UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 20182019

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission file number: 814-01154

 

 

AUDAX CREDIT BDC INC.

(Exact name of registrant as specified in its charter)

 

 

DELAWARE 47-3039124

DELAWARE

47-3039124
(State or other jurisdiction of


incorporation or organization)

 

(I.R.S. Employer


Identification No.)

 

101 HUNTINGTON AVENUE  
BOSTON, MASSACHUSETTS 02199
(Address of principal executive office) (Zip Code)

 

(617) 859-1500

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report) 

 

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

None.

 

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.  Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ¨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 12 b-2 of the Exchange Act. (Check one):

 

Large accelerated filer¨Accelerated filer¨
    
Non-accelerated filerxSmaller reporting company¨
    
Emerging growth companyx  

 

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 13(a) of the Exchange Act¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No x

 

The registrant had 26,162,16535,112,539 shares of common stock, par value $0.001 per share, outstanding as of November 14, 2018.2019.

 

 

 

AUDAX CREDIT BDC INC.

TABLE OF CONTENTS

 

PART I.FINANCIAL INFORMATION: 
   
Item 1.Financial Statements 
   
 Statements of Assets and Liabilities as of September 30, 20182019 (unaudited) and December 31, 2017  20182
 Statements of Operations for the three and nine months ended September 30, 20182019 (unaudited) and 20172018 (unaudited)3
 Statements of Changes in Net Assets for the nine months ended September 30, 20182019 (unaudited) and 20172018 (unaudited)4
 Statements of Cash Flows for the nine months ended September 30, 20182019 (unaudited) and 20172018 (unaudited)5
 Schedules of Investments as of September 30, 20182019 (unaudited) and December 31, 201720186
 Notes to Financial Statements (unaudited)1113
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations 
   
 Overview3033
 Results of Operations3135
 Financial Condition, Liquidity and Capital Resources3337
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk4043
   
Item 4.Controls and Procedures4144
   
PART II.OTHER INFORMATION: 
   
Item 1.Legal Proceedings4144
   
Item 1A.Risk Factors4144
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds4245
   
Item 3.Defaults Upon Senior Securities4245
   
Item 4.Mine Safety Disclosures4245
   
Item 5.Other Information4245
   
Item 6.Exhibits4246
  
SIGNATURES4347

 

 

Audax Credit BDC Inc.
Statements of Assets and Liabilities
September 30, 2018 and December 31, 2017
(Expressed in U.S. Dollars)

Audax Credit BDC Inc.

Statements of Assets and Liabilities

September 30, 2019 and December 31, 2018

(Expressed in U.S. Dollars)

 

 September 30, 2018 December 31, 2017  September 30, 2019  
 (unaudited)     (unaudited)  December 31, 2018 
Assets                
Investments, at fair value                
Non-Control/Non-Affiliate investments (Cost of $239,986,958 and $184,175,573, respectively) $239,270,229  $184,336,177 
Non-Control/Non-Affiliate investments (Cost of $325,154,125 and $266,280,299, respectively) $323,057,547  $264,662,881 
Cash and cash equivalents  20,276,822   29,721,559   11,393,113   17,715,145 
Interest receivable  614,566   429,426   967,884   558,114 
Receivable from bank loan repayment  71,005   -   43,846   9,713 
Other assets  41,249   2,511   45,000   - 
                
Total assets $260,273,871  $214,489,673  $335,507,390  $282,945,853 
                
Liabilities                
Accrued expenses and other liabilities $476,192  $238,821  $427,684  $517,621 
Fee due to administrator(a)  66,250   66,250   66,250   66,250 
Fees due to investment advisor, net of waivers(a)  516,044   531,055   670,133   535,914 
Payable for investments purchased  7,352,942   4,457,971   13,888,026   14,402,833 
                
Total liabilities $8,411,428  $5,294,097  $15,052,093  $15,522,618 
Commitments and contingencies(b)                
                
Net Assets                
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 26,162,165 and 21,988,238 shares issued and outstanding, respectively $26,162  $21,989 
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 33,538,562 and 28,269,649 shares issued and outstanding, respectively $33,539  $28,270 
Capital in excess of par value  249,262,775   209,266,921   319,180,741   269,246,005 
Total distributable earnings(c)  2,573,506   (93,334)  1,241,017   (1,851,040)
Total Net Assets $251,862,443  $209,195,576  $320,455,297  $267,423,235 
                
Net Asset Value per Share of Common Stock at End of Period $9.63  $9.51  $9.55  $9.46 
                
Shares Outstanding  26,162,165   21,988,238   33,538,562   28,269,649 

 

(a)Refer to Note 4-Related Party Transactions for additional information.
(b)Refer to Note 8-Commitments and Contingencies for additional information.
(c)As of December 31, 2017, components of total distributable earnings were comprised of accumulated net appreciation on investments of $160,604 and accumulated distributions in excess of net investment income of $253,938.

(a)       Refer to Note 4-Related Party Transactionsfor additional information.

(b)      Refer to Note 8-Commitments and Contingenciesfor additional information.

 

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

 

2

 

 

Audax Credit BDC Inc.
Statements of Operations
(Expressed in U.S. Dollars)
(unaudited)

Audax Credit BDC Inc.

Statements of Operations

(Expressed in U.S. Dollars)

(unaudited)

 

 Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended 
 September 30, 2018  September 30, 2017  September 30, 2018  September 30, 2017  Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended 
          September 30, 2019  September 30, 2018  September 30, 2019  September 30, 2018 
Investment Income                                
Interest income                                
Non-Control/Non-Affiliate $4,055,676  $2,571,239  $11,061,333  $7,392,141  $5,347,398  $4,055,676  $15,433,946  $11,061,333 
Other  32,938   35,903   101,045   92,533   28,722   32,938   122,237   101,045 
Total interest income  4,088,614   2,607,142   11,162,378   7,484,674   5,376,120   4,088,614   15,556,183   11,162,378 
Other income                                
Non-Control/Non-Affiliate  26,985   36,146   75,547   97,608   5,214   26,985   38,364   75,547 
Total income  4,115,599   2,643,288   11,237,925   7,582,282   5,381,334   4,115,599   15,594,547   11,237,925 
                                
Expenses                                
Base management fee(a) $631,114  $444,812  $1,792,598  $1,322,060  $820,094  $631,114  $2,367,188  $1,792,598 
Incentive fee(a)  517,587   309,149   1,392,563   733,773   680,250   517,587   1,939,486   1,392,563 
Administrative fee(a)  66,250   66,250   198,750   198,750   66,250   66,250   198,750   198,750 
Directors' fees  48,750   48,750   146,250   146,250   52,500   48,750   157,500   146,250 
Professional fees  100,641   139,085   313,660   326,822   136,660   100,641   524,791   313,660 
Other expenses  39,550   39,368   131,452   132,758   58,388   39,550   246,441   131,452 
                
Expenses before waivers from investment adviser and administrator  1,403,892   1,047,414   3,975,273   2,860,413   1,814,142   1,403,892   5,434,156   3,975,273 
Base management fee waivers(a)  (220,890)  (155,685)  (627,408)  (462,721)  (287,033)  (220,890)  (828,516)  (627,408)
Incentive fee waivers(a)  (411,767)  (273,477)  (1,142,863)  (654,847)  (543,178)  (411,767)  (1,553,628)  (1,142,863)
Total expenses, net of waivers  771,235   618,252   2,205,002   1,742,845   983,931   771,235   3,052,012   2,205,002 
Net Investment Income  3,344,364   2,025,036   9,032,923   5,839,437   4,397,403   3,344,364   12,542,535   9,032,923 
                                
Realized and Unrealized Gain (Loss) on Investments                
Net realized gain on investments  179,556   34,143   397,313   475,073 
Net change in unrealized depreciation on investments  (275,060)  (328,689)  (877,333)  (810,286)
Realized and Unrealized (Loss) Gain on Investments                
Net realized (loss) gain on investments  (826,185)  179,556   (724,454)  397,313 
Net change in unrealized appreciation (depreciation) on investments  182,576   (275,060)  (479,160)  (877,333)
Net realized and unrealized loss on investments  (95,504)  (294,546)  (480,020)  (335,213)  (643,609)  (95,504)  (1,203,614)  (480,020)
                                
Net Increase in Net Assets Resulting from Operations $3,248,860  $1,730,490  $8,552,903  $5,504,224  $3,753,794  $3,248,860  $11,338,921  $8,552,903 
                                
Basic and Diluted per Share of Common Stock:                                
Net investment income $0.13  $0.11  $0.38  $0.33  $0.13  $0.13  $0.39  $0.38 
Net increase in net assets resulting from operations $0.13  $0.10  $0.36  $0.31  $0.11  $0.13  $0.36  $0.36 
                                
Weighted average shares of common stock outstanding basic diluted  25,169,922   17,831,896   23,695,104   17,831,895   33,504,019   25,169,922   31,856,849   23,695,104 

(a)Refer to Note 4-Related Party Transactions for additional information

 

The accompanying notes are an integral part of these financial statements.(a)       Refer to Note 4-Related Party Transactionsfor additional information

3

Audax Credit BDC Inc.
Statements of Changes in Net Assets
(Expressed in U.S. Dollars)
(unaudited)

  Nine Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2017		 
       
Operations        
Net investment income $9,032,923  $5,839,437 
Net realized gain on investments  397,313   475,073 
Net change in unrealized depreciation on investments  (877,333)  (810,286)
Net increase in net assets resulting from operations  8,552,903   5,504,224 
         
Distributions:        
Distributions to common stockholders(a)  (5,886,063)  (3,744,698)
Total distributions  (5,886,063)  (3,744,698)
         
Capital Share Transactions:        
Issuance of common stock  40,000,000   - 
Reinvestment of common stock  27   22 
Net increase in net assets from capital share transactions  40,000,027   22 
         
Net Increase in Net Assets  42,666,867   1,759,548 
         
Net Assets, Beginning of Period  209,195,576   170,369,661 
         
Net Assets, End of Period $251,862,443  $172,129,209 

(a)For the nine months ended September 30, 2017, the components of distributions to common stockholders were comprised of distributions from net investment income of $3,606,521 and distributions from realized gains of $138,177.

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

4

Audax Credit BDC Inc.
Statements of Cash Flows
(Expressed in U.S. Dollars)
(unaudited)

  Nine Months Ended  Nine Months Ended 
  September 30, 2018  September 30, 2017 
       
Cash flows from operating activities:        
Net increase in net assets resulting from operations $8,552,903  $5,504,224 
Adjustments to reconcile net increase in net assets from operations to  net cash used in operating activities:        
Net realized gain on investments  (397,313)  (475,073)
Net change in unrealized depreciation on investments  877,333   810,286 
Accretion of original issue discount interest  (106,120)  (179,181)
Increase in interest receivable  (185,140)  (31,886)
Increase in receivable from bank loan repayment  (71,005)  (18,227)
Increase in other assets  (38,738)  (41,709)
Increase in accrued expenses and other liabilities  237,371   1,479 
Increase in fee due to administrator(a)  -   44,375 
Decrease in fees due to investment advisor(a)  (15,011)  (18,883)
Increase in payable for investments purchased  2,894,971   4,633,112 
Investment activity:        
Investments purchased  (109,481,414)  (79,839,736)
Proceeds from investments sold  1,390,962   - 
Repayment of bank loans  52,782,500   61,357,297 
Total investment activity  (55,307,952)  (18,482,439)
         
Net cash used in operating activities  (43,558,701)  (8,253,922)
         
Cash flows from financing activities:        
Issuance of shares of common stock  40,000,000   - 
Distributions paid to common stockholders  (5,886,036)  (3,744,676)
         
Net cash provided by financing activities  34,113,964   (3,744,676)
         
Net decrease in cash and cash equivalents  (9,444,737)  (11,998,598)
         
Cash and cash equivalents:        
Cash and cash equivalents, beginning of period  29,721,559   30,566,068 
         
Cash and cash equivalents, end of period $20,276,822  $18,567,470 
         
Supplemental non-cash information        
Issuance of common shares in connection with dividend reinvestment plan $27  $22 

(a)Refer to Note 4-Related Party Transactions for additional information

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

5

Audax Credit BDC Inc.
Schedule of Investments
As of September 30, 2018
(Expressed in U.S. Dollars)
(unaudited)

Portfolio Investments(a) (b) (c) (d) (e) Par  Cost  Value 
          
NON-CONTROL/NON-AFFILIATE INVESTMENTS - (95.0%)(f)(g):            
             
Healthcare & Pharmaceuticals            
Radiology Partners, Senior Secured Term B Loan (First Lien), 6.65% (Libor + 4.25%), maturity 7/9/25 $4,000,000  $3,960,811  $3,970,000 
Beaver-Visitec, Senior Secured Term B Loan, 6.40% (Libor + 4.00%), maturity 8/21/23  3,923,878   3,923,878   3,904,258 
Young, Senior Secured Initial Term Loan (First Lien), 6.40% (Libor + 4.00%), maturity 11/7/24  3,503,879   3,491,732   3,477,600 
Specialty Care, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 9/1/23  3,385,594   3,390,278   3,368,666 
Zest Dental, Senior Secured Initial Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 3/14/25  3,375,620   3,404,113   3,341,863 
Pathway, Senior Secured Term Loan (First Lien), 6.65% (Libor + 4.25%), maturity 10/10/24  2,974,614   2,960,870   2,944,868 
Physicians Endoscopy, Senior Secured Initial Term Loan (First Lien), 6.65% (Libor + 4.25%), maturity 8/18/23  2,943,743   2,919,863   2,906,946 
MedRisk, Senior Secured Initial Term Loan (First Lien), 5.15% (Libor + 2.75%), maturity 12/27/24  2,481,250   2,487,585   2,481,250 
Upstream Rehabilitation, Senior Secured Initial Term Loan, 6.65% (Libor + 4.25%), maturity 1/3/24  2,417,971   2,415,700   2,411,926 
Eating Recovery Center, Senior Secured Initial Term Loan (First Lien), 6.90% (Libor + 4.50%), maturity 9/23/24  2,414,744   2,392,162   2,402,671 
CareCentrix, Senior Secured Initial Term Loan, 6.90% (Libor + 4.50%), maturity 4/3/25  1,975,000   1,965,638   1,965,125 
OB Hospitalist Group, Senior Secured Term Loan (First Lien), 6.40% (Libor + 4.00%), maturity 8/1/24  1,870,000   1,861,851   1,865,325 
Premise Health, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 7/10/25  1,852,948   1,862,948   1,862,213 
Packaging Coordinators, Senior Secured Initial Term Loan, 6.40% (Libor + 4.00%), maturity 6/30/23  1,000,000   1,007,500   1,007,500 
Aegis Sciences, Senior Secured Initial Term Loan (2018) (First Lien), 7.90% (Libor + 5.50%), maturity 5/9/25  1,000,000   985,628   995,000 
Alcami, Senior Secured Initial Term Loan (First Lien), 6.65% (Libor + 4.25%), maturity 7/14/25  1,000,000   995,080   992,500 
Veritext, Senior Secured Initial Term Loan (Second Lien), 9.40% (Libor + 7.00%), maturity 7/31/26  1,000,000   995,025   990,000 
ATI Physical Therapy, Senior Secured Initial Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 5/10/23  933,965   940,442   938,769 
Dermatologists of Central States, Senior Secured Term Loan, 8.90% (Libor + 6.50%), maturity 4/20/22  898,215   889,858   893,724 
Veritext, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 8/1/25  837,333   835,261   841,520 
Specialty Care, Senior Secured Initial Term Loan (Second Lien), 10.65% (Libor + 8.25%), maturity 9/1/24  850,000   841,981   841,500 
U.S. Renal Care, Senior Secured Initial Term Loan (First Lien), 6.65% (Libor + 4.25%), maturity 12/30/22  496,173   497,272   486,326 
RMP & MedA/Rx, Senior Secured Term Loan, 7.15% (Libor + 4.75%), maturity 3/2/22  471,985   470,252   469,625 
             
High Tech Industries            
Navicure, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 11/1/24  3,474,994   3,463,523   3,474,994 
Syncsort, Senior Secured Initial Term Loan (First Lien), 7.40% (Libor + 5.00%), maturity 8/16/24  3,465,000   3,434,490   3,465,000 
Masergy, Senior Secured Initial Loan (Second Lien), 9.90% (Libor + 7.50%), maturity 12/16/24  3,428,571   3,418,176   3,411,429 
Sparta, Senior Secured New Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 8/21/24  3,465,000   3,467,182   3,395,700 
Barracuda, Senior Secured Term Loan (First Lien), 5.65% (Libor + 3.25%), maturity 2/12/25  2,992,500   3,011,769   3,002,490 
Infogroup, Senior Secured Term Loan (First Lien), 7.40% (Libor + 5.00%), maturity 4/3/23  2,957,469   2,924,739   2,950,075 
McAfee, Senior Secured Closing Date USD Term Loan, 6.90% (Libor + 4.50%), maturity 9/30/24  2,479,962   2,493,316   2,503,917 
HelpSystems, Senior Secured Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 3/28/25  2,493,750   2,491,395   2,475,047 
Flexera Software, Senior Secured Initial Term Loan (First Lien), 5.65% (Libor + 3.25%), maturity 2/26/25  1,990,000   1,995,188   1,997,802 
Intermedia , Senior Secured New Term Loan (First Lien), 8.40% (Libor + 6.00%), maturity 7/21/25  2,000,000   1,980,290   1,985,000 
GlobalLogic, Senior Secured Initial Term Loan, 5.65% (Libor + 3.25%), maturity 8/1/25  1,750,000   1,740,077   1,767,201 
Bomgar, Senior Secured Initial Term Loan (First Lien), 6.40% (Libor + 4.00%), maturity 4/18/25  1,745,625   1,758,230   1,753,560 
Idera, Senior Secured Initial Term Loan (First Lien), 6.90% (Libor + 4.50%), maturity 6/28/24  1,669,773   1,671,380   1,665,598 
SciQuest, Senior Secured Term Loan, 6.40% (Libor + 4.00%), maturity 12/28/24  1,488,750   1,481,882   1,488,750 
Compusearch Software Systems, Senior Secured Initial Term Loan, 6.65% (Libor + 4.25%), maturity 5/7/21  1,478,013   1,476,932   1,474,318 
Navex Global, Senior Secured Initial Term Loan (First Lien), 5.65% (Libor + 3.25%), maturity 9/5/25  1,000,000   1,003,750   1,001,242 
ECi Software Solutions, Senior Secured Initial Term Loan, 6.65% (Libor + 4.25%), maturity 9/27/24  990,000   981,695   1,000,184 
Corsair, Senior Secured Term Loan (First Lien), 7.15% (Libor + 4.75%), maturity 8/28/24  994,981   990,301   990,006 
LANDesk, Senior Secured Term Loan (First Lien), 6.65% (Libor + 4.25%), maturity 1/20/24  990,504   979,410   999,339 
Global Knowledge, Senior Secured Initial Term Loan (Second Lien), 12.65% (Libor + 10.25%), maturity 1/20/22  1,000,000   993,151   975,000 
Community Brands, Senior Secured Initial Term Loan (First Lien), 6.40% (Libor + 4.00%), maturity 12/2/22  754,365   749,668   752,479 
Masergy, Senior Secured 2017 Replacement Term Loan (First Lien), 5.65% (Libor + 3.25%), maturity 12/15/23  491,250   489,315   488,794 
Endurance Int'l Group, Senior Secured Refinancing Loan (2018), 6.15% (Libor + 3.75%), maturity 2/9/23  450,730   449,742   454,870 
             
Services: Business            
CoAdvantage, Senior Secured Term Loan (First Lien), 6.90% (Libor + 4.50%), maturity 10/1/23  3,955,050   3,941,995   3,955,050 
Sterling Backcheck, Senior Secured Initial Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 6/19/24  2,931,324   2,931,324   2,916,667 
Systems Maintenance Services, Senior Secured Initial Term Loan (First Lien), 7.40% (Libor + 5.00%), maturity 10/30/23  2,947,500   2,947,500   2,505,375 
HireRight, Senior Secured Initial Term Loan (Second Lien), 9.65% (Libor + 7.25%), maturity 7/10/26  2,500,000   2,475,295   2,475,000 
Kellermeyer Bergensons Services, Senior Secured Initial Term Loan (First Lien), 7.40% (Libor + 5.00%), maturity 10/29/21  2,324,708   2,314,195   2,318,897 
First Advantage, Senior Secured Term Loan (First Lien), 7.65% (Libor + 5.25%), maturity 6/30/22  2,000,000   1,991,170   2,002,500 
Vistage, Senior Secured Term B Loan (First Lien), 6.40% (Libor + 4.00%), maturity 2/10/25  1,990,000   1,985,577   2,001,429 
Newport Group, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 9/12/25  2,000,000   1,990,000   1,985,000 
DBi Services, Senior Secured Term B Loan, 7.65% (Libor + 5.25%), maturity 8/1/21  1,982,477   1,967,414   1,952,740 
OSG Billing Services, Senior Secured Term B Loan (First Lien), 6.65% (Libor + 4.25%), maturity 3/27/24  1,496,891   1,491,038   1,508,587 
Livingston, Senior Secured Refinancing Term B-3 Loan (First Lien), 8.15% (Libor + 5.75%), maturity 3/20/20(h)  1,488,750   1,492,009   1,488,750 
Service Logic, Senior Secured Initial Term Loan (First Lien), 6.65% (Libor + 4.25%), maturity 7/31/23  992,500   988,330   987,538 
Intralinks, Senior Secured Initial Term Loan (First Lien), 6.40% (Libor + 4.00%), maturity 11/14/24  963,421   958,948   967,075 
Equian, Senior Secured 2018 Incremental Term Loan, 5.65% (Libor + 3.25%), maturity 5/20/24  496,231   499,777   499,284 
             
Chemicals, Plastics & Rubber            
Transcendia, Senior Secured 2017 Refinancing Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 5/30/24  2,970,056   2,970,152   2,977,481 
Universal Fiber Systems, Senior Secured Initial Term Loan (First Lien), 7.15% (Libor + 4.75%), maturity 10/4/21  2,871,811   2,863,153   2,821,554 
Spectrum Plastics, Senior Secured Closing Date Term Loan (First Lien), 5.65% (Libor + 3.25%), maturity 1/31/25  2,716,350   2,727,417   2,701,224 
Borchers, Senior Secured Term Loan, 6.90% (Libor + 4.50%), maturity 11/1/24  1,974,950   1,968,827   1,965,075 
Zep, Senior Secured Initial Term Loan (First Lien), 6.40% (Libor + 4.00%), maturity 8/12/24  1,981,241   1,978,799   1,956,475 
DuBois, Senior Secured Term Loan (Second Lien), 10.40% (Libor + 8.00%), maturity 3/15/25  1,500,000   1,485,000   1,485,000 
Boyd Corp, Senior Secured Initial Loan (Second Lien), 9.15% (Libor + 6.75%), maturity 9/6/26  1,000,000   1,002,500   1,002,500 
Houghton International, Senior Secured Term Loan (Second Lien), 10.90% (Libor + 8.50%), maturity 12/21/20  1,000,000   1,000,000   995,000 
DuBois, Senior Secured Term Loan (First Lien), 5.65% (Libor + 3.25%), maturity 3/15/24  992,651   992,651   992,651 
Prince Minerals, Senior Secured Initial Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 3/31/25  995,000   990,263   970,710 

 

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

 

63

 

 

Audax Credit BDC Inc.

Statements of Changes in Net Assets

Schedule of Investments (Continued)

As of September 30, 2018

(Expressed in U.S. Dollars)

(unaudited)

 

Portfolio Investments(a) (b) (c) (d) (e) Par  Cost  Value 
          
NON-CONTROL/NON-AFFILIATE INVESTMENTS(g)(Continued):            
             
Services: Consumer            
Restaurant Technologies, Senior Secured Term Loan (Second Lien ), 11.15% (Libor + 8.75%), maturity 11/23/23 $3,140,309  $3,160,795  $3,140,309 
A Place For Mom, Senior Secured Term Loan, 6.15% (Libor + 3.75%), maturity 8/10/24  2,700,237   2,699,320   2,700,237 
CIBT Holdings, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 6/3/24  1,984,925   2,000,819   1,994,849 
Weld North, Senior Secured Initial Term Loan, 6.65% (Libor + 4.25%), maturity 2/15/25  1,492,500   1,478,598   1,488,769 
Smart Start, Senior Secured Initial Term Loan (First Lien), 7.15% (Libor + 4.75%), maturity 2/21/22  1,458,750   1,458,750   1,451,456 
Valet Living, Senior Secured Initial Term Loan, 6.40% (Libor + 4.00%), maturity 9/28/25  1,000,000   997,500   997,500 
Spring Education, Senior Secured Initial Term Loan (First Lien), 6.65% (Libor + 4.25%), maturity 7/30/25  1,000,000   997,536   992,500 
Smart Start, Senior Secured First Incremental Term Loan (First Lien), 6.90% (Libor + 4.50%), maturity 2/21/22  993,938   994,120   988,968 
Mister Car Wash, Senior Secured Term Loan, 5.65% (Libor + 3.25%), maturity 8/20/21  497,404   500,887   500,513 
             
Wholesale            
SRP, Senior Secured Term Loan, 8.90% (Libor + 6.50%), maturity 9/8/23  3,749,543   3,720,698   3,674,552 
Carlisle FoodService, Senior Secured Initial Term Loan (First Lien), 5.40% (Libor + 3.00%), maturity 3/20/25  3,247,485   3,247,817   3,215,010 
Ohio Transmission, Senior Secured Initial Term Loan, 6.65% (Libor + 4.25%), maturity 10/2/21  1,954,545   1,943,874   1,954,545 
Colony Hardware, Senior Secured Initial Term Loan, 8.40% (Libor + 6.00%), maturity 10/23/21  1,948,706   1,936,694   1,934,090 
PetroChoice, Senior Secured Initial Term Loan (First Lien), 7.40% (Libor + 5.00%), maturity 8/19/22  1,940,007   1,909,108   1,920,607 
ABB Optical, Senior Secured Initial Term Loan (First Lien), 7.40% (Libor + 5.00%), maturity 6/15/23  1,473,703   1,469,229   1,482,330 
             
Banking, Finance, Insurance & Real Estate            
Integro Insurance Brokers, Senior Secured Initial Term Loan (First Lien), 8.15% (Libor + 5.75%), maturity 10/31/22  2,918,354   2,841,755   2,889,171 
Inst. Shareholder Services, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 10/16/24  2,481,771   2,476,203   2,463,158 
American Beacon Advisors, Senior Secured Tranche C Term Loan (Second Lien), 9.90% (Libor + 7.50%), maturity 4/30/23  2,000,000   2,000,000   2,000,000 
Genex Services, Senior Secured Initial Term Loan (First Lien), 5.65% (Libor + 3.25%), maturity 3/7/25  1,992,494   1,991,324   1,992,494 
AmeriLife Group, Senior Secured Initial Term Loan (First Lien), 7.15% (Libor + 4.75%), maturity 7/10/22  1,897,047   1,880,402   1,887,562 
EPIC Insurance, Senior Secured Initial Term Loan (First Lien), 6.65% (Libor + 4.25%), maturity 9/6/24  1,488,750   1,485,379   1,481,306 
             
Consumer Goods: Non-durable            
Manna Pro, Senior Secured Term Loan, 8.40% (Libor + 6.00%), maturity 12/8/23  3,250,625   3,202,993   3,234,372 
Badger Sportswear, Senior Secured Initial Term Loan (First Lien), 6.90% (Libor + 4.50%), maturity 9/11/23  1,959,828   1,944,954   1,950,029 
Augusta Sportswear Group, Senior Secured Initial Term Loan, 6.90% (Libor + 4.50%), maturity 10/26/23  1,853,165   1,838,098   1,825,367 
             
Transportation: Cargo            
Odyssey Logistics & Technology , Senior Secured New Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 10/12/24  2,977,538   2,964,322   2,970,094 
Transplace, Senior Secured Closing Date Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 10/7/24  1,990,000   1,985,310   2,007,520 
Capstone Logistics, Senior Secured Term Loan (First Lien), 6.90% (Libor + 4.50%), maturity 10/7/21  1,237,631   1,237,884   1,228,348 
GlobalTranz, Senior Secured Initial Term Loan, 6.65% (Libor + 4.25%), maturity 6/29/25  802,083   798,160   800,078 
             
Capital Equipment            
MW Industries, Senior Secured 2018 New Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 9/30/24  2,475,000   2,475,000   2,490,590 
Edward Don, Senior Secured Initial Term Loan, 6.65% (Libor + 4.25%), maturity 7/2/25  2,000,000   1,990,180   1,985,000 
BAS, Senior Secured Repricing Term Loan, 6.15% (Libor + 3.75%), maturity 5/21/24  992,476   988,619   1,001,895 
TriMark, Senior Secured Initial Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 8/28/24  497,488   499,293   487,780 
United Flexible, Senior Secured Term Loan, 7.15% (Libor + 4.75%), maturity 2/16/21  439,901   437,059   439,901 
             
Containers, Packaging & Glass            
ProAmpac, Senior Secured Initial Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 11/20/23  3,469,842   3,494,802   3,488,814 
Pregis Corporation, Senior Secured Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 5/20/21  1,736,740   1,743,981   1,710,689 
Alpha Packaging, Senior Secured Tranche B-1 Term Loan, 6.65% (Libor + 4.25%), maturity 5/12/20  495,087   494,174   493,850 
             
Media: Advertising, Printing & Publishing            
Ansira, Senior Secured Initial Term Loan, 8.15% (Libor + 5.75%), maturity 12/20/22  1,882,567   1,866,964   1,868,448 
Northstar, Senior Secured Term Loan, 8.65% (Libor + 6.25%), maturity 6/7/22  1,555,790   1,555,790   1,536,343 
Imagine! Print Solutions, Senior Secured Term B-1 Loan (First Lien), 7.15% (Libor + 4.75%), maturity 6/21/22  1,477,500   1,466,105   1,462,725 
Vestcom International, Senior Secured L/C Collaterilized, 6.40% (Libor + 4.00%), maturity 12/19/23  798,876   802,467   804,867 
             
Hotel, Gaming & Leisure            
TravelCLICK, Senior Secured Term-3 Loan (First Lien), 5.90% (Libor + 3.50%), maturity 5/6/21  2,911,412   2,911,412   2,911,412 
On Location, Senior Secured Second Amendment Term Loan, 7.90% (Libor + 5.50%), maturity 9/29/21  1,462,500   1,447,268   1,404,000 
Auto Europe, Senior Secured Initial Dollar Term Loan, 7.40% (Libor + 5.00%), maturity 10/21/23  1,286,538   1,275,409   1,280,106 
             
Automotive            
Mavis, Senior Secured Closing Date Term Loan (First Lien), 5.65% (Libor + 3.25%), maturity 3/20/25  3,461,046   3,444,805   3,451,217 
Truck Hero, Senior Secured Initial Term Loan (Second Lien), 10.65% (Libor + 8.25%), maturity 4/21/25  1,800,000   1,798,244   1,809,000 
             
Aerospace & Defense            
StandardAero, Senior Secured Initial Term Loan, 6.15% (Libor + 3.75%), maturity 7/7/22  1,979,592   1,991,600   1,992,681 
Consolidated Precision Products, Senior Secured Initial Term Loan (Second Lien), 10.15% (Libor + 7.75%), maturity 4/30/26  1,500,000   1,516,984   1,488,750 
Tronair, Senior Secured Initial Term Loan (First Lien), 7.15% (Libor + 4.75%), maturity 9/8/23  1,474,949   1,466,590   1,452,825 
             
Construction & Building            
PlayPower, Senior Secured Initial Term Loan (First Lien), 7.15% (Libor + 4.75%), maturity 6/23/21  1,954,545   1,942,886   1,954,545 
PlayPower, Senior Secured Initial Term Loan (Second Lien), 11.15% (Libor + 8.75%), maturity 6/23/22  1,000,000   993,696   997,500 
PlayCore, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 9/30/24  989,405   987,184   991,878 
DiversiTech Corporation, Senior Secured Tranche B-1 Term Loan (First Lien), 5.40% (Libor + 3.00%), maturity 6/3/24  992,465   992,465   988,611 

  Nine Months Ended
September 30, 2019		  Nine Months Ended
September 30, 2018		 
Operations        
Net investment income $12,542,535  $9,032,923 
Net realized (loss) gain on investments  (724,454)  397,313 
Net change in unrealized depreciation on investments  (479,160)  (877,333)
Net increase in net assets resulting from operations  11,338,921   8,552,903 
         
Distributions:        
Distributions to common stockholders  (8,246,864)  (5,886,063)
Return of capital to common stockholders  (60,025)  - 
Total distributions  (8,306,889)  (5,886,063)
         
Capital Share Transactions:        
Issuance of common stock  50,000,000   40,000,000 
Reinvestment of common stock  30   27 
Net increase in net assets from capital share transactions  50,000,030   40,000,027 
         
Net Increase in Net Assets  53,032,062   42,666,867 
         
Net Assets, Beginning of Period  267,423,235   209,195,576 
         
Net Assets, End of Period $320,455,297  $251,862,443 

 

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

 

74

 

 

Audax Credit BDC Inc.

Statements of Cash Flows

(Expressed in U.S. Dollars)

(unaudited)

  Nine Months Ended  Nine Months Ended 
  September 30, 2019  September 30, 2018 
Cash flows from operating activities:        
Net increase in net assets resulting from operations $11,338,921  $8,552,903 
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:        
Net realized loss (gain) on investments  724,452   (397,313)
Net change in unrealized depreciation on investments  479,160   877,333 
Accretion of original issue discount interest and payment-in-kind interest  (199,813)  (106,120)
Increase in interest receivable  (409,770)  (185,140)
Increase in receivable from bank loan repayment  (34,133)  (71,005)
Increase in other assets  (45,000)  (38,738)
(Decrease) increase in accrued expenses and other liabilities  (89,937)  237,371 
Increase (decrease) in fees due to investment advisor(a)  134,219   (15,011)
(Decrease) increase in payable for investments purchased  (514,807)  2,894,971 
Investment activity:        
Investments purchased  (110,656,983)  (109,481,414)
Proceeds from investments sold  5,017,964   1,390,962 
Repayment of bank loans  46,240,554   52,782,500 
Total investment activity  (59,398,465)  (55,307,952)
         
Net cash used in operating activities  (48,015,173)  (43,558,701)
         
Cash flows from financing activities:        
Issuance of shares of common stock  50,000,000   40,000,000 
Distributions paid to common stockholders  (8,306,859)  (5,886,036)
         
Net cash provided by financing activities  41,693,141   34,113,964 
         
Net decrease in cash and cash equivalents  (6,322,032)  (9,444,737)
         
Cash and cash equivalents:        
Cash and cash equivalents, beginning of period  17,715,145   29,721,559 
         
Cash and cash equivalents, end of period $11,393,113  $20,276,822 
         
Supplemental non-cash information        
Issuance of common shares in connection with dividend reinvestment plan $30  $27 

(a)      Refer to Note 4-Related Party Transactions for additional information

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

Audax Credit BDC Inc.
Schedule of Investments (Continued)5
As of September 30, 2018
(Expressed in U.S. Dollars)
(unaudited)

 

Portfolio Investments(a) (b) (c) (d) (e) Par  Cost  Value 
          
NON-CONTROL/NON-AFFILIATE INVESTMENTS(g)(Continued):            
Beverage, Food & Tobacco            
Kettle Cuisine, Senior Secured Initial Term Loan (First Lien) , 6.15% (Libor + 3.75%), maturity 8/25/25 $2,000,000  $1,990,066  $1,990,000 
Lipari, Senior Secured Term Loan A, 6.90% (Libor + 4.50%), maturity 10/1/22  1,967,180   1,958,296   1,947,508 
Sovos Brands, Senior Secured Initial Term Loan, 6.90% (Libor + 4.50%), maturity 7/18/24  990,000   985,725   972,675 
             
Consumer Goods: Durable            
Strategic Partners, Senior Secured Initial Term Loan, 6.15% (Libor + 3.75%), maturity 6/30/23  2,467,637   2,463,088   2,461,468 
             
Retail            
Grocery Outlet, Senior Secured Incremental Term Loan (First Lien), 5.90% (Libor + 3.50%), maturity 10/21/21  1,984,887   2,000,012   1,991,682 
             
Forest Products & Paper            
Hoffmaster Group, Senior Secured Tranche B-1 Term Loan (First Lien), 6.40% (Libor + 4.00%), maturity 11/21/23  1,965,000   1,949,602   1,984,203 
             
Total Portfolio Investments(i)     $239,986,958  $239,270,229 

Audax Credit BDC Inc.

Schedule of Investments

As of September 30, 2019

(Expressed in U.S. Dollars)

(unaudited)

Portfolio Investments(a) (b) (c) (d) (e) (f) Par  Cost  Value 
BANK LOANS: NON-CONTROL/NON-AFFILIATE INVESTMENTS - (100.6%)(g)(h):            
             
Healthcare & Pharmaceuticals            
Radiology Partners, Senior Secured Term B Loan (First Lien), 6.84% (Libor + 4.75%), maturity 7/9/25(i) $5,200,603  $5,161,127  $5,148,594 
Pathway, Senior Secured Initial Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 12/20/24  4,675,631   4,630,724   4,652,251 
Tecomet, Senior Secured 2017 Term Loan (First Lien), 5.34% (Libor + 3.25%), maturity 5/1/24  3,969,544   3,952,226   3,959,618 
Advarra, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 7/9/26(i)  3,949,300   3,907,971   3,909,805 
Young, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 11/7/24  3,843,984   3,833,192   3,805,543 
Navicure, Senior Secured Initial Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 11/1/24  3,439,981   3,430,229   3,439,980 
Specialty Care, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 9/1/23  3,351,482   3,355,289   3,343,103 
Zest Dental, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 3/14/25  3,341,694   3,366,036   3,308,277 
Veritext, Senior Secured Initial Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 8/1/25(i)  3,195,951   3,181,538   3,188,898 
Confluent Health, Senior Secured Initial Term Loan, 7.09% (Libor + 5.00%), maturity 6/24/26  2,992,500   2,963,600   2,970,056 
Physicians Endoscopy, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 8/18/23  2,914,160   2,893,439   2,855,877 
Waystar, Senior Secured Term Loan B, 6.09% (Libor + 4.00%), maturity 9/18/26(i)  2,500,000   2,487,500   2,487,500 
MedRisk, Senior Secured Initial Term Loan (First Lien), 4.84% (Libor + 2.75%), maturity 12/27/24  2,456,250   2,461,697   2,456,250 
Eating Recovery Center, Senior Secured Initial Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 9/23/24  2,452,138   2,432,357   2,427,617 
Upstream Rehabilitation, Senior Secured Initial Term Loan, 6.09% (Libor + 4.00%), maturity 1/3/24  2,388,335   2,386,392   2,382,364 
OB Hospitalist Group, Senior Secured Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 8/1/24(i)  2,316,088   2,304,835   2,316,088 
MedRisk, Senior Secured Initial Loan (Second Lien), 8.84% (Libor + 6.75%), maturity 12/29/25  2,100,000   2,073,887   2,100,000 
Press Ganey, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 7/24/26(i)  2,000,000   1,992,588   1,993,925 
Zelis RedCard, Senior Secured Initial Term Loan, 6.84% (Libor + 4.75%), maturity 9/30/26(i)  2,000,000   1,980,000   1,985,000 
Avalign Technologies, Senior Secured Initial Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 12/22/25  1,985,000   1,966,884   1,965,150 
CareCentrix, Senior Secured Initial Term Loan, 6.59% (Libor + 4.50%), maturity 4/3/25  1,925,000   1,917,049   1,925,000 
Premise Health, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 7/10/25  1,834,419   1,843,192   1,825,247 
Alpaca, Senior Secured Term Loan, 6.59% (Libor + 4.50%), maturity 4/19/24(j)  1,678,333   1,653,971   1,674,138 
CPS, Unitranche, 7.34% (Libor + 5.25%), maturity 2/28/25  1,492,500   1,471,798   1,488,769 
Stepping Stones, Unitranche, 7.59% (Libor + 5.50%), maturity 12/12/24  1,354,175   1,346,840   1,344,019 
Ensemble, Senior Secured Closing Date Term Loan, 5.84% (Libor + 3.75%), maturity 8/3/26(i)  1,000,000   995,055   1,001,314 
Veritext, Senior Secured Initial Term Loan (Second Lien), 9.09% (Libor + 7.00%), maturity 7/31/26  1,000,000   995,491   992,500 
Packaging Coordinators, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 6/30/23  987,245   993,322   977,372 
Alcami, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 7/14/25  990,000   985,724   972,675 
Dermatologists of Central States, Senior Secured Term Loan, 8.59% (Libor + 6.50%), maturity 4/20/22  979,804   972,900   965,107 
Aegis Sciences, Senior Secured Initial Term Loan (2018) (First Lien), 7.59% (Libor + 5.50%), maturity 5/9/25  990,000   977,475   957,825 
ATI Physical Therapy, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 5/10/23(i)  924,411   929,618   912,448 
Specialty Care, Senior Secured Initial Term Loan (Second Lien), 10.34% (Libor + 8.25%), maturity 9/1/24  850,000   843,043   847,875 
Athena, Senior Secured Term B Loan (First Lien), 6.59% (Libor + 4.50%), maturity 2/11/26(i)  498,747   496,253   495,785 
RMP & MedA/Rx, Senior Secured Term Loan, 6.59% (Libor + 4.50%), maturity 3/2/22  445,794   444,572   444,679 
Injured Workers Pharmacy, Senior Secured Term Loan (First Lien), 6.84% (Libor + 4.75%), maturity 7/22/20  380,245   373,931   377,393 
Alpaca, Senior Secured Revolver, 6.59% (Libor + 4.50%), maturity 4/19/24(j)  25,885   22,002   25,821 
Advarra, Senior Secured Initial Revolving Loan (First Lien), 6.34% (Libor + 4.25%), maturity 7/9/26  -   (7,619)  - 
             
High Tech Industries            
Qlik, Senior Secured 2019 Incremental Term Loan, 6.34% (Libor + 4.25%), maturity 4/26/24  3,990,000   3,963,164   3,960,075 
Barracuda, Senior Secured 2019 Incremental Term Loan (First Lien), 5.34% (Libor + 3.25%), maturity 2/12/25(i)  3,459,981   3,473,588   3,462,744 
Masergy, Senior Secured Initial Loan (Second Lien), 9.59% (Libor + 7.50%), maturity 12/16/24  3,428,571   3,419,711   3,411,429 
Syncsort, Senior Secured 2018 Refinancing Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 8/16/24  3,430,350   3,404,601   3,404,622 
Sparta, Senior Secured New Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 8/21/24  3,430,000   3,431,844   3,352,825 
Infogroup, Senior Secured Term Loan (First Lien), 7.09% (Libor + 5.00%), maturity 4/3/23  2,927,444   2,901,246   2,905,488 
McAfee, Senior Secured Term B USD Loan, 5.84% (Libor + 3.75%), maturity 9/30/24(i)  2,871,683   2,883,121   2,878,923 
Jaggaer, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 8/14/26(i)  2,500,000   2,495,124   2,500,000 
ECi Software Solutions, Senior Secured Initial Term Loan, 6.34% (Libor + 4.25%), maturity 9/27/24(i)  2,469,880   2,456,791   2,466,928 
HelpSystems, Senior Secured Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 3/28/25  2,468,750   2,466,733   2,462,578 
Idera, Senior Secured Initial Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 6/28/24(i)  2,151,590   2,150,729   2,162,348 
eResearch (ERT), Senior Secured Initial Term Loan, 5.84% (Libor + 3.75%), maturity 5/2/23(i)  2,044,597   2,044,597   2,043,584 
QuickBase, Senior Secured Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 4/2/26(i)  1,995,000   1,985,763   1,990,013 
Intermedia , Senior Secured New Term Loan (First Lien), 8.09% (Libor + 6.00%), maturity 7/21/25(i)  1,985,000   1,967,681   1,988,749 
Flexera Software, Senior Secured Initial Term Loan (First Lien), 5.34% (Libor + 3.25%), maturity 2/26/25(i)  1,970,000   1,975,508   1,976,166 
EverCommerce, Senior Secured Initial Term Loan, 7.59% (Libor + 5.50%), maturity 8/23/25(i)  2,000,000   1,960,256   1,960,000 
GlobalLogic, Senior Secured Initial Term Loan, 5.34% (Libor + 3.25%), maturity 8/1/25  1,732,500   1,723,719   1,732,500 
Bomgar, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 4/18/25  1,728,125   1,738,745   1,706,523 
Ultimate Software , Senior Secured Initial Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 5/4/26(i)  1,500,000   1,502,508   1,509,737 
OEConnection, Senior Secured Initial Term Loan, 6.09% (Libor + 4.00%), maturity 9/25/26(i)  1,500,000   1,491,789   1,496,019 
Navex Global, Senior Secured Initial Term Loan (First Lien), 5.34% (Libor + 3.25%), maturity 9/5/25(i)  1,485,000   1,470,253   1,467,567 
Compusearch Software Systems, Senior Secured Initial Term Loan, 6.34% (Libor + 4.25%), maturity 5/7/21  1,436,570   1,435,883   1,429,387 
Insurity, Senior Secured Closing Date Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 7/31/26(i)  1,000,000   995,055   1,002,500 
Global Knowledge, Senior Secured Initial Term Loan (Second Lien), 12.34% (Libor + 10.25%), maturity 1/20/22  1,000,000   994,958   988,750 
LANDesk, Senior Secured Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 1/20/24(i)  981,003   971,897   977,054 
Corsair, Senior Secured Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 8/28/24(i)  984,951   980,979   975,102 
Community Brands, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 12/2/22  836,376   832,410   828,012 
Masergy, Senior Secured 2017 Replacement Term Loan (First Lien), 5.34% (Libor + 3.25%), maturity 12/15/23  486,158   484,569   483,727 
Endurance Int'l Group, Senior Secured Refinancing Loan (2018), 5.84% (Libor + 3.75%), maturity 2/9/23(i)  421,270   420,496   412,067 

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

6

Audax Credit BDC Inc.

Schedule of Investments (Continued)

As of September 30, 2019

(Expressed in U.S. Dollars)

(unaudited)

Portfolio Investments(a) (b) (c) (d) (e) (f) Par  Cost  Value 
BANK LOANS: NON-CONTROL/NON-AFFILIATE INVESTMENTS(h)(Continued):            
             
Services: Business            
CoAdvantage, Senior Secured Term Loan, 7.09% (Libor + 5.00%), maturity 9/23/25(i) $4,000,000  $3,960,000  $3,990,000 
RevSpring, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 10/11/25(i)  3,970,000   3,965,612   3,960,075 
Allied Universal 2019, Senior Secured Initial Term Loan, 6.34% (Libor + 4.25%), maturity 7/10/26(i)  3,500,000   3,465,693   3,504,375 
Fleetwash, Senior Secured Incremental Term Loan, 6.84% (Libor + 4.75%), maturity 10/1/24  2,970,056   2,944,347   2,962,631 
Addison, Senior Secured Initial Term Loan, 7.09% (Libor + 5.00%), maturity 4/15/26  2,992,500   2,936,336   2,962,575 
Sterling Backcheck, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 6/19/24  2,901,639   2,901,639   2,887,131 
Cast & Crew, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 2/9/26(i)  2,487,500   2,491,036   2,508,764 
HireRight, Senior Secured Initial Term Loan (Second Lien), 9.34% (Libor + 7.25%), maturity 7/10/26  2,500,000   2,478,537   2,481,250 
Newport Group, Senior Secured Initial Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 9/12/25  2,477,487   2,464,054   2,465,100 
Kellermeyer Bergensons Services, Senior Secured 2018 Replacement Term Loan (First Lien), 6.84% (Libor + 4.75%), maturity 10/29/21  2,301,462   2,294,158   2,295,709 
First Advantage, Senior Secured Term Loan (First Lien), 7.34% (Libor + 5.25%), maturity 6/30/22  2,000,000   1,993,775   1,990,000 
Aimbridge, Senior Secured Initial Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 2/2/26  1,990,000   1,983,061   1,985,025 
Vistage, Senior Secured Term B Loan (First Lien), 6.09% (Libor + 4.00%), maturity 2/10/25  1,970,000   1,966,512   1,960,150 
Service Logic, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 12/31/24  1,557,888   1,553,889   1,540,362 
Eliassen Group, Senior Secured Initial Term B Loan, 6.59% (Libor + 4.50%), maturity 11/5/24  1,494,998   1,488,262   1,487,523 
OSG Billing Services, Senior Secured Term B Loan (First Lien), 6.59% (Libor + 4.50%), maturity 3/27/24  1,478,141   1,473,235   1,463,360 
DBi Services, Senior Secured Term B Loan (Second Lien), 8.00% (Libor + 8.00%), maturity 2/2/26  1,209,731   1,209,731   1,209,731 
Diversified, Senior Secured Initial Term Loan, 6.84% (Libor + 4.75%), maturity 12/23/23  995,000   988,138   992,513 
Franklin Energy, Senior Secured Term B Loan (First Lien), 6.09% (Libor + 4.00%), maturity 8/14/26(i)  500,000   497,541   500,000 
             
Services: Consumer            
CIBT Holdings, Senior Secured Initial Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 6/3/24  5,438,174   5,420,455   5,383,793 
A Place For Mom, Senior Secured Term Loan, 5.84% (Libor + 3.75%), maturity 8/10/24  2,672,962   2,672,250   2,619,503 
Weld North, Senior Secured Initial Term Loan, 6.34% (Libor + 4.25%), maturity 2/15/25  2,469,943   2,446,862   2,457,594 
Cambium Learning, Senior Secured Initial Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 12/18/25  2,481,250   2,367,439   2,456,438 
Smart Start, Senior Secured Initial Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 2/21/22(i)  2,423,840   2,423,840   2,426,870 
Mister Car Wash, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 5/14/26(i)  1,995,000   1,990,241   1,994,529 
LegalShield, Senior Secured Initial Term Loan (First Lien), 5.34% (Libor + 3.25%), maturity 5/1/25(i)  1,940,510   1,926,705   1,939,515 
SMG, Senior Secured Initial Term Loan (First Lien), 5.09% (Libor + 3.00%), maturity 1/23/25(i)  1,981,146   1,968,106   1,973,806 
Ned Stevens, Senior Secured Term A Loan, 7.84% (Libor + 5.75%), maturity 9/30/25(i)(j)  1,607,843   1,575,686   1,575,686 
Valet Living, Senior Secured Initial Term Loan, 6.09% (Libor + 4.00%), maturity 9/28/25(i)  1,488,741   1,486,553   1,488,741 
Spring Education, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 7/30/25(i)  990,000   987,870   989,705 
Ned Stevens, Senior Secured Revolver, 6.84% (Libor + 4.75%), maturity 9/30/25(i)(j)  19,608   16,993   19,216 
             
Chemicals, Plastics & Rubber            
Plaskolite, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 12/15/25  3,970,000   3,904,589   3,930,300 
Transcendia, Senior Secured 2017 Refinancing Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 5/30/24  3,436,343   3,422,003   3,359,026 
Universal Fiber Systems, Senior Secured Initial Term Loan (First Lien), 6.84% (Libor + 4.75%), maturity 10/4/21  2,818,963   2,813,044   2,755,537 
Spectrum Plastics, Senior Secured Closing Date Term Loan (First Lien), 5.34% (Libor + 3.25%), maturity 1/31/25  2,689,050   2,698,659   2,635,269 
Unifrax, Senior Secured USD Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 12/12/25(i)  2,482,494   2,460,934   2,321,132 
Q Holding, Senior Secured Term B Loan (2019), 7.09% (Libor + 5.00%), maturity 12/29/23(i)  2,000,000   1,990,064   1,990,000 
Borchers, Senior Secured Term Loan, 6.59% (Libor + 4.50%), maturity 11/1/24  1,910,136   1,905,062   1,900,585 
Boyd Corp, Senior Secured Initial Loan (Second Lien), 8.84% (Libor + 6.75%), maturity 9/6/26(i)  2,000,000   2,002,280   1,783,800 
Zep, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 8/12/24  1,961,228   1,959,159   1,725,881 
Vantage Specialty Chemicals, Senior Secured Closing Date Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 10/28/24  989,924   972,199   977,550 
Prince Minerals, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 3/31/25(i)  985,000   980,917   817,550 
             
Banking, Finance, Insurance & Real Estate            
Integro Insurance Brokers, Senior Secured Initial Term Loan (First Lien), 7.84% (Libor + 5.75%), maturity 10/31/22  2,888,354   2,830,137   2,816,145 
American Beacon Advisors, Senior Secured Tranche C Term Loan (Second Lien), 9.59% (Libor + 7.50%), maturity 4/30/23  2,000,000   2,000,000   2,000,000 
Kestra Financial, Senior Secured Initial Term Loan, 6.34% (Libor + 4.25%), maturity 6/3/26  2,000,000   1,980,717   1,990,000 
Advisor Group, Senior Secured Initial Term B Loan, 7.09% (Libor + 5.00%), maturity 8/1/26(i)  1,500,000   1,473,750   1,469,357 
EPIC Insurance, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 9/6/24  1,473,750   1,470,863   1,462,697 
Aperio, Senior Secured Loan, 7.09% (Libor + 5.00%), maturity 10/25/24  941,111   936,654   938,758 
AmeriLife Group, Senior Secured Initial Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 6/12/26  875,000   870,157   870,625 
             
Aerospace & Defense            
StandardAero, Senior Secured Initial Term B-1 Loan, 6.09% (Libor + 4.00%), maturity 4/6/26(i)  3,576,923   3,564,814   3,597,021 
StandardAero, Senior Secured Initial Term B-2 Loan, 6.09% (Libor + 4.00%), maturity 4/6/26(i)  1,923,077   1,916,567   1,933,882 
Consolidated Precision Products, Senior Secured Initial Term Loan (Second Lien), 9.84% (Libor + 7.75%), maturity 4/30/26  1,500,000   1,515,316   1,488,750 
Tronair, Senior Secured Initial Term Loan (First Lien), 6.84% (Libor + 4.75%), maturity 9/8/23  1,459,899   1,453,222   1,430,701 
Consolidated Precision Products, Senior Secured Initial Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 4/30/25  498,741   496,288   496,247 
             
Consumer Goods: Non-durable            
Manna Pro, Senior Secured Term Loan, 8.09% (Libor + 6.00%), maturity 12/8/23  3,447,500   3,406,454   3,421,644 
Augusta Sportswear Group, Senior Secured Initial Term Loan, 6.59% (Libor + 4.50%), maturity 10/26/23  2,235,145   2,220,336   2,218,381 
Badger Sportswear, Senior Secured Initial Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 9/11/23  1,906,766   1,894,642   1,873,398 
Varsity Brands, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 12/16/24(i)  989,934   996,390   960,236 

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

7

Audax Credit BDC Inc.

Schedule of Investments (Continued)

As of September 30, 2019

(Expressed in U.S. Dollars)

(unaudited)

Portfolio Investments(a) (b) (c) (d) (e) (f) Par  Cost  Value 
BANK LOANS:  NON-CONTROL/NON-AFFILIATE INVESTMENTS(h)(Continued):            
             
Containers, Packaging & Glass            
ProAmpac, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 11/20/23(i) $3,434,525  $3,454,978  $3,287,320 
Anchor Packaging, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 7/18/26(i)  2,000,000   1,990,121   2,002,500 
Tank Holding, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 3/26/26(i)  1,000,000   995,312   1,000,936 
Pregis Corporation, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 7/31/26(i)  1,000,000   997,524   1,000,000 
TricorBraun, Senior Secured Closing Date Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 11/30/23(i)  496,176   496,176   487,493 
Alpha Packaging, Senior Secured Tranche B-1 Term Loan, 6.34% (Libor + 4.25%), maturity 5/12/20  490,087   489,456   485,187 
             
Transportation: Cargo            
Odyssey Logistics & Technology , Senior Secured New Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 10/12/24(i)  3,893,929   3,889,552   3,871,054 
Transplace, Senior Secured Closing Date Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 10/7/24  2,959,950   2,951,556   2,959,950 
Capstone Logistics, Senior Secured Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 10/7/21  1,209,092   1,209,266   1,190,956 
             
Wholesale            
Carlisle FoodService, Senior Secured Initial Term Loan (First Lien), 5.09% (Libor + 3.00%), maturity 3/20/25  3,945,633   3,946,035   3,906,177 
PetroChoice, Senior Secured Initial Term Loan (First Lien), 7.09% (Libor + 5.00%), maturity 8/19/22  1,920,184   1,896,755   1,886,581 
ABB Optical, Senior Secured Initial Term Loan (First Lien), 7.09% (Libor + 5.00%), maturity 6/15/23  1,458,665   1,455,777   1,425,845 
             
Capital Equipment            
MW Industries, Senior Secured 2018 New Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 9/30/24  2,450,000   2,450,000   2,425,500 
BAS, Senior Secured Repricing Term Loan, 5.84% (Libor + 3.75%), maturity 5/21/24  1,974,735   1,976,053   1,964,861 
Edward Don, Senior Secured Initial Term Loan, 6.34% (Libor + 4.25%), maturity 7/2/25  1,482,513   1,476,214   1,456,569 
Excelitas, Senior Secured Initial USD Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 12/2/24  494,962   498,777   491,250 
TriMark, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 8/28/24(i)  492,463   493,992   412,940 
             
Construction & Building            
PlayPower, Senior Secured Initial Term Loan, 7.59% (Libor + 5.50%), maturity 5/8/26(i)  1,939,583   1,939,583   1,937,159 
CHI Overhead Doors, Senior Secured Initial Term Loan (First Lien), 5.34% (Libor + 3.25%), maturity 7/29/22  1,484,578   1,471,986   1,480,867 
DiversiTech Corporation, Senior Secured Tranche B-1 Term Loan (First Lien), 5.09% (Libor + 3.00%), maturity 6/3/24  1,478,613   1,466,172   1,463,827 
PlayCore, Senior Secured Initial Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 9/30/24(i)  979,411   977,482   963,450 
Hoffman Southwest, Senior Secured Initial Term Loan, 6.59% (Libor + 4.50%), maturity 8/14/23  527,876   523,001   525,237 
             
Automotive            
Mavis, Senior Secured Closing Date Term Loan (First Lien), 5.34% (Libor + 3.25%), maturity 3/20/25(i)  3,601,718   3,586,884   3,538,688 
Truck Hero, Senior Secured Initial Term Loan (Second Lien), 10.34% (Libor + 8.25%), maturity 4/21/25  1,800,000   1,798,452   1,795,500 
Safe Fleet, Senior Secured Tranche B-1 Term Loan (First Lien), 5.84% (Libor + 3.75%), maturity 2/3/25  990,000   965,164   985,050 
             
Media: Advertising, Printing & Publishing            
Ansira, Unitranche, 7.84% (Libor + 5.75%), maturity 12/20/22  1,910,370   1,897,583   1,886,491 
Northstar, Senior Secured Term Loan, 8.34% (Libor + 6.25%), maturity 6/7/22  1,470,723   1,470,723   1,459,692 
Imagine! Print Solutions, Senior Secured Term B-1 Loan (First Lien), 6.84% (Libor + 4.75%), maturity 6/21/22  1,462,500   1,454,115   1,243,125 
Vestcom International, Senior Secured L/C Collaterilized, 6.09% (Libor + 4.00%), maturity 12/19/23  783,878   786,865   776,039 
             
Forest Products & Paper            
Hoffmaster Group, Senior Secured Tranche B-1 Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 11/21/23(i)  2,934,822   2,922,148   2,912,811 
Loparex, Senior Secured Initial Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 7/31/26(i)  1,500,000   1,485,165   1,500,000 
             
Beverage, Food & Tobacco            
Sovos Brands, Senior Secured Initial Term Loan (2018), 7.09% (Libor + 5.00%), maturity 11/20/25  1,985,000   1,967,048   1,970,113 
Kettle Cuisine, Senior Secured Initial Term Loan (First Lien) , 5.84% (Libor + 3.75%), maturity 8/25/25(i)  1,980,000   1,971,388   1,960,200 
             
Hotel, Gaming & Leisure            
On Location, Senior Secured Second Amendment Term Loan, 7.09% (Libor + 5.00%), maturity 9/29/21  1,912,374   1,898,616   1,893,251 
Auto Europe, Senior Secured Initial Dollar Term Loan, 7.09% (Libor + 5.00%), maturity 10/21/23  1,176,923   1,167,900   1,176,923 
             
Consumer Goods: Durable            
Strategic Partners, Senior Secured Initial Term Loan, 5.84% (Libor + 3.75%), maturity 6/30/23  2,315,304   2,311,862   2,315,304 
             
Retail            
Grocery Outlet, Senior Secured 2019 Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 10/22/25(i)  1,310,862   1,308,090   1,319,466 
             
Metals & Mining            
Dynatect, Senior Secured Term B Loan, 6.59% (Libor + 4.50%), maturity 9/30/22(i)  997,579   988,371   987,604 
             
Health Care Equipment & Services            
MyEyeDr, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 8/31/26(i)  500,000   493,783   495,896 
Total Bank Loans     $324,033,544  $322,337,234 

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

8

Audax Credit BDC Inc.

Schedule of Investments (Continued)

As of September 30, 2019

(Expressed in U.S. Dollars)

(unaudited)

EQUITY AND PREFERRED SHARES:  NON-CONTROL/NON-AFFILIATE INVESTMENTS- (0.2%)(g)(h):        
         
Services: Business        
DBi Services, Class A-1 Preferred Units (800.53 units)(k) $800,535  $400,267 
DBi Services, Class B Common Shares (169,362.31 shares)(l)(m)  -   - 
         
Services: Consumer        
Ned Stevens, Class B Common Units (261,438 Common B units)(f)(i)(j)(m)(n)(o)  261,438   261,438 
        ��
Healthcare & Pharmaceuticals        
Alpaca, Class A Units (33,300.04 Class A Units, Fair value of $58,608)(f)(i)(j)(m)(o)(p)  58,608   58,608 
         
Total Equity and Preferred Shares $1,120,581  $720,313 
         
Total Portfolio Investments(q) $325,154,125  $323,057,547 

 

(a)All companies are located in the United States of America.America, unless otherwise noted.
(b)Interest rate percentages represent actual interest rates which are indexed from then 30-day London Interbank Offered Rate ("LIBOR") unless otherwise noted. LIBOR rates are subject to interest rate floors which can vary based on the contractual agreement with the borrower. Due dates represent the contractual maturity date.
(c)All loans are income-producing, unless otherwise noted.
(d)All investments are qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act") unless otherwise noted.
(e)All loans are restricted, unless otherwise noted.
(f)Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the FASB Accounting Standard Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) fair value hierarchy. Refer to Note 3 – Investments in the accompanying Notes to Financial Statements for additional information.
(g)Percentages are calculated using fair value of investments over net assets.
(h)As defined in 1940 Act, the Company is not deemed to be an “Affiliated Person” of or “Control” this portfolio company because it neither owns 5% or more of the portfolio company’s outstanding voting securities nor has the power to exercise control over the management or policies of such portfolio company (including through a management agreement).
(i)Investment was valued using Level 2 inputs within the ASC 820 fair value hierarchy. Refer to Note 3 – Investments in the accompanying Notes to Financial Statements for additional information.
(j)Three of our affiliated funds, Audax Direct Lending Solutions Fund - A, L.P., Audax Direct Lending Solutions Fund - C, L.P., and Audax Direct Lending Solutions Fund - D, L.P., 'co-invested with us in this portfolio company pursuant to an exemptive order granted by the U.S. Securities and Exchange Commission.
(k)Represents an investment owned by APD Dbi Preferred, Inc., a holding company for the investment in DBi.
(l)Represents an investment owned by APD Dbi Common, Inc., a holding company for the investment in DBi.
(m)Investment is non-income producing.
(n)Represents an investment in APD NS Equity, L.P., a holding company, made through an affiliated equity aggregator vehicle.
(o)Other net assets of $0 at the aggregator levels are included in the fair value of the investments when using the net asset value as a practical expedient.
(p)Represents an investment in APD ALP Equity, L.P., a holding company, made through an affiliated equity aggregator vehicle.
(q)At September 30, 2019, the cost of investments for income tax purposes was $325,154,125 the gross unrealized depreciation for federal tax purposes was $2,843,707, the gross unrealized appreciation for federal income tax purposes was $747,129, and the net unrealized depreciation was $2,096,578.

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

9

Audax Credit BDC Inc.

Schedule of Investments

As of December 31, 2018

(Expressed in U.S. Dollars)

Portfolio Investments(a) (b) (c) (d) (e) (f) Par  Cost  Value 
NON-CONTROL/NON-AFFILIATE INVESTMENTS - (99.0%)(g)(h):            
             
Healthcare & Pharmaceuticals            
Radiology Partners, Senior Secured Term B Loan (First Lien), 7.05% (Libor + 4.25%), maturity 7/9/25(i) $3,990,000  $3,952,085  $4,019,924 
Young, Senior Secured Initial Term Loan (First Lien), 6.80% (Libor + 4.00%), maturity 11/7/24(i)  3,902,369   3,890,558   3,921,880 
Beaver-Visitec, Senior Secured Term B Loan, 6.80% (Libor + 4.00%), maturity 8/21/23(i)  3,914,044   3,914,043   3,914,043 
Specialty Care, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 9/1/23  3,377,066   3,381,533   3,351,737 
Zest Dental, Senior Secured Initial Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 3/14/25  3,367,138   3,394,604   3,333,466 
Physicians Endoscopy, Senior Secured Initial Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 8/18/23  2,936,340   2,913,237   2,884,954 
MedRisk, Senior Secured Initial Term Loan (First Lien), 5.55% (Libor + 2.75%), maturity 12/27/24  2,475,000   2,481,109   2,462,624 
Eating Recovery Center, Senior Secured Initial Term Loan (First Lien), 7.30% (Libor + 4.50%), maturity 9/23/24  2,465,213   2,443,320   2,452,887 
Upstream Rehabilitation, Senior Secured Initial Term Loan, 7.05% (Libor + 4.25%), maturity 1/3/24  2,411,880   2,409,690   2,405,850 
OB Hospitalist Group, Senior Secured Term Loan (First Lien), 6.80% (Libor + 4.00%), maturity 8/1/24  2,363,660   2,350,839   2,363,660 
Avalign Technologies, Senior Secured Term Loan B, 7.30% (Libor + 4.50%), maturity 12/19/25(i)  2,000,000   1,980,000   1,980,000 
CareCentrix, Senior Secured Initial Term Loan, 7.30% (Libor + 4.50%), maturity 4/3/25  1,962,500   1,953,489   1,957,594 
Premise Health, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 7/10/25(i)  1,848,316   1,858,011   1,859,868 
Veritext, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 8/1/25(i)  1,459,924   1,460,860   1,463,574 
MedRisk, Senior Secured Initial Loan (Second Lien), 9.55% (Libor + 6.75%), maturity 12/29/25  1,100,000   1,089,000   1,091,750 
Packaging Coordinators, Senior Secured Initial Term Loan (First Lien), 6.80% (Libor + 4.00%), maturity 6/30/23(i)  994,898   1,002,071   992,411 
Aegis Sciences, Senior Secured Initial Term Loan (2018) (First Lien), 8.30% (Libor + 5.50%), maturity 5/9/25  997,500   983,581   990,019 
Veritext, Senior Secured Initial Term Loan (Second Lien), 9.80% (Libor + 7.00%), maturity 7/31/26  1,000,000   995,138   990,000 
Alcami, Senior Secured Initial Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 7/14/25  997,500   992,739   982,538 
U.S. Renal Care, Senior Secured Initial Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 12/30/22(i)  993,613   989,751   980,199 
ATI Physical Therapy, Senior Secured Initial Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 5/10/23  931,577   937,752   919,932 
Dermatologists of Central States, Senior Secured Term Loan, 9.30% (Libor + 6.50%), maturity 4/20/22  895,940   887,937   891,460 
Specialty Care, Senior Secured Initial Term Loan (Second Lien), 11.05% (Libor + 8.25%), maturity 9/1/24  850,000   842,238   843,625 
RMP & MedA/Rx, Senior Secured Term Loan, 7.55% (Libor + 4.75%), maturity 3/2/22  467,243   465,637   466,075 
             
High Tech Industries            
Navicure, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 11/1/24  3,466,241   3,455,194   3,457,575 
Syncsort, Senior Secured 2018 Refinancing Term Loan (First Lien), 7.30% (Libor + 4.50%), maturity 8/16/24(i)  3,456,338   3,427,046   3,452,017 
Masergy, Senior Secured Initial Loan (Second Lien), 10.30% (Libor + 7.50%), maturity 12/16/24  3,428,571   3,418,552   3,402,857 
Sparta, Senior Secured New Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 8/21/24  3,456,250   3,458,349   3,387,125 
Barracuda, Senior Secured Term Loan (First Lien), 6.05% (Libor + 3.25%), maturity 2/12/25(i)  2,985,000   3,003,618   2,950,673 
Infogroup, Senior Secured Term Loan (First Lien), 7.80% (Libor + 5.00%), maturity 4/3/23  2,949,962   2,918,814   2,935,213 
McAfee, Senior Secured Term B USD Loan, 6.55% (Libor + 3.75%), maturity 9/30/24(i)  2,893,438   2,906,309   2,881,864 
HelpSystems, Senior Secured Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 3/28/25  2,487,500   2,485,229   2,468,844 
Intermedia , Senior Secured New Term Loan (First Lien), 8.80% (Libor + 6.00%), maturity 7/21/25  2,000,000   1,980,887   1,995,000 
Flexera Software, Senior Secured Initial Term Loan (First Lien), 6.05% (Libor + 3.25%), maturity 2/26/25(i)  1,985,000   1,990,262   1,962,173 
Bomgar, Senior Secured Initial Term Loan (First Lien), 6.80% (Libor + 4.00%), maturity 4/18/25  1,741,250   1,753,357   1,732,544 
GlobalLogic, Senior Secured Initial Term Loan, 6.05% (Libor + 3.25%), maturity 8/1/25(i)  1,745,625   1,735,985   1,725,987 
Idera, Senior Secured Initial Term Loan (First Lien), 7.30% (Libor + 4.50%), maturity 6/28/24  1,665,545   1,667,150   1,665,545 
SciQuest, Senior Secured Term Loan, 6.80% (Libor + 4.00%), maturity 12/28/24  1,488,750   1,482,127   1,488,750 
ECi Software Solutions, Senior Secured Initial Term Loan, 7.05% (Libor + 4.25%), maturity 9/27/24(i)  1,486,237   1,474,659   1,482,522 
Compusearch Software Systems, Senior Secured Initial Term Loan, 7.05% (Libor + 4.25%), maturity 5/7/21  1,474,211   1,473,229   1,466,840 
Navex Global, Senior Secured Initial Term Loan (First Lien), 6.05% (Libor + 3.25%), maturity 9/5/25(i)  1,496,250   1,479,928   1,455,103 
Corsair, Senior Secured Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 8/28/24  992,683   988,177   982,756 
Global Knowledge, Senior Secured Initial Term Loan (Second Lien), 13.05% (Libor + 10.25%), maturity 1/20/22  1,000,000   993,585   975,000 
LANDesk, Senior Secured Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 1/20/24(i)  988,129   977,504   958,979 
Community Brands, Senior Secured Initial Term Loan (First Lien), 6.80% (Libor + 4.00%), maturity 12/2/22  798,373   793,856   794,381 
Masergy, Senior Secured 2017 Replacement Term Loan (First Lien), 6.05% (Libor + 3.25%), maturity 12/15/23  490,000   488,150   486,325 
MultiPlan, Senior Secured Initial Term Loan, 5.55% (Libor + 2.75%), maturity 6/7/23(i)  500,000   483,750   485,650 
Endurance Int'l Group, Senior Secured Refinancing Loan (2018), 6.55% (Libor + 3.75%), maturity 2/9/23(i)  443,365   442,430   437,823 
             
Services: Business            
CoAdvantage, Senior Secured Term Loan (First Lien), 7.30% (Libor + 4.50%), maturity 10/1/23(i)  3,955,050   3,955,050   3,915,500 
RevSpring, Senior Secured Initial Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 10/11/25(i)  3,500,000   3,496,396   3,491,250 
Fleetwash, Senior Secured Initial Term Loan, 7.55% (Libor + 4.75%), maturity 10/1/24  2,992,500   2,963,427   2,977,538 
Sterling Backcheck, Senior Secured Initial Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 6/19/24  2,923,903   2,923,903   2,891,009 
Systems Maintenance Services, Senior Secured Initial Term Loan (First Lien), 7.80% (Libor + 5.00%), maturity 10/30/23  2,940,000   2,940,000   2,499,000 
HireRight, Senior Secured Initial Term Loan (Second Lien), 10.05% (Libor + 7.25%), maturity 7/10/26  2,500,000   2,476,095   2,481,250 
Kellermeyer Bergensons Services, Senior Secured 2018 Replacement Term Loan (First Lien), 7.55% (Libor + 4.75%), maturity 10/29/21(i)  2,318,897   2,309,135   2,313,099 
First Advantage, Senior Secured Term Loan (First Lien), 8.05% (Libor + 5.25%), maturity 6/30/22  2,000,000   1,991,806   1,985,000 
Newport Group, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 9/12/25  1,995,000   1,985,318   1,980,038 
Vistage, Senior Secured Term B Loan (First Lien), 6.80% (Libor + 4.00%), maturity 2/10/25  1,985,000   1,980,809   1,980,038 
Allied Universal, Senior Secured Incremental Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 7/28/22  2,000,000   2,000,000   1,977,500 
DBi Services, Senior Secured Term B Loan, 8.05% (Libor + 5.25%), maturity 8/1/21  1,977,444   1,963,482   1,720,376 
OSG Billing Services, Senior Secured Term B Loan (First Lien), 7.05% (Libor + 4.25%), maturity 3/27/24  1,489,391   1,483,770   1,478,221 
Livingston, Senior Secured Refinancing Term B-3 Loan (First Lien), 8.55% (Libor + 5.75%), maturity 3/20/20(j)  1,485,000   1,486,788   1,468,294 
Eliassen Group, Senior Secured Term Loan B, 7.30% (Libor + 4.50%), maturity 11/5/24  1,000,000   995,057   992,500 
Service Logic, Senior Secured Initial Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 7/31/23(i)  990,005   986,031   990,005 
Equian, Senior Secured 2018 Incremental Term Loan, 6.05% (Libor + 3.25%), maturity 5/20/24(i)  993,709   997,137   976,816 
Livingston, Senior Secured Initial Term Loan (Second Lien), 11.05% (Libor + 8.25%), maturity 4/17/20(i)(j)  616,000   597,520   597,520 
DBi Services, Senior Secured Super Priority Term Loan, 15.00% (Libor + 15.00%), maturity 2/1/20(i)  144,000   144,000   144,000 
             
Chemicals, Plastics & Rubber            
Plaskolite, Senior Secured Initial Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 12/15/25(i)  3,500,000   3,430,000   3,482,500 
Transcendia, Senior Secured 2017 Refinancing Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 5/30/24(i)  2,962,575   2,962,667   2,969,981 

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

10

Audax Credit BDC Inc.

Schedule of Investments (Continued)

As of December 31, 2018

(Expressed in U.S. Dollars)

Portfolio Investments(a) (b) (c) (d) (e) (f) Par  Cost  Value 
NON-CONTROL/NON-AFFILIATE INVESTMENTS(h)(Continued):            
             
Chemicals, Plastics & Rubber (continued):            
Universal Fiber Systems, Senior Secured Initial Term Loan (First Lien), 7.55% (Libor + 4.75%), maturity 10/4/21 $2,864,310  $2,856,324  $2,828,506 
Spectrum Plastics, Senior Secured Closing Date Term Loan (First Lien), 6.05% (Libor + 3.25%), maturity 1/31/25  2,709,525   2,720,231   2,662,108 
Boyd Corp, Senior Secured Initial Loan (Second Lien), 9.55% (Libor + 6.75%), maturity 9/6/26(i)  2,000,000   2,002,455   2,000,000 
Unifrax, Senior Secured USD Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 12/12/25(i)  2,000,000   1,990,000   1,992,500 
Borchers, Senior Secured Term Loan, 7.30% (Libor + 4.50%), maturity 11/1/24  1,969,937   1,964,072   1,960,088 
Zep, Senior Secured Initial Term Loan (First Lien), 6.80% (Libor + 4.00%), maturity 8/12/24  1,976,237   1,973,888   1,946,594 
DuBois, Senior Secured Term Loan (First Lien), 6.05% (Libor + 3.25%), maturity 3/15/24(i)  1,488,898   1,490,117   1,492,620 
DuBois, Senior Secured Term Loan (Second Lien), 10.80% (Libor + 8.00%), maturity 3/15/25  1,500,000   1,485,490   1,483,125 
Houghton International, Senior Secured Term Loan (Second Lien), 11.30% (Libor + 8.50%), maturity 12/21/20  1,000,000   1,000,000   995,000 
Invictus, Senior Secured Initial Term Loan (First Lien), 5.80% (Libor + 3.00%), maturity 3/28/25(i)  997,487   1,004,912   983,549 
Prince Minerals, Senior Secured Initial Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 3/31/25  992,500   987,925   980,094 
Vantage Specialty Chemicals, Senior Secured Closing Date Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 10/28/24(i)  997,481   977,531   977,531 
Boyd Corp, Senior Secured Initial Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 9/6/25(i)  997,500   980,044   962,588 
             
Services: Consumer            
A Place For Mom, Senior Secured Term Loan, 6.55% (Libor + 3.75%), maturity 8/10/24(i)  2,693,419   2,692,552   2,693,419 
Smart Start, Senior Secured Initial Term Loan (First Lien), 7.30% (Libor + 4.50%), maturity 2/21/22(i)  2,442,485   2,442,485   2,436,379 
Cambium Learning, Senior Secured Initial Term Loan (First Lien), 7.30% (Libor + 4.50%), maturity 12/18/25(i)  2,500,000   2,375,000   2,375,000 
CIBT Holdings, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 6/3/24  1,979,900   1,995,160   1,960,101 
SMG, Senior Secured Initial Term Loan (First Lien), 5.80% (Libor + 3.00%), maturity 1/23/25(i)  1,496,231   1,489,971   1,499,972 
Weld North, Senior Secured Initial Term Loan, 7.05% (Libor + 4.25%), maturity 2/15/25  1,488,750   1,475,327   1,485,028 
Valet Living, Senior Secured Initial Term Loan, 6.80% (Libor + 4.00%), maturity 9/28/25(i)  997,500   995,073   1,004,981 
Mister Car Wash, Senior Secured Term Loan, 6.05% (Libor + 3.25%), maturity 8/20/21(i)  994,801   1,001,543   994,801 
Spring Education, Senior Secured Initial Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 7/30/25  997,500   995,113   992,513 
LegalShield, Senior Secured Initial Term Loan (First Lien), 5.80% (Libor + 3.00%), maturity 5/1/25(i)  500,000   500,000   500,000 
             
Banking, Finance, Insurance & Real Estate            
Integro Insurance Brokers, Senior Secured Initial Term Loan (First Lien), 8.55% (Libor + 5.75%), maturity 10/31/22  2,910,854   2,838,756   2,881,746 
Inst. Shareholder Services, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 10/16/24(i)  2,475,521   2,470,128   2,469,332 
American Beacon Advisors, Senior Secured Tranche C Term Loan (Second Lien), 10.30% (Libor + 7.50%), maturity 4/30/23  2,000,000   2,000,000   2,000,000 
AmeriLife Group, Senior Secured Initial Term Loan (First Lien), 7.55% (Libor + 4.75%), maturity 7/10/22  1,892,041   1,876,407   1,882,581 
EPIC Insurance, Senior Secured Initial Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 9/6/24  1,485,000   1,481,748   1,477,575 
Aperio, Senior Secured Loan, 7.80% (Libor + 5.00%), maturity 10/25/24(i)  1,000,000   995,000   995,000 
Integrity Marketing Group, Senior Secured Term Loan, 7.05% (Libor + 4.25%), maturity 11/28/25(i)  421,260   418,774   419,154 
             
Transportation: Cargo            
Odyssey Logistics & Technology , Senior Secured New Term Loan (First Lien), 6.80% (Libor + 4.00%), maturity 10/12/24(i)  3,967,544   3,962,584   3,947,706 
Transplace, Senior Secured Closing Date Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 10/7/24(i)  2,982,487   2,972,987   2,967,575 
Capstone Logistics, Senior Secured Term Loan (First Lien), 7.30% (Libor + 4.50%), maturity 10/7/21  1,237,631   1,237,865   1,228,348 
GlobalTranz, Senior Secured Term Loan (First Lien), 7.05% (Libor + 4.25%), maturity 6/29/25  997,500   996,510   990,019 
             
Wholesale            
Carlisle FoodService, Senior Secured Initial Term Loan (First Lien), 5.80% (Libor + 3.00%), maturity 3/20/25  3,239,325   3,239,674   3,206,932 
Ohio Transmission, Senior Secured Initial Term Loan, 7.05% (Libor + 4.25%), maturity 10/2/21  1,944,545   1,934,714   1,944,545 
PetroChoice, Senior Secured Initial Term Loan (First Lien), 7.80% (Libor + 5.00%), maturity 8/19/22  1,935,184   1,906,108   1,915,833 
ABB Optical, Senior Secured Initial Term Loan (First Lien), 7.80% (Libor + 5.00%), maturity 6/15/23  1,469,943   1,465,859   1,451,569 
             
Consumer Goods: Non-durable            
Manna Pro, Senior Secured Term Loan, 8.80% (Libor + 6.00%), maturity 12/8/23(i)  3,243,333   3,197,312   3,194,683 
Badger Sportswear, Senior Secured Initial Term Loan (First Lien), 7.30% (Libor + 4.50%), maturity 9/11/23  1,954,707   1,940,509   1,944,933 
Augusta Sportswear Group, Senior Secured Initial Term Loan, 7.30% (Libor + 4.50%), maturity 10/26/23  1,812,658   1,798,262   1,790,000 
Varsity Brands, Senior Secured Initial Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 12/16/24(i)  997,484   1,004,750   985,015 
             
Capital Equipment            
MW Industries, Senior Secured 2018 New Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 9/30/24(i)  2,468,750   2,468,750   2,414,900 
Edward Don, Senior Secured Initial Term Loan, 7.05% (Libor + 4.25%), maturity 7/2/25  1,995,000   1,985,498   1,975,050 
BAS, Senior Secured Repricing Term Loan, 6.55% (Libor + 3.75%), maturity 5/21/24(i)  1,488,680   1,489,497   1,494,262 
Excelitas, Senior Secured Initial USD Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 12/2/24(i)  498,741   503,059   501,234 
TriMark, Senior Secured Initial Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 8/28/24(i)  496,232   497,969   456,857 
United Flexible, Senior Secured Term Loan, 7.55% (Libor + 4.75%), maturity 2/16/21  414,596   412,054   414,596 
             
Construction & Building            
PlayPower, Senior Secured Initial Term Loan (First Lien), 7.55% (Libor + 4.75%), maturity 6/23/21  1,949,495   1,938,816   1,949,495 
PlayPower, Senior Secured Initial Term Loan (Second Lien), 11.55% (Libor + 8.75%), maturity 6/23/22  1,000,000   994,051   1,000,000 
CHI Overhead Doors, Senior Secured Initial Term Loan (First Lien), 6.05% (Libor + 3.25%), maturity 7/29/22(i)  1,496,145   1,480,497   1,501,755 
DiversiTech Corporation, Senior Secured Tranche B-1 Term Loan (First Lien), 5.80% (Libor + 3.00%), maturity 6/3/24  989,953   989,953   982,529 
PlayCore, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 9/30/24  986,906   984,757   977,037 
             
Automotive            
Mavis, Senior Secured Closing Date Term Loan (First Lien), 6.05% (Libor + 3.25%), maturity 3/20/25  3,504,018   3,488,084   3,468,978 
Truck Hero, Senior Secured Initial Term Loan (Second Lien), 11.05% (Libor + 8.25%), maturity 4/21/25  1,800,000   1,798,295   1,782,000 
Safe Fleet, Senior Secured Tranche B-1 Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 2/3/25(i)  997,500   970,069   970,069 

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

11

Audax Credit BDC Inc.

Schedule of Investments (Continued)

As of December 31, 2018

(Expressed in U.S. Dollars)

Portfolio Investments(a) (b) (c) (d) (e) (f) Par  Cost  Value 
NON-CONTROL/NON-AFFILIATE INVESTMENTS(h)(Continued):            
             
Aerospace & Defense            
StandardAero, Senior Secured Initial Term Loan, 6.55% (Libor + 3.75%), maturity 7/7/22(i) $2,971,912  $2,987,349  $2,971,912 
Consolidated Precision Products, Senior Secured Initial Term Loan (Second Lien), 10.55% (Libor + 7.75%), maturity 4/30/26(i)  1,500,000   1,516,576   1,503,750 
Tronair, Senior Secured Initial Term Loan (First Lien), 7.55% (Libor + 4.75%), maturity 9/8/23  1,471,187   1,463,261   1,434,407 
             
Beverage, Food & Tobacco            
Sovos Brands, Senior Secured Initial Term Loan (2018), 7.80% (Libor + 5.00%), maturity 11/20/25(i)  2,000,000   1,980,206   1,980,000 
Kettle Cuisine, Senior Secured Initial Term Loan (First Lien) , 6.55% (Libor + 3.75%), maturity 8/25/25  1,995,000   1,985,383   1,972,556 
Lipari, Senior Secured Term Loan A, 7.30% (Libor + 4.50%), maturity 10/1/22(i)  1,957,180   1,949,755   1,957,180 
             
Containers, Packaging & Glass            
ProAmpac, Senior Secured Initial Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 11/20/23(i)  3,461,013   3,484,861   3,383,140 
Pregis Corporation, Senior Secured Term Loan (First Lien), 6.30% (Libor + 3.50%), maturity 5/20/21(i)  1,732,054   1,738,637   1,712,135 
Alpha Packaging, Senior Secured Tranche B-1 Term Loan, 7.05% (Libor + 4.25%), maturity 5/12/20  493,837   492,994   491,368 
             
Media: Advertising, Printing & Publishing            
Ansira, Senior Secured Initial Term Loan, 8.55% (Libor + 5.75%), maturity 12/20/22(i)  1,877,875   1,863,012   1,882,570 
Northstar, Senior Secured Term Loan, 9.05% (Libor + 6.25%), maturity 6/7/22  1,534,360   1,534,360   1,515,180 
Imagine! Print Solutions, Senior Secured Term B-1 Loan (First Lien), 7.55% (Libor + 4.75%), maturity 6/21/22(i)  1,473,750   1,463,068   1,429,537 
Vestcom International, Senior Secured L/C Collaterilized, 6.80% (Libor + 4.00%), maturity 12/19/23  796,874   800,335   787,909 
             
Hotel, Gaming & Leisure            
On Location, Senior Secured Second Amendment Term Loan, 8.30% (Libor + 5.50%), maturity 9/29/21  1,949,969   1,931,313   1,920,719 
Auto Europe, Senior Secured Initial Dollar Term Loan, 7.80% (Libor + 5.00%), maturity 10/21/23  1,286,538   1,275,932   1,283,322 
             
Forest Products & Paper            
Hoffmaster Group, Senior Secured Tranche B-1 Term Loan (First Lien), 6.80% (Libor + 4.00%), maturity 11/21/23(i)  2,957,455   2,942,751   2,947,992 
             
Retail            
Grocery Outlet, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 10/22/25(i)  2,000,000   1,995,111   2,002,500 
Albertson's, Senior Secured 2018 Term B-7 Loan, 5.80% (Libor + 3.00%), maturity 11/17/25(i)  500,000   496,293   491,250 
             
Consumer Goods: Durable            
Strategic Partners, Senior Secured Initial Term Loan, 6.55% (Libor + 3.75%), maturity 6/30/23(i)  2,332,933   2,328,833   2,344,598 
             
Total Portfolio Investments(k)     $266,280,299  $264,662,881 

(a)All companies are located in the United States of America, unless otherwise noted.
(b)Interest rate percentages represent actual interest rates which are indexed from then 30-day London Interbank Offered Rate ("LIBOR") unless otherwise noted. LIBOR rates are subject to interest rate floors which can vary based on the contractual agreement with the borrower. Due dates represent the contractual maturity date.
(c)All loans are income-producing, unless otherwise noted.
(d)All investments are qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act") unless otherwise noted.
(e)All loans are restricted, unless otherwise noted.
(f)Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the FASB Accounting Standard Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) fair value hierarchy. Refer to Note 3 – Investments in the accompanying Notes to Financial Statements for additional information.
(g)Percentages are calculated using fair value of investments over net assets.
(g)(h)As defined in 1940 Act, the Company is not deemed to be an “Affiliated Person” of or “Control” this portfolio company because it neither owns 5% or more of the portfolio company’s outstanding voting securities nor has the power to exercise control over the management or policies of such portfolio company (including through a management agreement).
(h)(i)Investment was valued using Level 2 inputs within the ASC 820 fair value hierarchy. Refer to Note 3 – Investments in the accompanying Notes to Financial Statements for additional information.
(j)The borrower for Livingston, Livingston International Inc., is located in Canada.
(i)(k)At September 30,December 31, 2018, the cost of investments for income tax purposes was $239,986,958$266,280,299 the gross unrealized depreciation for federal tax purposes was $1,285,203,$2,140,935, the gross unrealized appreciation for federal income tax purposes was $568,474,$523,517, and the net unrealized depreciation was $716,729.$1,617,418.

 

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

 

812

 

 

Audax Credit BDC Inc.

Schedule of Investments
As of December 31, 2017
(Expressed in U.S. Dollars)

Portfolio Investments(a) (b) (c) (d) (e) Par  Cost  Value 
          
NON-CONTROL/NON-AFFILIATE INVESTMENTS - (88.1%)(f)(g):            
             
High Tech Industries            
Masergy, Senior Secured Initial Loan (Second Lien), 10.19% (Libor + 8.50%), maturity 12/16/24 $4,000,000  $3,986,617  $3,989,999 
Sparta, Senior Secured Initial Term Loan (First Lien), 5.69% (Libor + 4.00%), maturity 8/21/24  3,491,250   3,493,682   3,473,793 
Help/Systems, Senior Secured Refinancing Term Loan (First Lien), 6.19% (Libor + 4.50%), maturity 10/8/21  3,473,418   3,469,538   3,473,417 
Syncsort, Senior Secured Initial Term Loan (First Lien), 6.69% (Libor + 5.00%), maturity 8/16/24  3,491,250   3,457,390   3,429,425 
Navicure, Senior Secured Initial Term Loan (First Lien), 5.44% (Libor + 3.75%), maturity 11/1/24  3,000,000   2,985,311   3,011,250 
Infogroup, Senior Secured Term Loan (First Lien), 6.69% (Libor + 5.00%), maturity 4/3/23  2,979,987   2,942,629   2,965,088 
GlobalLogic, Senior Secured Closing Date Term Loan, 6.19% (Libor + 4.50%), maturity 6/20/22  1,985,000   1,968,369   1,989,963 
Idera, Senior Secured Initial Term Loan (First Lien), 6.69% (Libor + 5.00%), maturity 6/28/24  1,682,535   1,684,149   1,678,329 
SciQuest, Senior Secured Term Loan, 5.69% (Libor + 4.00%), maturity 12/28/24  1,500,000   1,492,500   1,492,500 
Flexera Software, Senior Secured Term Loan (Second Lien), 8.69% (Libor + 7.00%), maturity 4/2/21  1,000,000   981,929   997,500 
Intermedia, Senior Secured Initial Term Loan (First Lien), 7.19% (Libor + 5.50%), maturity 2/1/24  995,000   995,000   997,488 
ECi Software Solutions, Senior Secured Initial Term Loan, 5.94% (Libor + 4.25%), maturity 9/27/24  997,500   987,787   990,019 
Compusearch Software Systems, Senior Secured Initial Term Loan, 6.19% (Libor + 4.50%), maturity 5/7/21  989,420   989,420   989,420 
Global Knowledge, Senior Secured Initial Term Loan (Second Lien), 11.94% (Libor + 10.25%), maturity 1/20/22  1,000,000   991,916   977,500 
McAfee, Senior Secured Closing Date USD Term Loan, 6.19% (Libor + 4.50%), maturity 9/30/24  498,750   493,884   497,860 
Masergy, Senior Secured 2017 Replacement Term Loan (First Lien), 5.44% (Libor + 3.75%), maturity 12/15/23  495,000   492,815   493,763 
Endurance Int'l Group, Senior Secured Refinancing Loan, 5.69% (Libor + 4.00%), maturity 2/9/23  473,057   471,912   476,775 
LANDesk, Senior Secured Term Loan (First Lien), 5.94% (Libor + 4.25%), maturity 1/20/24  497,630   491,604   474,615 
             
Healthcare & Pharmaceuticals            
Beaver-Visitec, Senior Secured Closing Date Term Loan (First Lien), 6.69% (Libor + 5.00%), maturity 8/21/23  3,953,731   3,953,731   3,933,962 
Physicans Endoscopy, Senior Secured Initial Term Loan, 6.69% (Libor + 5.00%), maturity 8/18/23  2,965,975   2,939,822   2,936,315 
Young, Senior Secured Initial Term Loan (First Lien), 5.69% (Libor + 4.00%), maturity 11/7/24  2,750,000   2,732,984   2,750,000 
Pathway, Senior Secured Term Loan (First Lien), 5.94% (Libor + 4.25%), maturity 10/10/24  2,176,311   2,161,569   2,159,989 
Eating Recovery Center, Senior Secured Initial Term Loan (First Lien), 6.19% (Libor + 4.50%), maturity 9/23/24  2,153,693   2,129,086   2,137,540 
OB Hospitalist Group, Senior Secured Term Loan (First Lien), 5.94% (Libor + 4.25%), maturity 8/1/24  2,000,000   1,990,432   2,012,500 
Sarnova, Senior Secured Term Loan (First Lien), 6.44% (Libor + 4.75%), maturity 1/28/22  1,965,000   1,950,833   1,965,000 
Upstream Rehabilitation, Senior Secured Term Loan, 5.69% (Libor + 4.00%), maturity 12/15/21  1,936,242   1,904,024   1,936,242 
Radiology Partners, Senior Secured Term Loan, 7.44% (Libor + 5.75%), maturity 12/4/23  1,824,433   1,804,541   1,806,189 
Specialty Care, Senior Secured Initial Term Loan (First Lien), 5.94% (Libor + 4.25%), maturity 9/1/23  1,500,000   1,507,781   1,488,750 
Curo Health Services, Senior Secured Term B Loan (First Lien), 5.69% (Libor + 4.00%), maturity 2/7/22  1,484,770   1,487,960   1,486,255 
CareCentrix, Senior Secured Initial Term Loan, 6.69% (Libor + 5.00%), maturity 7/8/21  1,471,187   1,456,513   1,485,899 
NAPA, Senior Secured Initial Term Loan (First Lien), 6.69% (Libor + 5.00%), maturity 4/19/23  903,118   896,101   894,087 
Dermatologists of Central States, Senior Secured Term Loan, 8.19% (Libor + 6.50%), maturity 4/20/22  862,583   853,203   856,113 
RMP & MedA/Rx, Senior Secured Term Loan, 6.44% (Libor + 4.75%), maturity 3/2/22  490,625   488,507   485,719 
             
Services: Business            
CoAdvantage, Senior Secured Term Loan (First Lien), 6.19% (Libor + 4.50%), maturity 10/1/23  3,985,013   3,970,218   3,955,125 
Sungard Public Sector, Senior Secured Term Loan (Second Lien), 10.19% (Libor + 8.50%), maturity 1/31/25  3,500,000   3,519,114   3,482,500 
Sterling Backcheck, Senior Secured Initial Term Loan (First Lien), 5.19% (Libor + 3.50%), maturity 6/19/24  2,953,587   2,953,587   2,968,860 
Systems Maintenance Services, Senior Secured Initial Term Loan (First Lien), 6.69% (Libor + 5.00%), maturity 10/30/23  2,970,000   2,970,000   2,895,750 
Kellermeyer Bergensons Services, Senior Secured Initial Term Loan (First Lien), 6.69% (Libor + 5.00%), maturity 10/29/21  2,342,823   2,329,977   2,336,966 
ABILITY Network, Senior Secured Initial Term Loan (First Lien), 5.44% (Libor + 3.75%), maturity 12/13/24  2,000,000   1,990,000   2,007,500 
First Advantage, Senior Secured Term Loan (First Lien), 6.94% (Libor + 5.25%), maturity 6/30/22  2,000,000   1,989,326   1,945,000 
General Info Solutions, Senior Secured Initial Term Loan, 6.44% (Libor + 4.75%), maturity 1/26/23  1,215,625   1,204,679   1,206,508 
Service Logic, Senior Secured Initial Term Loan (First Lien), 5.94% (Libor + 4.25%), maturity 7/31/23  1,000,000   995,254   995,000 
Intralinks, Senior Secured Initial Term Loan (First Lien), 5.69% (Libor + 4.00%), maturity 11/14/24  1,000,000   995,052   992,500 
DBi Services, Senior Secured Term B Loan, 6.94% (Libor + 5.25%), maturity 8/1/21  989,985   981,912   987,510 
ACA Compliance Group, Senior Secured Term Loan, 6.44% (Libor + 4.75%), maturity 1/30/21  497,500   493,116   493,769 
Sungard Public Sector, Senior Secured Term Loan, 5.94% (Libor + 4.25%), maturity 2/1/24  248,125   247,024   251,057 
             
Banking, Finance, Insurance & Real Estate            
Integro Insurance Brokers, Senior Secured Initial Term Loan (First Lien), 7.44% (Libor + 5.75%), maturity 10/31/22  2,940,854   2,851,768   2,911,446 
Inst. Shareholder Services, Senior Secured Initial Term Loan (First Lien), 5.44% (Libor + 3.75%), maturity 10/16/24  2,291,667   2,285,541   2,303,125 
American Beacon Advisors, Senior Secured Tranche C Term Loan (Second Lien), 9.19% (Libor + 7.50%), maturity 4/30/23  2,000,000   2,000,000   2,000,000 
AmeriLife Group, Senior Secured Initial Term Loan (First Lien), 6.44% (Libor + 4.75%), maturity 7/10/22  1,945,641   1,926,032   1,923,752 
EPIC Insurance, Senior Secured Initial Term Loan (First Lien), 6.44% (Libor + 4.75%), maturity 9/6/24  1,500,000   1,496,280   1,492,500 
GENEX Services, Senior Secured Initial Term Loan (Second Lien), 9.44% (Libor + 7.75%), maturity 5/30/22  1,271,000   1,216,818   1,266,234 
             
Wholesale            
SRP, Senior Secured Term Loan, 8.19% (Libor + 6.50%), maturity 9/8/23  3,436,401   3,404,984   3,419,219 
PetroChoice, Senior Secured Initial Term Loan (First Lien), 6.69% (Libor + 5.00%), maturity 8/19/22  1,955,000   1,919,234   1,967,219 
Ohio Transmission, Senior Secured Initial Term Loan, 5.94% (Libor + 4.25%), maturity 10/2/21  1,969,545   1,956,406   1,964,622 
Colony Hardware, Senior Secured Initial Term Loan, 7.69% (Libor + 6.00%), maturity 10/23/21  1,963,741   1,948,815   1,949,013 
ABB Optical, Senior Secured Initial Term Loan (First Lien), 6.69% (Libor + 5.00%), maturity 6/15/23  1,484,981   1,479,366   1,490,131 
             
Chemicals, Plastics & Rubber            
Transcendia, Senior Secured 2017 Refinancing Term Loan (First Lien), 5.19% (Libor + 3.50%), maturity 5/30/24  2,992,500   2,992,608   2,992,500 
Universal Fiber Systems, Senior Secured Initial Term Loan (First Lien), 6.44% (Libor + 4.75%), maturity 10/4/21  2,939,995   2,929,297   2,903,245 
Borchers, Senior Secured Term Loan, 6.19% (Libor + 4.50%), maturity 11/1/24  1,989,987   1,983,107   1,985,012 
Zep, Senior Secured Initial Term Loan (First Lien), 5.69% (Libor + 4.00%), maturity 8/12/24  1,496,250   1,489,035   1,485,028 
Houghton International, Senior Secured Term Loan (Second Lien), 10.19% (Libor + 8.50%), maturity 12/21/20  1,000,000   1,000,000   1,005,000 
             
Services: Consumer            
Restaurant Technologies, Senior Secured Term Loan (Second Lien ), 10.44% (Libor + 8.75%), maturity 11/23/23  3,140,309   3,163,677   3,163,861 
A Place For Mom, Senior Secured Term Loan, 5.69% (Libor + 4.00%), maturity 8/10/24  2,219,438   2,215,736   2,213,889 
Smart Start, Senior Secured Initial Term Loan (First Lien), 6.44% (Libor + 4.75%), maturity 2/21/22  1,470,000   1,470,000   1,466,325 
Smart Start, Senior Secured First Incremental Term Loan (First Lien), 6.19% (Libor + 4.50%), maturity 2/21/22  998,484   995,988   997,236 
             
Consumer Goods: Non-durable            
Manna Pro, Senior Secured Term Loan, 7.69% (Libor + 6.00%), maturity 12/8/23  2,916,667   2,864,167   2,872,917 
Badger Sportswear, Senior Secured Initial Term Loan (First Lien), 6.19% (Libor + 4.50%), maturity 9/11/23  1,974,957   1,958,097   1,955,207 
Augusta Sportswear Group, Senior Secured Initial Term Loan, 6.19% (Libor + 4.50%), maturity 10/26/23  1,868,354   1,851,317   1,849,671 

The accompanying notes are an integral part of these financial statements.Notes to Financial Statements

9

Audax Credit BDC Inc.
Schedule of Investments (Continued)
As of December 31, 2017
(Expressed in U.S. Dollars)

Portfolio Investments(a) (b) (c) (d) (e) Par  Cost  Value 
          
NON-CONTROL/NON-AFFILIATE INVESTMENTS(g)(Continued):            
              
Consumer Goods: Durable               
Pelican Products, Senior Secured Term Loan (First Lien), 5.94% (Libor + 4.25%), maturity 4/10/20 $3,977,987  $3,962,506  $3,992,904 
Strategic Partners, Senior Secured Initial Term Loan, 6.19% (Libor + 4.50%), maturity 6/30/23  1,980,038   1,974,869   1,994,888 
             
Capital Equipment               
MW Industries, Senior Secured Initial Term Loan (First Lien), 5.69% (Libor + 4.00%), maturity 9/30/24  2,493,750   2,481,542   2,522,096 
FCX, Senior Secured Eighth Amendment Acquisition Loan, 5.94% (Libor + 4.25%), maturity 8/4/20  997,500   992,710   992,513 
BAS, Senior Secured Initial Term Loan, 5.94% (Libor + 4.25%), maturity 5/21/24  1,000,000   995,111   992,500 
FCX, Senior Secured Seventh Amendment Acquisition Loan, 6.19% (Libor + 4.50%), maturity 8/4/20  987,500   987,500   982,563 
United Flexible, Senior Secured Term Loan, 6.44% (Libor + 4.75%), maturity 2/16/21  477,858   473,970   476,663 
             
Media: Advertising, Printing & Publishing               
Ansira, Senior Secured Initial Term Loan, 8.19% (Libor + 6.50%), maturity 12/20/22  1,868,492   1,850,917   1,854,480 
Northstar, Senior Secured Term Loan, 7.94% (Libor + 6.25%), maturity 6/7/22  1,620,083   1,620,083   1,607,932 
Imagine! Print Solutions, Senior Secured Term B-1 Loan (First Lien), 6.44% (Libor + 4.75%), maturity 6/21/22  1,488,750   1,475,137   1,462,697 
Mspark, Senior Secured Term Loan, 7.19% (Libor + 5.50%), maturity 4/22/21  926,356   919,435   926,356 
              
Hotel, Gaming & Leisure               
TravelCLICK, Senior Secured Term-1 Loan (First Lien), 5.69% (Libor + 4.00%), maturity 5/6/21  2,933,431   2,933,431   2,953,539 
On Location, Senior Secured Second Amendment Incremental Term Loan, 7.19% (Libor + 5.50%), maturity 9/29/21  1,490,625   1,471,992   1,471,992 
Auto Europe, Senior Secured Initial Dollar Term Loan, 6.69% (Libor + 5.00%), maturity 10/21/23  1,407,692   1,395,010   1,404,173 
              
Aerospace & Defense               
StandardAero, Senior Secured Initial Term Loan, 5.44% (Libor + 3.75%), maturity 7/7/22  1,994,898   2,009,478   2,013,191 
MB Aerospace, Senior Secured Initial Term Loan, 7.19% (Libor + 5.50%), maturity 12/15/22  1,962,456   1,946,911   1,952,644 
Tronair, Senior Secured Initial Term Loan (First Lien), 6.44% (Libor + 4.75%), maturity 9/8/23  1,486,237   1,476,682   1,482,522 
              
Beverage, Food & Tobacco            
Lipari, Senior Secured Term Loan A, 6.19% (Libor + 4.50%), maturity 10/1/22  1,982,180   1,968,907   1,962,358 
Kettle Cuisine, Senior Secured Term Loan, 6.69% (Libor + 5.00%), maturity 8/21/21  1,958,093   1,958,093   1,958,093 
Sovos Brands, Senior Secured Initial Term Loan, 6.19% (Libor + 4.50%), maturity 7/18/24  997,500   992,745   990,019 
             
Transportation: Cargo               
Odyssey Logistics & Technology , Senior Secured Initial Term Loan (First Lien), 5.94% (Libor + 4.25%), maturity 10/12/24  3,000,000   2,985,000   2,977,500 
Capstone Logistics, Senior Secured Term Loan (First Lien), 6.19% (Libor + 4.50%), maturity 10/7/21  1,280,194   1,280,506   1,267,392 
              
Construction & Building               
PlayPower, Senior Secured Initial Term Loan (First Lien), 6.44% (Libor + 4.75%), maturity 6/23/21  1,969,697   1,954,979   1,979,545 
PlayPower, Senior Secured Initial Term Loan (Second Lien), 10.44% (Libor + 8.75%), maturity 6/23/22  1,000,000   992,705   997,500 
PlayCore, Senior Secured Initial Term Loan (First Lien), 5.44% (Libor + 3.75%), maturity 9/30/24  878,750   876,316   872,159 
             
Media: Broadcasting & Subscription               
Encompass, Senior Secured Tranche B Term Loan (Second Lien), 9.44% (Libor + 7.75%), maturity 6/6/22  1,500,000   1,480,811   1,485,000 
Encompass, Senior Secured Tranche B Term Loan (First Lien), 6.19% (Libor + 4.50%), maturity 6/6/21  974,748   974,748   965,000 
             
Forest Products & Paper               
Hoffmaster Group, Senior Secured Initial Term Loan (First Lien), 6.19% (Libor + 4.50%), maturity 11/21/23  1,980,000   1,962,639   1,998,977 
             
Automotive            
Truck Hero, Senior Secured Initial Term Loan (Second Lien), 9.94% (Libor + 8.25%), maturity 4/21/25  1,800,000   1,798,099   1,786,500 
             
Utilities: Electric               
CLEAResult, Senior Secured Initial Term Loan, 7.19% (Libor + 5.50%), maturity 8/31/23  1,390,987   1,378,314   1,390,987 
             
Media: Diversified & Production               
Vubiquity, Senior Secured Initial Term Loan, 7.19% (Libor + 5.50%), maturity 8/12/21  980,000   973,568   970,200 
             
Containers, Packaging & Glass               
Tapp Label Company, Senior Secured Term Loan, 7.19% (Libor + 5.50%), maturity 7/6/20  463,487   462,519   324,441 
Alpha Packaging, Senior Secured Tranche B-1 Term Loan, 5.94% (Libor + 4.25%), maturity 5/12/20  498,392   497,269   498,392 
             
Total Portfolio Investments(h)     $184,175,573  $184,336,177 

(a)All companies are located in the United States of America.
(b)Interest rate percentages represent actual interest rates which are indexed from then 30-day London Interbank Offered Rate ("LIBOR") unless otherwise noted. LIBOR rates are subject to interest rate floors which can vary based on the contractual agreement with the borrower. Due dates represent the contractual maturity date.
(c)All loans are income-producing, unless otherwise noted.
(d)All investments are qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act") unless otherwise noted.
(e)All loans are restricted, unless otherwise noted.
(f)Percentages are calculated using fair value of investments over net assets.
(g)As defined in 1940 Act, the Company is not deemed to be an “Affiliated Person” of or “Control” this portfolio company because it neither owns 5% or more of the portfolio company’s outstanding voting securities nor has the power to exercise control over the management or policies of such portfolio company (including through a management agreement).
(h)At December 31, 2017, the cost of investments for income tax purposes was $184,175,573 the gross unrealized appreciation for federal tax purposes was $745,404, the gross unrealized depreciation for federal income tax purposes was $584,800, and the net unrealized appreciation was $160,604.

September 30, 2019

The accompanying notes are an integral part of these financial statements.(unaudited)

10

Audax Credit BDC Inc.
Notes to Financial Statements
September 30, 2018
(unaudited)

 

Note 1. Organization

 

Audax Credit BDC Inc. (the “Company”) is a Delaware corporation that was formed on January 29, 2015. The Company is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, effective with the Company’s taxable year ended December 31, 2015, the Company has elected to be treated for federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

 

The Company commenced business operations on July 8, 2015, the date on which the Company made its first investment. The Company has been formed for the purpose of investing primarily in the debt of leveraged, non-investment grade middle market companies, with the principal objective of generating income and capital appreciation. The Company’s investment strategy is to invest primarily in first lien senior secured loans and selectively in second lien loans to middle market companies. During the period prior to July 8, 2015, the Company was a development stage company, as defined in Paragraph 915-10-05,Development Stage Entity, of the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Codification, as amended (“ASC”). During this time, the Company was devoting substantially all of its efforts to establishing its business and its planned principal operations had not commenced. All losses incurred during the period prior to July 8, 2015 have been considered a part of the Company’s development stage activities.

 

Audax Management Company (NY), LLC (the “Adviser”) is the investment adviser of the Company. The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended.

 

Note 2. Significant Accounting Policies

 

Basis of Presentation

As an investment company, the accompanying financial statements of the Company are prepared in accordance with the investment company accounting and reporting guidance of ASC Topic 946, “Financial Services – Investment Companies,” as amended (“ASC Topic 946”), which incorporates the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X, as well as generally accepted accounting principles generally accepted in the United States of America (“GAAP”).

 

Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management of the Company, the unaudited financial results included herein contain all adjustments, consisting solely of normal accruals, considered necessary for the fair presentation of financial statements for the interim period included herein. The current period’s results of operations are not necessarily indicative of the operating results to be expected for future periods. The accounting records of the Company are maintained in U.S. dollars.

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that may affect the reported amounts and disclosures in the financial statements. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ, and these differences could be material.

 

1113

 

Cash and Cash Equivalents

Cash and cash equivalents are stated at fair value. The Company considers all highly liquid investments purchased with maturities of three months or less and money market mutual funds to be cash equivalents. No cash equivalent balances were held at September 30, 20182019 and December 31, 2017.2018. At such dates, cash was not subject to any restrictions on withdrawal.

 

Offering Expenses

The Company incurred offering costs of $145,358 in prior periods. The Company’s offering costs included legal fees and other costs pertaining to the preparation of the Company’s registration statement on Form 10 (the “Registration Statement”) and sale of the Company’s shares of common stock. The Company capitalized these expenses and amortized them on a straight-line basis over a twelve-month period. The Company did not amortize offering costs during the three and nine months ended September 30, 2018 or 2017.

Expenses

The Company is responsible for investment expenses, legal expenses, auditing fees and other expenses related to the Company’s operations. Such fees and expenses, including expenses initially incurred by the Adviser, may be reimbursed by the Company.

 

Investment Valuation Policy

The Company conducts the valuation of the Company’s investments, pursuant to which the Company’s net asset value is determined, at all times consistent with GAAP and the 1940 Act. The Company’s Board of Directors, with the assistance of the Audit Committee, determines the fair value of the Company’s investments, for investments with a public market and for investments with no readily available public market, on at least a quarterly basis, in accordance with the terms of ASC Topic 820, “Fair Value Measurement and Disclosures,” (“ASC 820”). The Company’s valuation procedures are set forth in more detail below.

 

ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same – to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

 

ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

 

The three-level hierarchy for fair value measurement is defined as follows:

 

Level 1— Inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company does not adjust the quoted price for these instruments, even in situations where the Company holds a large position, and a sale could reasonably be expected to impact the quoted price.

12

Level 2— Inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

 

Level 3— Inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

14

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

 

Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or dealers’ quotes, or counterparty marks in order to value liquid assets that are not traded in active markets.

 

Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.

 

Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Company’s Board of Directors, does not represent fair value, are each valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data are available. These valuation techniques vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. The process used to determine the applicable value is as follows: (i) each portfolio company or investment is initially valued by the investment professionals of the Adviser responsible for the portfolio investment using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs; (ii) preliminary valuation conclusions are documented and discussed with the Company’s senior management and members of the Company’s Adviser’s valuation team; (iii) the Company’s Audit Committee reviews the assessments of the Adviser and provides the Company’s Board of Directors with recommendations with respect to the fair value of the investments in the Company’s portfolio; and (iv) the Company’s Board of Directors discusses the valuation recommendations of the Company’s Audit Committee and determines the fair value of the investments in the Company’s portfolio in good faith based on the input of the Adviser and in accordance with the Company’s valuation policy.

 

13

The Company’s Audit Committee’s recommendation of fair value is generally based on its assessment of the following factors, as relevant:

 

·the nature and realizable value of any collateral;

 

·call features, put features and other relevant terms of debt;

 

·the portfolio company’s ability to make payments;

 

·the portfolio company’s actual and expected earnings and discounted cash flow;

 

·prevailing interest rates for like securities and expected volatility in future interest rates;

 

·the markets in which the portfolio company does business and recent economic and/or market events; and

 

·comparisons to publicly traded securities.

15

 

Investment performance data utilized are the most recently available as of the measurement date, which in many cases may reflect up to a one quarter lag in information.

 

Securities for which market quotations are not readily available or for which a pricing source is not sufficient may include the following:

 

·private placements and restricted securities that do not have an active trading market;

 

·securities whose trading has been suspended or for which market quotes are no longer available;

 

·debt securities that have recently gone into default and for which there is no current market;

 

·securities whose prices are stale; and

 

·securities affected by significant events.

 

The Company’s Board of Directors is responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.

 

Determination of fair value involves subjective judgments and estimates. Accordingly, these notes to the

Company’s financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the Company’s financial statements.

 

Security transactions are recorded on the trade date (date(the date the order to buy or sell is executed or, in the case of privately issued securities, the closing date, which is when all terms of the transactions have been defined).

Realized gains and losses on investments are determined based on the identified cost method.

 

Refer to Note 3 —Investments in the notes accompanying the financial statements for additional information regarding fair value measurements and the Company’s application of ASC 820.

 

Interest Income Recognition

Interest income, adjusted for amortization of premium, acquisition costs, and amendment fees and the accretion of original issue discount (“OID”), isare recorded on an accrual basis to the extent that such amounts are expected to be collected. Generally, when a loan becomes 120 days or more past due, or if the Company’s qualitative assessment indicates that the debtor is unable to service its debt or other obligations, the Company will place the loan on non-accrual status and cease recognizing interest income on that loan for financial reporting purposes until the borrower has demonstrated the ability and intent to pay contractual amounts due. However, the Company will remain contractually entitled to this interest. Interest payments received on non-accrual loans are restored to accrual status when past due principal and interest are paid and, in management’s judgment, are likely to remain current or, due to a restructuring, the interest income is deemed to be collectible.

14

 

The Company currently holds loans in the portfolio that contain OID and expects to hold loans in the future that contain payment-in-kind (“PIK”) provisions. The Company recognizes OID for loans originally issued at a discount and recognizes the income over the life of the obligation based on an effective yield calculation. PIK interest, computed at the contractual rate specified in a loan agreement, is added to the principal balance of a loan and recorded as income over the life of the obligation. Therefore, the actual collection of PIK income may be deferred until the time of debt principal repayment. To maintain the ability to be taxed as a RIC, the Company may need to pay out of both OID and PIK non-cash income amounts in the form of distributions, even though the Company has not yet collected the cash on either.

 

16

As of September 30, 2018,2019, the Company held 115154 investments in loans with OID. The Company accrued OID income of $29,477$64,494 and $199,813 for the three and nine months ended September 30, 2019, respectively. The unamortized balance of OID on debt investments as of September 30, 2019, totaled $1,620,239. As of December 31, 2018, the Company held 130 investments in loans with OID. The Company accrued OID income of $29,447 and $106,120 for the three and nine months ended September 30, 2018, respectively. The unamortized balance of OID investments as of December 31, 2018, totaled $1,038,045.

As of September 30, 2019, the Company held one investment which had a PIK interest component. The Company recorded $32,822 of PIK interest income for three and nine months ended September 30, 2019. The Company did not hold any investments as of September 30, 2018 totaled $681,863. As of December 31, 2017, the Company held 89 investments in loans with OID. The unamortized balance of OID investments as of December 31, 2017, totaled $1,028,002.which had a PIK interest component. The Company accrued OIDdid not record any PIK interest income of $46,250 and $179,181 for the three and nine months ended September 30, 2017, respectively.2018.

 

As of September 30, 20182019 and December 31, 2017,2018, the Company held $20,276,822$11,393,113 and $29,721,559$17,715,145 cash and cash equivalents, respectively. For the three and nine months ended September 30, 2019, the Company earned $28,722 and $122,237, respectively, of interest income related to cash, which is included in other interest income within the accompanying statement of operations. For the three and nine months ended September 30, 2018, the Company earned $32,938 and $101,045, respectively, of interest income related to cash, which is included in other interest income within the accompanying statement of operations. For the three and nine months ended September 30, 2017, the Company earned $35,903 and $92,533, respectively, of interest income related to cash, which is included in other interest income within the accompanying statement of operations.

 

Other Income Recognition

The Company generally records prepayment fees upon receipt of cash or as soon as the Company becomes aware of the prepayment.

 

Dividend income on equity investments is accrued to the extent that such amounts are expected to be collected and if the Company has the option to collect such amounts in cash.

 

Prepayment fees and dividend income are both accrued in other income in the accompanying statements of operations.

 

For the three and nine months ended September 30, 2019, the Company accrued $5,214 and $38,364 of other income, respectively, related to amendment and documentation fees. For the three and nine months ended September 30, 2018, the Company accrued $26,985 and $75,547 of other income, respectively, related to amendment fees. For the three and nine months ended September 30, 2017, the Company accrued $36,146 and $97,608 of other income, respectively, related to amendment fees.

New Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606).” The guidance in this ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016 and interim periods therein. The Company has determined that this standard will not have a material impact on the financial statements, primarily because the majority of the Company’s revenue is accounted for under FASB ASC Topic 320, “Investments – Debt and Equity Securities”, which is scoped out of this standard.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13") which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, management has elected to early adopt ASU 2018-13 effective with the current reporting period.

15

In August 2018, the Securities and Exchange Commission ("SEC") released its Final Rule on Disclosure Update And Simplification (the "Final Rule") which is intended to simplify an issuer's disclosure compliance efforts by removing redundant or outdated disclosure requirements. Effective with the current reporting period, the Company adopted the Final Rule with the most notable impacts being that the Company is no longer required to present the components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributions to stockholders on the Statements of Changes in Net Assets.

 

Note 3. Investments

 

Fair Value

 

In accordance with ASC 820, the Company’s investments’ fair value is determined to be the price that would be received for an investment in a current sale, assuming an orderly transaction between willing market participants on the measurement date. This fair value definition focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. ASC 820 also establishes the three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of a financial instrument as of the measurement date as described in Note–2 –Significant Accounting Policies.

 

As of September 30, 2018, $131,140,3362019, $198,606,866 of the Company’s investments were valued using unobservable inputs, and $108,129,893$124,450,681 were valued using observable inputs. During the nine months ended September 30, 2019, $61,185,683 and $20,300,196 of investments transferred into and out of Level 3, respectively.

17

As of December 31, 2018, $142,020,074 of the Company’s investments were valued using unobservable inputs, and $122,642,807 were valued using observable inputs. During the nine months ended September 30, 2018, $42,655,009 and $15,924,734 of investments transferred into and out of Level 3, respectively.

 

As of December 31, 2017, $80,094,421 of the Company’s investments were valued using unobservable inputs, and $104,241,756 were valued using observable inputs. During the nine months ended September 30, 2017, $21,056,634 and $12,902,470 of investments transferred into and out of Level 3, respectively.

The following tables present the Company’s investments carried at fair value as of September 30, 20182019 and December 31, 2017,2018, by caption on the Company’s accompanying statements of assets and liabilities and by security type.

  Assets at Fair Value as of September 30, 2018 
  Level 1  Level 2  Level 3  Total 
First lien debt $-  $98,218,084  $119,441,157  $217,659,241 
Second lien debt      9,911,809   11,699,179   21,610,988 
Total $-  $108,129,893  $131,140,336  $239,270,229 

 

  Assets at Fair Value as of December 31, 2017 
  Level 1  Level 2  Level 3  Total 
First lien debt $-  $98,806,661  $64,377,922  $163,184,583 
Second lien debt      5,435,095   15,716,499   21,151,594 
Total $-  $104,241,756  $80,094,421  $184,336,177 

  Assets at Fair Value as of September 30, 2019 
  Level 1  Level 2  Level 3  Total 
First lien debt $-  $122,346,835  $180,890,814  $303,237,649 
Second lien debt  -   1,783,800   17,315,785   19,099,585 
Equity and Preferred Shares  -   320,046   400,267   720,313 
Total $-  $124,450,681  $198,606,866  $323,057,547 

  Assets at Fair Value as of December 31, 2018 
  Level 1  Level 2  Level 3  Total 
First lien debt $       -  $118,541,537  $124,975,467  $243,517,004 
Second lien debt      4,101,270   17,044,607   21,145,877 
Total $-  $122,642,807  $142,020,074  $264,662,881 

 

In accordance with ASC 820, the following table provides quantitative information about the Level 3 fair value measurements of the Company’s investments as of September 30, 2018.2019. The weighted average calculations in the table below are based on the fair value balances for all debt related calculations for the particular input.

 

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  Fair  Valuation Unobservable   Weighted
  Value  Technique Inputs(1) Range(2) Average(3)
            
First lien debt $116,935,782  Matrix Pricing Senior Leverage 2.36x - 10.30x 4.84x
        Total Leverage 2.91x - 10.30x 5.95x
        Interest Coverage 1.07x - 3.93x 2.21x
        Debt Service Coverage 0.65x - 3.19x 1.79x
        TEV Coverage 1.20x - 4.16x 2.48x
        Liquidity 33.24% - 847.35% 129.55%
        Spread Comparison 300bps - 650bps 453bps
             
   2,505,375  Market Analysis Senior Leverage 7.81x 7.81x
        Total Leverage 10.38x 10.38x
        Interest Coverage 1.10x 1.10x
        Debt Service Coverage 1.00x 1.00x
        TEV Coverage 1.15x 1.15x
        Liquidity 107.55% 107.55%
        Spread Comparison 500bps 500bps
             
Second lien debt  11,699,179  Matrix Pricing Senior Leverage 4.40x - 6.74x 5.79x
        Total Leverage 4.40x - 6.74x 5.79x
        Interest Coverage 1.42x - 3.36x 2.21x
        Debt Service Coverage 1.01x - 2.99x 1.80x
        TEV Coverage 1.44x - 2.48x 1.98x
        Liquidity 18.96% - 254.50% 131.62%
        Spread Comparison 700bps - 1025bps 796bps
             
Total $131,140,336         

   Fair  Valuation Unobservable      Weighted 
   Value  Technique   Inputs(1)    Range(2)     Average(3) 
                 
First lien debt $177,921,808   Matrix Pricing  Senior Leverage  2.75x - 7.11x   4.88x
         Total Leverage  3.27x - 9.43x   5.97x
         Interest Coverage  1.15x - 4.56x   2.17x
         Debt Service Coverage  0.94x - 3.67x   1.81x
         TEV Coverage  1.24x - 4.65x   2.35x
         Liquidity  24.13% - 788.54%   141.48%
         Spread Comparison  275bps - 650bps   425bps
                 
   2,969,006   Market Analysis  Senior Leverage  6.10x - 7.72x   7.04x
         Total Leverage  7.45x - 10.20x   9.05x
         Interest Coverage  1.09x - 1.40x   1.22x
         Debt Service Coverage  0.94x - 1.26x   1.07x
         TEV Coverage  1.02x - 1.07x   1.04x
         Liquidity  86.71% - 146.19%   121.29%
         Spread Comparison  400bps - 475bps   431bps
                 
Second lien debt  16,106,054   Matrix Pricing  Senior Leverage  4.45x - 6.11x   5.67x
         Total Leverage  4.45x - 6.25x   5.67x
         Interest Coverage  1.61x - 3.33x   2.19x
         Debt Service Coverage  1.42x - 2.97x   1.93x
         TEV Coverage  1.47x - 2.41x   1.91x
         Liquidity  27.60% - 287.69%   133.57%
         Spread Comparison  675bps - 1025bps   765bps
                 
   1,209,731   Market Analysis  Senior Leverage  12.53x  12.53x
         Total Leverage  17.66x  17.66x
         Interest Coverage  3.86x  3.86x
         Debt Service Coverage  1.30x  1.30x
         TEV Coverage  0.61x  0.61x
         Liquidity  73.70%  73.70%
         Spread Comparison  800bps  800bps
                 
Total $198,206,599             

 

(1)(1)For any portfolio company, the unobservable input "Liquidity" is a fraction, expressed as a percentage, the numerator of which is the sum of the company's undrawn revolving credit facility capacity plus cash, and the denominator of which is the total amount that may be borrowed under the company's revolving credit facility.  The unobservable input "Spread Comparison" is a comparison of the spread over LIBOR for each investment to the spread over LIBOR for general leveraged loan transactions.

(2)Each range represents the variance of outputs from calculating each statistic for each portfolio company within a specific credit seniority.  The range may be a single data point when there is only one company represented in a specific credit seniority.

(3)Inputs are weighted based on the fair value of the investments included in the range.

The table above does not include $400,267 of equity and preferred shares which management values using other unobservable inputs, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA multiples, as well as other qualitative information, including company specific information.

 

In accordance with ASC 820, the following table provides quantitative information about the Level 3 fair value measurements of the Company’s investments as of December 31, 2017.2018. The weighted average calculations in the table below are based on the fair value balances for all debt related calculations for the particular input.

 

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  Fair  Valuation Unobservable   Weighted
  Value  Technique Inputs(1) Range(2) Average(3)
            
First lien debt $64,053,481  Matrix Pricing Senior Leverage 1.87x - 6.08x 4.55x
        Total Leverage 2.86x - 8.32x 5.72x
        Interest Coverage 1.38x - 3.91x 2.27x
        Debt Service Coverage 1.15x - 2.72x 1.70x
        TEV Coverage 1.44x - 4.88x 2.48x
        Liquidity 50.39% - 280.44% 120.80%
        Spread Comparison 375bps - 650bps 473bps
             
   324,441  Market Analysis Senior Leverage (55.65)x (55.65)x
        Total Leverage (130.28)x (130.28)x
        Interest Coverage (0.37)x (0.37)x
        Debt Service Coverage (0.27)x (0.27)x
        TEV Coverage (0.09)x (0.09)x
        Liquidity 52.10% 52.10%
        Spread Comparison 550bps 550bps
             
Second lien debt  15,716,499  Matrix Pricing Senior Leverage 4.65x - 6.61x 5.93x
        Total Leverage 4.65x - 6.61x 5.92x
        Interest Coverage 1.51x - 3.97x 2.24x
        Debt Service Coverage 1.14x - 3.42x 1.84x
        TEV Coverage 1.33x - 2.15x 1.79x
        Liquidity 32.50% - 222.30% 125.66%
        Spread Comparison 700bps - 1025bps 830bps
             
Total $80,094,421         

  Fair  Valuation Unobservable   Weighted 
  Value  Technique Inputs(1) Range(2) Average(3) 
First lien debt $120,756,091  Matrix Pricing  Senior Leverage 1.98x - 6.39x  4.67x
         Total Leverage 2.48x - 8.79x  5.97x
         Interest Coverage 1.21x - 4.33x  2.12x
         Debt Service Coverage 1.04x - 2.82x  1.73x
         TEV Coverage 1.31x - 4.84x  2.45x
         Liquidity 8.64% - 608.88%  142.62%
         Spread Comparison 275bps - 650bps  427bps
               
   4,219,376   Market Analysis  Senior Leverage 5.05x - 8.14x  6.88x
         Total Leverage 5.76x - 10.80x  8.74x
         Interest Coverage 0.95x - 2.17x  1.45x
         Debt Service Coverage 0.87x - 1.78x  1.24x
         TEV Coverage 1.11x - 2.04x  1.49x
         Liquidity 63.01% - 89.50%  78.70%
         Spread Comparison 500bps - 525bps  510bps
               
Second lien debt  17,044,607   Matrix Pricing  Senior Leverage 4.25x - 7.05x  6.05x
         Total Leverage 4.25x - 7.05x  6.05x
         Interest Coverage 1.42x - 3.48x  2.07x
         Debt Service Coverage 1.01x - 3.10x  1.75x
         TEV Coverage 1.28x - 2.17x  1.65x
         Liquidity 18.96% - 283.00%  136.11%
         Spread Comparison 675bps - 1025bps  783bps
               
Total $142,020,074           

 

(1)(1)For any portfolio company, the unobservable input "Liquidity" is a fraction, expressed as a percentage, the numerator of which is the sum of the company's undrawn revolving credit facility capacity plus cash, and the denominator of which is the total amount that may be borrowed under the company's revolving credit facility.  The unobservable input "Spread Comparison" is a comparison of the spread over LIBOR for each investment to the spread over LIBOR for general leveraged loan transactions.

(2)Each range represents the variance of outputs from calculating each statistic for each portfolio company within a specific credit seniority.  The range may be a single data point when there is only one company represented in a specific credit seniority.

(3)Inputs are weighted based on the fair value of the investments included in the range.

 

Fair value measurements can be sensitive to changes in one or more of the valuation inputs. Changes in market yields, discounts rates, leverage, earnings before interest, taxes, depreciation and amortization (“EBITDA”)EBITDA or EBITDA multiples (or revenue or revenue multiples), each in isolation, may change the fair value of certain of the Company’s investments. Generally, an increase or decrease in market yields, discount rates or leverage or a decrease in EBITDA or EBITDA multiples (or revenue or revenue multiples) may result in a corresponding decrease or increase, respectively, in the fair value of certain of the Company’s investments.

 

The following tables provide the changes in fair value, broken out by security type, during the nine months ended September 30, 20182019 and 20172018 for all investments for which the Company determines fair value using unobservable (Level 3) factors.

 

1820

 

 

Nine Months Ended September 30, 2019 First lien debt  Second lien
debt		  Equity and
Preferred
Shares		  Total 
Fair Value as of December 31, 2018 $124,975,467  $17,044,607  $-  $142,020,074 
Transfers into Level 3  59,681,933   1,503,750   -   61,185,683 
Transfers out of Level 3  (18,817,071)  (1,483,125)  -   (20,300,196)
Total gains:                
Net realized gain(a)   99,771   5,476   -   105,247 
Net unrealized (depreciation) appreciation(b)  (267,439)  44,955   (400,268)  (622,752)
New investments, repayments and settlements:(c)                
Purchases   41,582,955   2,192,231   800,535   44,575,721 
Settlements/repayments  (26,036,040)  (2,000,000)  -   (28,036,040)
Net amortization of premiums, PIK, discounts and fees  170,738   7,891   -   178,629 
Sales  (499,500)  -   -   (499,500)
Fair Value as of September 30, 2019 $180,890,814  $17,315,785  $400,267  $198,606,866 

(a)Included in net realized gain on the accompanyingStatement of Operations for the nine months ended September 30, 2019.
(b)Included in net change in unrealized depreciation on the accompanyingStatement of Operations for the nine months ended September 30, 2019.
(c) Includes increases in the cost basis of investments resulting from portfolio investments, the amortization of discounts, and PIK, as well as decreases in the costs basis of investments resulting from principal repayments or sales, the amortization of premiums and acquisition costs and other cost-basis adjustments.

Nine Months Ended September 30, 2018 First lien debt  Second lien
debt		  Total 
Fair Value as of December 31, 2017 $64,377,922  $15,716,499  $80,094,421 
Transfers into Level 3  41,650,009   1,005,000   42,655,009 
Transfers out of Level 3  (14,138,234)  (1,786,500)  (15,924,734)
Total gains:            
Net realized gain(a)   36,410   52,824   89,234 
Net unrealized depreciation(b)  (668,474)  (41,744)  (710,218)
New investments, repayments and settlements:(c)            
Purchases   38,535,700   3,354,000   41,889,700 
Settlements/repayments  (9,540,558)  (6,606,429)  (16,146,987)
Net amortization of premiums, discounts and fees  82,469   5,529   87,998 
Sales  (894,087)  -   (894,087)
Fair Value as of September 30, 2018 $119,441,157  $11,699,179  $131,140,336 

(a)Included in net realized gain on the accompanyingStatement of Operations for the nine months ended September 30, 2018.

(b)Included in net change in unrealized depreciation on the accompanyingStatement of Operations for the nine months ended September 30, 2018.

(c)Includes increases in the cost basis of investments resulting from portfolio investments, the amortization of discounts, and PIK, as well as decreases in the costs basis of investments resulting from principal repayments or sales, the amortization of premiums and acquisition costs and other cost-basis adjustments.

Nine Months Ended September 30, 2017 First lien debt  Second lien
debt		  Total 
Fair Value as of December 31, 2016 $83,470,626  $9,705,218  $93,175,844 
Transfers into Level 3  18,086,634   2,970,000   21,056,634 
Transfers out of Level 3  (11,907,470)  (995,000)  (12,902,470)
Total gains:            
Net realized gain(a)  445,302   (55,270)  390,032 
Net unrealized depreciation(b)  (571,068)  (80,556)  (651,624)
New investments, repayments and settlements:(c)            
Purchases  22,998,713   9,393,000   32,391,713 
Settlements/repayments  (32,658,286)  (3,000,000)  (35,658,286)
Net amortization of premiums, discounts and fees  122,980   15,809   138,789 
Fair Value as of September 30, 2017 $79,987,431  $17,953,201  $97,940,632 

(a)Included in net realized gain on the accompanyingStatement of Operations for the nine months ended September 30, 2017.

(b)Included in net change in unrealized depreciation on the accompanyingStatement of Operations for the nine months ended September 30, 2017.

(c)Includes increases in the cost basis of investments resulting from portfolio investments, the amortization of discounts, and PIK, as well as decreases in the costs basis of investments resulting from principal repayments or sales, the amortization of premiums and acquisition costs and other cost-basis adjustments.

19

 

The change in unrealized value attributable to investments still held at September 30, 2019 and 2018 were $(949,494) and 2017 $(868,824) and $(435,779), respectively.

21

 

Investment Activities

The Company held a total of 168 investments with an aggregate fair value of $323,057,547 as of September 30, 2019. During the nine months ended September 30, 2019, the Company invested in 54 new investments for a combined $90,412,665 and in existing investments for a combined $20,244,318. The Company also received $46,240,554 in repayments from investments and $5,017,964 from investments sold during the nine months ended September 30, 2019.

 

The Company held a total of 128144 syndicated investments with an aggregate fair value of $239,270,229$264,662,881 as of September 30,December 31, 2018. During the nine months ended September 30, 2018, the Company invested in 60 new syndicated investments for a combined $94,368,626 and in existing investments for a combined $15,112,788. The Company also received $52,782,500 in repayments from investments and $1,390,962 from investments sold during the nine months.

The Company held a total of 102 syndicated investments with an aggregate fair value of $184,336,177 as of December 31, 2017. During the nine months ended September 30, 2017, the Company invested in 42 new syndicated investments for a combined $70,731,883 and in existing investments for a combined $9,107,853. The Company also received $61,357,297 in repayments from investments during the period.

Investment Concentrations

 

As of September 30, 2018,2019, the Company’s investment portfolio consisted of investments in 122154 companies located in 3033 states across 2022 different industries, with an aggregate fair value of $239,270,229.$323,057,547. The five largest investments at fair value as of September 30, 20182019 totaled $18,992,674,$23,134,713, or 7.94%7.16% of the Company’s total investment portfolio as of such date. As of September 30, 2018,2019, the Company’s average investment was $1,874,898$1,935,441 at cost.

 

As of December 31, 2017,2018, the Company’s investment portfolio consisted of investments in 96135 companies located in 2834 states across 2220 different industries, with an aggregate fair value of $184,336,177.$264,662,881. The five largest investments at fair value as of December 31, 20172018 totaled $19,354,490,$19,719,053, or 10.50%7.45% of the Company’s total investment portfolio as of such date. As of December 31, 2017,2018, the Company’s average investment by obligor was $1,918,496$1,927,447 at cost.

 

  September 30, 2018  December 31, 2017 
  Cost  Percentage of
Total
Investments		  Fair Value  Percentage of
Total
Investments		  Cost  Percentage
of Total
Investments		  Fair Value  Percentage
of Total
Investments		 
First lien debt $218,306,111   90.97% $217,659,241   90.97% $163,043,887   88.53% $163,184,583   88.53%
Second lien debt  21,680,847   9.03%  21,610,988   9.03%  21,131,686   11.47%  21,151,594   11.47%
Total Investments $239,986,958   100.00% $239,270,229   100.00% $184,175,573   100.00% $184,336,177   100.00%

The following table outlines the Company’s investments by security type as of September 30, 2019 and December 31, 2018:

 

  September 30, 2019  December 31, 2018 
  Cost  Percentage of
Total
Investments		  Fair Value  Percentage of
Total
Investments		  Cost  Percentage
of Total
Investments		  Fair Value  Percentage
of Total
Investments		 
First lien debt $304,702,138   93.71% $303,237,649   93.86% $245,071,304   92.04% $243,517,004   92.01%
Second lien debt  19,331,406   5.95%  19,099,585   5.92%  21,208,995   7.96%  21,145,877   7.99%
Total Debt Investments  324,033,544   99.66%  322,337,234   99.78%  266,280,299   100.00%  264,662,881   100.00%
Equity and Preferred Shares  1,120,581   0.34%  720,313   0.22%  -   0.00%  -   0.00%
Total Equity Investments  1,120,581   0.34%  720,313   0.22%  -   0.00%  -   0.00%
Total Investments $325,154,125   100.00% $323,057,547   100.00% $266,280,299   100.00% $264,662,881   100.00%

2022

 

 

Investments at fair value consisted of the following industry classifications as of September 30, 20182019 and December 31, 2017:2018:

 

  September 30, 2018  December 31, 2017 
Industry Fair Value  Percentage of
Total Investments		  Fair Value  Percentage of
Total Investments		 
Healthcare & Pharmaceuticals $45,359,175   18.96% $28,334,560   15.37%
High Tech Industries  43,472,795   18.17   32,398,704   17.58 
Services: Business  27,563,892   11.52   24,518,045   13.30 
Chemicals, Plastics & Rubber  17,867,670   7.47   10,370,785   5.63 
Services: Consumer  14,255,101   5.96   7,841,311   4.25 
Wholesale  14,181,134   5.93   10,790,204   5.85 
Banking, Finance, Insurance & Real Estate  12,713,691   5.31   11,897,057   6.45 
Consumer Goods: Non-durable  7,009,768   2.93   6,677,795   3.62 
Transportation: Cargo  7,006,040   2.93   4,244,892   2.30 
Capital Equipment  6,405,166   2.68   5,966,335   3.24 
Containers, Packaging & Glass  5,693,353   2.38   822,833   0.46 
Media: Advertising, Printing & Publishing  5,672,383   2.37   5,851,465   3.17 
Hotel, Gaming & Leisure  5,595,518   2.34   5,829,704   3.16 
Automotive  5,260,217   2.20   1,786,500   0.97 
Aerospace & Defense  4,934,256   2.06   5,448,357   2.96 
Construction & Building  4,932,534   2.06   3,849,204   2.09 
Beverage, Food & Tobacco  4,910,183   2.05   4,910,470   2.66 
Consumer Goods: Durable  2,461,468   1.03   5,987,792   3.25 
Retail  1,991,682   0.83   -   - 
Forest Products & Paper  1,984,203   0.82   1,998,977   1.08 
Media: Broadcasting & Subscription  -   -   2,450,000   1.33 
Utilities: Electric  -   -   1,390,987   0.75 
Media: Diversified & Production  -   -   970,200   0.53 
  $239,270,229   100.00% $184,336,177   100.00%

  September 30, 2019  December 31, 2018 
     Percentage of     Percentage of 
Industry Fair Value  Total Investments  Fair Value  Total Investments 
Healthcare & Pharmaceuticals $77,982,471   24.14% $47,520,070   17.95%
High Tech Industries  57,935,417   17.93   45,031,546   17.01 
Services: Business  43,807,979   13.56   36,858,954   13.93 
Services: Consumer  25,325,396   7.84   15,942,194   6.02 
Chemicals, Plastics & Rubber  24,196,630   7.49   27,716,784   10.47 
Banking, Finance, Insurance & Real Estate  11,547,582   3.57   12,125,388   4.58 
Aerospace & Defense  8,946,601   2.77   5,910,069   2.23 
Consumer Goods: Non-durable  8,473,659   2.62   7,914,631   2.99 
Containers, Packaging & Glass  8,263,436   2.56   5,586,643   2.11 
Transportation: Cargo  8,021,960   2.48   9,133,648   3.45 
Wholesale  7,218,603   2.23   8,518,879   3.22 
Capital Equipment  6,751,120   2.09   7,256,899   2.74 
Construction & Building  6,370,540   1.97   6,410,816   2.42 
Automotive  6,319,238   1.96   6,221,047   2.35 
Media: Advertising, Printing & Publishing  5,365,347   1.66   5,615,196   2.12 
Forest Products & Paper  4,412,811   1.37   2,947,992   1.12 
Beverage, Food & Tobacco  3,930,313   1.22   5,909,736   2.23 
Hotel, Gaming & Leisure  3,070,174   0.95   3,204,041   1.21 
Consumer Goods: Durable  2,315,304   0.72   2,344,598   0.90 
Retail  1,319,466   0.41   2,493,750   0.95 
Metals & Mining  987,604   0.31   -   - 
Health Care Equipment & Services  495,896   0.15   -   - 
  $323,057,547   100.00% $264,662,881   100.00%

 

Investments at fair value were included in the following geographic regions of the United States as of September 30, 20182019 and December 31, 2017:2018:

 

  September 30, 2018  December 31, 2017 
Geographic Region Fair Value  Percentage
of Total
Investments		  Fair Value  Percentage of
Total
Investments		 
Northeast $58,001,001   24.24% $44,603,594   24.20%
Midwest  54,657,494   22.84   43,870,888   23.80 
West  40,000,599   16.72   21,087,825   11.44 
Southeast  34,930,582   14.60   28,690,823   15.56 
Southwest  21,666,518   9.06   20,144,926   10.93 
East  21,607,011   9.03   20,861,634   11.32 
Northwest  3,701,480   1.55   2,213,889   1.20 
South  3,216,794   1.34   2,862,598   1.55 
Other(a)  1,488,750   0.62   -   - 
Total Investments $239,270,229   100.00% $184,336,177   100.00%

  September 30, 2019  December 31, 2018 
     Percentage of     Percentage of 
Geographic Region Fair Value  Total Investments  Fair Value  Total Investments 
Northeast $85,599,015   26.50% $61,537,340   23.25%
Midwest  66,123,905   20.47   63,396,284   23.95 
West  45,579,905   14.11   40,497,635   15.30 
Southwest  41,652,309   12.89   27,587,594   10.42 
Southeast  39,186,370   12.13   36,204,672   13.68 
East  37,670,569   11.66   25,540,011   9.65 
Northwest  4,087,070   1.27   4,639,772   1.75 
South  3,158,404   0.97   3,193,759   1.21 
Other(a)  -   -   2,065,814   0.79 
Total Investments $323,057,547   100.00% $264,662,881   100.00%

 

(a)(a)The borrower for Livingston, Livingston International Inc., is located in Canada.

21

 

The geographic region indicates the location of the headquarters of the Company’s portfolio companies. A portfolio company may have a number of other business locations in other geographic regions.

23

Investment Principal Repayments

 

The following table summarizes the contractual principal repayments and maturity of the Company’s investment portfolio by fiscal year, assuming no voluntary prepayments, as of September 30, 2018:2019:

 

For the Fiscal Years Ending December 31: Amount  Amount 
2018 $1,433,795 
2019  5,753,738  $608,243 
2020  3,827,024   3,296,855 
2021  27,626,949   14,451,797 
2022  27,975,542   25,161,177 
2023  43,518,195 
Thereafter  174,051,773   238,617,516 
Total contractual repayments  240,668,821   325,653,783 
Adjustments to cost basis on debt investments(a)  (681,863)  (1,620,239)
Total Cost Basis of Investments Held at September 30, 2018: $239,986,958 
Total Cost Basis of Debt Investments Held at September 30, 2019: $324,033,544 

 

(a)Adjustment to cost basis related to unamortized balance of OID investments.

Note 4.Related Party Transactions

Note 4. Related Party Transactions

 

Investment Advisory Agreement

The Company has entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Adviser. In accordance with the Investment Advisory Agreement, the Company pays the Adviser certain fees as compensation for its services, such fees consisting of a base management fee and an incentive fee (the “Incentive Fee”). The services the Adviser provides to the Company, subject to the overall supervision of the Company’s Board of Directors, include managing the day-to-day operations of, and providing investment services to, the Company. The Company also entered into a management fee waiver agreement with the Adviser (the “Waiver Agreement”), which the Company or the Adviser may terminate upon 60 days’ prior written notice.

 

Management Fee

The base management fee is calculated at an annual rate of 1.0% of the Company’s average gross assets including cash and any temporary investments in cash-equivalents, including U.SU.S. government securities and other high-quality investment grade debt investments that mature in 12 months or less from the date of investment, payable quarterly in arrears on a calendar quarter basis.

 

Pursuant to the Waiver Agreement, the Adviser has agreed to waive the right to receive the base management fee to the extent necessary so that the base management fee payable under the Investment Advisory Agreement equals, and is calculated in the same manner as if, the base management fee otherwise payable by the Company were calculated at an annual rate equal to 0.65% (instead of an annual rate of 1.00%).

 

For the three and nine months ended September 30, 2019, the Company recorded base management fees of $820,094 and $2,367,188, respectively, and waivers to the base management fees of $287,033 and $828,516, respectively, as set forth within the accompanying statements of operations. For the three and nine months ended September 30, 2018, the Company recorded base management fees of $631,114 and $1,792,598, respectively, and waivers to the base management fees of $220,890 and $627,408, respectively, as set forth within the accompanying statements of operations. For the three and nine months ended September 30, 2017, the Company recorded base management fees of $444,812 and $1,322,060, respectively, and waivers to the base management fees of $155,685 and $462,721, respectively, as set forth within the accompanying statements of operations.

22

Incentive Fee

The Incentive Fee has two parts, as follows: one is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the base management fee, expenses payable under the Administration Agreement and any interest expense on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee).

 

24

The Company determines pre-incentive fee net investment income in accordance with GAAP, including, in the case of investments with a deferred interest feature, such as OID, debt instruments with PIK interest, and OID securities and accrued income that the Company has 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 the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 1.0% per quarter (4.0% annualized). The Company determines its average gross assets during each fiscal quarter and calculates the base management fee payable with respect to such amount at the end of each fiscal quarter.  As a result, a portion of the Company’s net investment income is included in its gross assets for the period between the date on which such income is earned and the date on which such income is distributed. Therefore, the Company’s net investment income used to calculate part of the Incentive Fee is also included in the amount of the Company’s gross assets used to calculate the 1%1.0% annual base management fee. The Company pays its Adviser an Incentive Fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:

 

 ·no amount is paid on the income-portion of the Incentive Fee in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle of 1.0% (4.0% annualized);
   
 ·100% of the Company’s 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 rate but is less than 1.1765 % in any calendar quarter (4.706% annualized). The Company refers to this portion of its pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.1765%) as the “catch-up” provision. The catch-up is meant to provide the Company’s Adviser with 15.0% of the pre-incentive fee net investment income as if a hurdle rate did not apply if net investment income exceeds 1.1765% in any calendar quarter (4.706% annualized); and
   
 ·15.0% of the amount of the Company’s pre-incentive fee net investment income, if any, that exceeds 1.1765% in any calendar quarter (4.706% annualized) is payable to the Company’s Adviser.

 

Pursuant to the Waiver Agreement, the Adviser has agreed to waive its right to receive the Incentive Fee on pre-incentive fee net investment income to the extent necessary so that such Incentive Fee equals, and is calculated in the same manner as, the corresponding Incentive Fee on pre-incentive fee net investment income, if such Incentive Fee (i) were calculated based upon the Adviser receiving 10%10.0% (instead of 15%15.0%) of the applicable pre-incentive fee net investment income and (ii) did not include any “catch-up” feature in favor of the Adviser.

 

The second part of the Incentive Fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 15%15.0% of the Company’s realized capital gains, if any, on a cumulative basis from June 16, 2015, the effective date of the Registration Statement, through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain Incentive Fees with respect to each of the investments in the Company’s portfolio.

 

23

Pursuant to the Waiver Agreement, the Adviser has agreed to waive the right to receive the Incentive Fee on capital gains to the extent necessary so that such portion of the Incentive Fee equals, and is calculated in the same manner as, the corresponding Incentive Fee on capital gains, if such portion of the Incentive Fee were calculated based upon the Adviser receiving 10%10.0% (instead of 15%15.0%).

25

 

In addition, pursuant to the Waiver Agreement, the Adviser has agreed to waive the right to receive both components of the Incentive Fee to the extent necessary so that it does not receive Incentive Fees which are attributable to income and gains of the Company that exceed an annualized rate of 12%12.0% in any calendar quarter.

 

The waivers from the Adviser will remain effective until terminated earlier by either party on 60 days’ prior to written notice.

 

For the three and nine months ended September 30, 2019, the Company recorded incentive fees related to net investment income of $680,250 and $1,939,486, respectively. Offsetting the incentive fees were waivers of the incentive fees of $543,178 and $1,553,628 for the three and nine months ended September 30, 2019, respectively, as set forth within the accompanying statements of operations. For the three and nine months ended September 30, 2018, the Company recorded incentive fees related to net investment income of $517,587 and $1,392,563, respectively. Offsetting the incentive fees were waivers of the incentive fees of $411,767 and $1,142,863 for the three and nine months ended September 30, 2018, respectively, as set forth within the accompanying statements of operations. For the three and nine months ended September 30, 2017, the Company recorded incentive fees related to net investment income of $309,149 and $733,773, respectively. Offsetting the incentive fees were waivers of the incentive fees of $273,477 and $654,847 for the three and nine months ended September 30, 2017, respectively, as set forth within the accompanying statements of operations.

 

Administrative Fee

The Company has also entered into an administration agreement (the “Administration Agreement”) with Audax Management Company, LLC (the “Administrator”) under which the Administrator provides administrative services to the Company. Under the Administration Agreement, the Administrator performs, or oversees the performance of administrative services necessary for the operation of the Company, which include being responsible for the financial records which the Company is required to maintain and prepare reports filed with the SEC. In addition, the Administrator assists in determining and publishing the Company’s net asset value, oversees the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. The Company reimburses the Administrator for its allocable portion of the costs and expenses incurred by the Administrator for overhead in performance by the Administrator of its duties under the Administration Agreement, including the cost of facilities, office equipment and the Company’s allocable portion of cost of compensation and related expenses of its Chief Financial Officer and Chief Compliance Officer and their respective staffs, as well as any costs and expenses incurred by the Administrator relating to any administrative or operating services provided by the Administrator to the Company. Such costs are reflected as an administrative fee in the accompanying statements of operations.

 

The Company has also entered into a fee waiver agreement with the Administrator, pursuant to which the Administrator may waive, in whole or in part, its entitlement to receive reimbursements from the Company.

 

The Company accrued administrative fees of $66,250 and $198,750 for the three and nine months ended September 30, 2018,2019, respectively, as set forth within the accompanying statements of operations. The Company accrued administrative fees of $66,250 and $198,750 for the three and nine months ended September 30, 2017,2018, respectively, as set forth within the accompanying statements of operations.

 

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Related Party Fees

Fees due to related parties as of September 30, 20182019 and December 31, 20172018 on the Company’s accompanying statements of assets and liabilities were as follows:

 

 September 30, 2018  December 31, 2017  September 30, 2019  December 31, 2018 
Net base management fee due to Adviser $410,224  $309,784  $533,061  $424,873 
Net incentive fee due to Adviser  105,820   68,237   137,072   111,041 
Other expenses due to Adviser(a)  -   153,034   -   - 
Total fees due to Adviser, net of waivers  516,044   531,055   670,133   535,914 
Fee due to Administrator, net of waivers  66,250   66,250   66,250   66,250 
Total Related Party Fees Due $582,294  $597,305  $736,383  $602,164 

 

(a)Expenses paid on behalf of the Company by the Adviser

Note 5.Net Increase in Net Assets Resulting from Operations Per Share of Common Stock:

Note 5. Net Increase in Net Assets Resulting from Operations Per Share of Common Stock:

 

The following table sets forth the computation of basic and diluted net increase in net assets resulting from operations per weighted average share of Company’s common stock for the three and nine months ended September 30, 20182019 and 2017:2018:

 

  Three Months Ended
September 30, 2018		  Three Months Ended
September 30, 2017		  Nine Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2017		 
             
Numerator for basic and diluted net increase in net  assets resulting from operations per common share $3,248,860  $1,730,490  $8,552,903  $5,504,224 
Denominator for basic and diluted weighted average  common shares  25,169,922   17,831,896   23,695,104   17,831,895 
Basic and diluted net increase in net assets   resulting from operations per common share $0.13  $0.10  $0.36  $0.31 

  Three Months Ended
September 30, 2019		  Three Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2019		  Nine Months Ended
September 30, 2018		 
Numerator for basic and diluted net increase in net assets resulting from operations per common share $3,753,794  $3,248,860  $11,338,921  $8,552,903 
Denominator for basic and diluted weighted average common shares  33,504,019   25,169,922   31,856,849   23,695,104 
Basic and diluted net increase in net assets resulting from operations per common share $0.11  $0.13  $0.36  $0.36 

 

Note 6.Income Tax

Note 6. Income Tax

 

The Company has elected to be regulated as a BDC under the 1940 Act, as well as elected to be treated as a RIC under Subchapter M of the Code. As a RIC, the Company generally is not subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it timely distributes as dividends for U.S. federal income tax purposes to its stockholders. To qualify to be treated as a RIC, the Company is required to meet certain source of income and asset diversification requirements, and to timely distribute dividends out of assets legally available for distributions to its stockholders of an amount generally equal to at least 90% of the sum of its net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any (i.e., “investment company taxable income,” determined without regard to any deduction for dividends paid), for each taxable year. The amount to be paid out as distributions to the Company’s stockholders is determined by the Company’s Board of Directors and is based on management’s estimate of the fiscal year earnings. Based on that estimate, the Company intends to make the requisite distributions to its stockholders, which will generally relieve the Company from corporate-level U.S. federal income taxes. Although the Company currently intends to distribute its net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, recognized in respect of each taxable year as dividends out of the Company’s assets legally available for distribution, the Company in the future may decide to retain for investment and be subject to entity-level income tax on such net capital gains. Additionally, depending on the level of taxable income earned in a taxable year, the Company may choose to carry forward taxable income in excess of current year distributions into the next taxable year and incur a 4% 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 distributions, the Company will accrue an excise tax, if any, on estimated excess taxable income as such excess taxable income is earned.

 

2527

 

 

The Company had aggregate distributions declared and paid to its shareholdersstockholders for the year ended December 31, 2018 of $13,002,172, or $0.52 per share. The tax character of the distributions declared and paid represented $12,537,786 from ordinary income, $450,049 capital gains, and $14,337 from tax return of capital. The Company had aggregate distributions declared and paid to its stockholders for the year ended December 31, 2017 of $8,915,421, or $0.47 per share. The tax character of the distributions declared and paid represented $8,199,556 from ordinary income, $505,988 capital gains, and $209,867 from tax return of capital. The

During the nine months ended September 30, 2019, the Company had aggregate distributions declared and paid to its shareholders for the year ended December 31, 2016distributions of $5,144,149,$8,306,889, or $0.35$0.26 per share. The tax character of the distributions declared and paid represented $4,798,829$8,280,510 from ordinary income $103,499and $26,379 from capital gains, and $241,821 from tax return of capital. We estimate that the full amount of the distributions declared and paid during such period will be characterized, for U.S. federal income tax purposes, as ordinary income.

gains. During the nine months ended September 30, 2018, the Company declared and paid distributions of $5,886,063, or $0.25 per share. The estimated tax character of the distributions declared and paid represented $5,736,266 from ordinary income and $149,797 from capital gains. During the nine months ended September 30, 2017, the Company declared and paid distributions of $3,744,698, or $0.21 per share. The tax character of the distributions declared and paid represented $3,606,521 from ordinary income and $138,177 from capital gains.

 

The determination of the tax attributes of the Company’s distributions is made annually at the end of the

Company’s taxable year, based upon the Company’s taxable income for the full taxable year and distributions paid for the full taxable year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full taxable year. The actual tax characteristics of distributions to stockholders will reported to the Company’s stockholders subject to information reporting after the close of each calendar year on Form 1099-DIV.

 

AtAs of December 31, 2017,2018, the components of accumulated net unrealized appreciation on investments and net investment losses and losses on a tax basis as detailed below differ from the amounts reflected in the Company’s statements of assets and liabilities by temporary book/tax differences primarily arising from amortization of organizational expenditures.

 

Temporary Differences
  As of December 31,
2017		 
Other temporary book/tax differences $(253,937)
Net tax basis unrealized appreciation  160,604 
Components of tax distributable deficit at period end $(93,333)

Temporary Differences

  As of December 31,
2018		 
Other temporary book/tax differences $(233,622)
Net tax basis unrealized depreciation  (1,617,418)
Components of tax distributable deficit at period end $(1,851,040)

 

Certain losses incurred by the Company after October 31 of a taxable year are deemed to arise on the first business day of the Company’s next taxable year. The Company did not incur such losses after October 31 of the Company’s taxable year ended December 31, 2017.2018.

 

Capital losses are generally eligible to be carried forward indefinitely, and retain their status as short-term or long-term in the manner originally incurred by the company. The Company did not maintain any capital losses as of December 31, 2017.2018. The Company has evaluated tax positions it has taken, expects to take, or that are otherwise relevant to the Company for purposes of determining whether any relevant tax positions would “more-likely-than-not” be sustained by the applicable tax authority in accordance with ASC Topic 740, “Income Taxes,” as modified by ASC Topic 946. The Company has analyzed such tax positions and has concluded that no unrecognized tax benefits should be recorded for uncertain tax positions for taxable years that may be open. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Company’s U.S.federalU.S. federal tax returns for fiscal years 2015, 2016, 2017 2016, 2015and 2018 remain subject to examination by the Internal Revenue Service. The Company records tax positions that are not deemed to meet a more-likely-than-not threshold as tax expenses as well as any applicable penalties or interest associated with such positions. During each of the three and nine months ended September 30, 20182019 and 2017,2018, no tax expense or any related interest or penalties were incurred.

 

2628

 

Note 7.Equity

Note 7. Equity

 

On June 23, 2015, an investor made a $140,000,000 capital commitment to the Company. On December 2, 2016, the same investor made an additional capital commitment of $50,000,000. On December 7, 2017, the same investor made an additional capital commitment of $100,000,000. On March 22, 2019, the same investor made an additional capital commitment of $40,000,000. On September 23, 2019, the same investor made an additional capital commitment of $30,000,000. As of September 30, 2018,2019, $40,000,000 of total capital commitments remained unfunded by the Company’s investors.

 

The number of Shares issued and outstanding as of September 30, 20182019 and December 31, 2017,2018, were 26,162,16533,538,562 and 21,988,238,28,269,649, respectively.

 

The following table details the activity of Stockholders’ Equity for the three and nine months ended September 30, 2019 and 2018:

Three Months Ended September 30, 2019 Common Stock  Capital in Excess
of Par Value		  Total
Distributable
(Loss) Earnings		  Total
Stockholders'
Equity		 
Balance as of June 30, 2019 $31,950  $304,182,330  $(2,512,777) $301,701,503 
   Net investment income  -   -   4,397,403   4,397,403 
   Net realized gains from investment transactions  -   -   (826,185)  (826,185)
   Net change in unrealized depreciation on investments  -   -   182,576   182,576 
   Issuance of shares  1,589   14,998,411   -   15,000,000 
Balance as of September 30, 2019 $33,539  $319,180,741  $1,241,017  $320,455,297 

Nine Months Ended September 30, 2019 Common Stock  Capital in Excess
of Par Value		  Total
Distributable
(Loss) Earnings		  Total
Stockholders'
Equity		 
Balance as of December 31, 2018 $28,270  $269,246,005  $(1,851,040) $267,423,235 
   Net investment income  -   -   12,542,535   12,542,535 
   Net realized gains from investment transactions  -   -   (724,454)  (724,454)
   Net change in unrealized depreciation on investments  -   -   (479,160)  (479,160)
   Issuance of shares  5,269   49,994,731   -   50,000,000 
   Distributions to Stockholders  -   (60,025)  (8,246,864)  (8,306,889)
   Reinvested Dividends  -   30   -   30 
Balance as of September 30, 2019 $33,539  $319,180,741  $1,241,017  $320,455,297 

Three Months Ended September 30, 2018 Common Stock  Capital in Excess
of Par Value		  Total
Distributable
(Loss) Earnings		  Total
Stockholders'
Equity		 
Balance as of June 30, 2018 $25,125  $239,263,812  $(675,354) $238,613,583 
   Net investment income  -   -   3,344,364   3,344,364 
   Net realized gains from investment transactions  -   -   179,556   179,556 
   Net change in unrealized depreciation on investments  -   -   (275,060)  (275,060)
   Issuance of shares  1,037   9,998,963   -   10,000,000 
Balance as of September 30, 2018 $26,162  $249,262,775  $2,573,506  $251,862,443 

29

Nine Months Ended September 30, 2018 Common Stock  Capital in Excess
of Par Value		  Total
Distributable
(Loss) Earnings		  Total
Stockholders'
Equity		 
Balance as of December 31, 2017 $21,989  $209,266,921  $(93,334) $209,195,576 
   Net investment income  -   -   9,032,923   9,032,923 
   Net realized gains from investment transactions  -   -   397,313   397,313 
   Net change in unrealized appreciation on investments  -   -   (877,333)  (877,333)
   Issuance of shares  4,173   39,995,827   -   40,000,000 
   Distributions to Stockholders  -   -   (5,886,063)  (5,886,063)
   Reinvested Dividends  -   27   -   27 
Balance as of September 30, 2018 $26,162  $249,262,775  $2,573,506  $251,862,443 
Note 8.Commitments and Contingencies

Note 8. Commitments and Contingencies

 

The Company may enter into certain credit agreements that include loan commitments where all or a portion of such commitment may be unfunded. The Company is generally obligated to fund the unfunded loan commitments at the borrowers’ discretion. Funded portions of credit agreements are presented on the accompanying schedule of investments. Unfunded loan commitments and funded portions of credit agreements are fair valued and unrealized appreciation or depreciation, if any, have been included in the accompanying statements of assets and liabilities and statements of operations.

 

The following table summarizes the Company’s significant contractual payment obligations as of September 30, 20182019 and December 31, 2017:2018:

 

Investment Industry September 30, 2018  December 31, 2017 
         
Carlisle FoodService, Senior Secured Initial Term Loan (First Lien), 5.40% (Libor + 3.00%), maturity 3/20/25 Wholesale $736,196  $- 
Mavis, Senior Secured Closing Date Term Loan (First Lien), 5.65% (Libor + 3.25%), maturity 3/20/25 Automotive  521,562   - 
Spectrum Plastics, Senior Secured Closing Date Term Loan (First Lien), 5.65% (Libor + 3.25%), maturity 1/31/25 Chemicals, Plastics & Rubber  270,000   - 
GlobalLogic, Senior Secured Initial Term Loan, 5.65% (Libor + 3.25%), maturity 8/1/25 High Tech Industries  250,000   - 
Community Brands, Senior Secured Initial Term Loan (First Lien), 6.40% (Libor + 4.00%), maturity 12/2/22 High Tech Industries  240,972   - 
Manna Pro, Senior Secured Term Loan, 8.40% (Libor + 6.00%), maturity 12/8/23 Consumer Goods: Non-durable  227,500   583,333 
GlobalTranz, Senior Secured Initial Term Loan, 6.65% (Libor + 4.25%), maturity 6/29/25 Transportation: Cargo  197,917     
SRP, Senior Secured Term Loan, 8.90% (Libor + 6.50%), maturity 9/8/23 Wholesale  196,429   535,714 
Veritext, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 8/1/25 Healthcare & Pharmaceuticals  162,667     
Premise Health, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 7/10/25 Healthcare & Pharmaceuticals  147,052   - 
Young, Senior Secured Initial Term Loan (First Lien), 6.40% (Libor + 4.00%), maturity 11/7/24 Healthcare & Pharmaceuticals  119,048   687,500 
Dermatologists of Central States, Senior Secured Term Loan, 8.90% (Libor + 6.50%), maturity 4/20/22 Healthcare & Pharmaceuticals  91,116   133,257 
Ansira, Senior Secured Initial Term Loan, 8.15% (Libor + 5.75%), maturity 12/20/22 Media: Advertising, Printing & Publishing  85,171   113,346 
Eating Recovery Center, Senior Secured Initial Term Loan (First Lien), 6.90% (Libor + 4.50%), maturity 9/23/24 Healthcare & Pharmaceuticals  62,500   340,909 
Pathway, Senior Secured Term Loan (First Lien), 6.65% (Libor + 4.25%), maturity 10/10/24 Healthcare & Pharmaceuticals  -   818,454 
Inst. Shareholder Services, Senior Secured Initial Term Loan (First Lien), 6.15% (Libor + 3.75%), maturity 10/16/24 Banking, Finance, Insurance & Real Estate  - �� 208,333 
Radiology Partners, Senior Secured Term A Loan, 8.09% (Libor + 5.75%), maturity
12/4/23		 Healthcare & Pharmaceuticals  -   175,567 
PlayCore, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 3.75%), maturity
9/30/24		 Construction & Building  -   119,048 
    $3,308,130  $3,715,461 

Investment Industry September 30, 2019  December 31, 2018 
Advarra, Senior Secured Initial Revolving Loan (First Lien), 6.34% (Libor + 4.25%), maturity 7/9/26 Healthcare & Pharmaceuticals $761,905  $- 
EverCommerce, Senior Secured Initial Term Loan, 7.59% (Libor + 5.50%), maturity 8/23/25(i) High Tech Industries  654,867     
Anchor Packaging, Senior Secured Initial Term Loan (First Lien), 6.09% (Libor + 4.00%), maturity 7/18/26(i) Containers, Packaging & Glass  437,500     
Allied Universal 2019, Senior Secured Initial Term Loan, 6.34% (Libor + 4.25%), maturity 7/10/26(i) Services: Business  346,535     
Mavis, Senior Secured Closing Date Term Loan (First Lien), 6.05% (Libor + 3.25%), maturity 3/20/25 Automotive  345,141   469,764 
Service Logic, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 12/31/24 Services: Business  343,333   - 
Pathway, Senior Secured Initial Term Loan (First Lien), 7.10% (Libor + 4.50%), maturity 12/20/24 Healthcare & Pharmaceuticals  293,022   - 
Advarra, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 7/9/26(i) Healthcare & Pharmaceuticals  288,796   - 
Alpaca, Senior Secured Revolver, 6.59% (Libor + 4.50%), maturity 4/19/24(j) Healthcare & Pharmaceuticals  232,967   - 
Community Brands, Senior Secured Initial Term Loan (First Lien), 6.80% (Libor + 4.00%), maturity 12/2/22 High Tech Industries  150,710   194,963 
Premise Health, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 7/10/25 Healthcare & Pharmaceuticals  147,052   147,052 
Stepping Stones, Unitranche, 7.59% (Libor + 5.50%), maturity 12/12/24 Healthcare & Pharmaceuticals  142,789     
AmeriLife Group, Senior Secured Initial Term Loan (First Lien), 6.59% (Libor + 4.50%), maturity 6/12/26 Banking, Finance, Insurance & Real Estate  122,807   - 
MyEyeDr, Senior Secured Initial Term Loan (First Lien), 6.34% (Libor + 4.25%), maturity 8/31/26(i) Health Care Equipment & Services  115,976     
Mister Car Wash, Senior Secured Initial Term Loan (First Lien), 5.59% (Libor + 3.50%), maturity 5/14/26(i) Services: Consumer  100,000   - 
Ansira, Senior Secured Initial Term Loan, 8.55% (Libor + 5.75%), maturity 12/20/22 Media: Advertising, Printing & Publishing  38,214   85,171 
Veritext, Senior Secured Initial Term Loan (First Lien), 6.55% (Libor + 3.75%), maturity 8/1/25 Healthcare & Pharmaceuticals  -   166,833 
Integrity Marketing Group, Senior Secured Term Loan, 7.05% (Libor + 4.25%), maturity 11/28/25 Banking, Finance, Insurance & Real Estate  -   78,740 
Carlisle FoodService, Senior Secured Initial Term Loan (First Lien), 5.80% (Libor + 3.00%), maturity 3/20/25 Wholesale  -   736,196 
GlobalLogic, Senior Secured Initial Term Loan, 6.05% (Libor + 3.25%), maturity 8/1/25 High Tech Industries  -   250,000 
Dermatologists of Central States, Senior Secured Term Loan, 9.30% (Libor + 6.50%), maturity 4/20/22 Healthcare & Pharmaceuticals  -   91,116 
Eating Recovery Center, Senior Secured Initial Term Loan (First Lien), 7.30% (Libor + 4.50%), maturity 9/23/24 Healthcare & Pharmaceuticals  -   5,682 
    $4,521,614  $2,225,517 

Unfunded commitments represent all amounts unfunded as of September 30, 2019 and December 31, 2018. These amounts may or may not be funded to the borrowing party now or in the future.

 

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Note 9.Financial Highlights

 

  

Three Months Ended

September 30, 2018

  Three Months Ended
September 30, 2017		  Nine Months Ended
September 30, 2018		  

Nine Months Ended

September 30, 2017

 
Per Share Data:                
Net asset value, beginning of period $9.50  $9.56  $9.51  $9.55 
Net investment income(a)  0.13   0.11   0.38   0.33 
Net realized gain on investments and change in unrealized depreciation on investments(a)(b)(c)  0.00   (0.02)  (0.01)  (0.02)
Net increase in net assets resulting from operations $0.13  $0.09  $0.37  $0.31 
                 
Effect of equity capital activity                
Distributions to stockholders from net investment income  -   -   (0.24)  (0.20)
Distributions to stockholders from capital gains  -   -   (0.01)  (0.01)
Net asset value at end of period $9.63  $9.65  $9.63  $9.65 
Total return(d)(h)  1.37%  3.14%  3.89%  3.25%
Shares of common stock outstanding at end of period  26,162,165   17,831,896   26,162,165   17,831,896 
                 
Statement of Assets and Liabilities Data:                
Net assets at end of period $251,862,443  $172,129,209  $251,862,443  $172,129,209 
Average net assets(e)  244,318,953   171,650,889   233,578,899   172,005,655 
                 
Ratio/Supplemental Data:                
Ratio of gross expenses to average net assets-annualized(f)  2.28%  2.42%  2.28%  2.22%
Ratio of net expenses to average net assets- annualized(g)  1.25%  1.43%  1.26%  1.35%
Ratio of net investment income to average net assets- annualized  5.43%  4.68%  5.17%  4.54%
Portfolio turnover(h)  0.59%  12.03%  0.63%  41.02%

Note 9. Financial Highlights

  Three Months Ended
September 30, 2019		  Three Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2019		  Nine Months Ended
September 30, 2018		 
Per Share Data:                
Net asset value, beginning of period $9.44  $9.50  $9.46  $9.51 
Net investment income(a)  0.13   0.13   0.39   0.38 
Net realized gain on investments and change in unrealized depreciation on investments(a)(b)  (0.02)  -   (0.04)  (0.01)
Net increase in net assets resulting from operations $0.11  $0.13  $0.35  $0.37 
           
Effect of equity capital activity                
Distributions to stockholders from net investment income  -   -  (0.26)  (0.24)
Distributions to stockholders from capital gains  -   -   -   (0.01)
Distributions to stockholders from return of capital(c)  -   -   -   - 
Net asset value at end of period $9.55  $9.63  $9.55  $9.63 
Total return(d)(h)  1.17%  1.37%  3.69%  3.89%
Shares of common stock outstanding at end of period  33,538,562   26,162,165   33,538,562   26,162,165 
                 
Statement of Assets and Liabilities Data:                
Net assets at end of period $320,455,297  $251,862,443  $320,455,297  $251,862,443 
Average net assets(e)  319,461,535   244,318,953   308,451,516   233,578,899 
                 
Ratio/Supplemental Data:                

Ratio of gross expenses to average net

assets-annualized(f)

  2.25%  2.28%  2.36%  2.28%
Ratio of net expenses to average net assets-  annualized(g)  1.22%  1.25%  1.32%  1.26%
Ratio of net investment income to average net assets-annualized  5.46%  5.43%  5.44%  5.17%
Portfolio turnover(h)  1.58%  0.59%  1.64%  0.63%

 

(a)Based on weighted average basic per share of Common Stock data.
(b)The per share amount varies from the net realized and unrealized gain (loss) for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.
(c)For the threenine months ended September 30, 2018,2019, the 0.00 is due to rounding.
(d)Total return is based on the change in net asset value during the respective periods.  Total return also takes into account dividends and distributions, if any, reinvested in accordance with the Company's dividend reinvestment plan.
(e)Average net assets are computed using the average balance of net assets at the end of each  month of the reporting  period.
(f)Ratio of gross expenses to average net assets is computed using expenses before waivers from the Adviser and Administrator.
(g)Ratio of net expenses to average net assets is computed using total expenses net of waivers from the Adviser and Administrator.
(h)Not annualized.

 

Note 10.Indemnification

Note 10. Indemnification

 

In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown. The Company does not consider it necessary to record a liability in this regard.

Note 11.Subsequent Events

Note 11. Subsequent Events

On September 13, 2019, the Company delivered a capital drawdown notice to an investor relating to the sale of 1,573,977 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for an aggregate offering price of $15 million. The sale closed on October 2, 2019.

 

The sale of Common Stock was made pursuant to a subscription agreement entered into by the Company has consideredand the effects, if any, of events occurring afterinvestor. Under the dateterms of the Company’s Statementsubscription agreement, the investor is required to fund drawdowns to purchase shares of Assets and Liabilities through November 14, 2018,Common Stock up to the dateamount of its capital commitment on an as-needed basis with a minimum of 10 calendar days’ prior notice.

The issuance of the quarterly report on Form 10-Q was issued.Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. The Company has concluded there are no material items that warrant disclosure.not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Stock and has not offered securities to the public in connection with such issuance and sale.

 

2831

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

In this quarterly report on Form 10-Q, except where the context suggests otherwise, the terms “we,” us,” our” and the “Company” refer to Audax Credit BDC Inc. The information contained in this section should be read in the conjunction with the financial statements and notes to the financial statements appearing elsewhere in this report.

This report and other statements contain forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our 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. 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:

 

·our future operating results;
·our business prospects and the prospects of our portfolio companies;
·the ability of our portfolio companies to achieve their objectives;
·the timing of cash flows, if any, from the operations of our portfolio companies;
·the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
·changes in the general economy;
·risk associated with possible disruptions in our operations or the economy generally;
·the effect of investments that we expect to make;
·our contractual arrangements and relationships with third parties;
·actual and potential conflicts of interest with Adviser and its affiliates;
·the dependence of our future success on the general economy and its effect on the industries in which we invest;
·the adequacy of our financing sources and working capital;
·the ability of our Adviser and its affiliates to attract and retain highly talented professionals;
·our ability to qualify and maintain our qualification as a BDC and as a RIC; and
·the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K (file no. 814-01154) (the “Annual Report”).

 

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. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section of our Annual Report entitled “Item 1A. Risk Factors”. of this Report and our Annual Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. The forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

2932

 

 

OVERVIEW

 

Audax Credit BDC Inc. is a Delaware corporation that was formed on January 29, 2015. We are an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a BDC under the 1940 Act. In addition, we have elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code.

 

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. We intend to meet our investment objective by investing primarily in senior secured debt of privately owned U.S. middle- market companies. We intend to invest at least 80% of our net assets plus the amount of any borrowings in “credit instruments,” which we define as any fixed income instruments.

 

Although we have no present intention of doing so, we may decide to incur leverage. If we do incur leverage, however, we anticipate that it will be used in limited circumstances and on a short-term basis for purposes such as funding distributions. As a BDC, we are limited in our use of leverage under the 1940 Act. Under the 1940 Act, a BDC generally is required to maintain asset coverage of 200% for senior securities representing indebtedness (such as borrowings from banks or other financial institutions) or stock (such as preferred stock). The Small Business Credit Availability Act, which was signed into law on March 23, 2018, provides that a BDC's required asset coverage under the 1940 Act may be reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity). This reduction in asset coverage would permitpermits a BDC to double the amount of leverage it may utilize, subject to certain approval, timing and reporting requirements, including either stockholder approval or approval of a majority of the directors who are not “interested persons” (as defined in the 1940 Act) of the BDC and who have no financial interest in the arrangement. In addition, as a non-traded BDC, if we receive the relevant approval to increase our authorized leverage, we will be required to offer our stockholders the opportunity to sell their shares of common stock over the next year following the calendar quarter in which the approval was obtained. In determining whether to use leverage, we will analyze the maturity, covenants and interest rate structure of the proposed borrowings, as well as the risks of such borrowings within the context of our investment outlook and the impact of leverage on our investment portfolio. The amount of any leverage that we will employ as a BDC will be subject to oversight by our Board of Directors.

 

We generate revenue in the form of interest on the debt securities that we hold in our portfolio companies. The senior debt we invest in generally has stated terms of three to ten years. Our senior debt investments generally bear interest at a floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions, although we do not expect to do so. OID as well as market discount and premium are accreted and amortized in determining our interest income. We record any prepayment premiums on loans and debt securities as income.

 

PORTFOLIO COMPOSITION AND INVESTMENT ACTIVITY

 

Portfolio Composition

 

The fair value of our investments all of which were syndicated loans as of September 30, 2018,2019, was approximately $239,270,229$323,057,547 and held in 122154 portfolio companies as of September 30, 2018.2019. The fair value of our investments, all of which were syndicated loans as of December 31, 2017,2018, was approximately $184,336,177$264,662,881 and held in 96135 portfolio companies as of December 31, 2017.2018.

 

During the nine months ended September 30, 2019, we invested in 54 new syndicated investments for a combined $90,412,665 and in existing investments for a combined $20,244,318. We also received $46,240,554 in repayments from investments and $5,017,964 from investments sold during the nine months ended September 30, 2019. During the nine months ended September 30, 2018, we invested in 60 new syndicated investments for a combined $94,368,626 and in existing investments for a combined $15,112,788. We also received $52,782,500 in repayments from investments and $1,390,962 from investments sold during the nine months. Duringmonths ended September 30, 2018.

33

In addition, for the three and nine months ended September 30, 2017,2019, we investedhad a change in 42 new syndicated investments for a combined $70,731,883unrealized appreciation (depreciation) of approximately $182,576 and in existing investments for a combined $9,107,853. We also received $61,357,297 in repayments from investments.$(479,160), respectively, and realized losses of $826,185 and $724,454, respectively. In addition, for the three and nine months ended September 30, 2018, we had a change in unrealized depreciation of approximately $275,060 and $877,333, respectively, and realized gains of $179,556 and $397,313, respectively. In addition, for the three and nine months ended September 30, 2017, we had a change in unrealized depreciation of approximately $328,689 and $810,286, respectively, and realized gains of $34,143 and $475,073, respectively.

30

 

Our investment activity for the nine months ended September 30, 20182019 and 2017,2018, is presented below:

 

  Nine Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2017		 
       
Beginning investment portfolio, at fair value $184,336,177  $143,789,221 
Investments in new portfolio investments  94,368,626   70,731,883 
Investments in existing portfolio investments  15,112,788   9,107,853 
Principal repayments  (52,782,500)  (61,357,297)
Proceeds from investments sold  (1,390,962)  - 
Change in premiums, discounts and amortization  106,120   179,181 
Net change in unrealized depreciation on investments  (877,333)  (810,286)
Realized gain on investments  397,313   475,073 
Ending portfolio investment activity, at fair value $239,270,229  $162,115,628 
Number of portfolio investments  128   93 
Average investment amount, at cost $1,874,898  $1,739,606 
Percentage of investments at floating rates  100.00%  100.00%

  Nine Months Ended
September 30, 2019		  Nine Months Ended
September 30, 2018		 
Beginning investment portfolio, at fair value $264,662,881  $184,336,177 
           Investments in new portfolio investments  90,412,665   94,368,626 
           Investments in existing portfolio investments  20,244,318   15,112,788 
           Principal repayments  (46,240,554)  (52,782,500)
           Proceeds from investments sold  (5,017,964)  (1,390,962)
           Change in premiums, discounts and amortization  199,813   106,120 
           Net change in unrealized depreciation on investments  (479,160)  (877,333)
           Realized (loss) gain on investments  (724,452)  397,313 
Ending portfolio investment activity, at fair value $323,057,547  $239,270,229 
Number of portfolio investments  168   128 
Average investment amount, at cost $1,935,441  $1,980,280 
Percentage of  investments at floating rates  100.00%  100.00%

 

As of September 30, 20182019 and December 31, 2017,2018, our entire portfolio consisted of non-controlled/non-affiliated investments.

 

RECENT DEVELOPMENTS

 

Subsequent to September 30, 20182019 and through November 14, 2018,2019, we invested $14,599,347$7,774,333 at cost in fourteentwelve portfolio companies.

 

On September 13, 2019, the Company delivered a capital drawdown notice an investor relating to the sale of 1,573,977 shares of the Common Stock for an aggregate offering price of $15 million. The sale closed on October 2, 2019.

The sale of Common Stock was made pursuant to a subscription agreement entered into by the Company and the investor. Under the terms of the subscription agreement, the investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of its capital commitment on an as-needed basis with a minimum of 10 calendar days’ prior notice.

The issuance of the Common Stock is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Stock and has not offered securities to the public in connection with such issuance and sale.

34

RESULTS OF OPERATIONS

 

The net increase or decrease in net assets from operations may vary substantially from period to period as a result of various factors, including the recognition of realized gains and/or losses and net change in unrealized appreciation and depreciation.

 

Revenue

 

Total investment income for the three and nine months ended September 30, 20182019 and 2017,2018, is presented in the table below.

 

  Three Months Ended
September 30, 2018		  Three Months Ended
September 30, 2017		  Nine Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2017		 
             
Total interest income from non-controlled/non-  affiliated investments $4,055,676  $2,571,239  $11,061,333  $7,392,141 
Total other interest income  32,938   35,903   101,045   92,533 
Total other income  26,985   36,146   75,547   97,608 
Total investment income $4,115,599  $2,643,288  $11,237,925  $7,582,282 

  Three Months Ended
September 30, 2019		  Three Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2019		  Nine Months Ended
September 30, 2018		 
Total interest income from non-controlled/non-affiliated investments $5,347,398  $4,055,676  $15,433,946  $11,061,333 
Total other interest income  28,722   32,938   122,237   101,045 
Total other income  5,214   26,985   38,364   75,547 
Total investment income $5,381,334  $4,115,599  $15,594,547  $11,237,925 

 

Total investment income for the three months ended September 30, 20182019 increased to $4,115,599$5,381,334 from $2,643,288$4,115,599 for the three months ended September 30, 2017,2018, and was driven by our interest income from our increasing investment balance. Total investment income for the nine months ended September 30, 20182019 increased to $11,237,925$15,594,547 from $7,582,282$11,237,925 for the nine months ended September 30, 2017,2018, and was driven by our interest income from our increasing investment balance. As of September 30, 20182019 and 2017,2018, the size of our debt portfolio was $239,986,958$324,033,544 and $161,783,344$239,986,958 at amortized cost, respectively, with total debt principal amount outstanding of $325,653,783 and $240,668,821, and $162,796,110, respectively.

31

Expenses

 

Total expenses net of waivers for the three and nine months ended September 30, 20182019 and 2017,2018, were as follows:

 

  Three Months Ended
September 30, 2018		  Three Months Ended
September 30, 2017		  Nine Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2017		 
             
Base management fee(a) $631,114  $444,812  $1,792,598  $1,322,060 
Incentive fee(a)  517,587   309,149   1,392,563   733,773 
Administrative fee(a)  66,250   66,250   198,750   198,750 
Directors' fees  48,750   48,750   146,250   146,250 
Professional fees  100,641   139,085   313,660   326,822 
Other expenses  39,550   39,368   131,452   132,758 
Total expenses  1,403,892   1,047,414   3,975,273   2,860,413 
Base management fee waivers(a)  (220,890)  (155,685)  (627,408)  (462,721)
Incentive fee waivers(a)  (411,767)  (273,477)  (1,142,863)  (654,847)
Total expenses, net of waivers $771,235  $618,252  $2,205,002  $1,742,845 

  Three Months Ended
September 30, 2019		  Three Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2019		  Nine Months Ended
September 30, 2018		 
Base management fee(a) $820,094  $631,114  $2,367,188  $1,792,598 
Incentive fee(a)  680,250   517,587   1,939,486   1,392,563 
Administrative fee(a)  66,250   66,250   198,750   198,750 
Directors' fees  52,500   48,750   157,500   146,250 
Professional fees  136,660   100,641   524,791   313,660 
Other expenses  58,388   39,550   246,441   131,452 
Total expenses  1,814,142   1,403,892   5,434,156   3,975,273 
Base management fee waivers(a)  (287,033)  (220,890)  (828,516)  (627,408)
Incentive fee waivers(a)  (543,178)  (411,767)  (1,553,628)  (1,142,863)
Total expenses, net of waivers $983,931  $771,235  $3,052,012  $2,205,002 

 

(a)Refer to Note 4-Related Party Transactionswithin the financial statements for a description of the relevant fees.

(a) Refer to Note 4-Related Party Transactions within the financial statements for a description of the relevant fees.

 

The increase in base management fees before waivers for the three months ended September 30, 20182019 in comparison to the three months ended September 30, 20172018 was driven by our increasing invested balance. For the three months ended September 30, 20182019 and 2017,2018, we accrued gross base management fees before waivers of $631,114$820,094 and $444,812,$631,114, respectively. Offsetting those fees, we recognized base management fee waivers of $287,033 and $220,890, and $155,685, respectively. For the three months ended September 30, 2019, we accrued incentive fees related to net investment income before waivers of $680,250, offset by incentive fee waivers of $543,178. For the three months ended September 30, 2018, we accrued incentive fees related to net investment income before waivers of $517,587, offset by incentive fee waivers of $411,767. For the three months ended September 30, 2017, we accrued incentive fees related to net investment income before waivers of $309,149, offset by incentive fee waivers of $273,477. Additionally, we accrued $66,250 of administrative fees for each of the three months ended September 30, 20182019 and 2017.2018. Refer to Note 4 —Related Party Transactionsin the notes accompanying our financial statements for more information related to base management fees, incentive fees and waivers.

 

35

During the three months ended September 30, 20182019 and 2017,2018, we incurred professional fees of $100,641$136,660 and $139,085,$100,641, respectively, related to audit fees, tax fees, and legal fees. The decreaseincrease in professional fees was driven by a decreasean increase in legal expenses during the three months ended September 30, 20182019 as compared to the three months ended September 30, 2017.2018. We also incurred expenses related to fees paid to our independent directors of $52,500 and $48,750 for each of the three months ended September 30, 2019 and 2018, and 2017.respectively.

 

The increase in base management fees before waivers for the nine months ended September 30, 20182019 in comparison to the nine months ended September 30, 20172018 was driven by our increasing invested balance. For the nine months ended September 30, 20182019 and 2017,2018, we accrued gross base management fees before waivers of $1,792,598$2,367,188 and $1,322,060,$1,792,598, respectively. Offsetting those fees, we recognized base management fee waivers of $828,516 and $627,408, and $462,721, respectively. For the nine months ended September 30, 2019, we accrued incentive fees related to net investment income before waivers of $1,939,486, offset by incentive fee waivers of $1,553,628. For the nine months ended September 30, 2018, we accrued incentive fees related to net investment income before waivers of $1,392,563, offset by incentive fee waivers of $1,142,863. For the nine months ended September 30, 2017, we accrued incentive fees related to net investment income before waivers of $733,773, offset by incentive fee waivers of $654,847. Additionally, we accrued $198,750 of administrative fees for each of the nine months ended September 30, 20182019 and 2017.2018. Refer to Note 4 —Related Party Transactionsin the notes accompanying our financial statements for more information related to base management fees, incentive fees and waivers.

 

During the nine months ended September 30, 20182019 and 2017,2018, we incurred professional fees of $313,660$524,791 and $326,822,$313,660, respectively, related to audit fees, tax fees, and legal fees. The decreaseincrease in professional fees was driven by a decreasean increase in legal expenses during the nine months ended September 30, 20182019 as compared to the nine months ended September 30, 2017.2018. We also incurred expenses related to fees paid to our independent directors of $157,500 and $146,250 for each of the nine months ended September 30, 2019 and 2018, and 2017, respectively.

32

 

Realized and Unrealized Gains and Losses

 

We recognized $179,556$(826,185) and $34,143$179,556 in net realized (losses) gains for the three months ended September 30, 20182019 and 2017,2018, respectively. We recognized $397,313$(724,454) and 475,073$397,313 in net realized (losses) gains for the nine months ended September 30, 20182019 and 2017,2018, respectively.

 

Net change in unrealized (depreciation) appreciationdepreciation on investments for the three and nine months ended September 30, 20182019 and 20172018 was as follows:

 

Type Three Months Ended
September 30, 2018		  Three Months Ended
 September 30, 2017		  Nine Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2017		 
First Lien Debt $(244,752) $(175,850) $(787,562) $(739,659)
Second Lien Debt  (30,308)  (152,839)  (89,771)  (70,627)
Net change in unrealized depreciation on investments $(275,060) $(328,689) $(877,333) $(810,286)

Type Three Months Ended
September 30, 2019		  Three Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2019		  Nine Months Ended
September 30, 2018		 
First Lien Debt $232,811  $(244,752) $89,811  $(787,562)
Second Lien Debt  (50,235)  (30,308)  (168,705)  (89,771)
Equity and Preferred Shares  -   -   (400,266)  - 
Net change in unrealized appreciation (depreciation) on investments $182,576  $(275,060) $(479,160) $(877,333)

 

Net change in unrealized depreciationappreciation (depreciation) on investments during the three and nine months ended September 30, 20182019 was primarily due to the change in the results and financial position of the portfolio companies. Net change in unrealized depreciation on investments during the three and nine months ended September 30, 20172018 was primarily due to the reversalchange in the results and financial position of previously appreciated investments due to full principal paydowns.the portfolio companies.

 

36

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

 

We generate cash primarily from the net proceeds of any offering of shares of our common stock (“Shares”), from cash flows from interest and fees earned from our investments, and from principal repayments and proceeds from sales of our investments. Our primary use of cash is investments in portfolio companies, payments of our expenses and cash distributions to our stockholders. As of September 30, 20182019 and December 31, 2017,2018, we had cash of $20,276,822$11,393,113 and $29,721,559,$17,715,145, respectively.

Operating Activities

 

Net cash used in operating activities for the nine months ended September 30, 2019 was $48,015,173. The primary operating activities during this period were investments in portfolio companies. This was partially offset by repayments of bank loans. Net cash used in operating activities for the nine months ended September 30, 2018 was $43,558,701. The primary operating activities during this period were investments in portfolio companies. This was partially offset by repayments of bank loans and interest received from investments. Net cash used in operating activities for the nine months ended September 30, 2017 was $8,253,922. The primary operating activities during this period were investments in portfolio companies. This was partially offset by repayments of bank loans.

 

As of September 30, 20182019 and December 31, 2017,2018, we had fourteen16 and ten10 investments with unfunded commitments of $3,308,130$4,521,614 and $3,715,461,$2,225,517, respectively. We believe that, as of September 30, 20182019 and December 31, 2017,2018, we had sufficient assets to adequately cover any obligations under our unfunded commitments.

33

 

The following table summarizes our total portfolio activity during the nine months ended September 30, 20182019 and 2017:2018:

 

 Nine Months Ended
September 30, 2018		  Nine Months Ended
September 30, 2017		 
      Nine Months Ended
September 30, 2019		  Nine Months Ended
September 30, 2018		 
Beginning investment portfolio $184,336,177  $143,789,221  $264,662,881  $184,336,177 
Investments in new portfolio investments  94,368,626   70,731,883   90,412,665   94,368,626 
Investments in existing portfolio investments  15,112,788   9,107,853   20,244,318   15,112,788 
Principal repayments  (52,782,500)  (61,357,297)  (46,240,554)  (52,782,500)
Proceeds from sales of investments  (1,390,962)  -   (5,017,964)  (1,390,962)
Net change in unrealized depreciation on investments  (877,333)  (810,286)  (479,160)  (877,333)
Net realized gain on investments  397,313   475,073 
Net realized (loss) gain on investments  (724,452)  397,313 
Net change in premiums, discounts and amortization  106,120   179,181   199,813   106,120 
Investment Portfolio, at Fair Value $239,270,229  $162,115,628  $323,057,547  $239,270,229 

 

Financing Activities

 

Net cash provided by our financing activities for the nine months ended September 30, 2019 was $41,693,141 from issuances of 5,268,913 Shares to our stockholders, in connection with our capital calls and our dividend reinvestment program during the period. This was partially offset by $8,306,859 of distributions paid to our common stockholders. Net cash provided by our financing activities for the nine months ended September 30, 2018 was $34,113,964 from issuances of 4,173,924 of Shares to our shareholders,stockholders, in connection with our capital calls during the period. This was partially offset by $5,886,036 of distributions paid to our common stockholders. Net cash used in our financing activities for the nine months ended September 30, 2017 was $3,744,676 from distributions paid to our common stockholders.

 

Equity Activity

 

On June 23, 2015, an investor made a $140,000,000 capital commitment to the Company. On December 2, 2016, the same investor made an additional capital commitment of $50,000,000. On December 7, 2017, the same investor made an additional capital commitment of $100,000,000. On March 22, 2019, the same investor made an additional capital commitment of $40,000,000. On September 23, 2019, the same investor made an additional capital commitment of $30,000,000. As of September 30, 2018,2019, $40,000,000 of total capital commitments remained unfunded by the Company’s investors.

 

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The number of Shares issued and outstanding as of September 30, 20182019 and December 31, 2017,2018, were 26,162,16533,538,562 and 21,988,238,28,269,649, respectively.

 

Distributions to Stockholders – Common Stock Distributions

 

We have elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, we generally are not subject to corporate-level U.S. federal income taxes on ordinary income or capital gains that we timely distribute as dividends for U.S. federal income tax purposes to our stockholders. To qualify to be taxed as a RIC and thus avoid corporate-level income tax on the income that we distribute as dividends to our stockholders, we are required to distribute dividends to our stockholders each taxable year generally of an amount at least equal to 90% of our investment company taxable income, determined without regard to the deduction for any dividends paid. To avoid the imposition of a 4% excise tax on undistributed earnings, we are required to distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of (i) 98% of our ordinary income (taking into account certain deferrals and elections) for such calendar year, (ii) 98.2% of our capital gain net income, adjusted for certain ordinary losses, for the one-year period ending October 31 of that calendar year and (iii) any income or capital gains recognized, but not distributed, in preceding calendar years and on which we incurred no U.S. federal income tax. We intend to make distributions to stockholders on an annual basis of substantially all of our net investment income. Although we intend to make distributions of net realized capital gains, if any, at least annually, out of assets legally available for such distributions, we may in the future decide to retain such capital gains for investment. In addition, the extent and timing of special dividends, if any, will be determined by our Board of Directors and will largely be driven by portfolio specific events and tax considerations.

 

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We may fund our cash distributions from any sources of funds available, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and fee waivers from our Adviser. Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from an offering. As a result, a portion of the distributions we may represent a return of capital 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. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a BDC under the 1940 Act. We declared and paid distributions of $8,306,889, or $0.26 per share during the nine months ended September 30, 2019. We declared and paid distributions of $5,886,063, or $0.25 per share during the nine months ended September 30, 2018. We declared and paid distributions of $3,744,698, or $0.21 per share during the nine months ended September 30, 2017.

 

The determination of the tax attributes of our distributions is made annually at the end of our taxable year, based upon our taxable income for the full taxable year and distributions paid for the full taxable year. Therefore, estimates made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. The actual tax characteristics of distributions to stockholders will be reported to stockholders subject to information reporting after the close of each calendar year on Form 1099-DIV.

 

Related Party Fees

 

For the three months ended September 30, 20182019 and 2017,2018, we recorded base management fees of $631,114$820,094 and $444,812,$631,114, respectively. Offsetting these fees were waivers to the base management fees of $220,890$287,033 and $155,685,$220,890, respectively, as set forth within the accompanying statements of operations.

 

For the nine months ended September 30, 20182019 and 2017,2018, we recorded base management fees of $1,792,598$2,367,188 and $1,322,060,$1,792,598, respectively. Offsetting those fees were waivers to the base management fees of $627,408$828,516 and $462,721,$627,408, respectively, as set forth within the accompanying statements of operations.

 

For the three and nine months ended September 30, 2019, we recorded incentive fees of $680,250 and $1,939,486, respectively. Offsetting these fees were waivers to the incentive fees of $543,178 and $1,553,628, respectively, as set forth within the accompanying statements of operations. For the three and nine months ended September 30, 2018, we recorded incentive fees of $517,587 and $1,392,563, respectively. Offsetting these fees were waivers to the incentive fees of $411,767 and $1,142,863, respectively, as set forth within the accompanying statements of operations. For the three and nine months ended September 30, 2017, we recorded incentive fees of $309,149 and $733,773, respectively. Offsetting these fees were waivers to the incentive fees of $273,477 and $654,847, respectively, as set forth within the accompanying statements of operations.

 

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For each of the three months ended September 30, 20182019 and 2017,2018, we recorded administrative fees of $62,500, respectively, as set forth within the accompanying statements of operations. For each of the nine months ended September 30, 20182019 and 2017,2018, we recorded administrative fees of $198,750,$132,500, respectively, as set forth within the accompanying statements of operations.

 

Fees due to related parties as of September 30, 20182019 and December 31, 20172018 on our accompanying statements of assets and liabilities were as follows:

 

  September 30, 2018  December 31, 2017 
Net base management fee due to Adviser $410,224  $309,784 
Net incentive fee due to Adviser  105,820   68,237 
Other expenses due to Adviser(a)  -   153,034 
Total fees due to Adviser, net of waivers  516,044   531,055 
Fee due to Administrator, net of waivers  66,250   66,250 
Total Related Party Fees Due $582,294  $597,305 

  September 30, 2019  December 31, 2018 
Net base management fee due to Adviser $533,061  $424,873 
Net incentive fee due to Adviser  137,072   111,041 
Other expenses due to Adviser(a)  -   - 
Total fees due to Adviser, net of waivers  670,133   535,914 
Fee due to Administrator, net of waivers  66,250   66,250 
Total Related Party Fees Due $736,383  $602,164 

 

(a)Expenses paid on behalf of the Company by the Adviser

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Tender Offers

 

We do not currently intend to list our common stockthe Shares on any securities exchange, and we do not expect a public market for itthem to develop in the foreseeable future. Therefore, stockholders should not expect to be able to sell our common stocktheir Shares promptly or at a desired price. To provide our stockholders with limited liquidity, we may, in the absolute discretion of our Board of Directors, conduct an annual tender offer. Our tenders for the common stock,Shares, if any, would be conducted on such terms as may be determined by our Board of Directors and in accordance with the requirements of applicable law, including Section 23(c) of the 1940 Act and Regulation M under the Exchange Act. We have not commenced any tender offers, and we do not currently intend to conduct any tender offers.

 

CRITICAL ACCOUNTING POLICIES

 

This discussion of our operations is based upon our financial statements, which are prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

 

Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we describe our critical accounting policies in the notes to our financial statements.

 

Valuation of Investments

 

We conduct the valuation of our investments, pursuant to which our net asset value is determined, at all times consistent with GAAP and the 1940 Act. Our Board of Directors, with the assistance of our Audit Committee, determines the fair value of our investments, for investments with a public market and for investments with no readily available public market, on at least a quarterly basis, in accordance with the terms of ASC 820. Our valuation procedures are set forth in more detail below.

 

ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same – to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

 

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ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

The three-level hierarchy for fair value measurement is defined as follows:

Level 1— Inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. We do not adjust the quoted price for these instruments, even in situations where we hold a large position, and a sale could reasonably be expected to impact the quoted price.

 

Level 2— Inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

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Level 3— Inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

 

Pursuant to the framework set forth above, we value securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. We may also obtain quotes with respect to certain of our investments from pricing services, brokers or dealers’ quotes, or counterparty marks in order to value liquid assets that are not traded in active markets.

 

Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, we determine whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined adequate, we use the quote obtained.

 

Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of our Board of Directors, does not represent fair value, are each valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data are available. These valuation techniques vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. The process used to determine the applicable value is as follows: (i) each portfolio company or investment is initially valued by the investment professionals of the Adviser responsible for the portfolio investment using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs; (ii) preliminary valuation conclusions are documented and discussed with our senior management and members of our Adviser’s valuation team; (iii) our Audit Committee reviews the assessments of the Adviser and provides our Board of Directors with recommendations with respect to the fair value of the investments in our portfolio; and (iv) our Board of Directors discusses the valuation recommendations of our Audit Committee and determines the fair value of the investments in our portfolio in good faith based on the input of the Adviser and in accordance with our valuation policy.

 

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Our Audit Committee’s recommendation of fair value is generally based on its assessment of the following factors, as relevant:

 

·the nature and realizable value of any collateral;

 

·call features, put features and other relevant terms of debt;

 

·the portfolio company’s ability to make payments;

 

·the portfolio company’s actual and expected earnings and discounted cash flow;

 

·prevailing interest rates for like securities and expected volatility in future interest rates;

 

·the markets in which the portfolio company does business and recent economic and/or market events; and

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·comparisons to publicly traded securities.

 

Investment performance data utilized are the most recently available as of the measurement date, which in many cases may reflect up to a one quarter lag in information.

 

Securities for which market quotations are not readily available or for which a pricing source is not sufficient may include the following:

 

·private placements and restricted securities that do not have an active trading market;

 

·securities whose trading has been suspended or for which market quotes are no longer available;

 

·debt securities that have recently gone into default and for which there is no current market;

 

·securities whose prices are stale; and

 

·securities affected by significant events.

 

Our Board of Directors is responsible for the determination, in good faith, of the fair value of our portfolio investments.

 

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.

 

Security transactions are recorded on the trade date (date(the date the order to buy or sell is executed or, in the case of privately issued securities, the closing date, which is when all terms of the transactions have been defined). Realized gains and losses on investments are determined based on the identified cost method.

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Refer to Note 3 —Investmentsin the notes to our accompanying financial statements included elsewhere in this quarterly report for additional information regarding fair value measurements and our application of ASC 820.

 

Revenue Recognition

 

We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. OID, market discounts or premiums are accreted or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income.

 

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

 

We measure net realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. 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 realized.

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PIK Interest

 

We may have investments in our portfolio that contain a PIK interest provision. Any PIK interest will be added to the principal balance of such investments and is recorded as income if the portfolio company valuation indicates that such PIK interest is collectible. In order to maintain our status as a RIC, substantially all of this income must be included in the amounts paid out by us to stockholders in the form of dividends, even if we have not collected any cash.

Organization and Offering Expenses

 

We incurred offering costs of $145,358 in prior periods. Our offering costs included legal fees and other costs pertaining to the preparation of the Registration Statement and sale of our shares of common stock. We capitalized these expenses and amortized them on a straight-line basis over a twelve-month period. We did not amortize offering costs for each of the three and nine months ended September 30, 2018 and 2017.

U.S. Federal Income Taxes

 

We have elected to be subject to tax as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to incur any corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute as dividends to our stockholders. To qualify and maintain our qualification as a RIC, we must meet certain source-of-income and asset diversification requirements as well as distribute dividends to our stockholders each taxable year of an amount generally at least equal to 90% of our investment company taxable income, determined without regard to any distributions paid.

 

Depending on the level of taxable income earned in a taxable year, we may choose to retain taxable income in excess of current year distributions into the next taxable year. We would then incur a 4% excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income may exceed estimated current year distributions, we will accrue an excise tax, if any, on estimated excess taxable income as taxable income is earned. We did not accrue any excise tax for the fiscal years ended December 31, 2018, 2017, 2016, and 2015.2016.

 

Because U.S. federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. Permanent differences may also result from differences in classification in certain items, such as the treatment of short-term gains as ordinary income for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

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We evaluate tax positions taken or expected to be taken in the course of preparing our financial statements to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current fiscal year. All penalties and interest associated with any income taxes accrued are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax law, regulations and interpretations thereof. Our accounting policy on income taxes is critical because if we are unable to qualify, or once qualified, maintain our tax status as a RIC, we would be required to record a provision for corporate-level U.S. federal income taxes, as well as any related state or local taxes which may be significant to our financial results.

 

COMMITMENTS AND CONTINGENCIES

 

From time to time, we, or the Adviser, may become party to legal proceedings in the ordinary course of business, including proceedings related to the enforcement of our rights under contracts with our portfolio companies. Neither we nor the Adviser is currently subject to any material legal proceedings.

 

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Unfunded commitments to provide funds to portfolio companies are not reflected in our accompanying statements of assets and liabilities. Our unfunded commitments may be significant from time to time. These commitments are subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that we hold. Since these commitments may expire without being drawn, the total commitment amount does not necessarily represent future cash requirements. We use cash flow from normal and early principal repayments and proceeds from borrowings and offerings to fund these commitments. As of September 30, 2018,2019, we had fourteensixteen investments with unfunded commitments of $3,308,130.$4,521,614. As of December 31, 2017,2018, we had ten investments with unfunded commitments of $3,715,461.$2,225,517. We believe that, as of September 30, 20182019 and December 31, 2017,2018, we had sufficient assets to adequately cover any obligations under our unfunded commitments.

 

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are subject to financial market risks, including changes in interest rates. 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. As of September 30, 20182019 and December 31, 2017,2018, all of our investments included variable rates with a minimum guaranteed rate, or floor, and bore interest at the minimum guaranteed rate.

 

Assuming that the accompanying statement of assets and liabilities as of September 30, 20182019 was to remain constant and that we took no actions to alter interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates.

 

Increase (decrease) in
Change in interest rates Increase (decrease) in
investment income		 
Down 300 basis points  (3,195,3794,640,015)
Down 200 basis points  (3,151,6504,619,187)
Down 100 basis points  (2,406,6883,256,538)
Up 100 basis points  2,406,6883,256,538 
Up 200 basis points  4,813,3766,513,076 
Up 300 basis points  7,220,0659,769,613 

 

Although we believe that this measure is indicative of our sensitivity to interest rate changes, it does not reflect potential changes in the credit market, credit quality, size and composition of the assets on the Consolidated Statements of Assets and Liabilities and other business developments that could affect our net increase in net assets resulting from operations or net investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown above.

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In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.

 

We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

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ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

As of September 30, 2018,2019, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness and design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective at a reasonable assurance level in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, of material information about us required to be included in periodic SEC filings. However, in evaluation of 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 possible controls and procedures.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II–OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are not currently subject to any material legal proceeding, nor, to our knowledge, is any material legal proceeding threatened against us.

 

From time to time, we, our Adviser or Administrator 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 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.

 

From time to time, we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us.

 

ITEM 1A. RISK FACTORS

 

In addition to the risks discussed below, important risk factors that could cause results or events to differ from current expectations are described in Part I, Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 20172018 filed with the SEC on March 16, 2018.18, 2019.

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RecentlyLegislation passed legislation may allowin 2018 allows us to incur additional leverage and would require us to offer liquidity to our stockholders.

 

Under the 1940 Act, a BDC generally is required to maintain asset coverage of 200% for senior securities representing indebtedness (such as borrowings from banks or other financial institutions) or stock (such as preferred stock). The Small Business Credit Availability Act, which was signed into law on March 23, 2018, provides that a BDC’s required asset coverage under the 1940 Act may be reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity). This reduction in asset coverage would permitpermits a BDC to double the amount of leverage it may utilize, subject to certain approval, timing and reporting requirements, including either stockholder approval or approval of a majority of the directors who are not “interested persons” (as defined in the 1940 Act) of the BDC and who have no financial interest in the arrangement. As a result, if we receive the relevant approval and we comply with the applicable disclosure requirements, we would be able to incur additional leverage, which may increase the risk of investing in us. In addition, since our base management fee is payable based upon our average adjusted gross assets, which includes any borrowings for investment purposes, our base management fee expenses may increase if we incur additional leverage.

 

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We have not commenced any tender offers, and we do not currently intend to conduct any tender offers. As a non-traded BDC, however, if we receive the relevant approval to increase our authorized leverage, we will be required to offer our stockholders the opportunity to sell their shares of common stockShares over the next year following the calendar quarter in which the approval was obtained. The timing and method for such offers has not been determined at this time.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Not applicable.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

Not applicable.

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ITEM 6. EXHIBITS

 

3.1Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 (File no. 000-55426), filed on April 17, 2015).

3.2Form of Bylaws (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 (File no. 000-55426), filed on April 17, 2015).

11.110.1*ComputationSubscription Agreement, dated as of per share earnings (included inSeptember 23, 2019, by and between the notes to the financial statements included in this report).Company and Mercer Audax Credit Feeder Fund LP.

31.131.1*Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

31.231.2*Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

32.132.1*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, as amended (18 U.S.C. 1350).

 
32.232.2*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, as amended (18 U.S.C. 1350).

 
99.1Code of Ethics (Incorporated by reference to Exhibit 99.1 to Pre-Effective Amendment No. 1 to the Registration Statement on Form 10, File No. 000-55426, filed on June 5, 2015).

 

*             Filed herewith

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SIGNATURES

 

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

 

 

Audax Credit BDC Inc.

   
 
Date: November 14, 20182019By:

/s/ Michael P. McGonigle

  Michael P. McGonigle
  Chief Executive Officer

 

Date: November 14, 20182019 By:

/s/ Richard T. Joseph

  Richard T. Joseph
  Chief Financial Officer

 

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