
| Second Lien Secured Debt | Corporate Bond | Revolver | Equity - Preferred Equity | Equity - Common Stock | Total Investments | |||||||||||||
Beginning balance | $ | | $ | — | $ | | $ | ( | $ | — | $ | — | $ | | |||||||
( | — | ( | | — | — | ( | |||||||||||||||
Acquisitions (1) | | — | | | — | — | | ||||||||||||||
Dispositions (2) | ( | — | — | ( | — | — | ( | ||||||||||||||
Ending balance | $ | | $ | — | $ | | $ | | $ | — | $ | — | $ | | |||||||
$ | ( | $ | — | $ | ( | $ | | $ | — | $ | — | $ | ( | ||||||||
(1) Includes payments received in kind and accretion of original issue and market discounts.
(2) Includes principal paydowns.
4. Derivative Instruments
The Company enters into interest rate swap contracts from time to time to help mitigate the impact that an adverse change in interest rates would have on the value of the Company’s fixed rate investments. As of June 30, 2024, the counterparty to these interest rate swap contracts was Goldman Sachs & Co. LLC.
Certain information related to the Company’s derivative instruments as of June 30, 2024 and December 31, 2023 are presented in the following location in the Statements of Assets and Liabilities:
22
4. Derivative Instruments (Continued)
June 30, 2024 | |||||||||||||
Derivative Instrument | Notional Amount |
| Maturity Date |
| Gross Amount of Recognized Assets |
| Gross Amount of Recognized Liabilities |
| Statement Location | ||||
Interest rate swap | $ | | 6/17/2027 | $ | | $ | — | Derivatives, at fair value | |||||
Interest rate swap | $ | | 7/7/2027 | $ | | $ | — | Derivatives, at fair value | |||||
Total | $ | | $ | | $ | — | |||||||
December 31, 2023 | |||||||||||||
Derivative Instrument | Notional Amount |
| Maturity Date |
| Gross Amount of Recognized Assets |
| Gross Amount of Recognized Liabilities |
| Statement Location | ||||
Interest rate swap | $ | | 6/17/2027 | $ | | $ | — | Derivatives, at fair value | |||||
Interest rate swap | $ | | 7/7/2027 | $ | | $ | — | Derivatives, at fair value | |||||
Total | $ | | $ | | $ | — | |||||||
Net realized gain (loss) on derivative instruments recognized by the Company for the three and six months ended June 30, 2024 and 2023 is presented in the following location in the Statements of Operations:
Statement Location |
| For the Three Months Ended June 30, 2024 | For the Six Months Ended June 30, 2024 | |||
Net realized and unrealized gain (loss) from derivatives | $ | | $ | | ||
$ | | $ | | |||
Statement Location |
| For the Three Months Ended June 30, 2023 | For the Six Months Ended June 30, 2023 | |||
Net realized and unrealized gain (loss) from derivatives | $ | | $ | | ||
$ | | $ | | |||
Net unrealized gain (loss) on derivative instruments recognized by the Company for the three and six months ended June 30, 2024 and 2023 is presented in the following location in the Statements of Operations:
Statement Location |
| For the Three Months Ended June 30, 2024 | For the Six Months Ended June 30, 2024 | |||
Net realized and unrealized gain (loss) from derivatives | $ | | $ | | ||
$ | | $ | | |||
Statement Location |
| For the Three Months Ended June 30, 2023 | For the Six Months Ended June 30, 2023 | |||
Net realized and unrealized gain (loss) from derivatives | $ | | $ | | ||
$ | | $ | | |||
5. Transactions with Affiliated Companies
An affiliated company is a company in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and/or investments under common control, and the Company does not have the power to exercise control over the management or policies of such portfolio company. A controlled affiliated company is a company in which the Company, either directly or through one or more controlled companies has an ownership interest of more than 25% of its voting securities. See the Company’s Schedules of Investments for the type of investment, principal amount, interest rate including the spread, and the maturity date. Transactions related to the Company’s investments with affiliates for the six months ended June 30, 2024 were as follows:
23
5. Transactions with Affiliated Companies (Continued)
Portfolio Company | Asset Type | Fair value at December 31, 2023 | Transfers in (out) | Purchases (cost) | Sales and paydowns | PIK interest (cost) | Amortization | Net realized gain (loss) | Net unrealized gain (loss) | Fair value at June 30, 2024 | |||||||||||||||||||
Non-controlled/affiliated company investments: | |||||||||||||||||||||||||||||
Carlson Travel, Inc. | First Lien Secured Debt | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Carlson Travel, Inc. | Second Lien Secured Debt | | — | — | — | | — | — | | | |||||||||||||||||||
Carlson Travel, Inc. | Equity - Common Stock | | — | — | — | — | — | — | | | |||||||||||||||||||
Carlson Travel, Inc. | Equity - Preferred Equity | | — | — | — | — | — | — | — | | |||||||||||||||||||
$ | | $ | — | $ | — | $ | — | $ | | $ | — | $ | — | $ | | $ | | ||||||||||||
PREIT Associates LP | Second Lien Secured Debt | $ | — | $ | | $ | — | $ | — | $ | — | $ | — | $ | — | $ | | $ | | ||||||||||
$ | — | $ | | $ | — | $ | — | $ | — | $ | — | $ | — | $ | | $ | | ||||||||||||
TPC Group, Inc. | Corporate Bond | $ | | $ | — | $ | — | $ | ( | $ | — | $ | ( | $ | | $ | ( | $ | | ||||||||||
$ | | $ | — | $ | — | $ | ( | $ | — | $ | ( | $ | | $ | ( | $ | | ||||||||||||
Total non-controlled/affiliated company investments | $ | | $ | | $ | — | $ | ( | $ | | $ | ( | $ | | $ | | $ | | |||||||||||
For the Six Months Ended June 30, | ||||||||||||||||||||
2024 | 2023 | |||||||||||||||||||
Portfolio Company | Asset Type | Interest Income | Dividend Income | Fee Income | Interest Income | Dividend Income | Fee Income | |||||||||||||
Non-controlled/affiliated company investments: | ||||||||||||||||||||
Carlson Travel, Inc. | First Lien Secured Debt | $ | — | $ | — | $ | — | $ | n/a | $ | n/a | $ | n/a | |||||||
Carlson Travel, Inc. | Second Lien Secured Debt | | — | — | n/a | n/a | n/a | |||||||||||||
Carlson Travel, Inc. | Equity - Common Stock | — | — | — | n/a | n/a | n/a | |||||||||||||
Carlson Travel, Inc. | Equity - Preferred Equity | — | — | — | n/a | n/a | n/a | |||||||||||||
$ | | $ | — | $ | — | $ | n/a | $ | n/a | $ | n/a | |||||||||
PREIT Associates LP | Second Lien Secured Debt | $ | | $ | — | $ | | $ | n/a | $ | n/a | $ | n/a | |||||||
$ | | $ | — | $ | | $ | n/a | $ | n/a | $ | n/a | |||||||||
TPC Group, Inc. | Corporate Bond | $ | | $ | — | $ | — | $ | | $ | n/a | $ | n/a | |||||||
$ | | $ | — | $ | — | $ | | $ | n/a | $ | n/a | |||||||||
Total non-controlled/affiliated company investments | $ | | $ | — | $ | | $ | | $ | n/a | $ | n/a | ||||||||
6. Fees, Expenses, Agreements and Related Party Transactions
Investment Advisory Agreement
The Company entered into the Investment Advisory Agreement with the Adviser, effective as of June 30, 2022, in accordance with the 1940 Act. On September 30, 2022, the Company and the Adviser entered into an Amended and Restated Investment Advisory Agreement (the “Investment Advisory Agreement”). For these services, the Company pays (1) a management fee equal to a percentage of the value of the Company’s Weighted Average Net Asset Value (defined below) and (2) an incentive fee based on the Company’s performance.
Base Management Fee
The Base Management Fee shall be calculated at a quarterly rate equal to
Incentive Fee
The incentive fee payable under the Investment Advisory Agreement has two parts, as follows:
24
6. Fees, Expenses, Agreements and Related Party Transactions (Continued)
One part is calculated and payable quarterly in arrears based on the Company’s Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance) such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense or amendment fees under any credit facility and distributions paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as OID, PIK interest and zero-coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-Incentive Fee Net Investment Income, expressed as a percentage of the value of the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle. The Company will pay the Adviser an incentive fee with respect to Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
| (1) | No incentive fee in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of one and a half percent ( |
| (2) | One hundred percent ( |
| (3) | Fifteen percent ( |
These calculations will be pro-rated for any period of less than a full calendar quarter and will be adjusted for share issuances or repurchases during the relevant quarter, if applicable, or upon termination of the Investment Advisory Agreement, as of the termination date, and will equal
Under U.S. GAAP, the Company will be required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the capital gains incentive fee accrual, the Company will consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation will not be permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Company will record a capital gains incentive fee equal to
Incentive Fee Cap
No incentive fee will be paid to the Adviser to the extent that, after such payment, the cumulative income-based incentive fees and capital gains-based incentive fees paid to date would be greater than fifteen percent (
25
6. Fees, Expenses, Agreements and Related Party Transactions (Continued)
For the three months ended June 30, 2024 and 2023, the Company incurred $
Administration Agreement
The Company entered into the Administration Agreement with the Administrator pursuant to which the Administrator will furnish the Company with office facilities, equipment and clerical, bookkeeping and record keeping services. Under the Administration Agreement, the Administrator will perform or oversee the performance of the Company’s required administrative services, which will include, among other activities, being responsible for the financial records the Company is required to maintain and preparing reports to the Company’s shareholders and reports filed with the SEC. In addition, the Administrator will assist the Company in determining and publishing its net asset value, and overseeing the preparation and filing of the Company’s tax returns, the payment of the Company’s expenses and the performance of administrative and professional services rendered to it by others. For providing these services, facilities and personnel, the Company may reimburse the Administrator for its allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including fees of U.S. Bancorp Fund Services, LLC (the “Sub-Administrator”), rent, technology systems (including subscription fees and other costs and expenses related to Bloomberg Professional Services and the Adviser’s third-party Order Management System), insurance and the Company’s allocable portion of the cost of compensation and related expenses of its Chief Compliance Officer and Chief Financial Officer and their respective staffs. The Administrator also will offer on the Company’s behalf managerial assistance to portfolio companies to which the Company will be required to offer such assistance. To the extent that the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator.
Sub-Administration Agreement
The Administrator entered into a sub-administration agreement with the Sub-Administrator, pursuant to which the Administrator delegated certain administrative functions to the Sub-Administrator (the “Sub-Administration Agreement”).
Other Expenses
Subject to the payment of certain organization and offering expenses by the Adviser, the Company will bear all other direct or indirect costs and expenses of its organization, operations and transactions, including operating costs, Company-level tax returns, legal and other customary investment related expenses.
Common expenses frequently will be incurred on behalf of the Company and one or more of the Adviser’s other clients. The Adviser will seek to allocate those common expenses among the Company and such other clients in a manner that is fair and reasonable over time, and the Adviser may bear certain expenses directly that otherwise are not allocated to the Company or to its other clients. To address potential conflicts of interest, the Adviser has adopted and implemented policies and procedures for the allocation of common expenses. The Adviser, for instance, will allocate expenses to clients, including the Company, in accordance with the client’s arrangements with the Adviser. In addition, the Adviser may use a variety of methods to allocate common expenses, including methods based on assets under management, relative use of a product or service, the nature or source of a product or service, the relative benefits derived by the Company and its other clients from a product or service, size of the Company’s or the other client’s investment, or other relevant factors. Expense allocations may, at times, depend on subjective determinations by the Adviser. Allocations of common expenses by the Adviser to the Company will be subject to the review and approval of the Company’s Board of Directors.
The Adviser has agreed to limit, indefinitely, the amount of Specified Expenses (defined below) borne by the Company to an amount not to exceed
26
6. Fees, Expenses, Agreements and Related Party Transactions (Continued)
leverage arrangements, (vi) brokerage commissions, expenses related to litigation and potential litigation, and (vii) extraordinary expenses not incurred in the ordinary course of the Company’s business, including such expenses as approved by the Board of Directors, including a majority of the Independent Directors.
The Expense Cap is based on the greater of (i) the Company’s aggregate Capital Commitments, without reduction for contributed capital or Capital Commitments no longer available to be called by the Company, and (ii) the Company’s net assets, in each case as calculated at the end of a calendar year. In any year, to the extent that Specified Expenses exceed the Expense Cap, the Adviser will promptly waive fees or reimburse the Company for expenses necessary to eliminate such excess. Such waivers are not subject to future reimbursement by the Company. For the three months ended June 30, 2024 and 2023, the Adviser reimbursed the Company $
7. Debt
On April 6, 2022, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the lenders party thereto from time to time and ING Capital LLC (“ING”), as Administrative Agent (in such capacity, the “Administrative Agent”). The Credit Agreement had an initial multicurrency revolving loan commitment of $
commitments up to $
thereunder to $
On August 26, 2022, the Company entered into an Incremental Commitment and Assumption Agreement (the “Incremental Agreement”), which supplements the Senior Secured Revolving Credit Agreement, dated as of April 6, 2022 (as amended, restated, supplemented and otherwise modified to date, including by the Incremental Agreement, the “Credit Agreement”), among the Company, as borrower, ING as Administrative Agent and the lenders party thereto. Pursuant to the Incremental Agreement, among other changes, the total commitments under the Credit Agreement increased from $
On January 17, 2024, the Company signed an Incremental Agreement, which supplements the Senior Secured Revolving Credit Agreement, dated as of April 6, 2022 (as amended, restated, supplemented and otherwise modified to date, including by the Credit Agreement), among the Company, as borrower, ING, as administrative agent and the Lenders Party Thereto. Pursuant to the Incremental Agreement, among other changes, the total commitments under the Credit Agreement increased from $
The Credit Agreement subjects all borrowings to availability under a borrowing base, which is based on certain undrawn subscriptions of the Company and underlying portfolio investments. Subject to the conditions to borrowing, until termination of the availability period of the Credit Agreement, the Credit Agreement permits the borrowing of revolving loans denominated in (i) U.S. Dollars up to the amount of dollar commitments and (ii) U.S. Dollars, Canadian Dollars, Euros, Pound Sterling and/or other agreed foreign currencies up to the amount of multicurrency commitments. After the termination date of the availability period of the Credit Agreement, the Credit Agreement requires the Company to make mandatory prepayments out of the proceeds of certain asset sales and other recovery events and equity and debt issuances. The availability period of the Credit Agreement will terminate on April 6, 2025 and the Credit Agreement will mature on April 6, 2026.
Unless borrowed in the Alternate Base Rate (as defined in the Credit Agreement), borrowings in: (i) U.S. Dollars have an interest rate of Adjusted Term SOFR (as defined in the Credit Agreement) plus
27
7. Debt (Continued)
The Credit Agreement includes the following financial covenants: (i) a minimum shareholders equity financial covenant that requires the Company to maintain a minimum shareholders’ equity as of the last day of any fiscal quarter of at least $
The Credit Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, ING may terminate the commitments and declare the outstanding advances and all other obligations under the Credit Agreement immediately due and payable.
As of June 30, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of the Credit Agreement.
The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the six months ended June 30, 2024 and 2023:
| For the Six Months Ended June 30, 2024 |
| For the Six Months Ended June 30, 2023 |
| ||||
Average debt outstanding | $ | | $ | | ||||
Maximum amount of debt outstanding | $ | | $ | | ||||
Weighted average annualized interest and other debt expenses (1) | % | | % | |||||
Annualized amortized debt issuance cost |
| % |
| | % | |||
Total annualized interest and other debt expenses | % | | % | |||||
| (1) | Includes the stated interest expense and commitment fees on the unused portion of the Credit Agreement. Commitment fees for the six months ended June 30, 2024 and 2023 were $ |
During the six months ended June 30, 2024 and 2023, there was maximum of $
Total expenses related to debt for the three and six months ended June 30, 2024 and 2023 included the following:
For the Three Months Ended June 30, 2024 |
| For the Six Months Ended June 30, 2024 | |||||
Interest and other debt expenses | $ | | $ | | |||
Amortization of deferred debt issuance costs |
| |
| | |||
Total interest and other debt expenses | $ | | $ | | |||
For the Three Months Ended June 30, 2023 |
| For the Six Months Ended June 30, 2023 | |||||
Interest and other debt expenses | $ | | $ | | |||
Amortization of deferred debt issuance costs |
| |
| | |||
Total interest and other debt expenses | $ | | $ | | |||
28
8. Commitments and Contingencies
The Company conducts business with brokers and dealers that are primarily headquartered in New York and are members of the major securities exchanges. Banking activities are conducted with U.S. Bancorp, headquartered in the Minneapolis, Minnesota.
In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Company enters into contracts that contain a variety of indemnifications, and is engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.
The Schedules of Investments includes certain revolving loan facilities and other commitments with unfunded balances at June 30, 2024 and December 31, 2023 as follows:
Investments—non-controlled/non-affiliated |
| Commitment Type |
| Commitment |
| Unfunded Commitment at June 30, 2024 |
| Unfunded Commitment at December 31, 2023 | ||
Accession Risk Management Group, Inc. | Delayed Draw | 11/1/2029 | $ | | $ | | ||||
Athena Holdco S.A.S. | Delayed Draw | 4/18/2030 | — | | ||||||
Beacon Oral Specialists Management LLC | Delayed Draw | 12/14/2026 | | — | ||||||
Doncasters US Finance LLC | Delayed Draw | 4/23/2030 | | — | ||||||
Energy Acquisition LP | Delayed Draw | 5/9/2029 | | — | ||||||
Gannett Fleming, Inc. | Revolver | 12/20/2028 | | | ||||||
Hornblower Holdings, LP | Revolver | 7/3/2029 | | — | ||||||
Ironhorse Purchaser, LLC | Revolver | 9/30/2027 | | | ||||||
Ironhorse Purchaser, LLC | Delayed Draw | 9/30/2027 | | | ||||||
K1 Speed, Inc | Delayed Draw | 1/2/2029 | | | ||||||
Keel Platform, LLC | Delayed Draw | 1/19/2031 | | | ||||||
PT Intermediate Holdings III, LLC | Delayed Draw | 11/1/2028 | — | | ||||||
Total Unfunded Commitments | $ | | $ | | ||||||
9. Other Related Party Transactions
The Company, the Administrator, the Adviser and affiliates may be considered related parties. From time to time, the Adviser advances payments to third parties on behalf of the Company and receives reimbursement from the Company. At June 30, 2024 and December 31, 2023, there were
Pursuant to the Administration Agreement, the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company. For both the three months ended June 30, 2024 and 2023,
The Adviser has agreed to pay organization costs in an amount not to exceed $
As discussed in the definitive proxy statement of the Company, filed with the SEC on September 19, 2022 (the “Proxy Statement”), the Company held a special meeting of shareholders (the “Special Meeting”) to approve the Amended and Restated Investment Advisory Agreement. The Company’s shareholders approved the Amended and Restated Investment Advisory Agreement at the Special Meeting.
10. Shareholders’ Equity and Dividends
As of both June 30, 2024 and December 31, 2023, the Company had received $
29
10. Shareholders’ Equity and Dividends (Continued)
Dividends and distributions to common shareholders are recorded on the ex-dividend date. Distributions are declared considering annual taxable income available for distribution to shareholders and the amount of taxable income carried over from the prior year for distribution in the current year.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors, unless a shareholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. The shares distributed by the Transfer Agent in the Company’s dividend reinvestment plan are through newly issued shares. The following tables summarize the Company’s dividends declared and paid for the six months ended June 30, 2024 and 2023:
Date Declared | Record Date |
| Payment Date |
| Type |
| Amount Per Share |
| Total Amount | |||
Regular | $ | | $ | | ||||||||
Regular | | | ||||||||||
$ | | $ | | |||||||||
Date Declared | Record Date |
| Payment Date |
| Type |
| Amount Per Share |
| Total Amount | |||
Regular | $ | | $ | | ||||||||
Regular | $ | | | |||||||||
$ | | $ | | |||||||||
30
11. Financial Highlights
The financial highlights below show the Company’s results of operations for the six months ended June 30, 2024 and 2023:
For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | |||||||
Per Share Data: | ||||||||
Per share NAV at beginning of period | $ | | $ | | ||||
Investment operations: | ||||||||
Net investment income (1) | | | ||||||
Net realized and unrealized gain (loss) | | ( | ||||||
Net increase (decrease) in net assets from operations (2) | | | ||||||
Distributions declared from net investment income | ( | ( | ||||||
Issuance of shares and others (2) | — | | ||||||
Total increase (decrease) in net assets | | ( | ||||||
Per share NAV at end of period | $ | | $ | | ||||
Total return based on net asset value (3) | | % | | % | ||||
Shares outstanding at end of period | | | ||||||
Ratios to average net asset value: (4) | ||||||||
Net investment income | | % | | % | ||||
Expenses before incentive fee (5) | | % | | % | ||||
Expenses after incentive fee (6) | | % | | % | ||||
Net assets at end of period (in thousands) | $ | $ | ||||||
Ending net asset value | $ | | $ | | ||||
Portfolio turnover rate |
| | % |
| | % | ||
Weighted-average debt outstanding | $ | | $ | | ||||
Weighted-average interest rate on debt |
| | % |
| | % | ||
Weighted-average number of shares of common stock |
| |
| | ||||
Weighted-average debt per share | $ | | $ | |||||
Asset coverage ratio (7) | | % | | % | ||||
| (1) | Per share changes in net asset value are computed based on the weighted average of shares outstanding during the time such activity occurred. |
| (2) | Includes the impact of different amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of a period end or transaction date. |
| (3) | Not annualized for periods less than one year. Total return based on net asset value equals the change in net asset value per share from investment operations during the period divided by the beginning net asset value per share at the beginning of the period. |
| (4) | Annualized for periods less than one year except for incentive fees and other certain non-recurring expenses and non-recurring income. Weighted average net assets were calculated based on considering the capital call activity during the period. |
| (5) | Includes all Company expenses, including interest and other debt costs prior to contractual expense reimbursement by the Investment Advisor. |
| (6) | Includes incentive fees and all Company expenses including interest and other debt costs prior to contractual expense reimbursement by the Investment Advisor. |
| (7) | In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. |
12. Subsequent Events
Management has evaluated subsequent events through the date of issuance of the unaudited interim financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statement, except as disclosed below:
The Company committed to various new investments and funded existing committed delayed draw facilities with an aggregate par value of $
31
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our unaudited interim financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or financial condition of the Company. The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:
·our, or our portfolio companies’, future business, operations, operating results or prospects;
·the return or impact of current and future investments;
·the impact of global health crises, on our or our portfolio companies’ business and the U.S. and global economy;
·the impact of a protracted decline in the liquidity of credit markets on our business;
·the impact of fluctuations in interest rates on our business;
·the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies;
·our contractual arrangements and relationships with third parties;
·the general economy and its impact on the industries in which we invest;
·the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;
·our expected financings and investments;
·the adequacy of our financing resources and working capital;
·the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
·the timing of cash flows, if any, from the operations of our portfolio companies;
·the timing, form and amount of any dividend distributions;
· | our ability to maintain our qualification as a registered investment company (“RIC”) and as a business development company (“BDC”); |
·our business prospects and the prospects of our prospective portfolio companies;
· | changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, which could result in changes to the value of our assets, including changes from the impact of the Israel-Hamas and Russia-Ukraine wars; and |
| ● | the elevating levels of inflation, and the potential impact of inflation on our portfolio companies and on the industries in which we invest. |
We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward-looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.
We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
32
Overview
We are an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. Formed as a Maryland corporation on June 21, 2021, we are externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as an investment adviser with the SEC. We also intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code.
Under our Investment Advisory Agreement, we have agreed to pay the Adviser a management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for its allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including fees of the Sub-Administrator, rent, technology systems (including subscription fees and other costs and expenses related to Bloomberg Professional Services and the Adviser’s third-party Order Management System), insurance and the Company’s allocable portion of the cost of compensation and related expenses of its Chief Compliance Officer and Chief Financial Officer and their respective staffs. The Administrator offers on the Company’s behalf managerial assistance to portfolio companies to which the Company will be required to offer such assistance. To the extent that the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator.
Our investment objective is to seek current income as well as capital appreciation, while emphasizing the preservation of capital. The Company’s focus is fixed income investments, primarily in the senior layers of the capital structure of leveraged companies. These investments primarily consist of loans and bonds, sourced either through direct investments, the syndicated market or through trading in the secondary market. While most of our investments are in private U.S. companies (subject to compliance with BDC regulatory requirement to invest at least 70% of its assets in private U.S. companies), we also can invest from time to time in European and other non-U.S. companies. In connection with the Company’s debt investments, the Company may also receive equity interests such as options, warrants or other instruments as additional consideration.
The Company generally invests in middle market companies, which the Adviser considers to be companies with annual earnings before interest, taxes, depreciation and amortization (EBITDA) of between $50 million and $300 million. The Company can also invest in smaller or larger companies if an attractive opportunity presents itself, particularly during periods of market dislocation.
The companies in which the Company invests in typically are highly leveraged, and, in most cases, not rated by national rating agencies. If such companies were rated, the Adviser believes that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national securities rating organizations. Securities rated below investment grade are often referred to as “leveraged loans” or “high yield” securities or “junk bonds” and are often higher risk and have speculative characteristics as compared to investment grade debt instruments.
Investments
We focus primarily on loans and securities, including syndicated loans, of private U.S. companies. Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.
As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “eligible assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Exchange Act, public domestic operating companies having a market capitalization of less than $250 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of June 30, 2024 and December 31, 2023, 84.6% and 77.3%, respectively, of our total assets were invested in eligible assets.
Revenues
We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.
33
Expenses
The Company’s primary operating expenses will include the payment of management and incentive fees to the Adviser under the Investment Advisory Agreement, the Company’s allocable portion of overhead under the Administration Agreement and other operating costs as detailed below. The Company bears all other direct or indirect costs and expenses of its operations and transactions (provided such costs are not borne by the Adviser pursuant to its agreement to bear certain initial organizational and offering costs as set forth above), including:
| ● | the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services and software; |
| ● | the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; |
| ● | fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence and reviews of prospective investments or complementary businesses, whether or not the investment is consummated; |
| ● | expenses incurred by the Adviser in performing due diligence and reviews of investments; |
| ● | research expenses incurred by the Adviser (including subscription fees and other costs and expenses related to Bloomberg Professional Services); |
| ● | amounts incurred by the Adviser in connection with or incidental to acquiring or licensing software and obtaining research; |
| ● | distributions on the Company’s common stock; |
| ● | expenses related to leverage, if any, incurred to finance the Company’s investments, including rating agency fees, interest, preferred stock dividends, obtaining lines of credit, loan commitments and letters of credit for the account of the Company and its related entities; |
| ● | transfer agent and custodial fees and expenses; |
| ● | bank service fees; |
| ● | fees and expenses associated with marketing efforts; |
| ● | federal and state registration fees and any stock exchange listing fees; |
| ● | fees and expenses associated with independent audits and outside legal costs; |
| ● | federal, state, local and foreign taxes (including real estate, stamp or other transfer taxes), including costs in connection with any tax audit, investigation or review, or any settlement thereof; |
| ● | complying with Sections 1471 through 1474 of the Code (generally referred to as “FATCA”) and/or any foreign account reporting regimes and certain regulations and other administrative guidance thereunder, including the Common Reporting Standard issued by the Organization for Economic Cooperation and Development, or similar legislation, regulations or guidance enacted in any other jurisdiction, which seeks to implement tax reporting and/or withholding tax regimes as well as any intergovernmental agreements and other laws of other jurisdictions with similar effect; |
| ● | independent directors’ fees and expenses; |
| ● | brokerage fees and commissions; |
| ● | fidelity bond, directors and officers, errors and omissions liability insurance and other insurance premiums; |
| ● | the costs of any reports, proxy statements or other notices to the Company’s shareholders, including printing costs; |
| ● | costs of holding shareholder meetings; |
| ● | litigation, indemnification and other non-recurring or extraordinary expenses; |
| ● | any governmental inquiry, investigation or proceeding to which the Company and/or an investment is a related party or is otherwise involved, including judgments, fines, other awards and settlements paid in connection therewith; |
34
| ● | other direct costs and expenses of administration and operation, such as printing, mailing, long distance telephone and staff; |
| ● | costs associated with the Company’s reporting and compliance obligations, including under the 1940 Act and applicable federal and state securities laws (including reporting under Sections 13 and 16 under the Exchange Act and anti-money laundering compliance); |
| ● | dues, fees and charges of any trade association of which the Company is a member; |
| ● | costs associated with the formation, management, governance, operation, restructuring, maintenance (including any amendments to constituent documents), winding up, dissolution or liquidation of entities; |
| ● | fees, costs and expenses incurred in connection with or incidental to co-investments or joint ventures (whether or not consummated) that are not borne by co-investors or joint venture partners; |
| ● | the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; and |
| ● | all other expenses incurred by either the Administrator or the Company in connection with administering the Company’s business, including payments under the Administration Agreement that will be based upon the Company’s allocable portion of overhead, and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the fees of the Sub-Administrator, rent, technology systems (including subscription fees and other costs and expenses related to Bloomberg Professional Services and the Adviser’s third-party Order Management System), insurance and the Company’s allocable portion of the cost of compensation and related expenses of its Chief Compliance Officer and Chief Financial Officer and their respective staffs. |
Generally, during periods of asset growth, the Company expects its general and administrative expenses to be relatively stable or to decline as a percentage of total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities would be additive to the expenses described above.
Common expenses frequently are incurred on behalf of the Company and one or more of the Adviser’s other clients. The Adviser seeks to allocate those common expenses among the Company and such other clients in a manner that is fair and reasonable over time, and the Adviser may bear certain expenses directly that otherwise are not allocated to the Company or to its other clients. To address potential conflicts of interest, the Adviser has adopted and implemented policies and procedures for the allocation of common expenses. The Adviser, for instance, allocates expenses to clients, including the Company, in accordance with the client’s arrangements with the Adviser. In addition, the Adviser may use a variety of methods to allocate common expenses, including methods based on assets under management, relative use of a product or service, the nature or source of a product or service, the relative benefits derived by the Company and its other clients from a product or service, size of the Company’s or the other clients’ investment, or other relevant factors. Expense allocations may, at times, depend on subjective determinations by the Adviser. Allocations of common expenses by the Adviser to the Company is subject to the review and approval of the Company’s Board of Directors.
The Adviser has agreed to limit, indefinitely, the amount of Specified Expenses borne by the Company to an amount not to exceed 0.25% per annum of the greater of (i) the Company’s aggregate Capital Commitments and (ii) the Company’s net assets, at the time of determination (i.e., the Expense Cap). Specified Expenses include the following expenses incurred by the Company in its ordinary course of business: (i) third-party fund administration and fund accounting; (ii) printing and mailing expenses; (iii) professional fees, consisting of legal, compliance, tax and audit fees; (iv) treasury and compliance function expenses, including the salary of any internal Redwood resources reimbursed by the Company; (v) research expenses relating to Bloomberg, expert network services, and investment research subscriptions, (vi) Independent Director fees and expenses; (vii) premiums for director and officer and errors and omissions insurance; and (viii) valuation of Company investments. For the avoidance of doubt, Specified Expenses do not include any other expenses of the Company incurred in connection with its operations, including but not limited to, (i) any advisory fees payable by the Company under an effective advisory agreement, (ii) investment expenses (such as fees and expenses of outside legal counsel or third-party consultants, due diligence-related fees and other costs, expenses and liabilities with respect to consummated and unconsummated investments), (iii) taxes paid, (iv) interest expenses and fees on borrowing, (v) fees incurred in connection with the establishment of borrowing or other leverage arrangements, (vi) brokerage commissions, expenses related to litigation and potential litigation, and extraordinary expenses not incurred in the ordinary course of the Company’s business, including such expenses as approved by the Board of Directors, including a majority of the Independent Directors.
The Expense Cap is based on the greater of (i) the Company’s aggregate Capital Commitments, without reduction for contributed capital or Capital Commitments no longer available to be called by the Company and (ii) the Company’s net assets, in each case as calculated at the end of a calendar year. In any year, to the extent that Specified Expenses exceed the Expense Cap, the Adviser will promptly waive fees or reimburse the Company for expenses necessary to eliminate such excess.
35
The Investment Advisory Agreement provides that the base management fee be calculated at an annual rate of 1.5% of the Company’s Weighted Average Net Asset Value and is payable quarterly in arrears.
Additionally, the Investment Advisory Agreement provides that the Adviser may be entitled to an incentive fee under certain circumstances.
Organization and offering costs
At launch, the Company agreed that it would bear any initial organization and offering costs in excess of $1.0 million. Initial organization and offering costs up to $1.0 million would be borne by the Adviser. Such costs borne by the Adviser will not be subject to reimbursement by the Company.
Organization costs consist of, among other things, the cost of incorporating the Company, including legal, accounting, regulatory filing and other fees pertaining to the Company’s organization, all of which are expensed as incurred. Offering costs include, among other things, legal fees and other costs pertaining to the preparation of this Report and other offering documents. As of both June 30, 2024 and 2023, the Adviser incurred no organizational costs on behalf of the Company.
Critical accounting policies and estimates
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited interim financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the unaudited interim financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our unaudited interim financial statements.
Critical accounting estimates are those estimates made in accordance with U.S. GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant.
Valuation of portfolio investments
The Company values investments for which market quotations are readily available at their market quotations. However, the Company expects that there will not be readily available market values for many of the investments that are in its portfolio, and the Company values such investments at fair value as determined in good faith by the Adviser, the Company’s Valuation Designee, subject to the oversight of the Board of Directors under the Company’s valuation policy and process, as described in more detail below.
The Company follows ASC 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to the Company on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
| ● | Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. |
| ● | Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities. |
| ● | Level 3: Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and may require significant management judgment or estimation. |
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of the Company’s investments and any credit facility are expected to be classified as Level 3.
36
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than the Company’s valuation and those differences may be material.
In addition to using the above inputs in cash equivalents, investments and any credit facility valuations, the Company employs the valuation policy approved by the Board of Directors that is consistent with ASC 820. Consistent with the Company’s valuation policy, the Company evaluates the source of inputs, including any markets in which the Company’s investments are trading, in determining fair value.
Revenue recognition
Interest and dividend income, including income paid-in-kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.
Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.
Net realized gains or losses and net change in unrealized appreciation or depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
Payment-in-kind interest
The Company expects that some of the investments in its portfolio may contain a PIK interest provision. PIK interest is added to the principal balance of the investment and is recorded as income. In order for the Company to maintain its ability to be subject to tax as a RIC, substantially all of this income must be paid out to shareholders in the form of dividends for U.S. federal income tax purposes, even though the Company will not have collected any cash with respect to interest on PIK securities.
Federal income taxes
The Company intends to elect to be treated, and intends to qualify annually to maintain its election to be treated, as a RIC under Subchapter M of the Code. To maintain the Company’s RIC tax election, the Company must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. The Company also must annually distribute dividends for U.S. federal income tax purposes to its shareholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of the Company’s investment company taxable income, determined without regard to any deduction for dividends paid.
If the Company fails to satisfy the Excise Tax Distribution Requirements, the Company will be liable for a 4% nondeductible federal excise tax on the portion of the undistributed amounts of such income that are less than the amounts required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). The Company currently intends to make sufficient distributions each taxable year to satisfy the Excise Tax Distribution Requirements.
Because federal income tax regulations differ from U.S. GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gains recognized for financial reporting purposes. Differences between tax regulations and U.S. GAAP may be permanent or temporary. Permanent differences will be reclassified among capital accounts in the Company’s unaudited interim financial statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
37
Portfolio and Investment Activity
At June 30, 2024, our investment portfolio of $403.3 million (at fair value) consisted of 39 portfolio companies and was invested 70.9% in first lien secured debt, 21.4% in corporate bonds, 1.3% in equity, 6.3% in second lien secured debt and 0.1% in revolvers. At December 31, 2023, our investment portfolio of $359.1 million (at fair value) consisted of 36 portfolio companies and was invested 72.7% in first lien secured debt, 25.8% in corporate bonds, 1.0% in equity and 0.5% in second lien secured debt. At June 30, 2024 and December 31, 2023, our average portfolio company investment at fair value was approximately $10.3 million and $10.0 million, respectively. At June 30, 2024 and December 31, 2023, our largest portfolio company investment by value was approximately 3.7% and 6.4% of our portfolio, respectively, and our five largest portfolio company investments by value comprised approximately 12.1% and 28.4% of our portfolio.
The industry composition of our portfolio at fair value at June 30, 2024 and December 31, 2023 was as follows:
June 30, 2024 | December 31, 2023 | |||||
Aerospace & Defense | 6.0 | — | ||||
Beverage, Food & Tobacco | 1.1 | 1.7 | ||||
Capital Equipment | 1.3 | — | ||||
Chemicals, Plastics, & Rubber | 4.7 | 7.6 | ||||
Construction & Building | 3.4 | 7.1 | ||||
Consumer Goods: Durable | 7.6 | 4.4 | ||||
Consumer Goods: Non-Durable | 2.2 | 3.9 | ||||
Environmental Industries | 6.0 | 6.8 | ||||
FIRE: Insurance | 1.3 | 5.7 | ||||
FIRE: Real Estate | 5.0 | 5.6 | ||||
Healthcare & Pharmaceuticals | 5.1 | 7.7 | ||||
Hotel, Gaming & Leisure | 10.0 | 4.0 | ||||
Metals & Mining | 4.6 | 3.4 | ||||
Retail | 7.2 | 7.7 | ||||
Services: Business | 12.9 | 8.5 | ||||
Services: Consumer | 9.3 | 6.7 | ||||
Software | 4.8 | 4.9 | ||||
Technology Enabled Services | 1.9 | 7.9 | ||||
Transportation: Consumer | 4.2 | 4.8 | ||||
Wholesale | 1.4 | 1.6 | ||||
100.0 | % | 100.0 | % |
The weighted average effective yield of our debt and total portfolio was 13.6% and 13.5% at June 30, 2024 and December 31, 2023, respectively. At June 30, 2024 and December 31, 2023, 80.5% and 76.8%, respectively, of debt investments in our portfolio bore interest based on floating rates, such as SOFR, PRIME or the EURIBOR Rate, and 18.2% and 22.3%, respectively, of debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 77.0% and 79.3% at June 30, 2024 and December 31, 2023, respectively. As of both June 30, 2024 and December 31, 2023, zero debt investments in the portfolio were on non-accrual status.
Results of Operations
Investment income
Total investment income for the three months ended June 30, 2024 and 2023, was $13.1 million and $12.2 million, respectively. The investment income was mainly comprised of $11.2 million cash interest income, $1.2 million paid-in-kind interest, and $0.7 million other income, respectively (three months ended June 30, 2023: $11.5 million in cash interest income, $0.2 million paid-in-kind interest and $0.5 million other income). Other income consists primarily of fees earned on our debt investments.
Total investment income for the six months ended June 30, 2024 and 2023, was $27.9 million and $21.7 million, respectively. The investment income mainly comprised of $23.9 million cash interest income, $1.5 million paid-in-kind interest, and $2.5 million other income, respectively (six months ended June 30, 2023: $20.7 million cash interest income, $0.4 million paid-in-kind interest and $0.6 million other income). Other income consists primarily of fees earned on our debt investments.
Total operating expenses for the three months ended June 30, 2024 were $5.8 million, comprised of $3.4 million in interest and other debt expenses, $0.8 million in management fees, $1.3 million in incentive fees and $0.3 million in all other expenses.
Total operating expenses for the three months ended June 30, 2023 were $4.7 million, comprised of $3.4 million in interest and other debt expenses, $0.7 million in management fees, $0.2 million in incentive fees and $0.4 million in all other expenses.
38
Total operating expenses for the six months ended June 30, 2024 were $11.8 million, comprised of $6.7 million in interest and other debt expenses, $1.6 million in management fees, $2.9 million in incentive fees and $0.6 million in all other expenses.
Total operating expenses for the six months ended June 30, 2023 were $8.8 million, comprised of $6.4 million in interest and other debt expenses, $1.3 million in management fees, $0.6 million in incentive fees, and $0.5 million in all other expenses.
Net investment income
For the three months ended June 30, 2024 and 2023, net investment income was $7.3 million and $7.6 million, respectively. For the six months ended June 30, 2024 and 2023, net investment income was $16.3 million and $13.1 million, respectively.
Net realized and unrealized gain or loss
For the three months ended June 30, 2024 and 2023, the net realized gain / (loss) on investments and foreign currency debt was $1.4 million and ($1.5) million, respectively, and the net realized gain / (loss) on derivatives was $0.1 million and $0.04 million, respectively.
For the six months ended June 30, 2024 and 2023, the net realized gain / (loss) on investments and foreign currency debt was $1.0 million and ($0.05) million, respectively, and the net realized gain / (loss) on derivatives was $0.6 million and $0.1 million, respectively.
For the three months ended June 30, 2024 and 2023, the change in net unrealized appreciation / (depreciation) on investments and foreign currency debt was ($2.1) million and ($5.4) million, respectively, and the change in net unrealized appreciation / depreciation on derivatives was $0.03 million and $0.3 million, respectively.
For the six months ended June 30, 2024 and 2023, the change in net unrealized appreciation / (depreciation) on investments and foreign currency debt was $2.6 million and ($5.8) million, respectively, and the change in net unrealized appreciation / depreciation on derivatives was $0.2 million and $0.1 million, respectively.
Incentive compensation
For the three months ended June 30, 2024 and 2023, the Company incurred $1.3 million and $0.2 million, respectively in incentive fees.
For the six months ended June 30, 2024 and 2023, the Company incurred $2.9 million and $0.6 million, respectively in incentive fees.
Income tax expense, including excise tax
The Company intends to elect to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its shareholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company intends to make the requisite distributions to its shareholders which will generally relieve the Company from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. For both the three months ended June 30, 2024 and 2023, the Company incurred no excise tax.
Net increase / (decrease) in net assets resulting from operations
For the three months ended June 30, 2024 and 2023, the net change in net assets applicable to common shareholders resulting from operations was $6.8 million and $1.1 million, respectively.
For the six months ended June 30, 2024 and 2023, the net change in net assets applicable to common shareholders resulting from operations was $20.7 million and $7.5 million, respectively.
Liquidity and Capital Resources
Our liquidity and capital resources are expected to be generated primarily through the initial private placement of shares of the Company’s common stock, borrowings under the Credit Agreement, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in debt instruments of portfolio companies, payments to service our debt and other general corporate purposes.
39
The following table summarizes the total shares issued and proceeds received in connection with the Company’s private placement for the three months ended June 30, 2024 and 2023 (in thousands, excluding shares):
For the Three Months Ended June 30, 2024 | For the Three Months Ended June 30, 2023 | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | |||||||||
Shares Issued | 96,793 | 1,581,340 | 299,510 | 4,138,175 | ||||||||
Average Price Per Share | $ | 13.20 | $ | 13.71 | $ | 12.90 | $ | 13.90 | ||||
Proceeds | $ | 1,278 | $ | 21,679 | $ | 3,863 | $ | 57,532 | ||||
On April 6, 2022, the Company entered into the Credit Agreement. The Credit Agreement had an initial multicurrency revolving loan commitment of $85 million, with uncommitted capacity to increase the revolving loan commitments up to $500 million in the form of dollar commitments or multicurrency commitments. On May 13, 2022, the Company entered into an Incremental Commitment and Assumption Agreement and First Amendment to Senior Secured Revolving Credit Agreement by and among the Company, the lenders party thereto, the assuming lenders party thereto and the Administrative Agent, pursuant to which, among other things, the Company amended the Credit Agreement to increase its revolving loan commitments thereunder to $145 million, with $100 million in the form of multicurrency commitments and $45 million in the form of dollar commitments. The Credit Agreement permits the Company to use up to $25 million of multicurrency commitments to incur letters of credit.
On August 26, 2022, the Company entered into an Incremental Commitment and Assumption Agreement (the “Incremental Agreement”), which supplements the Senior Secured Revolving Credit Agreement, dated as of April 6, 2022 (as amended, restated, supplemented and otherwise modified to date, including by the Incremental Agreement, the “Credit Agreement”), among the Company, as borrower, ING Capital LLC (“ING”), as administrative agent and the lenders party thereto. Pursuant to the Incremental Agreement, among other changes, the total commitments under the Credit Agreement increased from $145 million to $250 million, consisting of an increase in dollar commitments from $45 million to $140 million and of multicurrency commitments from $100 million to $110 million. In connection with such increase, the Company paid the lenders providing commitments certain fees.
On January 17, 2024, the Company signed an Incremental Agreement, which supplements the Senior Secured Revolving Credit Agreement, dated as of April 6, 2022 (as amended, restated, supplemented and otherwise modified to date, including by the Credit Agreement), among the Company, as borrower, ING, as administrative agent and the Lenders Party Thereto. Pursuant to the Incremental Agreement, among other changes, the total commitments under the Credit Agreement increased from $250 million to $255 million.
Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a BDC to have a ratio of total outstanding indebtedness to net assets of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. The Company’s sole initial shareholder approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act to the Company. As a result, under current law, the Company is permitted as a BDC to issue senior securities in amounts such that the Company’s asset coverage, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities (a two-to-one debt-to-equity ratio). As of June 30, 2024 and December 31, 2023, the Company’s asset coverage ratio were 224.2% and 243.9%, respectively.
Net cash provided by / (used in) operating activities during the six months ended June 30, 2024 and 2023, were ($17.0) million and ($107.7) million, respectively, consisting primarily of the settlement of acquisitions of investments (net of dispositions) of ($35.5) million and ($103.6) million, respectively, and net investment income (net of non-cash income and expenses) of approximately $16.3 million and $13.1 million, respectively.
Net cash provided by / (used in) financing activities was $16.1 million and $106.7 million, respectively, for the six months ended June 30, 2024 and 2023, consisting primarily of zero and $55.5 million, respectively, from the issuance of common shares, $31.9 million and $60.2 million, respectively, from net amounts drawn on the Credit Agreement and ($15.8) million and ($9.0) million, respectively, from distributions paid.
At June 30, 2024 and December 31, 2023, we had $0.1 million and $0.8 million in cash and cash equivalents, respectively, and zero and $0.2 million in restricted cash, respectively.
40
Contractual Obligations
As of the date hereof, the Company does not have any other significant contractual payment obligations. However, the Company has entered into certain contracts under which the Company will have material future commitments.
The Company has entered into the Investment Advisory Agreement with the Adviser in accordance with the 1940 Act upon the Company’s election to be regulated as a BDC under the 1940 Act. Under the Investment Advisory Agreement, the Adviser will provide the Company with investment advisory and management services. For these services, the Company will pay (1) a management fee equal to a percentage of the value of the Company’s Weighted Average Net Asset Value and (2) an incentive fee based on the Company’s performance.
The Company has entered into the Administration Agreement with the Administrator upon the Company’s election to be regulated as a BDC under the 1940 Act. Under the Administration Agreement, the Administrator will perform, or oversee the performance of, the Company’s required administrative services. Payments under the Administration Agreement will be based upon the Company’s allocable portion of the overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the fees of the Sub-Administrator, rent, technology systems (including subscription fees and other costs and expenses related to Bloomberg Professional Services and the Adviser’s third-party Order Management System), insurance and the Company’s allocable portion of the cost of compensation and related expenses of its Chief Compliance Officer and Chief Financial Officer and their respective staffs. The Administrator has entered into a sub-administration agreement with the Sub-Administrator, pursuant to which the Administrator will delegate certain administrative functions to the Sub-Administrator.
If any of the Company’s contractual obligations discussed above are terminated, the costs under any new agreements may increase. In addition, the Company will likely incur significant time and expense in locating alternative parties to provide the services that the Company expects to receive under the Investment Advisory Agreement and the Administration Agreement. Any new investment advisory agreement would also be subject to approval by the Company’s shareholders.
Distributions
Our dividends and distributions to common shareholders, if any, are determined and declared by our Board of Directors and are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to shareholders and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure shareholders that they will receive any distributions or distributions at a particular level.
Distributions to shareholders for the three months ended June 30, 2024 and 2023, totaled $6.3 million ($0.38 per share) and $5.5 million ($0.38 per share), respectively. Distributions to shareholders for the six months ended June 30, 2024 and 2023, totaled $12.6 million ($0.76 per share) and $10.3 million ($0.76 per share), respectively.
Tax characteristics of any distributions are reported to shareholders on Form 1099-DIV or Form 1042-S after the end of the calendar year.
We elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our shareholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:
· | 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year; |
· | 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and |
· | 100% of any undistributed ordinary income and net capital gains from previous years on which we paid no U.S. federal income tax. |
We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our shareholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.
We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends
41
and distributions due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.
In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to pay a large portion of a dividend in shares of our common stock instead of in cash. As long as a sufficient portion of such dividend is paid in cash (which portion can generally be as low as 20%) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes.
Transactions with Related Persons; Review, Approval or Ratification of Transaction with Related Persons
The Company has entered into the Investment Advisory Agreement with the Adviser in accordance with the 1940 Act. The Company entered into an Investment Advisory Agreement with the Adviser, effective as of March 31, 2022, in accordance with the 1940 Act. On September 30, 2022, the Company and the Adviser entered into an Amended and Restated Investment Advisory Agreement (the “Investment Advisory Agreement”). For these services, the Company will pay (1) a management fee equal to a percentage of the value of the Company’s Weighted Average Net Asset Value and (2) an incentive fee based on the Company’s performance.
The Company has entered into the Administration Agreement with the Administrator. Under the Administration Agreement, the Administrator will perform, or oversee the performance of, the Company’s required administrative services. Payments under the Administration Agreement will be based upon the Company’s allocable portion of the overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the fees of the Sub-Administrator, rent, technology systems (including subscription fees and other costs and expenses related to Bloomberg Professional Services and the Adviser’s third-party Order Management System), insurance and the Company’s allocable portion of the cost of compensation and related expenses of its Chief Compliance Officer and Chief Financial Officer and their respective staffs.
Potential Conflicts of Interest
The Adviser and its affiliates may engage in management or investment activities on behalf of entities that have overlapping objectives and strategies with the Company. The Adviser and its affiliates may face conflicts in the allocation of investment opportunities to the Company and any others to which they may provide management or investment services. In order to address these conflicts, the Adviser has an investment allocation policy that seeks to ensure the fair and equitable allocation of investment opportunities and addresses the co-investment restrictions set forth under the 1940 Act.
The Company expects that there will not be readily available market values for many of the investments that will be in its portfolio, and the Company will value such investments at fair value as determined in good faith by the Adviser, the Company’s Valuation Designee, under the supervision of the Board pursuant to the Company’s valuation policy and process. Valuations of private investments and private companies require judgment, are inherently uncertain, often fluctuate and are frequently based on estimates. It is possible that determinations of fair value will differ materially from the values that would have been used if an active market for these investments existed. If determinations regarding the fair value of investments were materially higher than the values that were ultimately realized upon the sale of such investments, the returns to the Company’s investors would be adversely affected. In connection with that determination, investment professionals from the Adviser, the Company’s Valuation Designee, will determine valuations of the investments in the portfolio company based upon the most recent portfolio company financial statements available and projected financial results of each portfolio company. The participation of the Adviser’s investment professionals in the valuation process could result in a conflict of interest as the Adviser’s base management fee will be based, in part, on the Company’s net assets and the incentive fees will be based, in part, on unrealized gains and losses.
Under the incentive fee structure in the Investment Advisory Agreement, the Company’s adjusted net investment income for purposes thereof is computed and paid on income that may include interest income that has been accrued but not yet received in cash. This fee structure may give rise to a conflict of interest for the Adviser to the extent that it encourages the Adviser to favor debt financings that provide for deferred interest, rather than current cash payments of interest. The Adviser may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the incentive fee even when the issuers of the deferred interest securities would not be able to make actual cash payments to the Company on such securities. This risk could be increased because, under the Investment Advisory Agreement, the Adviser is not obligated to reimburse the Company for incentive fees it receives even if the Company subsequently incur losses or never receives in cash the deferred income that was previously accrued.
42
In addition, the incentive fee payable to the Adviser may create an incentive for the Adviser to cause the Company to realize capital gains or losses that may not be in the best interests of the Company or its shareholders. Under the incentive fee structure, the Adviser benefits when the Company recognizes capital gains and, because the Adviser determines when an investment is sold, the Adviser controls the timing of the recognition of such capital gains.
The professionals of the Adviser currently serve and may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company does or of accounts sponsored or managed by the Adviser or its affiliates. Similarly, the Adviser or its affiliates currently manage and may have other clients with similar or competing investment objectives. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of the Company or its shareholders. As a result, those individuals may face conflicts in the allocation of investment opportunities among the Company and other accounts advised by or affiliated with the Adviser or its affiliates. Certain of these accounts may provide for higher management or incentive fees, greater expense reimbursements or overhead allocations, or permit the Adviser and its affiliates to receive higher origination and other transaction fees, all of which may contribute to this conflict of interest and create an incentive for the Adviser to favor such other accounts. For example, the 1940 Act restricts the Adviser from receiving more than a 1% fee in connection with loans that the Company acquires, or originates, a limitation that does not exist for certain other accounts. The Adviser seeks to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy. However, there can be no assurance that such opportunities will be allocated to the Company fairly or equitably in the short-term or over time, and there can be no assurance that the Company will be able to participate in all investment opportunities that are suitable to it.
The Company is prohibited under the 1940 Act from participating in certain transactions with its affiliates without the prior approval of the Independent Directors and, in some cases, the SEC. Any person that owns, directly or indirectly, five percent or more of the Company’s outstanding voting securities will be its affiliate for purposes of the 1940 Act, and the Company generally will be prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Directors. The Company will consider the Adviser and its affiliates to be its affiliates for such purposes. The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same portfolio company, without prior approval of the Independent Directors and, in some cases, the SEC. The Company will be prohibited from buying or selling any security from or to, among others, any person who owns more than 25% of the Company’s voting securities or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC.
The Company may, however, invest alongside the Adviser and its affiliates’ other clients in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, the Company may invest alongside such accounts consistent with guidance promulgated by the SEC staff permitting the Company and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the Adviser, acting on the Company’s behalf and on behalf of its other clients, negotiates no term other than price. The Company may also invest alongside the Adviser’s other clients as otherwise permissible under regulatory guidance, applicable regulations and the Adviser’s allocation policy.
On April 1, 2022, the SEC granted to the Adviser and the Company exemptive relief on which we expect to rely to co-invest with other funds managed by the Adviser in a manner consistent with our investment, objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
The Adviser and its affiliates may from time to time incur expenses on behalf of the Company and their other clients (which may include one or more investment funds established by the Adviser or its affiliates). Although the Adviser and its affiliates will attempt to allocate such expenses on a basis that they consider equitable, there can be no assurance that such expenses will be allocated appropriately in all cases. As a result, the Company may bear an expense to which it does not receive a proportionate (or any) benefit.
Recent Developments
Management has evaluated subsequent events through the date of issuance of the unaudited interim financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statement, except as disclosed below:
The Company committed to various new investments and funded existing committed delayed draw facilities with an aggregate par value of $39.7 million and received paydowns or disposed of existing investments with an aggregate par value of $25.0 million.
43
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio. Uncertainty with respect to a potential economic downturn or recession, the economic effects of the Russia-Ukraine and Hamas-Israel conflicts have introduced significant volatility in the financial markets, and the effects of this volatility have materially impacted and could continue to materially impact our market risks, including those listed below. For additional information concerning a potential economic downturn or recession, the Russia-Ukraine and Hamas-Israel conflicts and their potential impact on our business and our operating results, see “Risk Factors.”
Investment valuation risk
Because there is not a readily available market value for certain of the investments in our portfolio, we value such of our portfolio investments at fair value as determined in good faith by the Adviser, the Company’s Valuation Designee, subject to the oversight of our Board of Directors based on, among other things, the input of our management and audit committee and independent third-party valuation firms that have been engaged at the direction of our Board of Directors to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing 12-month period (with certain de minimis exceptions). Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise and are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” as well as Notes 2 and 3 to our financial statements from June 30, 2024 (unaudited) and December 31, 2023 for more information relating to our investment valuation.
Interest rate risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our investments in portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.
In a prolonged low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase, thereby increasing our net income as indicated per the table below. Furthermore, changes in interest rates can impact our interest rate swaps, as interest rate swaps are sensitive to changes in the market’s interest rate expectations and the duration of the swap.
At June 30, 2024 and December 31, 2023, 80.5% and 76.8%, respectively, of debt investments in our portfolio bore interest based on floating rates, such as SOFR, PRIME or the EURIBOR Rate. The interest rates on such investments generally reset by reference to the current market index after one to three months. At June 30, 2024 and December 31, 2023, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 77.0% and 79.3%, respectively. Floating rate investments subject to a floor generally reset by reference to the current market index after one to three months only if the index exceeds the floor.
Based on our Statements of Assets and Liabilities as of June 30, 2024, the following table shows the annual impact on net investment income (excluding the related management fees and incentive fee impact) of base rate changes in interest rates (considering that interest rate floors for variable rate instruments and that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:
44
Basis Point Change (1) | Net Investment Income (Loss) | Net Investment Income (Loss) Per Share | ||||
Up 300 basis points | $ | 7,585 | $ | 0.46 | ||
Up 200 basis points | 5,104 | 0.31 | ||||
Up 100 basis points | 2,623 | 0.16 | ||||
Down 100 basis points | (2,339) | (0.14) | ||||
Down 200 basis points | (4,820) | (0.29) | ||||
Down 300 basis points | (7,302) | (0.44) | ||||
| (1) | Includes the impact of our interest rate swaps as a result of interest rate changes. For interest rate swaps, we assume only the next 1 year is impacted by the change in base rate and so we multiply the notional amount of our swap by the Basis Point Change. It does not adjust interest swaps for changes in future years, and it does not adjust interest rate swaps for the implied interest rate expectation in the swaps. |
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
As of the period covered by this report, we, including our Co-Presidents and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including our Co-Presidents and Chief Financial Officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including our Co-Presidents and Chief Financial Officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in internal control over financial reporting
There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Part II – Other Information
Item 1. Legal Proceedings
The Company, the Adviser, the Administrator and their wholly-owned subsidiaries are not currently subject to any material litigation.
Item 1A. Risk Factors
There have been no material changes from our risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
During the fiscal quarter ended June 30, 2024,
45
Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
Number |
| Description |
3.1 |
| |
3.2 |
| |
4.1 |
| |
31.1 |
| Certification of Co-President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* |
31.2 |
| Certification of Co-President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* |
31.3 |
| |
32.1 |
| |
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith.
| (1) | Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56413) filed on May 26, 2022 and incorporated herein by reference. |
46
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Redwood Enhanced Income Corp.
Date: August 12, 2024 | By: | /s/ Ruben Kliksberg |
Name: | Ruben Kliksberg | |
Title: | Co-President | |
Date: August 12, 2024 | By: | /s/ Sean Sauler |
Name: | Sean Sauler | |
Title: | Co-President | |
| ||
Date: August 12, 2024 | By: | /s/ Toni Healey |
| Name: | Toni Healey |
| Title: | Chief Financial Officer |
47