08/14/2025 | Press release | Distributed by Public on 08/14/2025 07:05
Management's Discussion and Analysis of Financial Condition and Results of Operations
Statements contained in this Form 10-Q("Report") (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company and PIMCO. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Report constitutes "forward-looking statements," which can be identified by the use of forward-looking terminology such as "may," "will," "should," "seek," "expect," "anticipate," "project," "estimate," "intend," "continue," "target," or "believe" or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements.
The information contained in this section should be read in conjunction with "Item 1. Unaudited Consolidated Financial Statements." Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that the Company's plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or the Company's future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Risk Factors" in Item 1A of this Report and elsewhere in this Report. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. The Company does not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.
The following factors are among those that may cause actual results to differ materially from the Company's forward-looking statements:
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the Company's future operating results; |
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changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets; |
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interest rate volatility; |
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the Company's business prospects and the prospects of the Company's prospective portfolio companies; |
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the impact of increased competition; |
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the Company's contractual arrangements and relationships with third parties; |
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the dependence of the Company's future success on the general economy and its impact on the industries in which the Company invests; |
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the ability of the Company's prospective portfolio companies to achieve their objectives; |
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the relative and absolute performance of the Advisor; |
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the ability of the Advisor and its affiliates to retain talented professionals; |
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the Company's expected financings and investments; |
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the Company's ability to pay dividends or make distributions; |
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the adequacy of the Company's cash resources; |
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the risks associated with possible disruptions due to terrorism in the Company's operations or the economy generally; |
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the impact of future acquisitions and divestitures; |
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the Company's regulatory structure and tax status as a business development company ("BDC") and a regulated investment company (a "RIC"); and |
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future changes in laws or regulations and conditions in the Company's operating areas. |
Investors are advised to consult any additional disclosures that the Company makes directly to investors or through reports that the Company has filed or will file with the SEC, including our registration statement on Form 10 and our annual reports on Form 10-K,quarterly reports on Form 10-Qand current reports on Form 8-K.
Investors should understand that under Section 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports that the Company files under the Exchange Act.
Overview
The Company is an externally managed, non-diversified, closed-endmanagement investment company that elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act"), on July 11, 2022. The Company was incorporated under the laws of the state of Delaware on December 23, 2021. In addition, for U.S. federal income tax purposes, the Company has elected, as of August 1, 2022, to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
The Company's investment objectives are to generate current income and to a lesser extent longer-term capital appreciation. The Company seeks to achieve its investment objectives by investing primarily in privately negotiated loans and equity investments to middle-market companies generally with annual revenues greater than $20 million and earnings before interest, taxes, depreciation and amortization ("EBITDA") of less than $50 million. To accomplish this, the Company plans to make direct investments in middle-market companies. The Company may make select investments in non-U.S.portfolio companies. The Company seeks to provide investors with access to:
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a diversified portfolio of credit investments expected to provide stable income and high assurances of debt repayment; |
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current income distributions; |
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capital protection through defensive structures with affirmative, negative and financial maintenance covenants and active portfolio management; |
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assets of varying vintage, industry and geography through direct originations and acquisitions of loan portfolios; and |
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generally low volatility and low correlation to public market indices. |
Without limiting the generality of the foregoing, the Company primarily invests in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans), second lien senior secured term loans, mezzanine debt, unsecured loans, other subordinated loans, and covenant-lite loans. The Company invests to a lesser degree in equity investments and other opportunistic asset purchases. The Company may engage in hedging transactions. The Company may also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than the Company's private credit investments. Depending on various factors, including, without limitation, the Company's cash flows, the state of the loan market, and the need to quickly ramp-upthe Company's portfolio, the Company expects that at times its liquid loan portfolio could represent a material portion of the Company's portfolio.
The Company generates revenues primarily in the form of interest income from investments it holds. In addition, the Company generates income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity securities and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
Key Components Of Our Results Of Operations
Investments
The Company's level of investment activity can, does, and will vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments the Company makes.
Revenues
The Company generates revenue primarily in the form of interest income on debt investments it holds. In addition, the Company generates income from dividends or distributions on income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. The Company's debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as SOFR. Interest on these debt investments is paid quarterly. In some instances, the Company receives payments on its debt investments based on scheduled amortization of the outstanding balances. In addition, the Company may receive repayments of some of its debt investments prior to their scheduled maturity date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period. The Company's portfolio activity also reflects the proceeds of sales of securities. The Company may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
Investments are placed on non-accrualstatus when it is probable that principal, interest or dividends will not be collected according to contractual terms. Interest or dividend payments received on non-accrualinvestments may be recognized as income or applied to principal depending upon management's judgement. Non-accrualinvestments are restored to accrual status when past due principal and interest or dividends are paid and, in management's judgement, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.
Expenses
The Company's primary operating expenses include the payment of: (i) investment advisory fees to the Advisor pursuant to the Advisory Agreement between the Company and the Advisor (unless waived); (ii) administrative fees payable to the Administrator in performing its administrative obligations under the Administration Agreement between the Company and the Administrator; and (iii) other operating expenses as detailed below:
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salaries and other compensation or expenses, including travel expenses, of any of the Company's executive officers, directors and employees, if any, who are not officers, directors, stockholders, members, partners or employees of PIMCO or its subsidiaries or affiliates; |
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taxes and governmental fees, if any, levied against the Company; |
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brokerage fees and commissions, and other portfolio transaction expenses incurred by or for the Company (including, fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating and structuring loans and other investments made by the Company, and any costs associated with originating loans (such as third-party sourcing fees, due diligence expenses and travel, lodging and meal expenses related thereto), asset securitizations, alternative lending-related strategies and so-called "broken-dealcosts" (e.g., fees, costs, expenses and liabilities, including, for example, due diligence-related fees, costs, expenses and liabilities, with respect to unconsummated investments)); |
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expenses related to SPVs (including, without limitation, overhead expenses related thereto); |
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expenses of the Company's securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; |
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costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Company of reverse repurchase agreements, dollar rolls/buy backs, bank borrowings, credit facilities and tender option bonds; |
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costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Company and other related requirements in the Company's organizational documents) associated with the Company's issuance, offering, redemption and maintenance of preferred shares, commercial paper or other instruments (such as the use of reverse repurchase agreements, dollar rolls/buy backs, bank borrowings, credit facilities and tender option bonds) for the purpose of incurring leverage; |
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fees and expenses of any underlying funds or other pooled vehicles in which the Company invests; |
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expenses of any third party valuation agent engaged to assist in valuing the Company's assets; |
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dividend and interest expenses on short positions taken by the Company; |
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extraordinary expenses, including extraordinary legal expenses, as may arise, including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, and the legal obligations of the Company to indemnify its directors, officers, employees, stockholders, distributors, and agents with respect thereto; |
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fees and expenses, including legal, printing and mailing, solicitation and other fees and expenses associated with and incident to stockholder meetings and proxy solicitations; |
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organizational and offering expenses of the Company, including registration (including Share registration fees), legal, marketing, printing, accounting and other expenses associated with organizing the Company in its state of jurisdiction and in connection with the initial election of the Company to be regulated under the 1940 Act and, as applicable, the initial registration of its Shares under the Securities Act and fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/orother relief from the SEC; |
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expenses incurred in connection with a stockholder that defaults in respect of a Capital Commitment; |
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allocated costs incurred by PIMCO in providing managerial assistance to those companies in which the Company has invested who request it; |
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all other expenses incurred by the Company in connection with maintaining its status as a BDC; |
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expenses payable under any underwriting agreement, including associated fees, expenses and any indemnification obligations; |
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any expenses allocated or allocable to a specific class of Shares, including, as applicable, sub-transfer agencyexpenses and distribution and/or service fees paid pursuant to a Rule 12b-1 orsimilar plan adopted by the Board of the Company for a particular share class (if any); |
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the Company's pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums (including costs relating to directors' and officers' liability insurance and errors and omissions insurance); |
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all fees, costs, expenses, and liabilities relating to currency hedging and portfolio hedging transactions; |
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all fees, costs, expenses and liabilities of liquidating the Company; |
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all fees, costs, expenses and liabilities that are specific to the operations of the Company; and |
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all expenses of the Company that are capitalized in accordance with U.S. GAAP. |
The Company reimburses the Administrator and Advisor or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement and Advisory Agreement or otherwise. The Company expects our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
Portfolio, Investment Activity And Results Of Operations
As of June 30, 2025, the Company had investments, excluding cash equivalents, in 43 portfolio companies across 16 industries. Based on fair value as of June 30, 2025, 71% of the Company's debt portfolio was invested in debt bearing a floating interest rate, which are primarily subject to interest rate floors. Approximately 71% of the Company's debt portfolio at fair value had an interest rate floor denoted in SOFR or EURIBOR. The weighted average interest rate floor across the Company's floating-rate portfolio was approximately 0.6% as of June 30, 2025. These floors allow the Company to mitigate (to a degree) any impact of spread widening on the valuation of the Company's investments. As of June 30, 2025, the Company's estimated weighted average total yield of investments in debt securities was 8.8%. Weighted average yields are based on interest rates as of June 30, 2025.
As of December 31, 2024, the Company had investments, excluding cash equivalents, in 39 portfolio companies across 15 industries. Based on fair value as of December 31, 2024, 76% of the Company's debt portfolio was invested in debt bearing a floating interest rate, which are primarily subject to interest rate floors. Approximately 76% of the Company's debt portfolio at fair value had an interest rate floor denoted in SOFR or EURIBOR. The weighted average interest rate floor across the Company's floating-rate portfolio was approximately 0.6% as of December 31, 2024. These floors allow the Company to mitigate (to a degree) any impact of spread widening on the valuation of the Company's investments. As of December 31, 2024, the Company's estimated weighted average total yield of investments in debt securities was 10.0%. Weighted average yields are based on interest rates as of December 31, 2024.
As part of the monitoring process, the Advisor has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. The Advisor has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. The Advisor's ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Advisor's Internal Risk Rating system:
Category 1 - In the opinion of the Advisor, investments in Category 1 involve the least amount of risk relative to the Company's initial cost basis at the time of origination or acquisition. Category 1 investments performance is above the Company's initial underwriting expectations and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company, or the likelihood of a potential exit.
Category 2 - In the opinion of the Advisor, investments in Category 2 involve a level of risk relative to the Company's initial cost basis at the time of origination or acquisition. Category 2 investments are generally performing in line with the Company's initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Category 2.
Category 3 - In the opinion of the Advisor, investments in Category 3 indicate that the risk to the Company's ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance and non-compliancewith debt covenants; however, principal and interest payments are not more than 120 days past due.
Category 4 - In the opinion of the Advisor, investments in Category 4 involve a borrower performing substantially below expectations and indicate that the loan's risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Category 4 investments, it is anticipated that the Company will not recoup the Company's initial cost basis and may realize a substantial loss of the Company's initial cost basis at the time of origination or acquisition upon exit.
The distribution of the Company's portfolio, including cash equivalents, on the Advisor's Internal Risk Rating System is as follows:
| June 30, 2025 | ||||||||||||
| Fair Value (amounts in thousands) | % of Portfolio | Number of Portfolio Companies (1) | ||||||||||
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Risk rating 1 |
$ | - | - | % | - | |||||||
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Risk rating 2 |
236,320 | 96.7 | 43 | |||||||||
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Risk rating 3 |
1,310 | 0.5 | 1 | |||||||||
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Risk rating 4 |
6,747 | 2.8 | 1 | |||||||||
| $ | 244,377 | 100 | % | 45 | ||||||||
| (1) |
As of June 30, 2025, the investments in one portfolio company were reflected in both Risk Rating 3 and Risk Rating 4 categories. |
| December 31, 2024 | ||||||||||||
| Fair Value (amounts in thousands) | % of Portfolio | Number of Portfolio Companies | ||||||||||
|
Risk rating 1 |
$ | - | - | % | - | |||||||
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Risk rating 2 |
217,382 | 96.4 | 39 | |||||||||
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Risk rating 3 |
8,235 | 3.6 | 1 | |||||||||
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Risk rating 4 |
- | - | - | |||||||||
| $ | 225,617 | 100 | % | 40 | ||||||||
Consolidated Results Of Operations
The following table represents our operating results (amounts in thousands):
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
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Total investment income |
$ | 5,652 | $ | 6,017 | $ | 11,893 | $ | 11,995 | ||||||||
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Less: Net expenses |
1,641 | 769 | 2,940 | 1,381 | ||||||||||||
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Net investment income (loss) |
4,011 | 5,248 | 8,953 | 10,614 | ||||||||||||
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Net realized gain (loss) |
(716 | ) | (372 | ) | (981 | ) | (415 | ) | ||||||||
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Net change in unrealized appreciation (depreciation) |
944 | (787 | ) | (856 | ) | 635 | ||||||||||
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Net increase (decrease) in Net Assets resulting from operations |
$ | 4,239 | $ | 4,089 | $ | 7,116 | $ | 10,834 | ||||||||
Investment income was as follows (amounts in thousands):
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
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Investment income: |
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Interest income |
$ | 4,834 | $ | 5,144 | $ | 8,123 | $ | 8,647 | ||||||||
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Payment in-kindinterest |
801 | 796 | 3,737 | 3,247 | ||||||||||||
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Other income |
17 | 77 | 33 | 101 | ||||||||||||
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Total Investment Income |
$ | 5,652 | $ | 6,017 | $ | 11,893 | $ | 11,995 | ||||||||
For the three and six months ended June 30, 2025 and 2024, total investment income was driven by the Company's deployment of capital and invested balance of investments. The size of the Company's investment portfolio at fair value was approximately $244.4 million as of June 30, 2025 and $225.6 million as of December 31, 2024. As of such dates, all of the Company's debt investments were income-producing.
Interest income on the Company's debt investments is dependent on the composition and credit quality of the portfolio. Generally, the Company expects the portfolio to generate predictable quarterly interest income based on the terms stated in each loan's credit agreement.
Expenses
Expenses were as follows (amounts in thousands):
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
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Expenses: |
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Management fee |
$ | 637 | $ | 609 | $ | 1,260 | $ | 1,258 | ||||||||
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Directors fees |
136 | 43 | 179 | 86 | ||||||||||||
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Administration fee |
77 | 73 | 152 | 148 | ||||||||||||
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Interest expense |
1,221 | 366 | 2,247 | 585 | ||||||||||||
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Tax expense |
50 | 84 | 100 | 84 | ||||||||||||
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Legal expenses |
113 | 36 | 184 | 99 | ||||||||||||
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Other expenses |
44 | 81 | 78 | 207 | ||||||||||||
|
Recoupment of prior expenses paid by the Advisor |
- | 86 | - | 172 | ||||||||||||
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Total expenses |
$ | 2,278 | $ | 1,378 | $ | 4,200 | $ | 2,639 | ||||||||
|
Waivers |
(637 | ) | (609 | ) | (1,260 | ) | (1,258 | ) | ||||||||
|
Net expenses |
$ | 1,641 | $ | 769 | $ | 2,940 | $ | 1,381 | ||||||||
Other expenses include valuation, insurance, filing, research, subscriptions and other costs. Organization and offering costs include expenses incurred in the Company's initial formation and the Company's offering of Shares.
Waivers include organizational costs and management fee waivers.
Income Taxes, Including Excise Taxes
The Company has elected, as of August 1, 2022, to be treated as a RIC under Subchapter M of the Code, and the Company intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Company must, among other things, distribute to the Company's stockholders in each taxable year generally at least 90% of the sum of our Investment Company Taxable Income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exemptincome for that taxable year. To maintain the Company's tax treatment as a RIC, the Company, among other things, intends to make the requisite distributions to its stockholders, which generally relieve the Company from corporate-level U.S. federal income taxes.
For the three and six months ended June 30, 2025 and 2024, we did not incur any excise tax.
Financial Condition, Liquidity And Capital Resources
The Company generates cash from the net proceeds of offerings of its Shares, and from cash flows from interest and fees earned from its investments and principal repayments and proceeds from sales of its investments. The Company may also fund a portion of its investments through borrowings from banks and issuances of senior securities, including before the Company has fully invested the proceeds of any closing of the Company's continuous private offering of its Shares. The Company's primary use of cash will be investments in portfolio companies, payments of Company expenses and payment of cash distributions to stockholders.
Financing Transactions
The Company intends to utilize leverage (including through the establishment of wholly-owned financing subsidiaries) to finance its investments and operations. The amount of leverage that the Company employs will be subject to the restrictions of the 1940 Act and the supervision of the Board. At the time of any proposed borrowing, the amount of leverage the Company employs will also depend on the Advisor's assessment of market and other factors. The Company may use leverage for investments, working capital, expenses and general corporate purposes (including to pay dividends or distributions).
The Company is subject to limitations on leverage applicable to BDCs under the 1940 Act. As a BDC, with certain limited exceptions, the Company is only permitted to borrow amounts such that the Company's asset coverage ratio, as defined in the 1940 Act, equals at least 150% after (and including) such borrowing. As of June 30, 2025 and December 31, 2024, our average asset coverage ratio was 477% and 813%, respectively.
In determining whether to borrow money or issue debt on behalf of the Company, the Advisor will analyze, as applicable, the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to the Company's investment outlook, among other factors. Any such leverage, if incurred, would increase the total capital available for investment by the Company.
On June 19, 2023, Amber CS LLC (the "Subsidiary"), a wholly-owned financing subsidiary of the Company, entered into a credit facility with Massachusetts Mutual Life Insurance Company under which the Subsidiary was permitted to borrow up to $150.0 million. On June 10, 2024, the maximum aggregate committed borrowing amount was reduced to $100.0 million.
As of June 30, 2025 and December 31, 2024, the Company had $54.5 million and $28.2 million, respectively, of outstanding borrowings. See "Note 4. Borrowings" in "Item 1. Unaudited Consolidated Financial Statements" in this Report for more information.
The Company may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
Contractual Obligations
The Company has entered into an Advisory Agreement with the Advisor pursuant to the 1940 Act to provide the Company with investment advisory services and the Administration Agreement with the Administrator to provide the Company with administrative services. Payments for investment advisory services under the Advisory Agreement are described under Item 1. Consolidated Financial Statements - Notes to Unaudited Consolidated Financial Statements - Note 3. Related Party Transactions. Payments for administration services under the Administration Agreement are described under Item 1. Consolidated Financial Statements - Notes to Unaudited Consolidated Financial Statements - Note 3. Related Party Transactions.
Off-BalanceSheet Arrangements
The Company may become a party to investment commitments and to financial instruments with off-balancesheet risk in the normal course of its business to fund investments and to meet the financial needs of its portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the Consolidated Statements of Assets and Liabilities. As of June 30, 2025, the Company believed it had adequate resources to satisfy its unfunded commitments. The unfunded commitments to provide funds to portfolio companies were as follows (amounts in thousands):
|
Unfunded Commitments |
As of June 30, 2025 |
|||
|
First Lien Senior Secured |
$ | 20,502 | ||
|
Unfunded Commitments |
As of December 31, 2024 |
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|
First Lien Senior Secured |
$ | 5,542 | ||
Unregistered Sales of Equity Securities
For the three and six months ended June 30, 2025 and 2024, the Company did not hold closings of our continuous private offering of Shares.
Distributions and Distribution Reinvestment
The following table summarizes distributions declared during the six months ended June 30, 2025:
|
Date Declared |
Record Date | Payment Date | Dividend Per Share | |||||||||
|
May 8, 2025 |
May 20, 2025 | May 22, 2025 | $ | 0.12 | ||||||||
The following table summarizes distributions declared during the six months ended June 30, 2024:
|
Date Declared |
Record Date | Payment Date | Dividend Per Share | |||||||||
|
May 3, 2024 |
May 20, 2024 | May 22, 2024 | $ | 0.14 | ||||||||
The Company has adopted an "opt out" DRIP. As a result, unless stockholders elect to "opt out" of the DRIP, stockholders will have their cash dividends or distributions automatically reinvested in additional shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), rather than receiving cash. 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; however, those stockholders will not receive cash with which to pay any applicable taxes.
Critical Accounting Estimates
The preparation of the Company's financial statements requires us 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. For a description of our critical accounting policies, see Note 2 "Significant Accounting Policies" to our consolidated financial statements included in this Report. We consider the most significant accounting policies to be those related to our Fair Value of Investments, Revenue Recognition, Deferred Financing Costs, Distribution Policy, and Income Taxes. There have been no material changes in our critical accounting policies and practices.
The Company's critical accounting policies, including those relating to the valuation of its investment portfolio, should be read in connection with the Company's consolidated financial statements in Part I, Item 1 of this Report, "Risk Factors" in Part II, Item 1A of this Report, and "Risk Factors" in Item 1A of the Company's registration statement on Form 10 ("Form 10") and most recent Form 10-K.
Related Party Transactions
The Company has entered into a number of business relationships with affiliated or related parties, including the following (which are defined in the notes to the accompanying unaudited consolidated financial statements if not defined herein):
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the Advisory Agreement; |
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the Administration Agreement; and |
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the Expense Reimbursement Agreement. |
See "Item 1. Consolidated Financial Statements-Notes to the Unaudited Consolidated Financial Statements-Note 3. Related Party Transactions."