UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

x

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the Quarter Endedquarterly period ended September 30, 2017

¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 19342022

 

¨

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 its charter,
charter, address of principal executive
office, telephone number, and
state or other jurisdiction of incorporation
or organization

I.R.S. Employer
Identification Number

814-01022

CapitalaLogan Ridge Finance Corp.Corporation

4201 Congress St., Suite 360650 Madison Avenue, 23rd Floor

Charlotte, North CarolinaNew York, New York 10022

Telephone: (704) 376-5502

State of Incorporation: Maryland

Telephone: (212) 891-2880

90-0945675

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading symbol(s)

90-0945675Name of Each Exchange on Which
Registered

Common Stock, par value $0.01 per share

LRFC

NASDAQ Global Select Market

 

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.

 

Capitala Finance Corp.

Yes x

No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

 

Capitala Finance Corp.

Yes x

No ¨

No  ¨

 

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 the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Capitala Finance Corp.

Large accelerated filer

¨

Accelerated filer

x

¨

Non-accelerated filer

¨

x

Smaller reporting company

¨

Emerging growth company

x

¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)13(a) of the SecuritiesExchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Capitala Finance Corp.

Yes ¨

No x

 

The number of shares of CapitalaLogan Ridge Finance Corp.’sCorporation’s common stock, $0.01 par value, outstanding as of November 3, 20178, 2022 was 15,936,507.2,711,068.

 

 


 

 

TABLE OF CONTENTS

 

Page

Page

PART I.

FINANCIAL INFORMATION

3

Item 1.

Consolidated Financial Statements

3

Consolidated Statements of Assets and Liabilities as of September 30, 20172022 (unaudited) and December 31, 20162021

3

Consolidated Statements of Operations for the three and nine months ended September 30, 20172022 and 20162021 (unaudited)

4

Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 20172022 and 20162021 (unaudited)

5

Consolidated Statements of Cash Flows for the nine months ended September 30, 20172022 and 20162021 (unaudited)

6

Consolidated Schedules of Investments as of September 30, 20172022 (unaudited) and December 31, 20162021

7

Notes to Consolidated Financial Statements as of and for the period ended September 30, 20172022 (unaudited)

17

13

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

42

31

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

63

41

Item 4.

Controls and Procedures

64

42

PART II.

OTHER INFORMATION

64

42

Item 1.

Legal Proceedings

64

42

Item 1A.

Risk Factors

64

42

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

64

42

Item 3.

Defaults Upon Senior Securities

64

42

Item 4.

Mine Safety Disclosures

64

42

Item 5.

Other Information

64

42

Item 6.

Exhibits

65

43

Signatures

66

44

 

2

 


 

PART I. FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

CapitalaLogan Ridge Finance Corp.

Corporation

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

 

  As of 
  September 30, 2017  December 31, 2016 
  (unaudited)    
ASSETS        
Investments at fair value        
Non-control/non-affiliate investments (amortized cost of $276,221 and $391,706, respectively) $274,795  $393,525 
Affiliate investments (amortized cost of $76,414 and $39,279, respectively)  98,101   61,464 
Control investments (amortized cost of $102,079 and $82,791, respectively)  98,210   86,650 
Total investments at fair value (amortized cost of $454,714 and $513,776, respectively)  471,106   541,639 
Cash and cash equivalents  52,307   36,281 
Interest and dividend receivable  4,246   5,735 
Due from related parties  74   182 
Prepaid expenses  409   506 
Other assets  82   72 
Total assets $528,224  $584,415 
         
LIABILITIES        
SBA debentures (net of deferred financing costs of $2,454 and $2,911, respectively) $168,246  $167,789 
2021 Notes (net of deferred financing costs of $0 and $3,025, respectively)  -   110,413 
2022 Notes (net of deferred financing costs of $2,618 and $0, respectively)  72,382   - 
2022 Convertible Notes (net of deferred financing costs of $1,658 and $0, respectively)  50,430   - 
Credit Facility (net of deferred financing costs of $1,096 and $759, respectively)  (1,096)  43,241 
Due to related parties  -   35 
Management and incentive fee payable  2,228   6,426 
Interest and financing fees payable  1,512   2,657 
Accounts payable and accrued expenses  -   536 
Deferred tax liability  2,660   - 
Written call option at fair value (proceeds of $20 and $20, respectively)  5,555   2,736 
Total liabilities $301,917  $333,833 
         
Commitments and contingencies (Note 2)        
         
NET ASSETS        
Common stock, par value $.01, 100,000,000 common shares authorized, 15,930,631 and 15,868,045 common shares issued and outstanding, respectively $159  $159 
Additional paid in capital  240,897   240,184 
Undistributed net investment income  15,684   22,973 
Accumulated net realized losses from investments  (38,630)  (37,881)
Net unrealized appreciation on investments, net of deferred taxes  13,732   27,863 
Net unrealized depreciation on written call option  (5,535)  (2,716)
Total net assets $226,307  $250,582 
Total liabilities and net assets $528,224  $584,415 
         
Net asset value per share $14.21  $15.79 

 

 

As of September 30,

 

 

As of December 31,

 

 

 

2022

 

 

2021

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Investments at fair value:

 

 

 

 

 

 

Non-control/non-affiliate investments (amortized cost of $172,131 and $131,829, respectively)

 

$

166,404

 

 

$

129,991

 

Affiliate investments (amortized cost of $30,612 and $49,803, respectively)

 

 

26,716

 

 

 

61,359

 

Control investments (amortized cost of $0 and $8,850, respectively)

 

 

 

 

 

6,839

 

Total investments at fair value (amortized cost of $202,743 and $190,482, respectively)

 

 

193,120

 

 

 

198,189

 

Cash and cash equivalents

 

 

11,263

 

 

 

39,056

 

Interest and dividend receivable

 

 

1,162

 

 

 

929

 

Prepaid expenses

 

 

2,908

 

 

 

3,358

 

Receivable for unsettled trades

 

 

 

 

 

685

 

Other assets

 

 

30

 

 

 

 

Total assets

 

$

208,483

 

 

$

242,217

 

LIABILITIES

 

 

 

 

 

 

2022 Notes (net of deferred financing costs of zero and $46, respectively)

 

$

 

 

$

22,787

 

2022 Convertible Notes (net of deferred financing costs of zero and $167, respectively)

 

 

 

 

 

51,921

 

2026 Notes (net of deferred financing costs and original issue discount of $1,509 and $1,552, respectively)

 

 

48,491

 

 

 

48,448

 

2032 Convertible Notes (net of deferred financing costs and original issue discount of $1,146 and zero, respectively)

 

 

13,854

 

 

 

 

KeyBank Credit Facility (net of deferred financing costs of $1,391 and $353, respectively)

 

 

44,385

 

 

 

(353

)

Management and incentive fees payable

 

 

927

 

 

 

1,065

 

Interest and financing fees payable

 

 

1,289

 

 

 

911

 

Payable for unsettled trades

 

 

381

 

 

 

9,265

 

Accounts payable and accrued expenses

 

 

980

 

 

 

1,144

 

Total liabilities

 

$

110,307

 

 

$

135,188

 

Commitments and contingencies (Note 2)

 

 

 

 

 

 

NET ASSETS

 

 

 

 

 

 

Common stock, par value $0.01, 100,000,000 common shares authorized, 2,711,068 and 2,711,068 common shares issued and outstanding, respectively

 

$

27

 

 

$

27

 

Additional paid in capital

 

 

188,846

 

 

 

188,846

 

Total distributable loss

 

 

(90,697

)

 

 

(81,844

)

Total net assets

 

$

98,176

 

 

$

107,029

 

Total liabilities and net assets

 

$

208,483

 

 

$

242,217

 

Net asset value per share

 

$

36.21

 

 

$

39.48

 

See accompanying notes to consolidated financial statements


Logan Ridge Finance Corporation

Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

INVESTMENT INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/non-affiliate investments

 

$

3,162

 

 

$

2,079

 

 

$

8,817

 

 

$

8,177

 

Affiliate investments

 

 

176

 

 

 

1,072

 

 

 

521

 

 

 

3,499

 

Control investments

 

 

35

 

 

 

97

 

 

 

228

 

 

 

293

 

Total interest and fee income

 

 

3,373

 

 

 

3,248

 

 

 

9,566

 

 

 

11,969

 

Payment-in-kind interest and dividend income:

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/non-affiliate investments

 

 

250

 

 

 

 

 

 

597

 

 

 

95

 

Affiliate investments

 

 

47

 

 

 

100

 

 

 

140

 

 

 

298

 

Total payment-in-kind interest and dividend income

 

 

297

 

 

 

100

 

 

 

737

 

 

 

393

 

Dividend income:

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/non-affiliate investments

 

 

 

 

 

 

 

 

 

 

 

560

 

Affiliate investments

 

 

 

 

 

24

 

 

 

 

 

 

179

 

Total dividend income

 

 

 

 

 

24

 

 

 

 

 

 

739

 

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/non-affiliate investments

 

 

78

 

 

 

 

 

 

86

 

 

 

174

 

Affiliate investments

 

 

 

 

 

 

 

 

 

 

 

67

 

Total other income

 

 

78

 

 

 

 

 

 

86

 

 

 

241

 

Total investment income

 

 

3,748

 

 

 

3,372

 

 

 

10,389

 

 

 

13,342

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Interest and financing expenses

 

 

1,558

 

 

 

2,296

 

 

 

5,877

 

 

 

8,061

 

Base management fee

 

 

927

 

 

 

1,111

 

 

 

2,928

 

 

 

3,781

 

Directors expense

 

 

135

 

 

 

103

 

 

 

358

 

 

 

309

 

Administrative service fees

 

 

175

 

 

 

200

 

 

 

426

 

 

 

900

 

General and administrative expenses

 

 

771

 

 

 

1,172

 

 

 

2,597

 

 

 

2,550

 

Total expenses

 

 

3,566

 

 

 

4,882

 

 

 

12,186

 

 

 

15,601

 

NET INVESTMENT INCOME (LOSS)

 

 

182

 

 

 

(1,510

)

 

 

(1,797

)

 

 

(2,259

)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

 

 

 

 

 

 

 

 

 

 

 

 

Net realized (loss) gain on investments:

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/non-affiliate investments

 

 

23

 

 

 

7,425

 

 

 

15,489

 

 

 

(1,866

)

Affiliate investments

 

 

 

 

 

 

 

 

 

 

 

2,215

 

Control investments

 

 

(5,215

)

 

 

 

 

 

(5,215

)

 

 

 

Net realized (loss) gain on investments

 

 

(5,192

)

 

 

7,425

 

 

 

10,274

 

 

 

349

 

Net change in unrealized appreciation (depreciation) on investments:

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/non-affiliate investments

 

 

652

 

 

 

(6,169

)

 

 

(16,993

)

 

 

4,269

 

Affiliate investments

 

 

(3,825

)

 

 

(2,842

)

 

 

(2,348

)

 

 

1,190

 

Control investments

 

 

5,222

 

 

 

(390

)

 

 

2,011

 

 

 

(1,420

)

Net change in unrealized appreciation (depreciation) on investments

 

 

2,049

 

 

 

(9,401

)

 

 

(17,330

)

 

 

4,039

 

Total net realized and change in unrealized (loss) gain on investments

 

 

(3,143

)

 

 

(1,976

)

 

 

(7,056

)

 

 

4,388

 

Net realized loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 

(815

)

NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

(2,961

)

 

$

(3,486

)

 

$

(8,853

)

 

$

1,314

 

NET (DECREASE) INCREASE IN NET ASSETS PER SHARE RESULTING
   FROM OPERATIONS – BASIC & DILUTED (SEE NOTE 10)

 

$

(1.09

)

 

$

(1.29

)

 

$

(3.27

)

 

$

0.48

 

WEIGHTED AVERAGE COMMON STOCK OUTSTANDING
   – BASIC & DILUTED (SEE NOTE 10)

 

 

2,711,068

 

 

 

2,711,068

 

 

 

2,711,068

 

 

 

2,711,068

 

DISTRIBUTIONS PAID PER SHARE

 

$

 

 

$

 

 

$

 

 

$

 

 

See accompanying notes to consolidated financial statements.

3


CapitalaLogan Ridge Finance Corp.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

  For the Three Months Ended September 30  For the Nine Months Ended September 30 
  2017  2016  2017  2016 
INVESTMENT INCOME                
Interest and fee income:                
Non-control/non-affiliate investments $6,935  $10,520  $23,978  $31,870 
Affiliate investments  1,187   1,150   3,344   4,754 
Control investments  1,639   3,545   5,209   8,681 
Total interest and fee income  9,761   15,215   32,531   45,305 
Payment-in-kind interest and dividend income:                
Non-control/non-affiliate investments  1,103   1,176   3,810   2,966 
Affiliate investments  611   101   1,254   293 
Control investments  166   241   574   707 
Total payment-in-kind interest and dividend income  1,880   1,518   5,638   3,966 
Dividend income:                
Non-control/non-affiliate investments  -   -   168   206 
Affiliate investments  555   29   612   86 
Control investments  25   545   330   2,135 
Total dividend income  580   574   1,110   2,427 
Other Income  48   42   125   85 
Interest income from cash and cash equivalents  43   8   85   15 
Total investment income  12,312   17,357   39,489   51,798 
                 
EXPENSES                
Interest and financing expenses  4,585   4,938   14,726   14,990 
Loss on extinguishment of debt  -   -   2,732   - 
Base management fee  2,417   2,619   7,436   8,049 
Incentive fees  -   1,782   1,308   5,155 
General and administrative expenses  900   889   2,941   2,984 
Expenses before incentive fee waiver  7,902   10,228   29,143   31,178 
Incentive fee waiver (See Note 5)  -   (312)  (958)  (1,673)
Total expenses, net of fee waivers  7,902   9,916   28,185   29,505 
                 
NET INVESTMENT INCOME  4,410   7,441   11,304   22,293 
                 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND WRITTEN CALL OPTION:                
Net realized gain (loss) from investments:                
Non-control/non-affiliate investments  (10,381)  1,192   (5,336)  1,261 
Affiliate investments  98   (18,222)  4,587   (26,303)
Control investments  -   -   -   145 
Total realized loss from investments  (10,283)  (17,030)  (749)  (24,897)
Net unrealized appreciation (depreciation) on investments:                
Non-control/non-affiliate investments  9,605   (8,217)  (3,245)  (6,915)
Affiliate investments  (1,472)  15,230   (498)  3,060 
Control investments  (4,946)  1,461   (7,728)  8,412 
Total unrealized appreciation (depreciation) from investments  3,187   8,474   (11,471)  4,557 
Net unrealized depreciation on written call option  (407)  (898)  (2,819)  (898)
Change in provision for deferred taxes on unrealized appreciation on investments  (2,660)  -   (2,660)  - 
Net loss on investments and written call option  (10,163)  (9,454)  (17,699)  (21,238)
                 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(5,753) $(2,013) $(6,395) $1,055 
                 
NET INCREASE (DECREASE) IN NET ASSETS PER SHARE RESULTING FROM OPERATIONS – BASIC AND DILUTED $(0.36) $(0.13) $(0.40) $0.07 
                 
WEIGHTED AVERAGE COMMON STOCK OUTSTANDING - BASIC AND DILUTED  15,911,160   15,829,878   15,891,636   15,807,801 
                 
DISTRIBUTIONS PAID PER SHARE $0.39  $0.47  $1.17  $1.41 

See accompanying notes to consolidated financial statements.

4

Capitala Finance Corp.

Corporation

Consolidated Statements of Changes in Net Assets

(in thousands, except share data)

(unaudited)

 

  Common Stock                   
  Number of
Shares
  Par Value  Additional Paid
in Capital
  Undistributed Net
Investment Income
  Accumulated Net
Realized Losses
  Net Unrealized
Appreciation on
Investments, net of
Deferred Taxes
  Net Unrealized
Depreciation on
Written Call Option
  Total 
                         
BALANCE, December 31, 2015  15,777,345 $158 $239,104 $8,570 $(1,299) $22,269  $-  $268,802 
Net investment income  -   -   -   22,293   -   -   -   22,293 
Net realized loss from investments  -   -   -   -   (24,897)  -   -   (24,897)
Net change in unrealized appreciation on investments  -   -   -   -   -   4,557   -   4,557 
Net change in unrealized depreciation on written call option  -   -   -   -   -   (898)  -   (898)
Distributions to Shareholders:                                
Stock issued under dividend reinvestment plan  66,814   -   813   -   -   -   -   813 
Distributions declared  -   -   -   (22,293)  -   -   -   (22,293)
BALANCE, September 30, 2016  15,844,159  $158  $239,917  $8,570  $(26,196) $25,928  $-  $248,377 
                                 
BALANCE, December 31, 2016  15,868,045  $159  $240,184  $22,973  $(37,881) $27,863  $(2,716) $250,582 
Net investment income  -   -   -   11,304   -   -   -   11,304 
Net realized loss from investments  -   -   -   -   (749)  -   -   (749)
Net change in unrealized depreciation on investments  -   -   -   -   -   (11,471)  -   (11,471)
Net change in unrealized depreciation on written call option  -   -   -   -   -   -   (2,819)  (2,819)
Change in provision for deferred taxes on unrealized appreciation on investments  -   -   -   -   -   (2,660)  -   (2,660)
Distributions to Shareholders:                                
Stock issued under dividend reinvestment plan  62,586   -   713   -   -   -   -   713 
Distributions declared  -   -   -   (18,593)  -   -   -   (18,593)
BALANCE, September 30, 2017  15,930,631  $159  $240,897  $15,684  $(38,630) $13,732  $(5,535) $226,307 

 

Common Stock

 

 

Additional

 

 

Total

 

 

 

 

 

Number of

 

 

 

 

 

Paid in

 

 

Distributable

 

 

 

 

For the Three Months Ended September 30, 2022 and 2021

Shares

 

 

Par Value

 

 

Capital (1)

 

 

Loss

 

 

Total

 

BALANCE, June 30, 2022

 

2,711,068

 

 

$

27

 

 

$

188,846

 

 

$

(87,736

)

 

$

101,137

 

Net investment income

 

 

 

 

 

 

 

 

 

 

182

 

 

 

182

 

Net realized loss on investments

 

 

 

 

 

 

 

 

 

 

(5,192

)

 

 

(5,192

)

Net change in unrealized appreciation on investments

 

 

 

 

 

 

 

 

 

 

2,049

 

 

 

2,049

 

BALANCE, September 30, 2022

 

2,711,068

 

 

$

27

 

 

$

188,846

 

 

$

(90,697

)

 

$

98,176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, June 30, 2021

 

2,711,068

 

 

$

27

 

 

$

229,481

 

 

$

(115,761

)

 

$

113,747

 

Net investment loss

 

 

 

 

 

 

 

 

 

 

(1,510

)

 

 

(1,510

)

Net realized gain on investments

 

 

 

 

 

 

 

 

 

 

7,425

 

 

 

7,425

 

Net change in unrealized depreciation on investments

 

 

 

 

 

 

 

 

 

 

(9,401

)

 

 

(9,401

)

BALANCE, September 30, 2021

 

2,711,068

 

 

$

27

 

 

$

229,481

 

 

$

(119,247

)

 

$

110,261

 

 

Common Stock

 

 

Additional

 

 

Total

 

 

 

 

 

Number of

 

 

 

 

 

Paid in

 

 

Distributable

 

 

 

 

For the Nine Months Ended September 30, 2022 and 2021

Shares

 

 

Par Value

 

 

Capital (1)

 

 

Loss

 

 

Total

 

BALANCE, December 31, 2021

 

2,711,068

 

 

$

27

 

 

$

188,846

 

 

$

(81,844

)

 

$

107,029

 

Net investment loss

 

 

 

 

 

 

 

 

 

 

(1,797

)

 

 

(1,797

)

Net realized gain on investments

 

 

 

 

 

 

 

 

 

 

10,274

 

 

 

10,274

 

Net change in unrealized depreciation on investments

 

 

 

 

 

 

 

 

 

 

(17,330

)

 

 

(17,330

)

BALANCE, September 30, 2022

 

2,711,068

 

 

$

27

 

 

$

188,846

 

 

$

(90,697

)

 

$

98,176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, December 31, 2020

 

2,711,068

 

 

$

27

 

 

$

229,481

 

 

$

(120,561

)

 

$

108,947

 

Net investment loss

 

 

 

 

 

 

 

 

 

 

(2,259

)

 

 

(2,259

)

Net realized gain on investments

 

 

 

 

 

 

 

 

 

 

349

 

 

 

349

 

Net change in unrealized appreciation on investments

 

 

 

 

 

 

 

 

 

 

4,039

 

 

 

4,039

 

Net realized loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

(815

)

 

 

(815

)

BALANCE, September 30, 2021

 

2,711,068

 

 

$

27

 

 

$

229,481

 

 

$

(119,247

)

 

$

110,261

 

 

See accompanying notes to consolidated financial statements.

 

5


 

CapitalaLogan Ridge Finance Corp.

Corporation

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

  For the Nine Months Ended September 30 
  2017  2016 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net increase (decrease) in net assets resulting from operations $(6,395) $1,055 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:        
Purchase of investments  (39,690)  (53,949)
Repayments and sales of investments  104,709   128,586 
Net realized loss on investments  749   24,897 
Net unrealized (appreciation) depreciation on investments  11,471   (4,557)
Payment-in-kind interest and dividends  (5,638)  (3,966)
Accretion of original issue discount on investments  (1,068)  (2,335)
Proceeds from written call option  -   20 
Net unrealized depreciation on written call option  2,819   898 
Amortization of deferred financing fees  1,868   1,614 
Loss on extinguishment of debt  2,732   - 
Change in provision for deferred taxes on unrealized appreciation on investments  2,660   - 
Changes in assets and liabilities:        
Interest and dividend receivable  1,489   251 
Due from related parties  108   56 
Prepaid expenses  97  ��322 
Other assets  (10)  (8)
Due to related parties  (35)  (6)
Management and incentive fee payable  (4,198)  3,031 
Interest and financing fees payable  (1,145)  (2,063)
Accounts payable and accrued expenses  (536)  (387)
NET CASH PROVIDED BY OPERATING ACTIVITIES  69,987   93,459 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Paydowns on SBA debentures  -   (13,500)
Proceeds from Credit Facility  -   4,000 
Payments to Credit Facility  (44,000)  (36,000)
Issuance of 2022 Notes  75,000   - 
Issuance of 2022 Convertible Notes  52,088   - 
Repayment of 2021 Notes  (113,438)  - 
Distributions paid to shareholders  (17,880)  (21,480)
Deferred financing fees paid  (5,731)  - 
NET CASH USED IN FINANCING ACTIVITIES  (53,961)  (66,980)
         
NET INCREASE IN CASH AND CASH EQUIVALENTS  16,026   26,479 
CASH AND CASH EQUIVALENTS, beginning of period  36,281   34,105 
CASH AND CASH EQUIVALENTS, end of period $52,307  $60,584 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
Cash paid for interest $13,611  $15,139 
         
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS        
Distributions paid through dividend reinvestment plan share issuances $713  $813 

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net (decrease) increase in net assets resulting from operations

 

$

(8,853

)

 

$

1,314

 

Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash (used in) provided by operating activities:

 

 

 

 

 

 

Purchase of investments

 

 

(83,795

)

 

 

(43,275

)

Repayments and sales of investments

 

 

83,800

 

 

 

127,519

 

Net realized gain on investments

 

 

(10,274

)

 

 

(349

)

Net change in unrealized depreciation (appreciation) on investments

 

 

17,330

 

 

 

(4,039

)

Net realized loss on extinguishment of debt

 

 

 

 

 

815

 

Payment-in-kind interest and dividends

 

 

(737

)

 

 

(393

)

Accretion of original issue discount on investments

 

 

(1,255

)

 

 

(156

)

Amortization of deferred financing fees and original issue discount

 

 

729

 

 

 

1,059

 

Changes in assets and liabilities:

 

 

 

 

 

 

Interest and dividend receivable

 

 

(233

)

 

 

1,278

 

Prepaid expenses

 

 

450

 

 

 

(2,511

)

Receivable for unsettled trades

 

 

685

 

 

 

(3,101

)

Other assets

 

 

(30

)

 

 

(106

)

Management and incentive fees payable

 

 

(138

)

 

 

(2,661

)

Interest and financing fees payable

 

 

378

 

 

 

(920

)

Payable for unsettled trades

 

 

(8,884

)

 

 

 

Accounts payable and accrued expenses

 

 

(164

)

 

 

4,489

 

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

 

 

(10,991

)

 

 

78,963

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Repayment of SBA-guaranteed debentures

 

 

 

 

 

(91,000

)

Prepayment penalty on SBA-guaranteed debentures

 

 

 

 

 

(519

)

Proceeds from issuance of 2032 Convertible Notes

 

 

13,950

 

 

 

 

Repayment of 2022 Notes

 

 

(22,833

)

 

 

 

Repayment of 2022 Convertible Notes

 

 

(52,088

)

 

 

 

Borrowings under KeyBank Credit Facility

 

 

71,776

 

 

 

25,000

 

Repayments under KeyBank Credit Facility

 

 

(26,000

)

 

 

(25,000

)

Deferred financing fees paid

 

 

(1,607

)

 

 

 

NET CASH USED IN FINANCING ACTIVITIES

 

 

(16,802

)

 

 

(91,519

)

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(27,793

)

 

 

(12,556

)

CASH AND CASH EQUIVALENTS, beginning of period

 

 

39,056

 

 

 

49,942

 

CASH AND CASH EQUIVALENTS, end of period

 

$

11,263

 

 

$

37,386

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid for interest

 

$

4,401

 

 

$

7,621

 

 

See accompanying notes to consolidated financial statements.

6


CapitalaLogan Ridge Finance Corp.

Corporation

Consolidated Schedule of Investments

(in thousands, except for units/shares)

September 30, 20172022

(unaudited)

 

Company(1), (2), (3), (4) Industry Type of Investment Principal
Amount
  Cost  Fair Value  % of
Net Assets
 
                 
Non-control/non-affiliated investments - 121.5%              
                     
American Clinical Solutions, LLC Healthcare First Lien Debt (10.5% Cash, 1% PIK, Due 6/11/20) $9,045  $9,045  $7,571   3.3%
           9,045   7,571   3.3%
                     
American Exteriors, LLC Replacement Window Manufacturer First Lien Debt (10% PIK, Due 1/1/19)(5)(6)  7,847   5,429   2,706   1.2%
                     
American Exteriors, LLC Replacement Window Manufacturer Common Stock Warrants (10% fully diluted)      -   -   0.0%
           5,429   2,706   1.2%
                     
AmeriMark Direct, LLC Consumer Products First Lien Debt (12.75% Cash, Due 9/8/21)  19,400   18,980   19,400   8.6%
           18,980   19,400   8.6%
                     
B&W Quality Growers, LLC Farming Membership Unit Warrants (91,739 Units)      -   5,724   2.5%
 ��         -   5,724   2.5%
                     
BigMouth, Inc. Consumer Products First Lien Debt (13.2% Cash, Due 11/14/21)(7)  9,964   9,964   9,964   4.4%
                     
BigMouth, Inc. Consumer Products Series A Preferred Stock (350,000 shares, 8% PIK)(8)      375   771   0.3%
           10,339   10,735   4.7%
                     
Bluestem Brands, Inc. Online Merchandise Retailer First Lien Debt (8.74% Cash (1 month LIBOR + 7.5%, 1% Floor), Due 11/7/20)  4,092   4,015   3,840   1.7%
           4,015   3,840   1.7%
                     
Brunswick Bowling Products, Inc. Bowling Products First Lien Debt (8% Cash (1 month LIBOR + 6%, 2% Floor), Due 5/22/20)  1,600   1,600   1,600   0.7%
                     
Brunswick Bowling Products, Inc. Bowling Products First Lien Debt (16.25% Cash (1 month LIBOR + 14.25%, 2% Floor), Due 5/22/20)  5,586   5,586   5,586   2.5%
                     
Brunswick Bowling Products, Inc. Bowling Products Preferred Shares (2,966 shares, 8% PIK)(8)      3,597   6,144   2.7%
           10,783   13,330   5.9%
                     
Burke America Parts Group, LLC Home Repair Parts Manufacturer Membership Units (14 units)      5   3,213   1.4%
           5   3,213   1.4%
                     
California Pizza Kitchen, Inc. Restaurant Second Lien Debt (11.24% Cash (1 month LIBOR + 10%, 1% Floor), Due 8/23/23)  5,000   4,874   4,874   2.2%
           4,874   4,874   2.2%
                     
Caregiver Services, Inc. In-Home Healthcare Services Common Stock (293,186 shares)      258   44   0.0%
                     
Caregiver Services, Inc. In-Home Healthcare Services Common Stock Warrants (655,908 units)(9)      264   98   0.0%
           522   142   0.0%
                     
Cedar Electronics Holding Corp. Consumer Electronics Subordinated Debt (12% Cash, Due 12/26/20)(6)  21,550   21,550   8,477   3.7%
           21,550   8,477   3.7%
                     
CIS Secure Computing, Inc. Government Services First Lien Debt (9.73% Cash (1 month LIBOR + 8.5%, 1% Floor), 1% PIK, Due 9/14/22)(10)  7,070   7,070   7,070   3.1%
                     
CIS Secure Computing, Inc. Government Services Common Stock (46,163 shares)      1,000   1,000   0.4%

Investment (1), (2), (3), (4), (5)

 

Industry

 

Interest Rate (+)

 

Reference Rate
and Spread (+)

 

Floor (+)

 

Maturity

 

Par/Shares (++)

 

 

Cost

 

 

Fair Value

 

 

Footnotes

Investments in Non-Control, Non-Affiliate Portfolio Companies - 169.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien/Senior Secured Debt - 115.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accordion Partners LLC

 

Industrials

 

9.80%

 

SOFR + 6.25%

 

0.75%

 

08/29/2029

 

$

4,565

 

 

$

4,453

 

 

$

4,452

 

 

(12)(26)

Accordion Partners LLC (Revolver)

 

Industrials

 

 

SOFR + 6.25%

 

0.75%

 

08/31/2028

 

 

 

 

 

(34

)

 

 

(34

)

 

(13)

Accurate Background, LLC

 

Information Technology

 

9.67%

 

L + 6.00%

 

1.00%

 

03/26/2027

 

 

4,470

 

 

 

4,122

 

 

 

4,257

 

 

(26)

AIDC Intermediateco 2, LLC (Peak Technologies)

 

Information Technology

 

8.91%

 

SOFR + 6.25%

 

1.00%

 

07/22/2027

 

 

5,000

 

 

 

4,914

 

 

 

4,913

 

 

(26)

Alternative Biomedical Solutions, LLC

 

Healthcare

 

8.00%

 

 

 

12/18/2022

 

 

6,941

 

 

 

6,941

 

 

 

6,245

 

 

 

American Academy Holdings, LLC

 

Healthcare

 

14.11%

 

L + 4.75%, 6.25% PIK%

 

1.00%

 

03/26/2027

 

 

2,483

 

 

 

2,462

 

 

 

2,434

 

 

(26)

American Clinical Solutions, LLC

 

Healthcare

 

7.00%

 

 

 

12/31/2022

 

 

3,500

 

 

 

3,500

 

 

 

3,387

 

 

 

AP Core Holdings II, LLC

 

Information Technology

 

8.62%

 

L + 5.50%

 

0.75%

 

07/21/2027

 

 

1,188

 

 

 

1,173

 

 

 

1,172

 

 

(26)

AP Core Holdings II, LLC

 

Information Technology

 

8.62%

 

L + 5.50%

 

0.75%

 

07/21/2027

 

 

1,250

 

 

 

1,235

 

 

 

1,237

 

 

(26)

Beta Plus Technologies

 

Financials

 

7.76%

 

SOFR + 5.25%

 

 

06/29/2029

 

 

3,000

 

 

 

2,942

 

 

 

2,940

 

 

(26)

Beta Plus Technologies (Revolver)

 

Financials

 

 

SOFR + 5.25%

 

 

06/29/2029

 

 

 

 

 

 

 

 

 

 

(18)

BigMouth, Inc.

 

Consumer Products

 

 

 

 

11/14/2021

 

 

998

 

 

 

174

 

 

 

200

 

 

(7)(25)

Bradshaw International, Inc.

 

Consumer Discretionary

 

8.88%

 

L + 5.75%

 

1.00%

 

10/21/2027

 

 

502

 

 

 

491

 

 

 

466

 

 

(26)

Bradshaw International, Inc. (Revolver)

 

Consumer Discretionary

 

8.69%

 

L + 5.75%

 

1.00%

 

10/21/2026

 

 

384

 

 

 

365

 

 

 

317

 

 

(14)

CIMSense

 

Financials

 

8.30%

 

SOFR + 5.50%

 

1.00%

 

12/17/2026

 

 

2,927

 

 

 

2,907

 

 

 

2,906

 

 

(26)

Critical Nurse Staffing, LLC

 

Healthcare

 

8.81%

 

L + 6.00%

 

1.00%

 

10/30/2026

 

 

5,457

 

 

 

5,779

 

 

 

5,766

 

 

(15)(26)

Critical Nurse Staffing, LLC (Revolver)

 

Healthcare

 

 

L + 6.00%

 

1.00%

 

10/30/2026

 

 

 

 

 

(14

)

 

 

(14

)

 

(16)

Dodge Data & Analytics LLC

 

Information Technology

 

7.58%

 

SOFR + 4.75%

 

1.00%

 

02/12/2029

 

 

1,496

 

 

 

1,475

 

 

 

1,440

 

 

(26)

Epic Staffing Group

 

Industrials

 

9.03%

 

SOFR + 6.00%

 

 

07/27/2028

 

 

4,118

 

 

 

3,829

 

 

 

3,875

 

 

(17)(26)

Florida Food Products, LLC

 

Consumer Staples

 

8.03%

 

SOFR + 5.00%

 

0.75%

 

10/18/2028

 

 

2,000

 

 

 

1,883

 

 

 

1,932

 

 

(26)

Fortis Payment Solutions

 

Financials

 

8.92%

 

L + 5.25%

 

1.00%

 

02/13/2026

 

 

2,926

 

 

 

2,909

 

 

 

2,909

 

 

(26)

Heads Up Technologies

 

Industrials

 

8.34%

 

SOFR + 5.50%

 

0.75%

 

08/10/2029

 

 

2,933

 

 

 

2,905

 

 

 

2,904

 

 

(26)

HUMC Opco, LLC

 

Healthcare

 

9.00%

 

 

 

12/31/2022

 

 

4,411

 

 

 

4,411

 

 

 

4,411

 

 

(26)

JO ET Holdings Limited

 

Information Technology

 

16.21%

 

SOFR+6.00%, 7.00% PIK

 

1.00%

 

12/15/2026

 

 

1,047

 

 

 

1,030

 

 

 

1,024

 

 

(26)

Jurassic Quest Holdings, LLC

 

Entertainment

 

10.06%

 

L + 7.50%

 

2.00%

 

05/01/2026

 

 

7,980

 

 

 

7,980

 

 

 

7,724

 

 

(26)

Keg Logistics LLC

 

Consumer Discretionary

 

8.96%

 

L + 6.00%

 

1.00%

 

11/23/2027

 

 

7,478

 

 

 

7,382

 

 

 

7,264

 

 

(26)

Keg Logistics LLC (Revolver)

 

Consumer Discretionary

 

8.86%

 

L + 6.00%

 

1.00%

 

11/23/2027

 

 

872

 

 

 

861

 

 

 

847

 

 

 

Lucky Bucks, LLC

 

Consumer Discretionary

 

8.31%

 

SOFR + 5.50%

 

0.75%

 

07/21/2027

 

 

2,887

 

 

 

2,841

 

 

 

2,555

 

 

(26)

Marble Point Credit Management LLC

 

Financials

 

9.53%

 

L + 6.00%

 

1.00%

 

08/11/2028

 

 

5,578

 

 

 

5,450

 

 

 

5,578

 

 

(26)

Marble Point Credit Management LLC (Revolver)

 

Financials

 

 

L + 6.00%

 

1.00%

 

08/11/2028

 

 

 

 

 

(21

)

 

 

 

 

(24)

Material Handling Systems, Inc.

 

Industrials

 

9.05%

 

SOFR + 5.50%

 

1.00%

 

06/08/2029

 

 

2,000

 

 

 

1,797

 

 

 

1,795

 

 

(26)

Patriot Pickle, Inc.

 

Consumer Staples

 

9.38%

 

SOFR + 5.68%

 

 

04/13/2027

 

 

2,926

 

 

 

2,904

 

 

 

2,904

 

 

(26)

Premier Imaging, LLC

 

Healthcare

 

8.87%

 

L + 5.75%

 

1.00%

 

12/29/2028

 

 

2,603

 

 

 

2,570

 

 

 

2,533

 

 

(20)(26)

Sequoia Healthcare Management, LLC

 

Healthcare Management

 

 

 

 

08/21/2023

 

 

11,935

 

 

 

11,935

 

 

 

8,713

 

 

(7)

Shock Doctor, Inc.

 

Consumer Discretionary

 

7.80%

 

SOFR + 5.00%

 

1.00%

 

05/14/2024

 

 

2,926

 

 

 

2,915

 

 

 

2,915

 

 

(26)

STG Logistics

 

Industrials

 

9.13%

 

SOFR + 6.00%

 

0.75%

 

05/31/2028

 

 

2,494

 

 

 

2,415

 

 

 

2,394

 

 

(26)

South Street Securities Holdings, Inc.

 

Financials

 

9.00%

 

 

 

09/20/2027

 

 

450

 

 

 

376

 

 

 

375

 

 

(26)

Symplr Software, Inc.

 

Healthcare

 

7.63%

 

SOFR + 4.50%

 

0.75%

 

12/22/2027

 

 

1,692

 

 

 

1,688

 

 

 

1,597

 

 

(26)

Wealth Enhancement Group, LLC

 

Financials

 

8.54%

 

SOFR + 6.00%

 

1.00%

 

10/02/2027

 

 

6,973

 

 

 

6,946

 

 

 

6,955

 

 

(26)

Wealth Enhancement Group, LLC (Revolver)

 

Financials

 

 

SOFR + 6.00%

 

1.00%

 

10/02/2027

 

 

 

 

 

(2

)

 

 

(1

)

 

(22)

Total First Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

117,889

 

 

 

113,287

 

 

 

Second Lien/Senior Secured Debt - 7.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American Academy Holdings, LLC

 

Healthcare

 

14.50% PIK

 

 

 

03/01/2028

 

 

3,458

 

 

 

3,372

 

 

 

2,857

 

 

(26)

BLST Operating Company, LLC

 

Online Merchandise Retailer

 

11.29%

 

L + 8.50%

 

0.50%

 

08/28/2025

 

 

1,780

 

 

 

1,780

 

 

 

1,749

 

 

(8)(26)

Ivanti Software, Inc.

 

Information Technology

 

10.33%

 

L + 7.25%

 

0.50%

 

12/01/2028

 

 

3,000

 

 

 

2,986

 

 

 

2,255

 

 

 

Total Second Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

8,138

 

 

 

6,861

 

 

 

Subordinated Debt - 26.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastport Holdings, LLC

 

Business Services

 

11.97%

 

SOFR + 8.50%

 

1.00%

 

09/29/2027

 

 

19,250

 

 

 

19,250

 

 

 

19,250

 

 

 

Lucky Bucks, LLC

 

Consumer Discretionary

 

12.50% PIK

 

 

 

05/29/2028

 

 

2,193

 

 

 

2,157

 

 

 

1,826

 

 

 

Tubular Textile Machinery, Inc.

 

Textile Equipment Manufacturer

 

5.00%

 

 

 

10/29/2027

 

 

5,094

 

 

 

5,094

 

 

 

5,020

 

 

 

Total Subordinated Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

26,501

 

 

 

26,096

 

 

 

Collateralized Loan Obligations - 6.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JMP Credit Advisors CLO IV Ltd.

 

Financials

 

6.30%

 

 

 

07/17/2029

 

 

7,891

 

 

 

2,747

 

 

 

2,742

 

 

(19)(28)

JMP Credit Advisors CLO V Ltd.

 

Financials

 

7.06%

 

 

 

07/17/2030

 

 

7,320

 

 

 

4,520

 

 

 

3,922

 

 

(19)(28)

Total Collateralized Loan Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

7,267

 

 

 

6,664

 

 

 

Preferred Stock and Units - 2.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alternative Biomedical Solutions, LLC - Series A

 

Healthcare

 

 

 

 

 

 

15,248

 

 

 

1,276

 

 

 

371

 

 

 

Alternative Biomedical Solutions, LLC - Series B

 

Healthcare

 

 

 

 

 

 

53,023

 

 

 

3,947

 

 

 

 

 

 

Alternative Biomedical Solutions, LLC - Series C

 

Healthcare

 

 

 

 

 

 

78,900

 

 

 

 

 

 

 

 

 

American Academy Holdings, LLC

 

Healthcare

 

 

 

 

 

 

 

 

 

 

102,261

 

 

 

 

 

 

109

 

 

(6)

Jurassic Quest Holdings, LLC

 

Entertainment

 

 

 

 

 

 

467,784

 

 

 

480

 

 

 

260

 

 

(6)

MicroHoldco, LLC

 

General Industrial

 

 

 

 

 

 

740,237

 

 

 

749

 

 

 

641

 

 

(11)

Taylor Precision Products, Inc. - Series C

 

Household Product Manufacturer

 

 

 

 

 

 

379

 

 

 

758

 

 

 

758

 

 

 

U.S. BioTek Laboratories, LLC - Class A

 

Testing Laboratories

 

 

 

 

 

 

500

 

 

 

540

 

 

 

652

 

 

 

Total Preferred Stock and Units

 

 

 

 

 

 

 

 

 

7,750

 

 

 

2,791

 

 

 

Common Stock and Membership Units - 10.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alternative Biomedical Solutions, LLC

 

Healthcare

 

 

 

 

 

 

20,092

 

 

 

800

 

 

 

 

 

 

Alternative Biomedical Solutions, LLC - Membership Unit Warrants

 

Healthcare

 

 

 

 

 

 

49,295

 

 

 

 

 

 

 

 

 

American Academy Holdings, LLC

 

Healthcare

 

 

 

 

 

 

0.05

 

 

 

 

 

 

181

 

 

(6)

American Clinical Solutions, LLC - Class A

 

Healthcare

 

 

 

 

 

 

6,030,384

 

 

 

3,198

 

 

 

3,461

 

 

(6)

Aperture Dodge 18 LLC

 

Financials

 

 

 

 

 

 

 

 

 

 

48,632

 

 

 

49

 

 

 

49

 

 

(21)(26)

BLST Operating Company, LLC - Class A

 

Online Merchandise Retailer

 

 

 

 

 

 

217,013

 

 

 

286

 

 

 

3,779

 

 

(6)

Burke America Parts Group, LLC

 

Home Repair Parts Manufacturer

 

 

 

 

 

 

14

 

 

 

5

 

 

 

2,741

 

 

(6)

Freedom Electronics, LLC

 

Electronic Machine Repair

 

 

 

 

 

 

181,818

 

 

 

182

 

 

 

264

 

 

 

South Street Securities Holdings, Inc. - Warrants

 

Financials

 

 

 

 

 

 

 

 

 

 

567

 

 

 

65

 

 

 

65

 

 

(26)

U.S. BioTek Laboratories, LLC - Class C

 

Testing Laboratories

 

 

 

 

 

 

578

 

 

 

1

 

 

 

165

 

 

 

Total Common Stock and Membership Units

 

 

 

 

 

 

 

 

 

 

 

 

 

4,586

 

 

 

10,705

 

 

 

Total Investments in Non-Control, Non-Affiliate Portfolio Companies

 

 

 

 

 

 

 

 

 

 

 

172,131

 

 

 

166,404

 

 

 

 

See accompanying notes to consolidated financial statements.

7

Logan Ridge Finance Corporation

Consolidated Schedule of Investments - Continued

(in thousands, excepts for units/shares)

September 30, 2022

(unaudited)

 

Investment (1), (2), (3), (4), (5)

 

Industry

 

Interest Rate (+)

 

Reference Rate
and Spread (+)

 

Floor (+)

 

Maturity

 

Par/Shares (++)

 

 

Cost

 

 

Fair Value

 

 

Footnotes

Investments in Affiliated Portfolio Companies - 27.2%^

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien/Senior Secured Debt - 6.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MMI Holdings, LLC

 

Medical Device Distributor

 

12.00%

 

 

 

10/01/2022

 

 

2,600

 

 

 

2,600

 

 

 

2,600

 

 

 

RAM Payment, LLC (First Out)

 

Financial Services

 

7.56%

 

L + 5.00%

 

1.50%

 

01/04/2024

 

 

954

 

 

 

954

 

 

 

952

 

 

(26)

RAM Payment, LLC (Last Out)

 

Financial Services

 

10.90%

 

 

 

01/04/2024

 

 

2,587

 

 

 

2,587

 

 

 

2,587

 

 

(10)(26)

Total First Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

6,141

 

 

 

6,139

 

 

 

Second Lien/Senior Secured Debt - 0.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MMI Holdings, LLC

 

Medical Device Distributor

 

6.00%

 

 

 

10/01/2022

 

 

400

 

 

 

388

 

 

 

400

 

 

 

Sierra Hamilton Holdings Corporation

 

Oil & Gas Engineering and Consulting Services

 

15% PIK

 

 

 

09/11/2023

 

 

3

 

 

 

4

 

 

 

3

 

 

(9)

V12 Holdings, Inc.

 

Data Processing & Digital Marketing

 

 

 

 

 

 

509

 

 

 

490

 

 

 

509

 

 

(11)

Total Second Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

882

 

 

 

912

 

 

 

Joint Ventures - 0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Great Lakes II Funding LLC - Series A

 

Financials

 

 

 

 

 

 

277,244

 

 

 

277

 

 

 

270

 

 

(28)(29)

Total Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

277

 

 

 

270

 

 

 

Preferred Stock and Units - 0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GA Communications, Inc. - Series A-1

 

Advertising & Marketing Services

 

 

 

 

 

 

1,998

 

 

 

3,477

 

 

 

3,823

 

 

 

GreenPark Infrastructure, LLC - Series A

 

Industrials

 

 

 

 

 

 

400

 

 

 

200

 

 

 

200

 

 

(6)

LJS Partners, LLC

 

QSR Franchisor

 

 

 

 

 

 

202,336

 

 

 

437

 

 

 

934

 

 

 

MMI Holdings, LLC

 

Medical Device Distributor

 

8.00% PIK

 

 

 

 

 

1,000

 

 

 

1,875

 

 

 

1,851

 

 

(27)

RAM Payment, LLC

 

Financial Services

 

6.00% PIK

 

 

 

 

 

86,000

 

 

 

1,116

 

 

 

2,869

 

 

(27)

Total Preferred Stock and Units

 

 

 

 

 

 

 

 

 

 

 

 

 

7,105

 

 

 

9,677

 

 

 

Common Stock and Membership Units - 9.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Burgaflex Holdings, LLC - Class A

 

Automobile Part Manufacturer

 

 

 

 

 

 

1,253,198

 

 

 

1,504

 

 

 

1,914

 

 

 

Burgaflex Holdings, LLC - Class B

 

Automobile Part Manufacturer

 

 

 

 

 

 

1,085,073

 

 

 

362

 

 

 

2,905

 

 

 

GA Communications, Inc. - Series B-1

 

Advertising & Marketing Services

 

 

 

 

 

 

200,000

 

 

 

2

 

 

 

 

 

 

GreenPark Infrastructure, LLC - Series M-1

 

Industrials

 

 

 

 

 

 

200

 

 

 

69

 

 

 

69

 

 

(6)(23)

LJS Partners, LLC

 

QSR Franchisor

 

 

 

 

 

 

2,593,234

 

 

 

1,224

 

 

 

2,692

 

 

 

MMI Holdings, LLC

 

Medical Device Distributor

 

 

 

 

 

 

45

 

 

 

 

 

 

 

 

 

Nth Degree Investment Group, LLC

 

Business Services

 

 

 

 

 

 

6,088,000

 

 

 

6,088

 

 

 

1,937

 

 

 

Sierra Hamilton Holdings Corporation

 

Oil & Gas Engineering and Consulting Services

 

 

 

 

 

 

15,068,000

 

 

 

6,958

 

 

 

201

 

 

 

Total Common Stock and Membership Units

 

 

 

 

 

 

 

 

 

 

 

 

 

16,207

 

 

 

9,718

 

 

 

Total Investments in Affiliated Portfolio Companies^

 

 

 

 

 

 

 

 

 

 

 

 

 

30,612

 

 

 

26,716

 

 

 

Total Investments - 196.7%

 

 

 

 

 

 

 

 

 

 

 

 

$

202,743

 

 

$

193,120

 

 

 

Company(1), (2), (3), (4) Industry Type of Investment Principal
Amount
  Cost  Fair Value  % of
Net Assets
 
                 
           8,070   8,070   3.5%
                     
Corporate Visions, Inc. Sales & Marketing Services Subordinated Debt (9% Cash, 2% PIK, Due 11/29/21)  16,515   16,515   15,252   6.7%
                     
Corporate Visions, Inc. Sales & Marketing Services Common Stock (15,750 shares)      1,575   921   0.4%
           18,090   16,173   7.1%
                     
Currency Capital, LLC Financial Services First Lien Debt (12.23% Cash (1 month LIBOR + 11%, 0.50% Floor) Due 1/20/22)(11)  16,000   16,000   16,000   7.1%
                     
Currency Capital, LLC Financial Services Class A Preferred Units (2,000,000 units)(11)      2,000   2,000   0.9%
           18,000   18,000   8.0%
                     
Flavors Holdings, Inc. Food Product Manufacturer First Lien Debt (7.08% Cash (3 month LIBOR + 5.75%, 1% Floor), Due 4/3/20)  6,800   6,674   6,249   2.8%
                     
Flavors Holdings, Inc. Food Product Manufacturer Second Lien Debt (11.33% Cash (3 month LIBOR + 10%, 1% Floor), Due 10/3/21)  12,000   11,723   10,525   4.7%
           18,397   16,774   7.5%
                     
Immersive Media Tactical Solutions, LLC Specialty Defense Contractor Subordinated Debt (Due 12/9/19)(12)  2,000   2,000   -   0.0%
           2,000   -   0.0%
                     
Nth Degree, Inc. Business Services First Lien Debt (8.23% Cash (1 month LIBOR + 7%, 1% Floor), 1% PIK, Due 12/14/20)  9,006   9,006   9,006   4.0%
                     
Nth Degree, Inc. Business Services First Lien Debt (12.73% Cash (1 month LIBOR + 11.5%, 1% Floor), 2% PIK, Due 12/14/20)  7,460   7,460   7,460   3.3%
                     
Nth Degree, Inc. Business Services Preferred Stock (2,400 Units, 10% PIK dividend)(8)      2,866   8,932   4.0%
           19,332   25,398   11.3%
                     
Portrait Innovations, Inc. Professional and Personal Digital Imaging First Lien Debt (9% Cash, Due 12/27/17)(13)  960   960   960   0.4%
                     
Portrait Innovations, Inc. Professional and Personal Digital Imaging First Lien Debt (9.6% Cash, Due 2/26/20)  9,000   9,000   8,455   3.7%
           9,960   9,415   4.1%
                     
Sequoia Healthcare Management, LLC Healthcare Management First Lien Debt (13% Cash, 4% PIK, Due 7/17/19)  9,892   9,829   9,892   4.4%
           9,829   9,892   4.4%
                     
Sur La Table, Inc. Retail First Lien Debt (12% Cash, Due 7/28/20)  15,000   15,000   14,915   6.6%
           15,000   14,915   6.6%
                     
Taylor Precision Products, Inc. Household Product Manufacturer Series C Preferred Stock (379 shares)      758   1,184   0.5%
           758   1,184   0.5%
                     
Velum Global Credit Management, LLC Financial Services First Lien Debt (15% PIK, Due 12/31/17)(5)(11)(14)  11,816   11,816   11,232   5.0%
           11,816   11,232   5.0%
                     
Vintage Stock, Inc. Specialty Retail First Lien Debt (13.74% Cash (1 month LIBOR + 12.5%, 0.5% floor), 3% PIK, Due 11/3/21)  21,288   21,288   21,288   9.4%
           21,288   21,288   9.4%

^ As defined in the Investment Company Act of 1940, as amended (the "1940 Act"), the investment is deemed to be an "affiliated person" of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company's outstanding voting securities.

^^ As defined in the 1940 Act, the investment is deemed to be a "controlled affiliated person" of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

(+) Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor of the reference to either LIBOR ("L"), SOFR or alternate base rate (commonly known as the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 6 month, 3 month, or 1 month L rates. SOFR loans are typically indexed to 6 month, 3 month, or 1 month SOFR rates. As of September 30, 2022, rates for the 6 month, 3 month, and 1 month L are 4.23%, 3.75%, and 3.14%, respectively. As of September 30, 2022, rates for the 6 month, 3 month and 1 month SOFR are 3.99%, 3.59%, and 3.04%, respectively. As of September 30, 2022, P was 6.25%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at September 30, 2022.

(++) Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments.

8
(1)

Company(1), (2), (3), (4) Industry Type of Investment Principal
Amount
  Cost  Fair Value  % of
Net Assets
 
                 
Vology, Inc. Information Technology Subordinated Debt (15% Cash (3 month LIBOR + 14%, 1% Ceiling), 4% PIK Due 1/24/21)  8,289   8,289   8,085   3.6%
           8,289   8,085   3.6%
                     
Western Windows Systems, LLC Building Products First Lien Debt (11.7% Cash, Due 7/31/20)(7)  10,500   10,500   10,500   4.7%
                     
Western Windows Systems, LLC Building Products Membership Units (39,860 units)      3,000   7,452   3.3%
           13,500   17,952   8.0%
                     
Xirgo Technologies, LLC Information Technology Subordinated Debt (11.5% Cash, Due 3/1/22)  15,750   15,750   15,750   7.0%
                     
Xirgo Technologies, LLC Information Technology Membership Units (600,000 units)      600   655   0.3%
           16,350   16,405   7.3%
                     
Sub Total Non-control/non-affiliated investments  $276,221  $274,795   121.5%
                     
Affiliate investments - 43.3%              
                     
AAE Acquisition, LLC Industrial Equipment Rental Second Lien Debt (8% Cash, 4% PIK, Due 8/24/19)(5) $15,688  $15,688  $15,374   6.8%
                     
AAE Acquisition, LLC Industrial Equipment Rental Membership Units (2.19% fully diluted)      17   -   0.0%
                     
AAE Acquisition, LLC Industrial Equipment Rental Warrants (37.78% fully diluted)      -   -   0.0%
           15,705   15,374   6.8%
                     
Burgaflex Holdings, LLC Automobile Part Manufacturer Subordinated Debt (14% Cash, Due 8/9/19)(15)  3,000   3,000   3,000   1.3%
                     
Burgaflex Holdings, LLC Automobile Part Manufacturer Subordinated Debt (12% Cash, Due 8/9/19)(15)  5,828   5,828   5,693   2.5%
                     
Burgaflex Holdings, LLC Automobile Part Manufacturer Common Stock (1,253,198 shares)      1,504   627   0.3%
           10,332   9,320   4.1%
                     
City Gear, LLC Footwear Retail Subordinated Debt (13% Cash, Due 10/20/19)(5)  8,231   8,231   8,231   3.6%
                     
City Gear, LLC Footwear Retail Preferred Membership Units (2.78% fully diluted, 9% Cash Dividend)(8)      1,269   1,269   0.6%
                     
City Gear, LLC Footwear Retail Membership Unit Warrants (11.38% fully diluted)      -   8,056   3.5%
           9,500   17,556   7.7%
                     
GA Communications, Inc. Advertising & Marketing Services Series A-1 Preferred Stock (1,998 shares, 8% PIK Dividend)(8)      2,836   3,163   1.4%
                     
GA Communications, Inc. Advertising & Marketing Services Series B-1 Common Stock (200,000 shares)      2   1,906   0.8%
           2,838   5,069   2.2%
                     
J&J Produce Holdings, Inc. Produce Distribution Subordinated Debt (6% Cash, 7% PIK, Due 6/16/19)(5)  6,255   6,255   6,035   2.7%
                     
J&J Produce Holdings, Inc. Produce Distribution Common Stock (8,182 shares)      818   -   0.0%
                     
J&J Produce Holdings, Inc. Produce Distribution Common Stock Warrants (6,369 shares)      -   -   0.0%
           7,073   6,035   2.7%

9

Company(1), (2), (3), (4) Industry Type of Investment Principal
Amount
  Cost  Fair Value  % of
Net Assets
 
                 
LJS Partners, LLC QSR Franchisor Common Stock (1,500,000 shares)      896   8,404   3.7%
           896   8,404   3.7%
                     
MMI Holdings, LLC Medical Device Distributor First Lien Debt (12% Cash, Due 1/31/18)(5)  2,600   2,600   2,600   1.1%
                     
MMI Holdings, LLC Medical Device Distributor Subordinated Debt (6% Cash, Due 1/31/18)(5)  400   388   400   0.2%
                     
MMI Holdings, LLC Medical Device Distributor Preferred Units (1,000 units, 6% PIK dividend)(8)      1,359   1,497   0.7%
                     
MMI Holdings, LLC Medical Device Distributor Common Membership Units (45 units)      -   187   0.1%
           4,347   4,684   2.1%
                     
MTI Holdings, LLC Retail Display & Security Services Membership Units (2,000,000 units)(16)      -   439   0.2%
           -   439   0.2%
                     
Sierra Hamilton Holdings Corporation Oil & Gas Engineering and Consulting Services Common Stock (15,068,000 shares)      6,958   6,958   3.1%
           6,958   6,958   3.1%
                     
Source Capital Penray, LLC Automotive Chemicals & Lubricants Membership Units (11.3% ownership)(16)      -   101   0.0%
           -   101   0.0%
                     
STX Healthcare Management Services, Inc. Dental Practice Management Common Stock (1,200,000 shares)(16)      -   93   0.0%
           -   93   0.0%
                     
U.S. Well Services, LLC Oil & Gas Services First Lien Debt (7.24% Cash (1 month LIBOR + 6%, 1% floor), Due 2/2/22)(17)  2,022   2,022   2,022   0.9%
                     
U.S. Well Services, LLC Oil & Gas Services First Lien Debt (12.24% PIK (1 month LIBOR + 11%, 1% floor), Due 2/2/22)  9,230   9,230   9,230   4.1%
                     
U.S. Well Services, LLC Oil & Gas Services Class A Units (5,680,688 Units)      6,259   11,014   4.9%
                     
U.S. Well Services, LLC Oil & Gas Services Class B Units (2,076,298 Units)      441   767   0.3%
           17,952   23,033   10.2%
                     
V12 Holdings, Inc. Data Processing & Digital Marketing Subordinated Debt(16)      813   1,035   0.5%
           813   1,035   0.5%
                     
Sub Total Affiliate investments         $76,414  $98,101   43.3%
                     
Control investments- 43.4%                    
                     
CableOrganizer Acquisition, LLC Computer Supply Retail First Lien Debt (12% Cash, 4% PIK, Due 5/24/18) $12,247  $12,247  $12,247   5.4%
                     
CableOrganizer Acquisition, LLC Computer Supply Retail Common Stock (19.7% fully diluted)      1,394   109   0.0%
                     
CableOrganizer Acquisition, LLC Computer Supply Retail Common Stock Warrants (10% fully diluted )      -   55   0.0%
           13,641   12,411   5.4%
                     
Eastport Holdings, LLC Business Services Subordinated Debt (14.32% Cash (3 month LIBOR + 13%, 0.5% Floor), Due 4/29/20)  16,500   14,549   16,500   7.3%

10

Company(1), (2), (3), (4) Industry Type of Investment Principal
Amount
  Cost  Fair Value  % of
Net Assets
 
                 
Eastport Holdings, LLC Business Services Membership Units (33.3% ownership)(18)      4,733   22,366   9.9%
           19,282   38,866   17.2%
                     
Kelle's Transport Service, LLC Transportation First Lien Debt (4% Cash, Due 2/15/20)(19)  1,545   1,545   1,545   0.7%
                     
Kelle's Transport Service, LLC Transportation First Lien Debt (1.46% Cash, Due 2/15/20)(5)  13,674   13,668   9,368   4.2%
                     
Kelle's Transport Service, LLC Transportation Membership Units (27.5% fully diluted)      -   -   0.0%
           15,213   10,913   4.9%
                     
Micro Precision, LLC Conglomerate Subordinated Debt (10% Cash, Due 9/15/18)(5)  1,862   1,862   1,862   0.8%
                     
Micro Precision, LLC Conglomerate Subordinated Debt (14% Cash, 4% PIK, Due 9/15/18)(5)  4,112   4,112   4,112   1.8%
                     
Micro Precision, LLC Conglomerate Series A Preferred Units (47 units)      1,629   1,629   0.7%
           7,603   7,603   3.3%
                     
Navis Holdings, Inc. Textile Equipment Manufacturer First Lien Debt (15% Cash, Due 10/30/20)(5)  6,500   6,500   6,500   2.9%
                     
Navis Holdings, Inc. Textile Equipment Manufacturer Class A Preferred Stock (1,000 shares, 10% Cash Dividend)(8)      1,000   1,000   0.4%
                     
Navis Holdings, Inc. Textile Equipment Manufacturer Common Stock (300,000 shares)      1   5,330   2.4%
           7,501   12,830   5.7%
                     
On-Site Fuel Services, Inc. Fuel Transportation Services Subordinated Debt (14% Cash, 4% PIK, Due 12/19/18)(5) (6)  11,834   11,020   11,588   5.1%
                     
On-Site Fuel Services, Inc. Fuel Transportation Services Series A Preferred Stock (32,782 shares)      3,278   -   0.0%
                     
On-Site Fuel Services, Inc. Fuel Transportation Services Series B Preferred Stock (23,648 shares)      2,365   -   0.0%
                     
On-Site Fuel Services, Inc. Fuel Transportation Services Common Stock (33,107 shares)      33   -   0.0%
           16,696   11,588   5.1%
                     
Print Direction, Inc. Printing Services First Lien Debt (10% Cash, 2% PIK, Due 2/24/19)(6)  19,153   19,153   3,999   1.8%
                     
Print Direction, Inc. Printing Services Common Stock (18,543 shares)      2,990   -   0.0%
                     
Print Direction, Inc. Printing Services Common Stock Warrants (820 shares)      -   -   0.0%
           22,143   3,999   1.8%
                     
Sub Total Control investments  $102,079  $98,210   43.4%
                     
TOTAL INVESTMENTS - 208.2%  $454,714  $471,106   208.2%
                     
Derivatives - (2.5)%                    
                     
Eastport Holdings, LLC Business Services Written Call Option(18)     $(20) $(5,555)  (2.5)%
                     
TOTAL DERIVATIVES- (2.5)%  $(20) $(5,555)  (2.5)%

11

(1) All investments valued using significant unobservable inputs (Level 3), unless otherwise noted.

(2)
The fair value of each of the Company’s investments is determined in good faith using significant unobservable inputs by the Adviser in its role as “valuation designee” in accordance with Rule 2a-5 under the 1940 Act, pursuant to valuation policies and procedures that have been approved by the Company’s board of directors (the "Board").

(2)

(3)
All debt investments are income producing, unless otherwise noted. Equity and warrant investments are non-income producing, unless otherwise noted.

(3)

(4)
Percentages are based on net assets of $226,307 as of September 30, 2017.

(4) All companies2022.

(5)
The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are headquarteredgenerally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
(6)
Investment is held through our Taxable Subsidiary (See Note 1).
(7)
Non-accrual investment.
(8)
1.0% of interest rate payable in the United States, unless otherwise noted

(5)cash. 9.0% of interest rate payable in cash or paid-in-kind at borrower's election. The maturity dateborrower is currently paying all interest in cash.

(9)
15.0% of the original investment has been extended.

(6) Non-accrual investment.

(7) interest rate payable in cash or paid-in-kind at borrower's election.

(10)
The cash rate equals the approximate current yield on our last-out portion of the unitranche facility.
(11)
The investment has been exited or sold. The residual value reflects estimated earnout, escrow, or other proceeds expected post-closing.
(12)
The investment has a $0.9 million unfunded commitment.
(13)
The investment has a $1.5 million unfunded commitment.
(14)
The investment has a $0.5 million unfunded commitment.
(15)
The investment has a $2.1 million unfunded commitment.
(16)
The investment has a $1.0 million unfunded commitment.
(17)
The investment has a $0.9 million unfunded commitment.
(18)
The investment has a $0.5 million unfunded commitment.
(19)
Collateralized loan obligations ("CLO" or "CLO's") are entitled to periodic distributions which are generally equal to the remaining cash flow of the payments

See accompanying notes to consolidated financial statements.


Logan Ridge Finance Corporation

(8) Consolidated Schedule of Investments - Continued

(in thousands, excepts for units/shares)

September 30, 2022

(unaudited)

made by the underlying fund’s investments less contractual payments to debt holders and fund expenses. The estimated annualized effective yield indicated is based upon a current projection of the amount and timing of these distributions. Such projections are updated on a quarterly basis and the estimated effective yield is adjusted prospectively.
(20)
The investment has a $1.4 million unfunded commitment.
(21)
The investment has a $2.0 million unfunded commitment.
(22)
The investment has a $0.4 million unfunded commitment.
(23)
The investment has a $0.7 million unfunded commitment.
(24)
The investment has a $2.5 million unfunded commitment.
(25)
The Company is in liquidation. The fair value represents Management’s estimate of future expected proceeds on the term loan, which Management believes approximates the exit price. The Company received a cash payment of $0.5 million during the fourth quarter of 2021, which reduced the cost basis of the term loan. Additionally, during the second quarter of 2022, the Company received a cash payment of $0.6 million, which further reduced the cost basis of the term loan.
(26)
All or a portion of this security is pledged as collateral under the KeyBank Credit Facility and held through the Company's wholly-owned subsidiary Capitala Business Lending, LLC.
(27)
The equity investment is income producing, based on rate disclosed.

(9) The equity investment has an excercisable put option

(10)

(28)
The investment hasis treated as a $4.0 million unfunded commitment.

(11) Indicates assets that the Company believes do not represent “qualifying assets”non-qualifying asset under Section 55(a) of the Investment Company1940 Act. Under the 1940 Act, of 1940, as amended. Qualifyingwe may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets must represent at least 70% of the Company'sour total assets at the time of acquisition of any additional non-qualifying assets. As of September 30, 2017, 5.5%2022, qualifying assets represent 96.7% of the Company'sCompany’s total assets wereand non-qualifying assets.

(12) Interest rate was amended to zero. The Company is entitled to receive earn-out payments of up to $2.4 million in satisfactionassets represent 3.3% of the debt.

(13) Company’s total assets.

(29)
The investment has a $2.0$0.2 million unfunded commitment.

(14) The company is headquartered in Brazil.

(15) In addition to the stated rate, the investment is paying 3% default interest.

(16) The investment has been exited. The residual value reflects estimated escrow to be settled post-closing.

(17) The investment has a $1.0 million unfunded commitment.

(18) The Company has written a call option that enables CapitalSouth Partners Florida Sidecar Fund II, L.P. to purchase up to 31.25% of the Company's interest at a strike price of $1.5 million. As of September 30, 2017, the fair value of the written call option is approximately $5.6 million. See Note 4 to the consolidated financial statements for further detail on the written call option transaction.

(19) The investment has a $1.5 million unfunded commitment.

See accompanying notes to consolidated financial statements.

12


CapitalaLogan Ridge Finance Corp.

Corporation

Consolidated Schedule of Investments

(in thousands, except for units/shares)

December 31, 20162021

 

Company(4) , (5) Industry Type of Investment Principal
Amount
  Cost  Fair Value  % of
Net Assets
 
                 
Non-control/non-affiliated investments - 157.1%             
                     
AAE Acquisition, LLC Industrial Equipment Rental Second Lien Debt (12% Cash, Due 3/31/18) $11,000  $11,000  $10,755   4.3%
                     
AAE Acquisition, LLC Industrial Equipment Rental Membership Units (14% fully diluted)      17   -   0.0%
           11,017   10,755   4.3%
                     
American Clinical Solutions, LLC Healthcare First Lien Debt (10.5% Cash (3 month LIBOR + 9.5%, 1% Floor), Due 6/11/20)(13)  9,034   9,034   8,582   3.4%
           9,034   8,582   3.4%
                     
American Exteriors, LLC Replacement Window Manufacturer First Lien Debt (10% PIK, Due 1/1/17)(1) (2)  6,456   4,679   2,571   1.0%
                     
American Exteriors, LLC Replacement Window Manufacturer Common Stock Warrants (10% fully diluted)      -   -   0.0%
           4,679   2,571   1.0%
                     
AmeriMark Direct, LLC Consumer Products First Lien Debt (12.75% Cash, Due 9/8/21)  19,700   19,192   19,542   7.8%
           19,192   19,542   7.8%
                     
B&W Quality Growers, LLC Farming Subordinated Debt (14% Cash, Due 7/23/20)  6,000   5,996   6,000   2.4%
                     
B&W Quality Growers, LLC Farming Membership Unit Warrants (91,739 Units)      20   5,779   2.3%
           6,016   11,779   4.7%
                     
BigMouth, Inc. Consumer Products First Lien Debt (12.6% Cash, Due 11/14/21)(3)  10,313   10,313   10,313   4.1%
                     
BigMouth, Inc. Consumer Products Series A Preferred Stock (350,000 shares, 8% PIK)(6)      354   354   0.1%
           10,667   10,667   4.2%
                     
Bluestem Brands, Inc. Online Merchandise Retailer First Lien Debt (8.5% Cash (1 month LIBOR + 7.5%, 1% Floor), Due 11/7/20)  4,279   4,169   4,169   1.7%
           4,169   4,169   1.7%
                     
Brock Holdings III, Inc. Industrial Specialty Services Second Lien Debt (10% Cash (1 month LIBOR + 8.25%, 1.75% Floor), Due 3/16/18)  5,000   4,935   4,750   1.9%
           4,935   4,750   1.9%
                     
Brunswick Bowling Products, Inc. Bowling Products First Lien Debt (8% Cash (1 month LIBOR + 6.0%, 2% Floor), Due 5/22/20)  1,600   1,600   1,600   0.6%
                     
Brunswick Bowling Products, Inc. Bowling Products First Lien Debt (16.25% Cash (1 month LIBOR + 14.25%, 2% Floor), Due 5/22/20)  5,586   5,586   5,586   2.2%
                     
Brunswick Bowling Products, Inc. Bowling Products Preferred Shares (2,966 shares, 8% PIK)(6)      3,384   5,317   2.1%
           10,570   12,503   4.9%
                     
Burke America Parts Group, LLC Home Repair Parts Manufacturer Membership Units (14 units)      5   1,408   0.6%
           5   1,408   0.6%
                     
California Pizza Kitchen, Inc. Restaurant Second Lien Debt (11% Cash (1 month LIBOR + 10%, 1% Floor), Due 8/23/23)  5,000   4,857   4,857   1.9%
           4,857   4,857   1.9%
                     
Caregiver Services, Inc. In-Home Healthcare Services Common Stock (293,186 shares)      258   137   0.1%
                     
Caregiver Services, Inc. In-Home Healthcare Services Common Stock Warrants (655,908 units)(7)      264   309   0.1%
           522   446   0.2%
                     
Cedar Electronics Holding Corp. Consumer Electronics Subordinated Debt (12% Cash, Due 12/26/20)  21,550   21,550   20,818   8.3%
           21,550   20,818   8.3%
                     
Community Choice Financial, Inc. Financial Services First Lien Debt (18% Cash (1 month LIBOR + 17%, 1% Floor), Due 3/30/18)(1)(8)  15,000   15,000   15,000   6.0%
           15,000   15,000   6.0%
                     
Construction Partners, Inc. Construction Services Second Lien Debt (11.5% Cash, Due 6/12/20)  9,500   9,500   9,500   3.8%
           9,500   9,500   3.8%
                     
Corporate Visions, Inc. Sales & Marketing Services Subordinated Debt (9% Cash, 2% PIK, Due 11/29/21)  16,267   16,267   15,648   6.2%
                     
Corporate Visions, Inc. Sales & Marketing Services Common Stock (15,750 shares)      1,575   728   0.3%
           17,842   16,376   6.5%
                     
CSM Bakery Solutions, LLC Bakery Supplies Distributor Second Lien Debt (8.75% Cash (1 month LIBOR + 7.75%, 1% Floor), Due 8/7/22)  12,000   11,813   10,776   4.3%
           11,813   10,776   4.3%
                     
Emerging Markets Communications, LLC Satellite Communications Second Lien Debt (10.625% Cash (1 month LIBOR + 9.625%, 1% Floor), Due 7/1/22)  5,000   4,946   5,000   2.0%
           4,946   5,000   2.0%
                     
Flavors Holdings, Inc. Food Product Manufacturer First Lien Debt (6.75% Cash (1 month LIBOR + 5.75%, 1% Floor), Due 4/3/20)  7,100   6,930   6,411   2.6%

Investment (1), (2), (3), (4), (5)

 

Industry

 

Interest Rate (+)

 

Reference Rate
and Spread (+)

 

Floor (+)

 

Maturity

 

Par/Shares (++)

 

 

Cost

 

 

Fair Value

 

 

Footnotes

Investments in Non-Control, Non-Affiliate Portfolio Companies - 121.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien/Senior Secured Debt - 82.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accordion Partners LLC

 

Industrials

 

6.50%

 

L + 5.50%

 

1.00%

 

09/24/2027

 

$

13,965

 

 

$

13,736

 

 

$

13,719

 

 

(12)

Accordion Partners LLC (Revolver)

 

Industrials

 

 

L + 5.50%

 

1.00%

 

09/30/2026

 

 

 

 

 

(71

)

 

 

(68

)

 

(13)

Accurate Background, LLC

 

Information Technology

 

7.00%

 

L + 6.00%

 

1.00%

 

03/26/2027

 

 

2,999

 

 

 

2,740

 

 

 

2,760

 

 

 

Alternative Biomedical Solutions, LLC

 

Healthcare

 

8.00%

 

 

 

12/18/2022

 

 

7,119

 

 

 

7,119

 

 

 

6,824

 

 

 

American Clinical Solutions, LLC

 

Healthcare

 

7.00%

 

 

 

12/31/2022

 

 

3,500

 

 

 

3,500

 

 

 

3,468

 

 

 

AP Core Holdings II, LLC

 

Information Technology

 

6.25%

 

L + 5.50%

 

0.75%

 

07/21/2027

 

 

1,234

 

 

 

1,217

 

 

 

1,236

 

 

 

AP Core Holdings II, LLC

 

Information Technology

 

6.25%

 

L + 5.50%

 

0.75%

 

07/21/2027

 

 

1,250

 

 

 

1,232

 

 

 

1,254

 

 

 

BigMouth, Inc.

 

Consumer Products

 

 

 

 

11/14/2021

 

 

1,513

 

 

 

758

 

 

 

623

 

 

(7)(25)

Bradshaw International, Inc.

 

Consumer Discretionary

 

6.75%

 

L + 5.75%

 

1.00%

 

10/21/2027

 

 

506

 

 

 

493

 

 

 

493

 

 

 

Bradshaw International, Inc. (Revolver)

 

Consumer Discretionary

 

6.75%

 

L + 5.75%

 

1.00%

 

10/21/2026

 

 

200

 

 

 

177

 

 

 

177

 

 

(14)

Critical Nurse Staffing, LLC

 

Healthcare

 

7.00%

 

L + 6.00%

 

1.00%

 

10/30/2026

 

 

5,923

 

 

 

5,806

 

 

 

5,805

 

 

(15)

Critical Nurse Staffing, LLC (Revolver)

 

Healthcare

 

 

L + 6.00%

 

1.00%

 

10/30/2026

 

 

 

 

 

(17

)

 

 

(17

)

 

(16)

Freedom Electronics, LLC (First Out)

 

Electronic Machine Repair

 

7.00%

 

L + 5.00%

 

2.00%

 

12/20/2023

 

 

2,588

 

 

 

2,588

 

 

 

2,588

 

 

(26)

Freedom Electronics, LLC (Last Out)

 

Electronic Machine Repair

 

8.67%

 

 

 

12/20/2023

 

 

5,647

 

 

 

5,647

 

 

 

5,647

 

 

(10)(26)

HUMC Opco, LLC

 

Healthcare

 

9.00%

 

 

 

01/14/2022

 

 

4,673

 

 

 

4,673

 

 

 

4,619

 

 

(26)

J5 Infrastructure Partners, LLC (Revolver)

 

Wireless Deployment Services

 

 

L + 6.50%

 

1.80%

 

12/20/2024

 

 

 

 

 

 

 

 

 

 

(17)

JO ET Holdings Limited

 

Information Technology

 

14.00%

 

L + 6.00%, 7.00 PIK

 

1.00%

 

12/15/2026

 

 

1,000

 

 

 

980

 

 

 

980

 

 

 

Jurassic Quest Holdings, LLC

 

Entertainment

 

9.50%

 

L + 7.50%

 

2.00%

 

05/01/2024

 

 

8,355

 

 

 

8,355

 

 

 

8,397

 

 

(26)

Keg Logistics LLC

 

Consumer Discretionary

 

7.00%

 

L + 6.00%

 

1.00%

 

11/23/2027

 

 

7,535

 

 

 

7,424

 

 

 

7,422

 

 

 

Keg Logistics LLC (Revolver)

 

Consumer Discretionary

 

7.00%

 

L + 6.00%

 

1.00%

 

11/23/2027

 

 

 

 

 

(13

)

 

 

(13

)

 

(18)

Lucky Bucks, LLC

 

Consumer Discretionary

 

6.25%

 

L + 5.50%

 

0.75%

 

07/21/2027

 

 

3,000

 

 

 

2,944

 

 

 

2,939

 

 

 

Marble Point Credit Management LLC

 

Financials

 

7.00%

 

L + 6.00%

 

1.00%

 

08/11/2028

 

 

5,801

 

 

 

5,651

 

 

 

5,656

 

 

 

Marble Point Credit Management LLC (Revolver)

 

Financials

 

7.00%

 

L + 6.00%

 

1.00%

 

08/11/2028

 

 

 

 

 

(24

)

 

 

(62

)

 

(19)

Premier Imaging, LLC

 

Healthcare

 

7.00%

 

L + 6.00%

 

1.00%

 

12/29/2028

 

 

2,063

 

 

 

2,023

 

 

 

2,023

 

 

(20)

Rotolo Consultants, Inc.

 

Industrials

 

9.00%

 

L + 8.00%

 

1.00%

 

12/21/2026

 

 

1,000

 

 

 

990

 

 

 

990

 

 

 

Sequoia Healthcare Management, LLC

 

Healthcare Management

 

12.80%

 

 

 

01/14/2022

 

 

11,935

 

 

 

11,935

 

 

 

7,002

 

 

(7)

Wealth Enhancement Group, LLC

 

Financials

 

6.75%

 

L + 5.75%

 

1.00%

 

10/02/2027

 

 

3,725

 

 

 

3,699

 

 

 

3,686

 

 

(21)

Wealth Enhancement Group, LLC (Revolver)

 

Financials

 

6.75%

 

L + 5.75%

 

1.00%

 

10/02/2027

 

 

168

 

 

 

166

 

 

 

164

 

 

(22)

Total First Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

93,728

 

 

 

88,312

 

 

 

Second Lien/Senior Secured Debt - 11.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BLST Operating Company, LLC

 

Online Merchandise Retailer

 

10.00%

 

L + 8.50%

 

1.50%

 

08/28/2025

 

 

1,780

 

 

 

1,780

 

 

 

1,780

 

 

(8)(26)

Ivanti Software, Inc.

 

Information Technology

 

7.75%

 

L + 7.25%

 

0.50%

 

12/01/2028

 

 

7,000

 

 

 

6,965

 

 

 

7,018

 

 

(26)

Mandolin Technology Intermediate Holdings, Inc.

 

Information Technology

 

7.00%

 

L + 6.50%

 

0.50%

 

07/23/2029

 

 

4,000

 

 

 

3,971

 

 

 

3,980

 

 

 

Total Second Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

12,716

 

 

 

12,778

 

 

 

Subordinated Debt - 4.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tubular Textile Machinery, Inc.

 

Textile Equipment Manufacturer

 

5.00%

 

 

 

10/29/2027

 

 

5,050

 

 

 

5,050

 

 

 

5,050

 

 

 

Total Subordinated Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

5,050

 

 

 

5,050

 

 

 

Preferred Stock and Units - 2.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alternative Biomedical Solutions, LLC - Series A

 

Healthcare

 

 

 

 

 

 

13,811

 

 

 

1,275

 

 

 

542

 

 

 

Alternative Biomedical Solutions, LLC - Series B

 

Healthcare

 

 

 

 

 

 

48,025

 

 

 

3,943

 

 

 

 

 

 

Alternative Biomedical Solutions, LLC - Series C

 

Healthcare

 

 

 

 

 

 

78,900

 

 

 

 

 

 

 

 

 

Jurassic Quest Holdings, LLC

 

Entertainment

 

 

 

 

 

 

467,784

 

 

 

480

 

 

 

497

 

 

(6)

MicroHoldco, LLC

 

General Industrial

 

 

 

 

 

 

740,237

 

 

 

749

 

 

 

645

 

 

(11)

Taylor Precision Products, Inc. - Series C

 

Household Product Manufacturer

 

 

 

 

 

 

379

 

 

 

758

 

 

 

287

 

 

 

U.S. BioTek Laboratories, LLC - Class A

 

Testing Laboratories

 

 

 

 

 

 

500

 

 

 

540

 

 

 

609

 

 

 

U.S. BioTek Laboratories, LLC - Class D

 

Testing Laboratories

 

 

 

 

 

 

78

 

 

 

78

 

 

 

101

 

 

 

Total Preferred Stock and Units

 

 

 

 

 

 

 

 

 

7,823

 

 

 

2,681

 

 

 

Common Stock and Membership Units - 19.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alternative Biomedical Solutions, LLC

 

Healthcare

 

 

 

 

 

 

20,092

 

 

 

800

 

 

 

 

 

 

Alternative Biomedical Solutions, LLC - Membership Unit Warrants

 

Healthcare

 

 

 

 

 

 

49,295

 

 

 

 

 

 

 

 

 

American Clinical Solutions, LLC - Class A

 

Healthcare

 

 

 

 

 

 

6,030,384

 

 

 

3,198

 

 

 

5,587

 

 

(6)

BLST Operating Company, LLC - Class A

 

Online Merchandise Retailer

 

 

 

 

 

 

217,013

 

 

 

286

 

 

 

4,171

 

 

(6)

Burke America Parts Group, LLC

 

Home Repair Parts Manufacturer

 

 

 

 

 

 

14

 

 

 

5

 

 

 

3,062

 

 

(6)

Freedom Electronics, LLC

 

Electronic Machine Repair

 

 

 

 

 

 

181,818

 

 

 

182

 

 

 

230

 

 

 

JMP CLO IV Ltd.

 

Financials

 

17.72%

 

 

 

07/17/2029

 

 

7,891

 

 

 

3,592

 

 

 

3,474

 

 

(24)(27)

JMP CLO V Ltd.

 

Financials

 

20.89%

 

 

 

07/17/2030

 

 

7,320

 

 

 

4,448

 

 

 

4,243

 

 

(24)(27)

U.S. BioTek Laboratories, LLC - Class C

 

Testing Laboratories

 

 

 

 

 

 

578

 

 

 

1

 

 

 

403

 

 

 

Total Common Stock and Membership Units

 

 

 

 

 

 

 

 

 

 

 

 

 

12,512

 

 

 

21,170

 

 

 

Total Investments in Non-Control, Non-Affiliate Portfolio Companies

 

 

 

 

 

 

 

 

 

 

 

131,829

 

 

 

129,991

 

 

 

 

See accompanying notes to consolidated financial statements.

13

Logan Ridge Finance Corporation

Consolidated Schedule of Investments - Continued

(in thousands, excepts for units/shares)

December 31, 2021

 

Investment (1), (2), (3), (4), (5)

 

Industry

 

Interest Rate (+)

 

Reference Rate
and Spread (+)

 

Floor (+)

 

Maturity

 

Par/Shares (++)

 

 

Cost

 

 

Fair Value

 

 

Footnotes

Investments in Affiliated Portfolio Companies - 57.3%^

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien/Senior Secured Debt - 5.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MMI Holdings, LLC

 

Medical Device Distributor

 

12.00%

 

 

 

01/31/2022

 

 

2,600

 

 

 

2,600

 

 

 

2,600

 

 

 

RAM Payment, LLC (First Out)

 

Financial Services

 

6.50%

 

L + 5.00%

 

1.50%

 

01/04/2024

 

 

998

 

 

 

998

 

 

 

998

 

 

(26)

RAM Payment, LLC (Last Out)

 

Financial Services

 

9.86%

 

 

 

01/04/2024

 

 

2,706

 

 

 

2,706

 

 

 

2,706

 

 

(10)(26)

Total First Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

6,304

 

 

 

6,304

 

 

 

Second Lien/Senior Secured Debt - 16.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastport Holdings, LLC

 

Business Services

 

13.50%

 

L + 13.00%

 

0.50%

 

04/30/2022

 

 

16,500

 

 

 

16,451

 

 

 

16,500

 

 

(26)

MMI Holdings, LLC

 

Medical Device Distributor

 

6.00%

 

 

 

01/31/2022

 

 

400

 

 

 

388

 

 

 

400

 

 

 

Sierra Hamilton Holdings Corporation

 

Oil & Gas Engineering and Consulting Services

 

15.00%

 

 

 

09/12/2023

 

 

3

 

 

 

3

 

 

 

3

 

 

(9)

V12 Holdings, Inc.

 

Data Processing & Digital Marketing

 

 

 

 

 

 

509

 

 

 

490

 

 

 

509

 

 

(11)

Total Second Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

17,332

 

 

 

17,412

 

 

 

Preferred Stock and Units - 10.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GA Communications, Inc. - Series A-1

 

Advertising & Marketing Services

 

 

 

 

 

 

1,998

 

 

 

3,477

 

 

 

4,394

 

 

 

LJS Partners, LLC

 

QSR Franchisor

 

 

 

 

 

 

202,336

 

 

 

437

 

 

 

843

 

 

 

MMI Holdings, LLC

 

Medical Device Distributor

 

6.00% PIK

 

 

 

 

 

1,000

 

 

 

1,786

 

 

 

1,898

 

 

(23)

RAM Payment, LLC

 

Financial Services

 

8.00% PIK

 

 

 

 

 

86,000

 

 

 

1,066

 

 

 

3,726

 

 

(23)

Total Preferred Stock and Units

 

 

 

 

 

 

 

 

 

 

 

 

 

6,766

 

 

 

10,861

 

 

 

Common Stock and Membership Units - 25.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Burgaflex Holdings, LLC - Class A

 

Automobile Part Manufacturer

 

 

 

 

 

 

1,253,198

 

 

 

1,504

 

 

 

1,193

 

 

 

Burgaflex Holdings, LLC - Class B

 

Automobile Part Manufacturer

 

 

 

 

 

 

1,085,073

 

 

 

362

 

 

 

1,528

 

 

 

Eastport Holdings, LLC

 

Business Services

 

 

 

 

 

 

 

 

 

3,263

 

 

 

16,319

 

 

 

GA Communications, Inc. - Series B-1

 

Advertising & Marketing Services

 

 

 

 

 

 

200,000

 

 

 

2

 

 

 

185

 

 

 

LJS Partners, LLC

 

QSR Franchisor

 

 

 

 

 

 

2,593,234

 

 

 

1,224

 

 

 

7,164

 

 

 

MMI Holdings, LLC

 

Medical Device Distributor

 

 

 

 

 

 

45

 

 

 

 

 

 

63

 

 

 

Nth Degree Investment Group, LLC

 

Business Services

 

 

 

 

 

 

6,088,000

 

 

 

6,088

 

 

 

 

 

 

Sierra Hamilton Holdings Corporation

 

Oil & Gas Engineering and Consulting Services

 

 

 

 

 

 

15,068,000

 

 

 

6,958

 

 

 

330

 

 

 

Total Common Stock and Membership Units

 

 

 

 

 

 

 

 

 

 

 

 

 

19,401

 

 

 

26,782

 

 

 

Total Investments in Affiliated Portfolio Companies^

 

 

 

 

 

 

 

 

 

 

 

 

 

49,803

 

 

 

61,359

 

 

 

Investments in Controlled Portfolio Companies - 6.4%^^

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien/Senior Secured Debt - 3.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vology, Inc.

 

Information Technology

 

10.50%

 

L + 8.50%

 

2.00%

 

03/31/2022

 

 

3,635

 

 

 

3,635

 

 

 

3,635

 

 

 

Total First Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

3,635

 

 

 

3,635

 

 

 

Preferred Stock and Units - 3.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vology, Inc. - Class A

 

Information Technology

 

 

 

 

 

 

9,041,810

 

 

 

5,215

 

 

 

3,204

 

 

 

Total Preferred Stock and Units

 

 

 

 

 

 

 

 

 

 

 

 

 

5,215

 

 

 

3,204

 

 

 

Total Investments in Controlled Portfolio Companies^^

 

 

 

 

 

 

 

 

 

 

 

 

 

8,850

 

 

 

6,839

 

 

 

Total Investments - 185.2%

 

 

 

 

 

 

 

 

 

 

 

 

$

190,482

 

 

$

198,189

 

 

 

Company(4) , (5) Industry Type of Investment Principal
Amount
  Cost  Fair Value  % of
Net Assets
 
                 
Flavors Holdings, Inc. Food Product Manufacturer Second Lien Debt (11% Cash (1 month LIBOR + 10%, 1% Floor), Due 10/3/21)  12,000   11,671   10,188   4.1%
           18,601   16,599   6.7%
                     
Group Cirque du Soleil, Inc. Entertainment Second Lien Debt (9.25% Cash (3 month LIBOR + 8.25%, 1% Floor), Due 7/8/23)(8)  1,000   988   987   0.4%
           988   987   0.4%
                     
Immersive Media Tactical Solutions, LLC Specialty Defense Contractor Subordinated Debt (Due 12/9/19)(9)  2,000   2,000   1,532   0.6%
           2,000   1,532   0.6%
                     
Kelle's Transport Service, LLC Transportation First Lien Debt (14% Cash, Due 3/31/19)  13,674   13,668   13,252   5.3%
                     
Kelle's Transport Service, LLC Transportation Preferred Units (1,000 units, 10% PIK Dividend)(6)      3,433   3,433   1.4%
                     
Kelle's Transport Service, LLC Transportation Common Stock Warrants (15% fully diluted)      22   171   0.1%
           17,123   16,856   6.8%
                     
Medical Depot, Inc. Medical Device Distributor Subordinated Debt (14% Cash, Due 9/27/20)(1)  14,667   14,667   14,667   5.9%
                     
Medical Depot, Inc. Medical Device Distributor Series C Convertible Preferred Stock (740 shares)      1,333   6,440   2.6%
           16,000   21,107   8.5%
                     
Nielsen & Bainbridge, LLC Home Décor Manufacturer Second Lien Debt (10.5% Cash (6 month LIBOR + 9.25%, 1% Floor), Due 8/15/21)  15,000   14,849   14,670   5.9%
           14,849   14,670   5.9%
                     
Nth Degree, Inc. Business Services First Lien Debt (8.0% Cash (1 month LIBOR + 7%, 1% Floor), 1% PIK, Due 12/14/20)  9,904   9,904   9,904   4.0%
                     
Nth Degree, Inc. Business Services First Lien Debt (12.5% Cash (1 month LIBOR + 11.5%, 1% Floor), 2% PIK, Due 12/14/20)  7,351   7,351   7,351   2.9%
                     
Nth Degree, Inc. Business Services Preferred Stock (10% PIK dividend)(6)      2,662   4,581   1.8%
           19,917   21,836   8.7%
                     
Portrait Innovations, Inc. Professional and Personal Digital Imaging Subordinated Debt (12% Cash, Due 2/26/20)  9,000   9,000   9,000   3.6%
           9,000   9,000   3.6%
                     
Sequoia Healthcare Management, LLC Healthcare Management First Lien Debt (12% Cash, 4% PIK, Due 7/17/19)  10,851   10,750   10,851   4.3%
           10,750   10,851   4.3%
                     
Sierra Hamilton, LLC Oil & Gas Engineering and Consulting Services First Lien Debt (12.25% Cash, Due 12/15/18)(2)  15,000   15,000   4,500   1.8%
           15,000   4,500   1.8%
                     
Sur La Table, Inc. Retail First Lien Debt (12% Cash, Due 7/28/20)  15,000   15,000   15,000   6.0%
           15,000   15,000   6.0%
                     
Taylor Precision Products, Inc. Household Product Manufacturer Series C Preferred Stock (379 shares)      758   1,001   0.4%
           758   1,001   0.4%
                     
U.S. Well Services, LLC Oil & Gas Services First Lien Debt (14.1% PIK (1 month LIBOR + 13.5%, 0.5% floor), Due 5/2/19)  15,083   15,054   15,083   6.0%
           15,054   15,083   6.0%
                     
Velum Global Credit Management, LLC Financial Services First Lien Debt (15% PIK, Due 12/31/17)(1) (8)  10,553   10,553   10,553   4.2%
           10,553   10,553   4.2%
                     
Vintage Stock, Inc. Specialty Retail First Lien Debt (13.1% Cash (1 month LIBOR + 12.5%, 0.5% floor), 3% PIK, Due 11/3/21)  22,067   22,067   22,067   8.8%
           22,067   22,067   8.8%
                     
Vology, Inc. Information Technology Subordinated Debt (15% Cash (3 month LIBOR + 14%, 1% Floor, 2% PIK), Due 1/24/21)  8,082   8,082   8,082   3.2%
           8,082   8,082   3.2%
                     
Western Windows Systems, LLC Building Products First Lien Debt (11.7% Cash, Due 7/31/20)(3)  10,500   10,500   10,500   4.2%
                     
Western Windows Systems, LLC Building Products Membership Units (39,860 units)      3,000   7,652   3.0%
           13,500   18,152   7.2%
                     
Xirgo Technologies, LLC Information Technology Subordinated Debt (11.5% Cash, Due 3/1/22)  15,750   15,750   15,750   6.3%
                     
Xirgo Technologies, LLC Information Technology Membership Units (400,000 units)      400   400   0.2%
           16,150   16,150   6.5%
                     
Sub Total Non-control/non-affiliated investments  $391,706  $393,525   157.1%
                     
Affiliate investments - 24.5%             
                     
Burgaflex Holdings, LLC Automobile Part Manufacturer Subordinated Debt (14% Cash, Due 8/9/19)(10) $3,000  $3,000  $3,000   1.2%
                     
Burgaflex Holdings, LLC Automobile Part Manufacturer Subordinated Debt (12% Cash, Due 8/9/19)(10)  5,828   5,828   5,828   2.3%

14

Company(4) , (5) Industry Type of Investment Principal
Amount
  Cost  Fair Value  % of
Net Assets
 
                 
Burgaflex Holdings, LLC Automobile Part Manufacturer Common Stock (1,253,198 shares)      1,504   1,248   0.5%
           10,332   10,076   4.0%
                     
City Gear, LLC Footwear Retail Subordinated Debt (13% Cash, Due 9/28/17)(1)  8,231   8,231   8,231   3.3%
                     
City Gear, LLC Footwear Retail Preferred Membership Units (2.78% fully diluted, 9% Cash Dividend)(6)      1,269   1,269   0.5%
                     
City Gear, LLC Footwear Retail Membership Unit Warrants (11.38% fully diluted)      -   9,736   3.9%
           9,500   19,236   7.7%
                     
GA Communications, Inc. Advertising & Marketing Services Series A-1 Preferred Stock (1,998 shares, 8% PIK dividend)(6)      2,648   2,864   1.1%
                     
GA Communications, Inc. Advertising & Marketing Services Series B-1 Common Stock (200,000 shares)      2   1,046   0.4%
           2,650   3,910   1.5%
                     
J&J Produce Holdings, Inc. Produce Distribution Subordinated Debt (13% Cash, Due 7/16/18)  6,182   6,182   6,182   2.5%
                     
J&J Produce Holdings, Inc. Produce Distribution Common Stock (8,182 shares)      818   -   0.0%
                     
J&J Produce Holdings, Inc. Produce Distribution Common Stock Warrants (6,369 shares)      -   -   0.0%
           7,000   6,182   2.5%
                     
LJS Partners, LLC QSR Franchisor Common Stock (1,500,000 shares)      1,525   8,497   3.4%
           1,525   8,497   3.4%
                     
MJC Holdings, LLC Specialty Clothing Series A Preferred Units (2,000,000 units)      1,000   5,011   2.0%
           1,000   5,011   2.0%
                     
MMI Holdings, LLC Medical Device Distributor First Lien Debt (12% Cash, Due 1/31/18)(1)  2,600   2,600   2,600   1.0%
                     
MMI Holdings, LLC Medical Device Distributor Subordinated Debt (6% Cash, Due 1/31/18)(1)  400   388   400   0.2%
                     
MMI Holdings, LLC Medical Device Distributor Preferred Units (1,000 units, 6% PIK dividend)(6)      1,296   1,433   0.6%
                     
MMI Holdings, LLC Medical Device Distributor Common Membership Units (45 units)      -   228   0.1%
           4,284   4,661   1.9%
                     
MTI Holdings, LLC Retail Display & Security Services Membership Units (2,000,000 units)(12)      -   537   0.2%
           -   537   0.2%
                     
                     
Source Capital Penray, LLC Automotive Chemicals & Lubricants Subordinated Debt (13% Cash, Due 4/8/19)(1)  1,425   1,425   1,425   0.6%
                     
Source Capital Penray, LLC Automotive Chemicals & Lubricants Membership Units (11.3% ownership)      750   805   0.3%
           2,175   2,230   0.9%
                     
STX Healthcare Management Services, Inc. Dental Practice Management Common Stock (1,200,000 shares)(12)      -   109   0.0%
           -   109   0.0%
                     
V12 Holdings, Inc. Data Processing & Digital Marketing Subordinated Debt(12)      813   1,015   0.4%
           813   1,015   0.4%
                     
Sub Total Affiliate investments  $39,279  $61,464   24.5%
                     
Control investments- 34.6%             
                     
CableOrganizer Acquisition, LLC Computer Supply Retail First Lien Debt (12% Cash, 4% PIK, Due 5/24/18) $11,882  $11,882  $11,882   4.8%
                     
CableOrganizer Acquisition, LLC Computer Supply Retail Common Stock (19.7% fully diluted ownership)      1,394   200   0.1%
                     
CableOrganizer Acquisition, LLC Computer Supply Retail Common Stock Warrants (10% fully diluted ownership)      -   101   0.0%
           13,276   12,183   4.9%
                     
Eastport Holdings, LLC Business Services Subordinated Debt (13.9% Cash (3 month LIBOR + 13%, 0.5% Floor), Due 4/29/20)  16,500   13,982   16,500   6.6%
                     
Eastport Holdings, LLC Business Services Membership Units (30.1% fully diluted)(11)      4,733   13,395   5.3%
           18,715   29,895   11.9%
                     
Micro Precision, LLC Conglomerate Subordinated Debt (10% Cash, Due 9/15/18)(1)  1,862   1,862   1,862   0.8%
                     
Micro Precision, LLC Conglomerate Subordinated Debt (14% Cash, 4% PIK, Due 9/15/18)(1)  3,989   3,989   3,989   1.6%
                     
Micro Precision, LLC Conglomerate Series A Preferred Units (47 units)      1,629   2,523   1.0%
           7,480   8,374   3.4%
                     
Navis Holdings, Inc. Textile Equipment Manufacturer First Lien Debt (15% Cash, Due 10/30/20)(1)  6,500   6,500   6,500   2.6%
                     
Navis Holdings, Inc. Textile Equipment Manufacturer Class A Preferred Stock (1,000 shares, 10% Cash Dividend)      1,000   1,000   0.4%
                     
Navis Holdings, Inc. Textile Equipment Manufacturer Common Stock (300,000 shares)      1   5,634   2.2%
           7,501   13,134   5.2%
                     
On-Site Fuel Services, Inc. Fuel Transportation Services Subordinated Debt (14% Cash, 4% PIK, Due 12/19/17)(1) (2)  10,303   9,837   10,303   4.1%

15

Company(4) , (5) Industry Type of Investment Principal
Amount
  Cost  Fair Value  % of
Net Assets
 
                 
On-Site Fuel Services, Inc. Fuel Transportation Services Series A Preferred Stock (32,782 shares)      3,278   -   0.0%
                     
On-Site Fuel Services, Inc. Fuel Transportation Services Series B Preferred Stock (23,648 shares)      2,365   -   0.0%
                     
On-Site Fuel Services, Inc. Fuel Transportation Services Common Stock (33,107 shares)      33   -   0.0%
           15,513   10,303   4.1%
                     
                     
Print Direction, Inc. Printing Services First Lien Debt (10% Cash, 2% PIK, Due 2/24/19)  17,316   17,316   12,761   5.1%
                     
Print Direction, Inc. Printing Services Common Stock (18,543 shares)      2,990   -   0.0%
                     
Print Direction, Inc. Printing Services Common Stock Warrants (820 shares)      -   -   0.0%
           20,306   12,761   5.1%
                     
Sub Total Control investments  $82,791  $86,650   34.6%
                     
TOTAL INVESTMENTS - 216.2%  $513,776  $541,639   216.2%
                     
Derivatives - (1.1)%             
                     
Eastport Holdings, LLC Business Services Written Call Option(11)     $(20) $(2,736)  (1.1)%
          $(20) $(2,736)  (1.1)%
TOTAL DERIVATIVES- (1.1)%  $(20) $(2,736)  (1.1)%

(1) The maturity date^ As defined in the 1940 Act, the investment is deemed to be an "affiliated person" of the original investment has been extended.

(2) Non-accrual investment.

(3) The cash rate equalsCompany because the approximate current yield on our last-out portionCompany owns, either directly or indirectly, 5% or more of the unitranche facility.portfolio company's outstanding voting securities.

(4) ^^ As defined in the 1940 Act, the investment is deemed to be a "controlled affiliated person" of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

(+) Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor of the reference to either LIBOR ("L") or alternate base rate (commonly known as the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, or 1 month L rates. As of December 31, 2021, rates for the 12 month, 6 month, 3 month, 2 month and 1 month L are 0.58%, 0.34%, 0.21%, 0.15% and 0.10%, respectively. As of December 31, 2021, P was 3.25%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2021.

(++) Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments.

(1)
All investments valued using unobservable inputs (Level 3), unless otherwise noted.
(2)
All investments valued by the Company's board of directors.
(3)
All debt investments are income producing, unless otherwise noted. Equity and warrant investments are non-income producing, unless otherwise noted.

(5)

(4)
Percentages are based on net assets of $250,582 as of December 31, 2016.2021.
(5)
The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
(6)
Investment is held through our Taxable Subsidiary (See Note 1).
(7)
Non-accrual investment.
(8)
1.0% interest rate payable in cash. 9.0% interest rate payable in cash or paid-in-kind at borrower's election.
(9)
15.0% interest rate payable in cash or paid-in-kind at borrower's election.
(10)
The cash rate equals the approximate current yield on our last-out portion of the unitranche facility.
(11)
The investment has been exited or sold. The residual value reflects estimated earnout, escrow, or other proceeds expected post-closing.
(12)
The investment has a $4.0 million unfunded commitment.
(13)
The investment has a $5.0 million unfunded commitment.
(14)
The investment has a $0.7 million unfunded commitment.
(15)
The investment has a $2.1 million unfunded commitment.
(16)
The investment has a $1.0 million unfunded commitment.
(17)
The investment has a $3.5 million unfunded commitment.
(18)
The investment has a $0.9 million unfunded commitment.
(19)
The investment has a $2.5 million unfunded commitment.
(20)
The investment has a $1.9 million unfunded commitment.

See accompanying notes to consolidated financial statements.


Logan Ridge Finance Corporation

(6) Consolidated Schedule of Investments - Continued

(in thousands, excepts for units/shares)

December 31, 2021

(21)
The investment has a $3.3 million unfunded commitment.
(22)
The investment has a $0.2 million unfunded commitment.
(23)
The equity investment is income producing, based on rate disclosed.

(7)

(24)
The equity investment has an exercisable put option.

(8) Indicates assets that the Company believes do not represent “qualifying assets”is treated as a non-qualifying asset under Section 55(a) of the Investment Company1940 Act. Under the 1940 Act, of 1940, as amended. Qualifyingwe may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets must represent at least 70% of the Company'sour total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2016, 4.5%2021, qualifying assets represent 96.2% of the Company'sCompany’s total assets wereand non-qualifying assets represent 3.2% of the Company’s total assets.

(9) Interest rate was amended to zero.

(25)
The Company is in liquidation. The fair value represents Management’s estimate of future expected proceeds on the term loan, which Management believes approximates the exit price. The Company received a cash payment of $0.5 million during the fourth quarter of 2021, which reduced the cost basis of the term loan.
(26)
All or a portion of this security is pledged as collateral under the KeyBank Credit Facility and held through the Company's wholly-owned subsidiary Capitala Business Lending, LLC.
(27)
CLO Subordinated Investments are entitled to receive earn-out payments of upperiodic distributions which are generally equal to $2.4 million in satisfactionthe remaining cash flow of the debt.

(10) In additionpayments made by the underlying fund’s investments less contractual payments to the stated rate, the investmentdebt holders and fund expenses. The estimated annualized effective yield indicated is paying 3% default interest.

(11) The Company has writtenbased upon a call option that enables CapitalSouth Partners Florida Sidecar Fund II, L.P. to purchase up to 31.25%current projection of the Company's interest atamount and timing of these distributions. Such projections are updated on a strike price of $1.5 million. As of December 31, 2016,quarterly basis and the fair value of the written call optionestimated effective yield is approximately $2.7 million. See Note 4 to the consolidated financial statements for further detail on the written call option transaction.

(12) The investment has been exited. The residual value reflects estimated escrow to be settled post-closing.

(13) The portfolio company is currently being charged default interest rate of prime plus 10.5%.

adjusted prospectively.

See accompanying notes to consolidated financial statements.

16


CAPITALALOGAN RIDGE FINANCE CORP.

CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

2022

(Unaudited)

 

Note 1. Organization

CapitalaLogan Ridge Finance Corp.Corporation (the “Company”, “we”, “us”, and “our”) is an externally managed non-diversified closed-end management investment company incorporated in Maryland that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012, and as such, is subject to reduced public company reporting requirements. The Company commenced operations on May 24, 2013 and completed its initial public offering (“IPO”) on September 30, 2013. The Company is managed by Capitala Investment Advisors,Mount Logan Management LLC (the “Investment Advisor”), an investment adviser that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and Capitala Advisors Corp.BC Partners Management LLC (the “Administrator”) provides the administrative services necessary for the Company to operate. For United States (“U.S.”) federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a regulated investment company (“RIC”) under Subchaptersubchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company offers customized financing to business owners, management teams, and financial sponsors for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion, and other growth initiatives. The Company invests in first lien loans, and, to a lesser extent, second lien loans and equity securities issued by lower middle-market and traditional middle-market companies.

The Company was formed for the purpose of: (i) acquiring, through a series of transactions, an investment portfolio from the following entities: CapitalSouth Partners Fund I Limited Partnership (“Fund I”); CapitalSouth Partners Fund II Limited Partnership (“Fund II”); CapitalSouth Partners Fund III, L.P. (“Fund III Parent”); CapitalSouth Fund III, L.P. (f/k/a CapitalSouth Partners SBIC Fund III, L.P.) (“Fund III”); and CapitalSouth Partners Florida Sidecar Fund I, L.P. (“Florida Sidecar” and, collectively with Fund I, Fund II, Fund III, and Fund III Parent, the “Legacy Funds”); (ii) raising capital in the IPO and (iii) continuing and expanding the business of the Legacy Funds by making additional debt and equity investments in lower middle-market and traditional middle-market companies.

The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. Both directly and through our subsidiaries that are licensed by the U.S. Small Business Administration (“SBA”) under the Small Business Investment Company (“SBIC”) Act, the Company offers customized financing to business owners, management teams and financial sponsors for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. The Company invests in first lien, second lien, subordinated loans, and, to a lesser extent, equity securities issued by lower middle-market companies and traditional middle-market companies.

On September 24, 2013, the Company acquired 100% of the limited partnership interests in Fund II, Fund III, and Florida Sidecar and each of their respective general partners, as well as certain assets from Fund I and Fund III Parent, in exchange for an aggregate of 8,974,420 shares of the Company’s common stock (the “Formation Transactions”). Fund II, Fund III, and Florida Sidecar became the Company’s wholly owned subsidiaries. Fund II and Fund III retained their SBICsmall business investment company ("SBIC") licenses, continued to hold their existing investments at the time of the IPO and have continued to make new investments. The IPO consisted of the sale of 4,000,000 shares of the Company’s common stock at a price of $20.00 per share, resulting in net proceeds to the Company of $74.25 million, after deducting underwriting fees and commissions totaling $4.0 million and offering expenses totaling $1.75 million. The other costs of the IPO were borne by the limited partners of the Legacy Funds. During the fourth quarter of 2017, Florida Sidecar transferred all of its assets to the Company and was legally dissolved as a standalone partnership. On March 1, 2019, Fund II repaid its outstanding debentures guaranteed by the SBA (the “SBA-guaranteed debentures”) and relinquished its SBIC license. On June 10, 2021, Fund III repaid its SBA-guaranteed debentures and relinquished its SBIC license. As of September 30, 2022, there were no SBA-guaranteed debentures outstanding.

The Company has formed, and expects to continue to form, certain consolidated taxable subsidiaries (the “Taxable Subsidiaries”), which are taxed as corporations for U.S. federal income tax purposes. TheseThe Taxable Subsidiaries allow the Company to make equity investments in companies organized as pass-through entities while continuing to satisfy the requirements of a RIC under the Code.

Capitala Business Lending, LLC (“CBL”), a wholly-owned subsidiary of the Company, was established on October 30, 2020, for the sole purpose of holding certain investments pledged as collateral under the Company's line of credit with KeyBank National Association (the “KeyBank Credit Facility”). See Note 8 for more details about the KeyBank Credit Facility. The financial statements of CBL are consolidated with those of Logan Ridge Finance Corporation.

Definitive Agreement

On April 20, 2021, Capitala Investment Advisors, LLC (“Capitala”), the Company’s former investment adviser, entered into a definitive agreement (the “Definitive Agreement”) with the Investment Advisor and Mount Logan Capital Inc. (“MLC”), both affiliates of BC Partners Advisors L.P. (“BC Partners”) for U.S. regulatory purposes, whereby Mount Logan acquired certain assets related to Capitala’s business of providing investment management services to the Company (the “Transaction”), through which the Investment Advisor became the Company’s investment adviser pursuant to an investment advisory agreement (the “Investment Advisory Agreement”) with the Company. At a special meeting of the Company’s stockholders (the “Special Meeting”) held on May 27, 2021, the Company’s stockholders approved the Investment Advisory Agreement. The transactions contemplated by the Definitive Agreement closed on July 1, 2021 (the “Closing”).

As part of the Transaction, the Investment Advisor entered into a two-year contractual fee waiver (the “Fee Waiver”) with the Company to waive, to the extent necessary, any capital gains fee under the Investment Advisory Agreement that exceeds what would have been paid to Capitala in the aggregate over such two-year period under the prior advisory agreement.

On the date of the Closing, the Company changed its name from Capitala Finance Corp. to Logan Ridge Finance Corporation and on July 2, 2021, the Company’s common stock began trading on the NASDAQ Global Select Market under the symbol “LRFC.”

On July 1, 2021, in connection with the Closing, the Company’s then-current interested directors and the Company’s then-current independent directors resigned as members of the Board and Ted Goldthorpe, the Chairman and Chief Executive Officer of the Company, along with Alexander Duka, George Grunebaum, and Robert Warshauer, were appointed as members of the Board (the “Directors”). The Directors were appointed by the Board to fill the vacancies created by the resignations described above and the Directors were appointed to the class of directors as determined by the Board in accordance with the Company’s organizational documents. The Company’s stockholders will have the opportunity to vote for each of the Directors when his class of directors is up for reelection.

All of the Company’s then-current officers resigned at the Closing and the Board appointed Ted Goldthorpe as the Company’s Chief Executive Officer and President, Jason Roos as the Company’s Chief Financial Officer, Treasurer and Secretary, Patrick Schafer as the Company’s Chief Investment Officer and David Held as the Company’s Chief Compliance Officer. On November 9, 2021, Jason Roos was replaced as Secretary and Treasurer of the Company by Brandon Satoren, who was also appointed as Chief Accounting Officer. Mr. Roos continues to serve as Chief Financial Officer of the Company.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company is considered an investment company as defined in Accounting Standards Codification (“ASC”) Topic 946 Financial Services Investment Companies (“ASC 946”). The accompanying unaudited consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and


LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying our annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted. The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, including Fund II, Fund III, Florida Sidecar,CBL, and the Taxable Subsidiaries.

17

The Company’s financial statements as of September 30, 20172022 and December 31, 2021 and for the periods ended September 30, 2022 and 2021 are presented on a consolidated basis. The effects of all intercompany transactions between the Company and its subsidiaries (Fund II, Fund III, Florida Sidecar,CBL, and the Taxable Subsidiaries) have been eliminated in consolidation. All financial data and information included in these consolidated financial statements have been presented on the basis described above. In the opinion of management, the consolidated financial statements reflect all adjustments that are necessary for the fair presentation of financial results as of and for the periods presented.

The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Additionally, the unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2021, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 7, 2017.

14, 2022.

Use of Estimates in the Preparation of Financial Statements

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates under different assumptions and conditions. The most significant estimates in the preparation of the consolidated financial statements are investment valuation, revenue recognition, and income taxes.

Consolidation

As provided under Regulation S-X and ASC 946, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly owned investment company subsidiaries (Fund II, Fund III, CBL, and the Taxable Subsidiaries) in its consolidated financial statements. The Company did not consolidate its interest in Capitala Senior Liquid Loan Fund I, LLC (“CSLLF”) during the periods it was in existence because the investment was not considered a substantially wholly owned investment company subsidiary. Further, CSLLF was a joint venture for which shared power existed relating to the decisions that most significantly impacted the economic performance of the entity. See Note 4 to the consolidated financial statements for a description of the Company’s investment in CSLLF.


 

Segments

In accordance with ASC Topic 280 —Segment Reporting (“ASC 280”), the Company has determined that it has a single reporting segment and operating unit structure. While the Company invests in several industries and geographic locations, all investments share similar business and economic risks. As such, all investment activities have been aggregated into a single segment.

Cash and Cash Equivalents

The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less at the date of purchase. The Company deposits its cash in financial institutions, and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits.

Investment Classification

In accordance with the provisions of the 1940 Act, the Company classifies its 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 Companies” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control/Non-Affiliate Investments” are those investments that are neither Control Investments nor Affiliate 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% of the voting securities of such company and/or has greater than 50% representation on its board or has the power to exercise control over management or policies of such portfolio company. The Company is deemed to be an affiliate of a company in which the Company has invested if it owns between 5% and 25%or more of the voting securities of such company.

Valuation of Investments

Investment transactions are recorded on the trade date. Realized gains or losses on investments are calculated using the specific identification method as the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation when gains or losses are recognized.

Investments for which market quotations are available are typically valued at those market quotations. To validate market quotations, the Company will utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.

Debt that is not publicly traded but for which there are external pricing sources available as of the valuation date is valued using independent broker-dealer, market maker quotations or independent pricing services. The valuation committee, comprised of members of the Adviser, (the “Valuation Committee”) subjects these quotes to various criteria including, but not limited to, the number and quality of quotes, the deviation among the quotes and information derived from analyzing the Company’s own transactions in such investments throughout the reporting period. Generally, such investments are categorized in level 2 of the fair value hierarchy, unless the Valuation Committee determines that the quality, quantity or deviation among quotes warrants significant adjustment to the inputs utilized.

 

The Company applies fair value accountingBoard has designated the Adviser as its "valuation designee" pursuant to all of its financial instruments in accordance withRule 2a-5 under the 1940 Act, and ASC Topic 820 —Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 definesin that role the Adviser is responsible for performing fair value establishes a framework useddeterminations relating to measureall of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and requires disclosuresprocedures that have been approved by the Board. The Board remains ultimately responsible for fair value measurements. Indeterminations under the 1940 Act and satisfies its responsibility through oversight of the valuation designee in accordance with ASC 820,Rule 2a-5. Investments that are not publicly traded or whose market prices are not readily available, as is expected to be the Company has categorized its financial instruments carriedcase for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Adviser, based on, among other things, input of independent third-party valuation firm(s).

The Adviser undertakes a multi-step valuation process, which includes, among other procedures, the priorityfollowing:


LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued using certain inputs, among others, provided by the investment professionals responsible for the portfolio investment in conjunction with the Company’s portfolio management team. The Company utilizes an independent valuation firm to provide valuation on each material illiquid security at least once every trailing 12-month period,
Preliminary valuations are reviewed and discussed with management of the Adviser and investment professionals; and
the Adviser will review the valuations and determine the fair value of each investment. Valuations that are not based on readily available market quotations will be valued in good faith based on, among other things, the input of, where applicable, third parties.

As part of the valuation technique, into a three-levelprocess, the Adviser may consider other information and may use valuation methods including but not limited to (i) market quotes for similar investments, (ii) recent trading activity, (iii) discounting forecasted cash flows of the investment, (iv) models that consider the implied yields from comparable debt, (v) third party appraisal, (vi) sale negotiations and purchase offers received from independent parties and (vii) estimated value of underlying assets to be received in liquidation or restructuring.

Due to the inherent uncertainty of determining the fair value hierarchy, as discussedof 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 such 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 may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in Note 4.a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

18

 

In determiningaddition, 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 herein.

Under existing accounting guidance, fair value is defined as the Company’s board of directors (the “Board”) uses variousprice that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes valuation approaches, and engages a third-party valuation firm, which provides an independent valuation of certain investments. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair valuetechniques that maximizesmaximize the use of observable market inputs and minimizesminimize the use of unobservable inputs by requiring thatinputs. Inputs refer broadly to the most observable inputs be used when available.

Observable inputs are thoseassumptions that market participants would use in pricing thean asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Board.Company. Unobservable inputs are inputs that reflect the Board’s assumptions about the inputs market participants would use in pricing thean asset or liability developed based uponon the best information available in the circumstances.

 

The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a market for the securities existed. Accordingly, the degree of judgment exercised by the Board in determining fair value is greatest for securities categorized in Level 3. In certain cases,Company classifies the inputs used to measure these fair value may fallvalues into different levels of the fair value hierarchy. In such cases,following hierarchy as defined by current accounting guidance:

Level 1: Unadjusted quoted prices in active markets for disclosure purposes,identical assets or liabilities that are accessible to the levelCompany.

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: Significant inputs that are unobservable for an asset or liability.

A financial instrument’s categorization within the fair valuevaluation hierarchy within which the fair value measurement in its entirety falls is determined based onupon the lowest level of input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions Investments for which no external pricing sources are not readily available the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurementvaluation date including periodsare included in level 3 of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

In estimating the fair value of portfolio investments, the Company starts with the cost basis of the investment, which includes original issue discount or premium and payment-in-kind (“PIK”) income, if any. The transaction price is typically the best estimate of fair value at inception. When evidence supports a subsequent change to the carrying value from the original transaction price, adjustments are made to reflect the expected fair values.

As a practical expedient, the Company used theuses net asset value (“NAV”) as the basis for the fair value offor its equity investment in CSLLF for the periods held. CSLLF recordedGreat Lakes Funding II, LLC ("Great Lakes II Joint Venture"). The Great Lakes II Joint Venture records its underlying investments at fair value on a dailyquarterly basis utilizing pricing information from third-party sources.in accordance with the 1940 Act and US GAAP.

The valuation methodologies summarized below are utilized by the Company in estimating fair value.

Enterprise Value Waterfall Approach

The enterprise value waterfall approach determines an enterprise value based on earnings before interest, tax, depreciation, and amortization (“EBITDA”) multiples of publicly traded companies that are considered similar to the subject portfolio company. The Company considers a variety of items in determining a reasonable pricing multiple, including, but not limited to, operating results, budgeted projections, growth, size, risk, profitability, leverage, management depth, diversification, market position, supplier or customer dependence, asset utilization, liquidity metrics, and access to capital markets. EBITDA of the portfolio company is adjusted for non-recurring items in order to reflect a normalized level of earnings that is representative of future earnings. In certain instances, the Company may also utilize revenue multiples to determine enterprise value. When available, the Company may assign a pricing multiple or value its equity investments based on the value of recent investment transactions in the subject portfolio company or offers to purchase the portfolio company. The enterprise value is adjusted for financial instruments with seniority to the Company’s ownership and for the effect of any instrument which may dilute the Company’s investment in the portfolio company. The adjusted enterprise value is then apportioned based on the seniority and privileges of the Company’s investments within the portfolio company.

The enterprise value waterfall approach is primarily utilized to value the Company’s equity securities, including warrants. However, the Company may utilize the enterprise value waterfall approach to value certain debt securities.

Income Approach

The income approach utilizes a discounted cash flow methodology in which the Company estimates fair value based on the present value of expected cash flows discounted at a market rate of interest. The determination of a discount rate, or required rate of return, takes into account the portfolio company’s fundamentals and perceived credit risk. Because the majority of the Company’s portfolio companies do not have a public credit rating, determining a discount rate often involves assigning an implied credit rating based on the portfolio company’s operating metrics compared to average metrics of similar publicly rated debt. Operating metrics include, but are not limited to, EBITDA, interest coverage, leverage ratios, return on capital, and debt to equity ratios. The implied credit rating is used to assign a base discount rate range based on publicly available yields on similarly rated debt securities. The Company may apply a premium to the discount rate utilized in determining fair value when performance metrics and other qualitative information indicate that there is an additional level of uncertainty about collectability of cash flows.


LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

 

19

Asset Approach

The asset approach values an investment based on the value of the underlying collateral securing the investment. This approach is used when the Company has reason to believe that it will not collect all principal and interest in accordance with the contractual terms of the debt agreement.

Revenue Recognition

The Company’s revenue recognition policies are as follows:

Interest income and paid-in-kind interest income:Interest income is recorded on the accrual basis to the extent that such amounts are expected to be collected. The Company has loans in the portfolio that contain a payment-in-kindPIK interest (“PIK interest”) provision. The PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at maturity, is recorded on an accrual basis to the extent that such amounts are expected to be collected. PIK interest is not accrued if the Company does not expect the issuer to be able to pay all principal and interest when due.

Non-accrual investments: Generally, when interest and/or principal payments on a loanManagement reviews all loans that become 90 days or more past due, or when there is reasonable doubt that principal or interest will be collected, for possible placement on non-accrual status. When the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income and PIK interest on that loan for financial reporting purposes. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. The Company may elect to cease accruing PIK interest and continue accruing interest income in cases where a loan is currently paying its interest income but, in management’s judgment, there is a reasonable likelihood of principal loss on the loan. Non-accrual loans are returned to accrual status when the borrower’s financial condition improves such that management believes current interest and principal payments are expected to be collected.

Gains and losses on investment sales and paydowns:sales: Realized gains and losses on investments are recognized using the specific identification method.

Dividend income and paid-in-kind dividends:Dividend income is recognized on the date dividends are declared. The Company holds preferred equity investments in the portfolio that contain a payment-in-kindPIK dividend (“PIK dividends”) provision. PIK dividends, which represent contractually deferred dividends added to the equity balance, are recorded on the accrual basis to the extent that such amounts are expected to be collected. The Company will typically cease accrual of PIK dividends when the fair value of the equity investment is less than the cost basis of the investment or when it is otherwise determined by management that PIK dividends are unlikely to be collected. If management determines that a decline in fair value is temporary in nature and the PIK dividends are more likely than not to be collected, management may elect to continue accruing PIK dividends.

Original issue discount:Discounts received to par on loans purchased are capitalized and accreted into income over the life of the loan. Any remaining discount is accreted into income upon prepayment of the loan.

Other income:Origination fees (to the extent services are performed to earn such income), amendment fees, consent fees, and other fees associated with investments in portfolio companies are recognized as income when the investment transaction closes (to the extent servicesthey are performed to earn such income).earned. Prepayment penalties received by the Company for debt instruments repaid prior to maturity date are recorded as income upon receipt.

Loan Sales

The Company follows the guidance in ASC Topic 860 — Transfers and Servicing (“ASC 860”) when accounting for loan participations and partial loan sales as it relates to concluding on sales accounting treatment for such transactions. Based on the Company’s analysis of all loan participations and partial sales completed, the Company believes that all such transactions meet the criterion required by ASC 860 to qualify for sales accounting treatment.

General and Administrative Expenses

General and administrative expenses are paidaccrued as incurred. The Company’s administrative expenses include personnel and overhead expenses allocable to the Company paid by and reimbursed to the Administrator under an administration agreement between the Company and the Administrator (the “Administration Agreement”). Other operating expenses such as legal and audit fees, director fees, and director and officer insurance are generally paid directly by the Company.

20

Deferred Financing Fees

Costs incurred to issue the Company’s debt obligations are capitalized and are amortized over the term of the debt agreements under the effective interest method. Deferred financing fees are presented as a direct deduction from the carrying amount of the corresponding debt liability in the Statement of Assets and Liabilities.

Earnings per share

The Company’s earnings per share (“EPS”) amounts have been computed based on the weighted-average number of shares of the Company’s common stock outstanding for the period. Basic EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of the Company’s common stock outstanding during the period of computation. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations, adjusted for the change in net assets resulting from the exercise of the dilutive shares, by the weighted average number of shares of the Company’s common stock assuming all potentially dilutive shares had been issued. Diluted EPS reflects the potential dilution, using the as-if-converted method for convertible debt, which could occur if all potentially dilutive securities were exercised.

Commitments and Contingencies

As of September 30, 2017,2022, the Company had outstanding unfunded commitments related to debt investments in existing portfolio companies of $4.0$2.4 million (CIS Secure Computing, Inc.),to Accordion Partners LLC, $2.0 million (Portrait Innovations,to Aperture Dodge 18 LLC, $0.5 million to Beta Plus Technologies, $0.5 million to Bradshaw International, Inc.), $1.5$3.1 million (Kelle’s Transport Service, LLC),to Critical Nurse Staffing, LLC, $0.9 million to Epic Staffing Group, $0.2 million to Great Lakes II Funding LLC, $0.7 million to GreenPark Infrastructure, LLC, $2.5 million to Marble Point Credit Management LLC, $1.4 million to Premiere Imaging, LLC, and $1.0$0.4 million (US Well Services, LLC).to Wealth Enhancement Group, LLC. As of December 31, 2016,2021, the Company had outstanding unfunded commitments related to debt investments in an existing portfolio companycompanies of $1.2$9.0 million (On-Site Fuel Services,to Accordion Partners LLC, $0.7 million to Bradshaw International, Inc.).

In addition, $3.1 million to unfunded commitments relatedCritical Nursing Staffing, LLC, $3.5 million to debt investments, the Company also has extended a guaranty on behalf of one of our portfolio companies, whereby we have guaranteed $1.5J5 Infrastructure Partners, LLC, $0.9 million of obligations of Kelle’s Transport Service,to Keg Logistics LLC, $2.5 million to Marble Point Credit Management LLC, $1.9 million to Premiere Imaging, LLC, and $3.5 million to Wealth Enhancement Group, LLC. As of September 30, 2017 we have not been required to make payments on this or any previous guaranties, and we consider the credit risks to be remote and the fair value of this guaranty to be immaterial.

In the ordinary course of business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that could lead to the execution of these provisions against the Company. Based on its history and experience, management believes that the likelihood of such an event is remote.

In the ordinary course of business, the Company may directly or indirectly be a defendant or plaintiff in legal actions with respect to bankruptcy, insolvency, or other types of proceedings. Such lawsuits may involve claims that could adversely affect the value of certain financial instruments owned by the Company or result in direct losses to the Company. The nature of litigation can make it difficult to predict the impact a particular lawsuit will have on the Company. There are many reasons that the Company cannot make these assessments, including, among others, one or more of the following: the proceeding is in its early stages; the damages sought are


LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

unspecified, unsupportable, unexplained or uncertain; discovery has not started or is not complete; there are significant facts in dispute; and there are other parties who may share in any ultimate liability.

In management’s opinion, no direct losses with respect to litigation contingencies were probable as of September 30, 20172022 and December 31, 2016.2021. Management is of the opinion that the ultimate resolution of such claims, if any, will not materially affect the Company’s business, financial position, results of operations, or liquidity. Furthermore, in management’s opinion, it is not possible to estimate a range of reasonably possible losses with respect to other litigation contingencies.

Income Taxes

The Company has elected to be treated for U.S. federal income tax purposes and intends to comply with the requirements to qualify annually thereafter, as a RIC under Subchaptersubchapter M of the Code and, among other things, intends to make the requisite distributions to its stockholders which will relieve the Company from U.S. federal income taxes. Therefore, no provision has been recorded for U.S. federal income taxes.

In order to qualify as a RIC, among other requirements, the Company is required to timely distribute to its stockholders at least 90.0% of its investment company taxable income, as defined by the Code, for each fiscal tax year. The Company will be subject to a nondeductible U.S. federal excise tax of 4.0% on undistributed income if it does not distribute at least 98.0% of its ordinary income in any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31.

Depending on the level of taxable income earned in an excise tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions into the next excise tax year and pay a 4.0% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise tax purposes, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. Since the Company’s IPO, the Company has not accrued or paid excise tax.

The tax years ended December 31, 2021, 2020, 2019 and 2018 remain subject to examination by U.S. federal, state, and local tax authorities. No interest expense or penalties have been assessed for the three and nine months ended September 30, 2022 and 2021. If the Company was required to recognize interest and penalties, if any, related to unrecognized tax benefits this would be recognized as income tax expense in the consolidated statements of operations.

For U.S. federal income tax purposes, as of September 30, 2022, the aggregate net unrealized depreciation for all securities was $13.4 million. As of September 30, 2022, gross unrealized appreciation was $18.8 million and gross unrealized depreciation was $32.2 million. The aggregate cost of securities for U.S. federal income tax purposes was $206.5 million as of September 30, 2022. For U.S. federal income tax purposes, as of December 31, 2021, the aggregate net unrealized appreciation for all securities was $3.6 million. As of December 31, 2021, gross unrealized appreciation was $38.6 million and gross unrealized depreciation was $35.0 million. The aggregate cost of securities for U.S. federal income tax purposes was $194.6 million as of December 31, 2021.

The Company’s Taxable Subsidiaries accrue income taxes payable basedrecord deferred tax assets or liabilities related to temporary book versus tax differences on the applicable statutory rates onincome or loss generated by the unrealized appreciation of the underlying equity investments held by the Taxable Subsidiaries. As of both September 30, 2017,2022 and December 31, 2016,2021, the Company recorded a net deferred tax liabilityasset of $2.7 million and $0.0 million, respectively.zero. For both the three and nine months ended September 30, 2017,2022 and 2021, the Company recorded a change intax provision forof zero. As of September 30, 2022 and December 31, 2021, the valuation allowance on the Company’s deferred taxes on unrealized appreciation on investments of $2.7 million. Fortax asset was $2.9 million and $2.5 million, respectively. During both the three and nine months ended September 30, 2016, no change2022, the Company recognized an increase in provision for deferred taxes on unrealized appreciation on investments was recorded.the valuation allowance of zero and $0.4 million, respectively. During the three and nine months ended September 30, 2021, the Company recognized a decrease in the valuation allowance of $(0.4) million and $(1.4) million, respectively.

In accordance with certain applicable U.S. Treasury regulations and private letter rulingsguidance issued by the Internal Revenue Service, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive its entire distribution in either cash or stock of the RIC, subject to a limitation on the aggregate amount of cash to be distributed to all stockholders, which limitation must be at least 20.0% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholderthe cash available for distribution must be allocated among the stockholders electing to receive cash will receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20.0%the lesser of its(a) the portion of the distribution such stockholder has elected to receive in cash or (b) an amount equal to his or her entire distribution in cash.times the percentage limitation on cash available for distribution. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock.

21

ASC Topic 740 — Income Taxes (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the consolidated statements of operations. As of September 30, 20172022 and December 31, 2016,2021, there were no uncertain tax positions.

The Company is required to determine whether a tax position of the Company is more likely-than-notmore-likely-than-not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that could negatively impact the Company’s net assets.

U.S. GAAP provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.

The Company’s activities since commencement of operations remain subject to examination by U.S. federal, state, and local tax authorities. No interest expense or penalties have been assessed for the three and nine months ended September 30, 2017 and September 30, 2016. If the Company was required to recognize interest and penalties, if any, related to unrecognized tax benefits this would be recognized as income tax expense in the consolidated statements of operations.

Distributions

Distributions to the Company’s common stockholders are recorded as payable on the declarationrecord date. The amount to be paid out as a dividend is determined by the Board. Net capital gains, if any, are generally distributed at least annually, although we may decide to retain such capital gains for reinvestment.

The Company has adopted an “opt out” dividend reinvestment plan (“DRIP”) for the Company’s common stockholders. As a result, if the Company declares a distribution, then stockholders’ cash dividend or other distribution, each stockholder that has not “opted out” of the DRIPdistributions will have its dividendsbe automatically reinvested in additional shares of the Company’s common stock rather than receivingunless a stockholder specifically “opts out” of our DRIP. If a stockholder opts out, that stockholder will receive cash dividends. Stockholders who receivedistributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to the sameU.S. federal, state, and local tax consequencestaxes in the same manner as if they received cash distributions.distributions, stockholders participating in the Company’s DRIP will not receive any corresponding cash distributions with which to pay any such applicable taxes.

Company Investment Risk, Concentration of Credit Risk and Liquidity Risk

The Investment Advisor has broad discretion in making investments for the Company. Investments will generally consist of debt and equity instruments that may be affected by business, financial market, or legal uncertainties. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict,


LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

such as domestic or international economic and political developments, may significantly affect the results of the Company’s activities and the value of its investments. In addition, the value of the Company’s portfolio may fluctuate as the general level of interest rates fluctuate.

The value of the Company’s investments may be detrimentally affected to the extent, among other things, that a borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on a defaulted loan,loan. The value of the Company’s investments may also be detrimentally affected to the extent observable secondaryprimary or primarysecondary market yields for similar instruments issued by comparable companies increase materially or risk premiums required in the market between smaller companies, such as our borrowers, and those for which market yields are observable increase materially.

The Investment Advisor may attempt to minimize this risk by maintaining low debt-to-liquidation values with each debt investment and the collateral underlying the debt investment.

The Company’s assets may, at any time, include securities and other financial instruments or obligations that are illiquid or thinly traded, making purchase or sale of such securities and financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.

22

Note 3. Recent Accounting Pronouncements

In January 2016, FASBJune 2022, the Financial Accounting Standards Board issued ASU 2016-01,Financial Instruments — Overall (Subtopic 825-10):Recognition andAccounting Standards Update 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”)Equity Securities Subject to Contractual Sale Restrictions (ASU 2022-03). ASU 2016-01 retains many current requirements forThe accounting standard update clarifies the classification and measurement of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification and measurement of investmentsguidance in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated withTopic 820 when measuring the fair value of financial instruments. This guidance isan equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions and measured at fair value in accordance with Topic 820. The amendments are effective for annual and interim periodsfiscal years beginning after December 15, 2017,2023, and early adoption is not permitted for public business entities. Managementinterim periods within those fiscal years. The Company is currently evaluating the impact these changesthat adoption of this new accounting standard will have on the Company’s consolidated financial position or results of operations.

In October 2016, the SEC adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management has adopted the amendments to Regulation S-X and included required disclosures in the Company’sits consolidated financial statements, and related disclosures.but the impact of the adoption is not expected to be material.

Note 4. Investments and Fair Value Measurements

The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. Both directly and through the Company’s subsidiaries that are licensed by the SBA under the SBIC Act, theThe Company offers customized financing to business owners, management teams, and financial sponsors for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion, and other growth initiatives. The Company invests in first lien loans, and, to a lesser extent, second lien loans and subordinated loans. Most of the Company’s debt investments are coupled with equity interests, whether in the form of detachable “penny” warrants or equity co-investments made pari-passu with our borrowers’ financial sponsors.securities issued by lower middle-market and traditional middle-market companies. As of September 30, 2017,2022, our portfolio consisted of investments in 4654 portfolio companies with a fair value of approximately $471.1$193.1 million.

Most of the Company’s debt investments are structured as first lien loans. First lien loans may contain some minimum amount of principal amortization, excess cash flow sweep feature, prepayment penalties, or any combination of the foregoing. First lien loans are secured by a first priority lien in existing and future assets of the borrower and may take the form of term loans, or delayed draw facilities, or revolving credit facilities. Unitranche debt, a form of first lien loan, typically involves issuing one debt security that blends the risk and return profiles of both senior secured and subordinated debt, bifurcating the loan into a first-out tranche and last-out tranche. As of September 30, 2022, 2.2% of the fair value of our first lien loans consisted of last-out loans. As of December 31, 2021, 8.5% of the fair value of our first lien loans consisted of last-out loans. In some cases, first lien loans may be subordinated, solely with respect to the payment of cash interest, to an asset based revolving credit facility.

The Company also invests in debt instruments structured as second lien loans. Second lien loans are loans which have a second priority security interest in all or substantially all of the borrower’s assets, and which are not subject to the blockage of cash interest payments to the Company at the first lien lender’s discretion.

In addition to first and second lien loans, the Company may also invest in subordinated loans. Subordinated loans typically have a second lien on all or substantially all of the borrower’s assets, and unlike second lien loans,some cases, may be subject to the interruption of cash interest payments upon certain events of default, at the discretion of the first lien lender.

During the three months ended September 30, 2017, the Company2022, we made approximately $11.4$36.7 million of investments and had approximately $22.4$17.1 million in repayments and sales, resulting in net deployment of approximately $19.6 million for the period. During the three months ended September 30, 2021, the Company made $33.3 million of investments and had approximately $64.1 million in repayments and sales, resulting in net repayments and sales of approximately $11.0$30.8 million for the period. During the three months ended September 30, 2016, the Company made approximately $26.0 million of investments and had approximately $111.9 million in repayments and sales of investments resulting in net repayments and sales of approximately $85.9 million for the period.

During the nine months ended September 30, 2017, the Company2022, we made approximately $39.7$83.8 million of investments and had approximately $104.7$83.8 million in repayments and sales, resulting in net repayments and sales of less than $0.1 million for the period. During the nine months ended September 30, 2021, the Company made $43.3 million of investments and had approximately $127.5 million in repayments and sales, resulting in net repayments and sales of approximately $65.0 million for the period. During the nine months ended September 30, 2016, the Company made approximately $53.9 million of investments and had approximately $128.6 million in repayments and sales of investments resulting in net repayments and sales of approximately $74.7$84.2 million for the period.

During the three and nine months ended September 30, 2017, the Company funded $0.4 million and $0.7 million, respectively, of previously committed capital to existing portfolio companies. During the three and nine months ended September 30, 2017, the Company funded $11.0 million and $21.7 million, respectively, of investments in portfolio companies for which it was not previously committed to fund. During the three and nine months ended September 30, 2016, the Company funded $0.0 million and $2.8 million, respectively, of previously committed capital to existing portfolio companies. During the three and nine months ended September 30, 2016, the Company funded $26.0 million and $51.1 million, respectively, of investments in portfolio companies for which it was not previously committed to fund. In addition to investing directly in portfolio companies, the Company may assist portfolio companies in securing financing from other sources by introducing portfolio companies to sponsors or by leading a syndicate of investors to provide the portfolio companies with financing. During the three and nine months ended September 30, 2017 and September 30, 2016, the Company did not lead any syndicates and did not assist any portfolio companies in obtaining indirect financing.

23

On August 31, 2016, the Company sold a portion of 14 securities across 10 portfolio companies to CapitalSouth Partners Florida Sidecar Fund II, L.P. (“FSC II”), including granting an option to acquire a portion of the Company’s equity investment in Eastport Holdings, LLC (the “Written Call Option”), in exchange for 100% of the partnership interests in FSC II. Concurrent with the sale of these assets to FSC II, the Company received cash consideration of $47.6 million from an affiliated third-party purchaser in exchange for 100% of the partnership interests of FSC II. These assets were sold to FSC II at their June 30, 2016 fair market values, resulting in a net realized gain of $0.1 million. The Company’s Board pre-approved this transaction pursuant to Section 57(f) of the 1940 Act.

The Company collected and will periodically collect principal and interest payments related to certain of the securities purchased by FSC II. Such principal and interest payments will be remitted timely to FSC II based on its proportionate share of the security. FSC II does not have any recourse to the Company related to the non-payment of principal or interest by the underlying issuers of the securities.

The Written Call Option granted FSC II the right to purchase up to 31.25% of the Company’s equity investment in Eastport Holdings, LLC. The Written Call Option has a strike price of $1.5 million and a termination date of August 31, 2018. The fair value of the Written Call Option, which has been treated as a derivative liability and is recorded in the financial statement line item Written Call Option at fair value in the Company’s consolidated statements of assets and liabilities, was approximately $5.6 million asAs of September 30, 2017. For purposes of determining2022, the Company’s Adviser approved the fair value of the Written Call Option,Company’s investment portfolio of approximately $193.1 million in good faith in accordance with the Company calculated the difference inCompany’s valuation procedures. The Company’s Adviser approved the fair value of the underlying equityCompany’s investment in Eastport Holdings, LLC and the strike price of the Written Call Option, or intrinsic value. The time value of the Written Call Optionportfolio as of September 30, 2017 was determined to be insignificant. The Written Call Option is classified2022 with input from a third-party valuation firm and the Investment Advisor based on information known or knowable as a Level 3 financial instrument.

of the valuation date, including trailing and forward looking data.

The composition of our investments as of September 30, 2017,2022, at amortized cost and fair value was as follows (dollars in thousands):

 

 

Investments at
Amortized Cost

 

 

Amortized Cost
Percentage of
Total Portfolio

 

 

Investments at
Fair Value

 

 

Fair Value
Percentage of
Total Portfolio

 

First Lien Debt

 

$

124,030

 

 

 

61.2

%

 

$

119,426

 

 

 

61.9

%

Second Lien Debt

 

 

9,020

 

 

 

4.4

%

 

 

7,773

 

 

 

4.0

%

Subordinated Debt

 

 

26,501

 

 

 

13.1

%

 

 

26,096

 

 

 

13.5

%

Collateralized Loan Obligations

 

 

7,267

 

 

 

3.6

%

 

 

6,664

 

 

 

3.5

%

Joint Venture

 

 

277

 

 

 

0.1

%

 

 

270

 

 

 

0.1

%

Equity

 

 

35,648

 

 

 

17.6

%

 

 

32,891

 

 

 

17.0

%

Total

 

$

202,743

 

 

 

100.0

%

 

$

193,120

 

 

 

100.0

%

 

  Investments
at
Amortized Cost
  Amortized Cost
Percentage of
Total Portfolio
  Investments
at
Fair Value
  Fair Value
Percentage of
Total Portfolio
 
First Lien Debt $246,188   54.2% $221,205   47.0%
Second Lien Debt  32,284   7.1   30,774   6.5 
Subordinated Debt  120,161   26.4   106,019   22.5 
Equity and Warrants  56,081   12.3   113,108   24.0 
Total $454,714   100.0% $471,106   100.0%

LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

 

The composition of our investments as of December 31, 2016,2021, at amortized cost and fair value was as follows (dollars in thousands):

 Investments
at
Amortized Cost
  Amortized Cost
Percentage of
Total Portfolio
  Investments
at
Fair Value
  Fair Value
Percentage of
Total Portfolio
 

 

Investments at
Amortized Cost

 

 

Amortized Cost
Percentage of
Total Portfolio

 

 

Investments at
Fair Value

 

 

Fair Value
Percentage of
Total Portfolio

 

First Lien Debt $244,647   47.6% $226,578   41.8%

 

$

103,667

 

 

 

54.4

%

 

$

98,251

 

 

 

49.6

%

Second Lien Debt  74,559   14.5   71,483   13.2 

 

 

30,048

 

 

 

15.8

%

 

 

30,190

 

 

 

15.2

%

Subordinated Debt  148,849   29.0   150,232   27.8 

 

 

5,050

 

 

 

2.6

%

 

 

5,050

 

 

 

2.6

%

Equity and Warrants  45,721   8.9   93,346   17.2 

Equity

 

 

51,717

 

 

 

27.2

%

 

 

64,698

 

 

 

32.6

%

Total $513,776   100.0% $541,639   100.0%

 

$

190,482

 

 

 

100.0

%

 

$

198,189

 

 

 

100.0

%

 

As noted above, the Company values all investments in accordance with ASC 820. ASC 820 requires enhanced disclosures about assets and liabilities that are measured and reported at fair value. As defined in ASC 820, fair value is 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.

ASC 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

24

Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories:

·Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

·Level 2 — Valuations based on inputs other than quoted prices in active markets, which are either directly or indirectly observable.

·Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

In addition to using the above inputs in investment valuations, the Company continueshas the ability to employaccess.

Level 2 — Valuations based on inputs other than quoted prices in active markets, which are either directly or indirectly observable.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Company employs the valuation policy approved by the Board that is consistent with ASC 820 (see Note 2). Consistent with the Company’s valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading, in determining fair value.

In estimating fair value of portfolio investments, the Company starts with the cost basis of the investment, which includes amortized original issue discount and PIK income, if any. The transaction price is typically the best estimate of fair value at inception. When evidence supports a subsequent change to the carrying value from the original transaction price, adjustments are made to reflect the expected fair values.

The following table presents the fair value measurements of investments, by major class, as of September 30, 2017 (dollars in thousands),2022, according to the fair value hierarchy:

  Fair Value Measurements 
  Level 1  Level 2  Level 3  Total 
First Lien Debt $  $  $221,205  $221,205 
Second Lien Debt        30,774   30,774 
Subordinated Debt        106,019   106,019 
Equity and Warrants        113,108   113,108 
Total $  $  $471,106  $471,106 

The following table presents fair value measurements of the Written Call Option as of September 30, 2017hierarchy (dollars in thousands), according to the fair value hierarchy::

  Fair Value Measurements 
  Level 1  Level 2  Level 3  Total 
Written Call Option $  $  $(5,555) $(5,555)
Total $  $  $(5,555) $(5,555)

 

 

Fair Value Measurements

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

NAV

 

 

Total

 

First Lien Debt

 

$

 

 

$

 

 

$

119,426

 

 

$

 

 

$

119,426

 

Second Lien Debt

 

 

 

 

 

 

 

 

7,773

 

 

 

 

 

 

7,773

 

Subordinated Debt

 

 

 

 

 

 

 

 

26,096

 

 

 

 

 

 

26,096

 

Collateralized Loan Obligations

 

 

 

 

 

 

 

 

6,664

 

 

 

 

 

 

6,664

 

Joint Venture

 

 

 

 

 

 

 

 

 

 

 

270

 

 

 

270

 

Equity

 

 

 

 

 

 

 

 

32,891

 

 

 

 

 

 

32,891

 

Total

 

$

 

 

$

 

 

$

192,850

 

 

$

270

 

 

$

193,120

 

The following table presents fair value measurements of investments, by major class, as of December 31, 2016 (dollars in thousands),2021, according to the fair value hierarchy:

  Fair Value Measurements 
  Level 1  Level 2  Level 3  Total 
First Lien Debt $  $  $226,578  $226,578 
Second Lien Debt        71,483   71,483 
Subordinated Debt        150,232   150,232 
Equity and Warrants        93,346   93,346 
Total $  $  $541,639  $541,639 

The following table presents fair value measurements of the Written Call Option as of December 31, 2016hierarchy (dollars in thousands), according to the fair value hierarchy::

 

 

Fair Value Measurements

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

First Lien Debt

 

$

 

 

$

 

 

$

98,251

 

 

$

98,251

 

Second Lien Debt

 

 

 

 

 

 

 

 

30,190

 

 

 

30,190

 

Subordinated Debt

 

 

 

 

 

 

 

 

5,050

 

 

 

5,050

 

Equity

 

 

 

 

 

 

 

 

64,698

 

 

 

64,698

 

Total

 

$

 

 

$

 

 

$

198,189

 

 

$

198,189

 

 

  Fair Value Measurements 
  Level 1  Level 2  Level 3  Total 
Written Call Option $  $  $(2,736) $(2,736)
Total $  $  $(2,736) $(2,736)

LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

25

September 30, 2022

(Unaudited)

 

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended September 30, 20172022 (dollars in thousands):

  First Lien
Debt
  Second Lien
Debt
  Subordinated
Debt
  Equity
and Warrants
  Total 
Balance as of January 1, 2017 $226,578  $71,483  $150,232  $93,346  $541,639 
Reclassifications  (4,659)     (9,000)  13,659    
Repayments/sales  (21,798)  (45,804)  (22,092)  (15,015)  (104,709)
Purchases  31,308   4,000   1,182   3,200   39,690 
Payment in-kind interest and dividends accrued  3,609   688   651   690   5,638 
Accretion of original issue discount  199   299   570      1,068 
Realized gain (loss) from investments  (7,119)  (1,456)     7,826   (749)
Net unrealized appreciation (depreciation) on investments  (6,913)  1,564   (15,524)  9,402   (11,471)
Balance as of September 30, 2017 $221,205  $30,774  $106,019  $113,108  $471,106 

The following table provides a reconciliation of the beginning and ending balances for the Written Call Option that use Level 3 inputs for the nine months ended September 30, 2017 (dollars in thousands):

  Written
Call Option
 
Balance as of January 1, 2017 $(2,736)
Net unrealized depreciation on Written Call Option  (2,819)
Balance as of September 30, 2017 $(5,555)

 

 

First Lien
Debt

 

 

Second Lien
Debt

 

 

Subordinated
Debt

 

 

Collateralized Loan Obligations

 

 

Equity

 

 

Total

 

Balance as of January 1, 2022

 

$

98,251

 

 

$

30,190

 

 

$

5,050

 

 

$

7,717

 

 

$

56,981

 

 

$

198,189

 

Repayments/sales

 

 

(38,842

)

 

 

(24,429

)

 

 

1

 

 

 

(678

)

 

 

(19,749

)

 

 

(83,697

)

Purchases

 

 

58,674

 

 

 

3,086

 

��

 

21,272

 

 

 

 

 

 

382

 

 

 

83,414

 

Payment-in-kind interest and dividends accrued

 

 

140

 

 

 

276

 

 

 

175

 

 

 

 

 

 

146

 

 

 

737

 

Accretion of original issue discount

 

 

367

 

 

 

38

 

 

 

4

 

 

 

846

 

 

 

 

 

 

1,255

 

Net realized gain (loss) on investments

 

 

21

 

 

 

(1

)

 

 

 

 

 

(940

)

 

 

11,194

 

 

 

10,274

 

Net unrealized appreciation (depreciation) on investments

 

 

815

 

 

 

(1,387

)

 

 

(406

)

 

 

(281

)

 

 

(16,063

)

 

 

(17,322

)

Balance as of September 30, 2022

 

$

119,426

 

 

$

7,773

 

 

$

26,096

 

 

$

6,664

 

 

$

32,891

 

 

$

192,850

 

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended September 30, 20162021 (dollars in thousands):

  First Lien
Debt
  Second Lien
Debt
  Subordinated
Debt
  Equity
and Warrants
  Total(1) 
Balance as of January 1, 2016 $199,843  $80,610  $194,485  $98,480  $573,418 
Repayments/sales  (25,149)  (12,750)  (67,899)  (21,734)  (127,532)
Purchases  24,489   4,850   19,474   5,136   53,949 
Payment in-kind interest and dividends accrued  2,608      429   929   3,966 
Accretion of original issue discount  170   134   2,031      2,335 
Realized gain (loss) from investments  (5,024)  (168)  (26,783)  6,404   (25,571)
Net unrealized appreciation (depreciation) on investments  (3,709)  (560)  13,808   (6,679)  2,860 
Balance as of September 30, 2016 $193,228  $72,116  $135,545  $82,536  $483,425 

(1)Excludes our $20.4 million investment in CSLLF, measured at NAV.

 

 

First Lien
Debt

 

 

Second Lien
Debt

 

 

Subordinated
Debt

 

 

Equity

 

 

Total

 

Balance as of January 1, 2021

 

$

167,418

 

 

$

39,209

 

 

$

 

 

$

67,572

 

 

$

274,199

 

Repayments/sales

 

 

(87,377

)

 

 

(20,066

)

 

 

 

 

 

(20,076

)

 

 

(127,519

)

Purchases

 

 

41,295

 

 

 

1,980

 

 

 

 

 

 

 

 

 

43,275

 

Payment-in-kind interest and dividends accrued

 

 

259

 

 

 

 

 

 

 

 

 

134

 

 

 

393

 

Accretion of original issue discount

 

 

59

 

 

 

97

 

 

 

 

 

 

 

 

 

156

 

Net realized (loss) gain on investments

 

 

(12,880

)

 

 

19

 

 

 

 

 

 

13,210

 

 

 

349

 

Net unrealized appreciation (depreciation) on investments

 

 

5,080

 

 

 

(74

)

 

 

 

 

 

(1,346

)

 

 

3,660

 

Balance as of September 30, 2021

 

$

113,854

 

 

$

21,165

 

 

$

 

 

$

59,494

 

 

$

194,513

 

 

The following table provides a reconciliation of the beginningnet change in unrealized (depreciation) appreciation on investments held was $(17.3) million and ending balances for the Written Call Option that use Level 3 inputs$3.7 million for the nine months ended September 30, 2016 (dollars in thousands):

  Written Call Option 
Balance as of January 1, 2016 $ 
Net unrealized depreciation on Written Call Option  (898)
Proceeds from Written Call Option  (20)
Balance as of September 30, 2016 $(918)

The net change in unrealized depreciation on investments held as of September 30, 20172022 and September 30, 2016, was $(14.0) million   and $(1.7) million,2021, respectively, and is included in net change in unrealized appreciation (depreciation) on investments inon the consolidated statements of operations.

26

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets and (liabilities) as of September 30, 20172022 were as follows:

  Fair Value
(in millions)
  

Valuation

Approach

 Unobservable Input Range (Weighted Average)
First lien debt $184.8  Income Required Rate of Return
Leverage Ratio
Adjusted EBITDA
 10.7% - 23.0% (13.8%)
1.3x – 7.0x (3.4x)
$1.7 million - $128.1 million ($23.2 million)
First lien debt $36.4  Enterprise Value Waterfall and Asset(1)   EBITDA Multiple
Adjusted EBITDA
Revenue Multiple
Revenue
 5.8x – 5.8x (5.8x)
$2.5 million - $4.0 million ($3.0 million)
0.2x – 0.2x (0.2x)
$56.2 million -$56.2 million ($56.2 million)
Second lien debt $15.4  Income Required Rate of Return
Leverage Ratio
Adjusted EBITDA
 11.3% - 17.5% (15.5%)
4.8x – 4.9x (4.9x)
$72.0 million - $79.5 million ($77.1 million)
Second lien debt $15.4  Enterprise Value Waterfall EBITDA Multiple
Adjusted EBITDA
 6.5x – 6.5x (6.5x)
$7.7 million - $7.7 million ($7.7 million)
Subordinated debt $62.0  Income Required Rate of Return
Leverage Ratio
Adjusted EBITDA
 11.5% – 20.3% (14.4%)
3.2x – 7.1x (5.1x)
3.2 million - $15.1 million ($10.1 million)
Subordinated debt $44.0  Enterprise Value Waterfall and Asset(1)   EBITDA Multiple
Adjusted EBITDA
Revenue Multiple
Revenue
 6.0x – 7.3x (6.7x)
$1.7 million - $26.1 million ($17.7 million)
0.2x – 0.2x (0.2x)
$140.5 million -$140.5 million ($140.5 million)
Equity and warrants $113.1  Enterprise Value Waterfall EBITDA Multiple
Adjusted EBITDA
 5.0x – 14.2x (7.8x)
$0.9 million - $78.7 million ($21.8 million)
Written Call Option $(5.6) Enterprise Value Waterfall EBITDA Multiple
Adjusted EBITDA
 7.3x – 7.3x (7.3x)
$26.1 million - $26.1 million ($26.1 million)

(1)$1.0 million in subordinated debt and $6.7 million in first lien debt were valued using the asset approach.

 

 

Fair Value
(in millions)

 

 

Valuation
Technique

 

Unobservable
Input

 

Range of Input
 (Weighted Average)
 (2)

First lien debt

 

$

1.6

 

 

Market

 

Broker/Dealer Quotes

 

N/A

First lien debt

 

 

117.8

 

 

Income and Asset(1)

 

Required Rate of Return

 

6.0% – 25.0% (12.2%)

Second lien debt

 

 

4.0

 

 

Market

 

Broker/Dealer Quotes

 

N/A

Second lien debt

 

 

3.4

 

 

Income

 

Required Rate of Return

 

1.6% – 18.8% (16.2%)

Second lien debt

 

 

0.4

 

 

Enterprise Market Value

 

Revenue multiple

 

4.7x

Subordinated debt

 

 

26.1

 

 

Income

 

Required Rate of Return

 

5.7% – 15.9% (11.5%)

Collateralized loan obligations

 

 

6.7

 

 

Income

 

Discount Margin

 

22.1% – 25.0% (23.8%)

Equity

 

 

32.3

 

 

Enterprise Market Value and Asset(1)

 

EBITDA multiple

 

1.0x – 18.8x (6.4x)

Equity

 

 

0.6

 

 

Enterprise Market Value

 

Revenue multiple

 

0.4x – 0.6x (0.5x)

 

 

$

192.9

 

 

 

 

 

 

 

(1)
$0.2 million of first lien debt and $0.8 million of equity and warrants were valued using the asset approach.
(2)
The weighted averages disclosed in the table above were weighted by their relative fair value.

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets and (liabilities) as of December 31, 20162021 were as follows:

 

 

Fair Value
(in millions)

 

 

Valuation
Technique

 

Unobservable
Input

 

Range (Weighted
Average)
 (2)

First lien debt

 

$

2.5

 

 

Market

 

Broker/Dealer Quote

 

N/A

First lien debt

 

 

88.1

 

 

Income

 

Required Rate of Return

 

6.2% – 14.6% (7.4%)

First lien debt

 

 

7.6

 

 

Enterprise Market Value and Asset(1)

 

Revenue Multiple

 

0.3x

Second lien debt

 

 

29.8

 

 

Income and Asset(1)

 

Required Rate of Return

 

1.2% – 11.5% (9.7%)

Second lien debt

 

 

0.4

 

 

Enterprise Market Value

 

Revenue Multiple

 

4.7x

Subordinated debt

 

 

5.1

 

 

Income

 

Required Rate of Return

 

5.0%

Equity

 

 

53.2

 

 

Enterprise Market Value and Asset(1)

 

EBITDA Multiple

 

1.9x – 10.0x (6.4x)

Equity

 

 

3.7

 

 

Enterprise Market Value and Asset(1)

 

Revenue Multiple

 

0.4x – 0.7x (0.4x)

Equity

 

 

7.7

 

 

Income

 

Required Rate of Return

 

17.4% – 20.4% (19.1%)

 

 

$

198.2

 

 

 

 

 

 

 

 

  Fair Value
(in millions)
  

Valuation

Approach

 Unobservable Input Range (Weighted Average)
First lien debt $173.3  Income Required Rate of Return
Leverage Ratio
Adjusted EBITDA
 9.5% - 18.0% (14.2%)
2.0x – 6.4x (4.1x)
$1.8 million - $166.0 million ($24.1 million)
First lien debt $53.3  Enterprise Value Waterfall and Asset(1)   EBITDA Multiple
Adjusted EBITDA
Revenue Multiple
Revenue
 4.5x – 9.0x (6.3x)
$2.5 million - $34.3 million ($13.1 million)
0.3x – 0.3x (0.3x)
$88.1 million - $88.1 million ($88.1 million)
Second lien debt $71.5  Income Required Rate of Return
Leverage Ratio
Adjusted EBITDA
 10.0% - 17.3% (13.3%)
0.0x – 7.5x (5.0x)
$8.1 million - $166.0 million ($76.5 million)
Subordinated debt $114.6  Income Required Rate of Return
Leverage Ratio
Adjusted EBITDA
 11.5% – 20.0% (13.6%)
1.5x – 6.7x (4.1x)
2.0 million - $63.7 million ($21.4 million)
Subordinated debt $35.6  Enterprise Value Waterfall and Asset(1)   EBITDA Multiple
Adjusted EBITDA
 5.0x – 8.7x (6.3x)
$1.8 million – $27.6 million ($15.7 million)
Equity and warrants $93.3  Enterprise Value Waterfall EBITDA Multiple
Adjusted EBITDA
 4.5x – 12.2x (7.6%)
$1.8 million - $63.7 million ($17.5 million)
Written Call Option $(2.7) Enterprise Value Waterfall EBITDA Multiple
Adjusted EBITDA
 6.25x – 6.25x (6.25x)
$27.6 million - $27.6 million ($27.6 million)
(1)
$0.6 million in first lien debt, $0.1 million in second lien debt, and $0.6 million in equity and warrants were valued using the asset approach.
(2)
The weighted averages disclosed in the table above were weighted by their relative fair value.

LOGAN RIDGE FINANCE CORPORATION

(1)$2.5 million in subordinated debt and $2.6 million in first lien debt were valued using the asset approach

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

 

27

The significant unobservable inputs used in the valuation of the Company’s investments are required rate of return, adjusted EBITDA, EBITDA multiples, and revenue revenue multiples, and leverage ratios.multiples. Changes in any of these unobservable inputs could have a significant impact on the Company’s estimate of fair value. An increase (decrease) in the required rate of return or leverage will result in a lower (higher) estimate of fair value while an increase (decrease) in adjusted EBITDA EBITDA multiples, revenue, or revenue multiples will result in a higher (lower) estimate of fair value.

Great Lakes Funding II LLC

Capitala Senior Liquid Loan Fund I, LLC

On March 24, 2015,In August 2022, the Company and Trinity Universal Insurance Company (“Trinity”invested in Great Lakes Funding II LLC - Series A (the “Great Lakes II Joint Venture”), a subsidiaryjoint venture with an investment strategy to underwrite and hold senior, secured unitranche loans made to middle-market companies. The Company treats its investment in the Great Lakes II Joint Venture as a joint venture since an affiliate of Kemper Corporation, entered intothe Adviser controls a 50% voting interest in the Great Lakes II Joint Venture.

The Great Lakes II Joint Venture is a Delaware series limited liability company, agreementand pursuant to co-manage CSLLF. The purpose and design of the joint venture was to invest primarily in broadly syndicated senior secured loans to middle-market companies, which were purchased on the secondary market. Capitala and Trinity committed to provide $25.0 million of equity to CSLLF, with Capitala providing $20.0 million and Trinity providing $5.0 million, resulting in an 80%/20% economic ownership between the two parties. The board of directors and investment committee of CSLLF were split 50/50 between Trinity and Capitala, resulting in equal voting power between the two entities. In September 2016, the Company and Trinity elected to wind-down operations of CSLLF. During the fourth quarter of 2016, CSLLF sold all referenced assets underlying the total return swap (“TRS”) and declared final distributions, inclusive of dividends and return of capital.

Because the TRS was wound down in a prior period, only comparative period disclosures are included herein. For the three and nine months ended September 30, 2016, the Company received $0.5 million and $1.6 million, respectively, in dividend income from its equity interest in CSLLF.

On March 27, 2015, CSLLF entered into a TRS with Bank of America, N.A. (“Bank of America”) that was indexed to a basket of senior secured loans purchased by CSLLF. CSLLF obtained the economic benefit of the loans underlying the TRS, including the net interest spread between the interest income generated by the underlying loans and the interest expense type payment under the TRS, the realized gain (loss) on liquidated loans, and the unrealized appreciation (depreciation) on the underlying loans.

The terms of the TRS were governedGreat Lakes Funding II LLC Limited Liability Company Agreement (the “Great Lakes II LLC Agreement”), prior to the end of the investment period with respect to each series established under the Great Lakes II LLC Agreement, each member of the predecessor series would be offered the opportunity to roll its interests into any subsequent series of the Great Lakes II Joint Venture. The Company does not pay any advisory fees in connection with its investment in the Great Lakes II Joint Venture. Certain other funds managed by an ISDA 2002 Master Agreement, the Schedule thereto, and Credit Support AnnexAdviser or its affiliates have also invested in the Great Lakes II Joint Venture.

The fair value of the Company’s investment in the Great Lakes II Joint Venture at September 30, 2022 was $0.3 million. Fair value has been determined utilizing the net asset value as a practical expedient pursuant to such Schedule, and the confirmation exchanged thereunder, between CSLLF and Bank of America, which collectively established the TRS, and are collectively referred to herein as the “TRS Agreement.”US GAAP. Pursuant to the terms of the TRSGreat Lakes II LLC Agreement, CSLLF selectedthe Company generally may not effect any direct or indirect sale, transfer, assignment, hypothecation, pledge or other disposition of or encumbrance upon its interests in the Great Lakes II Joint Venture, except that the Company may sell or otherwise transfer its interests with the consent of the managing members of the Great Lakes II Joint Venture or to an affiliate or a portfoliosuccessor to substantially all of loans withthe assets of the Company.

As of September 30, 2022, the Company has a maximum market value (determined at the time each such loan becomes subject$0.2 million unfunded commitment to the TRS) of $100.0 million, which was also referred to asGreat Lakes II Joint Venture.

Note 5. Transactions With Affiliated Companies

During the maximum notional amount of the TRS. Each individual loan, and the portfolio of loans taken as a whole, had to meet criteria described in the TRS Agreement. CSLLF received from Bank of America a periodic payment on set dates that was based upon any coupons, both earned and accrued, generated by the loans underlying the TRS, subject to limitations described in the TRS Agreement as well as any fees associated with the loans included in the portfolio. CSLLF paid to Bank of America interest at a rate equal to the London Interbank Offered Rate (“LIBOR”) plus 1.25% per annum; the LIBOR option paid by CSLLF was determined on an asset by asset basis such that the tenor of the LIBOR option (1 month, 3 month, etc.) matched the tenor of the underlying reference asset. In addition, upon the termination of any loan subject to the TRS or any repayment of the underlying reference asset, CSLLF either received from Bank of America the appreciation in the value of such loan, or paid to Bank of America any depreciation in the value of such loan.

CSLLF was required to pay an unused facility fee of 1.25% on any amount of unused facility under the minimum facility amount of $70.0 million as outlined in the TRS Agreement. Such unused facility fees were not applied during the first 4 months and last 60 days of the term of the TRS. CSLLF also agreed to pay Bank of America customary fees and expenses in connection with the establishment and maintenance of the TRS.

CSLLF was required to initially cash collateralize a specified percentage of each loan (generally 20% to 35% of the market value of senior secured loans) included under the TRS in accordance with margin requirements described in the TRS Agreement. As of December 31, 2016, CSLLF had posted $0.0 million in collateral to Bank of America in relation to the TRS, which was recorded on CSLLF’s statements of assets and liabilities as cash held as collateral on total return swap. The cash collateral represented CSLLF’s maximum credit exposure as of December 31, 2016.

28

In connection with the TRS, CSLLF made customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar transactions governed by an ISDA 2002 Master Agreement.

CSLLF’s receivable due on the TRS represents realized amounts from payments on underlying loans in the total return swap portfolio. At December 31, 2016, the receivable due on TRS was $0.1 million and is recorded on CSLLF’s statement of assets and liabilities below. CSLLF does not offset collateral posted in relation to the TRS with any unrealized appreciation or depreciation outstanding in the statement of assets and liabilities as of December 31, 2016.

Transactions in TRS contracts during the three and nine months ended September 30, 2016 resulted2022, the Company had investments in $1.4 million and $2.8 million, respectively, in realized gains and $0.8 million and $2.4 million, respectively, in unrealized appreciation, which was recorded on CSLLF’s statements of operations below.

The following representsportfolio companies designated as affiliates under the volume of the CSLLF’s derivative transactions during the three and nine months ended September 30, 20161940 Act. Transactions with affiliates were as follows (dollars in thousands):

Company (4)

 

Type of Investment

 

Principal Amount

 

 

Amount of Interest, Fees or Dividends Credited to Income (1)

 

 

December 31,
2021
Fair Value

 

 

Gross Additions (2)

 

 

Gross Reductions (3)

 

 

Realized Gain/(Loss)

 

 

Unrealized Appreciation (Depreciation)

 

 

September 30,
2022
Fair Value

 

Affiliate investments (6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Burgaflex Holdings, LLC

 

Common Stock Class B (1,085,073 shares)

 

$

 

 

$

 

 

$

1,528

 

 

$

 

 

$

 

 

$

 

 

$

1,377

 

 

$

2,905

 

Burgaflex Holdings, LLC

 

Common Stock Class A (1,253,198 shares)

 

 

 

 

 

 

 

 

1,193

 

 

 

 

 

 

 

 

 

 

 

 

721

 

 

 

1,914

 

 

 

 

 

 

 

 

 

 

 

 

2,721

 

 

 

 

 

 

 

 

 

 

 

 

2,098

 

 

 

4,819

 

GA Communications, Inc.

 

Series A-1 Preferred Stock (1,998 shares)

 

 

 

 

 

 

 

 

4,394

 

 

 

 

 

 

 

 

 

 

 

 

(571

)

 

 

3,823

 

GA Communications, Inc.

 

Series B-1 Common Stock (200,000 shares)

 

 

 

 

 

 

 

 

185

 

 

 

 

 

 

 

 

 

 

 

 

(185

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,579

 

 

 

 

 

 

 

 

 

 

 

 

(756

)

 

 

3,823

 

Great Lakes II Funding LLC

 

Series A

 

 

 

 

 

 

 

 

 

 

 

277

 

 

 

 

 

 

 

 

 

(7

)

 

 

270

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

277

 

 

 

 

 

 

 

 

 

(7

)

 

 

270

 

GreenPark Infrastructure, LLC

 

Series A (400 Units)

 

 

 

 

 

 

 

 

 

 

 

200

 

 

 

 

 

 

 

 

 

 

 

 

200

 

GreenPark Infrastructure, LLC

 

Series M-1 (200 Units)

 

 

 

 

 

 

 

 

 

 

 

69

 

 

 

 

 

 

 

 

 

 

 

 

69

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

269

 

 

 

 

 

 

 

 

 

 

 

 

269

 

LJS Partners, LLC

 

Preferred Units (202,336 units)

 

 

 

 

 

 

 

 

843

 

 

 

 

 

 

 

 

 

 

 

 

91

 

 

 

934

 

LJS Partners, LLC

 

Common Membership Units (2,593,234 units)

 

 

 

 

 

 

 

 

7,164

 

 

 

 

 

 

 

 

 

 

 

 

(4,472

)

 

 

2,692

 

 

 

 

 

 

 

 

 

 

 

 

8,007

 

 

 

 

 

 

 

 

 

 

 

 

(4,381

)

 

 

3,626

 

MMI Holdings, LLC

 

First Lien Debt (12.0% Cash, Due 4/1/22)

 

 

2,600

 

 

 

229

 

 

 

2,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,600

 

MMI Holdings, LLC

 

Second Lien Debt (6.0% Cash, Due 4/1/22)

 

 

400

 

 

 

18

 

 

 

400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

400

 

MMI Holdings, LLC (5)

 

Preferred Units (1,000 units, 6.0% PIK Dividend)

 

 

 

 

 

89

 

 

 

1,898

 

 

 

89

 

 

 

 

 

 

 

 

 

(136

)

 

 

1,851

 

MMI Holdings, LLC

 

Common Membership Units (45 units)

 

 

 

 

 

 

 

 

63

 

 

 

 

 

 

 

 

 

 

 

 

(63

)

 

 

 

 

 

 

 

 

 

 

 

336

 

 

 

4,961

 

 

 

89

 

 

 

 

 

 

 

 

 

(199

)

 

 

4,851

 

Nth Degree Investment Group, LLC

 

Membership Units (6,088,000 Units)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,937

 

 

 

1,937

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,937

 

 

 

1,937

 

RAM Payment, LLC

 

First Lien Debt (6.5% Cash (1 month LIBOR + 5.0%), 1.5% Floor), Due 1/4/24)

 

 

969

 

 

 

61

 

 

 

998

 

 

 

 

 

 

(44

)

 

 

 

 

 

(2

)

 

 

952

 

RAM Payment, LLC

 

First Lien Debt (9.8% Cash, Due 1/4/24)

 

 

2,627

 

 

 

212

 

 

 

2,706

 

 

 

 

 

 

(118

)

 

 

 

 

 

(1

)

 

 

2,587

 

RAM Payment, LLC (5)

 

Preferred Units (86,000 units, 8.0% PIK Dividend)

 

 

 

 

 

51

 

 

 

3,726

 

 

 

51

 

 

 

 

 

 

 

 

 

(908

)

 

 

2,869

 

 

 

 

 

 

 

 

 

324

 

 

 

7,430

 

 

 

51

 

 

 

(162

)

 

 

 

 

 

(911

)

 

 

6,408

 

Sierra Hamilton Holdings Corporation

 

Second Lien Debt (15.0%, Due 9/12/23)

 

 

3

 

 

 

1

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Sierra Hamilton Holdings Corporation

 

Common Stock (15,068,000 shares)

 

 

 

 

 

 

 

 

330

 

 

 

 

 

 

 

 

 

 

 

 

(129

)

 

 

201

 

 

 

 

 

 

 

 

 

1

 

 

 

333

 

 

 

 

 

 

 

 

 

 

 

 

(129

)

 

 

204

 

V12 Holdings, Inc.

 

Second Lien Debt

 

 

509

 

 

 

 

 

 

509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

509

 

 

 

 

 

 

 

 

 

 

 

 

509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

509

 

Total Affiliate investments

 

 

 

 

$

661

 

 

$

28,540

 

 

$

686

 

 

$

(162

)

 

$

 

 

$

(2,348

)

 

$

26,716

 

Control investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vology, Inc.

 

First Lien Debt (10.5% Cash (1 month LIBOR + 8.5%, 2.0% Floor), Due 3/31/22)

 

$

 

 

$

228

 

 

$

3,635

 

 

$

 

 

$

(3,635

)

 

$

 

 

$

 

 

 

 

Vology, Inc.

 

Class A Preferred Units (9,041,810 Units)

 

 

 

 

 

 

 

 

3,204

 

 

 

 

 

 

 

 

 

(5,215

)

 

 

2,011

 

 

 

 

Vology, Inc.

 

Membership Units (5,363,982 Units)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Control investments

 

 

 

 

$

228

 

 

$

6,839

 

 

$

 

 

$

(3,635

)

 

$

(5,215

)

 

$

2,011

 

 

$

 

 

  For the
Three Months
Ended
September 30, 2016
  For the
Nine Months
Ended
September 30, 2016
 
Average notional par amount of contract $68,935  $74,674 

LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

 

(1)

Represents the total amount of interest, original issue discount, fees and dividends credited to income for the portion of the year an investment was included in Affiliate or Control categories, respectively.

(2)

Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments, accrued PIK and accretion of original issue discount. Gross additions also include transfers into Affiliate or Control classification.

(3)

Gross reductions include decreases in the cost basis of investments resulting from principal repayments and sales. Gross reductions also include transfers out of Affiliate or Control classification.

(4)

All debt investments are income producing. Equity and warrant investments are non-income producing, unless otherwise noted.

(5)

The equity investment is income producing, based on rate disclosed.

(6)

During the second quarter of 2022, Eastport Holdings, LLC completed a refinancing and recapitalization transaction. Logan Ridge received $16.5 million in cash and $19.3 million in principal of a new debt security in exchange for all of its previous debt and equity securities, which resulted in a realized gain of approximately $16.0 million on the Company's equity interest. As a result of this transaction, Eastport Holdings, LLC is no longer an affiliate of the Company.

Below is certain summarized financial information for CSLLF as ofDuring the year ended December 31, 2016 and for2021, the three and nine months ended September 30, 2016Company had investments in portfolio companies designated as affiliates under the 1940 Act. Transactions with affiliates were as follows (dollars in thousands):

Company (4)

 

Type of Investment

 

Principal Amount

 

 

Amount of Interest, Fees or Dividends Credited to Income (1)

 

 

December 31,
2020
Fair Value

 

 

Gross Additions (2)

 

 

Gross Reductions (3)

 

 

Realized Gain/(Loss)

 

 

Unrealized Appreciation (Depreciation)

 

 

December 31,
2021
Fair Value

 

Affiliate investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Burgaflex Holdings, LLC

 

First Lien Debt (12.0% Cash, 3.0% PIK, Due 3/23/21)

 

$

 

 

$

152

 

 

$

13,597

 

 

$

 

 

$

(13,597

)

 

$

 

 

$

 

 

$

 

Burgaflex Holdings, LLC

 

Common Stock Class B (1,085,073 shares)

 

 

 

 

 

 

 

 

1,338

 

 

 

 

 

 

 

 

 

 

 

 

190

 

 

 

1,528

 

Burgaflex Holdings, LLC

 

Common Stock Class A (1,253,198 shares)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,193

 

 

 

1,193

 

 

 

 

 

 

 

 

 

152

 

 

 

14,935

 

 

 

 

 

 

(13,597

)

 

 

 

 

 

1,383

 

 

 

2,721

 

City Gear, LLC

 

Membership Unit Warrants

 

 

 

 

 

 

 

 

2,011

 

 

 

 

 

 

(2,215

)

 

 

2,215

 

 

 

(2,011

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,011

 

 

 

 

 

 

(2,215

)

 

 

2,215

 

 

 

(2,011

)

 

 

 

Eastport Holdings, LLC

 

Second Lien Debt (13.5% Cash (3 month LIBOR + 13.0%, 0.5% Floor), Due 4/30/22)

 

 

16,500

 

 

 

2,402

 

 

 

16,500

 

 

 

123

 

 

 

 

 

 

 

 

 

(123

)

 

 

16,500

 

Eastport Holdings, LLC

 

Membership Units (22.9% ownership)

 

 

 

 

 

 

 

 

20,294

 

 

 

 

 

 

 

 

 

 

 

 

(3,975

)

 

 

16,319

 

 

 

 

 

 

 

 

 

2,402

 

 

 

36,794

 

 

 

123

 

 

 

 

 

 

 

 

 

(4,098

)

 

 

32,819

 

GA Communications, Inc.

 

Series A-1 Preferred Stock (1,998 shares)

 

 

 

 

 

 

 

 

4,066

 

 

 

 

 

 

 

 

 

 

 

 

328

 

 

 

4,394

 

GA Communications, Inc.

 

Series B-1 Common Stock (200,000 shares)

 

 

 

 

 

 

 

 

146

 

 

 

 

 

 

 

 

 

 

 

 

39

 

 

 

185

 

 

 

 

 

 

 

 

 

 

 

 

4,212

 

 

 

 

 

 

 

 

 

 

 

 

367

 

 

 

4,579

 

LJS Partners, LLC

 

Preferred Units (202,336 units)

 

 

 

 

 

 

 

 

756

 

 

 

 

 

 

 

 

 

 

 

 

87

 

 

 

843

 

LJS Partners, LLC

 

Common Membership Units (2,593,234 units)

 

 

 

 

 

24

 

 

 

3,951

 

 

 

 

 

 

 

 

 

 

 

 

3,213

 

 

 

7,164

 

 

 

 

 

 

 

 

 

24

 

 

 

4,707

 

 

 

 

 

 

 

 

 

 

 

 

3,300

 

 

 

8,007

 

MMI Holdings, LLC

 

First Lien Debt (12.0% Cash, Due 1/31/22)

 

 

2,600

 

 

 

316

 

 

 

2,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,600

 

MMI Holdings, LLC

 

Second Lien Debt (6.0% Cash, Due 1/31/22)

 

 

400

 

 

 

24

 

 

 

400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

400

 

MMI Holdings, LLC (5)

 

Preferred Units (1,000 units, 6.0% PIK Dividend)

 

 

 

 

 

110

 

 

 

1,815

 

 

 

110

 

 

 

 

 

 

 

 

 

(27

)

 

 

1,898

 

MMI Holdings, LLC

 

Common Membership Units (45 units)

 

 

 

 

 

 

 

 

204

 

 

 

 

 

 

 

 

 

 

 

 

(141

)

 

 

63

 

 

 

 

 

 

 

 

 

450

 

 

 

5,019

 

 

 

110

 

 

 

 

 

 

 

 

 

(168

)

 

 

4,961

 

Navis Holdings, Inc.

 

First Lien Debt (9.0% Cash, 2.0% PIK, Due 6/30/23)

 

 

 

 

 

993

 

 

 

10,882

 

 

 

181

 

 

 

(11,212

)

 

 

 

 

 

149

 

 

 

 

Navis Holdings, Inc.

 

Class A Preferred Stock (1,000 shares)

 

 

 

 

 

100

 

 

 

986

 

 

 

 

 

 

(1,000

)

 

 

 

 

 

14

 

 

 

 

Navis Holdings, Inc.

 

Common Stock (60,000 shares)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(260

)

 

 

260

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,093

 

 

 

11,868

 

 

 

181

 

 

 

(12,472

)

 

 

260

 

 

 

163

 

 

 

 

Nth Degree Investment Group, LLC

 

Membership Units (6,088,000 Units)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RAM Payment, LLC

 

First Lien Debt (6.5% Cash (1 month LIBOR + 5.0%), 1.5% Floor), Due 1/4/24)

 

 

983

 

 

 

126

 

 

 

2,451

 

 

 

 

 

 

(1,455

)

 

 

 

 

 

2

 

 

 

998

 

RAM Payment, LLC

 

First Lien Debt (9.8% Cash, Due 1/4/24)

 

 

2,666

 

 

 

517

 

 

 

6,646

 

 

 

 

 

 

(3,939

)

 

 

 

 

 

(1

)

 

 

2,706

 

RAM Payment, LLC (5)

 

Preferred Units (86,000 units, 8.0% PIK Dividend)

 

 

 

 

 

124

 

 

 

2,874

 

 

 

69

 

 

 

 

 

 

 

 

 

783

 

 

 

3,726

 

 

 

 

 

 

 

 

 

767

 

 

 

11,971

 

 

 

69

 

 

 

(5,394

)

 

 

 

 

 

784

 

 

 

7,430

 

Sierra Hamilton Holdings Corporation

 

Second Lien Debt (15.0%, Due 9/12/23)

 

 

3

 

 

 

108

 

 

 

441

 

 

 

12

 

 

 

(450

)

 

 

 

 

 

 

 

 

3

 

Sierra Hamilton Holdings Corporation

 

Common Stock (15,068,000 shares)

 

 

 

 

 

 

 

 

977

 

 

 

 

 

 

 

 

 

 

 

 

(647

)

 

 

330

 

 

 

 

 

 

 

 

 

108

 

 

 

1,418

 

 

 

12

 

 

 

(450

)

 

 

 

 

 

(647

)

 

 

333

 

V12 Holdings, Inc.

 

Second Lien Debt

 

 

509

 

 

 

 

 

 

490

 

 

 

 

 

 

 

 

 

 

 

 

19

 

 

 

509

 

 

 

 

 

 

 

 

 

 

 

 

490

 

 

 

 

 

 

 

 

 

 

 

 

19

 

 

 

509

 

Total Affiliate investments

 

 

 

 

$

4,996

 

 

$

93,425

 

 

$

495

 

 

$

(34,128

)

 

$

2,475

 

 

$

(908

)

 

$

61,359

 

Control investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vology, Inc.

 

First Lien Debt (10.5% Cash (1 month LIBOR + 8.5%, 2.0% Floor), Due 3/31/22)

 

$

3,586

 

 

$

293

 

 

$

3,732

 

 

$

 

 

$

(97

)

 

$

 

 

$

 

 

 

3,635

 

Vology, Inc.

 

Class A Preferred Units (9,041,810 Units)

 

 

 

 

 

 

 

 

4,687

 

 

 

 

 

 

 

 

 

 

 

 

(1,483

)

 

 

3,204

 

Vology, Inc.

 

Membership Units (5,363,982 Units)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Control investments

 

 

 

 

$

293

 

 

$

8,419

 

 

$

 

 

$

(97

)

 

$

 

 

$

(1,483

)

 

$

6,839

 

 


Selected Statements of Assets and Liabilities:LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

 

  As of
December 31,
2016
 
ASSETS    
Receivable due on Total Return Swap $82 
Total assets $82 
     
LIABILITIES    
Distribution payable $82 
Total liabilities $82 
     
NET ASSETS    
Total net assets $ 
Total liabilities and net assets $82 

(1)

Represents the total amount of interest, original issue discount, fees and dividends credited to income for the portion of the year an investment was included in Affiliate or Control categories, respectively.

(2)

Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments, accrued PIK and accretion of original issue discount. Gross additions also include transfers into Affiliate or Control classification.

(3)

Gross reductions include decreases in the cost basis of investments resulting from principal repayments and sales. Gross reductions also include transfers out of Affiliate or Control classification.

(4)

All debt investments are income producing. Equity and warrant investments are non-income producing, unless otherwise noted.

(5)

The equity investment is income producing, based on rate disclosed.

 


Selected Statements of Operations (unaudited):LOGAN RIDGE FINANCE CORPORATION

  For the
Three Months
  For the
Nine Months
 
  Ended  Ended 
  September 30, 2016  September 30, 2016 
       
Administrative and legal expenses $(15) $(131)
Net operating loss $(15) $(131)
         
Net realized gain on Total Return Swap $1,374  $2,810 
Net unrealized appreciation on Total Return Swap  775   2,380 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $2,134  $5,059 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

29

(Unaudited)

 

Note 5.6. Agreements

On September 24, 2013,July 1, 2021, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with ourthe Investment Advisor, which was initially approved by the BoardCompany’s stockholders on June 10, 2013.May 27, 2021. Unless earlier terminated in accordance with its terms, the Investment Advisory Agreement will remain in effect until July 1, 2023, a period of two years from the date it first became effective and will remain in effect from year-to-year thereafter if approved annually by the Board or by a majority of our outstanding voting securities, including, in either case, by a majority of our non-interested directors. The Investment Advisory Agreement was most recently re-approved bydirectors who are not "interested persons" as such term is defined in Section 2(a)(19) of the Board, including by a majority of our non-interested directors, at an in-person meeting on August 3, 2017.1940 Act ("Independent Directors"). Subject to the overall supervision of the Board, the Investment Advisor manages our day-to-day operations and provides investment advisory and management services to us. Under the terms of the Investment Advisory Agreement, the Investment Advisor:

• determines the composition of our portfolio, the nature and timing of the changes to our portfolio, and the manner of implementing such changes;

·determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;

• identifies, evaluates, and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies);

·identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies);

• closes and monitors the investments we make; and

·closes and monitors the investments we make; and

·provides us with other investment advisory, research and related services as we may from time to time require.

• provides us with other investment advisory, research, and related services as we may from time to time require.

The Investment Advisor’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired.

The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith, or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Investment Advisor and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our Investment Advisor’s services under the Investment Advisory Agreement or otherwise as Investment Advisor for the Company.

Pursuant to the Investment Advisory Agreement, the Company has agreed to pay the Investment Advisor a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee.

The base management fee is calculated at an annual rate of 1.75% of the gross assets, which are the total assets reflected on the consolidated statements of assets and liabilities and includes any borrowings for investment purposes. Although the Company does not anticipate making significant investments in derivative financial instruments, the fair value of any such investments, which will not necessarily equal their notional value, will be included in the calculation of gross assets. For services rendered under the Investment Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee was initiallyis calculated based on the value of the gross assets at the end of the first calendar quarter subsequent to the IPO, and thereafter based on the average value of the gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.

The incentive fee consists of the following two parts:

The first part of the incentive fee is calculated and payable quarterly in arrears based on the 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 commitment, origination, structuring, diligence, and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement to our Administrator, and any interest expense and dividends 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 original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 2.0% per quarter (8.0% annualized). The net investment income used to calculate this part of the incentive fee is also included in the amount of the gross assets used to calculate the 1.75% base management fee. The Company pays the Investment Advisor an incentive fee with respect to the pre-incentive fee net investment income in each calendar quarter as follows:

·no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle of 2.0%;

• 100% of the pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle but is less than 2.5% in any calendar quarter (10.0% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle but is less than 2.5%) as the “catch-up.” The “catch-up” is meant to provide the Investment Advisor with 20% of the pre-incentive fee net investment income as if a hurdle did not apply if this net investment income exceeds 2.5% in any calendar quarter; and

30

·100% of the pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle but is less than 2.5% in any calendar quarter (10.0% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle but is less than 2.5%) as the “catch-up.” The “catch-up” is meant to provide the Investment Advisor with 20% of the pre-incentive fee net investment income as if a hurdle did not apply if this net investment income exceeds 2.5% in any calendar quarter; and

·20% of the amount of the pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Advisor (once the hurdle is reached and the catch-up is achieved, 20% of all pre-incentive fee investment income thereafter is allocated to the Investment Advisor).

As announced on January 4, 2016, the Investment Advisor has voluntarily agreed to waive all or such portion of the quarterly incentive fees earned by the Investment Advisor that would otherwise cause the Company’s quarterly net investment income to be less than the distribution payments declared by the Board. Quarterly incentive fees are earned by the Investment Advisor pursuant to the Investment Advisory Agreement. Incentive fees subject to the waiver cannot exceed the amount of incentive fees earned during the period, as calculated on a quarterly basis. The Investment Advisor will not be entitled to recoup any amount of incentive fees that it waives. The waiver was effective in the fourth quarter of 2015 and will continue unless otherwise publicly disclosed by the Company.

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year, (or upon terminationcommencing on December 31, 2021, and equals 20.0% of the Investment Advisory Agreement, as of the termination date), and will equal 20% of ourCompany’s realized capital gains, if any, on a cumulative basis with respect to each of the investments in the Company’s portfolio from inceptionthe fiscal quarter ending on or immediately prior to July 1, 2021 through the end of each calendar year beginning with the calendar year ending December 31, 2021, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from September 30, 2021 through the end of each calendar year beginning with the calendar year ending December 31, 2021, less the aggregate amount of any previously paid capital gain incentive fees under the Investment Advisory Agreement. Any realized capital gains, realized capital losses and unrealized capital depreciation with respect to eachthe Company’s portfolio as of the investments in our portfolio.end of the fiscal quarter ending on or immediately prior to July 1, 2021 are excluded from the calculations of the capital gains fee. In the event that the Investment Advisory Agreement terminates as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a capital gains fee.

The Company will defer cash payment of the portion of any incentive fee otherwise earned by the Investment Advisor that would, when taken together with all other incentive fees paid to the Investment Advisor during the most recent 12 full calendar month period ending on or prior to the date such payment is to be made, exceed 20% of the sum of (a) the pre-incentive fee net investment income during such period, (b) the net unrealized appreciation or depreciation during such period and (c) the net realized capital gains or losses during such period. Any deferred incentive fees will be carried over for payment in subsequent calculation periods to the extent


LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

such payment is payable under the Investment Advisory Agreement. As of September 30, 20172022 and December 31, 2016,2021, the Company had incentive fees payable to the Investment Advisor of $2.2 millionzero and $6.4 million, respectively.zero related to fees earned in prior years but deferred under the incentive fee deferral mechanism.

As part of the Transaction, the Investment Advisor entered into a two-year contractual fee waiver (the “Fee Waiver”) with the Company to waive, to the extent necessary, any capital gains fee under the Investment Advisory Agreement that exceeds what would have been paid to Capitala in the aggregate over such two-year period under the prior advisory agreement.

For the three months ended September 30, 20172022 and 2016,2021, the Company incurred $2.4$0.9 million and $2.6$1.1 million in base management fees, respectively. The Company incurred $0.0 million and $1.8 million indid not earn an incentive feesfee related to pre-incentive fee net investment income or capital gains for both the three months ended September 30, 20172022 and 2016, respectively. For the three months ended September 30, 2017 and 2016, the Investment Advisor waived incentive fees of $0.0 million and $0.3 million, respectively.

2021.

For the nine months ended September 30, 20172022 and 2016,2021, the Company incurred $7.4$2.9 million and $8.0$3.8 million in base management fees, respectively. The Company incurred $1.3 million and $5.2 million indid not earn an incentive feesfee related to pre-incentive fee net investment income or capital gains for both the nine months ended September 30, 20172022 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, the Investment Advisor waived incentive fees of $1.0 million and $1.7 million, respectively.2021.

On September 24, 2013,July 1, 2021, the Company entered into the Administration Agreement, pursuant to which the Administrator has agreed to furnish the Company with office facilities, equipment and clerical, bookkeeping, and record keeping services at such facilities. The Administrator also performs or oversees the performance of the required administrative services, which include, among other things, being responsible for the financial records that the Company is required to maintain and preparing reports to our stockholders. In addition, the Administrator assists in determining and publishing the NAV,net asset value, oversees the preparation and filing of the tax returns and the printing and dissemination of reports to the stockholders, and generally oversees the payment of the expenses and the performance of administrative and professional services rendered to the Company by others.

Payments under the Administration Agreement are equal to an amount based upon the allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and the allocable portion of the compensation of the chief financial officer, and the chief compliance officer, and their respective administrative support staff. Under the Administration Agreement, the Administrator will also provide, on the Company’s behalf, managerial assistance to those portfolio companies that request such assistance. Unless terminated earlier in accordance with its terms, the Administration Agreement will remain in effect until July 1, 2021, a period of two years from the date it first became effective and will remain in effect from year-to-year thereafter if approved annually by the Board. The Board most recently approved the renewal of the Administration Agreement on August 3, 2017. 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 any incremental profit to our Administrator. Stockholder approval is not required to amend the Administration Agreement.

31

For the three and nine months ended September 30, 2017,2022 and 2021, the Company paid the Administrator $0.3accrued $0.2 million and $0.8 million, respectively, for the Company’s allocable portion of the Administrator’s overhead. For the three and nine months ended September 30, 2016, the Company paid the Administrator $0.3 million and $0.8$0.2 million, respectively, for the Company’s allocable portion of the Administrator’s overhead.

For the nine months ended September 30, 2022 and 2021, the Company accrued $0.4 million and $0.9 million, respectively, for the Company’s allocable portion of the Administrator’s overhead.

The Administration Agreement provides that, absent willful misfeasance, bad faith, or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our Administrator and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our Administrator’s services under the Administration Agreement or otherwise as Administrator for the Company.

Note 6.7. Related Party Transactions

AtAs of September 30, 20172022 and December 31, 2016,2021, the Company had the following receivables from (payables to) related parties relating to certain$0.9 million and $1.1 million of management fees,and incentive fees reimbursable expenses, and other payments owed to related parties (dollars in thousands):

  September 30,
2017
  December 31,
2016
 
CapitalSouth Corporation $74  $182 
CapitalSouth Partners Florida Sidecar Fund II, L.P.     (35)
Capitala Investment Advisors, LLC  (2,228)  (6,426)
Total $(2,154) $(6,279)

payable. These amounts are reflected in the accompanying consolidated statements of assets and liabilities under the captions, “Due from related parties”,caption “Management and incentive fee payable” and “Duefees payable."

During the three months ended September 30, 2022, there were no transactions subject to related parties.”

On August 31, 2016,Rule 17a-7 under the 1940 Act. During the nine months ended September 30, 2022, the Company sold assets$7.9 million in total investments to FSC II in exchange for 100% of the partnership interests in FSC II. Concurrent with the sale of these assets to FSC II, the Company received cash consideration of $47.6 million from an affiliated third-party purchaserfund in exchange for 100% of the partnership interests of FSC II. The Company’s Board pre-approved this transactionaccordance with, and pursuant to Section 57(f)procedures adopted under, Rule 17a-7 of the 1940 Act. Capitala Advisors Corp.,Realized losses on those sales for the Company’s administrator, also serves assame period amounted to less than $0.1 million. There were no transactions subject to Rule 17a-7 under the administrator to FSC II. See Note 4 for a further description of this transaction.

1940 Act during the three and nine months ended September 30, 2021.

Note 7.8. Borrowings

SBASBA-guaranteed Debentures

The Company, through its two wholly owned subsidiaries, usessubsidiary Fund III, historically used debenture leverage provided through the SBA to fund a portion of its investment portfolio. As of September 30, 2017 and December 31, 2016, the Company has $170.7 million of SBA-guaranteed debentures outstanding. The Company has issued all SBA-guaranteed debentures that were permitted under each of the Legacy Funds’ respective SBIC licenses (as applicable), and there are no unused SBA debenture commitments remaining. SBA-guaranteed debentures are secured by a lien on all assets of Fund II and Fund III. As of September 30, 2017 and December 31, 2016, Fund II andOn June 10, 2021, Fund III had total assetsrepaid all of approximately $344.0  million and $349.4 million, respectively.its remaining SBA-guaranteed debentures. On June 10, 2014, the Company received an exemptive order from the SEC exempting the Company, Fund II, and Fund III from certain provisions of the 1940 Act (including an exemptive order granting relief from the asset coverage requirements for certain indebtedness issued by Fund II and Fund III as SBICs) and from certain reporting requirements mandated by the Securities Exchange Act of 1934, as amended, with respect to Fund II and Fund III. The Company intends to comply with the conditions of the order.

The weighted average interest rate for allOn March 1, 2019, Fund II repaid its outstanding SBA-guaranteed debentures asand relinquished its SBIC license. On June 10, 2021, Fund III repaid its SBA-guaranteed debentures and relinquished its SBIC license.

As of September 30, 20172022 and December 31, 2016 was 3.29%. In addition to the stated interest rate, the SBA also charges an annual fee on all2021, there were no SBA-guaranteed debentures issued, which is included in the Company’s interest expense. The weighted average annual fee for all SBA-guaranteed debentures as of September 30, 2017 and December 31, 2016 was 0.43%.outstanding.

The following table summarizes the historical interest expense and annual charges, and deferred financing costs, average outstanding balance, and average stated interest and annual charge rate on the SBA-guaranteed debentures for the three and nine months ended September 30, 20172022 and 20162021 (dollars in thousands):


LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

 

 For the three months ended  For the nine months ended 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest expense and annual charges $1,597  $1,724  $4,739  $5,276 

 

$

 

 

$

 

 

$

 

 

$

1,066

 

Deferred financing costs  153   157   456   477 

 

 

 

 

 

 

 

 

 

 

 

188

 

Total interest and financing expenses $1,750  $1,881  $5,195  $5,753 

 

$

 

 

$

 

 

$

 

 

$

1,254

 

Average outstanding balance

 

$

 

 

$

 

 

$

 

 

$

45,154

 

Average stated interest and annual charge rate

 

N/A

 

 

N/A

 

 

N/A

 

 

 

3.14

%

32

As of September 30, 2017 and December 31, 2016, the Company’s issued and outstanding SBA-guaranteed debentures mature as follows (dollars in thousands):

Fixed Maturity Date Interest Rate  SBA Annual
Charge
  September 30, 2017  December 31,
2016
 
March 1, 2019  4.620%  0.941%  5,000   5,000 
September 1, 2020  3.215%  0.285%  19,000   19,000 
March 1, 2021  4.084%  0.515%  15,700   15,700 
March 1, 2021  4.084%  0.285%  46,000   46,000 
March 1, 2022  2.766%  0.285%  10,000   10,000 
March 1, 2022  2.766%  0.515%  50,000   50,000 
March 1, 2023  2.351%  0.515%  25,000   25,000 
          $170,700  $170,700 

2021 Notes

On June 16, 2014, the Company issued $113.4 million in aggregate principal amount of 7.125% fixed-rate notes due 2021 (the “2021 Notes”). On May 26, 2017, the Company caused notices to be issued to the holders of its 2021 Notes regarding the Company’s exercise of its option to redeem all of the issued and outstanding 2021 Notes, pursuant to Section 1104 of the Indenture dated as of June 16, 2014, between the Company and U.S. Bank National Association, as trustee, and Section 1.01(h) of the First Supplemental Indenture dated as of June 16, 2014. The Company redeemed all $113.4 million in aggregate principal amount of the 2021 Notes on June 25, 2017. The Notes were redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon from June 16, 2017, through, but excluding, June 25, 2017. As a result of the redemption, the Company recognized a loss on the extinguishment of debt of $0.0 million and $2.7 million, respectively, for the three and nine months ended September 30, 2017, due to the amortization of the deferred financing costs remaining on the 2021 Notes.

The following table summarizes the interest expense and deferred financing costs, excluding debt extinguishment costs, on the 2021 Notes for the three and nine months ended September 30, 2017 and 2016 (dollars in thousands):

  For the three months ended  For the nine months ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Interest expense $  $2,021  $3,908  $6,062 
Deferred financing costs     141   293   414 
Total interest and financing expenses $  $2,162  $4,201  $6,476 

2022 Notes

On May 16, 2017, the Company issued $70.0 million in aggregate principal amount of 6.0% fixed-rate notes due May 31, 2022 (the “2022 Notes”). On May 25, 2017, the Company issued an additional $5.0 million in aggregate principal amount of the 2022 Notes pursuant to a partial exercise of the underwriters’ overallotment option. On November 1, 2021, the Company notified the Trustee for the Company's 2022 Notes, of the Company's election to redeem $50.0 million aggregate principal amount of the 2022 Notes outstanding. The redemption was completed on December 6, 2021. On May 31, 2022, the remaining 2022 Notes reached maturity, and the entire outstanding principal of the 2022 Notes became payable and was paid by the Company. Accordingly, as of September 30, 2022, there were no 2022 Notes outstanding. As of December 31, 2021, the Company had $22.8 million in aggregate principal amount of 2022 Notes outstanding.

The 2022 Notes willwere scheduled to mature on May 31, 2022 and maycould be redeemed in whole or in part at any time or from time to time at the Company’s option on or after May 31, 2019 at a redemption price equal to 100% of the outstanding principal, plus accrued and unpaid interest. Interest ison the 2022 Notes was payable quarterly beginning August 31, 2017.

quarterly. The 2022 Notes were listed on the NASDAQ Global Select Market under the trading symbol "CPTAL" with a par value of $25.00 per share.

The following table summarizes the interest expense, and deferred financing costs, average outstanding balance, and average stated interest rate on the 2022 Notes for the three and nine months ended September 30, 20172022 and 20162021 (dollars in thousands):

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest expense

 

$

 

 

$

1,092

 

 

$

609

 

 

$

3,278

 

Deferred financing costs

 

 

 

 

 

149

 

 

 

45

 

 

 

438

 

Total interest and financing expenses

 

$

 

 

$

1,241

 

 

$

654

 

 

$

3,716

 

Average outstanding balance

 

$

 

 

$

72,833

 

 

$

12,546

 

 

$

72,833

 

Average stated interest rate

 

N/A

 

 

 

6.00

%

 

 

6.00

%

 

 

6.00

%

  For the three months ended  For the nine months ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Interest expense $1,132  $  $1,687  $ 
Deferred financing costs  121      181    
Total interest and financing expenses $1,253  $  $1,868  $ 

2022 Convertible Notes

On May 26, 2017, the Company issued $50.0 million in aggregate principal amount of 5.75% fixed-rate convertible notes due on May 31, 2022 (the “2022 Convertible Notes”). On June 26, 2017, the Company issued an additional $2.1 million in aggregate principal amount of the 2022 Convertible Notes pursuant to a partial exercise of the underwriters’ overallotment option. Interest isOn May 31, 2022, the 2022 Convertible Notes reached maturity, and the entire outstanding principal of the 2022 Convertible Notes became payable, quarterly beginning Augustand was paid by the Company. Accordingly, as of September 30, 2022, there were no 2022 Convertible Notes outstanding. As of December 31, 2017.

33

2021, the Company had $52.1 million in 2022 Convertible Notes outstanding.

The 2022 Convertible Notes arewere convertible, at the holder’s option, into shares of the Company’s common stock at any time on or prior to the close of business on the business day immediately preceding the maturity date. The conversion rate for the 2022 Convertible Notes iswas initially 1.5913 shares per $25.00 principal amount of 2022 Convertible Notes (equivalent to an initial conversion price of approximately $15.71 per share of common stock). The initial conversion premium iswas approximately 14.0%. As a result of the reverse stock split, the conversion rate for the 2022 Convertible Notes was 0.2652 shares per $25.00 principal amount of 2022 Convertible Notes (equivalent to a conversion price of approximately $94.26), effective August 21, 2020. Upon conversion, the Company willwas obligated to deliver shares of its common stock (and cash in lieu of fractional shares). The conversion rate iswas subject to adjustment if certain events occuroccurred as outlined in the supplemental indenture relating to the 2022 Convertible Notes. The Company has determined that the embedded conversion option in the 2022 Convertible Notes iswas not required to be separately accounted for as a derivative under U.S. GAAP.

In addition, pursuant to a “fundamental change”, as defined in the supplemental indenture relating to the 2022 Convertible Notes, holders of the 2022 Convertible Notes maycould require the Company to repurchase for cash all or part of their 2022 Convertible Notes at a repurchase price equal to 100.0% of the principal amount of the 2022 Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the repurchase date. The 2022 Convertible Notes arewere not redeemable prior to maturity and no “sinking fund” iswas provided for the 2022 Convertible Notes.

The following table summarizes the interest expense, and deferred financing costs, average outstanding balance, and average stated interest rate on the 2022 Convertible Notes for the three and nine months ended September 30, 20172022 and 20162021 (dollars in thousands):

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest expense

 

$

 

 

$

750

 

 

$

1,239

 

 

$

2,248

 

Deferred financing costs

 

 

 

 

 

96

 

 

 

168

 

 

 

287

 

Total interest and financing expenses

 

$

 

 

$

846

 

 

$

1,407

 

 

$

2,535

 

Average outstanding balance

 

$

 

 

$

52,088

 

 

$

28,620

 

 

$

52,088

 

Average stated interest rate

 

N/A

 

 

 

5.75

%

 

 

5.75

%

 

 

5.75

%

  For the three months ended  For the nine months ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Interest expense $759  $  $1,040  $ 
Deferred financing costs  77      102    
Total interest and financing expenses $836  $  $1,142  $ 

2026 Notes

Credit FacilityOn October 29, 2021, the Company issued $50.0 million in aggregate principal amount of 5.25% fixed-rate notes due October 30, 2026 (the "2026 Notes") pursuant to a supplemental indenture with U.S. Bank National Association (the "Trustee"), which supplements that certain base indenture, dated as of June 16, 2014. The 2026 Notes were issued in a private placement exempt from registration under the Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The net proceeds to the Company were approximately $48.8 million, after deducting estimated offering expenses. The Notes will mature on October 30, 2026 and may be redeemed in whole or in part at the Company's option at any time or from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate


LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

 

of 5.25% per year payable semi-annually on April 30 and October 30 of each year, commencing on April 30, 2022. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

In connection with the offering, the Company entered into a Registration Rights Agreement, dated as of October 29, 2021 (the "Registration Rights Agreement"), with the purchasers of the 2026 Notes. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the Securities and Exchange Commission a registration statement relating to an offer to exchange the 2026 Notes for new notes issued by the Company that are registered under the Securities Act and otherwise have terms substantially identical to those of the 2026 Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective.

As of September 30, 2022 and December 31, 2021, the Company had $50.0 million, respectively in 2026 Notes outstanding.

The following table summarizes the interest expense, deferred financing costs, average outstanding balance, and average stated interest rate on the 2026 Notes for the three and nine months ended September 30, 2022 and 2021 (dollars in thousands):

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest expense

 

$

694

 

 

$

 

 

$

2,106

 

 

$

 

Deferred financing costs

 

 

50

 

 

 

 

 

 

120

 

 

 

 

Total interest and financing expenses

 

$

744

 

 

$

 

 

$

2,226

 

 

$

 

Average outstanding balance

 

$

50,000

 

 

$

 

 

$

50,000

 

 

$

 

Average stated interest rate

 

 

5.25

%

 

N/A

 

 

 

5.25

%

 

N/A

 

2032 Convertible Notes

On April 1, 2022, the Company issued $15.0 million in aggregate principal amount of 5.25% fixed-rate convertible notes due April 1, 2032 (the “2032 Convertible Notes”).

The 2032 Convertible Notes are convertible, at the holder’s option and at any time on or prior to the close of business on the business day immediately preceding the maturity date, into such number of shares of the Company’s common stock as is equal to the principal balance of the notes being converted on such date divided by the “Conversion Price,” as described below. The Company will not issue more than 539,503 shares of common stock in the aggregate under the purchase agreement governing the 2032 Convertible Notes (the “Purchase Agreement”); however, such number of shares may be adjusted from time to time to give effect to any forward or reverse stock splits with respect to the common stock as well as any further adjustments described in the purchase agreement. The “Conversion Price” will be equal to the average “Closing Sale Price” for the five “Trading Days” immediately prior to the relevant “Conversion Date,” as those terms are defined in the Purchase Agreement, subject to certain anti-dilutive provisions, as further described in the Purchase Agreement. No holder of a 2032 Convertible Note will be entitled to convert any such note or portion thereof if such conversion would result in more than $7,500,000 in principal amount of 2032 Convertible Notes being converted in any such calendar quarter. The Company has determined that the embedded conversion option in the 2032 Convertible Notes is not required to be separately accounted for as a derivative under U.S. GAAP.

The Company obtained an Investment Grade rating from a Nationally Recognized Statistical Rating Organization (“NRSRO”) with respect to the 2032 Convertible Notes. The 2032 Convertible Notes have a fixed interest rate of 5.25% per annum payable semi-annually on March 31 and September 30 of each year, commencing on September 30, 2022, subject to a step up of 0.75% per annum to the extent that the 2032 Convertible Notes are downgraded below Investment Grade by an NRSRO or the 2032 Convertible Notes no longer maintain a rating from an NRSRO. The Company will also be required to pay an additional interest rate of 2.0% per annum (x) on any overdue payment of interest and (y) during the continuance of an “Event of Default.” The Company intends to use the net proceeds from the offering of the 2032 Convertible Notes for general corporate purposes, which may include repaying outstanding indebtedness, making opportunistic investments and paying corporate expenses. In addition, on the occurrence of a “Change in Control Repurchase Event” or “Delisting Event,” as defined in the Purchase Agreement, the Company will generally be required to make an offer to purchase the outstanding 2032 Convertible Notes at a price equal to 100% of the principal amount of such 2032 Convertible Notes plus accrued and unpaid interest to the repurchase date. The 2032 Convertible Notes are redeemable prior to maturity. No “sinking fund” is provided for the 2032 Convertible Notes.

As of September 30, 2022, the Company had $15.0 million in 2032 Convertible Notes outstanding.

The following table summarizes the interest expense, deferred financing costs, average outstanding balance, and average stated interest rate on the 2032 Convertible Notes for the three and nine months ended September 30, 2022 and 2021 (dollars in thousands):

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest expense

 

$

200

 

 

$

 

 

$

423

 

 

$

 

Deferred financing costs

 

 

26

 

 

 

 

 

 

28

 

 

 

 

Total interest and financing expenses

 

$

226

 

 

$

 

 

$

451

 

 

$

 

Average outstanding balance

 

$

15,000

 

 

$

 

 

$

10,055

 

 

$

 

Average stated interest rate

 

 

5.25

%

 

N/A

 

 

 

5.25

%

 

N/A

 

KeyBank Credit Facility

On October 17, 2014,30, 2020, Capitala Business Lending, LLC ("CBL"), a direct, wholly owned, consolidated subsidiary of the Company, entered into a senior secured revolving credit agreement (the “Credit Facility”("the KeyBank Credit Facility"), with ING Capital, LLC,the Investment Advisor at the time, as collateral manager, the lenders from time to time parties thereto (each a “Lender”), KeyBank National Association, as administrative agent, arranger, and bookrunner, andU.S. Bank National Association, as custodian. The KeyBank Credit Facility was amended on May 10, 2022. Under the lenders party thereto. On June 16, 2017,KeyBank Credit Facility, the Lenders have agreed to extend credit to CBL in an aggregate principal amount of up to $75.0 million as of May 10, 2022, with an uncommitted accordion feature that allows the Company entered into an amendment to its Credit Facility with ING Capital, LLC (the “Amendment”). Pursuant to the Amendment, the Credit Facility currently provides for borrowingsborrow up to $114.5 million and may be increased up to $200.0 million pursuant to its “accordion” feature.an additional $125.0 million. The KeyBank Credit Facility matures on June 16, 2021.May


LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

 

10, 2027, unless there is an earlier termination or event of default. The period during which the Lenders may make loans to CBL under the KeyBank Credit Facility commenced on October 30, 2020 and will continue through May 10, 2025, unless there is an earlier termination or event of default. Borrowings under the KeyBank Credit Facility bear interest at 1M Term SOFR plus 2.90% during the Company’s election, at a rate per annum equal to (i) the one, two, three or six month LIBOR, as applicable, plus 3.00% or (ii) 2.00% plus the highest of (A) a prime rate, (B) the Federal Funds rate plus 0.5% and (C) three month LIBOR plus 1.0%. The Company’s ability to elect LIBOR indices with various tenors (e.g., one, two, three or six month LIBOR) on which the interest rates for borrowings under the Credit Facility are based, provides the company with increased flexibility to manage interest rate risks as compared to a borrowing arrangement that does not provide for such optionality. Once a particular LIBOR rate has been selected, the interest rate on the applicable amount borrowed will reset after the applicable tenor3-year revolving period and be based on the then applicable selected LIBOR rate (e.g., borrowings for which the Company has elected the one month LIBOR rate will reset on the one month anniversary of the period based on the then selected LIBOR rate). For any given borrowing under the Credit Facility, the Company intends to elect what it believes to be an appropriate LIBOR rate taking into account the Company’s needs at the time as well as the Company’s view of future interest rate movements. The Amendment provides for the ability to step-down the pricing of the Credit Facility from LIBOR plus 3.00% to LIBOR plus 2.75% when certain conditions are met. The Company3.25% thereafter, with a 0.40% 1M Term SOFR floor. CBL will also pay an unused commitment fee at a rate of 2.50%(1) 1.00% if utilization is less than or equal to 30.0%, (2) 0.65% if utilization is greater than 30.0% but less than or equal to 60.0%, or (3) 0.35% if utilization is greater than 60.0%, per annum on the amount (if positive) by which 40%unutilized portion of the aggregate commitments under the KeyBank Credit Facility. As of September 30, 2022 and December 31, 2021, there were draws of $45.8 million and zero, respectively, on KeyBank Credit Facility. The KeyBank Credit Facility exceedsincludes customary affirmative and negative covenants, including certain limitations on the outstanding amountincurrence of loans underadditional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of September 30, 2022 and December 31, 2021, assets pledged to secure the KeyBank Credit Facility had a fair value of $101.4 million and 0.50% per annum on any remaining unused portion of the Credit Facility.

$57.7 million, respectively.

The following table summarizes the interest expense, deferred financing costs, and unused commitment fees, average outstanding balance, and average stated interest rate on the KeyBank Credit Facility for the three and nine months ended September 30, 20172022 and 20162021 (dollars in thousands):

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest expense

 

$

436

 

 

$

82

 

 

$

692

 

 

$

136

 

Deferred financing costs

 

 

85

 

 

 

49

 

 

 

201

 

 

 

145

 

Unused commitment fees

 

 

67

 

 

 

78

 

 

 

246

 

 

 

275

 

Total interest and financing expenses

 

$

588

 

 

$

209

 

 

$

1,139

 

 

$

556

 

Average outstanding balance

 

$

32,844

 

 

$

7,554

 

 

$

19,704

 

 

$

4,282

 

Average stated interest rate

 

 

5.04

%

 

 

4.25

%

 

 

4.60

%

 

 

4.25

%

  For the three months ended  For the nine months ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Interest expense $59  $581  $874  $1,845 
Deferred financing costs  341   242   834   723 
Unused commitment fees  346   72   612   193 
Total interest and financing expenses $746  $895  $2,320  $2,761 

As of September 30, 2017 and December 31, 2016, the Company had $0.0 million and $44.0 million, respectively, outstanding under the Credit Facility. The Credit Facility is secured by investments and cash held by Capitala Finance Corp., exclusive of assets held at our two SBIC subsidiaries. Assets pledged to secure the Credit Facility had a fair value of $185.4 million at September 30, 2017. As part of the terms of the Credit Facility, the Company may not make cash distributions with respect to any taxable year that exceed 110% (125% if the Company is not in default and its covered debt does not exceed 85% of the borrowing base) of the amounts required to be distributed to maintain eligibility as a RIC and to reduce our tax liability to zero for taxes imposed on our investment company taxable income and net capital gains.

34

Note 8. Fair Value of Financial Instruments

Financial Instruments Disclosed, But Not Carried, At Fair Value

The following table presents the carrying valueoutstanding principal and fair value of the Company’s financial liabilities disclosed, but not carried, at fair value as of September 30, 2017,2022, and the level of each financial liability within the fair value hierarchy (dollars in thousands):

  Carrying
Value(1)
  Fair Value  Level 1  Level 2  Level 3 
SBA debentures $170,700  $173,577  $  $  $173,577 
2022 Notes  75,000   75,900   75,900       
2022 Convertible Notes  52,088   51,983   51,983       
Credit Facility               
Total $297,788  $301,460  $127,883  $  $173,577 

(1)Carrying value equals the gross principal outstanding at period end.

 

 

Outstanding
Principal

 

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

2026 Notes

 

$

50,000

 

 

$

50,000

 

 

$

 

 

$

 

 

$

50,000

 

2032 Convertible Notes

 

 

15,000

 

 

 

15,000

 

 

 

 

 

 

 

 

 

15,000

 

KeyBank Credit Facility

 

 

45,776

 

 

 

45,776

 

 

 

 

 

 

 

 

 

45,776

 

Total

 

$

110,776

 

 

$

110,776

 

 

$

 

 

$

 

 

$

110,776

 

The following table presents the carrying valueoutstanding principal and fair value of the Company’s financial liabilities disclosed, but not carried, at fair value as of December 31, 2016,2021, and the level of each financial liability within the fair value hierarchy (dollars in thousands):

  Carrying
Value(1)
  Fair Value  Level 1  Level 2  Level 3 
SBA debentures $170,700  $175,581  $  $  $175,581 
2021 Notes  113,438   115,888   115,888       
Credit Facility  44,000   43,927         43,927 
Total $328,138  $335,396  $115,888  $  $219,508 

(1)Carrying value equals the gross principal outstanding at period end.

The estimated fair value of the Company’s SBA debentures was based on future contractual cash payments discounted at market interest rates to borrow from the SBA as of the measurement date.

The estimated fair value of the 2021 Notes was based on the closing price as of the measurement date as the 2021 Notes were traded on the New York Stock Exchange under the ticker “CLA.”

 

 

Outstanding
Principal

 

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

2022 Notes

 

$

22,833

 

 

$

23,285

 

 

$

23,285

 

 

$

 

 

$

 

2022 Convertible Notes

 

 

52,088

 

 

 

52,983

 

 

 

52,983

 

 

 

 

 

 

 

2026 Notes

 

 

50,000

 

 

 

50,000

 

 

 

 

 

 

 

 

 

50,000

 

Total

 

$

124,921

 

 

$

126,268

 

 

$

76,268

 

 

$

 

 

$

50,000

 

The estimated fair value of the 2022 Notes and 2022 Convertible Notes was based on their respective closing prices as of the measurement date as they arewere traded on the NASDAQ Global Select Market under the ticker “CPTAL” (2022 Notes) and on the NASDAQ Capital Market under the ticker “CPTAG” (2022 Convertible Notes).

The estimated fair value of the Company’s2026 Notes, 2032 Convertible Notes and KeyBank Credit Facility was based on future contractual cash payments discounted at estimated market interest rates for similar debt.approximates the principal value.

Note 9. Directors Directors’Fees

Our independent directorsIndependent Directors receive an annual fee of $50,000. They also receive $5,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each boardBoard meeting and $5,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the chairman of the audit committee receives an annual fee of $10,000 and each chairman of any other committee receives an annual fee of $5,000 for their additional services, if any, in these capacities. For the three and nine months ended September 30, 2017,2022, the Company recognized directorsdirectors’ fees expense of $0.1 million and $0.3$0.4 million, respectively. For the three and nine months ended September 30, 2016,2021, the Company recognized directorsdirectors’ fees expense of $0.1 million and $0.3 million, respectively. No compensation is expected to be paid to directors who are “interested persons” of the Company, as such term is defined in Section 2(a)(19) of the 1940 ActAct.

Note 10. Summarized Financial Information of Our Unconsolidated Subsidiaries

The Company holds a control interest, as defined by the 1940 Act, in six portfolio companies that are considered significant subsidiaries under the guidance in Regulation S-X, but are not consolidated in the Company’s consolidated financial statements. Below is a brief description of each such portfolio company, along with summarized financial information as of September 30, 2017 and December 31, 2016, and for the nine months ended September 30, 2017 and September 30, 2016, respectively.

35

CableOrganizer Acquisition, LLC

CableOrganizer Acquisition, LLC, a Delaware limited liability company that began operations on April 23, 2013, is a leading online provider of cable and wire management products. The income the Company generated from CableOrganizer Acquisition, LLC, which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation), was $1.3 million and $1.4 million for the nine months ended September 30, 2017 and September 30, 2016, respectively. 

Eastport Holdings, LLC

Eastport Holdings, LLC, an Ohio limited liability company organized on November 1, 2011, is a holding company consisting of marketing and advertising companies located across the U.S. The income the Company generated from Eastport Holdings, LLC, which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation), was $7.9 million and $11.0 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

Kelle’s Transport Service, LLC

Kelle’s Transport Service, LLC, a Delaware limited liability company organized on March 28, 2014, provides temperature sensitive transportation services throughout North America. The loss the Company generated from Kelle’s Transport Service, LLC, which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation), was $(3.7) million and $(1.2) million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

Navis Holdings, Inc.

Navis Holdings, Inc., incorporated in Delaware on December 21, 2010, designs and manufactures leading machinery for the global knit and woven finishing textile industries. The income the Company generated from Navis Holdings, Inc., which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation) was $0.8 million and $2.1 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

On-Site Fuel Services, Inc.

On-Site Fuel Services, Inc. is a 100% owned subsidiary of On-Site Fuel Holdings, Inc., which was incorporated in Delaware on December 19, 2011. On-Site Fuel Services, Inc. provides fueling services for commercial and government vehicle fleets throughout the southeast U.S. The income the Company generated from On-Site Fuel Service, Inc., which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation), was $0.1 million and $1.9 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

Micro Precision, LLC

Micro Precision, LLC, formed on August 5, 2011 as a Delaware limited liability company, is a prime contractor supplying critical parts and mechanical assemblies to the United States Department of Defense as well as designer and manufacturer of locomotive air horns. The income (loss) the Company generated from Micro Precision, LLC, which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation), was $(0.2) million and $0.7 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

36

The summarized unaudited financial information of our unconsolidated subsidiaries was as follows (dollars in thousands):

  As of 
Balance Sheet – CableOrganizer Acquisition, LLC September 30,
2017
  December 31,
2016
 
Current assets $8,859  $5,589 
Noncurrent assets  9,714   9,872 
Total assets $18,573  $15,461 
         
Current liabilities $8,365  $4,219 
Noncurrent liabilities  12,247   11,882 
Total liabilities $20,612  $16,101 
         
Total deficit $(2,039) $(640)

  For the nine months ended 
Statements of Operations – CableOrganizer Acquisition, LLC September 30,
2017
  September 30,
2016
 
Net sales $21,926  $17,440 
Cost of goods sold  15,558   11,703 
Gross profit $6,368  $5,737 
         
Other expenses $7,767  $6,877 
Loss before income taxes  (1,399)  (1,140)
Income tax benefit      
Net loss $(1,399) $(1,140)

  As of 
Balance Sheet – Eastport Holdings, LLC September 30,
2017
  December 31,
2016
 
Current assets $93,749  $96,175 
Noncurrent assets  150,772   145,802 
Total assets $244,521  $241,977 
         
Current liabilities $153,294  $157,622 
Noncurrent liabilities  44,558   41,355 
Total liabilities $197,852  $198,977 
         
Total equity $46,669  $43,000 

  For the nine months ended 
Statements of Operations – Eastport Holdings, LLC September 30,
2017
  September 30,
2016
 
Net sales $415,289  $388,036 
Cost of goods sold  308,434   305,926 
Gross profit $106,855  $82,110 
         
Other expenses $102,116  $76,195 
Income before income taxes  4,739  5,915 
Income tax provision  650   1,596 
Net income $4,089 $4,319 

37

  As of 
Balance Sheet – Kelle’s Transport Services, LLC September 30,
2017
  December 31,
2016
 
Current assets $8,863  $8,415 
Noncurrent assets  12,379   13,374 
Total assets $21,242  $21,789 
         
Current liabilities $12,073  $4,664 
Noncurrent liabilities  17,487   14,962 
Total liabilities $29,560  $19,626 
         
Total equity(deficit) $(8,318) $2,163 

  For the nine months ended 
Statements of Operations – Kelle’s Transport Services, LLC September 30,
2017
  September 30,
2016
 
Net sales $38,594  $49,095 
Cost of goods sold  37,879   41,198 
Gross profit $715  $7,897 
         
Other expenses $10,906  $9,219 
Loss before income taxes  (10,191)  (1,322)
Income tax provision     43
Net loss $(10,191) $(1,365)

  As of 
  September 30,  December 31, 
Balance Sheets - Navis Holdings, Inc. 2017  2016 
Current assets $4,967  $4,655 
Noncurrent assets  3,131   3,446 
Total assets $8,098  $8,101 
         
Current liabilities $2,473  $2,448 
Noncurrent liabilities  7,006   6,719 
Total liabilities $9,479  $9,167 
         
Total deficit $(1,381) $(1,066)

  For the nine months ended 
  September 30,  September 30, 
Statement of Operations - Navis Holdings, Inc. 2017  2016 
Net sales $9,990  $13,866 
Cost of goods sold  6,251   8,585 
Gross profit $3,739  $5,281 
         
Other expenses $3,389  $3,666 
Income before income taxes  350   1,615 
Income tax provision  140   633 
Net income $210  $982 

38

  As of 
  September 30,  December 31, 
Balance Sheets - On-Site Fuel Services, Inc. 2017  2016 
Current assets $22,400  $13,079 
Noncurrent assets  22,930   16,283 
Total assets $45,330  $29,362 
         
Current liabilities $21,157  $35,244 
Noncurrent liabilities  34,215   1,127 
Total liabilities $55,372  $36,371 
         
Total deficit $(10,042) $(7,009)

  For the nine months ended 
  September 30,  September 30, 
Statement of Operations - On-Site Fuel Services, Inc. 2017  2016 
Net sales $113,822  $78,408 
Cost of goods sold  93,013   62,522 
Gross profit $20,809  $15,886 
         
Other expenses $23,843  $18,785 
Loss before income taxes  (3,034)  (2,899)
Income tax provision  -   - 
Net loss $(3,034) $(2,899)

  As of 
  September 30,  December 31, 
Balance Sheets - Micro Precision, LLC 2017  2016 
Current assets $6,312  $10,580 
Noncurrent assets  19,808   15,562 
Total assets $26,120  $26,142 
         
Current liabilities $7,253  $8,680 
Noncurrent liabilities  13,951   16,137 
Total liabilities $21,204  $24,817 
         
Total equity $4,916  $1,325 

  For the nine months ended 
  September 30,  September 30, 
Statement of Operations - Micro Precision, LLC 2017  2016 
Net sales $12,289  $13,294 
Cost of goods sold  7,522   8,659 
Gross profit $4,767  $4,635 
         
Other expenses $4,509  $5,101 
Income/(loss) before income taxes  258   (466)
Income tax provision  -   - 
Net income/(loss) $258  $(466)

Note 11.10. Earnings Per Share

In accordance with the provisions of ASC Topic 260 - Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common shareholdersstockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. Other potentially dilutive shares of the Company’s common shares,stock, and the related impact to earnings, are considered when calculating diluted earnings per share on a diluted basis. As ofshare. For the three and nine months ended September 30, 2017, all2022 and 2021, 0.6 million in convertible shares related to the 2022 Convertible Notes were considered anti-dilutive. As ofFor the three and nine months ended September 30, 2016, there2022, 0.5 million in convertible shares related to the 2032 Convertible Notes were no dilutive shares.considered anti-dilutive.


LOGAN RIDGE FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

 

The following information sets forth the computation of the weighted average basic and diluted net increase (decrease) in net assets per share resulting from operations for the three and nine months ended September 30, 20172022 and September 30, 20162021 (dollars in thousands, except share and per share data):

  For the three months ended  For the nine months ended 
Basic and diluted September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Net increase (decrease) in net assets from operations – basic and diluted $(5,753) $(2,013) $(6,395) $1,055 
Weighted average common shares  outstanding – basic and diluted  15,911,160   15,829,878   15,891,636   15,807,801 
Net increase (decrease) in net assets per share from operations – basic and diluted $(0.36) $(0.13) $(0.40) $0.07 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022 (1)

 

 

2021

 

 

2022 (1)

 

 

2021

 

Net (decrease) increase in net assets resulting from operations - basic and diluted (1)

 

$

(2,961

)

 

$

(3,486

)

 

$

(8,853

)

 

$

1,314

 

Weighted average common stock outstanding – basic and diluted (1)

 

 

2,711,068

 

 

 

2,711,068

 

 

 

2,711,068

 

 

 

2,711,068

 

Net (decrease) increase in net assets per share from operations - basic and diluted (1)

 

$

(1.09

)

 

$

(1.29

)

 

$

(3.27

)

 

$

0.48

 

39
(1)
In applying the if-converted method, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be anti-dilutive. For the three and nine months ended September 30, 2022, conversion of the 2022 Convertible Notes into 0.6 million shares was not assumed as the effect on diluted earnings per share would be anti-dilutive. For the three and nine months ended September 30, 2022, conversion of the 2032 Convertible Notes into 0.5 million shares was not assumed as the effect on diluted earnings per share would be anti-dilutive.

Note 12.11. Distributions

The Company’s distributions are recorded as payable on the declarationrecord date. ShareholdersStockholders have the option to receive payment of theirthe distribution in cash, shares of the Company’s common stock, or a combination of cash and shares of common stock.

Tax characteristics of all distributions paid are reported to stockholders on Form 1099 after the end of the calendar year. Accordingly, distributions may be subject to reclassification based on future dividends and operating results and will not be determined until the end of the year. The following table summarizes the Company’s Board determined not to declare a distribution declarations for the nine monthsquarters ended September 30, 2017 (dollars in thousands, except share2022 and per share data):2021.


LOGAN RIDGE FINANCE CORPORATION

Date Declared Record Date Payment Date Amount
Per Share
  Cash
Distribution
  DRIP
Shares
Issued
  DRIP
Share
Value
 
January 3, 2017 January 20, 2017 January 30, 2017 $0.13  $1,993   5,304  $70 
January 3, 2017 February 20, 2017 February 27, 2017  0.13   1,993   5,195   70 
January 3, 2017 March 23, 2017 March 30, 2017  0.13   1,998   4,948   67 
April 3, 2017 April 19, 2017 April 27, 2017  0.13   1,996   5,164   69 
April 3, 2017 May 23, 2017 May 29, 2017  0.13   1,990   5,880   76 
April 3, 2017 June 21, 2017 June 29, 2017  0.13   1,969   7,959   97 
July 3, 2017 July 21, 2017 July 28, 2017  0.13   1,995   5,889   73 
July 3, 2017 August 23, 2017 August 30, 2017  0.13   1,957   13,162   111 
July 3, 2017 September 20, 2017 September 28, 2017  0.13   1,989   9,085   80 
Total Distributions Declared and Distributed  $1.17  $17,880   62,586  $713 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company’s distribution declarations for the nine months ended September 30, 2016 (dollars in thousands, except share and per share data):2022

(Unaudited)

Date Declared Record Date Payment Date Amount
Per Share
  Cash
Distribution
  DRIP
Shares
Issued
  DRIP
Share
Value
 
January 4, 2016 January 22, 2016 January 28, 2016 $0.1567  $2,392   8,135  $80 
January 4, 2016 February 19, 2016 February 26, 2016  0.1567   2,405   7,076   70 
January 4, 2016 March 22, 2016 March 30, 2016  0.1567   2,397   7,079   77 
April 1, 2016 April 22, 2016 April 28, 2016  0.1567   2,392   6,625   85 
April 1, 2016 May 23, 2016 May 30, 2016  0.1567   2,372   8,147   104 
April 1, 2016 June 21, 2016 June 29, 2016  0.1567   2,369   8,229   108 
July 1, 2016 July 22, 2016 July 29, 2016  0.1567   2,382   7,025   98 
July 1, 2016 August 22, 2016 August 30, 2016  0.1567   2,391   6,256   90 
July 1, 2016 September 22, 2016 September 29, 2016  0.1567   2,380   8,242   101 
Total Distributions Declared and Distributed  $1.41  $21,480   66,814  $813 

40

 

Note 13.12. Financial Highlights

The following is a schedule of financial highlights for the nine months ended September 30, 20172022 and 20162021 (dollars in thousands, except share and per share data):

  September 30, 2017  September 30, 2016 
Per share data:        
Net asset value at beginning of period $15.79  $17.04 
Net investment income(1)  0.71   1.41 
Net realized loss on investments(1)  (0.05)  (1.57)
Net unrealized appreciation (depreciation) on investments(1)  (0.72)  0.29
Net unrealized depreciation on Written Call Option(1)  (0.18)  (0.06)
Change in provision for deferred taxes on unrealized appreciation on investments(1)  (0.17)   
Distributions declared from net investment income  (1.17)  (1.41)
Other(7)     (0.02)
Net asset value at end of period $14.21  $15.68 
Net assets at end of period $226,307  $248,377 
Shares outstanding at end of period  15,930,631   15,844,159 
Per share market value at end of period $9.54  $13.11 
Total return based on market value(2)  (18.50)%  21.84%
Ratio/Supplemental data:        
Ratio of net investment income to average net assets(9)  6.70%  11.99%
Ratio of incentive fee, net of incentive fee waiver, to average net assets(6)(10)  0.15%  1.35%
Ratio of interest and financing expenses to average net assets(8)  8.17%  7.76%
Ratio of loss on extinguishment of debt to average net assets(10)  1.13%   
Ratio of other operating expenses, to average net assets(8)  5.75%  5.71%
Ratio of total expenses, net of fee waivers to average net assets(6)(9)  15.20%  14.82%
Portfolio turnover rate(3)  7.81%  9.42%
Average debt outstanding(4) $333,572  $364,430 
Average debt outstanding per common share $20.94  $23.00 
Asset coverage ratio per unit(5) $2,781  $2,640 

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

Per share data:

 

 

 

 

 

 

Net asset value at beginning of year

 

$

39.48

 

 

$

40.19

 

Net investment loss(1)

 

 

(0.66

)

 

 

(0.83

)

Net realized gain on investments(1)

 

 

3.78

 

 

 

0.13

 

Net change in unrealized (depreciation) appreciation on investments(1)

 

 

(6.39

)

 

 

1.48

 

Net realized loss on extinguishment of debt(2)

 

 

 

 

 

(0.30

)

Net asset value at end of year

 

$

36.21

 

 

$

40.67

 

Net assets at end of period

 

$

98,176

 

 

$

110,261

 

Shares outstanding at end of period

 

 

2,711,068

 

 

 

2,711,068

 

Per share market value at end of period

 

$

17.96

 

 

$

25.70

 

Total return based on market value(3)

 

 

(21.88

)%

 

 

78.35

%

Ratio/Supplemental data:

 

 

 

 

 

 

Ratio of net investment (loss) income to average net assets(4)

 

 

(2.33

)%

 

 

(2.66

)%

Ratio of interest and financing expenses to average net assets(4)

 

 

7.62

%

 

 

9.49

%

Ratio of other operating expenses to average net assets(4)

 

 

8.18

%

 

 

8.88

%

Ratio of total expenses including tax provision, net of fee waivers, to average net assets(4)

 

 

15.80

%

 

 

18.37

%

Portfolio turnover rate(5)

 

 

43.30

%

 

 

18.10

%

Average debt outstanding(6)

 

$

120,924

 

 

$

174,357

 

Average debt outstanding per common share

 

$

44.60

 

 

$

64.31

 

Asset coverage ratio per unit(7)

 

$

1,870

 

 

$

1,883

 

 

(1)

Based on daily weighted average balance of shares of the Company’s common stock outstanding during the period.

(2)

(2)

Includes the impact of different share amounts used in calculating per share data based on weighted average shares of the Company’s common stock outstanding during the period and certain per share data based on shares of the Company’s common stock outstanding as of a period end or transaction date. Also includes the impact of shares of the Company’s common stock issued under the Company’s DRIP.

(3)

Total investment return is calculated assuming a purchase of shares of the Company’s common sharesstock at the current market value on the first day and a sale at the current market value on the last day of the period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP. Total investment return does not reflect brokerage commissions. Total investment returns covering less than a full period are not annualized.

(4)

(3)

Ratio is annualized.

(5)

Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value. Portfolio turnover rates that cover less than a full period are not annualized.

(6)

(4)

Based on the daily weighted average balance of debt outstanding during the period.

(7)

(5)

Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. We have excluded ourThere were no SBA-guaranteed debentures from the asset coverage calculationoutstanding as of September 30, 2017 and September 30, 2016 pursuant to the exemptive relief granted by the SEC in June 2014 that permits us to exclude such debentures from the definition of senior securities in the 200% asset coverage ratio we are required to maintain under the 1940 Act.2022 or 2021. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.

(6)The ratio of waived incentive fees to average net assets was 0.40% and 0.65% for the nine months ended September 30, 2017 and September 30, 2016.

(7)Includes the impact of different share 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.

(8)Ratios are annualized.

(9)Ratios are annualized. Incentive fees, net of incentive fee waiver, and loss on extinguishment of debt included within the ratio are not annualized.

(10)Ratios are not annualized.

 

Note 14.13. Subsequent Events

Management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would be required to be recognized in the consolidated financial statements as of September 30, 2017.

Distributions

On October 2, 2017, the Company’s Board declared normal monthly distributions for October, November, and December of 2017 as set forth below:

Date Declared Record Date Payment Date Distributions per Share 
October 2, 2017 October 23, 2017 October 30, 2017 $0.0833 
October 2, 2017 November 21, 2017 November 29, 2017 $0.0833 
October 2, 2017 December 20, 2017 December 28, 2017 $0.0833 

Portfolio Activity

On October 31, 2017, the Company funded $2.0 million of its unfunded commitment to CIS Secure Computing, Inc.

2022.

41

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q.

Except as otherwise specified, references to “we,” “us,” “our”“our,” “Logan Ridge,” or the “Company”, refer to CapitalaLogan Ridge Finance Corp.Corporation.

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Company, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements.

Some of the statements in thethis Quarterly Report on Form 10-Q constitute forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:

our future operating results;results and the impact of the COVID-19 pandemic thereon;

our business prospects and the prospects of our portfolio companies;companies, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;

the impact of investments that we expect to make;

our contractual arrangements and relationships with third parties;

the dependence of our future success on the general economy and its impact on the industries in which we invest;

the ability of our portfolio companies to achieve their objectives;

our expected financings and investments;

the adequacy of our cash resources and working capital; and

the timing of cash flows, if any, from the operations of our portfolio companies.companies and the impact of the COVID-19 pandemic thereon.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

an economic downturn, due to the COVID-19 pandemic or otherwise, could impair our portfolio companies’ ability to continue to operate or repay their borrowings, which could lead to the loss of some or all of our investments in such portfolio companies;

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;activities and the impact of the COVID-19 pandemic thereon;

geopolitical instability and volatility in the global markets caused by events such as the deterioration in the bilateral relationship between the U.S. and China or the conflict between Russia and Ukraine;
uncertain effects due to the discontinuation of LIBOR and the transition to SOFR;
interest rate volatility could adversely affect our results, particularly if we use leverage as part of our investment strategy; and

the risks, uncertainties and other factors we identify in “Risk Factors” and elsewhere in our Annualthis Quarterly Report on Form 10-K.10-Q.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability, and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2021 and in this Quarterly Report on Form 10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law or U.S. Securities and Exchange Commission (“SEC”) rule or regulation.

42

OVERVIEW

Overview

We are a Maryland corporation that has elected to be regulated as a business development company (“BDC”(‘‘BDC’’) under the Investment Company Act of 1940, as amended (the “1940 Act”‘‘1940 Act’’). We are an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012, and as such, are subject to reduced public company reporting requirements. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We are managed by Capitala Investment Advisors,Mount Logan Management LLC (the “Investment Advisor”‘‘Investment Advisor’’), and Capitala Advisors Corp.BC Partners Management LLC (the “Administrator”‘‘Administrator’’) provides the administrative services necessary for us to operate.

We provide capital to lower and traditional middle-market companies in the United States (“(‘‘U.S.’’), with a non-exclusive emphasis on the Southeast, Southwest, and Mid-Atlantic regions. We invest primarily in companies with a history of earnings growth and positive cash flow, proven management teams, products or services with competitive advantages, and industry-appropriate margins. We primarily invest in companies with between $4.5$5.0 million and $30$50.0 million in trailing twelve monthtwelve-month earnings before interest, tax, depreciation, and amortization (“EBITDA”(‘‘EBITDA’’).

We invest in first lien loans and, to a lesser extent, second lien loans and subordinated loans. Most of our debt investments are coupled with equity interests, whether in the form of detachable “penny” warrants or equity co-investments made pari-passu with our borrowers’ financial sponsors.securities issued by lower middle-market and traditional middle-market companies.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally must invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, we are only allowed to borrow money such that our asset coverage, as defined in the 1940 Act, equals at least 200%150%, if certain requirements are met, after such borrowing, with certain limited exceptions. As of September 30, 2022, our asset coverage ratio was 187%. To maintain our regulated


investment company (“RIC”) status, we must meet specified source-of-income and asset diversification requirements. To maintain our RIC tax treatment under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes, we must distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, for the taxable year.

Corporate History

We commenced operations on May 24, 2013 and completed our initial public offering (“IPO”) on September 30, 2013. The Company was formed for the purpose of (i) acquiring, through a series of transactions, an investment portfolio from the following entities: CapitalSouth Partners Fund I Limited Partnership (“Fund I”); CapitalSouth Partners Fund II Limited Partnership (“Fund II”); CapitalSouth Partners Fund III, L.P. (“Fund III Parent”); CapitalSouth Fund III, L.P. (f/k/a CapitalSouth Partners SBIC Fund III, L.P.) (“Fund III”) and CapitalSouth Partners Florida Sidecar Fund I, L.P. (“Florida Sidecar” and, collectively with Fund I, Fund II, Fund III and Fund III Parent, the “Legacy Funds”); (ii) raising capital in the IPO and (iii) continuing and expanding the business of the Legacy Funds by making additional debt and equity investments in lower middle-market and traditional middle-market companies.

On September 24, 2013, the Company acquired 100% of the limited partnership interests in Fund II, Fund III, and Florida Sidecar and each of their respective general partners, as well as certain assets from Fund I and Fund III Parent, in exchange for an aggregate of 8,974,420 shares of the Company’s common stock (the “Formation Transactions”). Fund II, Fund III, and Florida Sidecar became the Company’s wholly owned subsidiaries. Fund II and Fund III retained their SBICsmall business investment company (“SBIC”) licenses issued by the U.S. Small Business Administration (“SBA”), and continued to hold their existing investments at the time of IPO and have continued to make new investments after the IPO. The IPO consisted of the sale of 4,000,000 shares of the Company’s common stock at a price of $20.00 per share resulting in net proceeds to the Company of $74.25 million, after deducting underwriting fees and commissions totaling $4.0 million and offering expenses totaling $1.75 million. The other costs of the IPO were borne by the limited partners of the Legacy Funds.

During the fourth quarter of 2017, Florida Sidecar transferred all of its assets to the Company and was legally dissolved as a standalone partnership. On March 1, 2019, Fund II repaid its outstanding debentures guaranteed by the SBA (“SBA-guaranteed debentures”) and relinquished its SBIC license. On June 10, 2021, Fund III repaid its SBA-guaranteed debentures and relinquished its SBIC license.

At the time of the Formation Transactions, our portfolio consisted of: (1) approximately $326.3 million in investments; (2) an aggregate of approximately $67.1 million in cash, interest receivable and other assets; and (3) liabilities of approximately $202.2 million of SBA-guaranteed debtdebentures payable. We have two SBIC-licensed subsidiaries that haveFund III, our subsidiary, was licensed under the SBIC Act until June 10, 2021 and has elected to be regulated as BDCsBDC under the 1940 Act.

Basis of Presentation

The Company is considered an investment company Fund II, our subsidiary, was licensed under the SBIC Act until March 1, 2019 and has elected to be regulated as defined in Accounting Standards Codification (“ASC”) Topic 946– Financial Services – Investment Companies (“ASC 946”).

43

a BDC under the 1940 Act.

The Company has formed and expects to continue to form certain consolidated taxable subsidiaries (the “Taxable Subsidiaries”‘‘Taxable Subsidiaries’’), which are taxed as corporations for U.S. federal income tax purposes. TheseThe Taxable Subsidiaries allow the Company to make equity investments in companies organized as pass-through entities while continuing to satisfy the requirements of a RIC under the Code.

Capitala Business Lending, LLC (“CBL”), a wholly-owned subsidiary of ours, was established on October 30, 2020, for the sole purpose of holding certain investments pledged as collateral under a senior secured revolving credit agreement with KeyBank National Association (the “KeyBank Credit Facility”). See “Financial Condition, Liquidity and Capital Resources” for more details. The financial statements of CBL are consolidated with those of Logan Ridge Finance Corporation.

In addition, we evaluate strategic opportunities available to us, including mergers with unaffiliated funds and affiliated funds, divestures, spin-offs, joint ventures and other similar transactions from time to time. An example of an opportunity we are currently in the initial stages of evaluating is a potential merger with one or more of our affiliated 1940 Act funds, which may result in the use of an exchange ratio other than NAV-for-NAV (including but not limited to relative market price) in connection therewith.

Definitive Agreement

On April 20, 2021, Capitala Investment Advisors, LLC (“Capitala”), the Company’s former investment adviser, entered into a definitive agreement (the “Definitive Agreement”) with the Investment Advisor and Mount Logan Capital Inc. (“MLC”), both affiliates of BC Partners Advisors L.P. (“BC Partners”) for U.S. regulatory purposes, whereby Mount Logan acquired certain assets related to Capitala’s business of providing investment management services to the Company (the “Transaction”), through which the Investment Advisor became the Company’s investment adviser pursuant to an investment advisory agreement (the “Investment Advisory Agreement”) with the Company. At a special meeting of the Company’s stockholders (the “Special Meeting”) held on May 27, 2021, the Company’s stockholders approved the Investment Advisory Agreement. The transactions contemplated by the Definitive Agreement closed on July 1, 2021 (the “Closing”).

As part of the Transaction, the Investment Advisor entered into a two-year contractual fee waiver (the “Fee Waiver”) with the Company to waive, to the extent necessary, any capital gains fee under the Investment Advisory Agreement that exceeds what would have been paid to Capitala in the aggregate over such two-year period under the prior advisory agreement.

On the date of the Closing, the Company changed its name from Capitala Finance Corp. to Logan Ridge Finance Corporation and on July 2, 2021, the Company’s common stock began trading on the NASDAQ Global Select Market under the symbol “LRFC.”

On July 1, 2021, in connection with the Closing, the Company’s then-current interested directors and the Company’s then-current independent directors resigned as members of the Board and Ted Goldthorpe, the Chairman and Chief Executive Officer of the Company, along with Alexander Duka, George Grunebaum, and Robert Warshauer, were appointed as members of the Board (the “Directors”). The Directors were appointed by the Board to fill the vacancies created by the resignations described above and the Directors were appointed to the class of directors as determined by the Board in accordance with the Company’s organizational documents. The Company’s stockholders will have the opportunity to vote for each of the Directors when his class of directors is up for reelection.

All of the Company’s then-current officers resigned at the Closing and the Board appointed Ted Goldthorpe as the Company’s Chief Executive Officer and President, Jason Roos as the Company’s Chief Financial Officer, Treasurer and Secretary, Patrick Schafer as the Company’s Chief Investment Officer and David Held as the Company’s Chief Compliance Officer. On November 9, 2021, Jason T. Roos was replaced as Secretary and Treasurer of the Company by Brandon Satoren, who was also appointed as Chief Accounting Officer. Mr. Roos continues to serve as Chief Financial Officer of the Company.

Basis of Presentation

The Company is considered an investment company as defined in Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”).The accompanying unaudited consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying our annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted. The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, including Fund II, Fund III, Florida Sidecar,CBL, and the Taxable Subsidiaries.

The Company’s financial statements as of September 30, 20172022 and December 31, 2021 and for the periods ended September 30, 2022 and 2021 are presented on a consolidated basis. The effects of all intercompany transactions between the Company and its subsidiaries (Fund II, Fund III, Florida Sidecar,CBL, and the Taxable Subsidiaries) have been eliminated in consolidation. All financial data and information included in these consolidated financial statements have been presented on the basis described


above. In the opinion of management, the consolidated financial statements reflect all adjustments that are necessary for the fair presentation of financial results as of and for the periods presented.

The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Additionally, the unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2021, filed with the SEC on March 7, 2017.

14, 2022.

Consolidation

As provided under Regulation S-X and ASC 946, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly owned investment company subsidiaries (Fund II, Fund III, CBL, and the Taxable Subsidiaries) in its consolidated financial statements. The Company did not consolidate its interest in Capitala Senior Liquid Loan Fund I, LLC (“CSLLF”) during the periods it was in existence because the investment was not considered a substantially wholly owned investment company subsidiary. Further, CSLLF was a joint venture for which shared power existed relating to the decisions that most significantly impacted the economic performance of the entity. See Note 4 to the consolidated financial statements for description of the Company’s investment in CSLLF.

Revenues

We generate revenue primarily from the periodic cash interest we collect on our debt investments. In addition, most of our debt investments offer the opportunity to participate in a borrower’s equity performance through warrant participation, direct equity ownership, or otherwise, which we expect to result in revenue in the form of dividends and/or capital gains. Further, we may generate revenue in the form of commitment fees, origination fees, amendment structuring orfees, diligence fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees. These fees will be recognized as they are earned.

Expenses

Our primary operating expenses include the payment of investment advisory fees to our Investment Advisor, our allocable portion of overhead and other expenses incurred by our Administrator in performing its obligations under an administration agreement between us and the Administrator (the “Administration Agreement”) and other operating expenses as detailed below. Our investment advisory fee will compensate our Investment Advisor for its work in identifying, evaluating, negotiating, closing, monitoring, and servicing our investments. We will bear all other expenses of our operations and transactions, including (without limitation):

the cost of our organization;

the cost of calculating our net asset value, including the cost of any third-party valuation services;

the cost of effecting sales and repurchases of our shares and other securities;

interest payable on debt, if any, to finance our investments;

fees payable to third parties relating to, or associated with, making investments (such as legal, accounting, and travel expenses incurred in connection with making investments), including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees;

transfer agent and custodial fees;

44

fees and expenses associated with marketing efforts;

costs associated with our reporting and compliance obligations under the 1940 Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other applicable federal and state securities laws and ongoing stock exchange listing fees;

federal, state and local taxes;

independent directors’ fees and expenses;

brokerage commissions;

costs of proxy statements, stockholders’ reports and other communications with stockholders;

fidelity bond, directors’ and officers’ liability insurance, errors and omissions liability insurance and other insurance premiums;

direct costs and expenses of administration, including printing, mailing, telephone and staff;

fees and expenses associated with independent audits and outside legal costs; and

all other expenses incurred by either our Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion of overhead and other expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of any costs of compensation and related expenses of our chief compliance officer, and our chief financial officer, and their respective administrative support staff.

Critical Accounting Policies and Use of Estimates

In the preparation of our consolidated financial statements and related disclosures, we have adopted various accounting policies that govern the application of U.S. GAAP. Our significant accounting policies are described in Note 2 to the consolidated financial statements. While all of these policies are important to understanding our consolidated financial statements, certain accounting policies and estimates are considered critical due to their impact on the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods covered by such consolidated financial statements. We have identified investment valuation, revenue recognition, and income taxes as our most critical accounting estimates. We continuously evaluate our estimates, including those related to the matters described below. Because of the nature of the judgments and assumptions we make, actual results could materially differ from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

Valuation of Investments

Investment transactions are recorded on the trade date. Realized gains or losses on investments are calculated using the specific identification method as the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation when gains or losses are recognized.


Investments for which market quotations are available are typically valued at those market quotations. To validate market quotations, the Company will utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.

 

Debt that is not publicly traded but for which there are external pricing sources available as of the valuation date is valued using independent broker-dealer, market maker quotations or independent pricing services. The valuation committee, comprised of members of the Adviser, (the “Valuation Committee”) subjects these quotes to various criteria including, but not limited to, the number and quality of quotes, the deviation among the quotes and information derived from analyzing the Company’s own transactions in such investments throughout the reporting period. Generally, such investments are categorized in level 2 of the fair value hierarchy, unless the Valuation of InvestmentsCommittee determines that the quality, quantity or deviation among quotes warrants significant adjustment to the inputs utilized.

 

The Company applies fair value accountingBoard has designated the Adviser as its "valuation designee" pursuant to all of its financial instruments in accordance withRule 2a-5 under the 1940 Act, and ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 definesin that role the Adviser is responsible for performing fair value establishes a framework useddeterminations relating to measureall of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and requires disclosuresprocedures that have been approved by the Board. The Board remains ultimately responsible for fair value measurements. Indeterminations under the 1940 Act and satisfies its responsibility through oversight of the valuation designee in accordance with ASC 820,Rule 2a-5. Investments that are not publicly traded or whose market prices are not readily available, as is expected to be the Company has categorized its financial instruments carriedcase for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Adviser, based on, among other things, input of independent third-party valuation firm(s).

The Adviser undertakes a multi-step valuation process, which includes, among other procedures, the priorityfollowing:

The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued using certain inputs, among others, provided by the investment professionals responsible for the portfolio investment in conjunction with the Company’s portfolio management team. The Company utilizes an independent valuation firm to provide valuation on each material illiquid security at least once every trailing 12-month period,
Preliminary valuations are reviewed and discussed with management of the Adviser and investment professionals; and
the Adviser will review the valuations and determine the fair value of each investment. Valuations that are not based on readily available market quotations will be valued in good faith based on, among other things, the input of, where applicable, third parties.

As part of the valuation technique, into a three-levelprocess, the Adviser may consider other information and may use valuation methods including but not limited to (i) market quotes for similar investments, (ii) recent trading activity, (iii) discounting forecasted cash flows of the investment, (iv) models that consider the implied yields from comparable debt, (v) third party appraisal, (vi) sale negotiations and purchase offers received from independent parties and (vii) estimated value of underlying assets to be received in liquidation or restructuring.

Due to the inherent uncertainty of determining the fair value hierarchy as discussedof 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 such 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 may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in Note 4 to our consolidated financial statements.a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

 

In determiningaddition, 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 herein.

Under existing accounting guidance, fair value our board of directors (the “Board”) uses variousis defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes valuation approaches, and engages a third-party independent valuation firm, which provides positive assurance on the investments it reviews. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair valuetechniques that maximizesmaximize the use of observable market inputs and minimizesminimize the use of unobservable inputs by requiring thatinputs. Inputs refer broadly to the most observable inputs be used when available.

Observable inputs are thoseassumptions that market participants would use in pricing thean asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Board.Company. Unobservable inputs are inputs that reflect the Boards’ assumptions about the inputs market participants would use in pricing thean asset or liability developed based uponon the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based onCompany classifies the inputs used to measure these fair values into the following hierarchy as follows:defined by current accounting guidance:

 

Level 1 — Valuations based on unadjusted1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible to the Company has the ability to access. Valuation adjustments and block discounts are not applied to Company.

Level 1 securities. Since valuations are based on2: Quoted prices for similar assets or liabilities in active markets, or quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

45

Level 2 — Valuations based on quoted pricesfor identical or similar assets or liabilities in markets that are not active, or for which all significantother observable inputs are observable, either directly or indirectly.other than quoted prices.

 

Level 3 — Valuations based on3: Significant inputs that are unobservable and significant to the overall fair value measurement.for an asset or liability.

 

The availability ofA financial instrument’s categorization within the valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuationhierarchy is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based onupon the lowest level of input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions Investments for which no external pricing sources are not readily available the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use prices and inputs that are current as of the measurementvaluation date including periodsare included in level 3 of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

 

As a practical expedient, the Company useduses net asset value (“NAV”) as the basis for the fair value offor its equity investment in CSLLF for the periods held. CSLLF recordedGreat Lakes Funding II, LLC ("Great Lakes II Joint Venture"). The Great Lakes II Joint Venture records its underlying investments at fair value on a dailyquarterly basis utilizing pricing information from third-party sources.in accordance with the 1940 Act and US GAAP.

 

Valuation Techniques

Enterprise Value Waterfall Approach

The enterprise value waterfall approach determines an enterprise value based on EBITDA multiples of publicly traded companies that are considered similar to the subject portfolio company. The Company considers a variety of items in determining a reasonable pricing multiple, including, but not limited to, operating results, budgeted projections, growth, size, risk, profitability, leverage, management depth, diversification, market position, supplier or customer dependence, asset utilization, liquidity metrics, and access to capital markets. EBITDA of the portfolio company is adjusted for non-recurring items in order to reflect a normalized level of earnings that is representative of future earnings. In certain instances, the Company may also utilize revenue multiples to determine enterprise value. When available, the Company may assign a pricing multiple or value its equity investments based on the value of recent investment transactions in the subject portfolio company or offers to purchase the


portfolio company. The enterprise value is adjusted for financial instruments with seniority to the Company’s ownership and for the effect of any instrument which may dilute the Company’s investment in the portfolio company. The adjusted enterprise value is then apportioned based on the seniority and privileges of the Company���sCompany’s investments within the portfolio company.

The enterprise value waterfall approach is primarily utilized to value the Company’s equity securities, including warrants. However, the Company may utilize the enterprise value waterfall approach to value certain debt securities.

Income Approach

The income approach utilizes a discounted cash flow methodology in which the Company estimates fair value based on the present value of expected cash flows discounted at a market rate of interest. The determination of a discount rate, or required rate of return, takes into account the portfolio company’s fundamentals and perceived credit risk. Because the majority of the Company’s portfolio companies do not have a public credit rating, determining a discount rate often involves assigning an implied credit rating based on the portfolio company’s operating metrics compared to average metrics of similar publicly rated debt. Operating metrics include, but are not limited to, EBITDA, interest coverage, leverage ratio, return on capital, and debt to equity ratios. The implied credit rating is used to assign a base discount rate range based on publicly available yields on similarly rated debt securities. The Company may apply a premium to the discount rate utilized in determining fair value when performance metrics and other qualitative information indicate that there is an additional level of uncertainty about collectability of cash flows.

46

Asset Approach

The asset approach values an investment based on the value orof the underlying collateral securing the investment. This approach is used when the Company has reason to believe that it will not collect all principal and interest in accordance with the contractual terms of the debt agreement.

Revenue Recognition

The Company’s revenue recognition policies are as follows:

Interest income and paid-in-kind interest income:Interest income is recorded on the accrual basis to the extent that such amounts are expected to be collected. The Company has loans in the portfolio that contain a payment-in-kindPIK interest (“PIK interest”) provision. The PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at maturity, is recorded on the accrual basis to the extent that such amounts are expected to be collected. PIK interest is not accrued if the Company does not expect the issuer to be able to pay all principal and interest when due.

Non-accrual investments: Generally, when interest and/or principal payments on a loanManagement reviews all loans that become 90 days or more past due, or when there is reasonable doubt that principal or interest will be collected, for possible placement on non-accrual status. When the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income and PIK interest on that loan for financial reporting purposes. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. The Company writes off any previously accrued and uncollected cash interest when it is determined that interest is no longer considered collectible. The Company may elect to cease accruing PIK interest and continue accruing interest income in cases where a loan is currently paying its interest income but, in management’s judgment, there is a reasonable likelihood of principal loss on the loan. Non-accrual loans are returned to accrual status when the borrower’s financial condition improves such that management believes current interest and principal payments are expected to be collected.

Gains and losses on investment sales and paydowns:Realized gains and losses on investments are recognized using the specific identification method.

Dividend income and paid-in-kind dividends:Dividend income is recognized on the date dividends are declared. The Company holds preferred equity investments in the portfolio that contain a payment-in-kindPIK dividend (“PIK dividends”) provision. PIK dividends, which represent contractually deferred dividends added to the equity balance, are recorded on the accrual basis to the extent that such amounts are expected to be collected. The Company will typically cease accrual of PIK dividends when the fair value of the equity investment is less than the cost basis of the investment or when it is otherwise determined by management that PIK dividends are unlikely to be collected. If management determines that a decline in fair value is temporary in nature and the PIK dividends are more likely than not to be collected, management may elect to continue accruing PIK dividends.

Original issue discount:Discounts received to par on loans purchased are capitalized and accreted into income over the life of the loan. Any remaining discount is accreted into income upon prepayment of the loan.

Other income:Origination fees (to the extent services are performed to earn such income), amendment fees, consent fees and other fees associated with investments in portfolio companies are recognized as income when the investment transaction closes.they are earned. Prepayment penalties received by the Company for debt instruments repaid prior to the maturity date are recorded as income upon receipt.

Income Taxes

Prior to the Formation Transactions, the Legacy Funds were treated as partnerships for U.S. federal, state and local income tax purposes and, therefore, no provision has been made in the accompanying consolidated financial statements for federal, state or local income taxes. In accordance with the partnership tax law requirements, each partner would include their respective components of the Legacy Funds’ taxable profits or losses, as shown on their Schedule K-1 in their respective tax or information returns. The Legacy Funds are disregarded entities for tax purposes prior to and post the Formation Transactions.

The Company has elected to be treated for U.S. federal income tax purposes and intends to comply with the requirement to qualify annually thereafter, as a RIC under Subchaptersubchapter M of the Code and, among other things, intends to make the requisite distributions to its stockholders which will relieve the Company from U.S. federal income taxes. Therefore, no provision has been recorded for U.S. federal income taxes.

In order to qualify as a RIC, among other requirements, the Company is required to timely distribute to its stockholders at least 90.0% of its investment company taxable income, as defined by the Code, for each fiscal tax year. The Company will be subject to a nondeductible U.S. federal excise tax of 4.0% on undistributed income if it does not distribute at least 98.0% of its ordinary income in any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31.

47

Depending on the level of taxable income earned in an excise tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions into the next excise tax year and pay a 4.0% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise tax purposes, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. Since the Company’s IPO, the Company has not accrued or paid excise tax.

The tax years ended December 31, 2021, 2020, 2019 and 2018 remain subject to examination by U.S. federal, state, and local tax authorities. No interest expense or penalties have been assessed for the periods ended September 30, 2022 and 2021. If the Company was required to recognize interest and penalties, if any, related to unrecognized tax benefits this would be recognized as income tax expense in the consolidated statements of operations.

The Company’s Taxable Subsidiaries accrue income taxes payable basedrecord deferred tax assets or liabilities related to temporary book versus tax differences on the applicable statutory rates onincome or loss generated by the unrealized appreciation of the underlying equity investments held by the Taxable Subsidiaries. As of both September 30, 2017,2022 and December 31, 2016,2021, the Company recorded a net deferred tax liabilityasset of $2.7zero. For both the three and six months ended September 30, 2022 and 2021, the Company recorded a tax provision of zero. As of September 30, 2022 and December 31, 2021, the valuation allowance on the Company’s deferred tax asset was $2.9 million and $0.0$2.5 million, respectively. ForDuring both the three and nine months ended September 30, 2017,2022, the Company recorded a changerecognized an increase in provision for deferred taxes on unrealized appreciation on investmentsthe valuation allowance of $2.7 million. Forzero and $0.4 million, respectively. During the three and nine months ended September 30, 2016, no change2021, the Company recognized a decrease in provision for deferred taxes on unrealized appreciation on investments was recorded.the valuation allowance of $(0.4) million and $(1.4) million, respectively.


In accordance with certain applicable U.S. treasury regulations and private letter rulings issued by the Internal Revenue Service, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive its entire distribution in either cash or stock of the RIC, subject to a limitation on the aggregate amount of cash to be distributed to all stockholders, which limitation must be at least 20.0% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash will receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20.0% of its entire distribution in cash. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock.

ASC Topic 740 — Income Taxes (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s U.S. federal income tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the consolidated statements of operations. As of September 30, 20172022 and December 31, 2016,2021, there were no uncertain tax positions.

The Company is required to determine whether a tax position of the Company is more likely-than-notmore-likely-than-not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that could negatively impact the Company’s net assets.

U.S. GAAP provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.

The Company has concluded that it was not necessary to record a liability for any such tax positions as of September 30, 20172022 and December 31, 2016.2021. However, the Company’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analyses of, and changes to, tax laws, regulations and interpretations thereof.

The Company’s activities from commencement of operations remain subject to examination by U.S. federal, state, and local tax authorities. No interest expense or penalties have been assessed as of September 30, 2017 and December 31, 2016. If the Company were required to recognize interest and penalties, if any, related to unrecognized tax benefits this would be recognized as income tax expense in the consolidated statements of operations.

Portfolio and Investment Activity

The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company offers customized financing to business owners, management teams and financial sponsors for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. The Company invests primarily in first lien loans, and, to a lesser extent, second lien loans and equity securities issued by lower middle-market companies and traditional middle-market companies. As of September 30, 2017,2022, our portfolio consisted of investments in 4654 portfolio companies with a fair value of approximately $471.1$193.1 million.

Most of the Company’s debt investments are structured as first lien loans. First lien loans may contain some minimum amount of principal amortization, excess cash flow sweep feature, prepayment penalties, or any combination of the foregoing. First lien loans are secured by a first priority lien in existing and future assets of the borrower and may take the form of term loans, delayed draw facilities, or revolving credit facilities. Unitranche debt, a form of first lien loan, typically involves issuing one debt security that blends the risk and return profiles of both senior secured and subordinated debt, bifurcating the loan into a first-out tranche and last-out tranche. As of September 30, 2022, 2.2% of the fair value of our first lien loans consisted of last-out loans. As of December 31, 2021, 8.5% of the fair value of our first lien loans consisted of last-out loans. In some cases, first lien loans may be subordinated, solely with respect to the payment of cash interest, to an asset based revolving credit facility.

The Company also invests in debt instruments structured as second lien loans. Second lien loans are loans which have a second priority security interest in all or substantially all of the borrower’s assets, and in some cases, may be subject to the interruption of cash interest payments upon certain events of default, at the discretion of the first lien lender.

During the three months ended September 30, 2017,2022, we made approximately $11.4$36.7 million of investments and had approximately $22.4$17.1 million in repayments and sales, resulting in net deployment of approximately of approximately $19.6 million for the period. During the three months ended September 30, 2021, we made approximately $33.3 million of investments and had approximately $64.1 million in repayments and sales, resulting in net repayments and sales of approximately $11.0$30.8 million for the period.

During the threenine months ended September 30, 2016,2022, we made approximately $26.0$83.8 million of investments and had approximately $111.9$83.8 million in repayments and sales, resulting in net investments of approximately $85.9 million for the period.

48

During the nine months ended September 30, 2017, we made approximately $39.7 million of investments and had approximately $104.7 million in repayments and sales of investments resulting in net repayments and sales of approximately $65.0less than $0.1 million for the period. During the nine months ended September 30, 2016,2021, we made approximately $53.9$43.3 million of investments and had approximately $128.6$127.5 million in repayments and sales, resulting in net repayments and sales of approximately $74.7$84.2 million for the period.

On August 31, 2016, we sold a portion of 14 securities across 10 portfolio companies to CapitalSouth Partners Florida Sidecar Fund II, L.P. (“FSC II”), including granting an option to acquire a portion of our equity investment in Eastport Holdings, LLC (the “Written Call Option”), in exchange for 100% of the partnership interests in FSC II. Concurrent with the sale of these assets to FSC II, we received cash consideration of $47.6 million from an affiliated third-party purchaser in exchange for 100% of the partnership interests of FSC II. These assets were sold to FSC II at their June 30, 2016 fair market values, resulting in a net realized gain of $0.1 million. Our Board pre-approved this transaction pursuant to Section 57(f) of the 1940 Act.

The Company collected and will periodically collect principal and interest payments related to certain of the securities purchased by FSC II. Such principal and interest payments will be remitted timely to FSC II based on its proportionate share of the security. FSC II does not have any recourse to the Company related to the non-payment of principal or interest by the underlying issuers of the securities.

The Written Call Option granted FSC II the right to purchase up to 31.25% of our equity investment in Eastport Holdings, LLC. The Written Call Option has a strike price of $1.5 million and a termination date of August 31, 2018. The fair value of the Written Call Option, which has been treated as a derivative liability and is recorded in the financial statement line item Written Call Option at fair value in our consolidated statements of assets and liabilities, was approximately $5.6 million as of September 30, 2017. For purposes of determining the fair value of the Written Call Option, we calculated the difference in the fair value of the underlying equity investment in Eastport Holdings, LLC and the strike price of the Written Call Option, or intrinsic value. The time value of the Written Call Option as of September 30, 2017 was determined to be insignificant. The Written Call Option is classified as a Level 3 financial instrument.

As of September 30, 2017, our average portfolio company investment and our largest portfolio company investment at amortized cost and fair value was approximately $9.9 million and $22.1 million, and $10.2 million and $38.9 million, respectively. As of September 30, 2017, the Company had approximately $52.3 million of cash and cash equivalents. As of December 31, 2016, our average portfolio company investment and our largest portfolio company investment at amortized cost and fair value was approximately $9.7 million and $10.2 million, and $22.1 million and $29.9 million, respectively. As of December 31, 2016, the Company had approximately $36.3 million of cash and cash equivalents.

As of September 30, 2017,2022, our debt investment portfolio, which represented 76.0%79.4% of the fair value of our total portfolio, had a weighted average annualized yield of approximately 12.9%, exclusive of the impact of our non-accrual debt investments.8.9% (excluding non-accruals and collateralized loan obligations). As of September 30, 2017, 58.2%2022, 23.7% of the fair value of our debt investment portfolio was bearing a fixed rate of interest. As of December 31, 2016,2021, our debt investment portfolio, which represented 82.8%67.4% of the fair value of our total portfolio, had a weighted average annualized yield of approximately 13.2%, exclusive of the impact of our non-accrual debt investments.8.1% (excluding non-accruals and collateralized loan obligations). As of December 31, 2016, 57.1%2021, 22.8% of the fair value of our debt investment portfolio was bearing a fixed rate of interest.

The weighted average annualized yield is calculated based on the effective interest rate as of period end, divided by the fair value of our debt investments. The weighted average annualized yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our fees and expenses. There can be no assurance that the weighted average annualized yield will remain at its current level.

As of September 30, 2022, the fair value of our investment portfolio of approximately $193.1 million in good faith in accordance with our valuation procedures. The fair value of our investment portfolio as of September 30, 2022 with input from a third-party valuation firm and the Investment Advisor based on information known or knowable as of the valuation date, including trailing and forward-looking data.

As of September 30, 2022, we had debt investments in two portfolio companies on non-accrual status with an aggregate amortized cost of $12.1 million and an aggregate fair value of $8.9 million, which represented 6.0% and 4.6% of the investment portfolio, respectively. As of December 31, 2021, we had debt investments in two portfolio companies on non-accrual status with aggregate amortized cost of $12.7 million and an aggregate fair value of $7.6 million, which represented 6.7% and 3.8% of the investment portfolio, respectively.


The following table summarizes the amortized cost and the fair value of investments as of September 30, 2022 (dollars in thousands):

 

 

Investments at
Amortized Cost

 

 

Amortized Cost
Percentage of
Total Portfolio

 

 

Investments at
Fair Value

 

 

Fair Value
Percentage of
Total Portfolio

 

First Lien Debt

 

$

124,030

 

 

 

61.2

%

 

$

119,426

 

 

 

61.9

%

Second Lien Debt

 

 

9,020

 

 

 

4.4

%

 

 

7,773

 

 

 

4.0

%

Subordinated Debt

 

 

26,501

 

 

 

13.1

%

 

 

26,096

 

 

 

13.5

%

Collateralized Loan Obligations

 

 

7,267

 

 

 

3.6

%

 

 

6,664

 

 

 

3.5

%

Joint Venture

 

 

277

 

 

 

0.1

%

 

 

270

 

 

 

0.1

%

Equity and Warrants

 

 

35,648

 

 

 

17.6

%

 

 

32,891

 

 

 

17.0

%

Total

 

$

202,743

 

 

 

100.0

%

 

$

193,120

 

 

 

100.0

%

The following table summarizes the amortized cost and the fair value of investments and cash and cash equivalents as of September 30, 2017December 31, 2021 (dollars in thousands):

 

 

Investments at
Amortized Cost

 

 

Amortized Cost
Percentage of
Total Portfolio

 

 

Investments at
Fair Value

 

 

Fair Value
Percentage of
Total Portfolio

 

First Lien Debt

 

$

103,667

 

 

 

54.4

%

 

$

98,251

 

 

 

49.6

%

Second Lien Debt

 

 

30,048

 

 

 

15.8

%

 

 

30,190

 

 

 

15.2

%

Subordinated Debt

 

 

5,050

 

 

 

2.6

%

 

 

5,050

 

 

 

2.6

%

Equity and Warrants

 

 

51,717

 

 

 

27.2

%

 

 

64,698

 

 

 

32.6

%

Total

 

$

190,482

 

 

 

100.0

%

 

$

198,189

 

 

 

100.0

%

  Investments
at
Amortized Cost
  Percentage of
Total
  Investments
at
Fair Value
  Percentage of
Total
 
First Lien Debt $246,188   48.5% $221,205   42.2%
Second Lien Debt  32,284   6.4   30,774   5.9 
Subordinated Debt  120,161   23.7   106,019   20.3 
Equity and Warrants  56,081   11.1   113,108   21.6 
Cash and Cash Equivalents  52,307   10.3   52,307   10.0 
Total $507,021   100.0% $523,413   100.0%

The following table summarizes the amortized cost and the fair value of investments and cash and cash equivalents as of December 31, 2016 (dollars in thousands):

  Investments
at
Amortized Cost
  Percentage of
Total
  Investments
at
Fair Value
  Percentage of
Total
 
First Lien Debt $244,647   44.5% $226,578   39.2%
Second Lien Debt  74,559   13.5   71,483   12.3 
Subordinated Debt  148,849   27.1   150,232   26.0 
Equity and Warrants  45,721   8.3   93,346   16.2 
Cash and Cash Equivalents  36,281   6.6   36,281   6.3 
Total $550,057   100.0% $577,920   100.0%

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The following table shows the portfolio composition by industry grouping at fair value (dollars in thousands):

  September 30, 2017  December 31, 2016 
  Investments at
Fair Value
  Percentage of
Total Portfolio
  Investments at
Fair Value
  Percentage of
Total Portfolio
 
Business Services $64,264   13.6% $51,731   9.5%
Consumer Products  30,135   6.4   30,209   5.6 
Financial Services  29,232   6.2   25,553   4.7 
Information Technology  24,490   5.2   24,232   4.5 
Oil & Gas Services  23,033   4.9   15,083   2.8 
Specialty Retail  21,288   4.5   22,067   4.1 
Building Products  17,952   3.8   18,152   3.3 
Footwear Retail  17,556   3.7   19,236   3.5 
Food Product Manufacturer  16,774   3.6   16,599   3.1 
Sales & Marketing Services  16,173   3.4   16,376   3.0 
Industrial Equipment Rental  15,374   3.3   10,755   2.0 
Retail  14,915   3.2   15,000   2.8 
Bowling Products  13,330   2.8   12,503   2.3 
Textile Equipment Manufacturer  12,830   2.7   13,134   2.4 
Computer Supply Retail  12,411   2.6   12,183   2.2 
Fuel Transportation Services  11,588   2.5   10,303   1.9 
Transportation  10,913   2.3   16,856   3.1 
Healthcare Management  9,892   2.1   10,851   2.0 
Professional and Personal Digital Imaging  9,415   2.0   9,000   1.7 
Automobile Part Manufacturer  9,320   2.0   10,076   1.9 
Consumer Electronics  8,477   1.8   20,818   3.8 
QSR Franchisor  8,404   1.8   8,497   1.6 
Government Services  8,070   1.7       
Conglomerate  7,603   1.6   8,374   1.5 
Healthcare  7,571   1.6   8,582   1.6 
Oil & Gas Engineering and Consulting Services  6,958   1.5   4,500   0.8 
Produce Distribution  6,035   1.3   6,182   1.1 
Farming  5,724   1.2   11,779   2.2 
Advertising & Marketing Services  5,069   1.1   3,910   0.7 
Restaurant  4,874   1.0   4,857   0.9 
Medical Device Distributor  4,684   1.0   25,768   4.8 
Printing Services  3,999   0.8   12,761   2.4 
Online Merchandise Retailer  3,840   0.8   4,169   0.8 
Home Repair Parts Manufacturer  3,213   0.7   1,408   0.3 
Replacement Window Manufacturer  2,706   0.6   2,571   0.5 
Household Product Manufacturer  1,184   0.3   1,001   0.2 
Data Processing & Digital Marketing  1,035   0.2   1,015   0.2 
Retail Display & Security Services  439   0.2   537   0.1 
In-Home Healthcare Services  142   0.0   446   0.1 
Automotive Chemicals & Lubricants  101   0.0   2,230   0.4 
Dental Practice Management  93   0.0   109   0.0 
Home Décor Manufacturer        14,670   2.7 
Bakery Supplies Distributor        10,776   2.0 
Construction Services        9,500   1.7 
Specialty Clothing        5,011   0.9 
Satellite Communications        5,000   0.9 
Industrial Specialty Services        4,750   0.9 
Specialty Defense Contractor        1,532   0.3 
Entertainment        987   0.2 
Total $471,106   100.0% $541,639   100.0 

50

With the exception of the international investment holdings noted below, all investments made by the Company as of September 30, 20172022 and December 31, 2016 were made in portfolio companies located in the U.S. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business. The following table shows the portfolio composition by geographic region at fair value as of September 30, 2017 and December 31, 20162021 (dollars in thousands):

  September 30, 2017  December 31, 2016 
  Investments at
Fair Value
  Percentage of
Total Portfolio
  Investments at
Fair Value
  Percentage of
Total Portfolio
 
South $231,305   49.1% $257,162   47.5%
West  97,503   20.7   85,642   15.8 
Midwest  85,027   18.0   118,682   21.9 
Northeast  46,039   9.8   68,613   12.7 
International  11,232   2.4   11,540   2.1 
Total $471,106   100.0% $541,639   100.0%

In addition to various risk management tools, our Investment Advisor also uses an investment rating system to characterize and monitor our expected level of return on each investment in our portfolio.

As part of our valuation procedures, we risk rate all of our investments. In general, our investment rating system uses a scale of 1 to 5, with 1 being the lowest probability of default and principal loss. Our internal rating is not an exact system, but it is used internally to estimate the probability of: (i) default on our debt securities and (ii) loss of our debt principal, in the event of a default. In general, our internal rating system may also assist our valuation team in its determination of the estimated fair value of equity securities or equity-like securities. Our internal risk rating system generally encompasses both qualitative and quantitative aspects of our portfolio companies.

Our internal investment rating system incorporates the following five categories:

Investment
Rating
Definition
1In general, the investment may be performing above our internal expectations. Full return of principal and interest is expected. Capital gain is expected.
2In general, the investment may be performing within our internal expectations, and potential risks to the applicable investment are considered to be neutral or favorable compared to any potential risks at the time of the original investment. All new investments are initially given this rating.
3In general, the investment may be performing below our internal expectations and therefore, investments in this category may require closer internal monitoring; however, the valuation team believes that no loss of investment return (interest and/or dividends) or principal is expected. The investment also may be out of compliance with certain financial covenants.
4In general, the investment may be performing below internal expectations and quantitative or qualitative risks may have increased substantially since the original investment. Loss of some or all principal is expected.
5In general, the investment may be performing substantially below our internal expectations and a number of quantitative or qualitative risks may have increased substantially since the original investment. Loss of some or all principal is expected.

Our Investment Advisor will monitor and, when appropriate, change the investment ratings assigned to each investment in our portfolio. In connection with our valuation process, our Investment Advisor will review these investment ratings on a quarterly basis. The investment rating of a particular investment should not, however, be deemed to be a guarantee of the investment’s future performance.

The following table shows the distribution of our investments on the 1 to 5 investment rating scale at fair value as of September 30, 2017 and December 31, 2016 (dollars in thousands):

51

  As of September 30, 2017  As of December 31, 2016 
Investment Performance Rating Investments
at
Fair Value
  Percentage of
Total
Investments
  Investments
at
Fair Value
  Percentage of
Total
Investments
 
1 $188,611   40.0% $183,826   33.9%
2  149,196   31.7   215,058   39.7 
3  106,529   22.6   125,381   23.2 
4  26,770   5.7   17,374   3.2 
5            
Total $471,106   100.0% $541,639   100.0%

As of September 30, 2017, we had debt investments in 4 portfolio companies on non-accrual status with an amortized cost of $57.2 million and a fair value of $26.8 million, which represented 12.6% and 5.7% of the investment portfolio, respectively. As of December 31, 2016, we had debt investments in 3 portfolio companies on non-accrual status with amortized cost of $29.5 million and a fair value of $17.4 million, which represented 5.7% and 3.2% of the investment portfolio, respectively.

Capitala Senior Liquid Loan Fund I, LLC

On March 24, 2015, the Company and Trinity Universal Insurance Company (“Trinity”), a subsidiary of Kemper Corporation, entered into a limited liability company agreement to co-manage CSLLF. The purpose and design of the joint venture was to invest primarily in broadly syndicated senior secured loans to middle-market companies, which were purchased on the secondary market. Capitala and Trinity committed to provide $25.0 million of equity to CSLLF, with Capitala providing $20.0 million and Trinity providing $5.0 million, resulting in an 80%/20% economic ownership between the two parties. The board of directors and investment committee of CSLLF were split 50/50 between Trinity and Capitala, resulting in equal voting power between the two entities. In September 2016, the Company and Trinity elected to wind-down operations of CSLLF. During the fourth quarter of 2016, CSLLF sold all referenced assets underlying the total return swap (“TRS”) and declared final distributions, inclusive of dividends and return of capital, in December 2016.

Because the TRS was wound down in a prior period, only comparative period disclosures are included herein. For the three and nine months ended September 30, 2016, the Company received $0.5 million and $1.6 million, respectively, in dividend income from its equity interest in CSLLF.

On March 27, 2015, CSLLF entered into a TRS with Bank of America, N.A. (“Bank of America”) that was indexed to a basket of senior secured loans purchased by CSLLF. CSLLF obtained the economic benefit of the loans underlying the TRS, including the net interest spread between the interest income generated by the underlying loans and the interest expense type payment under the TRS, the realized gain (loss) on liquidated loans, and the unrealized appreciation (depreciation) on the underlying loans.

The terms of the TRS were governed by an ISDA 2002 Master Agreement, the Schedule thereto, and Credit Support Annex to such Schedule, and the confirmation exchanged thereunder, between CSLLF and Bank of America, which collectively established the TRS, and are collectively referred to herein as the “TRS Agreement.” Pursuant to the terms of the TRS Agreement, CSLLF selected a portfolio of loans with a maximum market value (determined at the time each such loan becomes subject to the TRS) of $100.0 million, which was also referred to as the maximum notional amount of the TRS. Each individual loan, and the portfolio of loans taken as a whole, had to meet criteria described in the TRS Agreement. CSLLF received from Bank of America a periodic payment on set dates that was based upon any coupons, both earned and accrued, generated by the loans underlying the TRS, subject to limitations described in the TRS Agreement as well as any fees associated with the loans included in the portfolio. CSLLF paid to Bank of America interest at a rate equal to the London Interbank Offered Rate (“LIBOR”) plus 1.25% per annum; the LIBOR option paid by CSLLF was determined on an asset by asset basis such that the tenor of the LIBOR option (1 month, 3 month, etc.) matched the tenor of the underlying reference asset. In addition, upon the termination of any loan subject to the TRS or any repayment of the underlying reference asset, CSLLF either received from Bank of America the appreciation in the value of such loan, or paid to Bank of America any depreciation in the value of such loan.

CSLLF was required to pay an unused facility fee of 1.25% on any amount of unused facility under the minimum facility amount of $70.0 million as outlined in the TRS Agreement. Such unused facility fees were not applied during the first 4 months and last 60 days of the term of the TRS. CSLLF also agreed to pay Bank of America customary fees and expenses in connection with the establishment and maintenance of the TRS.

CSLLF was required to initially cash collateralize a specified percentage of each loan (generally 20% to 35% of the market value of senior secured loans) included under the TRS in accordance with margin requirements described in the TRS Agreement. As of December 31, 2016, CSLLF had posted $0.0 million in collateral to Bank of America in relation to the TRS which was recorded on CSLLF’s statements of assets and liabilities as cash held as collateral on total return swap. The cash collateral represented CSLLF’s maximum credit exposure as of December 31, 2016.

52

In connection with the TRS, CSLLF made customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar transactions governed by an ISDA 2002 Master Agreement.

CSLLF’s receivable due on the TRS represents realized amounts from payments on underlying loans in the total return swap portfolio. At December 31, 2016, the receivable due on TRS was $0.1 million, respectively, and is recorded on CSLLF’s statement of assets and liabilities below. CSLLF does not offset collateral posted in relation to the TRS with any unrealized appreciation or depreciation outstanding in the statement of assets and liabilities as of December 31, 2016.

Transactions in TRS contracts during the three and nine months ended September 30, 2016 resulted in $1.4 million and $2.8 million, respectively, in realized gains and $0.8 million and $2.4 million, respectively, in unrealized appreciation, which was recorded on CSLLF’s statements of operations below.

The following represents the volume of the CSLLF’s derivative transactions during the three and nine months ended September 30, 2016 (dollars in thousands):

  For the
Three Months
Ended
September 30, 2016
  For the
Nine Months
Ended
September 30, 2016
 
Average notional par amount of contract $68,935  $74,674 

Below is certain summarized financial information for CSLLF as of December 31, 2016 and for the three and nine months ended September 30, 2016 (dollars in thousands):

Selected Statements of Assets and Liabilities:

  As of
December 31,
2016
 
ASSETS    
Receivable due on Total Return Swap $82 
Total assets $82 
     
LIABILITIES    
Distribution payable $82 
Total liabilities $82 
     
NET ASSETS    
Total net assets $ 
Total liabilities and net assets $82 

Selected Statements of Operation (unaudited):

  For the
Three Months
  For the
Nine Months
 
  Ended  Ended 
  September 30, 2016  September 30, 2016 
       
Administrative and legal expenses $(15) $(131)
Net operating loss $(15) $(131)
Net realized gain on Total Return Swap $1,374  $2,810 
Net unrealized appreciation on Total Return Swap  775   2,380 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $2,134  $5,059 

53

 

September 30, 2022

 

 

December 31, 2021

 

 

Investments at
Fair Value

 

 

Percentage of Total Portfolio

 

 

Investments at
Fair Value

 

 

Percentage of Total Portfolio

 

Healthcare

$

33,338

 

 

 

17.3

%

 

$

28,851

 

 

 

14.6

%

Financials

 

28,710

 

 

 

14.9

%

 

 

17,161

 

 

 

8.7

%

Business Services

 

21,187

 

 

 

11.0

%

 

 

32,819

 

 

 

16.6

%

Information Technology

 

16,298

 

 

 

8.4

%

 

 

24,067

 

 

 

12.1

%

Consumer Discretionary

 

16,190

 

 

 

8.4

%

 

 

11,018

 

 

 

5.6

%

Industrials

 

15,655

 

 

 

8.1

%

 

 

14,641

 

 

 

7.4

%

Healthcare Management

 

8,713

 

 

 

4.5

%

 

 

7,002

 

 

 

3.5

%

Entertainment

 

7,984

 

 

 

4.1

%

 

 

8,894

 

 

 

4.5

%

Financial Services

 

6,408

 

 

 

3.3

%

 

 

7,430

 

 

 

3.7

%

Online Merchandise Retailer

 

5,528

 

 

 

2.9

%

 

 

5,951

 

 

 

3.0

%

Textile Equipment Manufacturer

 

5,020

 

 

 

2.6

%

 

 

5,050

 

 

 

2.5

%

Medical Device Distributor

 

4,851

 

 

 

2.5

%

 

 

4,961

 

 

 

2.5

%

Consumer Staples

 

4,836

 

 

 

2.5

%

 

 

-

 

 

 

0.0

%

Automobile Part Manufacturer

 

4,819

 

 

 

2.5

%

 

 

2,721

 

 

 

1.4

%

Advertising & Marketing Services

 

3,823

 

 

 

2.0

%

 

 

4,579

 

 

 

2.3

%

QSR Franchisor

 

3,626

 

 

 

1.9

%

 

 

8,007

 

 

 

4.0

%

Home Repair Parts Manufacturer

 

2,741

 

 

 

1.4

%

 

 

3,062

 

 

 

1.5

%

Testing laboratories

 

817

 

 

 

0.4

%

 

 

1,113

 

 

 

0.6

%

Household Product Manufacturer

 

758

 

 

 

0.4

%

 

 

287

 

 

 

0.1

%

General Industrial

 

641

 

 

 

0.3

%

 

 

645

 

 

 

0.3

%

Data Processing & Digital Marketing

 

509

 

 

 

0.3

%

 

 

509

 

 

 

0.3

%

Electronic Machine Repair

 

264

 

 

 

0.1

%

 

 

8,465

 

 

 

4.3

%

Oil & Gas Engineering and Consulting Services

 

204

 

 

 

0.1

%

 

 

333

 

 

 

0.2

%

Consumer Products

 

200

 

 

 

0.1

%

 

 

623

 

 

 

0.3

%

 

$

193,120

 

 

 

100

%

 

$

198,189

 

 

 

100

%

Results of Operations

Operating results for the three and nine months ended September 30, 20172022 and 20162021 were as follows (dollars in thousands):

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Total investment income

 

$

3,748

 

 

$

3,372

 

 

$

10,389

 

 

$

13,342

 

Total expenses, net of incentive fee waiver

 

 

3,566

 

 

 

4,882

 

 

 

12,186

 

 

 

15,601

 

Net investment income (loss)

 

 

182

 

 

 

(1,510

)

 

 

(1,797

)

 

 

(2,259

)

Net realized (loss) gain on investments

 

 

(5,192

)

 

 

7,425

 

 

 

10,274

 

 

 

349

 

Net change in unrealized appreciation (depreciation) on investments

 

 

2,049

 

 

 

(9,401

)

 

 

(17,330

)

 

 

4,039

 

Net realized loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 

(815

)

Net (decrease) increase in net assets resulting from operations

 

$

(2,961

)

 

$

(3,486

)

 

$

(8,853

)

 

$

1,314

 

  For the three months ended  For the nine months ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Total investment income $12,312  $17,357  $39,489  $51,798 
Total expenses, net of incentive fee waivers  7,902   9,916   28,185   29,505 
Net investment income  4,410   7,441   11,304   22,293 
Net realized gain (loss) from investments  (10,283)  (17,030)  (749)  (24,897)
Net unrealized appreciation (depreciation) on investments  3,187   8,474   (11,471)  4,557 
Net unrealized depreciation on written call option  (407)  (898)  (2,819)  (898)
Change in provision for deferred taxes on unrealized appreciation on investments  (2,660)     (2,660)   
Net increase (decrease) in net assets resulting from operations $(5,753) $(2,013) $(6,395) $1,055 

Investment income

The composition of our investment income for the three and nine months ended September 30, 20172022 and 20162021 was as follows (dollars in thousands):

  For the three months ended  For the nine months ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Interest income $9,514  $14,654  $31,288  $43,002 
Fee income  247   561   1,243   2,303 
Payment-in-kind interest and dividend income  1,880   1,518   5,638   3,966 
Dividend income  580   574   1,110   2,427 
Other income  48   42   125   85 
Interest from cash and cash equivalents  43   8   85   15 
Total investment income $12,312  $17,357  $39,489  $51,798 


 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest income

 

$

3,373

 

 

$

3,248

 

 

$

9,566

 

 

$

11,969

 

Payment-in-kind interest

 

 

297

 

 

 

100

 

 

 

737

 

 

 

393

 

Dividend income

 

 

 

 

 

24

 

 

 

 

 

 

739

 

Other income

 

 

78

 

 

 

 

 

 

86

 

 

 

241

 

Total investment income

 

$

3,748

 

 

$

3,372

 

 

$

10,389

 

 

$

13,342

 

The income reported as interest income, and PIK interest, and PIK dividend income is generally based on the stated rates as disclosed in our consolidated scheduleschedules of investments. Accretion of discounts paidreceived for purchased loans are included in interest income as an adjustment to yield. As a general rule, our interest income, and PIK interest, and PIK dividend income are recurring in nature.

We also generate fee income primarily through origination fees charged for new investments, and secondarily via amendment fees, consent fees, prepayment penalties, and other fees. While the fee income is typically non-recurring for each investment, most of our new investments include an origination fee; as such, fee income is dependent upon our volume of directly originated investments and the fee structure associated with those investments.

We earn dividends on certain equity investments within our investment portfolio. As noted in our consolidated scheduleschedules of investments, some investments are scheduled to pay a periodic dividend, though these recurring dividends do not make up a significant portion of our total investment income. We may receive, and have received, more substantial one-time dividends from our equity investments.

For the three months ended September 30, 2017,2022, total investment income decreasedincreased by $5.0$0.4 million, or 29.1%11.2%, compared to the three months ended September 30, 2016.2021. The increase from the prior period over period decline was driven primarily by a $5.1 million declinean increase in interest income due to less average investments outstanding and an increase in non-accrual investments. Forfrom $3.2 million for the three months ended September 30, 2017, PIK2021 to $3.4 million for the three months ended September 30, 2022. The increase in interest income increased by $0.4 millionis primarily due to higher average outstanding debt investments and increases in SOFR for the three months ended September 30, 2022 compared to the three months ended September 30, 2016, primarily due to investment restructurings that provided for an increase in the2021. PIK rate being charged. For the three months ended September 30, 2017, we generated $0.2income increased from $0.1 million in origination fees from new deployments and $45 thousand in non-origination fees. Comparatively, for the three months ended September 30, 2016, we generated no origination fees from new deployments and $0.62021 to $0.3 million for the three months ended September 30, 2022. The increase in non-origination fees.

PIK income was due to an increase in investments with a contractual PIK rate.

For the nine months ended September 30, 2017,2022, total investment income decreased by $12.3$3.0 million, or 23.8%22.1%, compared to the nine months ended September 30, 2016.2021. The decrease from the prior period over period decline was driven primarily by a $11.7 million declinedecrease in interest income due to less average debt investments outstanding and an increase in non-accrual investments. Forfrom $12.0 million for the nine months ended September 30, 2017, PIK2021 to $9.6 million for the nine months ended September 30, 2022. The decline in interest income increased by $1.7 millionis primarily due to lower average outstanding debt investments for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2016, primarily due to investment restructurings that provided for an increase to the2021. PIK rate being charged. For the nine months ended September 30, 2017, we generated $0.6 million in origination feesincome increased from new deployments and $0.6 million in non-origination fees. Comparatively, for the nine months ended September 30, 2016, we generated $0.7 million in origination fees from new deployments and $1.6 million in non-origination fees. Dividend income decreased from $2.4$0.4 million for the nine months ended September 30, 2016,2021 to $1.1$0.7 million for the nine months ended September 30, 2017.2022. The decreaseincrease in dividendPIK income was driven primarily by the wind-down of CSLLF, which did not paydue to an increase in investments with a dividend for the nine months ended September 30, 2017, but paid a dividend of $1.6contractual PIK rate. Dividend income decreased from $0.7 million for the nine months ended September 30, 2016.2021 to zero for the nine months ended September 30, 2022, primarily due to non-recurring dividends received from portfolio companies during the nine months ended September 30, 2021.

54

Operating expenses

The composition of our expenses for the three and nine months ended September 30, 20172022 and September 30, 20162021 was as follows (dollars in thousands):

  For the three months ended  For the nine months ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Interest and financing expenses $4,585  $4,938  $14,726  $14,990 
Loss on extinguishment of debt        2,732    
Base management fee  2,417   2,619   7,436   8,049 
Incentive fees, net of incentive fee waiver     1,470   350   3,482 
General and administrative expenses  900   889   2,941   2,984 
Total expenses, net of incentive fee waiver $7,902  $9,916  $28,185  $29,505 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest and financing expenses

 

$

1,558

 

 

$

2,296

 

 

$

5,877

 

 

$

8,061

 

Base management fee

 

 

927

 

 

 

1,111

 

 

 

2,928

 

 

 

3,781

 

Directors' fees

 

 

135

 

 

 

103

 

 

 

358

 

 

 

309

 

Administrative service fees

 

 

175

 

 

 

200

 

 

 

426

 

 

 

900

 

General and administrative expenses

 

 

771

 

 

 

1,172

 

 

 

2,597

 

 

 

2,550

 

Total expenses

 

$

3,566

 

 

$

4,882

 

 

$

12,186

 

 

$

15,601

 

For the three months ended September 30, 2017,2022, operating expenses decreased $2.0by $1.3 million, or 20.3%27.0%, compared to the three months ended September 30, 2016. For2021. Interest and financing expenses decreased from $2.3 million for the three months ended September 30, 2017, interest and financing expenses decreased $0.42021 to $1.6 million for the three months ended September 30, 2022 due primarily to lower average outstanding debt as well as a lower cost of debt capital during the three months ended September 30, 2022 compared to the three months ended September 30, 2016, due primarily to lower Credit Facility utilization during the period. Management2021 . Base management fees declined by $0.2 million, from $2.6$1.1 million for the three months ended September 30, 20162021 to $2.4$0.9 million for the three months ended September 30, 2017,2022, due to lower average assets under management. Incentive fees, net of incentive fee waiver, declined by $1.5 million,General and administrative expenses decrease from $1.5$1.2 million for the three months ended September 30, 20162021 to $0.0$0.8 million for the three months ended September 30, 2017,2022, primarily due to lower pre-incentive fee net investment income.higher professional fees in the prior year.

For the nine months ended September 30, 2017,2022, operating expenses decreased $1.3by $3.4 million, or 4.5%21.9%, compared to the nine months ended September 30, 2016. For the nine months ended September 30, 2017, we recognized a $2.7 million loss on extinguishment of debt related to repayment of the 2021 Notes. The increase in2021. Interest and financing expenses related to the loss on extinguishment of debt was offset by (i) a decline in management fees,decreased from $8.0$8.1 million for the nine months ended September 30, 20162021 to $7.4$5.9 million for the nine months ended September 30, 2017,2022 due primarily to lower average assets underoutstanding debt as well as a lower cost of debt capital during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. Base management and (ii) a decline in net incentive fees net of incentive fee waiverdeclined from $3.5$3.8 million for the nine months ended September 30, 20162021 to $2.9 million for the nine months ended September 30, 2022, due to lower average assets under management. Administrative services fees declined from $0.9 million for the nine months ended September 30, 2021 to $0.4 million for the nine months ended September 30, 2017,2022, due to lower pre-incentive fee net investment income,efficiencies generated by the size and (iii) a decline in interest and financing expense, from $15.0 million forscale of the nine months ended September 30, 2016 to $14.7 million for the nine months ended September 30, 2017, due to a lower average debt balance outstanding during the period.Investment Advisor's platform.

Net realized gains (losses)gain (loss) on sales of investments

During the three and nine months ended September 30, 2017,2022, we recognized $(10.3)$5.2 million and $(0.7) million, respectively, of net realized losses and $10.3 million of net realized gains on our portfolio investments.investments, respectively. During the three and nine months ended September 30, 2016,2021, we recognized $(17.0)$7.4 million and $(24.9)$0.3 million respectively, of net realized lossesgains on our portfolio investments.investments, respectively.

Net unrealized appreciation (depreciation) on investments

Net change in unrealized appreciation (depreciation) on investments reflects the net change in the fair value of our investment portfolio. For the three months ended September 30, 2017 we had $3.2 million of net unrealized appreciation on investments. For theand nine months ended September 30, 20172022, we had $(11.5)recognized $2.0 million of net unrealized depreciation on investments. For the three months ended September 30, 2016 we had $8.5and $(17.3) million of net unrealized appreciation on investments. For the nine months ended September 30, 2016 we had $4.6 million of net unrealized appreciation on investments.

Change in provision for deferred taxes on unrealized appreciation on investments

Change in provision for deferred taxes on unrealized appreciation on investments reflects the deferred tax effect of the net change in unrealized appreciation of(depreciation) on investments, held in our Taxable Subsidiaries.respectively. For the three and nine months ended September 30, 2017,2021, we had arecognized $(9.4) million and $4.0 million of net change in provision for deferred taxes on unrealized (depreciation) appreciation on investments, of $(2.7) million. For the three and nine months ended September 30, 2016, we had no changerespectively.


Changes in provision for deferred taxes on unrealized appreciation on investments.

55

Net unrealized appreciation (depreciation) on Written Call Option

net assets resulting from operations

For the three and nine months ended September 30, 2017, we had net unrealized depreciation on the Written Call Option of $(0.4) million and $(2.8) million, respectively. For the three and nine months ended September 30, 2016 we had net unrealized depreciation on the Written Call Option of $(0.9) million. As previously noted, unrealized appreciation (depreciation) on the Written Call Option is based on the change in fair value of the underlying equity investment in Eastport Holdings, LLC, less the strike price of the Written Call Option.

Changes in net assets resulting from operations

For the three and nine months ended September 30, 2017,2022, we recorded a net decrease in net assets resulting from operations of $(5.8)$3.0 million and $(6.4)$8.9 million, respectively. Based on the weighted average shares of common stock outstanding for the three and nine months ended September 30, 2017,2022, our per share net decrease in net assets resulting from operations was $(0.36)$1.09 and $(0.40),$3.27, respectively.

For the three and nine months ended September 30, 2016,2021, we recorded a net (decrease) increase (decrease) in net assets resulting from operations of $(2.0)$(3.5) million and $1.1$1.3 million, respectively. Based on the weighted average shares of common stock outstanding for the three and nine months ended September 30, 2016,2021, our per share net (decrease) increase in net assets resulting from operations was $(0.13)$(1.29) and $0.07,$0.48, respectively.

Summarized Financial Information of Our Unconsolidated Subsidiaries

The Company holds a control interest, as defined by the 1940 Act, in six portfolio companies that are considered significant subsidiaries under the guidance in Regulation S-X, but are not consolidated in the Company’s consolidated financial statements. Below is a brief description of each such portfolio company, along with summarized financial information as of September 30, 2017 and December 31, 2016, and for the nine months ended September 30, 2017 and September 30, 2016, respectively.

CableOrganizer Acquisition, LLC

CableOrganizer Acquisition, LLC, a Delaware limited liability company that began operations on April 23, 2013, is a leading online provider of cable and wire management products. The income the Company generated from CableOrganizer Acquisition, LLC, which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation), was $1.3 million and $1.4 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

Eastport Holdings, LLC

Eastport Holdings, LLC, an Ohio limited liability company organized on November 1, 2011, is a holding company consisting of marketing and advertising companies located across the U.S. The income the Company generated from Eastport Holdings, LLC, which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation), was $7.9 million and $11.0 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

Kelle’s Transport Service, LLC

Kelle’s Transport Service, LLC, a Delaware limited liability company organized on March 28, 2014, provides temperature sensitive transportation services throughout North America. The loss the Company generated from Kelle’s Transport Service, LLC, which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation), was $(3.7) million and $(1.2) million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

Navis Holdings, Inc.

Navis Holdings, Inc., incorporated in Delaware on December 21, 2010, designs and manufactures leading machinery for the global knit and woven finishing textile industries. The income the Company generated from Navis Holdings, Inc., which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation) was $0.8 million and $2.1 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

On-Site Fuel Services, Inc.

On-Site Fuel Services, Inc. is a 100% owned subsidiary of On-Site Fuel Holdings, Inc., which was incorporated in Delaware on December 19, 2011. On-Site Fuel Services, Inc. provides fueling services for commercial and government vehicle fleets throughout the southeast U.S. The income the Company generated from On-Site Fuel Service, Inc., which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation), was $0.1 million and $1.9 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

Micro Precision, LLC

Micro Precision, LLC, formed on August 5, 2011 as a Delaware limited liability company, is a prime contractor supplying critical parts and mechanical assemblies to the United States Department of Defense as well as designer and manufacturer of locomotive air horns. The income (loss) the Company generated from Micro Precision, LLC, which includes all interest, dividends, PIK interest and dividends, fees, and unrealized appreciation (depreciation), was $(0.2) million and $0.7 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

56

The summarized unaudited financial information of our unconsolidated subsidiaries was as follows (dollars in thousands):

  As of 
Balance Sheet – CableOrganizer Acquisition, LLC September 30,
2017
  December 31,
2016
 
Current assets $8,859  $5,589 
Noncurrent assets  9,714   9,872 
Total assets $18,573  $15,461 
         
Current liabilities $8,365  $4,219 
Noncurrent liabilities  12,247   11,882 
Total liabilities $20,612  $16,101 
         
Total deficit $(2,039) $(640)

  For the nine months ended 
Statements of Operations – CableOrganizer Acquisition, LLC September 30,
2017
  September 30,
2016
 
Net sales $21,926  $17,440 
Cost of goods sold  15,558   11,703 
Gross profit $6,368  $5,737 
         
Other expenses $7,767  $6,877 
Loss before income taxes  (1,399)  (1,140)
Income tax benefit      
Net loss $(1,399) $(1,140)

  As of 
Balance Sheet – Eastport Holdings, LLC September 30,
2017
  December 31,
2016
 
Current assets $93,749  $96,175 
Noncurrent assets  150,772   145,802 
Total assets $244,521  $241,977 
         
Current liabilities $153,294  $157,622 
Noncurrent liabilities  44,558   41,355 
Total liabilities $197,852  $198,977 
         
Total equity $46,669  $43,000 

  For the nine months ended 
Statements of Operations – Eastport Holdings, LLC September 30,
2017
  September 30,
2016
 
Net sales $415,289  $388,036 
Cost of goods sold  308,434   305,926 
Gross profit $106,855  $82,110 
         
Other expenses $102,116  $76,195 
Income before income taxes  4,739   5,915 
Income tax provision  650   1,596 
Net income $4,089  $4,319 

57

  As of 
Balance Sheet – Kelle’s Transport Services, LLC September 30,
2017
  December 31,
2016
 
Current assets $8,863  $8,415 
Noncurrent assets  12,379   13,374 
Total assets $21,242  $21,789 
         
Current liabilities $12,073  $4,664 
Noncurrent liabilities  17,487   14,962 
Total liabilities $29,560  $19,626 
         
Total equity(deficit) $(8,318) $2,163 

  For the nine months ended 
Statements of Operations – Kelle’s Transport Services, LLC September 30,
2017
  September 30,
2016
 
Net sales $38,594  $49,095 
Cost of goods sold  37,879   41,198 
Gross profit $715  $7,897 
         
Other expenses $10,906  $9,219 
Loss before income taxes  (10,191)  (1,322)
Income tax provision     43
Net loss $(10,191) $(1,365)

  As of 
 ��September 30,  December 31, 
Balance Sheets - Navis Holdings, Inc. 2017  2016 
Current assets $4,967  $4,655 
Noncurrent assets  3,131   3,446 
Total assets $8,098  $8,101 
         
Current liabilities $2,473  $2,448 
Noncurrent liabilities  7,006   6,719 
Total liabilities $9,479  $9,167 
         
Total deficit $(1,381) $(1,066)

  For the nine months ended 
  September 30,  September 30, 
Statement of Operations - Navis Holdings, Inc. 2017  2016 
Net sales $9,990  $13,866 
Cost of goods sold  6,251   8,585 
Gross profit $3,739  $5,281 
         
Other expenses $3,389  $3,666 
Income before income taxes  350   1,615 
Income tax provision  140   633 
Net income $210  $982 

  As of 
  September 30,  December 31, 
Balance Sheets - On-Site Fuel Services, Inc. 2017  2016 
Current assets $22,400  $13,079 
Noncurrent assets  22,930   16,283 
Total assets $45,330  $29,362 
         
Current liabilities $21,157  $35,244 
Noncurrent liabilities  34,215   1,127 
Total liabilities $55,372  $36,371 
         
Total deficit $(10,042) $(7,009)

  For the nine months ended 
  September 30,  September 30, 
Statement of Operations - On-Site Fuel Services, Inc. 2017  2016 
Net sales $113,822  $78,408 
Cost of goods sold  93,013   62,522 
Gross profit $20,809  $15,886 
         
Other expenses $23,843  $18,785 
Loss before income taxes  (3,034)  (2,899)
Income tax provision  -   - 
Net loss $(3,034) $(2,899)

58

  As of 
  September 30,  December 31, 
Balance Sheets - Micro Precision, LLC 2017  2016 
Current assets $6,312  $10,580 
Noncurrent assets  19,808   15,562 
Total assets $26,120  $26,142 
         
Current liabilities $7,253  $8,680 
Noncurrent liabilities  13,951   16,137 
Total liabilities $21,204  $24,817 
         
Total equity $4,916  $1,325 

  For the nine months ended 
  September 30,  September 30, 
Statement of Operations - Micro Precision, LLC 2017  2016 
Net sales $12,289  $13,294 
Cost of goods sold  7,522   8,659 
Gross profit $4,767  $4,635 
         
Other expenses $4,509  $5,101 
Income/(loss) before income taxes  258   (466)
Income tax provision  -   - 
Net income/(loss) $258  $(466)

Financial Condition, Liquidity and Capital Resources

We use and intend to use existing cash primarily to originate investments in new and existing portfolio companies, pay distributions to our shareholders,stockholders, and repay indebtedness.

OnSince our IPO, we have raised approximately $136.0 million in net proceeds from equity offerings through September 30, 2013, we issued 4,000,000 shares at $20.00 per share in our IPO, yielding net proceeds of $74.25 million.2022.

KeyBank Credit Facility

On October 17, 2014, we30, 2020, Capitala Business Lending, LLC ("CBL"), a direct, wholly owned, consolidated subsidiary of the Company, entered into a senior secured revolving credit agreement (the “Credit Facility”("the KeyBank Credit Facility") with ING Capital, LLC,the Investment Advisor at the time, as collateral manager, the lenders from time to time parties thereto (each, a “Lender”), KeyBank National Association, as administrative agent, arranger, and bookrunner, and the lenders party thereto. On June 16, 2017, we entered into an amendment to ourU.S. Bank National Association, as custodian. The KeyBank Credit Facility with ING Capital, LLC (the “Amendment”). Pursuant towas amended on May 10, 2022. Under the Amendment, theKeyBank Credit Facility, currently provides for borrowingsthe Lenders have agreed to extend credit to CBL in an aggregate principal amount of up to $114.5$75.0 million and may be increasedas of May 10, 2022, with an uncommitted accordion feature that allows the Company to borrow up to $200.0 million pursuant to its “accordion” feature.an additional $125.0 million. The KeyBank Credit Facility matures on June 16, 2021.May 10, 2027, unless there is an earlier termination or event of default. The period during which the Lenders may make loans to CBL under the KeyBank Credit Facility commenced on October 30, 2020 and will continue through May 10, 2025, unless there is an earlier termination or event of default. Borrowings under the KeyBank Credit Facility bear interest at 1M Term SOFR plus 2.90% during the 3-year revolving period and 3.25% thereafter, with a 0.40% 1M Term SOFR floor. CBL will also pay an unused commitment fee at a rate of (1) 1.00% if utilization is less than or equal to 30.0%, (2) 0.65% if utilization is greater than 30.0% but less than or equal to 60.0%, or (3) 0.35% if utilization is greater than 60.0%, per annum on the unutilized portion of the aggregate commitments under the KeyBank Credit Facility. As of September 30, 2022 and December 31, 2021,, there were draws of $45.8 million and zero, respectively, on KeyBank Credit Facility. The KeyBank Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of September 30, 2017, we2022 and December 31, 2021, assets pledged to secure the KeyBank Credit Facility had $0.0 outstandinga fair value of $101.4 million and $114.5$57.7 million, availablerespectively.

2032 Convertible Notes

On April 1, 2022, the Company issued $15.0 million in aggregate principal amount of 5.25% fixed-rate convertible notes due April 1, 2032 (the “2032 Convertible Notes”).

The 2032 Convertible Notes are convertible, at the holder’s option and at any time on or prior to the close of business on the business day immediately preceding the maturity date, into such number of shares of the Company’s common stock as is equal to the principal balance of the notes being converted on such date divided by the “Conversion Price,” as described below. The Company will not issue more than 539,503 shares of common stock in the aggregate under the Credit Facility.purchase agreement governing the 2032 Convertible Notes (the “Purchase Agreement”); however, such number of shares may be adjusted from time to time to give effect to any forward or reverse stock splits with respect to the common stock as well as any further adjustments described in the purchase agreement. The “Conversion Price” will be equal to the average “Closing Sale Price” for the five “Trading Days” immediately prior to the relevant “Conversion Date,” as those terms are defined in the Purchase Agreement, subject to certain anti-dilutive provisions, as further described in the Purchase Agreement. No holder of a 2032 Convertible Note will be entitled to convert any such note or portion thereof if such conversion would result in more than $7,500,000 in principal amount of 2032 Convertible Notes being converted in any such calendar quarter. The Company has determined that the embedded conversion option in the 2032 Convertible Notes is not required to be separately accounted for as a derivative under U.S. GAAP.

On April 13, 2015, we completedThe Company obtained an underwrittenInvestment Grade rating from a Nationally Recognized Statistical Rating Organization (“NRSRO”) with respect to the 2032 Convertible Notes. The 2032 Convertible Notes have a fixed interest rate of 5.25% per annum payable semi-annually on March 31 and September 30 of each year, commencing on September 30, 2022, subject to a step up of 0.75% per annum to the extent that the 2032 Convertible Notes are downgraded below Investment Grade by an NRSRO or the 2032 Convertible Notes no longer maintain a rating from an NRSRO. The Company will also be required to pay an additional interest rate of 2.0% per annum (x) on any overdue payment of interest and (y) during the continuance of an “Event of Default.” The Company intends to use the net proceeds from the offering of 3,500,000 sharesthe 2032 Convertible Notes for general corporate purposes, which may include repaying outstanding indebtedness, making opportunistic investments and paying corporate expenses. In addition, on the occurrence of our common stocka “Change in Control Repurchase Event” or “Delisting Event,” as defined in the Purchase Agreement, the Company will generally be required to make an offer to purchase the outstanding 2032 Convertible Notes at a publicprice equal to 100% of the principal amount of such 2032 Convertible Notes plus accrued and unpaid interest to the repurchase date. The 2032 Convertible Notes are redeemable prior to maturity. No “sinking fund” is provided for the 2032 Convertible Notes.

As of September 30, 2022, the Company had $15.0 million in 2032 Convertible Notes outstanding.

2026 Notes

On October 29, 2021, we issued $50.0 million in aggregate principal amount of 5.25% fixed rate notes due October 30, 2026 (the "2026 Notes") pursuant to a supplemental indenture with U.S. Bank National Association (the "Trustee"), which supplements that certain base indenture, dated as of June 16, 2014. The 2026 Notes were issued in a private placement exempt from registration under the Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The net proceeds to the Company were approximately $48.8 million, after deducting estimated offering price of $18.32 per share.expenses. The total proceeds receivedNotes will mature on October 30, 2026 and may be redeemed in whole or in part at the Company's option at any time or from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 5.25% per year payable semi-annually on April 30 and October 30 of each year, commencing on April 30, 2022. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

In connection with the offering, netthe Company entered into a Registration Rights Agreement, dated as of underwriting discountsOctober 29, 2021 (the "Registration Rights Agreement"), with the purchasers of the 2026 Notes. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the Securities and offering costs wereExchange Commission a registration statement relating to an offer to exchange the 2026 Notes for new notes issued by the Company that are registered under the Securities Act and


otherwise have terms substantially identical to those of the 2026 Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective.

As of September 30, 2022, the Company had approximately $61.7 million.$50.0 million in aggregate principal amount of 2026 Notes outstanding.

2022 Notes

On May 16, 2017, we issued $70.0 million in aggregate principal amount of 6.0% fixed-rate notes due May 31, 2022 (the “2022 Notes”). On May 25, 2017, we issued an additional $5.0 million in aggregate principal amount of the 2022 Notes pursuant to a partial exercise of the underwriters’ overallotment option. On November 1, 2021, we notified the Trustee for the 2022 Notes of the Company's election to redeem $50.0 million aggregate principal amount of the 2022 Notes outstanding. The redemption was completed on December 6, 2021. On May 31, 2022, the 2022 Notes reached maturity, and the entire outstanding principal of the 2022 Notes became payable and was paid by the Company. Accordingly, as of September 30, 2022, there were no 2022 Notes outstanding.

The 2022 Notes will mature on May 31, 2022, and may be redeemedwere subject to redemption in whole or in part at any time or from time to time at our option on or after May 31, 2019 at a redemption price equal to 100% of the outstanding principal, plus accrued and unpaid interest. Interest ison the 2022 Notes was payable quarterly beginning August 31, 2017.quarterly. The 2022 Notes arewere listed on the NASDAQ Global Select Market under the trading symbol “CPTAL” with a par value of $25.00 per share.

2022 Convertible Notes

On May 26, 2017, we issued $50.0 million in aggregate principal amount of 5.75% fixed-rate convertible notes due on May 31, 2022 (the “2022 Convertible Notes”). On June 26, 2017, we issued an additional $2.1 million in aggregate principal amount of the 2022 Convertible Notes pursuant to a partial exercise of the underwriters’ overallotment option. On May 31, 2022, the 2022 Convertible Notes reached maturity, and the entire outstanding principal of the 2022 Convertible Notes became payable, and was paid by the Company. Accordingly, as of September 30, 2022, there were no 2022 Convertible Notes outstanding.

Interest ison the 2022 Convertible Notes was payable quarterly beginning August 31, 2017.quarterly. The 2022 Convertible Notes arewere listed on the NASDAQ Capital Market under the trading symbol “CPTAG” with a par value of $25.00 per share.

Asset Coverage Ratio

We are only allowed to borrow money such that our asset coverage, as defined in the 1940 Act, equals at least 150% if certain requirements are met, after such borrowing, with certain limited exceptions. As of September 30, 2022, our asset coverage ratio was 187%. If our asset coverage ratio falls below 150% due a decline in the fair market of our portfolio, we may be limited in our ability to raise additional debt.

Cash and Cash Equivalents

As of September 30, 2017, Fund II had $26.2 million in regulatory capital and $20.7 million in SBA-guaranteed debentures outstanding and Fund III had $75.0 million in regulatory capital and $150.0 million in SBA-guaranteed debentures outstanding. In addition to our existing SBA-guaranteed debentures, we may, if permitted by regulation, seek to issue additional SBA-guaranteed debentures as well as other forms of leverage and borrow funds to make investments. On June 10, 2014, we received an exemptive order from the SEC exempting us, Fund II and Fund III from certain provisions of the 1940 Act (including an exemptive order granting relief from the asset coverage requirements for certain indebtedness issued by Fund II and Fund III as SBICs) and from certain reporting requirements mandated by the Securities Exchange Act of 1934, as amended, with respect to Fund II and Fund III. We intend to comply with the conditions of the order.

59

As of September 30, 2017,2022, we had $52.3$11.3 million in cash and cash equivalents, and our net assets totaled $226.3 million.equivalents.

Contractual Obligations

We have entered into two contracts under which we have material future commitments: the Investment Advisory Agreement, pursuant to which the Investment Advisor serves as our investment adviser, and the Administration Agreement, pursuant to which our Administrator agrees to furnish us with certain administrative services necessary to conduct our day-to-day operations. Payments under the Investment Advisory Agreement in future periods will be equal to: (1) a percentage of the value of our gross assets; and (2) an incentive fee based on our performance. Payments under the Administration Agreement will occur on an ongoing basis as expenses are incurred on our behalf by our Administrator.

The Investment Advisory Agreement and the Administration Agreement are each terminable by either party without penalty upon 60 days’ written notice to the other. If either of these agreements is terminated, the costs we incur under new agreements may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under both our Investment Advisory Agreement and our Administration Agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.

A summary of our significant contractual payment obligations as of September 30, 20172022 are as follows (dollars in thousands)millions):

 

 

Contractual Obligations Payments Due by Period

 

 

 

Less
Than
1 Year

 

 

1 – 3
Years

 

 

3 – 5
Years

 

 

More
Than
5 Years

 

 

Total

 

2026 Notes

 

$

 

 

$

 

 

$

50.0

 

 

$

 

 

$

50.0

 

2032 Convertible Notes

 

 

 

 

 

 

 

 

 

 

 

15.0

 

 

 

15.0

 

KeyBank Credit Facility

 

 

 

 

 

 

 

 

45.8

 

 

 

 

 

 

45.8

 

Total Contractual Obligations

 

$

 

 

$

 

 

$

95.8

 

 

$

15.0

 

 

$

110.8

 

  Contractual Obligations Payments Due by Period 
  Less Than
1 Year
  1 – 3
Years
  3 – 5
Years
  More Than
5 Years
  Total 
SBA Debentures $  $24,000  $121,700  $25,000  $170,700 
2022 Notes        75,000      75,000 
2022 Convertible Notes        52,088      52,088 
Credit Facility               
Total Contractual Obligations $  $24,000  $248,788  $25,000  $297,788 

Distributions

Distributions

In order to qualify as a RIC and to avoid corporate-level U.S. federal income tax on the income we timely distribute to our stockholders, we are required to distribute at least 90% of our net ordinary income and our net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders on an annual basis. Additionally, we must distribute an amount at least equal to the sum of 98% of our net ordinary income (during the calendar year) plus 98.2% of our net capital gain income (during each 12-month period ending on October 31) plus any net ordinary income and capital gain net income that we recognized for preceding years, thatbut were not distributed during such years, and on which we paid no U.S. federal income tax to avoid a U.S. federal excise tax. We made quarterly distributions to our stockholders for the first four full quarters subsequent to our IPO. To the extent we havehad income available, we have made and intend to make monthly distributions thereafter.to our stockholders from October 30, 2014 until March 30, 2020. As announced on April 1, 2020, distributions, if any, will be made on a quarterly basis effective for the second quarter of 2020. Our monthly stockholder distributions, if any, will be determined by our Board on a quarterly basis. Any distributiondistributions to our stockholders will be declared out of assets legally available for distribution.

The Company’s Board determined not to declare a distribution for the first second and third quarters of 2022 and 2021.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time, and from time to time we may decrease the amount of our distributions. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a BDC under the 1940 Act. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including the possible loss of our qualification as a RIC. We cannot assure stockholders that they will receive any distributions.

To the extent our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the


stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying any stockholder distribution carefully and should not assume that the source of any distribution is our ordinary income or capital gains.

We have adopted an “opt out” dividend reinvestment plan (“DRIP”) for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our DRIP. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state, and local taxes in the same manner as cash distributions, stockholders participating in our DRIP will not receive any corresponding cash distributions with which to pay any such applicable taxes.

60

The following tables summarize our distributions declared from January 2, 2015Company's Board determined not to declare a distribution for any quarter of 2021 and through September 30, 2017:2022.

Date Declared Record Date Payment Date Amount
Per Share
 
January 3, 2017 January 20, 2017 January 30, 2017 $0.13 
January 3, 2017 February 20, 2017 February 27, 2017  0.13 
January 3, 2017 March 23, 2017 March 30, 2017  0.13 
April 3, 2017 April 19, 2017 April 27, 2017  0.13 
April 3, 2017 May 23, 2017 May 29, 2017  0.13 
April 3, 2017 June 24, 2017 June 29, 2017  0.13 
July 3, 2017 July 21, 2017 July 28, 2017  0.13 
July 3, 2017 August 23, 2017 August 30, 2017  0.13 
July 3, 2017 September 20, 2017 September 28, 2017  0.13 
Total Distributions Declared and Distributed $1.17 

Date Declared Record Date Payment Date Amount
Per Share
 
January 4, 2016 January 22, 2016 January 28, 2016 $0.1567 
January 4, 2016 February 19, 2016 February 26, 2016  0.1567 
January 4, 2016 March 22, 2016 March 30, 2016  0.1567 
April 1, 2016 April 22, 2016 April 28, 2016  0.1567 
April 1, 2016 May 23, 2016 May 30, 2016  0.1567 
April 1, 2016 June 21, 2016 June 29, 2016  0.1567 
July 1, 2016 July 22, 2016 July 29, 2016  0.1567 
July 1, 2016 August 22, 2016 August 30, 2016  0.1567 
July 1, 2016 September 22, 2016 September 29, 2016  0.1567 
September 22, 2016 October 21, 2016 October 28, 2016  0.1300 
September 22, 2016 November 21, 2016 November 29, 2016  0.1300 
September 22, 2016 December 21, 2016 December 29, 2016  0.1300 
Total Distributions Declared and Distributed $1.80 

Date Declared Record Date Payment Date Amount
Per Share
 
January 2, 2015 January 22, 2015 January 29, 2015 $0.1567 
January 2, 2015 February 20, 2015 February 26, 2015  0.1567 
January 2, 2015 March 23, 2015 March 30, 2015  0.1567 
February 26, 2015 March 23, 2015(1) March 30, 2015  0.0500 
February 26, 2015 April 23, 2015(1) April 29, 2015  0.0500 
February 26, 2015 May 21, 2015(1) May 28, 2015  0.0500 
February 26, 2015 June 22, 2015(1) June 29, 2015  0.0500 
February 26, 2015 July 23, 2015(1) July 30, 2015  0.0500 
February 26, 2015 August 21, 2015(1) August 28, 2015  0.0500 
February 26, 2015 September 23, 2015(1) September 29, 2015  0.0500 
February 26, 2015 October 23, 2015(1) October 29, 2015  0.0500 
February 26, 2015 November 20, 2015(1) November 27, 2015  0.0500 
February 26, 2015 December 22, 2015(1) December 30, 2015  0.0500 
April 1, 2015 April 23, 2015 April 29, 2015  0.1567 
April 1, 2015 May 21, 2015 May 28, 2015  0.1567 
April 1, 2015 June 22, 2015 June 29, 2015  0.1567 
July 1, 2015 July 23, 2015 July 30, 2015  0.1567 
July 1, 2015 August 21, 2015 August 28, 2015  0.1567 
July 1, 2015 September 23, 2015 September 29, 2015  0.1567 
October 1, 2015 October 23, 2015 October 29, 2015  0.1567 
October 1, 2015 November 20, 2015 November 27, 2015  0.1567 
October 1, 2015 December 22, 2015 December 30, 2015  0.1567 
Total Distributions Declared and Distributed $2.38 

(1)On February 26, 2015, the Company’s Board declared a special distribution of $0.50 per share of the Company’s common stock, which was paid monthly over the remainder of 2015.

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Tax characteristics of all distributions paid are reported to stockholders on Form 1099 after the end of the calendar year. There were no distributions for the year ended December 31, 2021. Distributions may be subject to reclassification based on future dividends and operating results and will not be determined until the end of the year.

Related Parties

We haveOn July 1, 2021, we entered into the Investment Advisory Agreement with the Investment Advisor. Joseph B. Alala, our chief executive officer and chairman of our Board,The Company is the managing partner and chief investment officer ofexternally managed by the Investment Advisor, and M. Hunt Broyhill, aan affiliate of BC Partners, pursuant to the Investment Advisory Agreement. Mr. Goldthorpe, an interested member of ourthe Board, has ana direct or indirect controllingpecuniary interest in the Investment Advisor.

In addition, The Investment Advisor is a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Investment Advisor is an affiliate of BC Partners Advisors L.P. for U.S. regulatory purposes. Mount Logan Capital Inc. is the ultimate control person of the Investment Advisor.

Under the Investment Advisory Agreement, fees payable to the Investment Advisor equal (i) the Base Management Fee and (ii) the Incentive Fee. Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect from year-to-year if approved annually by a majority of the Board or by the holders of a majority of the outstanding shares, and, in each case, a majority of the independent directors.

Pursuant to the Administration Agreement, the Administrator provides administrative services to the Company necessary for the operations of the Company, which include providing to the Company office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities and such other services as the Administrator, subject to review by the Board, shall from time to time deem to be necessary or useful to perform its obligations under the applicable Administration Agreement. The Administrator also manages CapitalSouth Partners SBIC Fund IV, L.P. (“Fund IV”), a private investment limited partnershipprovides to the Company portfolio collection functions for and is responsible for the financial and other records that the Company is required to maintain and prepares, prints and disseminates reports to the Company's stockholders and reports and all other materials filed with the SEC.

For providing financing solutionsthese services, facilities and personnel, the Company reimburses the Administrator the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company's allocable portion of the costs of compensation and related expenses of its chief financial officer and chief compliance officer and their respective staffs.

On October 23, 2018, the SEC issued an order granting an application for exemptive relief to smaller and lower middle-market companiesan affiliate of our Investment Advisor that had its first closing in March 2013 and obtained SBA approval for its SBIC license in April 2013. In addition to Fund IV, affiliates ofallows BDCs managed by the Investment Advisor, may manage several affiliated funds whereby institutional limited partners in Fund IV have the opportunityincluding Logan Ridge, to co-invest, with Fund IVsubject to the satisfaction of certain conditions, in portfolio investments. An affiliate of the Investment Advisor also manages Capitala Private Credit Fund V, L.P. (“Fund V”); acertain private investment limited partnership providing financing solutions to lower middle-market and traditional middle-market companies. The Investment Advisor and its affiliates may also manageplacement transactions, with other funds in the future that may have investment mandates that are similar, in whole and in part, with ours. To the extent permittedmanaged by the 1940 Act and interpretation of the SEC staff, the Investment Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Advisor or its affiliates may determineand any future funds that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permittedare advised by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Advisor’s allocation procedures. We do not expect to make co-investments, or otherwise compete for investment opportunities, with Fund IV because its focus and investment strategy differ from our own. However, we do expect to make co-investments with Fund V given its similar investment strategy.

On September 10, 2015, we, Fund II, Fund III, Fund V, and the Investment Advisor filed an application for exemptive relief with the SEC to permit an investment fund and one or more otherits affiliated investment funds, including future affiliated investment funds,advisers. Under the terms of the exemptive order, in order for Logan Ridge to participate in the same investment opportunities through a proposed co-investment program where such participation would otherwise be prohibited under the 1940 Act. On June 1, 2016, the SEC issued an order (the “Order”) permitting this relief. Pursuant to the Order, we are permitted to co-invest in such investment opportunities with our affiliates iftransaction, a “required majority”"required majority" (as defined in Section 57(o)57(0) of the 1940 Act) of ourLogan Ridge's independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to,directors; must conclude that (1)(i) the terms of the potential co-investmentproposed transaction, including the consideration to be paid, are reasonable and fair to usLogan Ridge and ourits stockholders and do not involve overreaching inwith respect of usLogan Ridge or ourits stockholders on the part of any person concerned, and (2)(ii) the potential co-investmentproposed transaction is consistent with the interests of ourLogan Ridge's stockholders and is consistent with Logan Ridge's investment objectives and strategies and certain criteria established by the Board. We believe this relief may not only enhance our then-currentability to further our investment objectiveobjectives and strategies.strategies, but may also increase favorable investment opportunities for us, in part by allowing us to participate in larger investments, together with our co-investment affiliates, than would be available to us in the absence of such relief.

On August 31, 2016, the Company sold assetsPrior to FSC II in exchange for 100% of the partnership interests in FSC II. ConcurrentJuly 1, 2021, we were party to an administration agreement with our then administrator, Capitala Advisors Corp. As administrator, Capitala Advisors Corp. provided us with the sale of these assetsoffice facilities and administrative services necessary to FSC II, the Company received cash consideration of $47.6 million from an affiliated third-party purchaser in exchange for 100% of the partnership interests of FSC II. The Company’s Board pre-approved this transaction pursuant to Section 57(f) of the 1940 Act. Capitala Advisors Corp., the Company’s administrator, also serves as the administrator to FSC II.

We haveconduct our day-to-day operations. On July 1, 2021, we entered into a license agreement with the Investment Advisor, pursuant to which the Investment Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name “Capitala.”

We have entered into thenew Administration Agreement with our Administrator.current Administrator, BC Partners Management LLC. Pursuant to the terms of the Administration Agreement, our Administrator provides us with the office facilities and administrative services necessary to conduct our day-to-day operations. Mr. Alala, our chief executive officer and chairman of our Board, is the chief executive officer, president and a director of our Administrator.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements

As of September 30, 2017,2022, the Company had outstanding unfunded commitments related to debt investments in existing portfolio companies of $4.0$2.4 million (CIS Secure Computing, Inc.),to Accordion Partners LLC, $2.0 million (Portrait Innovations,to Aperture Dodge 18 LLC, $0.5 million to Beta Plus Technologies, $0.5 million to Bradshaw International, Inc.), $1.5$3.1 million (Kelle’s Transport Service, LLC),to Critical Nurse Staffing, LLC, $0.9 million to Epic Staffing Group, $0.2 million to Great Lakes II Funding LLC, $0.7 million to GreenPark Infrastructure, LLC, $2.5 million to Marble Point Credit Management LLC, $1.4 million to Premiere Imaging, LLC, and $1.0$0.4 million (US Well Services, LLC).to Wealth Enhancement Group, LLC. As of December 31, 2016,2021, the Company had outstanding unfunded commitments related to debt investments in an existing portfolio companycompanies of $1.2$9.0 million (On-Site Fuel Services,to Accordion Partners LLC, $0.7 million to Bradshaw International, Inc.).

In addition, $3.1 million to unfunded commitments relatedCritical Nursing Staffing, LLC, $3.5 million to debt investments, the Company also has extended a guaranty on behalf of one of our portfolio companies, whereby we have guaranteed $1.5J5 Infrastructure Partners, LLC, $0.9 million of obligations of Kelle’s Transport Service,to Keg Logistics LLC, $2.5 million to Marble Point Credit Management LLC, $1.9 million to Premiere Imaging, LLC, and $3.5 million to Wealth Enhancement Group, LLC. As of September 30, 2017 we have not been required to make payments on this or any previous guaranties, and we consider the credit risks to be remote and the fair value of this guaranty to be immaterial.

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We have no other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Recent Developments

Distributions

On October 2, 2017 our Board declared the following distributions:

Date Declared Record Date Payment Date Distributions per Share 
October 2, 2017 October 23, 2017 October 30, 2017 $0.0833 
October 2, 2017 November 21, 2017 November 29, 2017 $0.0833 
October 2, 2017 December 20, 2017 December 28, 2017 $0.0833 

Portfolio Activity

On October 31, 2017, the Company funded $2.0 million of its unfunded commitment to CIS Secure Computing, Inc.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments and cash and cash equivalents. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options, and forward contracts subject to the requirements of the 1940 Act. For the nine months ended September 30, 2017,2022, we did not engage in hedging activities.

As of September 30, 2017,2022, we held 1738 securities bearing a variable rate of interest. Our variable rate investments represent approximately 41.8%76.3% of the fair value of our total debt investments. As of September 30, 2017, 10.2%2022, none of our variable rate securities were yielding interest at a rate equal to the established interest rate floor or interest rate ceiling and 89.8% of variable rate securities were yielding interest at a rate above its existing floor or were not subject to an interest rate floor. As of September 30, 2017,2022, we had $0.0$45.8 million outstanding on our KeyBank Credit Facility, which has a variable rate of interest at one month LIBORone-month SOFR + 3.0%2.90%, subject to an interest rate floor of 0.40%. As of September 30, 2017,2022, all of our other interest paying liabilities, consisting of $170.7$50.0 million in SBA-guaranteed debentures, $75.02026 Notes and $15.0 million in 2022 Notes, and $52.1 million in 20222032 Convertible Notes, were bearing interest at a fixed rate.

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. In addition, in a prolonged low interest


rate environment, including a reduction of LIBOR to zero, 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 interest income and potentially adversely affecting our operating results.

Based on our September 30, 20172022 consolidated statementsstatement of assets and liabilities, the following table shows the annual impact on net income (excluding the potential related incentive fee impact) of base rate changes in interest rates (considering interest rate floors for variable rate securities) assuming no changes in our investment and borrowing structure (dollars in thousands):

Basis Point Change Increase
(decrease)
in interest
income
  (Increase)
decrease in
interest
expense
  Increase
(decrease)
in net income
 
Up 300 basis points $4,314  $  $4,314 
Up 200 basis points $2,858  $  $2,858 
Up 100 basis points $1,401  $  $1,401 
Down 100 basis points $(651) $  $(651)
Down 200 basis points $(651) $  $(651)
Down 300 basis points $(651) $  $(651)

63

Basis Point Change

Increase
(decrease) in interest income

 

(Increase)
decrease in
interest expense

 

Increase
(decrease) in
net income

 

Up 300 basis points

$

3,952

 

$

(1,392

)

$

2,560

 

Up 200 basis points

 

2,635

 

 

(928

)

 

1,707

 

Up 100 basis points

 

1,317

 

 

(464

)

 

853

 

Down 100 basis points

 

(1,317

)

 

464

 

 

(853

)

Down 200 basis points

 

(2,520

)

 

928

 

 

(1,592

)

Down 300 basis points

 

(3,174

)

 

1,226

 

 

(1,948

)

Item 4. Controls and Procedures

(a)
Evaluation of Disclosure Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

As of September 30, 20172022 (the end of the period covered by this report), we, including our Chief Executive Officer 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) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, 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 such possible controls and procedures.

(b)Changes in Internal Control Over Financial Reporting

(b)
Changes in Internal Controls Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the thirdfirst quarter of 20172022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None of us,We and our Investment Advisor or Administrator or any of the Legacy Funds,subsidiaries are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or against our Investment Advisor or Administrator or any of the Legacy Funds.subsidiaries. From time to time, we, or our Investment Advisor or Administrator, or any of the Legacy Fundssubsidiaries may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings, if any, cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2021 (the “Annual Report on Form 10-K”), which could materially affect our business, financial condition and/or operating results. The risks described in ourthe Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the nine months ended September 30, 2017, thereThere have been no material changes from the risk factors set forth in ourthe Annual Report on Form 10-K for the year ended December 31, 2016.10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

During the quarter ended September 30, 2017, we issued 28,136 shares of common stock under our DRIP. The issuances were not subject to the registration requirements under the Securities Act of 1933, as amended. The cash paid for shares of common stock issued under our DRIP during the quarter ended September 30, 2017 was approximately $0.3 million. Other than the shares issued under our DRIP during the quarter ended September 30, 2017, we did not sell any unregistered equity securities.

Item 3. Defaults Upon Senior Securities

None.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

64

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:

Exhibit
Number

Exhibit

Number

Description of Document

3.1

Articles of Amendment and Restatement(1)

3.2

Articles of Amendment (4)

3.3

Certificate of Limited Partnership of CapitalSouth Partners Fund II Limited Partnership(2)

3.33.4

Certificate of Limited Partnership of CapitalSouth Fund III, L.P. (f/k/a CapitalSouth Partners SBIC Fund III, L.P.) (2)

3.43.5

Bylaws(1)

3.53.6

Form of Amended and Restated Limited Partnership Agreement of CapitalSouth Partners Fund II Limited Partnership(3)

3.63.7

Form of Amended and Restated Agreement of Limited Partnership of Certificate of Limited Partnership of CapitalSouth Fund III, L.P. (f/k/a CapitalSouth Partners SBIC Fund III, L.P.) (3)

4.110.1

Note Purchase Agreement, dated as of April 1, 2022, by and among Logan Ridge Finance Corporation and the Purchasers (as defined therein.) (5)

10.2

Form of Common Stock Certificate(1)

11.1ComputationRevolving Credit and Security Agreement, dated as of Per Share Earnings (included inMay 10, 2022, among Capitala Business Lending, LLC, as the notesborrower, Mount Logan Management, LLC, as the collateral manager, the lenders from to time to time parties thereto, KeyBank National Association, as the consolidated financial statements contained in this report)administrative agent, and U.S. Bank National Association, as the custodian. (6)

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

 

(1)

Previously filed in connection with the Pre-Effective Amendment No. 1 to CapitalaLogan Ridge Finance Corp.’sCorporation’s registration statement on Form N-2 (File No. 333-188956) filed on September 9, 2013.

(2)

Previously filed in connection with Pre-Effective Amendment No. 2 to CapitalaLogan Ridge Finance Corp.’sCorporation’s registration statement on Form N-2 (File No. 333-188956) filed on September 16,17, 2013.

(3)

Previously filed in connection with Pre-Effective Amendment No. 5 to CapitalaLogan Ridge Finance Corp.’sCorporation’s registration statement on Form N-2 (File No. 333-188956) filed on September 24, 2013.

(4)

Previously filed in connection with Logan Ridge Finance Corporation's report on Form 8-K on August 4, 2020.

(5)

Previously filed in connection with Logan Ridge Finance Corporation's report on Form 8-K on April 6, 2022.

(6)

Previously filed in connection with Logan Ridge Finance Corporation's report on Form 8-K on May 12, 2022.

65

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: November 6, 20178, 2022

By

/s/ Joseph B. Alala III Ted Goldthorpe

Joseph B. Alala III

Ted Goldthorpe

Chief Executive Officer and President

(Principal Executive Officer)

Capitala

Logan Ridge Finance Corp.Corporation

Date: November 6, 20178, 2022

By

/s/ Stephen A. ArnallJason Roos

Stephen A. Arnall

Jason Roos

Chief Financial Officer

(Principal Financial and Accounting Officer)

Capitala

Logan Ridge Finance Corp.Corporation

 

44

66