6

0001550453 trilinc:DairyFarmsMember 2022-09-30

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the Quarterly Period Ended September 30, 20172022

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 000-55432

 

TriLinc Global Impact Fund, LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware

36-4732802

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1230 Rosecrans Avenue, Suite 605,

Manhattan Beach, CA 90266

(Address of principal executive offices)

(310) 997-0580

(Registrant’s telephone number, including area code)

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

 

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       No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

  (Do not check if a smaller reporting company)☒  

Smaller reporting company

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with 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  

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

None

None

None

 

As of November 10, 2017,14, 2022, the Company had outstanding 18,242,64518,241,527 Class A units, 8,370,0857,867,807 Class C units, 10,403,85810,481,106 Class I units, 024,555 Class W units, and 896,6082,696,853 Class Y units, and 8,423,851 Class Z units.

 


Table of Contents

 

Part I. Financial Information

 

1

 

 

 

Item 1. Consolidated Financial Statements

 

1

 

 

 

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

 

1

 

 

 

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

 

2

 

 

 

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

 

3

 

 

 

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

 

4

 

 

 

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

 

5-8

 

 

 

Notes to Consolidated Financial Statements (unaudited)

 

98

 

 

 

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

 

3034

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

43

Item 4. Controls and Procedures

43

Part II. Other Information

44

Item 1. Legal Proceedings

44

Item 1A. Risk Factors

44

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

44

Item 3. Defaults Upon Senior Securities

 

45

 

 

 

Item 4. Controls and ProceduresMine Safety Disclosures

 

45

 

 

 

Part II.Item 5. Other Information

 

4645

 

 

 

Item 1. Legal Proceedings6. Exhibits

 

46

Item 1A. Risk Factors

46

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

46

Item 3. Defaults Upon Senior Securities

47

Item 4. Mine Safety Disclosures

47

Item 5. Other Information

47

Item 6. Exhibits

47

 

 

 

 


Part

Part I. Financial Information

Item 1. Consolidated Financial Statements.

TriLinc Global Impact Fund, LLC

Consolidated Statements of Assets and Liabilities

 

 

As of

 

 

September 30,

 

 

December 31,

 

 

As of

 

 

2017

 

 

2016

 

 

September 30,

 

 

December 31,

 

 

(Unaudited)

 

 

 

 

 

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

Investments owned, at fair value (amortized cost of $312,423,713 and $203,854,890, respectively)

 

$

312,364,636

 

 

$

203,795,813

 

Investments owned, at fair value (amortized cost of $349,248,070 and

$343,249,977, respectively)

 

$

296,735,228

 

 

$

301,603,725

 

Cash

 

 

10,859,240

 

 

 

44,790,312

 

 

 

1,170,078

 

 

 

16,795,342

 

Interest receivable

 

 

9,629,592

 

 

 

6,866,432

 

 

 

30,547,193

 

 

 

26,523,185

 

Due from affiliates (see Note 5)

 

 

4,063,517

 

 

 

3,175,656

 

 

 

4,240,231

 

 

 

4,240,231

 

Prepaid expenses

 

 

108,390

 

 

 

50,122

 

Other assets

 

 

1,132,377

 

 

 

1,048,606

 

Total assets

 

 

337,025,375

 

 

 

258,678,335

 

 

 

333,825,107

 

 

 

350,211,089

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due to unitholders

 

 

1,181,228

 

 

 

934,805

 

 

 

1,305,927

 

 

 

1,399,510

 

Management fee payable

 

 

1,658,315

 

 

 

1,166,147

 

 

 

1,947,857

 

 

 

1,727,974

 

Incentive fee payable

 

 

574,501

 

 

 

 

 

 

995,962

 

 

 

141,685

 

Notes payable

 

 

17,360,000

 

 

 

1,635,000

 

Note payable

 

 

 

 

 

5,000,000

 

Unit repurchases payable

 

 

1,964,876

 

 

 

2,158,255

 

 

 

1,619,293

 

 

 

1,712,444

 

Due to affiliates (see Note 5)

 

 

 

 

 

68,312

 

Accrued distribution and other fees

 

 

1,961,000

 

 

 

1,907,000

 

 

 

428,000

 

 

 

446,000

 

Other payables

 

 

255,431

 

 

 

52,901

 

 

 

2,095,609

 

 

 

1,058,419

 

Total liabilities

 

 

24,955,351

 

 

 

7,922,420

 

 

 

8,392,648

 

 

 

11,486,032

 

Commitments and Contingencies (see Note 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET ASSETS

 

$

312,070,024

 

 

$

250,755,915

 

 

$

325,432,459

 

 

$

338,725,057

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANALYSIS OF NET ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net capital paid in on Class A units

 

$

162,281,834

 

 

$

138,912,711

 

 

$

132,526,693

 

 

$

137,132,359

 

Net capital paid in on Class C units

 

 

74,193,251

 

 

 

59,498,965

 

 

 

56,747,842

 

 

 

58,788,598

 

Net capital paid in on Class I units

 

 

90,161,060

 

 

 

66,887,930

 

 

 

76,100,106

 

 

 

79,540,368

 

Net capital paid in on Class W units

 

 

177,773

 

 

 

184,742

 

Net capital paid in on Class Y units

 

 

2,513,410

 

 

 

 

 

 

19,631,862

 

 

 

20,397,391

 

Net capital paid in on Class Z units

 

 

57,603,585

 

 

 

59,999,307

 

Offering costs

 

 

(17,079,531

)

 

 

(14,543,691

)

 

 

(17,355,402

)

 

 

(17,317,708

)

Net assets (equivalent to $8.507 and $8.469, respectively per unit based

on total units outstanding of 36,914,426 and 29,607,381, respectively)

 

$

312,070,024

 

 

$

250,755,915

 

Net assets, Class A (units outstanding of 18,185,979 and 15,391,991, respectively)

 

$

153,867,563

 

 

$

131,351,882

 

Net assets, Class C (units outstanding of 8,313,782 and 6,803,985, respectively)

 

 

70,346,638

 

 

 

56,156,722

 

Net assets, Class I (units outstanding of 10,117,022 and 7,411,405, respectively)

 

 

85,480,126

 

 

 

63,247,311

 

Net assets, Class Y (units outstanding of 297,643 and 0, respectively)

 

 

2,375,697

 

 

 

 

Net assets (equivalent to $6.838 and $7.123, respectively per unit based

on total units outstanding of 47,653,286 and 47,619,327, respectively)

 

$

325,432,459

 

 

$

338,725,057

 

Net assets, Class A (units outstanding of 18,202,815 and 18,128,699, respectively)

 

$

124,473,629

 

 

$

129,122,569

 

Net assets, Class C (units outstanding of 7,850,611 and 7,827,952, respectively)

 

 

53,274,672

 

 

 

55,329,980

 

Net assets, Class I (units outstanding of 10,454,978 and 10,517,764, respectively)

 

 

71,474,743

 

 

 

74,893,312

 

Net assets, Class W (units outstanding of 24,555 and 24,555, respectively)

 

 

166,910

 

 

 

173,893

 

Net assets, Class Y (units outstanding of 2,696,476 and 2,696,506, respectively)

 

 

18,438,920

 

 

 

19,205,996

 

Net assets, Class Z (units outstanding of 8,423,851 and 8,423,851, respectively)

 

 

57,603,585

 

 

 

59,999,307

 

NET ASSETS

 

$

312,070,024

 

 

$

250,755,915

 

 

$

325,432,459

 

 

$

338,725,057

 

See accompanying notes to the consolidated financial statements.


TriLinc Global Impact Fund, LLC

Consolidated Statements of Operations

(Unaudited)

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

INVESTMENT INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

8,786,055

 

 

$

9,069,603

 

 

$

26,631,208

 

 

$

27,684,145

 

Interest from cash

 

 

 

 

 

3,703

 

 

 

3,481

 

 

 

41,002

 

Total investment income

 

 

8,786,055

 

 

 

9,073,306

 

 

 

26,634,689

 

 

 

27,725,147

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management fees

 

 

1,641,882

 

 

 

1,758,565

 

 

 

4,987,817

 

 

 

5,337,777

 

Incentive fees

 

 

995,962

 

 

 

1,049,785

 

 

 

3,151,543

 

 

 

3,178,782

 

Professional fees

 

 

819,457

 

 

 

601,923

 

 

 

2,345,583

 

 

 

1,923,730

 

General and administrative expenses

 

 

340,189

 

 

 

362,157

 

 

 

901,573

 

 

 

1,040,902

 

Interest expense

 

 

 

 

 

48,319

 

 

 

11,169

 

 

 

143,381

 

Board of managers fees

 

 

64,375

 

 

 

64,375

 

 

 

193,125

 

 

 

193,125

 

Total expenses

 

 

3,861,865

 

 

 

3,885,124

 

 

 

11,590,810

 

 

 

11,817,697

 

NET INVESTMENT INCOME

 

 

4,924,190

 

 

 

5,188,182

 

 

 

15,043,879

 

 

 

15,907,450

 

Net change in unrealized depreciation on investments

 

 

(1,967,920

)

 

 

(3,047,884

)

 

 

(10,866,588

)

 

 

(11,579,186

)

Realized loss on investments

 

 

 

 

 

 

 

 

 

 

 

(909,584

)

Foreign exchange loss

 

 

 

 

 

(7,071

)

 

 

 

 

 

(10,699

)

NET CHANGE IN NET ASSETS RESULTING FROM

   OPERATIONS

 

$

2,956,270

 

 

$

2,133,227

 

 

$

4,177,291

 

 

$

3,407,981

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME PER UNIT - BASIC AND

   DILUTED

 

$

0.10

 

 

$

0.11

 

 

$

0.32

 

 

$

0.34

 

EARNINGS PER UNIT - BASIC AND DILUTED

 

$

0.06

 

 

$

0.04

 

 

$

0.09

 

 

$

0.07

 

WEIGHTED AVERAGE UNITS OUTSTANDING - BASIC

   AND DILUTED

 

 

47,653,286

 

 

 

47,436,977

 

 

 

47,721,878

 

 

 

47,155,072

 

See accompanying notes to the consolidated financial statements.

 

 


1


TriLinc Global Impact Fund, LLC

Consolidated Statements of Operations

(Unaudited)

 

 

Three months ended

 

 

Nine months ended

 

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

INVESTMENT INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

9,659,965

 

 

$

6,356,418

 

 

$

23,039,392

 

 

$

14,322,752

 

Interest from cash

 

 

82,008

 

 

 

58,767

 

 

 

331,827

 

 

 

215,016

 

Total investment income

 

 

9,741,973

 

 

 

6,415,185

 

 

 

23,371,219

 

 

 

14,537,768

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

 

1,658,314

 

 

 

1,122,904

 

 

 

4,721,832

 

 

 

2,913,146

 

Incentive fees

 

 

1,447,154

 

 

 

971,204

 

 

 

3,276,012

 

 

 

2,367,279

 

Professional fees

 

 

254,790

 

 

 

150,309

 

 

 

923,991

 

 

 

692,004

 

General and administrative expenses

 

 

323,273

 

 

 

239,075

 

 

 

989,505

 

 

 

677,190

 

Interest expense

 

 

215,449

 

 

 

-

 

 

 

256,540

 

 

 

-

 

Board of managers fees

 

 

54,375

 

 

 

46,875

 

 

 

163,125

 

 

 

140,625

 

Total expenses

 

 

3,953,355

 

 

 

2,530,367

 

 

 

10,331,005

 

 

 

6,790,244

 

Expense support payment from Sponsor

 

 

(872,653

)

 

 

(622,347

)

 

 

(3,831,414

)

 

 

(3,740,015

)

Net expenses

 

 

3,080,702

 

 

 

1,908,020

 

 

 

6,499,591

 

 

 

3,050,229

 

NET INVESTMENT INCOME

 

 

6,661,271

 

 

 

4,507,165

 

 

 

16,871,628

 

 

 

11,487,539

 

Net change in unrealized depreciation on investments

 

 

 

 

 

 

 

 

 

 

 

(59,077

)

NET INCREASE IN NET ASSETS RESULTING  FROM OPERATIONS

 

$

6,661,271

 

 

$

4,507,165

 

 

$

16,871,628

 

 

$

11,428,462

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME PER UNITS - BASIC AND DILUTED

 

$

0.18

 

 

$

0.20

 

 

$

0.49

 

 

$

0.56

 

EARNINGS PER UNITS - BASIC AND DILUTED

 

$

0.18

 

 

$

0.20

 

 

$

0.49

 

 

$

0.56

 

WEIGHTED AVERAGE UNITS OUTSTANDING - BASIC AND DILUTED

 

 

36,665,626

 

 

 

23,074,683

 

 

 

34,744,363

 

 

 

20,576,797

 

See accompanying notes to the consolidated financial statements.

2


TriLinc Global Impact Fund, LLC

Consolidated Statements of Changes in Net Assets

(Unaudited)

 

 

Nine Months Ended

 

 

For the Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

INCREASE FROM OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

$

16,871,628

 

 

$

11,487,539

 

 

$

15,043,879

 

 

$

15,907,450

 

Foreign exchange loss

 

 

 

 

 

(10,699

)

Net change in unrealized depreciation on investments

 

 

 

 

 

(59,077

)

 

 

(10,866,588

)

 

 

(11,579,186

)

Realized loss on investments

 

 

 

 

 

(909,584

)

Net increase from operations

 

 

16,871,628

 

 

 

11,428,462

 

 

 

4,177,291

 

 

 

3,407,981

 

DECREASE FROM DISTRIBUTIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to Class A unitholders

 

 

(9,426,222

)

 

 

(6,224,615

)

 

 

(6,773,924

)

 

 

(7,642,989

)

Distributions to Class C unitholders

 

 

(4,235,682

)

 

 

(1,848,115

)

 

 

(2,879,275

)

 

 

(3,315,396

)

Distributions to Class I unitholders

 

 

(4,976,674

)

 

 

(3,339,374

)

 

 

(3,921,089

)

 

 

(4,430,340

)

Distributions to Class W unitholders

 

 

(8,242

)

 

 

(9,418

)

Distributions to Class Y unitholders

 

 

(28,456

)

 

 

 

 

 

(1,010,792

)

 

 

(945,866

)

Distributions to Class Z unitholders

 

 

(3,138,305

)

 

 

(3,561,951

)

Net decrease from distributions

 

 

(18,667,034

)

 

 

(11,412,104

)

 

 

(17,731,627

)

 

 

(19,905,960

)

INCREASE FROM CAPITAL TRANSACTIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of Class A units

 

 

27,716,101

 

 

 

43,872,717

 

 

 

2,450,501

 

 

 

2,924,911

 

Issuance of Class C units

 

 

13,970,490

 

 

 

43,992,197

 

 

 

1,145,785

 

 

 

434,851

 

Issuance of Class I units

 

 

28,009,931

 

 

 

11,893,457

 

 

 

1,623,873

 

 

 

2,779,123

 

Issuance of Class Y units

 

 

2,543,399

 

 

 

 

 

 

317,837

 

 

 

5,161,177

 

Repurchase of units

 

 

(6,540,566

)

 

 

(8,204,619

)

Class C units distribution fee

 

 

(54,000

)

 

 

(1,759,000

)

Repurchase of Class A units

 

 

(1,914,861

)

 

 

(2,127,445

)

Repurchase of Class C units

 

 

(978,235

)

 

 

(1,327,153

)

Repurchase of Class I units

 

 

(2,051,816

)

 

 

(2,353,080

)

Repurchase of Class Y units

 

 

(311,652

)

 

 

(311,548

)

Offering costs

 

 

(2,535,840

)

 

 

(5,322,398

)

 

 

(37,694

)

 

 

(79,901

)

Distribution and other fees

 

 

18,000

 

 

 

28,000

 

Net increase from capital transactions

 

 

63,109,515

 

 

 

84,472,354

 

 

 

261,738

 

 

 

5,128,935

 

NET INCREASE IN NET ASSETS

 

 

61,314,109

 

 

 

84,488,712

 

NET CHANGE IN NET ASSETS

 

 

(13,292,598

)

 

 

(11,369,044

)

Net assets at beginning of period

 

 

250,755,915

 

 

 

138,620,607

 

 

 

338,725,057

 

 

 

355,273,630

 

Net assets at end of period

 

$

312,070,024

 

 

$

223,109,319

 

 

$

325,432,459

 

 

$

343,904,586

 

See accompanying notes to the consolidated financial statements.

3


TriLinc Global Impact Fund, LLC

Consolidated Statements of Cash Flows

(Unaudited)

 

 

Nine Months Ended

 

 

For the Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

16,871,628

 

 

$

11,428,462

 

ADJUSTMENT TO RECONCILE NET INCREASE IN NET ASSETS RESULTING

FROM OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

4,177,291

 

 

$

3,407,981

 

ADJUSTMENT TO RECONCILE NET CHANGE IN NET ASSETS RESULTING

FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING

ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of investments

 

 

(255,465,273

)

 

 

(185,153,644

)

 

 

 

 

 

(52,319,912

)

Maturity of investments

 

 

148,468,117

 

 

 

117,906,927

 

Proceeds from disposition of investments

 

 

10,808,724

 

 

 

25,869,766

 

Payment-in-kind interest

 

 

(667,792

)

 

 

 

 

 

(15,857,638

)

 

 

(15,640,421

)

Net change in unrealized depreciation on investments

 

 

 

 

 

59,077

 

 

 

10,866,588

 

 

 

11,579,186

 

Realized loss on investments

 

 

 

 

 

909,584

 

Foreign exchange loss

 

 

 

 

 

10,699

 

Accretion of discounts on investments

 

 

(903,875

)

 

 

(204,010

)

 

 

(949,177

)

 

 

(1,066,132

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Increase in interest receivable

 

 

(2,763,160

)

 

 

(1,493,218

)

 

 

(4,024,008

)

 

 

(4,147,520

)

Increase in due from affiliates

 

 

(887,861

)

 

 

(851,829

)

Increase in prepaid expenses

 

 

(58,268

)

 

 

(2,916

)

Increase in due to unitholders

 

 

246,423

 

 

 

285,021

 

Increase in management and incentive fees payable

 

 

1,066,669

 

 

 

1,335,900

 

Increase in other payable

 

 

202,530

 

 

 

24,769

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(93,890,862

)

 

 

(56,665,461

)

Increase in other assets

 

 

(83,771

)

 

 

(513,235

)

Decrease in due to unitholders

 

 

(93,583

)

 

 

(276,280

)

Increase (Decrease) in management and incentive fees payable

 

 

1,074,160

 

 

 

(223,732

)

Increase (Decrease) in other payables

 

 

1,037,190

 

 

 

(60,720

)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

6,955,776

 

 

 

(32,470,736

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net proceeds from issuance of units

 

 

63,918,126

 

 

 

94,821,463

 

 

 

294,496

 

 

 

5,149,633

 

Distributions paid to unitholders

 

 

(10,345,239

)

 

 

(6,475,196

)

 

 

(12,488,127

)

 

 

(13,755,530

)

Repayment of debt

 

 

(5,000,000

)

 

 

 

Payments of offering costs

 

 

(2,604,152

)

 

 

(5,690,400

)

 

 

(37,694

)

 

 

(79,901

)

Repurchase of units

 

 

(6,733,945

)

 

 

(4,727,281

)

 

 

(5,349,715

)

 

 

(6,540,429

)

Proceeds from issuance of notes payable

 

 

15,725,000

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

59,959,790

 

 

 

77,928,586

 

TOTAL INCREASE (DECREASE) IN CASH

 

 

(33,931,072

)

 

 

21,263,125

 

NET CASH USED IN FINANCING ACTIVITIES

 

 

(22,581,040

)

 

 

(15,226,227

)

TOTAL DECREASE IN CASH

 

 

(15,625,264

)

 

 

(47,696,963

)

Cash at beginning of period

 

 

44,790,312

 

 

 

33,246,769

 

 

 

16,795,342

 

 

 

55,002,776

 

Cash at end of period

 

$

10,859,240

 

 

$

54,509,894

 

 

$

1,170,078

 

 

$

7,305,813

 

Supplemental information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

$

57,374

 

 

$

-

 

Cash paid for interest during the period

 

$

11,169

 

 

$

143,381

 

Supplemental non-cash information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of units in connection with distribution reinvestment plan

 

$

8,321,794

 

 

$

4,936,908

 

 

$

5,243,500

 

 

$

6,150,429

 

Change in accrual of Class C unit distribution fee

 

$

54,000

 

 

$

1,759,000

 

Change in accrual of distribution and other fees

 

$

(18,000

)

 

$

(28,000

)

See accompanying notes to the consolidated financial statements.

 

 

 


4


TriLinc Global Impact Fund, LLC

Consolidated Schedule of Investments

As of September 30, 20172022

(Unaudited)

 

Investment Type / Country

 

Portfolio Company

 

Sector

 

Description

 

Interest

 

 

Fees (2)

 

 

Maturity (3)

 

Principal

Amount

 

 

Participation % (4)

 

 

Amortized Cost

 

 

Fair Value

 

 

% of Net Assets

 

Senior Secured Term Loan (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

Other Investments (13)

 

Programming and Data Processing

 

IT Service Provider

 

 

13.50%

 

 

 

2.0

%

 

10/31/2019

 

$

14,066,706

 

 

N/A

 

 

$

14,034,469

 

 

$

14,034,469

 

 

 

4.5

%

China

 

Other Investments (14)

 

Secondary Nonferrous Metals

 

Minor Metals Resource Trader

 

 

12.00%

 

 

 

0.0

%

 

6/22/2021

 

 

10,000,000

 

 

N/A

 

 

 

10,000,000

 

 

 

10,000,000

 

 

 

3.2

%

Columbia

 

Other Investments (13)

 

Personal Credit Institutions

 

Consumer Lender

 

 

11.50%

 

 

 

0.0

%

 

8/1/2021

 

 

1,479,786

 

 

N/A

 

 

 

1,479,786

 

 

 

1,479,786

 

 

 

0.5

%

Indonesia

 

Other Investments (14)

 

Primary Nonferrous Metals

 

Tin Producer

 

 

12.00%

 

 

 

0.0

%

 

6/30/2020

 

 

2,372,297

 

 

N/A

 

 

 

2,372,297

 

 

 

2,372,297

 

 

 

0.8

%

Malaysia

 

Other Investments (14)

 

Chemicals and Allied Products

 

Wholesale Distributor

 

 

12.00%

 

 

 

0.0

%

 

6/30/2020

 

 

15,000,000

 

 

N/A

 

 

 

15,000,000

 

 

 

15,000,000

 

 

 

4.8

%

New Zealand

 

Other Investments (12)

 

Logging

 

Sustainable Timber Exporter

 

 

11.50%

 

 

 

0.0

%

 

2/10/2021

 

 

3,700,000

 

 

N/A

 

 

 

3,700,000

 

 

 

3,700,000

 

 

 

1.2

%

Peru

 

Pure Biofuels del Peru S.A.C. (10), (16)

 

Bulk Fuel Stations and Terminals

 

Clean Diesel Distributor

 

 

11.50%

 

 

 

0.0

%

 

8/1/2019

 

 

15,000,000

 

 

N/A

 

 

 

16,259,084

 

 

 

16,259,084

 

 

 

5.2

%

Total Senior Secured Term Loan (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

62,845,636

 

 

 

62,845,636

 

 

 

20.2

%

Senior Secured Term Loan Participations (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

Usivale Industria E Commercio (6)

 

Agricultural Products

 

Sugar Producer

 

 

12.43%

 

 

 

0.0

%

 

2/28/2021

 

 

2,851,296

 

 

 

100%

 

 

 

2,851,296

 

 

 

2,851,296

 

 

 

0.9

%

Cabo Verde

 

TRG Cape Verde Holdings Limited (14)

 

Hotels and Motels

 

Hospitality Service Provider

 

 

13.50%

 

 

 

0.0

%

 

8/21/2021

 

 

15,667,791

 

 

 

100%

 

 

 

15,667,791

 

 

 

15,667,791

 

 

 

5.0

%

Ghana

 

Other Investments (14)

 

Petroleum and Petroleum Products

 

Tank Farm Operator

 

 

12.00%

 

 

 

0.0

%

 

8/10/2021

 

 

15,500,000

 

 

 

100%

 

 

 

15,500,000

 

 

 

15,500,000

 

 

 

5.0

%

Indonesia

 

PT Titan Mining Indonesia (14)

 

Street Construction

 

Infrastructure and Logistics Provider

 

 

18.00%

 

 

 

0.0

%

 

11/22/2019

 

 

12,273,000

 

 

 

100%

 

 

 

12,218,917

 

 

 

12,218,917

 

 

 

3.9

%

Indonesia

 

Other Investments (16)

 

Metals & Mining

 

Vessel Operator

 

 

11.00%

 

 

 

0.0

%

 

3/5/2018 - 6/8/2020

 

 

5,332,336

 

 

 

100%

 

 

 

5,332,336

 

 

 

5,332,336

 

 

 

1.7

%

Kenya

 

Other Investments (14)

 

Freight Transportation Arrangement

 

Freight and Cargo Transporter

 

 

12.80%

 

 

 

0.0

%

 

3/31/2023

 

 

15,000,000

 

 

 

59%

 

 

 

15,000,000

 

 

 

15,000,000

 

 

 

4.8

%

Namibia

 

Trustco Group Limited (7)

 

Land Subdividers and Developers

 

Property Developer

 

 

12.50%

 

 

 

0.0

%

 

8/15/2021

 

 

15,000,000

 

 

 

100%

 

 

 

14,874,108

 

 

 

14,874,108

 

 

 

4.8

%

Nigeria

 

Other Investments (8)

 

Water Transportation

 

Marine Logistics Provider

 

 

16.42%

 

 

 

0.8

%

 

9/16/2020

 

 

13,591,070

 

 

 

100%

 

 

 

13,531,903

 

 

 

13,531,903

 

 

 

4.3

%

Peru

 

Corporacion Prodesa S.R.L. (5)

 

Consumer Products

 

Diaper Manufacturer

 

12.00% - 13.00%

 

 

 

0.0

%

 

7/28/2021

 

 

5,080,000

 

 

 

100%

 

 

 

5,080,000

 

 

 

5,080,000

 

 

 

1.6

%

South Africa

 

Other Investments (14)

 

Rental of Railroad Cars

 

Railway Equipment Provider

 

 

12.00%

 

 

 

0.0

%

 

1/31/2020

 

 

3,513,291

 

 

 

84%

 

 

 

3,513,291

 

 

 

3,513,291

 

 

 

1.1

%

Zambia

 

Other Investments (14)

 

Soap, Detergents, and Cleaning

 

FMCG Manufacturer

 

 

11.00%

 

 

 

0.0

%

 

11/16/2019

 

 

1,511,446

 

 

 

15%

 

 

 

1,511,446

 

 

 

1,511,446

 

 

 

0.5

%

Total Senior Secured Term Loan Participations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

105,081,088

 

 

 

105,081,088

 

 

 

33.6

%

Senior Secured Trade Finance Participations (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Argentina

 

Other Investments (15), (18)

 

Agricultural Products

 

Agriculture Distributor

 

 

9.00%

 

 

 

0.0

%

 

12/31/2017

 

 

12,500,000

 

 

 

83%

 

 

 

12,500,000

 

 

 

12,500,000

 

 

 

4.0

%

Argentina

 

Other Investments (15), (19)

 

Consumer Products

 

Dairy Co-Operative

 

 

10.67%

 

 

 

0.0

%

 

9/30/2018

 

 

6,000,000

 

 

 

17%

 

 

 

6,000,000

 

 

 

6,000,000

 

 

 

1.9

%

Argentina

 

Other Investments (16)

 

Meat, Poultry & Fish

 

Beef Exporter

 

 

11.50%

 

 

 

0.0

%

 

11/29/2017

 

 

9,000,000

 

 

 

32%

 

 

 

9,000,000

 

 

 

9,000,000

 

 

 

2.9

%

Argentina

 

Other Investments (16)

 

Fats and Oils

 

Oilseed Distributor

 

8.75% - 9.00%

 

 

 

0.0

%

 

8/31/2017 - 2/22/2018

 

 

12,000,000

 

 

 

100%

 

 

 

12,000,000

 

 

 

12,000,000

 

 

 

3.8

%

Chile

 

Other Investments (15)

 

Farm Products

 

Chia Seed Exporter

 

 

10.90%

 

 

 

0.0

%

 

3/4/2018

 

 

1,326,687

 

 

 

100%

 

 

 

1,326,687

 

 

 

1,326,687

 

 

 

0.4

%

Ecuador

 

Other Investments (15)

 

Fresh or Frozen Packaged Fish

 

Shrimp Exporter

 

 

9.25%

 

 

 

0.0

%

 

9/4/2018 - 10/22/2018

 

 

2,087,005

 

 

 

62%

 

 

 

2,087,005

 

 

 

2,087,005

 

 

 

0.7

%

Ecuador

 

Other Investments (15)

 

Commercial Fishing

 

Fish Processor & Exporter

 

 

9.00%

 

 

 

0.0

%

 

8/18/2018

 

 

437,814

 

 

 

100%

 

 

 

437,814

 

 

 

437,814

 

 

 

0.1

%

Ghana

 

Genser Energy Ghana Ltd. (17), (21)

 

Electric Services

 

Power Producer

 

 

11.50%

 

 

 

0.0

%

 

2/21/2018 - 6/1/2018

 

 

11,500,000

 

 

 

47%

 

 

 

11,500,000

 

 

 

11,500,000

 

 

 

3.7

%

Guatemala

 

Other Investments (11)

 

Farm Products

 

Sesame Seed Exporter

 

 

12.00%

 

 

 

0.0

%

 

3/31/2016

 

 

907,565

 

 

 

24%

 

 

 

907,565

 

 

 

907,565

 

 

 

0.3

%

Hong Kong

 

Other Investments (16)

 

Telephone and Telegraph Apparatus

 

Mobile Phone Distributor

 

 

10.00%

 

 

 

0.0

%

 

10/29/2017 - 12/28/2017

 

 

8,322,775

 

 

 

72%

 

 

 

8,322,775

 

 

 

8,322,775

 

 

 

2.7

%

Hong Kong

 

Other Investments (17)

 

Coal and Other Minerals and Ores

 

Non-Ferrous Metal Trader

 

 

9.50%

 

 

 

0.0

%

 

1/4/2018 - 2/19/2018

 

 

15,000,000

 

 

 

100%

 

 

 

15,000,000

 

 

 

15,000,000

 

 

 

4.8

%

Hong Kong

 

Other Investments (16)

 

Coal and Other Minerals and Ores

 

Resource Trader

 

 

10.00%

 

 

 

0.0

%

 

11/16/2017 - 12/6/2017

 

 

13,600,000

 

 

 

100%

 

 

 

13,600,000

 

 

 

13,600,000

 

 

 

4.4

%

Mauritius

 

Other Investments (17)

 

Groceries and Related Products

 

Vanilla Exporter

 

 

11.82%

 

 

 

0.0

%

 

11/23/2017

 

 

1,476,825

 

 

 

36%

 

 

 

1,476,825

 

 

 

1,476,825

 

 

 

0.5

%

Mauritius

 

Other Investments (17)

 

Agricultural Products

 

Agricultural Products Exporter

 

 

7.50%

 

 

 

0.0

%

 

2/28/2018

 

 

5,000,000

 

 

 

12%

 

 

 

5,000,000

 

 

 

5,000,000

 

 

 

1.6

%

Morocco

 

Other Investments (17)

 

Secondary Nonferrous Metals

 

Scrap Metal Recycler

 

 

11.00%

 

 

 

0.0

%

 

7/17/2018

 

 

7,349,626

 

 

 

79%

 

 

 

7,349,626

 

 

 

7,349,626

 

 

 

2.4

%

5


Investment Type / Country

 

Portfolio Company

 

Sector

 

Description

 

Interest

 

 

Fees (2)

 

 

Maturity (3)

 

Principal

Amount

 

 

Participation % (4)

 

 

Amortized Cost

 

 

Fair Value

 

 

% of Net Assets

 

Namibia

 

Other Investments (16)

 

Packaged Foods & Meats

 

Consumer Goods Distributor

 

 

12.00%

 

 

 

0.0

%

 

10/29/2017

 

 

500,000

 

 

 

25%

 

 

 

500,000

 

 

 

500,000

 

 

 

0.2

%

South Africa

 

Other Investments (9)

 

Food Products

 

Fruit & Nut Distributor

 

 

12.00%

 

 

 

0.0

%

 

5/22/2015

 

 

785,806

 

 

 

13%

 

 

 

785,806

 

 

 

726,729

 

 

 

0.2

%

South Africa

 

Other Investments (16)

 

Metals & Mining

 

Mine Remediation Company

 

 

17.50%

 

 

 

0.0

%

 

9/28/2017

 

 

1,234,145

 

 

 

11%

 

 

 

1,234,145

 

 

 

1,234,145

 

 

 

0.4

%

United Arab Emirates

 

Other Investments (15)

 

Drugs, Proprietaries, and Sundries

 

Pharmaceuticals Distributor

 

 

14.60%

 

 

 

0.0

%

 

1/30/2018

 

 

1,080,000

 

 

 

60%

 

 

 

1,080,000

 

 

 

1,080,000

 

 

 

0.3

%

United Kingdom

 

Other Investments (17)

 

Coal and Other Minerals and Ores

 

Metals Trader

 

9.50% - 10.14%

 

 

 

0.0

%

 

12/31/2017 - 5/8/2018

 

 

2,333,254

 

 

 

56%

 

 

 

2,333,254

 

 

 

2,333,254

 

 

 

0.7

%

Uganda

 

Other Investments (17)

 

Farm Products

 

Grain Processor

 

 

11.30%

 

 

 

0.0

%

 

12/31/17 - 2/28/2018

 

 

545,942

 

 

 

50%

 

 

 

545,942

 

 

 

545,942

 

 

 

0.2

%

Uruguay

 

Other Investments (15)

 

Food Products

 

Citrus Producer

 

 

9.00%

 

 

 

0.0

%

 

2/3/2018 - 7/26/2018

 

 

509,545

 

 

 

100%

 

 

 

509,545

 

 

 

509,545

 

 

 

0.2

%

Zambia

 

Other Investments (15)

 

Primary Metal Industries

 

Integrated Steel Producer

 

 

13.00%

 

 

 

0.0

%

 

8/14/2017 - 9/2/2017

 

 

6,000,000

 

 

 

86%

 

 

 

6,000,000

 

 

 

6,000,000

 

 

 

1.9

%

Total Senior Secured Trade Finance Participations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

119,496,989

 

 

 

119,437,912

 

 

 

38.3

%

Short Term Notes (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cayman Islands

 

Other Investments (20)

 

Financial Services

 

Investment Fund

 

 

7.50%

 

 

 

0.0

%

 

2/28/2018

 

 

10,000,000

 

 

N/A

 

 

 

10,000,000

 

 

 

10,000,000

 

 

 

3.2

%

United Kingdom

 

Other Investments (17)

 

Petroleum and Petroleum Products

 

 

 

 

8.88%

 

 

 

0.0

%

 

1/31/2018

 

 

15,000,000

 

 

 

16%

 

 

 

15,000,000

 

 

 

15,000,000

 

 

 

4.8

%

Total Short Term Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,000,000

 

 

 

25,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

312,423,713

 

 

$

312,364,636

 

 

 

 

 

Investment

Type / Country

 

Portfolio Company

 

Sector

 

Description

 

Interest

 

 

Fees

(2)

 

 

Maturity

(3)

 

Principal

Amount

 

 

Participation

% (4)

 

 

Amortized

Cost

 

 

Fair Value

 

 

% of

Net Assets

 

Senior Secured Term Loans (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

Usivale Industria E Commercio  Ltda (5), (6)

 

Sugarcane and Sugar Beets

 

Sugar Producer

 

12.43%

 

 

 

0.0

%

 

12/15/2020

 

$

2,851,296

 

 

83%

 

 

$

2,851,296

 

 

$

555,673

 

 

 

0.2

%

Chile

 

Itelecom Holding Chile SPA (5), (6)

 

Electric Services

 

LED Lighting Service Provider

 

11.00%

 

 

 

0.0

%

 

6/6/2021

 

 

1,456,162

 

 

100%

 

 

 

1,456,162

 

 

 

1,245,868

 

 

 

0.4

%

Ecuador

 

Other Investments

 

Corrugated and solid fiber boxes

 

Sustainable Packaging Manufacturer

 

9.44% Cash/2.20% PIK

 

 

 

0.0

%

 

6/18/2025

 

 

11,102,781

 

 

20%

 

 

 

11,102,781

 

 

 

11,102,781

 

 

 

3.4

%

Hong Kong

 

Limas Commodities House Limited (5)

 

Coal and Other Minerals and Ores

 

Resource Trader

 

11.50% PIK

 

 

 

0.0

%

 

6/30/2023

 

 

22,219,565

 

 

100%

 

 

 

22,219,565

 

 

 

17,791,170

 

 

 

5.5

%

Indonesia

 

Other Investments

 

Chocolate and Cocoa Products

 

Cocoa Processor

 

13.00%

 

 

 

0.0

%

 

3/4/2024

 

 

10,000,000

 

 

100%

 

 

 

10,000,000

 

 

 

10,000,000

 

 

 

3.1

%

Malaysia

 

Vikudha Malaysia Sdn Bhd (5)

 

Chemicals and Allied Products

 

Wholesale Distributor

 

12.00%

 

 

 

0.0

%

 

6/30/2023

 

 

18,484,703

 

 

67%

 

 

 

18,484,703

 

 

 

16,744,391

 

 

 

5.1

%

Mexico

 

Blue Arrow Biojet Holdings, LLC

 

Refuse Systems

 

Waste to Fuels Processor

 

15.50% PIK

 

 

 

1.3

%

 

1/27/2023

 

 

37,361,095

 

 

74%

 

 

 

37,254,268

 

 

 

37,254,268

 

 

 

11.4

%

Peru

 

Kinder Investments, Ltd.

 

Sanitary Paper Products

 

Diaper Manufacturer II

 

8.0% Cash/3.0% PIK

 

 

 

0.0

%

 

12/31/2024

 

 

4,990,692

 

 

90%

 

 

 

4,990,692

 

 

 

4,990,692

 

 

 

1.5

%

Singapore

 

Triton Metallics Pte Ltd. (5)

 

Coal and Other Minerals and Ores

 

Non-Ferrous Metal Trader

 

13.50% PIK

 

 

 

0.0

%

 

8/17/2025

 

 

20,907,297

 

 

55%

 

 

 

20,907,297

 

 

 

18,643,927

 

 

 

5.7

%

Total Senior Secured Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

129,266,765

 

 

 

118,328,770

 

 

 

36.3

%

Senior Secured Term Loan Participations (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Botswana

 

Other Investments

 

Short-Term Business Credit

 

SME Financier

 

10.38%

 

 

 

0.0

%

 

8/18/2023

 

 

4,740,000

 

 

47%

 

 

 

4,740,000

 

 

 

4,740,000

 

 

 

1.5

%

Brazil

 

Qintess Tecnologia e Participacoes Ltda

 

Computer Related Services, NEC

 

IT Service Provider

 

10.75% Cash/3.25% PIK

 

 

 

0.0

%

 

11/23/2023

 

 

18,944,790

 

 

35%

 

 

 

19,246,893

 

 

 

19,246,894

 

 

 

5.9

%

Brazil

 

Other Investments

 

Boatbuilding and Repairing

 

Ship Maintenance & Repair Service Provider

 

8.00% Cash/10.0% PIK

 

 

 

0.0

%

 

12/7/2023

 

 

7,006,741

 

 

42%

 

 

 

6,985,352

 

 

 

6,985,352

 

 

 

2.1

%

Cabo Verde

 

TRG Cape Verde Holdings Ltd (5)

 

Hotels and Motels

 

Hospitality Service Provider

 

10.0% Cash/3.5% PIK

 

 

 

0.0

%

 

12/31/2024

 

 

17,987,949

 

 

30%

 

 

 

17,987,949

 

 

 

17,101,321

 

 

 

5.3

%

Colombia

 

Other Investments

 

Personal Credit Institutions

 

Consumer Lender II

 

11.90%

 

 

 

0.0

%

 

9/1/2025

 

 

2,121,530

 

 

49%

 

 

 

2,121,530

 

 

 

2,121,530

 

 

 

0.7

%

Ghana

 

Other Investments

 

Petroleum and Petroleum Products

 

Tank Farm Operator

 

12.00%

 

 

 

0.0

%

 

2/10/2023

 

 

4,588,390

 

 

100%

 

 

 

4,588,390

 

 

 

4,588,390

 

 

 

1.4

%

Jersey

 

Africell Holding Limited

 

Telephone Communications

 

Mobile Network Operator

 

13.00%

 

 

 

3.0

%

 

9/30/2026

 

 

13,750,000

 

 

14%

 

 

 

13,750,000

 

 

 

13,750,000

 

 

 

4.2

%

Kenya

 

Multiple ICD (Kenya) Limited (5)

 

Freight Transportation Arrangement

 

Freight and Cargo Transporter

 

10.29% Cash/4.00% PIK

 

 

 

0.0

%

 

3/31/2023

 

 

15,062,231

 

 

60%

 

 

 

15,062,231

 

 

 

13,072,206

 

 

 

4.0

%

Namibia

 

Trustco Group Holdings Ltd. (5), (6)

 

Land Subdividers and Developers

 

Property Developer

 

8.50% Cash/4.0% PIK

 

 

 

0.0

%

 

8/15/2021

 

 

18,717,631

 

 

100%

 

 

 

18,717,631

 

 

 

14,222,622

 

 

 

4.4

%

Netherlands

 

Other Investments (4)

 

Motor Vehicle Parts and Accessories

 

Wheel Manufacturer

 

8.00%

 

 

 

0.0

%

 

2/7/2023

 

 

8,275,000

 

 

44%

 

 

 

9,779,546

 

 

 

9,779,546

 

 

 

3.0

%

Nigeria

 

Helios Maritime I (5)

 

Towing and Tugboat Service

 

Marine Logistics Provider

 

3.00%

 

 

 

0.8

%

 

11/30/2021

 

 

16,443,585

 

 

100%

 

 

 

16,443,585

 

 

 

7,476,711

 

 

 

2.3

%

Romania

 

Other Investments

 

Retail Bakeries

 

Frozen Bakery Products Manufacturer

 

7.0% Cash/7.0% PIK

 

 

 

2.5

%

 

5/20/2024

 

 

4,112,447

 

 

32%

 

 

 

4,127,441

 

 

 

4,127,441

 

 

 

1.3

%

Uganda

 

Agilis Partners Holding LLC (5)

 

Corn

 

Grain Processor G

 

12.80% PIK

 

 

 

0.0

%

 

7/8/2024

 

 

568,179

 

 

100%

 

 

 

568,179

 

 

 

568,179

 

 

 

0.2

%

Uganda

 

Agilis Partners (5)

 

Corn

 

Grain Processor F

 

3.50% Cash/8.00% PIK

 

 

 

0.0

%

 

6/30/2025

 

 

12,100,913

 

 

98%

 

 

 

12,100,913

 

 

 

11,071,375

 

 

 

3.4

%

Total Senior Secured Term Loan Participations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

146,219,640

 

 

 

128,851,567

 

 

 

39.7

%

Senior Secured Trade Finance Participations (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Argentina

 

Compania Argentina de Granos S.A. (5), (6)

 

Soybeans

 

Agriculture Distributor

 

10.45%

 

 

 

0.0

%

 

6/30/2018

 

 

12,500,000

 

 

83%

 

 

 

12,500,000

 

 

 

5,592,112

 

 

 

1.7

%

Argentina

 

Sancor Cooperativas Unidas Ltda (5)

 

Dairy Farms

 

Dairy Co-Operative

 

10.67%

 

 

 

0.0

%

 

7/29/2019

 

 

5,802,296

 

 

22%

 

 

 

5,802,296

 

 

 

4,393,274

 

 

 

1.3

%

Argentina

 

Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (5), (6)

 

Beef Cattle, Except Feedlots

 

Beef Exporter

 

11.50%

 

 

 

0.0

%

 

8/31/2017

 

 

9,000,000

 

 

28%

 

 

 

9,000,000

 

 

 

6,361,679

 

 

 

2.0

%

Argentina

 

Algodonera Avellaneda S.A. (5), (6)

 

Cotton Ginning

 

Cotton Producer

 

9.00%

 

 

 

0.0

%

 

8/31/2017

 

 

6,000,000

 

 

27%

 

 

 

6,000,000

 

 

 

3,398,558

 

 

 

1.0

%

Cameroon

 

Producam SA (5)

 

Chocolate and Cocoa Products

 

Cocoa & Coffee Exporter

 

9.50%, 6.0%

 

 

 

0.0

%

 

6/30/2023

 

 

16,035,023

 

 

72%

 

 

 

16,035,023

 

 

 

15,314,592

 

 

 

4.7

%

Hong Kong

 

Conplex International Ltd. (5), (6)

 

Telephone and Telegraph Apparatus

 

Mobile Phone Distributor

 

14.0%, 12.0%

 

 

 

0.0

%

 

5/31/2020

 

 

9,072,469

 

 

26%

 

 

 

9,072,469

 

 

 

1,685,937

 

 

 

0.5

%

Indonesia

 

Other Investments

 

Chocolate and Cocoa Products

 

Cocoa Processor

 

11.00%

 

 

 

0.0

%

 

5/26/2023

 

 

5,000,000

 

 

33%

 

 

 

5,000,000

 

 

 

5,000,000

 

 

 

1.5

%

Morocco

 

Mac Z Group SARL (5), (6)

 

Secondary Nonferrous Metals

 

Scrap Metal Recycler

 

N/A

 

 

 

0.0

%

 

7/31/2018

 

 

1,433,058

 

 

73%

 

 

 

1,433,058

 

 

 

628,862

 

 

 

0.2

%

Nigeria

 

Other Investments (4)

 

Farm Products

 

Cocoa Trader III

 

8.50%

 

 

 

0.0

%

 

12/31/2022

 

 

664,101

 

 

25%

 

 

 

664,101

 

 

 

664,101

 

 

 

0.2

%

Nigeria

 

Other Investments (4)

 

Farm Products

 

Cocoa Trader II

 

8.50%

 

 

 

0.0

%

 

12/31/2022

 

 

820,482

 

 

14%

 

 

 

820,482

 

 

 

820,482

 

 

 

0.3

%

South Africa

 

Applewood Trading 199 Pty, Ltd. (5), (6)

 

Salted and Roasted Nuts and Seeds

 

Fruit & Nut Distributor

 

17.50%

 

 

 

0.0

%

 

5/22/2015

 

 

785,806

 

 

19%

 

 

 

785,806

 

 

 

83,298

 

 

 

0.0

%

United Arab Emirates

 

Global Pharma Intelligence Sarl (5), (6)

 

Drugs, Proprietaries, and Sundries

 

Pharmaceuticals Distributor

 

14.60%

 

 

 

0.0

%

 

6/30/2018

 

 

648,430

 

 

15%

 

 

 

648,430

 

 

 

648,430

 

 

 

0.2

%

Total Senior Secured Trade Finance Participations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

67,761,665

 

 

 

44,591,325

 

 

 

13.6

%

Other Investments (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

N/A

 

IIG TOF B.V. (5), (6)

 

Miscellaneous Business Credit

 

Receivable from IIG TOF B.V.

 

8.75%

 

 

 

0.0

%

 

N/A

 

 

6,000,000

 

 

N/A

 

 

 

6,000,000

 

 

 

3,758,063

 

 

 

1.2

%

Equity Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mexico

 

Blue Arrow Biojet Holdings, LLC (7)

 

Refuse Systems

 

Waste to Fuels Processor

 

N/A

 

 

N/A

 

 

N/A

 

N/A

 

 

N/A

 

 

 

 

 

 

1,205,503

 

 

 

0.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

349,248,070

 

 

$

296,735,228

 

 

 

 

 

 

See accompanying notes to the consolidated financial statements.

1

Refer to Notes 2, 3 and 4 of the consolidated financial statements for additional information on the Company’s investments.

2

Fees may include upfront, origination, commitment, facility and/or other fees that the borrower must contractually pay to the Company. Fees, if any, are typically received in connection with term loan transactions and are rarely applicable to trade finance transactions.

3

Trade finance borrowers may be granted flexibility with respect to repayment relative to the stated maturity date to accommodate specific contracts and/or business cycle characteristics. This flexibility in each case is agreed upon between the Company and the sub-advisor and between the sub-advisor and the borrower.

4

Percentage of the Company’s participation in total borrowings outstanding under sub-advisor provided financing facility.

5

In connection with a restructure of the underlying facilities, all maturity dates were extended to 7/28/21. Please refer to Note 3 for additional information.

6

Principal and interest paid annually. While the original maturity date was 5/15/2017, the maturity date was extended to 2/28/2021 in connection with a restructure of the loan.Watch List investment. Refer to Note 3 for additional information.information.

76

Quarterly payments of principal and interest in the amount of $2,143,500 are due startingInvestment on 2/15/2020.non-accrual status.

87

Interest accrues at a variable rate of one-month Libor + 10.5%, which is paid currently, and also includes 4.68% of deferred interest due at maturity.

9

The Company together with its Sub-Advisor, have agreedholds equity warrants, which upon exercise would entitle the Company to extend the principal maturity dateequity interests equivalent to facilitate the strategic sale of this borrower. The borrower has been experiencing some cash flow difficulties, but has made some partial payments of principal. The amortized cost includes $152,923 of interest, which was capitalized as of March 31, 2016.  This investment was on non-accrual status as of September 30, 2017.  Refer to Note 3 for additional information.

10

This loan was issued at a discount. The entire principal, amounting to $18,462,024, is due at maturity. Interest is paid quarterly.

11

Refer to Note 3 for additional information. This investment was placed on non-accrual on July 1, 2017.

12

 One third7.43% of the principalinvestee’s equity interest. The warrants have a strike price of $0.01 and accrued interest to be paidexpire on the 18th, 30th, and 42nd months after original drawdown date of 8/10/2017.

13

Principal and interest paid monthly.

14

Principal and interest paid quarterly.

15

Monthly interest only payment. Principal due at maturity.

16

Quarterly interest only payment. Principal due at maturity.

17

Principal and interest paid at maturity.

18   While the original maturity date was 7/18/2017, the maturity date was extended to 12/31/2017 during August 2017 to account for the delays in shipments.

19

While the original maturity date was 7/29/2017, the maturity date was extended to 09/30/2018 during August 2017 to assist in facilitating a strategic sale of the borrower.

20  Secured short term note receivable from Barak Mikopo Leveraged Structured Credit Fund SP, which is managed by Barak Fund Management Ltd., a sub-advisor to the Company. Principal and accrued interest are due at maturity.  

21

While the original maturity dates ranged from 3/10/2017 to 10/9/2017, during July 2017 the maturity dates were extended to 2/21/2018 to 6/1/2018.January 27, 2023.          

 


6


TriLinc Global Impact Fund, LLC

Consolidated Schedule of Investments

December 31, 20162021

 

Investment Type / Country

 

Portfolio Company

 

Sector

 

Description

 

Interest

 

 

Fees (2)

 

 

Maturity (3)

 

Principal

Amount

 

 

Participation % (4)

 

 

Amortized Cost

 

 

Fair Value

 

 

% of Net Assets

 

 

Portfolio

Company

 

Sector

 

Description

 

Interest

 

 

Fees

(2)

 

 

Maturity

(3)

 

Principal

Amount

 

 

Participation

% (4)

 

 

Amortized

Cost

 

 

Fair

Value

 

 

% of

Net

Assets

 

Senior Secured Term Loan (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Secured Term Loans (1)

Senior Secured Term Loans (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

Other Investments (13)

 

Programming and Data Processing

 

IT Service Provider

 

 

13.50%

 

 

 

2.0

%

 

10/31/2019

 

$

10,292,686

 

 

N/A

 

 

$

10,236,013

 

 

$

10,236,013

 

 

 

4.0

%

 

Usivale Industria E Commercio  Ltda (12), (17), (18)

 

Sugarcane and Sugar Beets

 

Sugar Producer

 

12.43%

 

 

 

0.0

%

 

12/15/2020

 

$

2,851,296

 

 

N/A

 

 

$

2,851,296

 

 

$

1,832,492

 

 

 

0.5

%

Chile

 

Itelecom Holding Chile SPA (5), (17)

 

Electric Services

 

LED Lighting Service Provider

 

11.00%

 

 

 

0.0

%

 

6/6/2021

 

 

1,456,162

 

 

N/A

 

 

 

1,456,162

 

 

 

1,456,162

 

 

 

0.4

%

Colombia

 

Other Investments (20)

 

Personal Credit Institutions

 

Consumer Lender

 

11.25%

 

 

 

0.0

%

 

1/15/2022

 

 

293,920

 

 

N/A

 

 

 

293,920

 

 

 

293,920

 

 

 

0.1

%

Ecuador

 

Other Investments

 

Corrugated and solid fiber boxes

 

Sustainable Packaging Manufacturer

 

9.16% Cash/2.20% PIK

 

 

 

0.0

%

 

6/18/2025

 

 

12,387,189

 

 

N/A

 

 

 

12,387,189

 

 

 

12,387,189

 

 

 

3.7

%

Hong Kong

 

Limas Commodities House Limited (11)

 

Coal and Other Minerals and Ores

 

Resource Trader

 

11.50% PIK

 

 

 

0.0

%

 

6/30/2023

 

 

20,389,264

 

 

N/A

 

 

 

20,389,264

 

 

 

20,389,264

 

 

 

6.0

%

Indonesia

 

Other Investments (14)

 

Primary Nonferrous Metals

 

Tin Producer

 

 

12.00%

 

 

 

0.0

%

 

6/30/2020

 

 

3,000,000

 

 

N/A

 

 

 

3,000,000

 

 

 

3,000,000

 

 

 

1.2

%

 

Other Investments

 

Chocolate and Cocoa Products

 

Cocoa Processor

 

13.00%

 

 

 

0.0

%

 

3/4/2024

 

 

10,000,000

 

 

N/A

 

 

 

10,000,000

 

 

 

10,000,000

 

 

 

3.0

%

Malaysia

 

Vikudha Malaysia Sdn Bhd (7)

 

Chemicals and Allied Products

 

Wholesale Distributor

 

12.00%

 

 

 

0.0

%

 

6/30/2023

 

 

17,537,201

 

 

N/A

 

 

 

17,537,201

 

 

 

17,537,201

 

 

 

5.2

%

Mexico

 

Blue Arrow Biojet Holdings, LLC (9)

 

Refuse Systems

 

Waste to Fuels Processor

 

14.50% PIK

 

 

 

1.3

%

 

1/27/2023

 

 

32,962,527

 

 

N/A

 

 

 

32,962,527

 

 

 

32,962,527

 

 

 

9.7

%

Peru

 

Pure Biofuels del Peru S.A.C. (10)

 

Bulk Fuel Stations and Terminals

 

Clean Diesel Distributor

 

 

11.50%

 

 

 

0.0

%

 

8/1/2019

 

 

15,000,000

 

 

 

30%

 

 

 

15,437,474

 

 

 

15,437,474

 

 

 

6.2

%

 

Kinder Investments, Ltd. (16)

 

Sanitary Paper Products

 

Diaper Manufacturer II

 

8.00% Cash/3.00% PIK

 

 

 

0.0

%

 

12/31/2024

 

 

4,880,364

 

 

N/A

 

 

 

4,880,364

 

 

 

4,880,364

 

 

 

1.4

%

Total Senior Secured Term Loan (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,673,487

 

 

 

28,673,487

 

 

 

11.4

%

Singapore

 

Triton Metallics Pte Ltd. (17)

 

Coal and Other Minerals and Ores

 

Non-Ferrous Metal Trader

 

6.00% PIK

 

 

 

0.0

%

 

8/18/2025

 

 

19,777,304

 

 

N/A

 

 

 

19,777,304

 

 

 

17,634,943

 

 

 

5.2

%

Total Senior Secured Term Loans

Total Senior Secured Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

122,535,227

 

 

 

119,374,062

 

 

 

35.2

%

Senior Secured Term Loan Participations (1)

Senior Secured Term Loan Participations (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Secured Term Loan Participations (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Botswana

 

Other Investments

 

Short-Term Business Credit

 

SME Financier

 

9.63%

 

 

 

0.0

%

 

8/18/2023

 

 

4,740,000

 

 

47%

 

 

 

4,740,000

 

 

 

4,740,000

 

 

 

1.4

%

Brazil

 

Qintess Tecnologia e Participacoes Ltda (13)

 

Computer Related Services, NEC

 

IT Service Provider

 

10.00% Cash/3.00% PIK

 

 

 

0.0

%

 

11/23/2023

 

 

18,774,784

 

 

27%

 

 

 

19,032,888

 

 

 

19,032,888

 

 

 

5.6

%

Brazil

 

Usivale Industria E Commercio (6)

 

Agricultural Products

 

Sugar Producer

 

 

12.43%

 

 

 

0.0

%

 

2/28/2021

 

 

2,851,296

 

 

 

100%

 

 

 

2,851,296

 

 

 

2,851,296

 

 

 

1.1

%

 

Other Investments

 

Boatbuilding and Repairing

 

Ship Maintenance & Repair Service Provider

 

8.00% Cash/8.00% PIK

 

 

 

0.0

%

 

12/7/2023

 

 

6,501,170

 

 

42%

 

 

 

6,466,030

 

 

 

6,466,030

 

 

 

1.9

%

Cabo Verde

 

TRG Cape Verde Holdings Limited (14)

 

Hotels and Motels

 

Hospitality Service Provider

 

 

13.50%

 

 

 

0.0

%

 

8/21/2021

 

 

17,000,000

 

 

 

100%

 

 

 

17,000,000

 

 

 

17,000,000

 

 

 

6.8

%

 

TRG Cape Verde Holdings Ltd (6), (17)

 

Hotels and Motels

 

Hospitality Service Provider

 

10.00% Cash/4.75% PIK

 

 

 

0.0

%

 

12/31/2021

 

 

14,141,063

 

 

88%

 

 

 

14,141,063

 

 

 

11,830,862

 

 

 

3.5

%

Indonesia

 

PT Titan Mining Indonesia (14)

 

Street Construction

 

Infrastructure and Logistics Provider

 

 

18.00%

 

 

 

0.0

%

 

11/22/2019

 

 

15,000,000

 

 

 

75%

 

 

 

14,927,195

 

 

 

14,927,195

 

 

 

6.0

%

Colombia

 

Other Investments

 

Personal Credit Institutions

 

Consumer Lender II

 

11.90%

 

 

 

0.0

%

 

9/1/2025

 

 

5,048,473

 

 

7%

 

 

 

5,048,473

 

 

 

5,048,473

 

 

 

1.5

%

Ghana

 

Other Investments (6)

 

Petroleum and Petroleum Products

 

Tank Farm Operator

 

12.00%

 

 

 

0.0

%

 

2/10/2023

 

 

8,367,480

 

 

76%

 

 

 

8,367,480

 

 

 

8,367,480

 

 

 

2.5

%

Jersey

 

Africell Holding Limited (10)

 

Telephone Communications

 

Mobile Network Operator

 

9.70%

 

 

 

3.0

%

 

9/30/2026

 

 

15,000,000

 

 

16%

 

 

 

15,000,000

 

 

 

15,000,000

 

 

 

4.4

%

Kenya

 

Multiple ICD (Kenya) Limited (17)

 

Freight Transportation Arrangement

 

Freight and Cargo Transporter

 

7.75% Cash/4.00% PIK

 

 

 

0.0

%

 

3/31/2023

 

 

14,612,822

 

 

42%

 

 

 

14,612,822

 

 

 

13,058,231

 

 

 

3.9

%

Namibia

 

Trustco Group Holdings Ltd. (14), (17)

 

Land Subdividers and Developers

 

Property Developer

 

8.50% Cash/4.00% PIK

 

 

 

0.0

%

 

8/15/2021

 

 

18,253,506

 

 

100%

 

 

 

18,253,506

 

 

 

15,184,914

 

 

 

4.5

%

Netherlands

 

Other Investments (9)

 

Motor Vehicle Parts and Accessories

 

Wheel Manufacturer

 

14.23%

 

 

 

0.0

%

 

2/7/2024

 

 

8,275,000

 

 

44%

 

 

 

9,278,031

 

 

 

9,278,031

 

 

 

2.7

%

Nigeria

 

Helios Maritime I Ltd. (8)

 

Water Transportation

 

Marine Logistics Provider

 

 

15.80%

 

 

 

0.8

%

 

9/16/2020

 

 

13,434,786

 

 

 

100%

 

 

 

13,360,620

 

 

 

13,360,620

 

 

 

5.3

%

 

Helios Maritime I (15), (17)

 

Towing and Tugboat Service

 

Marine Logistics Provider

 

10.60%

 

 

 

0.8

%

 

1/31/2022

 

 

17,007,004

 

 

100%

 

 

 

17,007,004

 

 

 

8,673,930

 

 

 

2.6

%

Peru

 

Corporacion Prodesa S.R.L. (5)

 

Consumer Products

 

Diaper Manufacturer

 

11.50% - 13.50%

 

 

 

0.0

%

 

12/22/2016 - 7/05/2017

 

 

3,900,000

 

 

 

100%

 

 

 

3,900,000

 

 

 

3,900,000

 

 

 

1.6

%

South Africa

 

Other Investments (14)

 

Rental of Railroad Cars

 

Railway Equipment Provider

 

 

12.00%

 

 

 

0.0

%

 

1/31/2020

 

 

4,411,650

 

 

 

98%

 

 

 

4,411,650

 

 

 

4,411,650

 

 

 

1.8

%

Zambia

 

Other Investments (14)

 

Soap, Detergents, and Cleaning

 

FMCG Manufacturer

 

 

11.00%

 

 

 

0.0

%

 

11/16/2019

 

 

2,000,000

 

 

 

16%

 

 

 

2,000,000

 

 

 

2,000,000

 

 

 

0.8

%

Romania

 

Other Investments (8)

 

Retail Bakeries

 

Frozen Bakery Products Manufacturer

 

7.00% Cash/7.00% PIK

 

 

 

2.5

%

 

5/20/2024

 

 

3,900,880

 

 

27%

 

 

 

3,915,874

 

 

 

3,915,874

 

 

 

1.2

%

Uganda

 

Other Investments

 

Corn

 

Grain Processor G

 

12.80% PIK

 

 

 

0.0

%

 

7/8/2024

 

 

517,493

 

 

100%

 

 

 

517,493

 

 

 

517,493

 

 

 

0.2

%

Uganda

 

Other Investments

 

Corn

 

Grain Processor F

 

3.50% Cash/8.00% PIK

 

 

 

0.0

%

 

6/30/2025

 

 

11,176,537

 

 

100%

 

 

 

11,176,537

 

 

 

11,176,537

 

 

 

3.3

%

Total Senior Secured Term Loan Participations

Total Senior Secured Term Loan Participations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58,450,761

 

 

 

58,450,761

 

 

 

23.3

%

Total Senior Secured Term Loan Participations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

147,557,201

 

 

 

132,290,743

 

 

 

39.2

%

Senior Secured Trade Finance Participations (1)

Senior Secured Trade Finance Participations (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Secured Trade Finance Participations (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Argentina

 

Other Investments (15)

 

Agricultural Products

 

Agriculture Distributor

 

 

9.00%

 

 

 

0.0

%

 

7/16/2017

 

 

10,000,000

 

 

 

67%

 

 

 

10,000,000

 

 

 

10,000,000

 

 

 

4.0

%

 

Compania Argentina de Granos S.A. (17), (18)

 

Soybeans

 

Agriculture Distributor

 

10.45%

 

 

 

0.0

%

 

6/30/2018

 

 

12,500,000

 

 

83%

 

 

 

12,500,000

 

 

 

5,772,744

 

 

 

1.7

%

Argentina

 

Other Investments (15), (18)

 

Consumer Products

 

Dairy Co-Operative

 

 

10.67%

 

 

 

0.0

%

 

7/29/2017

 

 

6,000,000

 

 

 

17%

 

 

 

6,000,000

 

 

 

6,000,000

 

 

 

2.4

%

 

Sancor Cooperativas Unidas Ltda (17)

 

Dairy Farms

 

Dairy Co-Operative

 

10.67%

 

 

 

0.0

%

 

7/29/2019

 

 

5,802,296

 

 

22%

 

 

 

5,802,296

 

 

 

4,393,274

 

 

 

1.3

%

Argentina

 

Other Investments (16)

 

Meat, Poultry & Fish

 

Beef Exporter

 

 

11.50%

 

 

 

0.0

%

 

11/29/2017

 

 

9,000,000

 

 

 

32%

 

 

 

9,000,000

 

 

 

9,000,000

 

 

 

3.6

%

 

Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (17), (18)

 

Beef Cattle, Except Feedlots

 

Beef Exporter

 

11.50%

 

 

 

0.0

%

 

8/31/2017

 

 

9,000,000

 

 

28%

 

 

 

9,000,000

 

 

 

6,361,679

 

 

 

1.9

%

Argentina

 

Other Investments (16)

 

Fats and Oils

 

Oilseed Distributor

 

 

8.75%

 

 

 

0.0

%

 

10/15/2016 - 12/15/2016

 

 

6,000,000

 

 

 

100%

 

 

 

6,000,000

 

 

 

6,000,000

 

 

 

2.4

%

 

Algodonera Avellaneda S.A. (17), (18)

 

Cotton Ginning

 

Cotton Producer

 

9.00%

 

 

 

0.0

%

 

8/31/2017

 

 

6,000,000

 

 

27%

 

 

 

6,000,000

 

 

 

3,398,558

 

 

 

1.0

%

Chile

 

Other Investments (15)

 

Farm Products

 

Chia Seed Exporter

 

 

10.90%

 

 

 

0.0

%

 

12/11/2016

 

 

2,234,915

 

 

 

100%

 

 

 

2,234,915

 

 

 

2,234,915

 

 

 

0.9

%

Ecuador

 

Other Investments (15)

 

Fresh or Frozen Packaged Fish

 

Shrimp Exporter

 

 

9.25%

 

 

 

0.0

%

 

6/6/2017 - 7/24/2017

 

 

5,037,134

 

 

 

46%

 

 

 

5,037,134

 

 

 

5,037,134

 

 

 

2.0

%

Ecuador

 

Other Investments (15)

 

Commercial Fishing

 

Fish Processor & Exporter

 

 

9.00%

 

 

 

0.0

%

 

6/19/2017

 

 

1,058,273

 

 

 

100%

 

 

 

1,058,273

 

 

 

1,058,273

 

 

 

0.4

%

Ghana

 

Genser Energy Ghana Ltd. (17)

 

Electric Services

 

Power Producer

 

 

11.50%

 

 

 

0.0

%

 

3/10/2017 - 10/9/2017

 

 

19,500,000

 

 

 

49%

 

 

 

19,500,000

 

 

 

19,500,000

 

 

 

7.8

%

Guatemala

 

Other Investments (11)

 

Farm Products

 

Sesame Seed Exporter

 

 

12.00%

 

 

 

0.0

%

 

3/31/2016

 

 

907,565

 

 

 

24%

 

 

 

907,565

 

 

 

907,565

 

 

 

0.4

%

Kenya

 

Other Investments (17)

 

Miscellaneous Plastics Products

 

Plastic Products Manufacturer

 

 

11.50%

 

 

 

0.0

%

 

10/9/2017

 

 

161,018

 

 

 

27%

 

 

 

161,018

 

 

 

161,018

 

 

 

0.1

%

Mauritius

 

Other Investments (17)

 

Groceries and Related Products

 

Vanilla Exporter

 

10.98% - 11.10%

 

 

 

0.0

%

 

7/31/2017 - 11/23/2017

 

 

11,195,862

 

 

 

74%

 

 

 

11,195,862

 

 

 

11,195,862

 

 

 

4.5

%

Cameroon

 

Producam SA (17)

 

Chocolate and Cocoa Products

 

Cocoa & Coffee Exporter

 

9.5%, 6.0%

 

 

 

0.0

%

 

6/30/2022

 

 

14,979,753

 

 

72%

 

 

 

14,979,751

 

 

 

14,387,877

 

 

 

4.2

%

Hong Kong

 

Conplex International Ltd. (17), (18)

 

Telephone and Telegraph Apparatus

 

Mobile Phone Distributor

 

12.00%

 

 

 

0.0

%

 

5/31/2020

 

 

9,500,000

 

 

26%

 

 

 

9,500,000

 

 

 

2,495,595

 

 

 

0.7

%

Indonesia

 

Other Investments

 

Chocolate and Cocoa Products

 

Cocoa Processor

 

11.00%

 

 

 

0.0

%

 

5/26/2022

 

 

5,000,000

 

 

24%

 

 

 

5,000,000

 

 

 

5,000,000

 

 

 

1.5

%

Morocco

 

Other Investments (17)

 

Secondary Nonferrous Metals

 

Scrap Metal Recycler

 

 

11.00%

 

 

 

0.0

%

 

7/17/2017

 

 

7,649,945

 

 

 

83%

 

 

 

7,649,945

 

 

 

7,649,945

 

 

 

3.1

%

 

Mac Z Group SARL (17)

 

Secondary Nonferrous Metals

 

Scrap Metal Recycler

 

11.00%

 

 

 

0.0

%

 

7/31/2018

 

 

1,433,058

 

 

73%

 

 

 

1,433,058

 

 

 

628,862

 

 

 

0.2

%

Namibia

 

Other Investments (16)

 

Packaged Foods & Meats

 

Consumer Goods Distributor

 

 

12.00%

 

 

 

0.0

%

 

10/29/2017

 

 

500,000

 

 

 

26%

 

 

 

500,000

 

 

 

500,000

 

 

 

0.2

%

Singapore

 

Other Investments (7) (17)

 

Agricultural Products

 

Agricultural Products Exporter

 

 

11.50%

 

 

 

0.0

%

 

07/02/17

 

 

10,000,000

 

 

 

25%

 

 

 

10,000,000

 

 

 

10,000,000

 

 

 

4.0

%

Nigeria

 

Other Investments (9)

 

Farm Products

 

Cocoa Trader III

 

8.50%

 

 

 

0.0

%

 

3/31/2022

 

 

675,256

 

 

25%

 

 

 

675,256

 

 

 

675,256

 

 

 

0.2

%

Nigeria

 

Other Investments (9)

 

Farm Products

 

Cocoa Trader II

 

8.50%

 

 

 

0.0

%

 

3/31/2022

 

 

832,952

 

 

14%

 

 

 

832,952

 

 

 

832,952

 

 

 

0.2

%

South Africa

 

Other Investments (17)

 

Communications Equipment

 

Electronics Assembler

 

12.00% - 13.00%

 

 

 

0.0

%

 

5/21/2017 - 11/20/2017

 

 

6,111,941

 

 

 

23%

 

 

 

6,111,941

 

 

 

6,111,941

 

 

 

2.4

%

 

Applewood Trading 199 Pty, Ltd.(17), (18)

 

Salted and Roasted Nuts and Seeds

 

Fruit & Nut Distributor

 

17.50%

 

 

 

0.0

%

 

5/22/2015

 

 

785,806

 

 

19%

 

 

 

785,806

 

 

 

497,462

 

 

 

0.1

%

South Africa

 

Other Investments (17)

 

Meat, Poultry & Fish

 

Meat Processor

 

 

14.50%

 

 

 

0.0

%

 

5/19/2017

 

 

675,717

 

 

 

40%

 

 

 

675,717

 

 

 

675,717

 

 

 

0.3

%

South Africa

 

Other Investments (9)

 

Food Products

 

Fruit & Nut Distributor

 

 

12.00%

 

 

 

0.0

%

 

5/22/2015

 

 

799,767

 

 

 

18%

 

 

 

799,767

 

 

 

740,690

 

 

 

0.3

%

South Africa

 

Other Investments (16)

 

Metals & Mining

 

Mine Remediation Company

 

 

17.50%

 

 

 

0.0

%

 

6/15/2016 - 8/15/2016

 

 

2,234,145

 

 

 

22%

 

 

 

2,234,145

 

 

 

2,234,145

 

 

 

0.9

%

United Kingdom

 

Other Investments (17)

 

Coal and Other Minerals and Ores

 

Metals Trader

 

9.43% - 9.83%

 

 

 

0.0

%

 

2/25/2017 - 12/31/17

 

 

6,574,351

 

 

 

91%

 

 

 

6,574,351

 

 

 

6,574,351

 

 

 

2.6

%

United Kingdom

 

Other Investments (17)

 

Machinery, Equipment, and Supplies

 

Machinery and Equipment Provider

 

 

12.00%

 

 

 

0.0

%

 

1/29/2017

 

 

11,483

 

 

 

1%

 

 

 

11,483

 

 

 

11,483

 

 

 

0.0

%

United Arab Emirates

 

Global Pharma Intelligence Sarl (17), (18)

 

Drugs, Proprietaries, and Sundries

 

Pharmaceuticals Distributor

 

14.60%

 

 

 

0.0

%

 

6/30/2018

 

 

648,430

 

 

60%

 

 

 

648,430

 

 

 

648,430

 

 

 

0.2

%

Total Senior Secured Trade Finance Participations

Total Senior Secured Trade Finance Participations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

67,157,549

 

 

 

45,092,689

 

 

 

13.2

%

Other Investments (1)

Other Investments (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

N/A

 

IIG TOF B.V. (17), (18), (19)

 

Miscellaneous Business Credit

 

Receivable from IIG TOF B.V.

 

8.75%

 

 

 

0.0

%

 

N/A

 

 

6,000,000

 

 

N/A

 

 

 

6,000,000

 

 

 

3,758,063

 

 

 

1.1

%

Equity Warrants

Equity Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mexico

 

Blue Arrow Biojet Holdings, LLC

 

Refuse Systems

 

Waste to Fuels Processor

 

N/A

 

 

N/A

 

 

N/A

 

N/A

 

 

N/A

 

 

 

 

 

 

1,088,168

 

 

 

0.3

%

Total Investments

Total Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

343,249,977

 

 

$

301,603,725

 

 

 

 

 

7


Investment Type / Country

 

Portfolio Company

 

Sector

 

Description

 

Interest

 

 

Fees (2)

 

 

Maturity (3)

 

Principal

Amount

 

 

Participation % (4)

 

 

Amortized Cost

 

 

Fair Value

 

 

% of Net Assets

 

Zambia

 

Other Investments (12)

 

Fertilizer & Agricultural Chemicals

 

Farm Supplies Distributor

 

12.08% - 12.50%

 

 

 

0.0

%

 

10/07/15 - 5/3/2016

 

 

5,078,526

 

 

 

24%

 

 

 

5,078,526

 

 

 

5,078,526

 

 

 

2.0

%

Zambia

 

Other Investments (15)

 

Primary Metal Industries

 

Integrated Steel Producer

 

 

13.00%

 

 

 

0.0

%

 

8/14/2017 - 9/2/2017

 

 

6,000,000

 

 

 

86%

 

 

 

6,000,000

 

 

 

6,000,000

 

 

 

2.4

%

Total Senior Secured Trade Finance Participations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

116,730,642

 

 

 

116,671,565

 

 

 

46.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

203,854,890

 

 

$

203,795,813

 

 

 

 

 

See accompanying notes to the consolidated financial statements.

1

Refer to Notes 2, 3 and 4 of the consolidated financial statements for additional information on the Company’s investments.

2

Fees may include upfront, origination, commitment, facility and/or other fees that the borrower must contractually pay to the Company. Fees, if any, are typically received in connection with term loan transactions and are rarely applicable to trade finance transactions.

3

6


Trade finance borrowers may be granted flexibility with respect to repayment relative to the stated maturity date to accommodate specific contracts and/or business cycle characteristics. This flexibility in each case is agreed upon between the Company and the sub-advisor and between the sub-advisor and the borrower.

4

Percentage of the Company’s participation in total borrowings outstanding under sub-advisor provided financing facility.

5

While the originalPrincipal and interest paid monthly. The maturity date for the $750,000 warrant facility was 2/15/2015, the maturity date wasis expected to be extended to 12/22/2016 in connection with a restructure of the underlying facility.  While the originalloan.

6

Principal and interest paid quarterly.

7

Interest paid quarterly. Principal repaid in quarterly installments starting in September 2020.

8

Quarterly interest only payment. Principal due at maturity.

9

Principal and interest paid at maturity.

10

Quarterly interest payments. Principal to start amortizing 15 months from IUD as follows: 4.5% of loan balance quarterly until IUD + 27 months, then 6.5% of loan balance quarterly until IUD + 48 months, thereafter 7.5% of loan balance quarterly until maturity. 

11

Interest paid quarterly. Principal to be repaid in full in June 2023.

12

Principal and interest paid annually. The maturity date for the $1,750,000 inventory facility was 9/30/2016, the maturity date wasis expected to be extended to 12/31/2020 in connection with a restructure of the underlying facility. Please refer to Note 3 for additional information.loan.  

613

PrincipalInterest includes a stated coupon rate plus additional contingent interest payments based on a percentage of earnings before interest, taxes, depreciation and amortization (“EBITDA”) after a minimum threshold has been achieved by the borrower.

14

Quarterly interest paid annually. While the original maturity date was 5/15/2017, the maturity date was extended to 2/28/2021 in connection with a restructure of the loan.payments. Refer to Note 3 for additional information.

7

The transaction is secured by specific collateral held by the borrower’s subsidiaries in Kenya, Tanzania, and Zambia.

815

Interest accrues at a variable rate of one-month LiborLIBOR + 10.5%, which is paid currently, and also includes 4.68% of deferred interest due at maturity. The maturity date is expected to be extended in connection with a restructure of the loan.

916

The Company, togetherIn connection with its Sub-Advisor, have agreeda restructure of the underlying facilities, all maturity dates were extended to extend the principal maturity date12/31/2024.

17

Watch List investment. Refer to facilitate the strategic sale of this borrower. The borrower has been experiencing some cash flow difficulties, but has made some partial payments of principal. The amortized cost includes $152,923 of interest, which was capitalized as of March 31, 2016.  Note 3 for additional information.  

18

Investment on non-accrual status.

19

This investment was on non-accrual statusoriginally classified as an investment in a credit facility originated by IIG TOF B.V., a fund advised by IIG. During the third quarter of December 31, 2016.  Refer2018, as part of its quarterly verification process, the Company learned new information concerning this investment, which resulted in the Company reclassifying it from senior secured trade finance participations to short term investments. Please see Note 3 for additional information.

1020

This loan was issued at a discount. The entire principal, amounting to $18,462,024, is due at maturity. Interest is paid quarterly.

11

Refer to Note 3 for additional information.

12

$4.1 million of this investment has a maturity date of 10/25/15.  The Zambian government, as the purchaser of fertilizer from the borrower, is responsible for the repayment of this trade finance transaction.  The Company has access to credit insurance should the Zambian government not pay.  In addition, the Company ultimately has recourse to the borrower for repayment. This investment was on non-accrual status as of December 31, 2016. Refer to Note 3 for additional information.

13

Principal and interest were paid monthly.

14

Principal and interest paid quarterly.

15

Monthly interest only payment. Principal due at maturity.

16

Quarterly interest only payment. Principal due at maturity.

17

Principal and interest paid at maturity.

18

Whilein full during the original maturity date was 10/27/2016, the maturity date was extended to 7/29/2017 in connection with a restructurefirst quarter of the underlying facility.  Please refer to Note 3 for additional information.2022.

 

 

 


8


TRILINC GLOBAL IMPACT FUND, LLC

Notes to Consolidated Financial Statements

September 30, 20172022

(Unaudited)

Note 1. Organization and Operations of the Company

TriLinc Global Impact Fund, LLC (the “Company”) was organized as a Delaware limited liability company on April 30, 2012 and formally commenced operations on June 11, 2013. The Company makes impact investments in Small and Medium Enterprises, known as SMEs, which the Company defines as those businessbusinesses having less than 500 employees, primarily in developing economies that provide the opportunity to achieve both competitive financial returns and positive measurable impact. The Company uses the proceeds raised from the issuance of units to invest in SMEs through local market sub-advisors in a diversified portfolio of financial assets, including direct loans, loan participations, convertible debt instruments, trade finance, structured credit and preferred and common equity investments. To a lesser extent, the Company may also make impact investments in companies that may not meet the Company’sour technical definition of SMEs due to a larger number of employees but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. In addition, the Company may also make investments in developed economies, including the United States. The Company generally expects that such investments will have similar investment characteristics as SMEs as defined by the Company. The Company’s investment objectives are to generate current income, capital preservation and modest capital appreciation primarily through investments in SMEs. The Company is externally managed by TriLinc Advisors, LLC (the “Advisor”). The Advisor is an investment advisor registered with the Securities and Exchange Commission (“SEC”).

Our business strategy is to generate competitive financial returns and positive economic, social and environmental impact by providing financing to SMEs, which we define as those business having less than 500 employees, primarily in developing economies. To a lesser extent, we may also make impact investments in companies that may not meet our technical definition of SMEs due to a larger number of employees but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. We generally expect that such investments will have similar investment characteristics as SMEs as defined by us. Our style of investment is referred to as impact investing, which J.P. Morgan Global Research and Rockefeller Foundation in a 2010 report called “an emerging alternative asset class” and defined as investing with the intent to create positive impact beyond financial return. We believe it is possible to generate competitive financial returns while creating positive, measurable impact. We measure the economic, social and environmental impact of our investments using industry-standard metrics, including the Impact Reporting and Investment Standards. Through our investments in SMEs, we intend to enable job creation and stimulate economic growth.

TriLinc Global, LLC (the “Sponsor”) owns 85% of the units of the Advisor, and is the sponsor of the Company. Strategic Capital Advisory Services, LLC (“SCAS”) owns 15% of the Advisor,Company and is considered an affiliate of the Company. The Sponsor employs staff who operate both the Advisor and the Company. The Sponsor owns 100% of the Advisor and SCAS are Delaware limited liability companies.Advisor.

In May 2012, the Advisor purchased 22,161 Class A units for aggregate gross proceeds of $200,000. The Company commenced its initial public offering of up to $1.5 billion$1,500,000,000 in units of limited liability company interest (the “Offering”) on February 25, 2013. On June 11, 2013, the Company satisfied its minimum offering requirement of $2,000,000 when the Sponsor purchased 321,330 Class A units for aggregate gross proceeds of $2,900,000 and the Company commenced operations. The primary public offering terminated on March 31, 2017. The Company continues to offer and sell units pursuant to its Distribution Reinvestment Plan (“DRP”). Through the termination of the primary offering, the Company raised approximately $361,700,000$361,776,000 in gross proceeds, including approximately $13,337,000$13,338,000 raised through the DRP. For the period from April 1, 2017 to September 30, 2022, the Company raised an additional $100,108,000 pursuant to a private placement and $50,814,000 pursuant to the DRP, for total gross proceeds of approximately $512,698,000 as of September 30, 2022.

Although the Company was organized and intends to conduct its business in a manner so that it is not required to register as an investment company under the Investment Company Act of 1940, as amended, the consolidated financial statements are prepared using the specialized accounting principles of the Financial Accounting Standards Board Accounting (“FASB”) Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. Overall, the Company’s management believes the use of investment company accounting makes the Company’s financial statements more useful to investors and other financial statement users since it allows a more appropriate basis of comparison to other entities with similar objectives.

To assist the Company in achieving its investment objective, the Company makes investments via wholly owned subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”), all of which are Cayman Islands exempted companies.  In June 2016, the Company created TriLinc Global Impact Fund Cayman, Ltd. (“TGIFC”) to allow the Company to use financial leverage.  The Company transferred all of the shares of all of its Subsidiaries to TGIFC.  The Subsidiaries own all of the Company’s investments. As of September 30, 2017,2022, the Company’s Subsidiariessubsidiaries are as follows:

TriLinc Global Impact Fund – Asia, Ltd.

TriLinc Global Impact Fund – Latin America, Ltd.

9


 

TriLinc Global Impact Fund – Asia, Ltd.

TriLinc Global Impact Fund – Latin America, Ltd.

TriLinc Global Impact Fund – Trade Finance, Ltd.

TriLinc Global Impact Fund – African Trade Finance, Ltd.

TriLinc Global Impact Fund – African Trade Finance, Ltd.

TriLinc Global Impact Fund – Africa, Ltd.

TriLinc Global Impact Fund – Africa, Ltd.

TriLinc Global Impact Fund – Latin America II, Ltd.

TriLinc Global Impact Fund – Latin America II, Ltd.

TriLinc Global Impact Fund – African Trade Finance II, Ltd.

TriLinc Global Impact Fund – African Trade Finance II, Ltd.

TriLinc Global Impact Fund – Latin America III, Ltd.

TriLinc Global Impact Fund – Latin America III, Ltd.

TriLinc Global Impact Fund – Asia II, Ltd.

TriLinc Global Impact Fund – Asia II, Ltd.

TriLinc Global Impact Fund – Asia III, Ltd.

TriLinc Global Impact Fund – Asia III, Ltd.

TriLinc Global Impact Fund – African Trade Finance III, Ltd.

TriLinc Global Impact Fund – Asia IV, Ltd.

TriLinc Global Impact Fund – African Trade Finance III, Ltd.

TriLinc Global Impact Fund – Cayman, Ltd.

TriLinc Global Impact Fund – Europe, Ltd.

TriLinc Global Impact Fund – North America, Ltd.

TriLinc Global Impact Fund – Africa Latin America, Ltd.

TriLinc Global Impact Fund - Africa Latin America Trade Finance, Ltd


TriLinc Global Impact Fund – Cayman, Ltd.

Through September 30, 2017,2022, the Company has made, through its Subsidiaries, loans in severala number of countries located in South America, Asia, Africa, North America, and Europe.

Liquidity

The COVID-19 pandemic and its lingering effects has adversely impacted many of the Company’s borrowers both directly and indirectly. First, the adverse impact on the global supply chain has been one of the largest challenges for our borrowers, as most of them are exporters directly tied to global trade. Some of these challenges include: demand from suppliers to be paid in cash rather than supplier credit, significant increases in shipping costs (when and if shipping is reliably available), and delays in the payment of receivables, all of which put pressure on borrowers’ working capital needs. Although not as severe as they once were, supply chain problems continue to be aggravated by China’s rolling lockdowns to control COVID-19 and the conflict between Russia and Ukraine. Second, our borrowers experienced challenges related to the decrease in global demand during 2020 and 2021, which decreased revenue for many of them. Additionally, input costs remain high and the conflict between Russia and Ukraine has increased the disruption, instability and volatility in global markets and industries. The Company expects some of the regions in which it invests to achieve economic normalization once the lingering supply chain disruptions and input cost increases dissipate. However, the Company believes certain regions, industries and borrowers may experience further material economic distress due to the compound impact of more than two years of economic hardship and some borrowers may find it difficult or impossible to recover. If the continuing impacts of COVID-19 combined with rising input costs further adversely affect borrowers’ businesses, financial condition and results of operations, borrowers may be unable to make required payments in the near term, which could impact the fair value of the Company’s investments.

While inflation and rising interest rates are major issues in most advanced economies, the Company believes they are not core issues in the Company’s markets. The Company continues to believe that the central issue driving results is that borrowers are struggling to recover from the compound impact of more than two years of economic hardship. Indeed, although the Company’s NAV per unit modestly decreased by $0.06 as of September 30, 2022, compared to the NAV per unit as of June 30, 2022, the Company’s NAV is a reflection of the cumulative effect of 11 consecutive quarters of the adverse economic impact of COVID-19 and its ramifications, including persistent supply chain and cash flow issues, on our borrowers.

As a result of the current macro-economic environment, the Company has experienced decreased liquidity; however, it expects this will be short-lived, as the decline in liquidity is primarily the result of the inconsistent cash flows generated from the existing portfolio caused by these economic uncertainties. The decrease in liquidity has the potential to impact the Company’s ability to cover its future distributions to its unitholders or meet other Company obligations. In order to address the Company’s temporary liquidity needs, on September 1, 2022, the Company sold $1.25 million of its investment in Africell Holding Limited to an entity whose advisor is under common ownership with the Company’s Advisor and, subsequent to September 30, 2022, the Company sold one of its participation interests to a third party for $5.0 million, with an agreement to repurchase the participation from the buyer in approximately four months (as further discussed in Note 11 to the financial statements). In addition, the Company anticipates closing a significant leverage facility prior to year-end, and, in the short-term, may pursue additional repurchase or other financial transactions, as needed, in order to supplement cash flows to allow it to maintain normal future operations.

 

Note 2. Significant Accounting Policies

Basis of Presentation

The Company’s financial information is prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company follows the accounting and reporting guidance in the FASB ASC Topic 946 — Financial Services, Investment Companies (“ASC 946”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  ActualAlthough these estimates are based on management's knowledge of current events and actions it may undertake in the future, actual results couldmay differ from thosethese estimates. These financial statements are presented in United States (“U.S.”) dollars, whichIn particular, the COVID-19 pandemic has adversely impacted and is likely to further adversely impact the functional and reporting currencyCompany's business, the businesses of the CompanyCompany's borrowers and allthe global markets generally. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including fair value measurements, and asset impairment charges, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the outbreak, its subsidiaries.severity, the actions to contain the virus or address its impact, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.

9


The interim consolidated financial statements and notes are presented as permitted by the requirements for Quarterly Reports on Form 10-Q. 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 omitted herein. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2021, which was filed with the SEC on March 31, 2017.30, 2022.

The results of operations for the three and nine months ended September 30, 20172022 are not necessarily indicative of the results that ultimately may be achieved for the full year ending December 31, 2017.2022.

The accompanying consolidated financial statements include the accounts of the Company and its Subsidiaries,subsidiaries, which were established to hold certain investments of the Company. The Company owns 100% of each Subsidiarysubsidiary and, as such, the Subsidiariessubsidiaries are consolidated into the Company’s consolidated financial statements. Transactions between Subsidiaries,subsidiaries, to the extent they occur, are eliminated in consolidation. The consolidated financial statements reflect all adjustments, consisting solely of normal recurring accruals, that, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition as of and for the periods presented. These financial statements are presented in United States (“U.S.”) dollars, which is the functional and reporting currency of the Company and all its subsidiaries.

Cash

Cash consists of demand deposits at a financial institution located in the U.S. Such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. The Company considers the credit risk of this financial institution to be remote and has not experienced and does not expect to experience any losses in any such accounts.

Prepaid expenses

Prepaid expenses represent prepaid insurance which is being amortized over the term of the insurance policy, which is one year. The amortization of prepaid expenses for the three and nine months ended September 30, 2017 and 2016 is reimbursableCompany limits its credit risk by selecting financial institutions considered to the Company by the Sponsor under the Amended and Restated Operating Expense Responsibility Agreement.be highly creditworthy.

Revenue Recognition

The Company records interest income on an accrual basis to the extent that the Company expects to collect such amounts. The Company does not accrue as a receivable interest on loans for accounting purposes if there is reason to doubt the ability to collect such

10


interest. Structuring, upfront and similar fees are recorded as a discount on investments purchased and are accreted into interest income, on a straight linestraight-line basis over the life of the associated loan, which the Company has determined not to be materially different from the effective yield method.

The Company records prepayment fees for loans and debt securities paid back to the Company prior to the maturity date as income upon receipt.

The Company generally places loans on non-accrual status when principal and interest are past due 90 days or more or when there is a reasonable doubt that principal or interest will be collected. If, however, management believes the principal and interest will be collected, a loan may be left on accrual status during the period the Company is pursuing repayment of the loan. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment of the financial condition of the borrower. Non-accrual loans are generally restored to accrual status when past due principal and interest is paid and, in the Company’s management’s judgment, is likely to remain current over the remainder of the term. At September 30, 2017, two portfolio companies were on non-accrual status with an aggregate fair value of $1,634,294 or 0.5% of the fair value of the Company’s total investments. At December 31, 2016, two portfolio companies were on non-accrual status with an aggregate fair value of $5,819,216 or 2.9% of the fair value of the Company’s total investments. Interest income not recorded relative to the original terms of the loans to the two companies on non-accrual status as of September 30, 2017 amounted to approximately $62,975 and $132,257, respectively, for the three and nine months ended September 30, 2017.

Valuation of Investments

The Company applies fair value accounting tocarries all of its investments in accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 requires enhanced disclosures about assets and liabilities that are measured and reported at fair value. As definedvalue with changes in ASC 820, fair value recognized in the consolidated statement of operations. Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, the Company has categorized its investments into a three-level

The fair value hierarchy as discussed in Note 4.

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

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

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

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

Level 2 — Valuations based on inputs other than quoted prices included in Level 1, which are either directly or indirectly observable.

10


Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities.

Level 2 — Valuations based on inputs other than quoted prices included in Level 1, which are either directly or indirectly observable.

Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the income, market or cost approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. Certain investments may be valued based upon a collateral approach, which uses estimated value of underlying collateral and include adjustments deemed necessary for estimates of costs to obtain control and liquidate available collateral. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.

The inputs used in the determination of fair value may require significant judgment or estimation.

Investments for which market quotations are readily available are valued at those quotations. Most of the Company’s investments are loans to private companies, which are not actively traded in any market and for which quotations are not available.

11


For those investments for which market quotations are not readily available, or when such market quotations are deemed by the Advisor not to represent fair value, the Company’s board of managers has approved a multi-step valuation process to be followed each fiscal quarter, as described below:

 

1.

Each investment is valued by the Advisor in collaboration with the relevant sub-advisor;on a quarterly basis;

 

2.

ForMateriality is assessed quarterly on all investments withto determine whether an independent review is appropriate. The Advisor engages a stated maturity of greater than 12 months, the Company has engaged Duff & Phelps, LLC (“Duff & Phelps”)third-party valuation firm to conduct aan independent review onof the reasonableness of the Company’sAdvisor’s internal estimates of fair value on each assetqualifying loans, and to provide an opinion of whether they concur with the Advisor’s analysis. The independent assessment occurs on a quarterly rotatingdiscretionary basis based on qualifications that takes into account both quantitative thresholds and qualitative considerations, as determined by the Advisor. The analysis performed by the independent valuation firm was based upon data and assumptions provided to it by the Company and received from third party sources, which the independent valuation firm relied upon as being accurate without independent verification. The results of the analyses performed by the independent valuation firm are among the factors taken into consideration by the Company and its management in making its determination with eachrespect to the fair value of such investments, being reviewed at least annually,but are not determinative. The Company and provide an opinion thatits management are solely and ultimately responsible for determining the Advisor’s estimate of fair value for each investment is reasonable;of the Company’s investments in good faith;

 

3.

The audit committee of the Company’s board of managers reviews and discusses the preliminary valuation prepared by the Advisor and any opinionreport rendered by Duff & Phelps;the independent valuation firm; and

 

4.

The board of managers discusses the valuations and determines the fair value of each investment in the Company’s portfolio in good faith based on the inputinputs which include but are not limited to, inputs of the Advisor, Duff & Phelpsthe independent valuation firm and the audit committee. The Company and its board of managers isare solely and ultimately responsible for the determination, in good faith, of the fair value of each investment.

Below is a description of factors that the Company’s board of managers may consider when valuing the Company’s investments.

Any potential valuation adjustments are subject to a materiality threshold as determined by the Advisor. Due to the fact that all non-Watch List investments are performing loans, with no macroeconomic indicator or other event observed that would reasonably be expected to have a material impact on the underlying performance or collateral value of the investment, most of these investments generally do not deviate materially from the amortized cost. If, pursuant to the Company's quarterly review, the Company determines that one or more material valuation adjustments are appropriate, then the Company adjusts the fair value. Historically, in most cases when these adjustments that have resulted in a fair value that is materially different from the investment’s amortized cost, the Company has determined to place it on the Watch List. Fixed income investments are typically valued utilizing a market approach, income approach, costcollateral based approach, or a combination of these approaches (and any others, as appropriate). The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including the sale of a business) and is used less frequently due to the private nature of the Company’s investments. The income approach uses valuation techniques to convert future amounts (for example, interest and principal payments) to a single present value amount (discounted)(Discounted Cash Flow or “DCF”) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. The cost approach is a valuation technique thatFor Watch List investments, the Company predominantly uses the concept of replacement costincome approach, but may also use a collateral based approach (also known as an indicator of value.  The premisea liquidation or net recovery approach), or a hybrid approach consisting of the costincome approach holds that a prudent investor would pay no more for an asset thanand the amount for which the asset could be replaced.  To clarify, the costcollateral based approach. The collateral based approach as a method for valuing an investment is to be distinguished from holding an investment at cost asuses estimates of the initial investment date.  collateral value of the borrower’s assets using an expected recovery model.  When using the collateral based approach, the Company determines the fair value of the remaining assets, discounted to reflect the anticipated amount of time to recovery and the uncertainty of recovery.  The Company also may make further adjustments to account for anticipated costs of recovery, including legal fees and expenses. In following a given approach, the types of factors that the Company may take into account in valuing the Company’s investments include, as applicable:

Macro-economic factors that are relevant to the investment or the underlying borrower

Industry factors that are relevant to the investment or the underlying borrower

Historical and projected financial performance of the borrower based on most recent financial statements

Borrower draw requests and payment track record


Loan covenants, duration and drivers

Performance and condition of the collateral (nature, type and value) that supports the investment

Sub-Advisor recommendation as to possible impairment or reserve, including updates and feedback

For participations, the Company’s ownership percentage of the overall facility

Key inputs and assumptions that are believed to be most appropriate for the investment and the approach utilized

Applicable global interest rates

Impact of investments placed on non-accrual status

With respect to the investment or the underlying obligor

Industry factors that are relevant to the investment or the underlying obligor

Historicalwarrants and projected financial performance ofother equity investments, as well as certain fixed income investments, the obligor based on most recent financial statements

Borrower draw requests and payment track record

Loan covenants, duration and drivers

Performance and condition of the collateral (nature, type and value) that supports the investment

Sub-Advisor recommendation as to possible impairment or reserve, including updates and feedback

For participations, the Company’s ownership percentage of the overall facility

Key inputs and assumptions that are believed to be most appropriate for the investment and the approach utilized

The Company may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies, option pricing models or industry practices in determining fair value. The Company may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, as well as any other factors the Company deems relevant in measuring the fair values of the Company’s investments.

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

The Company records all of its investment transactions on a trade date basis. The Company measures net realized gains or losses by the difference between the net proceeds from the repayment or sale on investments and the amortized cost basis of the investment including unamortized upfront fees and prepayment penalties. Realized gains or losses on the disposition of an investment are calculated using the first in first out (FIFO)specific identification method, utilizing the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties.recognized. 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.

12


Payment-in-Kind Interest

The Company may havehas investments that contain a payment-in-kind, or PIK, interest provision. For loans with contractual PIK interest, any interest will be added to the principal balance of such investments and be recorded as income, if the valuation indicates that such interest is collectible.collectible as of September 30, 2022. For the three and nine months ended September 30, 2022, the Company earned and capitalized PIK interest of $4,675,878 and $15,857,638, respectively. For the three and nine months ended September 30, 2021, the Company earned and capitalized PIK interest of $6,049,186 and $15,640,421, respectively.

Distribution and Ongoing Dealer Manager and Service Fees

The Company pays a distribution fee equal to 0.8% per annum of the Company’s current estimated value per share for each Class C unit sold in the Offering or pursuant to a private placement. The distribution fee is payable until the earlier to occur of the following: (i) a listing of the Class C units on a national securities exchange, (ii) following completion of each respective offering, total selling compensation equaling 10% of the gross proceeds of such offering, or (iii) there are no longer any Class C units outstanding. In addition, the Company pays an ongoing dealer manager fee for each Class I unit and Class W unit sold pursuant to a private placement. The aggregate amount of underwriting compensation for each public and private offering of the Class A, Class C, Class I, Class Y and Class W units, including any applicable distribution fee andSuch ongoing dealer manager fee , cannot exceedis payable for five years until the Financial Industry Regulatory Authority’s 10% capearlier of: (x) the date on underwriting compensation.which such Class I units or Class W units are repurchased by the Company; (y) the listing of the Class I units or Class W units on a national securities exchange, the sale of the Company or the sale of all or substantially all of the Company’s assets; or (z) the fifth anniversary of the admission of the investor as a unitholder. Further, the Company pays an ongoing service fee for each Class W unit sold pursuant to the private placement.  Such ongoing service fee is payable for six years until the earlier of: (x) the date on which such Class W units are repurchased by the Company; (y) the listing of the Class W units on a national securities exchange, the sale of the Company or the sale of all or substantially all of the Company’s assets; or (z) the sixth anniversary of the admission of the investor as a unitholder. The distribution fees, and ongoing dealer manager fees and service fees are not paid at the time of purchase.  Such fees are payable monthly in arrears, as they become contractually due.

In prior periods, theThe Company had been recording distribution fees as a periodic charge to equity as they are incurred.  Starting in June 2016, the Company determined to accountaccounts for the distribution fees as a charge to equity at the time each Class C unit iswas sold in itsthe Offering and recordrecorded a corresponding liability for the estimated amount to be paid in future periods. The Company accounts for the ongoing dealer manager fees and service fees paid in connection with the sale of Class I and Class W units in the private placement in the same manner. At September 30, 2017,2022, the estimated unpaid aggregate distribution feefees for Class C units amounted to $1,939,000 and$409,000, the unpaid dealer manager feefees for Class I units amounted to $22,000.$18,000 and the unpaid dealer manager and service fees for Class W units amounted to $1,000.

Income Taxes

The Company is classified as a partnership for U.S. federal income tax purposes. As such, the Company allocates all income or loss to its unitholders according to their respective percentage of ownership, and is generally not subject to tax at the entity level. Therefore, no provision for federal or state income taxes has been included in these financial statements.

12


The Company and its subsidiaries may be subject to withholding taxes on income and capital gains imposed by certain countries in which the Company invests. The withholding tax on income is netted against the income accrued or received. Any reclaimable taxes are recorded as income. The withholding tax on realized or unrealized gain is recorded as a liability.

The Company follows the guidance for uncertainty in income taxes included in the ASC 740, Income Taxes. This guidance requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position.

As of September 30, 2017,2022, no tax liability for uncertain tax provision had been recognized in the accompanying financial statements nor did the Company recognize any interest and penalties related to unrecognized tax benefits. The earliest year that the Company’s income tax returns are subject to examination is the period endingended December 31, 2013.2017.

Unitholders are individually responsible for reporting income or loss, to the extent required by the federal and state income tax laws and regulations, based upon their respective share of the Company’s income and expense as reported for income tax purposes.

Calculation of Net Asset Value

The Company’s net asset value is calculated on a quarterly basis. As of September 30, 2017,2022, the Company has fivesix classes of units: Class A units, Class C units, Class I units, Class W units, and Class Y units with only Class A units, Class C units, Class I units and Class Y units outstanding.Z units. All units participate in the income and expenses of the Company on a pro-rata basis based on the number of units outstanding. Under GAAP, pursuant to the SEC guidance, effective June 30, 2016, the Company records liabilities for distribution(i) ongoing fees that the Company (i) currently owes to the dealer manager under the terms of the dealer manager agreement and (ii) for an estimate of the fees that the Company may pay to the dealer manager in future periods. As of September 30, 2017,2022, under GAAP, the Company has recorded a liability in the amount of $1,961,000$428,000 for the estimated future amount of Class C unit distribution fee andfees, Class I unit dealer manager feefees, Class W unit ongoing dealer manager fees and Class W unit service fees payable.

The Company is not required to determine its net asset value under GAAP and thus, the Company’s determination of net asset value per share for Class C units now varies from GAAP. In the prior periods, the Company deducted the liability for the estimated future distribution fees in the Company’s net asset value calculation for Class C units. As a result, for each period from June 30, 2016 through March 31, 2017, the Class A and Class I units had a higher net asset value per unit than Class C units with the difference being the result of the future distribution fee deduction for Class C units. The Company has determined that such approach is not the most appropriate for determining net asset value per share for Class C units and, beginning with the net asset value determination as of June 30, 2017, the Company willdoes not deduct the liability for estimated future distribution fees in its

13


calculation of net asset value per shareunit for Class C units. Further, the Company willdoes not deduct the liability for estimated future dealer manager fees in its calculation of the net asset value per shareunit for Class I units and Class W units. Likewise, the Company does not deduct the liability for estimated future service fees in its calculation of the net asset value per unit for Class W units. The Company believes this approach is consistent with the industry standard and is more appropriate since the Company intends for the net asset value to reflect the estimated value on the date that the Company determines its net asset value.

Accordingly, the Company believes that its estimated net asset value at any given time should not include consideration of any estimated future distribution, ongoing dealer manager or service fees that may become payable after such date. As a result, of this change in the calculation of the net asset value, as of September 30, 2017,2022, each of the Class A, Class C, Class I, Class W, Class Y and Class YZ units have the same net asset value per unit of $8.507. As of March 31, 2017, Class A and Class I units had a net asset value of $8.529 per unit and Class C units had a net asset value of $8.267 (with a blended net asset value of $8.467 per unit). The increase in the net asset value per Class C unit from $8.267 as of March 31, 2017 to $8.507 as of September 30, 2017approximately $6.84, which is solely as a result of the change in the treatment of future distribution fees in the net asset value calculation discussed above and is not reflective of any increase in the value of the Company’s assets. Without taking into account the change in the treatment of the future distribution fees,different than the net asset value per unit has decreased by $0.022of approximately $6.81 (on an aggregate basis for all unit classes) as shown in Note 10 – Financial Highlights. This net asset value per unit reflects a decrease of approximately $0.28 per unit from $8.529the net asset value per unit of approximately $7.12 as of MarchDecember 31, 20172021. The decrease in net asset value per unit was due to $8.507 asa combination of factors, including the adverse impact of COVID-19 and inflation and the Company having recorded $10,866,588 in unrealized depreciation on its investments during the nine months ended September 30, 2017 as a result of the Sponsor’s determination to absorb a reduced amount of operating expenses during the second quarter of 2017. In addition, the Company failed to realize sufficient investment income during the second quarter of 2017, as a result of delays in finding suitable investments, to cover operating expenses.   2022.

See Note 3 “Investments — Watch List Investments” for additional information.

Net Income (Loss) per Unit

Basic net income (loss) per unit is computed by dividing net income (loss) by the weighted average number of members’ units outstanding during the period. Diluted net income or loss per unit is computed by dividing net income (loss) by the weighted average number of members’ units and members’ unit equivalents outstanding during the period. The Company did not have any potentially dilutive units outstanding at September 30, 20172022 and 2016.2021.

Organization and Offering Costs

The Sponsor has incurred organization and offering costs on behalf of the Company. Organization and offering costs areincurred in connection with the Offering were reimbursable to the Sponsor to the extent the aggregate of selling commissions, dealer manager fees and other organization and offering costs dodid not exceed 15.0% of the gross offering proceeds raised from the Offering (the “O&O Reimbursement Limit”) raised from the Offering and will bewere accrued and payable by the Company only to the extent that such costs dodid not exceed the O&O Reimbursement Limit. ReimbursementReimbursements to the Sponsor of organization and offering costs that exceed the O&O Reimbursement Limit will be expensed in the period they become reimbursable, which is dependent on the gross offering proceeds raised in such period, and are therefore not included on the Statements of Assets and Liabilities as of September 30, 2017 and December 31, 2016. These expense reimbursements are subject to regulatory caps and approval by the Company’s board of managers. Reimbursements to the Sponsor are included as a reduction to net assets on the Consolidated Statement of Changes in Net Assets. Based on the proceeds raised in the Offering atas of the end of the primary offering,Offering, the organization and offering expenses equaled to 4.7% ofcosts have not exceeded the gross proceeds.  As a result of the termination of the primary offering, effective March 31, 2017, the Company no longer pays the dealer manager selling commissions and dealer manager fees under a dealer manager agreement relating to the Offering.O&O Reimbursement Limit. The Company will continuecontinues to incur certain organization and offering costs associated with the DRP as well as the ongoing fees described above in “Distribution and ongoing distribution fees on Class C units. In addition,Ongoing Dealer Manager and Service Fees.” The Company may incur these costs directly, or may reimburse the Sponsor has and may continue to incur organization andfor paying these offering costs on behalf of the Company in connection with private placements of the Company’s units and the Company will pay selling commissions, dealer manager fees and ongoing distribution and dealer manager fee to the dealer manager for certain sales pursuant to a private placement.  As of September 30, 2017 the Sponsor has incurred $115,730 in organization and offering costs on behalf of the Company related to a private placement of the Company’s units.  As of September 30, 2017, the Company has reimbursed $17,972 of the organization and offering incurred relating to such private placement.Company.           

Operating Expense Responsibility Agreement

On November 10, 2017, the Company, Advisor and the Sponsor entered into an Amended and Restated Operating Expense Responsibility Agreement (“Responsibility Agreement”) originally effective as of June 11, 2013 and covering expenses through September 30, 2017. Since the inception of the Company through September 30, 2017, pursuant to the terms of the Responsibility Agreement, the Sponsor has paid approximately $12,347,400 of operating expenses, management fees, and incentive fees on behalf of the Company and will pay or reimburse to the Company an additional $4,313,400 of expenses, which have been accrued by the Sponsor as of September 30, 2017. The Sponsor will only be entitled to reimbursement of the cumulative Company expenses to the extent the Company’s investment income in any quarter, as reflected on the statement of operations, exceeds the sum of (a) total distributions to unitholders incurred during the quarter and (b) the Company’s expenses as reflected on the statement of operations for the same quarter (the “Reimbursement Hurdle”). To the extent the Company is not successful in satisfying the Reimbursement Hurdle, no amount will be payable in that quarter by the Company for reimbursement to the Sponsor of the cumulative Company expenses. The Company has not met the Reimbursement Hurdle for the quarter ended September 30, 2017. Therefore, expenses of the Company covered by the Responsibility Agreement have not been recorded as expenses of the Company as of September 30, 2017. In accordance with ASC 450, Contingencies, such expenses will be accrued and payable by the Company in the period that they become

14


both probable and estimable.  The Sponsor may demand the reimbursement of cumulative Company expenses covered by the Responsibility Agreement to the extent the Company exceeds the Reimbursement Hurdle during any quarter.


Recently Issued Accounting Pronouncements

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), emerging growth companies can delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company is choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, the Company’s financial statements may not be comparable to those of companies that comply with public company effective dates. There are no new or revised accounting standards that the Company has not adopted.

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The update supersedes the revenue recognition requirements in ASC 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. In July 2015, the FASB deferred the implementation of this standard by one year.  ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. The guidance does not apply to revenue associated with financial instruments, including loans and investments that are accounted for under other U.S. GAAP. As a result, the Company does not expect the new revenue recognition guidance to have a material impact on the elements of its consolidated statements of operations, most closely associated with financial instruments, including interest and fees income. The Company plans to adopt the revenue recognition guidance in the first quarter of 2018.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40).” ASU 2014-15 addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Management has adopted this guidance effective for the fourth quarter of 2016.

In June 2016, the FASB issued ASUAccounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces an approach based on expected losses to estimate credit losses on certain types offor financial instruments.instruments measured at amortized cost. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.2022. The guidance requires companies to apply the requirements in the year of adoption through cumulative adjustment with some aspects of the update requiring a prospective transition approach. We are currently evaluatingThe Company believes that the potential impact of the pending adoption of ASU 2016-13 will not have a material impact on ourits consolidated financial statements.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force).” ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 addresses eight classification issues related to the statement of cash flows: (i) debt prepayment or debt extinguishment, (ii) settlement of zero-coupon bonds, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interest in securitizations transactions and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The guidance requires companies to apply the requirements retrospectively to all prior periods presented. If it is impracticable for a company to apply ASU 2016-15 retrospectively, requirements may be applied prospectively as of the earliest date practicable. We are currently evaluating the potential impact of the pending adoption of ASU 2016-15 on our consolidated financial statements.

15


Risk Factors

The Company has limited operating history and is subject to the business risks and uncertainties associated with any new business. As an externally-managed company, the Company is largely dependent on the efforts of the Advisor, the sub-advisors and other service providers and ishas been dependent on the Sponsor for financial support.support in prior periods.

The Company’s sub-advisors are responsible for locating, performing due diligence and closing on suitable acquisitions based on their access to local markets, local market knowledge for quality deal flow and extensive local private credit experience. However, because the sub-advisors are separate companies from the Advisor, the Company is subject to the risk that one or more of its sub-advisors will be ineffective or materially underperform. The Company’s ability to achieve its investment objectives and to pay distributions to unitholders will be dependent upon the performance of its sub-advisors in the identification, performance of due diligence on and acquisition of investments, the determination of any financing arrangements, and the management of the Company’s projects and assets. The Company is subject to the risk that the Company’s sub-advisors may fail to perform according to the Company’s expectations, or the due diligence conducted by the sub-advisors may fail to reveal all material risks of the Company’s investments, which could result in the Company being materially adversely affected.

The Company is subject to financial market risks, including changes in interest rates. Global economies and capital markets can and have experienced significant volatility, which has increased the risks associated with investments in collateralized private debt instruments. Investment in the Company carries risk and there are no guarantees that the Company’s investment objectives will be achieved. The Company relies on the ability of the Advisor and the ability of the sub-advisors’ investment professionals to obtain adequate information to evaluate the potential returns from these investments, which primarily are made in, with or through private companies. If the Company is also exposedunable to uncover all material information about these companies or is provided incorrect or inadequate information about these companies from the Company’s subadvisors, the Company may not make a fully informed investment decision, and the Company may lose money on its investments. As described further in “Note 3—Investments—Watch List Investments,” IIG was the sub-advisor with respect to five of the 21 investments that the Company has deemed Watch List investments, which are investments with respect to which the Company has determined there have been significant changes in the credit and collection risk relatedof the investment.  As described in Note 3, IIG failed to maintaining allprovide the Company with complete and accurate information with respect to the Company’s investments for which IIG was the sub-advisor, and sold the Company a $6 million participation in a loan that did not exist.  In November 2019, the SEC charged IIG with fraud and revoked IIG's registration as an investment adviser. On March 30, 2020, the SEC obtained a final judgment on consent that enjoins IIG from violating the antifraud provisions of the federal securities laws. IIG has ceased operations and the Company does not expect to receive any further reporting from IIG with respect to its cash at a major financial institution.outstanding investments. IIG’s acts and omissions have negatively affected and are likely to continue to negatively affect the value of certain of the Company’s investments, which could adversely affect returns to the Company’s unitholders.

The Company’s investments consist of loans, loan participations and trade finance participations that are illiquid and non-traded, making purchase or sale of such financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.

The value of the Company’s investments in loans may be detrimentally affected to the extent, among other things, that a borrower defaults on its obligations, there is insufficient collateral securing the loan and/or there are extensive legal and other costs incurred in collecting on a defaulted loan, observable secondary or primary market yields for similar instruments issued by comparable companies increase materially or risk premiums required in the market between smaller companies, such as the Company’s borrowers, and those for which market yields are observable increase materially. The majority of the Company’s investments are in the form of participation interests, in financing facilities originated by one of the Company’s sub-advisors. Accordingly, the Company’s counterparty for investments in participation interests generally will be the respective sub-advisor or its affiliate. The Company will not have a contract with the underlying borrower and therefore, in the event of default, will not have the ability to directly seek recovery against the collateral and instead will have to seek recovery through the Company’s sub-advisor counterparty, which

14


increases the risk of full recovery. These risks may be further exacerbated by the adverse impact the COVID-19 pandemic has had and is expected to continue to have on the business of our borrowers. In addition, as of September 30, 2017,2022 and December 31, 2021, all of the Company’s investments arewere denominated in U.S. dollars. If the U.S. dollar rises, it may become more difficult for borrowers to make loan payments if the borrowers are operating in markets where the local currencies are depreciating relative the U.S. dollar.

In addition, certain of the Company’s investments in loans contain a PIK interest provision. These investments may expose us to higher risks, including an increased risk of potential loss because PIK interest results in an increase in the size of the outstanding loan balance. The Company may also be exposed to the risk that it may be more difficult to value the investments because the continuing accrual of interest requires continuing subjective judgments about the collectability of the deferred payments and the value of the underlying collateral. To the extent the loan is structured as a PIK interest-only loan, the probability and magnitude of a loss on the Company’s investment may increase.

At September 30, 2017,2022, the Company’s investment portfolio included 43 companies and was comprised of $62,845,636 or 20.2% in senior secured term loans, $105,081,088 or 33.6% in senior secured term loan participations, $119,437,912 or 38.2% in senior secured trade finance participations, and $25,000,000 or 8.0% in short term notes. The Company’s largest loan by value was $16,259,084$37,254,268 or 5.2%12.6% of total investments.investments and provides for PIK interest, with principal and interest due at maturity. The Company’s 5five largest loans by value comprised 24.8%37.0% of the Company’s portfolio at September 30, 2017.2022. Participation in loans amounted to 71.8%58.4% of the Company’s total portfolio at September 30, 2017. 

2022.

Note 3. Investments

As of September 30, 2017,2022, the Company’s investments consisted of the following: 

 

 

 

 

 

 

 

 

 

Percentage

 

 

 

 

 

 

 

 

 

 

Percentage

 

 

Amortized Cost

 

 

Fair Value

 

 

of Total Investments

 

 

Amortized Cost

 

 

Fair Value

 

 

of Total

Investments

 

Senior secured term loans

 

$

62,845,636

 

 

$

62,845,636

 

 

 

20.2

%

 

$

129,266,765

 

 

$

118,328,770

 

 

 

39.9

%

Senior secured term loan participations

 

 

105,081,088

 

 

 

105,081,088

 

 

 

33.6

%

 

 

146,219,640

 

 

 

128,851,567

 

 

 

43.4

%

Senior secured trade finance participations

 

 

119,496,989

 

 

 

119,437,912

 

 

 

38.2

%

 

 

67,761,665

 

 

 

44,591,325

 

 

 

15.0

%

Short term notes

 

 

25,000,000

 

 

 

25,000,000

 

 

 

8.0

%

Other investments

 

 

6,000,000

 

 

 

3,758,063

 

 

 

1.3

%

Equity warrants

 

 

 

 

 

1,205,503

 

 

 

0.4

%

Total investments

 

$

312,423,713

 

 

$

312,364,636

 

 

 

100.0

%

 

$

349,248,070

 

 

 

296,735,228

 

 

 

100.0

%

As of December 31, 2021, the Company’s investments consisted of the following:

 

 

 

 

 

 

 

 

 

 

Percentage

 

 

 

Amortized Cost

 

 

Fair Value

 

 

of Total

Investments

 

Senior secured term loans

 

$

122,535,227

 

 

$

119,374,062

 

 

 

39.5

%

Senior secured term loan participations

 

 

147,557,201

 

 

 

132,290,743

 

 

 

43.9

%

Senior secured trade finance participations

 

 

67,157,549

 

 

 

45,092,689

 

 

 

15.0

%

Other investments

 

 

6,000,000

 

 

 

3,758,063

 

 

 

1.2

%

Equity warrants

 

 

 

 

 

1,088,168

 

 

 

0.4

%

Total investments

 

$

343,249,977

 

 

$

301,603,725

 

 

 

100.0

%

 

Participations

The majority of the Company’s investments are in the form of Participation Interestsparticipation interests (“Participations”). Participations are interests which may be divided or undivided, in financing facilities.facilities originated by one of the Company’s sub-advisors. Participations may be interests in one specific loan or trade finance transaction, several loans or trade finance transactions under a facility, or may be interests in an entire facility.  The Company’s rights under Participations include, without limitations,limitation, all corresponding rights in payments, collaterals,collateral, guaranties, and any other security interests obtained by the respective sub-advisor in the underlying financing facilities.

Interest Receivable

Depending on the specific terms of the Company’s investments, interest earned by the Company is payable either monthly, quarterly, or, in the case of most trade finance investments, at maturity.  As such, some of the Company’s trade finance investments have up to 300 days of accrued interest receivable as of September 30, 2017.   In addition, certain of the Company’s investments in term loans accrue deferred interest, which is not payable until the maturity of the loans. Accrued deferred interest included in the interest receivable balance as of September 30, 20172022 and December 31, 20162021 amounted to $2,269,845approximately $4,164,000 and $1,403,416,$3,487,000, respectively. The Company’s interest receivable balances at September 30, 20172022 and December 31, 20162021 are recorded at the amounts that the Company expects to collect.

 


16


Trade Finance

 

Trade finance encompasses a variety of lending structures that support the export, import or sale of goods between producers and buyers in various countries and across various jurisdictions. The strategy is most prevalent in the financing of commodities. The Company’s Participations in trade finance positions typically fall into two broad categories: pre-export financing and receivable/inventory financing. Pre-export financing representrepresents advances to borrowers based on proven orders from buyers. Receivable/inventory financing represents advances on borrowers’ eligible receivable and inventory balances. For trade finance, the structure and terms of the facility underlying the Company’s Participations vary according to the nature of the transaction being financed. The structure can take the form of a revolver (up to one year) with multiple draw requests withand maturity of up to one year based on collateral and performance requirements. The structure can also be specific to the individual transaction being financed, which typically have shorter durations of 60 – 180 days. In terms ofWith respect to underwriting, particular consideration is given to the following:

nature of the goods or transaction being financed,

nature of the goods or transaction being financed,

the terms associated with the sale and repayment of the goods,

the terms associated with the sale and repayment of the goods,

the execution risk associated with producing, storing and shipment of the goods,

the execution risk associated with producing, storing and shipment of the goods,

the financial and performance profile of both the borrower and end buyer(s),

the financial and performance profile of both the borrower and end buyer(s),

the underlying advance rate and subsequent LTV associated with lending against the goods that serve to secure the facility or transaction,

the underlying advance rate and subsequent Loan to Value (“LTV”) associated with lending against the goods that serve to secure the facility or transaction,

collateral and financial controls (collection accounts and inventory possession),

collateral and financial controls (collection accounts and inventory possession),

third party inspections and insurance, and

third party inspections and insurance, and

the region, country or jurisdiction in which the financing is being completed.

the region, country or jurisdiction in which the financing is being completed.

 

Collateral varies by transaction, but is typically raw or finished goods inventory, and/or receivables.  In the case of pre-export finance, the transaction is secured by purchase orders from buyers or offtake contracts, which are agreements between a buyer and seller to purchase/sell a future product.

 

Terms depend on the nature of the facility or transaction being financed. As such, they depend on the credit profile of the underlying financing, as well as the speed and detail associated with the request for financing. Interest can be paid as often as monthly or quarterly on revolving facilities (one year in duration) or at maturity when dealing with specific transactions with shorter duration, which is the case for the majority of the Company’s trade finance positions. At times, settlement can be delayed due to documentation, shipment, transportation or port clearing issues, delays associated with the end buyer or off-taker assuming possession, possible changes to contract or offtake terms, and the aggregation of settlement of multiple individual transactions. Conversely, at times payments are made ahead of schedule, as transactions either clear faster than expected, borrowers decide to prepay or pay down ahead of schedule, counterparties clear multiple individual transactions in one settlement, or less expensive financing is secured by the borrower.

 

On occasion, the Company may receive notice from the respective sub-advisor that a borrower or counterparty to a financing facility underlying one of the Company’s Participations intends to pay ahead of schedule or in one lump sum (settling multiple draw requests all at once). Depending on timing and the ability to redeploy these funds, combined with projected inflows of fund capital, these outsize payments can negatively impact the Company’s performance. In these situations, the credit profile of the borrower, and the transaction in general, is reviewed with the sub-advisor and a request may be made to either stagger payments, where at all possible, or request that payment only be made at the end of that specific financial quarter. These requests or accommodations, which happen very rarely, will only be made where the Company has strong comfort in and around the credit profile of the transaction or borrower.

Short Term Investments

 

Short term note investments are defined by the Company as investments that generally meet the standard underwriting guidelines for trade finance and term loan transactions and that also have the following characteristics: (1) maturity of less than one year, (2) loans to borrowers to whom, at the time of funding, the Company does not expect to re-lend. Impact data is not tracked for short term investments. In the prior periodic reports,

Warrants

Certain investments, including loans and participations, may carry equity warrants, which allow the Company included Short Term Investments within the Trade Finance sectionto buy shares of the Schedule of Investments.  Due to Short Term Investments’ unique characteristics,portfolio company at a given price, which the Company has determinedmay exercise at its discretion during the life of the portfolio company. The Company’s goal is to presentultimately dispose of such equity interests and realize gains upon the disposition of such interests. However, these investments separately.warrants and equity interests are generally illiquid and it may be difficult for the Company to dispose of them. In addition, the Company expects that any warrants or other return enhancements received when the Company makes or invests in loans may require several years to appreciate in value and may not appreciate at all.

 


ProdesaWatch List Investments

AsThe Company monitors and reviews the performance of its investments and if the Company determines that there are any significant changes in the credit and collection risk of an investment, the investment will be placed on the Watch List. The Company places an investment on the Watch List when it believes the investment has material performance weakness driven by company-specific and macro events that may affect the timing of future cash flows. For all Watch List investments, the Company evaluates: (i) liquidation value of collateral; (ii) rights and remedies enforceable against the borrower; (iii) any credit insurance and/or guarantees; (iv) market, sector and macro events and (v) other relevant information (e.g., third party purchase of the borrower and potential or ongoing litigation). At September 30, 2017, the Company’s investment in Corporacion Prodesa S.R.L. (“Prodesa”) is comprised of two senior secured term loan participations2022, eleven portfolio companies were on non-accrual status with an aggregate balancefair value of $3,330,000 and $1,750,000 due under a senior secured purchase order revolving credit facility.  The Company has been working with Prodesa to re-align its operations since 2015, starting with a senior secured purchase order revolving credit facility.  The purchase order facility is secured by specific purchase orders from customersapproximately $38,181,000 or 12.9% of Prodesa, as well as pledges of additional unencumbered assets and all shares of Prodesa. A number of draws and repayments have

17


occurred under this facility. For example, during the year ended December 31, 2016, the Company funded seven additional draws under the purchase order facility for an aggregate of $1,750,000.

On January 31, 2017, the Company entered into a series of loan amendments with Prodesa. First, the $2,000,000 term loan facility with an original maturity date of July 15, 2016 was amended to increase the commitment to $3,540,000 to finance the acquisition of additional machinery and equipment and refinance existing property. As part of the amendment, the loan facility also extended the maturity date to July 28, 2021, and amended the interest rate on the $3,540,000 loan to 12.00% per annum, reflecting the increased and improved collateral supporting the loan facility. Separately, the Company simultaneously entered into amendments for the $750,000 inventory loan facility and the $1,750,000 purchase order facility to extend those facilities to mature concurrently with the amended term loan facility above, as each facility is cross-defaulted and cross-collateralized.  The $750,000 inventory loan, with an original maturity date February 15, 2015 and previously extended to December 22, 2016, now matures on July 28, 2021. The $1,750,000 purchase order facility, with an original maximum term of December 31, 2020, now matures on July 28, 2021.

The Company has estimated the fair value of the Prodesa loans as of September 30, 2017 at $5,080,000 basedCompany’s total investments. At December 31, 2021, nine portfolio companies were on the income valuation approach as further described in Note 4.

Usivale  

In May 2015, one of the Company’s borrowers, Usivale Industria E Commercio (“Usivale”),non-accrual status with an aggregate principal balancefair value of $3,000,000, notified the Company that it would be unable to make its monthly interest payment for May 2015 and requested the defermentapproximately $25,393,000 or 8.4% of interest payments until October 2015. Usivale is a sugar producer located in Brazil that has been in business since 1958.  Usivale’s business is highly cyclical and it generates the majority of its revenues during the first and fourth quarters of any calendar year.  In accordance with the terms of the loans, the Company originally increased the annual interest rate charged Usivale from 12.43% to 17.43%.  On August 27, 2015, Usivale filed for judicial recuperation or recovery (the “Filing”) with the local court in Brazil.  The Filing was led by the ongoing pricing pressure within the sugar market, leading up to the material drop in the month of August, when prices reached a seven year low. The Filing provided for a 180 day “standstill” period relative to any claim for payment by Usivale’s creditors. During this period, Usivale was permitted to operate as usual, but was required to develop and present a recovery plan to its creditors to allow it to emerge from judicial recovery. Usivale submitted an initial plan to the judicial court for review at the end of November 2015, which was published by the court on January 19, 2016. Creditors had 30 days to review and either approve or reject the plan. As the only secured creditor within the greater credit group, the Company’s acceptance of any plan was required.  The Company placed Usivale on non-accrual status effective August 27, 2015, the date of the judicial recovery filing.

On February 17, 2016, the Company filed a rejection of the plan presented by Usivale. In accordance with the judicial recovery process, a general assembly of Usivale’s creditors was held on June 14, 2016 and an agreed upon restructure plan was submitted to the court and subsequently approved by the court on October 7, 2016. Under the restructure plan, interest on the principal started accruing effective July 1, 2016 at an annual rate of 12.43% and Usivale is required to make annual principal payments starting in the fourth quarter of 2016. On November 10, 2016, the Company received payments of principal and interest of $316,777 and $144,390, respectively.  The Company recorded the $144,390 payment as interest income and started accruing interest on the unpaid principal effective November 10, 2016. As of September 30, 2017, the principal balance of the Usivale loans amounted to $2,851,296 and the Company has estimated the fair value of the Usivale loans at $2,851,296, which is based on a discounted cash flow analysis (income approach).  Due to the ongoing volatility, the Company continues to closely monitor sugar prices and the associated impact on Usivale.

Fruit and Nut Distributor

The Company has a trade finance participation with a fruit and nut distributor (the “Distributor”) located in South Africa, with aCompany’s total balance outstanding of $785,806 of as September 30, 2017. The Distributor’s trade finance participation has a stated maturity date of May 22, 2015, which the Company agreed to extend. The Distributor had made partial payments of principal during 2015 and 2016 (the original loan from the Company to the Distributor was for $1,250,000), with the most recent payment being made in January 2017. Through the latter part of 2015, the depreciation in the South African Rand has proven to be problematic for the Distributor given that it has to purchase its inventory in U.S. Dollars and then sells in South African Rand. This situation has led the Distributor to experience some cash flow difficulties and operating losses.investments. As of September 30, 2017, the Company, together with its sub-advisor, had agreed to extend further the principal maturity date to facilitate the strategic sale of the Distributor, which closed in June 2016.  The interest rate has been fixed at 10%, with quarterly payments against the facility due based upon 50% percent of the Distributor’s quarterly profits. As a result of the sale, one of the Company’s sub-advisors now owns 50% of the Distributor.  Accordingly, the Company placed this participation on non-accrual status effective February 1, 20162022 and interest not recorded relative to the original terms of this participation amounted to approximately $34,800 and $69,300,December 31, 2021, respectively, for the three and nine months ended September 30, 2017. The Company anticipates the Distributor will make additional payments in late fourth quarter of 2017 or early 2018 following seasonal sales of some of the Distributors newly released higher end products. Based on the information available to

18


the Company and according to its valuation policies, the Company had estimated the fair value of its investment in the Distributor to be $726,729 as21 and 17 Watch List investments.

As of September 30, 2017.

 Farm Supplies Distributor

The Company had several trade finance participations in a facility to a farm supplies distributor, Neria Investment Ltd. (“Neria”), located in Zambia with an aggregate principal balance of $5,078,526 and net accrued interest of $550,370 as of June 30, 2017. The Company placed this participation on non-accrual status effective July 1, 2016. In addition, during the year ended December 31, 2016, the Company reversed $550,370 of interest income that had been previously accrued. On December 1, 2016,2022, the Company’s sub-advisor declared an event of default and filed a claim against the credit insurance policy. The insurer had 180 days from time of filing (June 1, 2017) to conclude its initial review, acceptance of the claim and waiting period. Following expiration of the waiting period, a formal demand letter was sent to the Zambian government. During the quarter ended September 30, 2017, the Company received a payment from Neria of $6,981,578, which was comprised of the entire principal balance of $5,078,526 and interest of $1,903,052.  Accordingly the Company recorded additional interest income of $1,352,682 during the three months ended September 30, 2017.  

Sesame Seed Exporter

The Company has a trade finance participation with a Sesame Seed Exporter (the “Exporter”) located in Guatemala, with a principal balance outstanding of $907,565 and accrued interest of $55,746 as of September 30, 2017. The participation has a maturity date of March 31, 2016 and is secured by inventory. During 2016, the Exporter lost a major customer, which resulted in a slowdown in business, affecting its ability to repay the amount due under the participation.  However, the Exporter has been able to secure new customers to replace the lost order(s), which should enable the Exporter to make payments to the Company.  However, the Exporter had a shipment rejected and returned, which now is in the repurposing process and as a result, the Exporter has been unable to make payments since February 2017. The Exporter has made three principal payments totaling $92,435 during October and November 2016, an interest payment of $90,402 in February 2017, an interest payment of $8,388 in July 2017 and an interest payment of $23,014 in October 2017.  Additional interest payments are expected in mid-November and before year end, such that the Exporter will be current with all interest payments. The Company has determined that there are sufficient cash flows to support the repayment of this participation and has determined, in accordance with its valuation policy, that the fair value of this investment should remain at $907,565 as of September 30, 2017. The Company has, however, placed this position on non-accrual as of July 1, 2017.

As of December 31, 2016, the Company’sWatch List investments consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

Percentage

 

 

 

Amortized Cost

 

 

Fair Value

 

 

of Total Investments

 

Senior secured term loans

 

$

28,673,487

 

 

$

28,673,487

 

 

 

14.1

%

Senior secured term loan participations

 

 

58,450,761

 

 

 

58,450,761

 

 

 

28.7

%

Senior secured trade finance participations

 

 

116,730,642

 

 

 

116,671,565

 

 

 

57.2

%

Total investments

 

$

203,854,890

 

 

$

203,795,813

 

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest not accrued on Investments on Watch List

status

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

Portfolio Company

 

Principal Balance

 

 

Fair Value

 

 

Accrued Interest

 

 

Sub-advisor

 

Valuation Approach

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Trustco Group Holdings Ltd. (3)

 

$

18,717,631

 

 

$

14,222,622

 

 

$

4,363,486

 

 

Helios

 

Collateral based approach

 

$

597,924

 

 

$

 

 

$

597,924

 

 

$

 

TRG Cape Verde Holdings Ltd.

 

 

17,987,949

 

 

 

17,101,321

 

 

 

103,035

 

 

Helios

 

Hybrid income/collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

Helios Maritime

 

 

16,443,585

 

 

 

7,476,711

 

 

 

2,811,920

 

 

Helios

 

Hybrid income/collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

Compania Argentina de Granos

   S.A. (2), (3)

 

 

12,500,000

 

 

 

5,592,112

 

 

 

664,011

 

 

IIG

 

Income approach

 

 

 

 

 

333,820

 

 

 

 

 

 

990,574

 

Frigorifico Regional Industrias

   Alimentarias, S.A.,

   Sucursal Uruguay (2), (3)

 

 

9,000,000

 

 

 

6,361,679

 

 

 

264,500

 

 

IIG

 

Collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

Sancor Cooperativas Unidas Ltda

 

 

5,802,296

 

 

 

4,393,274

 

 

 

1,347,047

 

 

IIG

 

Collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

IIG TOF B.V. (2), (3)

 

 

6,000,000

 

 

 

3,758,063

 

 

 

572,000

 

 

IIG

 

Collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

Algodonera Avellaneda S.A. (2), (3)

 

 

6,000,000

 

 

 

3,398,558

 

 

 

778,500

 

 

IIG

 

Collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

Triton Metallics Pte Ltd.

 

 

20,907,297

 

 

 

18,643,927

 

 

 

1,296,838

 

 

TransAsia

 

Income approach

 

 

 

 

 

 

 

 

 

 

 

 

Conplex International Ltd. (1), (2), (3)

 

 

9,072,469

 

 

 

1,685,937

 

 

 

 

 

TransAsia

 

Collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

Producam S.A.

 

 

16,035,023

 

 

 

15,314,592

 

 

 

 

 

Scipion

 

Hybrid income/collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

Global Pharma Intelligence

   Sarl (1), (3)

 

 

648,430

 

 

 

648,430

 

 

 

134,215

 

 

Scipion

 

Collateral based approach

 

 

24,194

 

 

 

24,194

 

 

 

71,793

 

 

 

71,793

 

Mac Z Group SARL (1), (3)

 

 

1,433,058

 

 

 

628,862

 

 

 

183,152

 

 

Scipion

 

Collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

Applewood Trading 199 Pty,

   Ltd. (1), (3)

 

 

785,806

 

 

 

83,298

 

 

 

 

 

Barak

 

Hybrid income/collateral based approach

 

 

35,143

 

 

 

35,143

 

 

 

104,283

 

 

 

104,283

 

Multiple ICD (Kenya) Limited

 

 

15,062,231

 

 

 

13,072,206

 

 

 

4,586,391

 

 

Barak

 

Income approach

 

 

 

 

 

 

 

 

 

 

 

 

Agilis Partners Holding LLC (1)

 

 

568,179

 

 

 

568,179

 

 

 

 

 

Origin

 

Income approach

 

 

 

 

 

 

 

 

 

 

 

 

Agilis Partners

 

 

12,100,913

 

 

 

11,071,375

 

 

 

361,162

 

 

Origin

 

Income approach

 

 

 

 

 

 

 

 

 

 

 

 

Usivale Industria E Commercio

   Ltda (1), (3)

 

 

2,851,296

 

 

 

555,673

 

 

 

635,932

 

 

N/A

 

Hybrid income/collateral based approach

 

 

90,573

 

 

 

90,573

 

 

 

268,766

 

 

 

268,766

 

Itelecom Holding Chile SPA (1), (3)

 

 

1,456,162

 

 

 

1,245,868

 

 

 

322,032

 

 

Alsis

 

Income approach

 

 

 

 

 

 

 

 

40,489

 

 

 

 

Limas Commodities House Limited

 

 

22,219,565

 

 

 

17,791,170

 

 

 

 

 

TransAsia

 

Hybrid income/collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

Vikudha Malaysia Sdn Bhd

 

 

18,484,703

 

 

 

16,744,391

 

 

 

896,935

 

 

TransAsia

 

Hybrid income/collateral based approach

 

 

 

 

 

 

 

 

 

 

 

 

Total Watchlist

 

$

214,076,593

 

 

$

160,358,248

 

 

$

19,321,156

 

 

 

 

 

 

$

747,834

 

 

$

483,730

 

 

$

1,083,256

 

 

$

1,435,416

 

1

Investments with a fair value equal to less than 1.0% of the aggregate fair value of the Company's net assets as of September 30, 2022. Additional information regarding Watch List investments with a fair value equal to or greater than 1.0% of the aggregate fair value of the Company's net assets as of September 30, 2022 are presented below.

2

Excludes interest not accrued with respect to investments which the Company may not legally accrue interest, such as those that are the subject of bankruptcy proceedings.

3

Investments were on non-accrual status.


As of December 31, 2021, the Company’s Watch List investments consisted of the following:

Portfolio Company

 

Principal Balance

 

 

Fair Value

 

 

Accrued Interest

 

 

Sub-advisor

 

Valuation Approach

Trustco Group Holdings Ltd.

 

$

18,253,506

 

 

$

15,184,914

 

 

$

3,668,770

 

 

Helios

 

Collateral based approach

TRG Cape Verde Holdings Ltd.

 

 

14,141,063

 

 

 

11,830,862

 

 

 

3,316,102

 

 

Helios

 

Hybrid income/collateral based approach

Helios Maritime

 

 

17,007,004

 

 

 

8,673,930

 

 

 

2,770,970

 

 

Helios

 

Hybrid income/collateral based approach

Compania Argentina de Granos

   S.A. (2), (3)

 

 

12,500,000

 

 

 

5,772,744

 

 

 

664,010

 

 

IIG

 

Income approach

Frigorifico Regional Industrias

   Alimentarias, S.A.,

   Sucursal Uruguay (2), (3)

 

 

9,000,000

 

 

 

6,361,679

 

 

 

264,500

 

 

IIG

 

Collateral based approach

Sancor Cooperativas Unidas Ltda

 

 

5,802,296

 

 

 

4,393,274

 

 

 

877,559

 

 

IIG

 

Collateral based approach

IIG TOF B.V. (2), (3)

 

 

6,000,000

 

 

 

3,758,063

 

 

 

572,000

 

 

IIG

 

Collateral based approach

Algodonera Avellaneda S.A. (2), (3)

 

 

6,000,000

 

 

 

3,398,558

 

 

 

778,500

 

 

IIG

 

Collateral based approach

Triton Metallics Pte Ltd.

 

 

19,777,304

 

 

 

17,634,943

 

 

 

833,343

 

 

TransAsia

 

Income approach

Conplex International Ltd. (2), (3)

 

 

9,500,000

 

 

 

2,495,595

 

 

 

716,452

 

 

TransAsia

 

Collateral based approach

Producam S.A.

 

 

14,979,753

 

 

 

14,387,877

 

 

 

 

 

Scipion

 

Hybrid income/collateral based approach

Global Pharma Intelligence

   Sarl (1), (3)

 

 

648,430

 

 

 

648,430

 

 

 

134,215

 

 

Scipion

 

Collateral based approach

Mac Z Group SARL (3)

 

 

1,433,058

 

 

 

628,862

 

 

 

210,568

 

 

Scipion

 

Collateral based approach

Applewood Trading 199 Pty,

   Ltd. (1), (3)

 

 

785,806

 

 

 

497,462

 

 

 

 

 

Barak

 

Hybrid income/collateral based approach

Multiple ICD (Kenya) Limited

 

 

14,612,822

 

 

 

13,058,231

 

 

 

3,689,897

 

 

Barak

 

Income approach

Usivale Industria E Commercio

   Ltda (3)

 

 

2,851,296

 

 

 

1,832,492

 

 

 

645,932

 

 

N/A

 

Hybrid income/collateral based approach

Itelecom Holding Chile SPA (1)

 

 

1,456,162

 

 

 

1,456,162

 

 

 

281,987

 

 

Alsis

 

Income approach

Total Watchlist

 

$

154,748,500

 

 

$

112,014,078

 

 

$

19,424,805

 

 

 

 

 

1

Investments with a fair value equal to less than 1.0% of the aggregate fair value of the Company's net assets as of December 31, 2021. Additional information regarding Watch List investments with a fair value equal to or greater than 1.0% of the aggregate fair value of the Company's net assets as of December 31, 2021 are presented below.

2

Excludes interest not accrued with respect to investments which the Company may not legally accrue interest, such as those that are the subject of bankruptcy proceedings.

3

Investments were on non-accrual status.

Investments through Helios Investment Partners, LLP (“Helios”) as the Sub-Advisor

Trustco Group Holdings Ltd

In January 2017, the Company purchased a $15,000,000 Participation in a term loan facility with Trustco Group Holdings Ltd (“Trustco”), a Namibia based group operating a diversified set of business lines including property development, financial services (insurance, retail banking), education, and diamond mining. Repayment on this position has been slower than originally anticipated, largely due to a slowdown in the local real estate market. Helios has been actively working with the borrower to restructure the facility. As this has proved challenging, Helios issued a notice of default and acceleration notice to Trustco along with launching initial legal proceedings on April 15, 2020. A demand has also been made against Elisenheim as guarantor in respect of Trustco’s obligations to Helios. In addition to recourse against Trustco, Helios has the benefit of a security interest in property owned by the guarantor. During the fourth quarter of 2021, an initial judgment was issued in Helios’ favor in the UK and Trustco appealed the court’s decision and the requirements to deposit the full outstanding balance into an escrow account. This appeal was dismissed in February 2022 and we are now seeking enforcement of the UK judgment in Namibia, which is proceeding and the judge ordered a pre-trial conference hearing to be held prior to March 2023. Trustco is likely to pursue an appeal of the lower court's decision to the UK's Supreme Court; however, it is expected that any such appeal would be dismissed. The fair value declined by approximately $1,426,000 during the nine months ended September 30, 2022 as a result of the Namibian dollar weaking against the USD during the third quarter of 2022, thus affecting the potential value of the property collateral.

TRG Cape Verde Holdings Ltd

In May 2016, the Company purchased a $17,000,000 Participation in a term loan facility with TRG Cape Verde Holdings Ltd (“TRG Cape Verde”), an owner and developer of resorts based in Cabo Verde. Repayment on this position has been slower than originally anticipated due to regulatory changes in TRG Cape Verde’s fundraising model, along with further challenges associated with little to no occupancy at its resort properties due to the ongoing COVID-19 pandemic. The loan was restructured with a final maturity in December 2023. In addition to the restructuring being conducted, the borrower has pledged certain of its real properties as collateral in support of its repayment obligations under this facility. All hotels are up and operational and the borrower continues to pay monthly interest payments in a timely fashion.


Helios Maritime I

Between July 2015 and December 2017, the Company purchased six Participations totaling $15,300,000 in a term loan facility with Helios Maritime I (“Helios Maritime”), a company setup for the purposes of on-lending to Starz Investment Company, Ltd., a Nigerian shipping and logistics company for the purpose of acquiring a handling tug vessel. Repayment on this position has been slower than originally anticipated due to delays in acquiring a long-term contract, which was further prolonged based on challenges presented by the COVID-19 pandemic and the volatility in oil prices. The borrower has pledged a marine vessel as collateral in support of its repayment obligations under this facility.

The borrower received a term sheet subsequent to the fourth quarter of 2021 to support its performance against its obligations, which requires an $8 million payment in exchange for a partial forgiveness of debt and restructured amortization profile. An extension was granted to the borrower to meet this requirement and while the borrower was able to secure a loan facility from a local bank for the payment, it was funded in Namibian Nira, which is a difficult currency to convert to USD. Through the quarter ended September 30, 2022, approximately $563,000 has been converted and paid; however, as the extension date has passed, a demand notice was sent to both the borrower and the guarantor during the third quarter of 2022. The Company continues to work with the borrower on payment of the $8 million, with a new expected payment date of June 2023. The delay in payment resulted in a negative valuation adjustment of approximately $634,000 during the nine months ended September 30, 2022.

Investments through IIG as the Sub-Advisor

IIG was the sub-advisor with respect to certain investments that the Company made in South America, including five of the 21 Watch List investments as of September 30, 2022. Since June 30, 2018, the Company has discovered, among other things, that IIG failed to provide the Company with complete and accurate information with respect to the investments for which IIG was the sub-advisor and, in 2017, sold the Company a $6 million participation in a loan to Nacadie (defined below) that did not exist. The Company has not received any material updated information from IIG concerning the investments for which IIG was the sub-advisor since the first quarter of 2019, despite IIG being contractually obligated to provide the Company with updated information.  

The SEC previously charged IIG with fraud on November 21, 2019 and revoked IIG's registration as an investment adviser on November 26, 2019. On March 30, 2020, the SEC obtained a final judgment on consent that enjoins IIG from violating the antifraud provisions of the federal securities laws. On July 17, 2020, the SEC filed fraud charges against David Hu, one of IIG's co-founders, who was also charged by the U.S. Attorney's Office for the Southern District of New York in a parallel criminal action. In January 2021, David Hu pled guilty to one count of securities fraud, one count of wire fraud, and one count of conspiracy to commit securities fraud and wire fraud and was sentenced to 12 years' imprisonment in April 2022. On April 13, 2021, the U.S. Attorney's Office for the Southern District of New York announced that Martin Silver, IIG's other co-founder, pled guilty to one count of conspiracy to commit investment adviser fraud, securities fraud, and wire fraud, one count of securities fraud, and one count of wire fraud for his role in overvaluing and selling fake loans to investors so IIG could collect management and performance fees. Also on April 13, 2021, the SEC filed a civil complaint against Martin Silver, asserting several claims that involve allegations of a string of frauds perpetrated by Mr. Silver and others at IIG in order to keep IIG afloat. IIG has ceased operations and the Company does not expect to receive any further reporting from IIG with respect to its outstanding investments. The Company is taking necessary steps, including legal action in some cases, in order to ascertain as much information as possible regarding these investments.

Most of the outstanding investments for which IIG was the sub-advisor were purchased from IIG TOF B.V., a Dutch Limited Liability Company advised by IIG. On December 11, 2019, a subsidiary of the Company filed an application in Amsterdam District Court to declare IIG TOF B.V. bankrupt. As set forth in the application for the Declaration of Bankruptcy, the Company and other creditors believe they have multiple due and payable claims against IIG TOF B.V. which IIG TOF B.V. has acknowledged it is unable to pay. On January 21, 2020, the Amsterdam District Court declared IIG TOF B.V. bankrupt and appointed a Dutch law firm as liquidator. The Company is seeking recovery of amounts due and payable to the Company with respect to the Participations it acquired from IIG TOF B.V. There can be no assurances as to when or if the Company will recover the amounts to which the Company believes it is entitled. Additional information regarding Watch List investments for which IIG was the sub-advisor with a fair value equal to or greater than 1.0% of the Company's net assets as of September 30, 2022 is presented below.

Compania Argentina de Granos

Between October 2016 and February 2017, the Company purchased two Participations in a trade finance facility originated by IIG TOF B.V., with Compania Argentina de Granos (“CAGSA”), as borrower. The Company purchased the initial Participation in October 2016 for $10,000,000 and subsequently increased the Participation by another $2,500,000 in February 2017. This facility was collateralized by two export contracts. CAGSA, an Argentine company, is mainly engaged in the trading of grain and oilseed and the distribution and processing of food ingredients. Due to unfavorable weather conditions, CAGSA was unable to make delivery of toasted soybean meal under the terms of its export contracts. As a result, it failed to pay IIG its outstanding principal due on June 30, 2018.

IIG previously informed the Company that it had been in active discussions with CAGSA and other CAGSA lenders to protect its rights under the credit facility. Additionally, IIG had previously informed the Company that IIG is a member of the creditors committee, which would determine all financial and restructuring options of CAGSA, which may include additional equity infusions by the existing shareholders. In February 2019, CAGSA disclosed that it had reached a preliminary settlement with its creditors.  

19


Recently, the administrator of IIG TOF B.V.’s bankruptcy proceedings in the Netherlands notified the Company that the settlement discussions with CAGSA’s creditors had resumed and are close to being finalized. The administrator indicated that the terms of the settlement being discussed are different from the terms that had been part of the preliminary settlement that had been reached in February 2019. The settlement is expected to result in the assumption of the entirety of CAGSA’s debt by its parent company, Molinos Cañuelas (“MolCa”), with a portion to be repaid over a ten-year period and the remaining portion to be repaid over a period of up to ten years from the proceeds of the sale of 62.5% of the outstanding interests in MolCa, which are expected to be pledged to the unsecured creditors of CAGSA and MolCa as part of the proposed settlement. The proposed changes to the settlement terms were less favorable to the Company with respect to its Participations than the terms of the preliminary settlement that had been reached in February 2019 (but was never finalized) and therefore, had a negative impact on the valuation of this investment. On September 27, 2021, MolCa and CAGSA filed for debt restructuring in the Argentinian bankruptcy court. On March 11, 2022, IIG TOF BV filed claims on behalf of the Company for the court to recognize the amounts due. The terms of the restructuring had been widely pre-approved by the creditors group prior to the filing. Therefore, the Company does not expect significant changes to the restructuring plan other than it will delay its implementation by an estimated 12 months.

Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay and Algodonera Avellaneda S.A.

Between June 2016 and July 2016, the Company purchased two Participations in a trade finance facility originated by IIG TOF B.V., with Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (“FRIAR”), an Argentine company that produces, processes and exports beef, as the borrower. In June 2017, IIG called a technical event of default due to non-payment by FRIAR. In an effort to seek repayment from FRIAR, IIG filed the promissory notes for FRIAR in the commercial court in Buenos Aires, Argentina.

In March 2017, the Company purchased a Participation in a trade finance facility originated by IIG TOF B.V., with Algodonera Avellaneda S.A. (“Algodonera”) as the borrower for $6,000,000. The loan agreement states that Vicentin has guaranteed the payments to be made by Algodonera under the facility. Algodonera is an Argentinian vertically integrated cotton business. IIG informed the Company that in June 2017, IIG called a technical default on Algodonera under the facility due to nonpayment of interest and on Vicentin under the payment guarantee due to the breach of informational covenants. Thereafter, IIG made a filing against Vicentin and Algodonera in the commercial court in Buenos Aires, Argentina on July 4, 2017.

In August 2019, the Company was informed by IIG’s legal counsel that the commercial court proceedings with FRIAR and Algonodera had been terminated due to the parties having reached a settlement. The Company obtained evidence that the settlement proceeds for all participant holders had been placed in an escrow account with a New York law firm. In January 2022, the largest participant holder with respect to claims against the escrow account filed an action in New York district court to release these funds to all the participant holders. The Company expects a final decision by the relevant bankruptcy courts and a final settlement agreement amongst all the creditors regarding the distribution of funds by the end of the first quarter of 2023.

Sancor Cooperativas Unidas Limitada

In April 2016 the Company purchased two Participations in a trade finance facility originated by IIG TOF B.V., with Sancor Cooperativas Unidas Limitada (“Sancor”), an Argentine company that distributes dairy products, as the borrower. IIG had worked with Sancor to restructure the existing loan and extended the maturity to July 29, 2019, with an annual renewal option. Since February 2019, Sancor has announced the sale of certain of its assets, which allowed it to make some payments to creditors and maintain operations, but the Company has not received any payment as a result of those asset sales. As noted above, IIG has ceased operations and the Company has taken legal action in an attempt to recover amounts due. During the quarter ended December 31, 2020, the Company learned, in connection with certain court proceedings in the United States Bankruptcy Court for the Southern District of New York regarding a fund advised by IIG, that funds had been received in a New York bank account controlled by an affiliate of IIG and that such funds may include prior debt service payments by Sancor related to the Company’s interests in the Sancor trade finance facility. During the year ended December 31, 2021, the Company was able to obtain control of the assets in the bank account and determined that they should primarily be allocated to outstanding interest. The Company is monitoring the proceedings and expects to take steps, which may include legal action, to obtain control over any funds in such account to which the Company is entitled. Sancor is engaged in ongoing negotiations with its lenders regarding a debt restructuring, including discussions with the administrator of IIG TOF B.V.’s bankruptcy proceedings in the Netherlands. The Company is continuing to actively monitor this process. During the year ended December 31, 2021, the Company received interest payments of approximately $700,000 and principal payments of approximately $198,000 from the borrower.

IIG Trade Opportunities Fund B.V. Receivable

In March 2017, the Company purchased a Participation from IIG TOF B.V. in what the Company at that time believed to be a trade finance facility originated by IIG TOF B.V., with Nacadie Commercial S.A. (“Nacadie”) as the borrower. The Company purchased the Participation in March 2017 for $6,000,000. In connection with the Company’s review of this investment during the third quarter of 2018, IIG informed the Company that IIG had misapplied the funds the Company had transmitted at the time the Company made this investment. As a result, IIG offered to refund the Company’s investment amount, including all accrued interest. However, IIG did not repay the Company for this Participation. As noted above, the Company knows that the Nacadie facility in which it purchased this Participation did not exist and the Company considers this asset to be a receivable from IIG TOF B.V. rather than a Participation in a trade finance facility.

20


As noted above, IIG TOF B.V. has been declared bankrupt in the Netherlands, and the Company is seeking to recover amounts to which it is entitled through the bankruptcy proceedings. The Company has applied a discount to the fair value based on the risk created by the uncertainty of the ultimate resolution of the Company’s attempt to recover amounts to which it is entitled through the bankruptcy proceedings in the Netherlands.

Investments through TransAsia Private Capital Ltd. (“TransAsia”) as the Sub-Advisor

Triton Metallics Pte. Ltd.

In November 2019, the Company made an investment in Triton Metallics Pte. Ltd. (“Triton”) totaling $16,456,270 in a trade finance facility. Triton is a Singapore based diversified commodities trading company. TransAsia informed the Company in early 2020 that due to the COVID-19 pandemic there have been constrained trading volumes. As a result, TransAsia then began working with the borrower to restructure the facility and a restructuring agreement was executed on August 17, 2020. We further amended the facility in June 2021, which reduced the interest rate from 11.5% to 6% PIK-only for a period of two years, in order to give Triton additional flexibility as it manages its business amidst the resurgence of the pandemic in Asia. The unpaid interest of $1,503,463 under the old trade finance facility has been capitalized and added to the outstanding principal balance as of the date of the new agreement. During the period of July 1, 2020 through August 16, 2020, $241,816 of interest income was recognized prior to the date the loan was restructured. Subsequent to September 30, 2022, the borrower was able to modestly increase its trading business and is expected to resume debt service to the Company in late 2023.

Conplex International Ltd.

Between November 2018 and May 2019, the Company purchased three Participations totaling $9,500,000 in a trade finance facility with Conplex International Ltd. (“Conplex”), a Hong Kong-based international open market distributor and wholesaler of electronics products. TransAsia had informed the Company that the borrower had a large portion of receivables overdue from a large off-taker. Subsequently, TransAsia began to actively work with the borrower to restructure the facility. While the restructuring was still progressing, TransAsia, after its regular search and review process, found that a winding-up petition was filed and approved on October 7, 2020. TransAsia immediately notified the Company while a court-appointed provisional liquidator took control of Conplex.  On October 14, 2020, TransAsia appointed a receiver to enforce its rights under the secured facility. The facility is secured by a lien on four properties, accounts receivable and two personal guarantees. Deloitte was subsequently appointed as liquidator and has transferred the keys to the mortgaged properties to the receiver. One property was sold in the fourth quarter of 2021, with approximately $596,000 of interest payments received by the Company. Two other properties were sold in January 2022, with approximately $716,000 of interest payments and approximately $67,000 of principal payments received by the Company. A sale and purchase agreement was executed for the remaining property in March 2022 and closed in April 2022, with approximately $361,000 received by the Company. Given that this is a secured facility with the Company in liquidation, it has been valued using the collateral based approach to arrive at the estimated fair value. Our ability to collect under the guarantee is in question based on the statement of affairs filed with the bankruptcy trustee, and one of the two guarantors was forced into bankruptcy during the three months ended June 30, 2021. A funds tracing exercise regarding loan disbursements was commenced and continues to progress with results expected by the end of 2022. The exercise is to determine if there are any additional potential sources of recovery.

Vikudha Malaysia Sdn Bhd

In March 2017, the Company provided a $15,000,000 term loan facility to Vikudha Malaysia Sdn Bhd (“Vikudha”). Vikudha is a trading and manufacturing company, founded in 2007, principally involved in procurement of fast-moving consumer goods and agricultural related products. The borrower company had strong performance through year-end 2019 and then was significantly impacted by COVID-19 and was unable to meet scheduled debt repayments due to commence. The facility was successfully restructured in November 2020, and able to service the debt through when there was a resurgence of the pandemic in the Asia region and global supply chains continued to be disrupted. In June 2021, a six-month final maturity extension was granted to June 2023. During the second quarter of 2022, the local office of one of Vikudha’s local bank lenders filed a winding up petition against the company’s Hong Kong-based parent company and loan guarantor. The wind-up petition has been postponed until November 2022; however, based on the possibility of an enforcement, the Company issued a Reservation of Rights Letter to Vikudha in June 2022. In August 2022, the Company issued an Acceleration Notice to the borrower and Demand Notices to Corporate and Personal Guarantors.  Once the winding up petition was granted by the Hong Kong court, the Company also filed proof of debt forms at the Hong Kong Receiver office to ensure legal rights are protected while continuing to work with the borrower on repayment of the debt.  

Limas Commodities House Limited

In August 2017, the Company provided a $15,000,000 million senior secured term loan facility to Limas Commodities House Limited (“Limas”), a Hong Kong-based company 100% owned by an Indonesian entrepreneur. Limas was established as a financing SPV for PT Limas Tunggal, an Indonesian resource trader, for the purpose of gaining better access to international banking and capital markets. As a resource trading company, demand for Limas’ products were significantly affected by the global pandemic, reflected in lower shipping volume in 2020 and early 2021. The Company’s sub-advisor provided $6 million of working capital to Limas, which secured additional collateral for the sub-advisor and the Company in the form of assignment of three claims won in Korean cases totaling $15,000,000. The collateral was assigned pro-rata, adding $13.4 million to the Company’s existing collateral pool. Due to the

21


continued impact of COVID-19, in June 2020, the Company executed an extension of final maturity to June 2023. Subsequent to June 30, 2022, PT Limas Tunggal, the corporate guarantor of the Company’s facility, entered restructuring legal proceedings in Indonesia, and as a result, the Company issued an Acceleration Notice to the borrower and a Demand Notice to the Guarantor. The restructure legal proceedings concluded during the third quarter of 2022 which extended repayment of the debt and reduced the future interest rate from 11.5% to 10%. As a result, a negative valuation adjustment for the third quarter of 2022 of approximately $2.4 million was recognized.

Investments through Scipion Capital, Ltd. (“Scipion”) as the Sub-Advisor

Producam SA

Between March 2018 and June 2018, the Company purchased three Participations totaling $15,986,369 in a trade finance facility with Producam SA (“Producam”), a Cameroon based cocoa and coffee exporter, as the borrower. Repayment on these Participations has been slower than originally anticipated due to short run cash flow pressure on Producam. The original sub-advisor for this facility was Africa Merchant Capital Group (“AMC”). In the third quarter of 2018, AMC informed the Company that the borrower misapplied the proceeds from the sale of certain of its inventory to finance its own cash flow needs rather than repay the facility. AMC then began working with the borrower to restructure the facility to recover amounts due. In April 2021, Scipion replaced AMC as the sub-advisor with respect to Producam and has agreed to undertake efforts to liquidate the collateral underlying the facility in order to recover amounts due to the Company and the restructuring process is finalized. Under the new agreement, the loan was restructured with the interest rate reduced from 17.5% to 9.5% for the cocoa facility and 6.0% for the coffee facility retro-actively to January 1, 2019. As part of the restructure, the Company included a PIK component which increased the principal amount. The fair value as a percentage of face value decreased during the year ended December 31, 2021 due to collections from completed cocoa and coffee shipments being slower than anticipated resulting in further decline in fair value amounting to approximately $129,000 during the nine months ended September 30, 2022. As all interest was capitalized as part of the amendment, no interest remains outstanding as of the date of the new agreement. During the period from April 1, 2021 through April 14, 2021 (the date the loan was restructured), $49,014 of interest income was recognized. The Company is continuing to work with the borrower to process and sell the remaining coffee, as well as pursuing an arbitration settlement with the collateral manager.

Mac Z Group SARL

Between July 2016 and April 2017, the Company purchased nine Participations totaling $9,000,000 in a trade finance facility with Mac Z Group SARL (“Mac Z”), a scrap metal recycler, as the borrower. Mac Z is located in Morocco. The primary collateral securing this Participation was 1,970 tons of copper scrap. In late October 2017, Scipion’s designated collateral manager for Mac Z notified Scipion of an investigation into a 1,820 ton, approximately $13.3 million, shortage of copper scrap inventory physically held in the warehouse. The copper scrap is pledged to the Company and serves as the primary collateral for this Participation. The missing inventory led the Company to place Mac Z on the Watch List and on non-accrual status.

In addition to conducting its investigation, Scipion issued an event of default and has taken steps to enforce the corporate guarantee, personal guarantee and relevant pledges made for the benefit of Scipion with respect to the facility, which include two insurance policies. Scipion has placed a blocking notice on all of Mac Z’s bank accounts and has requested a freeze order from the Moroccan local courts on the physical assets of the company. Since the initial discovery and actions, Mac Z sold remaining inventory and the Company was paid interest of approximately $330,000 in January 2018 and $292,000 during the first week April 2018.

A judgment was received on December 18, 2017, in English court ordering the borrower and the corporate guarantor to make payment. In parallel to its recovery plan with respect to Mac Z, Scipion informed the Company that it has received a judgment in its favor with respect to its claim against the collateral manager under its professional indemnity insurance policy, which covers up to $40 million in losses. During the fourth quarter of 2020, $9,377,199 from a settlement under this insurance policy was received by the Company. The policy covered the copper scrap that was lost. The remaining copper scrap is being stripped and processed and currently expected to cover its principal value. The Company received approximately $27,000 in proceeds from the sale of the copper scrap during the first quarter of 2022 and continues to pursue options for sale of the remaining copper scrap.

Investments through Barak Fund Management Ltd. (“Barak”) as the Sub-Advisor

Multiple ICD (Kenya) Limited

In July 2017, the Company purchased a $15,000,000 Participation in a term loan facility with Multiple ICD (Kenya) Ltd ("MICD"), an inland container depot storage and warehousing company. Repayment on this position has been slower than originally anticipated due initially to unfavorable local industry dynamics at the Port of Mombasa, which were further complicated by the COVID-19 pandemic. Barak is in the midst of actively restructuring the loan facility with MICD and its other lenders. The loan is currently on standstill as the lenders’ discussions progress. Agreement on the final terms of the restructure is in progress with the other lenders, which has been slower than anticipated and the target for agreement on final terms has been revised to year-end 2022.

22


Investments through Origin Capital Ltd. (“Origin”) as the Sub-Advisor

Agilis Partners

In 2018, the Company originally provided financing totaling approximately $10,968,000 to Agilis Partners ("Agilis"), a Ugandan company engaged in the farming, storage, processing, and trading of maize, soybean, and sunflower seeds through Scipion. This financing was refinanced into a new loan through Origin, in July 2021 as part of a broader financial restructuring. Repayment on the facility has been slower than originally anticipated due to ongoing liquidity challenges of the borrower, as well as record drought conditions in Uganda, which resulted in a decline in fair value of $1,030,000 to account for increased credit risk associated with the position during the nine months ended September 30, 2022. The Company and Origin agreed to a deferral of Agilis’ March 2022 interest payment, and are actively working with the borrower on solutions to increase working capital, manage other creditor relationships and improve the overall financial condition of the borrower.

Other Investments

Usivale Industria E Commercio Ltda

In December 2013, the Company made an investment in Usivale Industria E Comercio, Ltda. (“Usivale”), a sugar processing company located in Brazil, comprised of two senior secured term loans for an aggregate loan amount of $2,500,000. During 2016, Usivale entered into a judicial recovery process that resulted in an approved repayment plan on October 7, 2016. The Company received regular annual interest payments for 2017 and 2018. Unfortunately, Usivale continued to have challenges and was not able to make any payments thereafter. Usivale is currently not complying with the payment obligations under the above mentioned judicial recovery process. The Company has been negotiating a potential restructuring of the loan to support the sustainability of Usivale, including engaging industry and financial consultants to that effect. The judge responsible for the bankruptcy proceedings of Usivale has asked the Company and Usivale to seek an agreement on a potential restructuring to be submitted to a creditors meeting to be held in June 2022. The judge overseeing the judicial restructuring urged Usivale and the Company to come to an agreement to avoid liquidation of the company. Usivale and the Company completed a settlement agreement in the second quarter of 2022. Terms of the settlement require Usivale to make an upfront payment of $10,000 and $200,000 per year for 5 years, for expected repayments totaling $1,010,000. The new settlement agreement requires assignment of new collateral that would shift the repayment risk to a receivable from SucDen, one of the world's largest traders of sugar. As the SucDen contract is Usivale's most important, execution risk on the settlement amount is expected to be lower. The first partial installment is expected on December 15, 2022.

23


The industry composition of the Company’s portfolio, at fair market value as of September 30, 20172022 and December 31, 2016,2021, was as follows:

 

 

 

As of  September 30, 2017

 

 

As of December 31, 2016

 

 

 

Fair

 

 

Percentage

 

 

Fair

 

 

Percentage

 

Industry

 

Value

 

 

of Total

 

 

Value

 

 

of Total

 

Agricultural Products

 

$

20,351,296

 

 

 

6.4

%

 

$

22,851,296

 

 

 

11.2

%

Bulk Fuel Stations and Terminals

 

 

16,259,084

 

 

 

5.2

%

 

 

15,437,474

 

 

 

7.6

%

Chemicals and Allied Products

 

 

15,000,000

 

 

 

4.8

%

 

 

 

 

 

 

Coal and Other Minerals and Ores

 

 

30,933,254

 

 

 

9.9

%

 

 

6,574,351

 

 

 

3.2

%

Commercial Fishing

 

 

437,814

 

 

 

0.1

%

 

 

1,058,273

 

 

 

0.5

%

Communications Equipment

 

 

 

 

 

0.0

%

 

 

6,111,941

 

 

 

3.0

%

Consumer Products

 

 

11,080,000

 

 

 

3.5

%

 

 

9,900,000

 

 

 

4.9

%

Drugs, Proprietaries, and Sundries

 

 

1,080,000

 

 

 

0.3

%

 

 

 

 

 

 

Electric Services

 

 

11,500,000

 

 

 

3.7

%

 

 

19,500,000

 

 

 

9.6

%

Farm Products

 

 

2,780,194

 

 

 

0.9

%

 

 

3,142,480

 

 

 

1.5

%

Fats and Oils

 

 

12,000,000

 

 

 

3.8

%

 

 

6,000,000

 

 

 

2.9

%

Fertilizer & Agricultural Chemicals

 

 

 

 

 

0.0

%

 

 

5,078,526

 

 

 

2.5

%

Financial services

 

 

10,000,000

 

 

 

3.2

%

 

 

 

 

 

 

Freight Transportation Arrangement

 

 

15,000,000

 

 

 

4.8

%

 

 

 

 

 

 

Fresh or Frozen Packaged Fish

 

 

2,087,005

 

 

 

0.7

%

 

 

5,037,134

 

 

 

2.5

%

Food Products

 

 

1,236,274

 

 

 

0.4

%

 

 

740,690

 

 

 

0.4

%

Groceries and Related Products

 

 

1,476,825

 

 

 

0.5

%

 

 

11,195,862

 

 

 

5.5

%

Hotels and Motels

 

 

15,667,791

 

 

 

5.0

%

 

 

17,000,000

 

 

 

8.3

%

Land Subdividers and Developers

 

 

14,874,108

 

 

 

4.8

%

 

 

 

 

 

 

Logging

 

 

3,700,000

 

 

 

1.2

%

 

 

 

 

 

 

Lumber and Other Construction Materials

 

 

 

 

 

0.0

%

 

 

11,483

 

 

 

0.0

%

Meat, Poultry & Fish

 

 

9,000,000

 

 

 

2.9

%

 

 

9,675,717

 

 

 

4.7

%

Metals & Mining

 

 

6,566,481

 

 

 

2.1

%

 

 

2,234,145

 

 

 

1.1

%

Miscellaneous Plastics Products

 

 

 

 

 

0.0

%

 

 

161,018

 

 

 

0.1

%

Packaged Foods & Meats

 

 

500,000

 

 

 

0.2

%

 

 

500,000

 

 

 

0.2

%

Personal Credit Institutions

 

 

1,479,786

 

 

 

0.5

%

 

 

 

 

 

 

Petroleum and Petroleum Products

 

 

30,500,000

 

 

 

9.8

%

 

 

 

 

 

 

Primary Nonferrous Metals

 

 

2,372,297

 

 

 

0.8

%

 

 

3,000,000

 

 

 

1.5

%

Primary Metal Industries

 

 

6,000,000

 

 

 

1.9

%

 

 

6,000,000

 

 

 

2.9

%

Programming and Data Processing

 

 

14,034,469

 

 

 

4.5

%

 

 

10,236,013

 

 

 

5.0

%

Rental of Railroad Cars

 

 

3,513,291

 

 

 

1.1

%

 

 

4,411,650

 

 

 

2.2

%

Secondary Nonferrous Metals

 

 

17,349,626

 

 

 

5.6

%

 

 

7,649,945

 

 

 

3.8

%

Soap, Detergents, and Cleaning

 

 

1,511,446

 

 

 

0.5

%

 

 

2,000,000

 

 

 

1.0

%

Street Construction

 

 

12,218,917

 

 

 

3.9

%

 

 

14,927,195

 

 

 

7.3

%

Telephone and Telegraph Apparatus

 

 

8,322,775

 

 

 

2.7

%

 

 

 

 

 

 

Water Transportation

 

 

13,531,903

 

 

 

4.3

%

 

 

13,360,620

 

 

 

6.6

%

Total

 

$

312,364,636

 

 

 

100.0

%

 

$

203,795,813

 

 

 

100.0

%

 

 

As of  September 30, 2022

 

 

As of December 31, 2021

 

Industry

 

Fair

Value

 

 

Percentage

of Total

 

 

Fair

Value

 

 

Percentage

of Total

 

Beef Cattle, Except Feedlots

 

$

6,361,679

 

 

 

2.1

%

 

$

6,361,679

 

 

 

2.1

%

Boatbuilding and Repairing

 

 

6,985,352

 

 

 

2.4

%

 

 

6,466,030

 

 

 

2.1

%

Chemicals and Allied Products

 

 

16,744,391

 

 

 

5.6

%

 

 

17,537,201

 

 

 

5.8

%

Chocolate and Cocoa Products

 

 

30,314,592

 

 

 

10.2

%

 

 

29,387,877

 

 

 

9.7

%

Coal and Other Minerals and Ores

 

 

36,435,097

 

 

 

12.3

%

 

 

38,024,207

 

 

 

12.6

%

Computer Related Services, NEC

 

 

19,246,894

 

 

 

6.5

%

 

 

19,032,888

 

 

 

6.3

%

Corn

 

 

11,639,554

 

 

 

3.9

%

 

 

11,694,030

 

 

 

3.9

%

Corrugated and solid fiber boxes

 

 

11,102,781

 

 

 

3.7

%

 

 

12,387,189

 

 

 

4.1

%

Cotton Ginning

 

 

3,398,558

 

 

 

1.1

%

 

 

3,398,558

 

 

 

1.1

%

Dairy Farms

 

 

4,393,274

 

 

 

1.5

%

 

 

4,393,274

 

 

 

1.5

%

Drugs, Proprietaries, and Sundries

 

 

648,430

 

 

 

0.2

%

 

 

648,430

 

 

 

0.2

%

Electric Services

 

 

1,245,868

 

 

 

0.4

%

 

 

1,456,162

 

 

 

0.5

%

Farm Products

 

 

1,484,583

 

 

 

0.5

%

 

 

1,508,208

 

 

 

0.5

%

Freight Transportation Arrangement

 

 

13,072,206

 

 

 

4.4

%

 

 

13,058,231

 

 

 

4.3

%

Hotels and Motels

 

 

17,101,321

 

 

 

5.8

%

 

 

11,830,862

 

 

 

3.9

%

Land Subdividers and Developers

 

 

14,222,622

 

 

 

4.8

%

 

 

15,184,914

 

 

 

5.0

%

Miscellaneous Business Credit

 

 

3,758,063

 

 

 

1.3

%

 

 

3,758,063

 

 

 

1.2

%

Motor Vehicle Parts and Accessories

 

 

9,779,546

 

 

 

3.3

%

 

 

9,278,031

 

 

 

3.1

%

Personal Credit Institutions

 

 

2,121,530

 

 

 

0.7

%

 

 

5,342,393

 

 

 

1.8

%

Petroleum and Petroleum Products

 

 

4,588,390

 

 

 

1.5

%

 

 

8,367,480

 

 

 

2.8

%

Refuse Systems

 

 

38,459,771

 

 

 

13.0

%

 

 

34,050,695

 

 

 

11.3

%

Retail Bakeries

 

 

4,127,441

 

 

 

1.4

%

 

 

3,915,874

 

 

 

1.3

%

Salted and Roasted Nuts and Seeds

 

 

83,298

 

 

 

0.0

%

 

 

497,462

 

 

 

0.2

%

Sanitary Paper Products

 

 

4,990,692

 

 

 

1.7

%

 

 

4,880,364

 

 

 

1.6

%

Secondary Nonferrous Metals

 

 

628,862

 

 

 

0.2

%

 

 

628,862

 

 

 

0.2

%

Short-Term Business Credit

 

 

4,740,000

 

 

 

1.6

%

 

 

4,740,000

 

 

 

1.6

%

Soybeans

 

 

5,592,112

 

 

 

1.9

%

 

 

5,772,744

 

 

 

1.9

%

Sugarcane and Sugar Beets

 

 

555,673

 

 

 

0.2

%

 

 

1,832,492

 

 

 

0.6

%

Telephone and Telegraph Apparatus

 

 

1,685,937

 

 

 

0.6

%

 

 

2,495,595

 

 

 

0.8

%

Telephone Communications

 

 

13,750,000

 

 

 

4.6

%

 

 

15,000,000

 

 

 

5.0

%

Towing and Tugboat Service

 

 

7,476,711

 

 

 

2.6

%

 

 

8,673,930

 

 

 

3.0

%

Total

 

$

296,735,228

 

 

 

100.0

%

 

$

301,603,725

 

 

 

100.0

%

20



The table below shows the portfolio composition by geographic classification at fair value as of September 30, 20172022 and December 31, 2016:2021:

 

 

As of  September 30, 2017

 

 

As of December 31, 2016

 

 

As of September 30, 2022

 

 

As of December 31, 2021

 

 

Fair

 

 

Percentage

 

 

Fair

 

 

Percentage

 

 

Fair

 

 

Percentage

 

 

Fair

 

 

Percentage

 

Country

 

Value

 

 

of Total

 

 

Value

 

 

of Total

 

 

Value

 

 

of Total

 

 

Value

 

 

of Total

 

Argentina(1)

 

$

39,500,000

 

 

 

12.7

%

 

$

31,000,000

 

 

 

15.2

%

 

$

19,745,623

 

 

 

6.7

%

 

$

19,926,255

 

 

 

6.6

%

Botswana

 

 

4,740,000

 

 

 

1.6

%

 

 

4,740,000

 

 

 

1.6

%

Brazil

 

 

16,885,765

 

 

 

5.4

%

 

 

13,087,309

 

 

 

6.4

%

 

 

26,787,919

 

 

 

9.0

%

 

 

27,331,410

 

 

 

9.1

%

Cabo Verde

 

 

15,667,791

 

 

 

5.0

%

 

 

17,000,000

 

 

 

8.3

%

 

 

17,101,321

 

 

 

5.8

%

 

 

11,830,862

 

 

 

3.9

%

Cayman Islands

 

 

10,000,000

 

 

 

3.2

%

 

 

 

 

 

 

Cameroon

 

 

15,314,592

 

 

 

5.2

%

 

 

14,387,877

 

 

 

4.8

%

Chile

 

 

1,326,687

 

 

 

0.4

%

 

 

2,234,915

 

 

 

1.1

%

 

 

1,245,868

 

 

 

0.4

%

 

 

1,456,162

 

 

 

0.5

%

China

 

 

10,000,000

 

 

 

3.2

%

 

 

 

 

 

 

Columbia

 

 

1,479,786

 

 

 

0.5

%

 

 

 

 

 

 

Colombia

 

 

2,121,530

 

 

 

0.7

%

 

 

5,342,393

 

 

 

1.8

%

Ecuador

 

 

2,524,819

 

 

 

0.8

%

 

 

6,095,407

 

 

 

3.0

%

 

 

11,102,781

 

 

 

3.7

%

 

 

12,387,189

 

 

 

4.1

%

Ghana

 

 

27,000,000

 

 

 

8.6

%

 

 

19,500,000

 

 

 

9.6

%

 

 

4,588,390

 

 

 

1.5

%

 

 

8,367,480

 

 

 

2.8

%

Guatemala

 

 

907,565

 

 

 

0.3

%

 

 

907,565

 

 

 

0.4

%

Hong Kong

 

 

36,922,775

 

 

 

11.8

%

 

 

 

 

 

 

 

 

19,477,107

 

 

 

6.6

%

 

 

22,884,859

 

 

 

7.6

%

Indonesia

 

 

19,923,550

 

 

 

6.4

%

 

 

17,927,195

 

 

 

8.8

%

 

 

15,000,000

 

 

 

5.1

%

 

 

15,000,000

 

 

 

5.0

%

Jersey

 

 

13,750,000

 

 

 

4.6

%

 

 

15,000,000

 

 

 

5.0

%

Kenya

 

 

15,000,000

 

 

 

4.8

%

 

 

161,018

 

 

 

0.1

%

 

 

13,072,206

 

 

 

4.4

%

 

 

13,058,231

 

 

 

4.3

%

Malaysia

 

 

15,000,000

 

 

 

4.8

%

 

 

 

 

 

 

 

 

16,744,391

 

 

 

5.6

%

 

 

17,537,201

 

 

 

5.8

%

Mauritius

 

 

6,476,825

 

 

 

2.1

%

 

 

11,195,862

 

 

 

5.5

%

Mexico

 

 

38,459,771

 

 

 

13.0

%

 

 

34,050,695

 

 

 

11.3

%

Morocco

 

 

7,349,626

 

 

 

2.4

%

 

 

7,649,945

 

 

 

3.8

%

 

 

628,862

 

 

 

0.2

%

 

 

628,862

 

 

 

0.2

%

Namibia

 

 

15,374,108

 

 

 

4.9

%

 

 

500,000

 

 

 

0.2

%

 

 

14,222,622

 

 

 

4.8

%

 

 

15,184,914

 

 

 

5.0

%

New Zealand

 

 

3,700,000

 

 

 

1.2

%

 

 

 

 

 

 

Netherlands

 

 

9,779,546

 

 

 

3.3

%

 

 

9,278,031

 

 

 

3.1

%

Nigeria

 

 

13,531,903

 

 

 

4.3

%

 

 

13,360,620

 

 

 

6.6

%

 

 

8,961,294

 

 

 

3.0

%

 

 

10,182,138

 

 

 

3.4

%

Peru

 

 

21,339,084

 

 

 

6.8

%

 

 

19,337,474

 

 

 

9.5

%

 

 

4,990,692

 

 

 

1.7

%

 

 

4,880,364

 

 

 

1.6

%

Romania

 

 

4,127,441

 

 

 

1.4

%

 

 

3,915,874

 

 

 

1.3

%

Singapore

 

 

-

 

 

 

 

 

 

10,000,000

 

 

 

4.9

%

 

 

18,643,927

 

 

 

6.3

%

 

 

17,634,943

 

 

 

5.8

%

South Africa

 

 

5,474,165

 

 

 

1.8

%

 

 

14,174,143

 

 

 

7.0

%

 

 

83,298

 

 

 

0.0

%

 

 

497,462

 

 

 

0.2

%

United Arab Emirates

 

 

1,080,000

 

 

 

0.4

%

 

 

 

 

 

 

 

 

648,430

 

 

 

0.2

%

 

 

648,430

 

 

 

0.2

%

United Kingdom

 

 

17,333,254

 

 

 

5.6

%

 

 

6,585,834

 

 

 

3.2

%

Zambia

 

 

7,511,446

 

 

 

2.4

%

 

 

13,078,526

 

 

 

6.4

%

Uganda

 

 

545,942

 

 

 

0.2

%

 

 

 

 

 

 

 

 

11,639,554

 

 

 

3.9

%

 

 

11,694,030

 

 

 

3.9

%

Uruguay

 

 

509,545

 

 

 

0.2

%

 

 

 

 

 

 

N/A (2)

 

 

3,758,063

 

 

 

1.3

%

 

 

3,758,063

 

 

 

1.1

%

Total

 

$

312,364,636

 

 

 

100.0

%

 

$

203,795,813

 

 

 

100.0

%

 

$

296,735,228

 

 

 

100.0

%

 

$

301,603,725

 

 

 

100.0

%

(1)

All of the Company’s investments in Argentina are Participations in trade finance facilities originated by IIG TOF B.V. See Note 3 “Watch List Investments” for further information.

(2)

This investment was in a credit facility originated by IIG TOF B.V., which has been placed into bankruptcy; therefore, no geographic classification is applicable.


Note 4. Fair Value Measurements

The following table summarizes the valuation of the Company’s investments by the fair value hierarchy levels required under ASC 820 as of September 30, 2017:2022:

 

 

Fair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Senior secured term loan participations

 

$

128,851,567

 

 

$

 

 

$

 

 

$

128,851,567

 

Senior secured term loans

 

$

62,845,636

 

 

$

 

 

$

 

 

$

62,845,636

 

 

 

118,328,770

 

 

 

 

 

 

 

 

 

118,328,770

 

Senior secured term loan participations

 

 

105,081,088

 

 

 

 

 

 

 

 

 

105,081,088

 

Senior secured trade finance participations

 

 

119,437,912

 

 

 

 

 

 

 

 

 

119,437,912

 

 

 

44,591,325

 

 

 

 

 

 

 

 

 

44,591,325

 

Short term notes

 

 

25,000,000

 

 

 

 

 

 

 

 

 

25,000,000

 

Other investments

 

 

3,758,063

 

 

 

 

 

 

 

 

 

3,758,063

 

Equity warrants

 

 

1,205,503

 

 

 

 

 

 

 

 

 

1,205,503

 

Total

 

$

312,364,636

 

 

$

 

 

$

 

 

$

312,364,636

 

 

$

296,735,228

 

 

$

 

 

$

 

 

$

296,735,228

 

The following table summarizes the valuation of the Company’s investments by the fair value hierarchy levels required under ASC 820 as of December 31, 2016:2021:

 

 

Fair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Senior secured term loan

 

$

28,673,487

 

 

$

 

 

$

 

 

$

28,673,487

 

Senior secured term loan participations

 

$

58,450,761

 

 

 

 

 

 

 

 

 

 

 

58,450,761

 

 

$

132,290,743

 

 

$

 

 

$

 

 

$

132,290,743

 

Senior secured term loans

 

 

119,374,062

 

 

 

 

 

 

 

 

 

119,374,062

 

Senior secured trade finance participations

 

 

116,671,565

 

 

 

 

 

 

 

 

 

116,671,565

 

 

 

45,092,689

 

 

 

 

 

 

 

 

 

45,092,689

 

Other investments

 

 

3,758,063

 

 

 

 

 

 

 

 

 

3,758,063

 

Equity warrants

 

 

1,088,168

 

 

 

 

 

 

 

 

 

1,088,168

 

Total

 

$

203,795,813

 

 

$

 

 

$

 

 

$

203,795,813

 

 

$

301,603,725

 

 

$

 

 

$

 

 

$

301,603,725

 

21


The following is a reconciliation of activity for the nine months ended September 30, 2017,2022, of investments classified as Level 3: 

 

 

Fair Value at December 31, 2016

 

 

Purchases

 

 

Maturities or Prepayments

 

 

Accretion of discounts / Payment-in-kind interest

 

 

Net change in unrealized appreciation (depreciation)

 

 

Fair Value at September 30, 2017

 

 

Fair Value at December 31, 2021

 

 

Purchases

 

 

Proceeds from disposition of investments

 

 

Payment-in-

kind interest

 

 

Net change in

depreciation

 

 

Fair Value at September 30, 2022

 

Senior secured term loan participations

 

$

132,290,743

 

 

$

 

 

$

(8,642,981

)

 

$

7,305,419

 

 

$

(2,101,614

)

 

$

128,851,567

 

Senior secured term loans

 

$

28,673,487

 

 

$

38,132,590

 

 

$

(4,806,488

)

 

$

846,047

 

 

$

 

 

$

62,845,636

 

 

 

119,374,062

 

 

 

 

 

 

(1,714,588

)

 

 

8,446,125

 

 

 

(7,776,829

)

 

 

118,328,770

 

Senior secured term loan participations

 

 

58,450,761

 

 

 

52,742,336

 

 

 

(6,837,629

)

 

 

725,620

 

 

 

 

 

 

105,081,088

 

Senior secured trade finance participations

 

 

116,671,565

 

 

 

139,590,347

 

 

 

(136,824,000

)

 

 

 

 

 

 

 

 

119,437,912

 

 

 

45,092,689

 

 

 

 

 

 

(451,155

)

 

 

1,055,271

 

 

 

(1,105,480

)

 

 

44,591,325

 

Short term notes

 

 

 

 

 

25,000,000

 

 

 

 

 

 

 

 

 

 

 

 

25,000,000

 

Short term and other investments

 

 

3,758,063

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,758,063

 

Equity warrants

 

 

1,088,168

 

 

 

 

 

 

 

 

 

 

 

 

117,335

 

 

 

1,205,503

 

Total

 

$

203,795,813

 

 

$

255,465,273

 

 

$

(148,468,117

)

 

$

1,571,667

 

 

$

 

 

$

312,364,636

 

 

$

301,603,725

 

 

$

 

 

$

(10,808,724

)

 

$

16,806,815

 

 

$

(10,866,588

)

 

$

296,735,228

 

There were no transfers into and out of Level 3 investments and no recorded realized gains or losses for any of the Company’s investments classified as Level 3 during the three and nine months ended September 30, 20172022, and 2016.we recorded realized losses of $0 and $909,584 for the Company’s investments classified as Level 3 during the three and nine months ended September 30, 2021, respectively. Net change in unrealized depreciation for the nine months ended September 30, 2022 and 2021 reported in the Company’s consolidated statements of operations attributable to the Company’s Level 3 assets still held at period end were $10,866,588 and $11,579,186, respectively. These unrealized losses were primarily driven by macro events including the uncertainty created by the COVID-19 pandemic and its impact on the future cash flows generated by our investments as well as the ultimate realization of the underlying collateral.

26


As of September 30, 2017,2022, all of the Company’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the Company’s investments as of September 30, 2017:2022:

 

 

Fair value

 

 

Valuation technique

 

Unobservable input

 

Range (weighted average)

 

 

Fair value

 

 

Valuation technique

 

Unobservable input

 

Range (weighted

average) (4)

Senior secured trade finance

participations (2)

 

$

27,474,585

 

 

Collateral based approach

Income approach  (DCF)

 

Value of collateral (collateral coverage ratio)

Discount rate

 

0.17x - 1.18x

11.5% - 15.75% (10.2%)

Senior secured trade finance participations (1)

 

$

118,711,183

 

 

Cost  Approach

 

Recent transactions

 

N/A

 

 

$

17,116,740

 

 

Collateral based approach

 

Value of collateral (collateral coverage ratio)

 

1.0x - 1.67x

Senior secured trade finance participations (2)

 

$

726,729

 

 

Income approach (DCF)

 

Market yield

 

 

15.75%

 

Senior secured term loans(2)

 

$

62,845,636

 

 

Income approach (DCF)

 

Market yield

 

11.50% - 13.50% (12.50%)

 

 

$

118,328,770

 

 

Collateral based approach

Income approach  (DCF)

 

Value of collateral (collateral coverage ratio)

Discount rate

 

0.91x - 1.24x

12.0% - 16.5% (11.5%)

Senior secured term loan participations(2)

 

$

105,081,088

 

 

Income approach  (DCF)

 

Market yield

 

11.50% - 15.70% (13.99%)

 

 

$

114,628,945

 

 

Collateral based approach

Income approach  (DCF)

 

Value of collateral (collateral coverage ratio)

Discount rate

 

0.58x - 8.7x

12.0% - 20.75% (11.8%)

Senior secured term loan participations (1)

 

$

14,222,622

 

 

Collateral based approach

 

Value of collateral (collateral coverage ratio)

 

1.4x

Other investments (3)

 

$

3,758,063

 

 

Collateral based approach

 

Value of collateral (collateral coverage ratio)

 

1.0x

Equity warrants

 

$

1,205,503

 

 

Option Pricing Method

 

Equity value, volatility, time to exit

 

72%, 5 years

(1)

(1)

GivenCollateral based approach used for the short duration (less than one year)following watch list investments: Trustco, Sancor, FRIAR, Algonodera, Mac Z, GPI and nature of trade finance positions, the Company uses the cost approach to determine the fair value of trade finance positions, unless circumstances would indicate that another approach would be more appropriate.Conplex. See Note 3 “Watch List Investments” for further information.

(2)

(2)

IncomeThe Company used the income approach used for the Fruitfollowing Watch List investments: CAGSA, Triton, MICD and Nut DistributorItelecom and a hybrid of the collateral based onapproach and the income approach for TRG Cape Verde, Helios Martime, Producam, Applewood and Usivale, using additional unobservable inputs including recovery rates ranging from 15% to 30%, after considering potential and ongoing litigation and expected terms as listed incollection period ranging from 2 to 3 years. See Note 3 above.     Watch List Investmentsfor further information.

(3)

This investment was originally classified as an investment in a credit facility originated by IIG TOF B.V. Due to the fact that IIG TOF B.V. has been placed into bankruptcy, this investment utilizes the collateral based approach.

(4)

The inputs were weighted based on the fair value of the investments included in the range.


As of December 31, 2016,2021, all of the Company’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the Company’s investments as of December 31, 2016:2021:

 

 

Fair value

 

 

Valuation technique

 

Unobservable input

 

Range (weighted average)

 

 

Fair value

 

 

Valuation technique

 

Unobservable input

 

Range (weighted average)

Senior secured trade finance

participations (2)

 

$

27,166,291

 

 

Income approach (DCF)

 

Discount rate

 

11.0% - 15.75% (12.4%)

Senior secured trade finance participations (1)

 

$

115,930,875

 

 

Cost  Approach

 

Recent transactions

 

N/A

 

 

$

17,926,398

 

 

Collateral based approach

 

Value of collateral (collateral coverage ratio)

 

0.43x - 1.67x

Senior secured trade finance participations (2)

 

$

740,690

 

 

Income approach (DCF)

 

Market Yield

 

 

15.75%

 

Senior secured term loans(2)

 

$

28,673,487

 

 

Income approach (DCF)

 

Market Yield

 

11.50% - 13.50% (12.50%)

 

 

$

119,374,062

 

 

Income approach (DCF)

 

Discount rate

 

11.25% - 18.0% (14.3%)

Senior secured term loan participations(2)

 

$

58,450,761

 

 

Income approach  (DCF)

 

Market Yield

 

11.50% - 15.70% (13.99%)

 

 

$

117,105,829

 

 

Income approach  (DCF)

 

Discount rate

 

11.0% - 20.0% (15.5%)

Senior secured term loan participations (1)

 

$

15,184,914

 

 

Collateral based approach

 

Value of collateral (collateral coverage ratio)

 

0.99x

Other investments (3)

 

$

3,758,063

 

 

Collateral based approach

 

Value of collateral (collateral coverage ratio)

 

1.0x

Equity warrants

 

$

1,088,168

 

 

Option Pricing Method

 

Equity value, volatility, time to exit

 

71%, 5 years

(1)

(1)

GivenCollateral based approach used for the short duration (less than one year)following Watch List investments: Trustco, Sancor, FRIAR, Algonodera, MacZ, GPI and nature of trade finance positions, the Company uses the cost approach to determine the fair value of trade finance positions, unless circumstances would indicate that another approach would be more appropriate.Conplex. See Note 3 “Watch List Investments” for further information.

(2)

(2)

IncomeThe Company used the income approach used for the Fruitfollowing Watch List investments: CAGSA, Triton, MICD and Nut DistributorItelecom and a hybrid of the collateral based onapproach and the income approach for TRG Cape Verde, Helios Maritime, Producam, Applewood and Usivale, using additional unobservable inputs including recovery rates ranging from 15% to 30%, after considering potential and ongoing litigation and expected terms as listed incollection period ranging from 2 to 3 years. See Note 3 above.Watch List Investmentsfor further information.

(3)

This investment was originally classified as an investment in a credit facility originated by IIG TOF B.V. Due to the fact that IIG TOF B.V. has been placed into bankruptcy, this investment utilizes the collateral based approach.

(4)

The inputs were weighted based on the fair value of the investments included in the range.

The significant unobservable Level 3 inputs used in the fair value measurement of the Company’s investments are market yields.yields used to discount the estimated future cash flows expected to be received from the underlying investments, which include both future principal and interest payments. Significant increases in market yields would result in significantly lower fair value measurements. In addition, a significant decrease in future cash flows is expected to be received from the underlying investments due to a projected decrease in results of operations and cash flows from the underlying investments, would result in significantly lower fair value measurements.

22


For detailsadditional information concerning of the country-specific risk concentrations for the Company’s investments, refer to the Consolidated Schedule of Investments and Note 3.

Note 5. Contingencies and Related Parties

Agreements

Advisory Agreement

On March 3, 2017,The current term of the Company’s board of managers determined to extendAdvisory Agreement between the AmendedCompany and Restated Advisory Agreementthe Advisor, (the “Advisory Agreement”) untilends on February 25, 2018.2023, subject to an unlimited number of one-year renewals upon mutual consent of the Company and the Advisor.

Asset management fees payable to the Advisor are remitted quarterly in arrears and are equal to 0.50% (2.00% per annum) of Gross Asset Value, as defined in the Advisory Agreement between the Company and the Advisor. Asset management fees are paid to the Advisor in exchange for fund management and administrative services. Although the Advisor manages, on the Company’s behalf, many of the risks associated with global investments in developing economies, management fees do not include the cost of any hedging instruments or insurance policies that may be required to appropriately manage the Company’s risk.

28


If certain financial goals are reached by the Company, the Company is required to pay the Advisor an incentive fee that is comprised of two parts: (i) a subordinated fee on net investment income and (ii) an incentive fee on capital gains. The subordinated incentive fee on income is calculated and payable quarterly in arrears and is based upon the Company’s pre-incentive fee net investment income for the immediately preceding quarter. No subordinated incentive fee is earned by the Advisor in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the quarterly preferred return rate of 1.50% (6.00% annualized) (the “Preferred Return”). In any quarter, all of the Company’s pre-incentive fee net investment income, if any, that exceeds the quarterly Preferred Return, but is less than or equal to 1.875% (7.50% annualized) at the end of the immediately preceding fiscal quarter, is payable to the Advisor. For any quarter in which the Company’s pre-incentive fee net investment income exceeds 1.875% on its net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income equals 20% of the amount of the Company’s pre-incentive fee net investment income.

An incentive fee on capital gains will be earned on investments sold and shall be determined and payable to the Advisor in arrears as of the end of each calendar year. The incentive fee on capital gains is equal to 20% of the Company’s realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. The Company had no capital gains and therefore did not accrue an incentive fee on capital gains for the three and nine months ended September 30, 20172022 and 2016.2021.

TransactionsOperating Expense Responsibility Agreement

As discussed in Note 2, forOn May 12, 2021, the three months ended September 30, 2017Company entered into the Second Amended and 2016,Restated Operating Expense Responsibility Agreement with the Advisor and the Sponsor assumed responsibility for $872,653(the “Responsibility Agreement”).  The Responsibility Agreement amends and $622,347, respectively, ofreplaces the Company’s operating expenses, management feesprior agreement and incentive fees,amended the manner in which are deferredreimbursements to the Sponsor under the Responsibility Agreement.  For the nine months ended September 30, 2017 and 2016, the Sponsor assumed responsibility for $3,831,414 and $3,740,015, respectively, of the Company’s operating expenses, management fees and incentive fees.

For the three months ended September 30, 2017 and 2016, the Advisor earned $1,658,314, and $1,122,904, respectively, in management fees and $1,447,154 and $971,204, respectively, in incentive fees. For the nine months ended September 30, 2017 and 2016, the Advisor earned $4,721,832 and $2,913,946, respectively, in management fees and $3,276,012 and $2,367,279, respectively, in incentive fees.

agreement will be allocated.  Since the inception of the Company through September 30,December 31, 2017, pursuant to the terms of the Responsibility Agreement, the Sponsor has paid approximately $12,347,400$12,420,600 of operating expenses, asset management fees, and incentive fees on behalf of the Company and will pay or reimburse to the Company an additional $4,313,400$4,240,231 of operating expenses, which had been paid by the Company as of December 31, 2017.

Pursuant to the Responsibility Agreement, the Sponsor will only be entitled to reimbursement of the cumulative expenses it has incurred on the Company’s behalf to the extent the Company’s investment income in any quarter, as reflected on the statement of operations, exceeds the sum of (a) total distributions to unitholders incurred during the quarter and (b) the Company’s expenses as reflected on the statement of operations for the same quarter (the “Reimbursement Hurdle”). If the Sponsor is entitled to receive reimbursement for any given quarter because the Company’s investment income exceeds the Reimbursement Hurdle for such quarter, the Company will apply 50% of the excess amount (the “Reimbursement Amount”) for such quarter as follows: (i) first, the Company will apply the Reimbursement Amount to reimburse the Sponsor for all expenses, other than asset management fees and incentive fees, that the Sponsor previously paid on the Company’s behalf, which will generally consist of operating expenses (the “Previously Paid Operating Expenses”) until all Previously Paid Operating Expenses have been reimbursed; and (ii) second, the Company will apply the Reimbursement Amount remaining after the payment of all Previously Paid Operating Expenses to reimburse the Sponsor for the asset management fees and incentive fees that the Sponsor has agreed to pay on the Company’s behalf until all such asset management fees and incentive fees accrued to date have been reimbursed.

The Company did not meet the Reimbursement Hurdle for the three months ended September 30, 2022 and 2021. Therefore, none of the expenses of the Company covered by the SponsorResponsibility Agreement have been recorded as expenses of the Company for the three months ended September 30, 2022 and 2021. As of September 30, 2017. Such2022, there is a remaining aggregate balance of approximately $16,274,000 in expenses incovered by the aggregate of $16,660,800 sinceResponsibility Agreement which are not yet reimbursable to the Company’s inception, maySponsor and have not been recorded by the Company. In accordance with ASC 450, Contingencies, such expenses will be expensedaccrued and payable by the Company in the period that they become both probable and estimable. The Sponsor may demand the reimbursement of cumulative Company expenses covered by the Responsibility Agreement to the Sponsor only ifextent the Company satisfiesexceeds the Reimbursement Hurdle as further describedduring any quarter.

Transactions

For the three months ended September 30, 2022 and 2021, the Advisor earned $1,641,882 and $1,758,565, respectively, in Note 2.asset management fees and $995,962 and $1,049,785, respectively, in incentive fees. For the nine months ended September 30, 2022 and 2021, the Advisor earned $4,987,817 and $5,337,777, respectively, in asset management fees and $3,151,543 and $3,178,782, respectively, in incentive fees.

As of September 30, 20172022 and December 31, 2016,2021, due from affiliates on the Consolidated Statement of Assets and Liabilities in the amountsamount of $4,063,517$4,240,231 and $3,175,656,$4,240,231, respectively was due from the Sponsor in connection withpursuant to the Responsibility Agreement for operating expenses which were paid by the Company, but, under the terms of the Responsibility Agreement, are the responsibility of the Sponsor. The Sponsor anticipates paying this receivable in the due course of business.

as future cash flows and fee income from its operations are sufficient to allow it to begin making consistent and regular payments. As of September 30, 2017 and December 31, 2016, due to affiliates on2022, no future date of scheduled repayments has been determined by the Consolidated Statement of Assets and Liabilities in the amounts of $0 and $68,312, respectively, was due to the Sponsor for reimbursements of offering costs.Sponsor.

23


For the three months endedOn September 30, 2017 and 2016,1, 2022, the Company paid $3,000 and $577,112, respectively,sold $1.25 million of its investment in dealer manager fees and $4,500 and $1,756,410, respectively, in selling commissionsAfricell Holding Limited to an entity whose advisor is under common ownership with the Company’s dealer manager, SC Distributors, LLC. ForAdvisor. The transaction was recorded at par with no realized gain or loss. The Company engaged an independent valuation firm to validate the nine months ended September 30, 2017 and 2016, the Company paid $639,088 and $1,545,731, respectively, in dealer manager fees and $2,469,610 and $5,117,824, respectively, in selling commissions. These fees and commissions were paid in connection with the sales of the Company’s units to investors and, as such, were recorded against the proceeds from the issuance of units and are not reflected in the Company’s Consolidated Statements of Operations.transaction price.


Note 6. Organization and Offering Costs

As of September 30, 2017, theThe Sponsor haspreviously paid approximately $16,828,000$17,692,000 of offering costs and $236,000 of organization costs relating to the Offering, all of which were paid directly by the Sponsor on behalf of the Company, and were reimbursed to the Sponsor as disclosed in Note 2 of the consolidated financial statements.Company. Such amounts include approximately $2,504,267$38,000 and $3,247,000$25,000 of offering costs which were incurred by the Sponsor during the nine months ended September 30, 20172022 and 2016,2021, respectively. During the nine months ended September 30, 20172022 and 2016,2021, the Company paid $2,468,849approximately $38,000 and $5,322,398, respectively,$80,000 in reimbursement of offering costs to the Sponsor.Sponsor, respectively. Such offering costs reimbursed by the Company have been recognized against the proceeds from the issuance of units.

Since the Company startedcommencement of the Company’s operations, to September 30, 2017, the Company has reimbursed the Sponsor a total of approximately $17,079,500 of offering costs and there is no remaining balance$17,355,000 of offering and organization costs due tothrough September 30, 2022.

For the Sponsor.

The Sponsor hasnine months ended September 30, 2022 and may continue to incur organization and offering costs on behalf of2021, the Company in connection with private placementspaid SC Distributors, formally known as StratCap Securities, the dealer manager for certain of the Company’s units. As of September 30, 2017 the Sponsor has incurred $115,730prior offerings, approximately $299,000 and $327,000, respectively in organizationongoing distribution fees, dealer manager fees and offering costs on behalf of the Company related to a private placement of the Company’s units.  As of September 30, 2017, the Company has reimbursed $17,972 of the organization and offering costs incurred relating to such private placement and $97,760 remains due and payable.  service fees.

 

Note 7. NotesNote Payable

The Company notesCompany’s note payable consistconsists of the following:

 

 

 

September 30, 2017

 

 

December 31, 2016

 

 

 

Outstanding Balance

 

 

Outstanding Balance

 

Promissory notes

 

$

1,860,000

 

 

$

1,635,000

 

Symbiotics facility

 

 

10,500,000

 

 

 

-

 

Christian Super promissory note

 

 

5,000,000

 

 

 

-

 

Total notes payable

 

$

17,360,000

 

 

$

1,635,000

 

 

 

September 30, 2022

 

 

December 31, 2021

 

 

 

Outstanding Balance

 

 

Outstanding Balance

 

Christian Super promissory note

 

$

 

 

$

5,000,000

 

Total note payable

 

$

 

 

$

5,000,000

 

 

Christian Super Promissory Notes

Note

On October 14, 2016, TGIFCDecember 18, 2018, Trilinc Global Impact Fund Cayman, Ltd. (“TGIFC”) issued $1.635$5 million in the first series of notesSeries 2 Senior Secured Promissory Note (“CS Note”) to State Street Australia Ltd ACF Christian Super (“Christian Super”) pursuant to athe CS Note private offering of senior secured promissory notes (the “Notes”).offering. The Notes were issued under an ongoing private offering targeting $100 million in the aggregate amount and will be comprised of four different series with four different issuance and maturity dates.  The Notes issued on October 14, 2016 comprised the first series of the Notes.

The Notes haveCS Note had an interest rate of 3.0%3.5% per annum plus the one year London Interbank Offered Rate (“LIBOR”) (1.59%)one-year LIBOR  and will beinterest is payable quarterly in arrears within 15 days after the end of each calendar quarter. The interest rate is determined on each issuance date and adjusted on each anniversary of the issuance date and shall not exceed the maximum rate of non-usurious interest permitted by applicable law, with excess interest to be applied to the principal amount of the Note.

On February 17, 2017, TGIFC issued $0.225 million in the second series of the Notes pursuant to such private offering. The notes issued on February 17, 2017 comprised the second series of the Notes and bear interest at a rate of 3.0% per annum plus one year LIBOR (1.74%) as determined on their issuance date.

The entire principal balance of each Note (and any unpaid interest) is due in one balloon payment on the “Maturity Date,” which is the first anniversary of the issuance date that either TGIFC or the applicable noteholder has designated as the Maturity Date by not less than 30 days’ prior written notice to the other party. The principal balance of each Note may not be prepaid, in whole or in part, prior to the Maturity Date.

In October, 2016, the Company transferred all of the shares of all of its wholly owned subsidiaries (the “Subsidiaries”) to TGIFC.  The Subsidiaries own all of the Company’s investments. TGIFC’s obligations under the Notes are secured by an equitable mortgage

24


pursuant to the Equitable Mortgage Over Shares by and between TGIFC and Noteholders, dated as of October 14, 2016 granting the holders of Notes a mortgage over all of the issued and outstanding shares of the Subsidiaries.

Symbiotics Facility

On July 3, 2017, TGIFC entered into a $10.5 million Facility Agreement (the “Facility Agreement”) with Micro, Small & Medium Enterprises Bonds S.A. (“MSMEB”) as Lender and Symbiotics SA as Servicer.  TGIFC may request an additional $39.5 million under the Facility Agreement, subject to the conditions precedent set forth in the Facility Agreement, including availability of funding.  

The Facility Agreement has an interest rate of 4.65% per annum plus the three month LIBOR (1.30% as of September 30, 2017) and will be payable quarterly in arrears within 15 days after the end of each calendar quarter. The interest rate shall not exceed the maximum rate of non-usurious interest permitted by applicable law, with excess interest to be applied to the principal amount of the note.

The entire principal balance under the Facility Agreement (and any unpaid interest) is due in one balloon payment on July 7, 2020 (the “Maturity Date”). The principal balance under the Facility Agreement may be voluntarily prepaid, in whole or in part, prior to the Maturity Date, subject to a prepayment premium of 1.00% of the prepayment amount if the voluntary prepayment is made prior to July 3, 2019.

TGIFC’s obligations under the Facility Agreement is secured by an equitable mortgage pursuant to the Equitable Mortgage Over Shares by and between TGIFC and MSMEB, dated as of July 3, 2017 (the “Equitable Mortgage”) granting the holders of the Facility Agreement a mortgage over a pro rata amount of the issued and outstanding shares of the Subsidiaries. While the collateral initially pledged under the Equitable Mortgage greatly exceeds the amount funded under the Facility Agreement based on the current net asset value of the Company’s investments held by the Subsidiaries, the Company may issue more shares of the Subsidiaries to secure further financing obligations as long as the pro rata value of TGIFC shares (based on the aggregate net asset value of the investments held by the Subsidiaries) is equal to at least the outstanding amount due and payable under the Facility Agreement.  The Facility Agreement and the Equitable Mortgage contain representations, warranties and covenants customary for financing and mortgage arrangements of this type.

Christian Super Promissory Note

On August 7, 2017, TGIFC issued $5 million in the first of a Series 1 Senior Secured Promissory Notes private offering (the “CS Note”) to State Street Australia Ltd ACF Christian Super (“Christian Super”). The CS Note was issued pursuant to an ongoing private offering targeting $25 million in the aggregate amount and will be comprised of up to five different series with five different issuance dates, but likely the same maturity date (collectively “the CS Notes”).  The CS Note issued on August 7, 2017 comprised the first series of the CS Notes. Borrowings from the CS Notes offering will be used to pursue the Company’s investment strategy and for general corporate purposes.  

The CS Notes have an interest rate of 4.0% per annum plus the one year LIBOR (1.73%) and will be payable quarterly in arrears within 15 days after the end of each calendar quarter. The interest rate may not exceed the maximum rate of non-usurious interest permitted by applicable law, with excess interest to be applied to the principal amount of the CS Note.

The entire principal balance under the CS Note (and any unpaid interest) iswas due in one balloon payment on August 7,December 18, 2021, which iswas the fourth anniversary of the issuance date. The principal balance ofdue date was extended and the CS Note may be prepaid prior to the maturity date without premium or penalty.was repaid in full on January 18, 2022.  

  

  TGIFC’s obligations under the CS Notes is secured by an equitable mortgage pursuant to the Equitable Mortgage Over Shares by and between TGIFC and the Noteholders, dated as of August 7, 2017 (the “CS Equitable Mortgage”), granting the holder of the CS Notes a mortgage over 5shares out of a total of 17.36 of the issued and outstanding shares of the Subsidiaries. While the collateral initially pledged under the CS Equitable Mortgage greatly exceeds the amount funded under the CS Notes based on the current net asset value of the Company’s investments held by the Subsidiaries, the Company may issue more shares of the Subsidiaries to secure further financing obligations as long as the pro rata value of TGIFC shares (based on the aggregate net asset value of the investments held by the Subsidiaries) is equal to at least the outstanding amount due and payable under the CS Notes.  The CS Note and the CS Equitable Mortgage contain representations, warranties and covenants customary for financing and mortgage arrangements of this type.

  

For the three and nine months ended September 30, 2017,2022 and 2021, the Company recognized $215,449$11,169 and $256,540,$143,381, respectively, in interest expense. The Company did not incur any interest expense during the three and nine months periods ended September 30, 2016.

 

The principal payments due on borrowings for each of the next five years ending December 31 and thereafter, are as follows:


Year ending December 31:

 

Principal payments

 

2017

 

$

1,635,000

 

2018

 

 

225,000

 

2019

 

 

-

 

2020

 

 

10,500,000

 

2021

 

 

5,000,000

 

 

 

$

17,360,000

 

Note 8. Unit Capital

As of September 30, 2017,2022, the Company has fivehad six classes of units: Class A, Class C, Class I, Class W, Class Y and Class Y units, with only Class A, Class C, Class I and Class Y units outstanding.Z units. The unit classes have been sold with different upfront sales commissions and dealer manager fees and there areas well as different ongoing distribution fees, dealer manager fees and/or service fees with respect to certain classes of units, including a distribution fee with respect to Class C units, an ongoing dealer manager fee with respect to Class I and Class W units, and an ongoing service fee with respect to Class W units. As of September 30, 2017,2022, the Company recorded a liability in the aggregate amount of $1,961,000$428,000 for the estimated future amount of Class C unitongoing distribution fee payable and Class I unitfees, dealer manager feefees and service fees payable. The estimated liability as of September 30, 2022 is calculated based on a net asset value per Class C, Class I and Class W units of $6.899 with a distribution fee of 0.80% for Class C units, an ongoing dealer manager fee of 0.50% for Class I units, of $9.025 with distribution and ongoing aggregate dealer managerand service fees of 0.8% and 0.5%, respectively,0.75% for Class W units, per annum applied to the net asset value, during the expected period that Class C, Class W and Class I units remain outstanding, and discounted using an annual rate of 4%. All units participate in the income and expenses of the Company on a pro-rata basis based on the number of units outstanding. The following table is a summary of unit activity during the nine months ended September 30, 2017:2022:

 

 

Units

 

 

 

 

 

 

 

 

 

 

Units

 

 

Units

 

 

 

 

 

 

 

 

 

 

Units

 

 

Outstanding

 

 

 

 

 

 

Units

 

 

Outstanding

 

 

Outstanding

 

 

 

 

 

 

Units

 

 

Outstanding

 

 

as of

 

 

Units Issued

 

 

Repurchased

 

 

as of

 

 

as of

 

 

Units Issued

 

 

Repurchased

 

 

as of

 

 

December 31,

 

 

During

 

 

During

 

 

September 30,

 

 

December 31,

 

 

During

 

 

During

 

 

September 30,

 

 

2016

 

 

the Period

 

 

the Period

 

 

2017

 

 

2021

 

 

the Period

 

 

the Period

 

 

2022

 

Class A units

 

 

15,391,991

 

 

 

3,072,172

 

 

 

(278,184

)

 

 

18,185,979

 

 

 

18,128,699

 

 

 

346,166

 

 

 

(272,050

)

 

 

18,202,815

 

Class C units

 

 

6,803,985

 

 

 

1,548,378

 

 

 

(38,581

)

 

 

8,313,782

 

 

 

7,827,952

 

 

 

161,994

 

 

 

(139,335

)

 

 

7,850,611

 

Class I units

 

 

7,411,405

 

 

 

3,113,568

 

 

 

(407,951

)

 

 

10,117,022

 

 

 

10,517,764

 

 

 

229,463

 

 

 

(292,249

)

 

 

10,454,978

 

Class W units

 

 

24,555

 

 

 

 

 

 

 

 

 

24,555

 

Class Y units

 

 

-

 

 

 

297,643

 

 

 

-

 

 

 

297,643

 

 

 

2,696,506

 

 

 

44,325

 

 

 

(44,355

)

 

 

2,696,476

 

Class Z units

 

 

8,423,851

 

 

 

 

 

 

 

 

 

8,423,851

 

Total

 

 

29,607,381

 

 

 

8,031,761

 

 

 

(724,716

)

 

 

36,914,426

 

 

 

47,619,327

 

 

 

781,948

 

 

 

(747,989

)

 

 

47,653,286

 

 

The total of 8,031,761781,948 units issued during the nine months ended September 30, 20172022 included 922,746741,000 units issued under the DRP at a value of $8,321,794. Asapproximately $5,243,000 and 41,163 units sold pursuant to our private placement for aggregate gross proceeds of September 30, 2017, no Class W units have been issued.approximately $295,000.

Beginning June 11, 2014, the Company commenced a unit repurchase program pursuant to which the Company may conduct quarterly unit repurchases of up to 5% of the weighted average number of outstanding units in any 12-month period to allow the Company’s unitholders, who have held units for a minimum of one year, to sell their units back to the Company at a price equal to the greater of the unit’smost recently determined net asset value or $9.025. per unit for each class of units, as most recently disclosed by the Company in a public filing with the SEC at the time of repurchase. Repurchases for the third quarter of 2022 have been made at a price equal to $6.899 per units, which was the net asset value per unit of each class as of June 30, 2022, the most recently disclosed net asset value at the time of repurchase.

The unit repurchase program includes numerous restrictions, including a one-year holding period, that limit the ability of the Company’s unitholders to sell their units. Unless the Company’s board of managers determines otherwise, the Company will limit the number of units to be repurchased during any calendar year to the number of units that can be repurchased with the proceeds the Company receives from the sale of units under the Company’s DRP. At the sole discretion of the Company’s board of managers, the Company may also use cash on hand, cash available from borrowings and cash from the repayment or liquidation of investments as of the end of the applicable quarter to repurchase units.

During the nine months ended September 30, 2017,2022, the Company received 98fulfilled repurchase requests for a total of 724,716747,989 units at a weighted average repurchase price per unit of $7.03 for an aggregate repurchase price of $9.025 per unit.$5,256,564. As of September 30, 2017, 522022, $1,619,293 of these repurchase requests were pending processing and were completed by the Company betweenin October 52022. For the quarter ended September 30, 2022, eligible repurchase requests exceeded the limitations of the Company’s unit repurchase program described above and the requests were fulfilled on a pro rata basis, such that the Company repurchased approximately 249,000 units or 6.37% of eligible repurchase requests (based on the number of units submitted for repurchase), and approximately 3,449,000 units or 93.63% of eligible repurchase requests (based on the number of units submitted for repurchase) were not redeemed. Pursuant to October 11, 2017.the terms of the Company’s unit repurchase program, the unsatisfied portion of repurchase requests that were not fulfilled at quarter-end will be carried over to the next quarter and treated as a request for repurchase at the next quarter-end repurchase date, unless the repurchase request is withdrawn.

 


26


Note 9. Distributions

Starting inSince July 2013, the Company has paid monthly distributions for all classes of units. The following table summarizes the distributions paid for the nine months ended September 30, 2017:2022:

 

 

 

 

Daily Rate

 

 

Cash

 

 

Distributions

 

 

Total

 

Months ended

 

Date Declared

 

Per Unit

 

 

Distributions

 

 

Reinvested

 

 

Declared

 

January 31, 2017

 

January 19, 2017

 

$

0.00197808

 

 

$

1,002,022

 

 

$

837,472

 

 

$

1,839,494

 

February 28, 2017

 

February 23, 2017

 

$

0.00197808

 

 

 

944,453

 

 

 

782,125

 

 

 

1,726,578

 

March 31, 2017

 

March 3, 2017

 

$

0.00197808

 

 

 

1,114,222

 

 

 

885,439

 

 

 

1,999,661

 

April 30, 2017

 

April 18, 2017

 

$

0.00197808

 

 

 

1,148,147

 

 

 

929,660

 

 

 

2,077,807

 

May 31, 2017

 

May 10, 2017

 

$

0.00197808

 

 

 

1,220,942

 

 

 

987,576

 

 

 

2,208,518

 

June 30, 2017

 

June 12, 2017

 

$

0.00197808

 

 

 

1,194,793

 

 

 

960,134

 

 

 

2,154,927

 

July 31, 2017

 

July 11, 2017

 

$

0.00197808

 

 

 

1,238,624

 

 

 

986,918

 

 

 

2,225,542

 

August 31, 2017

 

August 10, 2017

 

$

0.00197808

 

 

 

1,254,262

 

 

 

991,320

 

 

 

2,245,582

 

September 30, 2017

 

September 11, 2017

 

$

0.00197808

 

 

 

1,227,774

 

 

 

961,150

 

 

 

2,188,924

 

Total for 2017

 

 

 

 

 

 

 

$

10,345,239

 

 

$

8,321,794

 

 

$

18,667,033

 

 

 

 

 

Daily Rate

 

 

Cash

 

 

Distributions

 

 

Total

 

Month ended

 

Date Declared

 

Per Unit

 

 

Distributions

 

 

Reinvested

 

 

Declared

 

January 31, 2022

 

November 12, 2021

 

$

0.00139060

 

 

$

1,431,971

 

 

$

616,109

 

 

$

2,048,080

 

February 28, 2022

 

November 12, 2021

 

$

0.00139060

 

 

 

1,298,531

 

 

 

554,580

 

 

 

1,853,111

 

March 31, 2022

 

February 17, 2022

 

$

0.00139060

 

 

 

1,442,429

 

 

 

612,752

 

 

 

2,055,181

 

April 30, 2022

 

March 29, 2022

 

$

0.00136605

 

 

 

1,380,602

 

 

 

566,059

 

 

 

1,946,661

 

May 31, 2022

 

March 29, 2022

 

$

0.00136605

 

 

 

1,419,163

 

 

 

595,824

 

 

 

2,014,987

 

June 30, 2022

 

May 11, 2022

 

$

0.00135186

 

 

 

1,364,770

 

 

 

569,848

 

 

 

1,934,618

 

July 31, 2022

 

May 11, 2022

 

$

0.00135186

 

 

 

1,404,321

 

 

 

586,611

 

 

 

1,990,932

 

August 31, 2022

 

May 11, 2022

 

$

0.00135186

 

 

 

1,407,220

 

 

 

587,655

 

 

 

1,994,875

 

September 30, 2022

 

August 12, 2022

 

$

0.00135186

 

 

 

1,339,120

 

 

 

554,062

 

 

 

1,893,182

 

Total for 2022

 

 

 

 

 

 

 

$

12,488,127

 

 

$

5,243,500

 

 

$

17,731,627

 

In August 2022, the Company’s board of managers authorized the declaration of distributions for September, October and November of 2022. These distributions have been or will be calculated based on unitholders of record for each day in an amount equal to $0.001323189 per unit per day (less the distribution fee with respect to Class C units, the ongoing dealer manager fee with respect to certain Class I units and Class W units and the ongoing service fee with respect to Class W units). On an annualized basis, these distributions are equal to approximately 7.0% of the NAV per unit of $6.90, determined as of June 30, 2022. These distributions have been or will be paid in cash or reinvested in units, for those unitholders participating in the DRP, on or about the first day of the month following the month to which the distributions relate. There can be no assurances that distributions will continue to be paid at this rate in subsequent periods or at all.

Note 10. Financial Highlights

The following is a schedule of financial highlights of the Company for the nine months ended September 30, 20172022 and 2016.          2021:

 

Nine Months Ended

 

Nine months ended

 

September 30,

 

 

September 30,

 

September 30,

 

 

September 30,

 

2017

 

 

2016

 

2022

 

 

2021

 

Per unit data (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value at beginning of period

$

8.47

 

 

$

8.54

 

$

7.10

 

 

$

7.58

 

Net investment income

$

0.49

 

 

$

0.56

 

 

0.32

 

 

 

0.34

 

Net change in unrealized depreciation on investments

$

-

 

 

$

(0.00

)

 

(0.23

)

 

 

(0.25

)

Realized loss on investments

 

 

 

 

(0.02

)

Net increase in net assets resulting from operations

$

0.49

 

 

$

0.56

 

 

0.09

 

 

 

0.07

 

Net change in offering costs

$

0.03

 

 

$

(0.02

)

Distributions

$

(0.54

)

 

$

(0.56

)

 

(0.37

)

 

 

(0.42

)

Net change in accrued distribution and other fees

$

0.01

 

 

$

(0.07

)

 

 

 

 

 

Net decrease in net assets

$

(0.02

)

 

$

(0.08

)

 

(0.29

)

 

 

(0.35

)

Net asset value at end of period (2) (3)

$

8.45

 

 

$

8.46

 

Net asset value at end of period (2)

$

6.81

 

 

$

7.23

 

Total return based on net asset value (5)(3)

 

5.74

%

 

 

6.50

%

 

1.23

%

 

 

0.95

%

Net assets at end of period

$

312,070,024

 

 

$

223,109,319

 

$

325,432,459

 

 

$

343,904,586

 

Units Outstanding at end of period

 

36,914,426

 

 

 

26,372,641

 

 

47,653,286

 

 

 

47,490,815

 

Ratio/Supplemental data (annualized) (5)(6):

 

 

 

 

 

 

 

Ratio/Supplemental data (annualized) (3):

 

 

 

 

 

 

 

Ratio of net investment income to average net assets

 

7.70

%

 

 

8.51

%

 

6.06

%

 

 

6.36

%

Ratio of net operating expenses to average net assets

 

2.96

%

 

 

2.27

%

Ratio of total expenses to average net assets

 

4.67

%

 

 

5.11

%

1

The per unit data was derived by using the weighted average units outstanding during the nine months ended September 30, 20172022 and 20162021, which were 34,744,36347,721,878 and 20,576,797.47,155,072, respectively.

2

For financial statement reporting purposes under GAAP, as of September 30, 2017,2022 and 2021, the Company recorded a liability in the amount of $1,961,000$428,000 and $452,000, respectively, for the estimated future amount of Class C Distribution Feesdistribution fees, Class I dealer manager fees, Class W dealer manager fees and Class I Dealer Manager FeesW services fees payable. This liability is reflected in this table, which is consistent with the financial statements.  While the Company follows GAAP for financial reporting purposes, it has determined that deducting the accrual for the estimated future amount of Class C Distribution Feesdistribution fees, Class I dealer manager fees, Class W dealer manager fees and Class I Dealer Manager FeesW services fees may not be the appropriate approach for determining the net asset value used on the quarterly investor statements and for other purposes. The Company believes that not making such deduction for purposes of net

32


asset value determination is consistent with the industry standard and is more appropriate since the Company intends for the net asset value to reflect the estimated value on the date that the Company determines its net asset value. As of September 30, 2017, based on the new approach to the treatment of future Class C Distribution Fees and Class I Dealer Manager Fees, the Company has calculated the net asset value to be $8.507 for all units.  If the Company would have used the same approach for presentation in determining the net asset value as of September 30, 2016, the net asset value per unit would have been $8.527.

3

The reduction in net asset value is due to the Sponsor absorbing less of the Company’s operating expenses.

4

Net asset value would have been lower if the Sponsor had not made capital contributions as of March 31, 2014 and December 31, 2013 of $31,750 and $51,034, respectively or had not absorbed and deferred reimbursement for a substantial portion of the Company’s operating expenses since the Company began operations.

27


5

Total return, ratio of net investment income and ratio of operating expenses to average net assets for the nine months ended September 30, 2017 and 2016, prior to the effect of the Responsibility Agreement were as follows; total return: 4.43% and 4.38%, ratio of net investment income; 5.95% and 5.73%, and ratio of operating expenses to average net assets: 4.71% and 5.06%.

6

The Company’s net investment income has been annualized assuming consistent results over a full fiscal year, however, this may not be indicative of actual results over a full fiscal year.

Note 11. Subsequent Events

The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. ThereExcept as discussed below, there have been no subsequent events that occurred during such period that would require disclosure in the Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the three and nine months ended September 30, 2017, except as discussed below.2022.

Distributions

On

The cash distributions for October 10, 2017, withtotaled $1,344,223. With respect to unitholders participating in the authorizationDistribution Reinvestment Plan, $572,275 of the distributions for October were reinvested in units.

The Company’s board of managers authorized the Company declareddeclaration of distributions for Class A, Class C, Class I, Class YSeptember, October and Class W units for the period from October 1 through October 31, 2017. These distributions were calculated based on unitholdersNovember of record for each day in an amount equal to $0.00197808 per unit per day (less the distribution fee with respect to Class C units , an ongoing dealer manager fee with respect to certain Class I units and Class W units, and an ongoing service fee with respect to Class W units).. On November 1, 2017, $1,257,414 of these distributions were paid in cash and on October 31, 2017, $990,942 were reinvested in units for those unitholders participating in the DRP.

On November 10, 2017, with the authorization of the Company’s board of managers, the Company declared distributions for Class A, Class C, Class I, Class Y and Class W units for the period from November 1 through November 30, 2017.2022. These distributions will be calculated based on unitholders of record for each day in an amount equal to $0.00197808$0.001323189 per unit per day (less the distribution fee with respect to Class C units, , anthe ongoing dealer manager fee with respect to certain Class I units and Class W units and anthe ongoing service fee with respect to Class W units). On an annualized basis, these distributions are equal to approximately 7.0% of the NAV per unit of $6.84, determined as of September 30, 2022. These distributions will be paid in cash or reinvested in units, for those unitholders participating in the DRP, on or about December 1, 2017.the first day of the month following the month to which the distributions relate. There can be no assurances that distributions will continue to be paid at this rate in subsequent periods or at all.

 

Sub-advisor

On October 3, 2022, one of the Company’s sub-advisors, TransAsia, notified the Company of its intention to terminate the sub-advisory agreement between the two parties. The Company is working with TransAsia to transition all of TransAsia's responsibilities under the agreement to the Advisor in an orderly and timely fashion and expects to complete the process by early 2023.

Investments

On November 3, 2022, the Company entered into a transaction with an unrelated financial institution, whereby, it sold a $5.0 million participation interest in one of its term loan positions and agreed to repurchase the participation 135 days after the transaction date at a price equal to the sum of the original sales price plus accrued interest calculated at a simple 10% annualized rate. The excess between the interest earned on the term loan position and the simple 10% annualized rate was paid by the Company to another unrelated party as a transaction fee. No gain or loss was recognized with respect to this transaction.

Subsequent to September 30, 20172022 through November 10, 2017,14, 2022, the Company funded approximately $19.1 million indid not fund any new investments and received proceeds from repayment of investments of approximately $16.2$1.0 million.

Operating Expense Responsibility Agreement

On November 10, 2017, the Company entered into an Amended and Restated Operating Expenses Responsibility Agreement with the Company’s Sponsor and Advisor. Pursuant to the terms of this agreement, the Sponsor agreed to be responsible for the Company’s cumulative operating expenses incurred through September 30, 2017, including management and incentive fees earned by the Advisor during the quarter ended September 30, 2017. For additional information refer to Notes 2 and 5.

Mac Z Group SARL

The Company has a $9,000,000 trade finance position with Mac Z Group SARL (“Mac Z”), a scrap metal recycler in Morocco. As of September 30, 2017, the outstanding balance on this position is $7,349,626. The primary collateral securing this position is 1,970 tons of copper scrap.  In late October, the designated Collateral Manager for Mac Z notified the sub-advisor of an investigation into a 1,820 ton, approximately $13.3 million, shortage of copper scrap inventory physically held in the warehouse. The copper scrap is pledged to the Company and serves as the primary collateral for this position. In addition to conducting its investigation, the sub-advisor has issued an Event of Default and is taking steps to enforce the Corporate Guarantee, Personal Guarantee and relevant pledges, which include two insurance policies. The sub-advisor has placed a blocking notice on all of the borrower’s bank accounts and has requested a freeze order from the Moroccan local courts on the physical assets of the company. Mac Z has an estimated $12 million in Zinc Ore inventory, which may serve as secondary collateral for this position. The Company is working with the sub-advisor and is investigating the issue. Based on the results of the initial investigation, the Company believes there is sufficient collateral available to cover both the outstanding principal balance and the accrued interest. The Company is placing the position on non-accrual effective October 1, 2017 and believes no adjustment to fair value is necessary.

2833


Second Symbiotics Facility Agreement

On November 2, 2017, TGIFC entered into a second Facility Agreement to receive an additional $9.75 million in the second tranche of financing with MSMEB as Lender and Symbiotics SA as Servicer described in Note 7 above.  After receiving this second tranche, TGIFS has $20.25 million total outstanding under Symbiotics facility and may request an additional $20 million, subject to the conditions precedent set forth in the second Facility Agreement, including availability of funding. For more information about the Symbiotics facility, please see “Note 7. Notes Payable—Symbiotics Facility.”

29


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

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

Except as otherwise specified, references to “we,” “us,” “our,” or the “Company,” refer to TriLinc Global Impact Fund, LLC.

Forward Looking Statements

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

our future operating results;

our future operating results;

our ability to purchase or make investments in a timely manner;

our ability to purchase or make investments in a timely manner;

our business prospects and the prospects of our borrowers;

our business prospects and the prospects of our borrowers;

the economic, social and/or environmental impact of the investments that we expect to make;

the impact of the COVID-19 pandemic and actions taken to prevent its spread on our business, results of operations, financial condition, liquidity and net asset value per unit;

our contractual arrangements and relationships with third parties;

the economic, social and/or environmental impact of the investments that we expect to make;

our ability to make distributions to our unitholders;

our contractual arrangements and relationships with third parties;

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

our ability to make distributions to our unitholders;

the availability of cash flow from operating activities for distributions and payment of operating expenses;

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

the performance of our Advisor, our sub-advisors and our Sponsor;

the availability of cash flow from operating activities for distributions and payment of operating expenses;

our dependence on our Advisor and our dependence on and the availability of the financial resources of our Sponsor;

the performance of our Advisor, our sub-advisors and our Sponsor;

the ability of our borrowers to make required payments;

our dependence on our Advisor and our dependence on and the availability of the financial resources of our Sponsor;

our Advisor’s ability to attract and retain sufficient personnel to support our growth and operations;

the ability of our borrowers to make required payments;

the lack of a public trading market for our units;

our Advisor’s ability to attract and retain sufficient personnel to support our growth and operations;

our limited operating history;

the lack of a public trading market for our units;

our ability to borrow funds;

our ongoing litigation;

our expected financings and investments;

our ability to borrow funds;

the adequacy of our cash resources and working capital;

our expected financings and investments;

performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments;

the adequacy of our cash resources and working capital;

any failure in our Advisor’s or sub-advisors’ due diligence to identify all relevant facts in our underwriting process or otherwise;

general global economic, political and business conditions, including inflation, and the conflict in Ukraine;

the ability of our sub-advisors and borrowers to achieve their objectives;

performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments;

the effectiveness of our portfolio management techniques and strategies;

any failure in our Advisor’s or sub-advisors’ due diligence to identify all relevant facts in our underwriting process or otherwise;

failure to maintain effective internal controls; and

the ability of our sub-advisors and borrowers to achieve their objectives;

the effectiveness of our portfolio management techniques and strategies;

the loss of our exemption from the definition of an “investment company” under the Investment Company Act of 1940, as amended.

failure to maintain effective internal controls; and

the loss of our exemption from the definition of an “investment company” under the Investment Company Act of 1940, as amended.

We use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason.

The foregoing list of factors is not exhaustive. We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the SEC.

30


Overview

We make impact investments in SMEs that provide the opportunity to achieve both competitive financial returns and positive measurable impact. We were organized as a Delaware limited liability company on April 30, 2012. We have operated and intend to continue to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended. We use the proceeds raised from the issuance of units to invest in SMEs through local market sub-advisors in a diversified portfolio of financial assets, including direct loans, loan participations, convertible debt instruments, trade finance, structured credit and preferred and common equity investments. A substantial portion of our assets consists of collateralized private debt instruments, which we believe offer opportunities for competitive risk-adjusted returns and income generation. We are externally managed and advised by TriLinc Advisors, LLC, or the Advisor. The Advisor is an investment advisor registered with the SEC.

34


Our business strategy is to generate competitive financial returns and positive economic, social and environmental impact by providing financing to SMEs, which we define as those business having less than 500 employees, primarily in developing economies. To a lesser extent, we may also make impact investments in companies that may not meet our technical definition of SMEs due to a larger number of employees but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. We generally expect that such investments will have similar investment characteristics as SMEs as defined by us. Our style of investment is referred to as impact investing, which J.P. Morgan Global Research and Rockefeller Foundation in a 2010 report called “an emerging alternative asset class” and defined as investing with the intent to create positive impact beyond financial return. We believe it is possible to generate competitive financial returns while creating positive, measurable impact. We measure the economic, social and environmental impact of our investments using industry-standard metrics, including the Impact Reporting and Investment Standards. Through our investments in SMEs, we intend to enable job creation and stimulate economic growth.

We commenced the Offering on February 25, 2013. Pursuant to the Offering, we were offering on a continuous basis up to $1.5 billion in units of our limited liability company interest, consisting of up to $1.25 billion of units in the primary offering consisting of Class A and Class C units at initial offering prices of $10.00 and $9.576 per unit, respectively, and Class I units at $9.025 per unit, and up to $250 million of units pursuant to the DRP.our Distribution Reinvestment Plan. SC Distributors, LLC was the dealer manager for the Offering. In May 2012, the Advisor purchased 22,161 Class A units for aggregate gross proceeds of $200,000. On June 11, 2013, we satisfied the minimum offering requirement of $2,000,000 when the Sponsor purchased 321,330 Class A units for aggregate gross proceeds of $2,900,000 and we commenced operations. Our primary offeringThe Offering terminated on March 31, 2017. We continue to offer and sell units pursuant to our DRP. Through the termination of the primary offering,Offering, we raised approximately $361,700,000$361,776,000 in gross proceeds, including approximately $13,337,000$13,338,000 raised through our Distribution Reinvestment Plan.

Upon termination of the DRP. Forprimary portion of the three months ended September 30, 2017,Offering, we issued 325,694 of our units pursuant to our DRP for gross proceeds of approximately $2,939,400. In addition, for the three months ended September 30, 2017, we issued 473,307 of our units for gross proceeds of approximately $4,047,100 pursuant to a private placement.

As of September 30, 2017, we had issued 38,813,662 of our units, including 2,122,911 units issued under our DRP, for gross proceeds of approximately $370,697,000 including approximately $19,954,000 reinvested under our DRP (before dealer manager fees of approximately $4,776,000 and selling commissions of $16,812,000, for net proceeds of $349,109,000).

We are offering a maximum of $75,000,000registered $75 million in Class A, Class C and Class I units of our limited liability company interestto continue to be offered pursuant to our existing unitholders pursuantDistribution Reinvestment Plan to the DRP.investors who have purchased units in the Offering.  Units issued pursuant to the DRPour Distribution Reinvestment Plan are being offered at the greater of $9.025 per unit orprice equal to the most recently determined net asset value per unit of each class of units, which as most recently disclosed by the Company in a public filing with the SEC at the time of September 30, 2017reinvestment. Our Distribution Reinvestment Plan was $8.507 for Class A, Class C, and I units. Accordingly, units are currently offered pursuantamended, effective May 25, 2020, to the DRP at $9.025 per Class A, Class C and Class I units.

We will offer units pursuant to the DRP until we sellallow holders of all $75,000,000 worthclasses of units other than Class Z units to participate, including holders who purchased units in this offering, although our board may determine to terminate this offering prior thereto.  Thisprivate placements. The offering must be registered or exempt from registration in every state in which we offer or sell units. If thisthe offering is not exempt from registration, the required registration generally is for a period of one year. Therefore, we may have to stop selling units in any state in which the registration is not renewed annually and the offering is not otherwise exempt from registration.

For the nine months ended September 30, 2022, we issued 741,000 of our units pursuant to our Distribution Reinvestment Plan for gross proceeds of approximately $5,243,000. In addition, for the nine months ended September 30, 2022, we issued 41,163 of our units for gross proceeds of approximately $295,000 pursuant to our ongoing private placement described above. As of September 30, 2022, $24,186,000 in units remained available for sale pursuant to the Distribution Reinvestment Plan.

From our inception to September 30, 2022, we have issued an aggregate of 56,000,530 of our units, including 7,778,116 units issued under our Distribution Reinvestment Plan, for gross proceeds of approximately $512,698,000 including approximately $64,152,000 reinvested under our Distribution Reinvestment Plan (before dealer manager fees of approximately $4,801,000 and selling commissions of $16,862,000), for net proceeds of $491,035,000.

Outlook

The COVID-19 pandemic and its lingering effects has adversely impacted many of the Company’s borrowers both directly and indirectly. First, the adverse impact on the global supply chain has been one of the largest challenges for our borrowers, as most of them are exporters directly tied to global trade. Some of these challenges include: demand from suppliers to be paid in cash rather than supplier credit, significant increases in shipping costs (when and if shipping is reliably available), and delays in the payment of receivables, all of which put pressure on borrowers’ working capital needs. Although not as severe as they once were, supply chain problems continue to be aggravated by China’s rolling lockdowns to control COVID-19 and the conflict between Russia and Ukraine. Second, our borrowers experienced challenges related to the decrease in global demand during 2020 and 2021, which decreased revenue for many of them. Additionally, input costs remain high and the conflict between Russia and Ukraine has increased the disruption, instability and volatility in global markets and industries. The Company expects some of the regions in which it invests to achieve economic normalization once the lingering supply chain disruptions and input cost increases dissipate. However, the Company believes certain regions, industries and borrowers may experience further material economic distress due to the compound impact of more than two years of economic hardship and some borrowers may find it difficult or impossible to recover. If the continuing impacts of COVID-19 combined with rising input costs further adversely affect borrowers’ businesses, financial condition and results of operations, borrowers may be unable to make required payments in the near term, which could impact the fair value of the Company’s investments.

While inflation and rising interest rates are major issues in most advanced economies, the Company believes they are not core issues in the Company’s markets. The Company continues to believe that the central issue driving results is that borrowers are struggling to recover from the compound impact of more than two years of economic hardship. Indeed, although the Company’s NAV per unit modestly decreased by $0.06 as of September 30, 2022, compared to the NAV per unit as of June 30, 2022, the Company’s

35


NAV is a reflection of the cumulative effect of 11 consecutive quarters of the adverse economic impact of COVID-19 and its ramifications, including persistent supply chain and cash flow issues, on our borrowers.

Investments

Our investment objectives are to provide our unitholders current income, capital preservation, and modest capital appreciation. These objectives are achieved primarily through SME trade finance and term loan financing, while employing rigorous risk-mitigation and due diligence practices, and transparently measuring and reporting the economic, social and environmental impacts of our investments. The majority of our investments are senior and other collateralized loans to SMEs with established, profitable businesses in developing economies. To a lesser extent, we may also make investments in financing to companies that may not meet our technical definition of SMEs due, for example, to the companies having a larger number of employees, but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. Furthermore, we may also make investments in developed economies, including the United States. With the nine sub-advisors that we haveour Advisor has contracted with to assist the Advisor in implementing the Company’s investment program, we expect to provide growth capital financing generally ranging in size from $5-15$5-20 million per transaction for direct SME loans and $500,000 to $10$15 million for trade finance transactions. We seek to protect and grow investor capital by: (1) targeting countries with favorable economic growth and investor protections; (2) partnering with sub-advisors with significant experience in local markets; (3) focusing on creditworthy lending targets who have at least 3-year operating histories and

31


demonstrated cash flows enabling loan repayment; (4) making primarily debt investments, backed by collateral and borrower guarantees; (5) employing best practices in our due diligence and risk mitigation processes; and (6) monitoring our portfolio on an ongoing basis. By providing additional liquidity to growing small businesses, we believe we support both economic growth and the expansion of the global middle class.

Investments will continue to be primarily credit facilities and participations in credit facilities to developing economy SMEs, including trade finance and term loans, through the Advisor’s team of professional sub-advisors with a local presence in the markets where they invest. As of September 30, 2017,2022, more than a majority of our investments were in the form of participations and we expect that future investments will continue to be primarily participations. We typically provide financing that is collateralized, has a short to medium-term maturity and is self-liquidating through the repayment of principal. By providing additional liquidityOur counterparty for participations generally will be the respective sub-advisor or its affiliate that originates the loan in which we are participating. We will not have a contract with the underlying borrower and therefore, in the event of default, we will not have the ability to growing small businesses, we believe we support both economic growthdirectly seek recovery against the collateral and instead will have to seek recovery through our sub-advisor counterparty, which increases the expansionrisk of full recovery.

Certain investments, including loans and participations, may carry equity warrants on borrowers, which allow us to buy shares of the global middle class.portfolio company at a given price, which we will exercise at our discretion during the life of the portfolio company. Our goal is to ultimately dispose of such equity interests and realize gains upon the disposition of such interests. However, these warrants and equity interests are illiquid and it may be difficult for the Company to dispose of them. In addition, we expect that any warrants or other return enhancements received when we make or invest in loans may require several years to appreciate in value and may not appreciate at all.

LIBOR

In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR. As a result, the U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for USD LIBOR in derivatives and other financial contracts. The transition away from LIBOR could cause interest rates on our debt to decrease, which could adversely affect our operating results. In addition, uncertainty about the extent and manner of future changes may result in interest rates that are higher or lower than if LIBOR were to remain available in the current form.

LIBOR is expected to be phased out completely by June 2023, and new contracts ceased to be written using USD LIBOR at the beginning of 2022. As of September 30, 2022, 14.3% of the fair value of the Company’s total investments bore interest at floating rates based on LIBOR, with an alternative rate to be designated by the Company in the event that LIBOR is unavailable. The Company expects to fix SOFR as the alternative benchmark rate for our remaining investments with floating rates based on LIBOR. There can be no assurances as to whether such replacement or alternative rate will be more or less favorable than LIBOR. We intend to monitor the developments with respect to the phasing out of LIBOR and work with our sub-advisors to seek to ensure any transition away from LIBOR will have minimal impact on our investments, but we can provide no assurances regarding the impact of the discontinuation of LIBOR.

36


Revenues

Since we anticipate that the majority of our assets will continue to consist of trade finance instruments and term loans, we expect that the majority of our revenue will continue to be generated in the form of interest. Our senior and subordinated debt investments may bear interest at a fixed or floating rate. Interest on debt securities is generally payable monthly, quarterly or semi-annually. 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 is due at the maturity date. In addition, we generate revenue in the form of acquisition and other fees in connection with some transactions. Original issue discounts and market discounts or premiums are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

Expenses

Our primary operating expenses include the payment of asset management fees and expenses reimbursable to our Advisor under the Advisory Agreement. We bear all other costs and expenses of our operations and transactions.

SinceFrom our inception through December 31, 2017, under the terms of the Responsibility Agreement, our Sponsor assumed substantially all our operating expenses. Our Sponsor has not assumed any of our operating expenses subsequent to December 31, 2017. From our inception through September 30, 2017, our Sponsor has assumed the majority of our operating expenses underpursuant to the terms of the Responsibility Agreement. AsAgreement, the Sponsor has paid approximately $12,421,000 of operating expenses, asset management fees, and incentive fees on our behalf and will reimburse us an additional $4,240,231 of expenses, which we had paid as of September 30, 2017,2017. Such expenses, in the aggregate of approximately $16,274,000 since the Company’s inception, may be expensed and payable by the Company to the Sponsor has agreed to pay a cumulative totalonly if the Company satisfies the Reimbursement Hurdle. The Company did not meet the Reimbursement Hurdle for the quarter ended September 30, 2022. Therefore, none of approximately $16.7 millionthe expenses of operating expenses.the Company covered by the Responsibility Agreement have been recorded as expenses of the Company for the quarter ended September 30, 2022.

Portfolio and Investment Activity

During the nine months ended September 30, 2017, we invested approximately $255,615,000 across 29 separate portfolio companies, including 162022, the Company did not fund any new borrowers.investments. Our investments consisted of senior secured trade finance participations, senior secured term loan participations, senior secured term loans, other investments, and short term notes.equity warrants. Additionally, we received proceeds from repayments of investment principal of approximately $148,468,000.$9.6 million.

At September 30, 20172022 and December 31, 2016,2021, the Company’s investment portfolio included 4335 and 3236 companies, respectively, and the fair value of our portfolio was comprised of the following:

 

As of September 30, 2017

 

 

As of December 31, 2016

 

 

 

 

 

 

As of September 30, 2022

 

 

As of December 31, 2021

 

 

Investments

 

 

Percentage of

 

 

Investments

 

 

Percentage of

 

 

 

 

 

 

Investments

 

 

Percentage of

 

 

Investments

 

 

Percentage of

 

 

at Fair Value

 

 

Total Investments

 

 

at Fair Value

 

 

Total Investments

 

 

 

 

 

 

at

Fair Value

 

 

Total

Investments

 

 

at

Fair Value

 

 

Total

Investments

 

Senior secured term loans

 

$

62,845,636

 

 

 

20.2

%

 

$

28,673,487

 

 

 

14.1

%

 

 

 

 

 

$

118,328,770

 

 

 

39.9

%

 

$

119,374,062

 

 

 

39.5

%

Senior secured term loan participations

 

 

105,081,088

 

 

 

33.6

%

 

 

58,450,761

 

 

 

28.7

%

 

 

 

 

 

 

128,851,567

 

 

 

43.4

%

 

 

132,290,743

 

 

 

43.9

%

Senior secured trade finance participations

 

 

119,437,912

 

 

 

38.2

%

 

 

116,671,565

 

 

 

57.2

%

 

 

 

 

 

 

44,591,325

 

 

 

15.0

%

 

 

45,092,689

 

 

 

15.0

%

Short term notes

 

 

25,000,000

 

 

 

8.0

%

 

 

-

 

 

 

-

 

Other investments *

 

 

 

 

 

 

3,758,063

 

 

 

1.3

%

 

 

3,758,063

 

 

 

1.2

%

Equity warrants

 

 

 

 

 

 

1,205,503

 

 

 

0.4

%

 

 

1,088,168

 

 

 

0.4

%

Total investments

 

$

312,364,636

 

 

 

100.0

%

 

$

203,795,813

 

 

 

100.0

%

 

 

 

 

 

$

296,735,228

 

 

 

100.0

%

 

$

301,603,725

 

 

 

100.0

%

 

*

This investment was originally classified as an investment in a credit facility originated by IIG TOF B.V.

As of September 30, 2017,2022, the weighted average yields, based upon the cost of our portfolio, on trade finance participations, term loan participations, senior secured term loans, and short term notesother investments were 10.4%, 13.7%11.3%, 12.2%11.9%, and 8.3%8.8%, respectively, for a weighted average yield on investments of approximately 11.7%11.3% on our total portfolio.  

As of December 31, 2016,September 30, 2021, the weighted average yields, based upon the cost of our portfolio, on trade finance participations, term loan participations, and senior secured term loans, and other investments were 11.1%10.6%, 14.9%12.3%, 11.6%, and 12.3%8.8%, respectively, for a weighted average yield on investments of approximately 12.3%11.7% on our total portfolio.

37


As of September 30, 2022, we had the following investments, listed by description of the underlying borrower (if applicable):

 

Description

 

Sector

 

Industry Classification

 

Country

 

Interest

 

 

Maturity (1)

 

Principal

Amount

 

 

Fair Value

 

Sugar Producer

 

Sugarcane and Sugar Beets

 

Sustainable Agriculture & Agroprocessing

 

Brazil

 

12.43%

 

 

12/15/2020

(2)

$

2,851,296

 

 

$

555,673

 

LED Lighting Service Provider

 

Electric Services

 

Technological Innovation

 

Chile

 

11.00%

 

 

6/6/2021

(2)

 

1,456,162

 

 

 

1,245,868

 

Sustainable Packaging Manufacturer

 

Corrugated and solid fiber boxes

 

Recycling

 

Ecuador

 

9.44% Cash/2.20% PIK

 

 

6/18/2025

 

 

11,102,781

 

 

 

11,102,781

 

Resource Trader

 

Coal and Other Minerals and Ores

 

Responsible Natural Resources Distribution

 

Hong Kong

 

11.50% PIK

 

 

6/30/2023

 

 

22,219,565

 

 

 

17,791,170

 

Wholesale Distributor

 

Chemicals and Allied Products

 

Responsible Industrial Goods Distribution

 

Malaysia

 

12.00%

 

 

6/30/2023

 

 

18,484,703

 

 

 

16,744,391

 

Waste to Fuels Processor

 

Refuse Systems

 

Recycling

 

Mexico

 

15.50% PIK

 

 

1/27/2023

(3)

 

37,361,095

 

 

 

38,459,771

 

Cocoa Processor

 

Chocolate and Cocoa Products

 

Sustainable Agriculture & Agroprocessing

 

Indonesia

 

13.00%

 

 

3/4/2024

 

 

10,000,000

 

 

 

10,000,000

 

Cocoa Processor

 

Chocolate and Cocoa Products

 

Sustainable Agriculture & Agroprocessing

 

Indonesia

 

11.00%

 

 

5/26/2023

 

 

5,000,000

 

 

 

5,000,000

 

Diaper Manufacturer II

 

Sanitary Paper Products

 

Responsible Consumer Goods Production

 

Peru

 

8.0% Cash/3.0% PIK

 

 

12/31/2024

 

 

4,990,692

 

 

 

4,990,692

 

SME Financier

 

Short-Term Business Credit

 

Inclusive Finance

 

Botswana

 

10.38%

 

 

8/18/2023

 

 

4,740,000

 

 

 

4,740,000

 

IT Service Provider

 

Computer Related Services, NEC

 

Access to Technology

 

Brazil

 

10.75% Cash/3.25% PIK

 

 

11/23/2023

 

 

18,944,790

 

 

 

19,246,894

 

Ship Maintenance & Repair Service Provider

 

Boatbuilding and Repairing

 

Infrastructure Development

 

Brazil

 

8.00% Cash/10.0% PIK

 

 

12/7/2023

 

 

7,006,741

 

 

 

6,985,352

 

Hospitality Service Provider

 

Hotels and Motels

 

Infrastructure Development

 

Cabo Verde

 

10.0% Cash/3.5% PIK

 

 

12/31/2024

(2)

 

17,987,949

 

 

 

17,101,321

 

Consumer Lender II

 

Personal Credit Institutions

 

Inclusive Finance

 

Colombia

 

11.90%

 

 

9/1/2025

 

 

2,121,530

 

 

 

2,121,530

 

Tank Farm Operator

 

Petroleum and Petroleum Products

 

Responsible Fuel Storage

 

Ghana

 

12.00%

 

 

2/10/2023

 

 

4,588,390

 

 

 

4,588,390

 

Mobile Network Operator

 

Telephone Communications

 

Access to Technology

 

Jersey

 

13.00%

 

 

9/30/2026

 

 

13,750,000

 

 

 

13,750,000

 

Freight and Cargo Transporter

 

Freight Transportation Arrangement

 

Responsible Logistics Management

 

Kenya

 

10.29% Cash/4.00% PIK

 

 

3/31/2023

(2)

 

15,062,231

 

 

 

13,072,206

 

Property Developer

 

Land Subdividers and Developers

 

Infrastructure Development

 

Namibia

 

8.50% Cash/4.0% PIK

 

 

8/15/2021

(2)

 

18,717,631

 

 

 

14,222,622

 

Wheel Manufacturer

 

Motor Vehicle Parts and Accessories

 

Responsible Consumer Goods Production

 

Netherlands

 

8.00%

 

 

2/7/2023

 

 

8,275,000

 

 

 

9,779,546

 

Marine Logistics Provider

 

Towing and Tugboat Service

 

Responsible Logistics Management

 

Nigeria

 

3.00%

 

 

11/30/2021

(2)

 

16,443,585

 

 

 

7,476,711

 

Frozen Bakery Products Manufacturer

 

Retail Bakeries

 

Responsible Consumer Goods Production

 

Romania

 

7.0% Cash/7.0% PIK

 

 

5/20/2024

 

 

4,112,447

 

 

 

4,127,441

 

Grain Processor G

 

Corn

 

Sustainable Agriculture & Agroprocessing

 

Uganda

 

12.80% PIK

 

 

7/8/2024

 

 

568,179

 

 

 

568,179

 

Grain Processor F

 

Corn

 

Sustainable Agriculture & Agroprocessing

 

Uganda

 

3.50% Cash/8.00% PIK

 

 

6/30/2025

 

 

12,100,913

 

 

 

11,071,375

 

Agriculture Distributor

 

Soybeans

 

Sustainable Agriculture & Agroprocessing

 

Argentina

 

10.45%

 

 

6/30/2018

(2)

 

12,500,000

 

 

 

5,592,112

 

Dairy Co-Operative

 

Dairy Farms

 

Sustainable Dairy Production

 

Argentina

 

10.67%

 

 

7/29/2019

(2)

 

5,802,296

 

 

 

4,393,274

 

Beef Exporter

 

Beef Cattle, Except Feedlots

 

Sustainable Agriculture & Agroprocessing

 

Argentina

 

11.50%

 

 

8/31/2017

(2)

 

9,000,000

 

 

 

6,361,679

 

Cotton Producer

 

Cotton Ginning

 

Sustainable Agriculture & Agroprocessing

 

Argentina

 

9.00%

 

 

8/31/2017

(2)

 

6,000,000

 

 

 

3,398,558

 

Cocoa & Coffee Exporter

 

Chocolate and Cocoa Products

 

Sustainable Agriculture & Agroprocessing

 

Cameroon

 

9.50%, 6.0%

 

 

6/30/2023

(2)

 

16,035,023

 

 

 

15,314,592

 

Non-Ferrous Metal Trader

 

Coal and Other Minerals and Ores

 

Responsible Metals Distribution

 

Singapore

 

13.50% PIK

 

 

8/17/2025

(2)

 

20,907,297

 

 

 

18,643,927

 

Mobile Phone Distributor

 

Telephone and Telegraph Apparatus

 

Access to Technology

 

Hong Kong

 

14.0%, 12.0%

 

 

5/31/2020

(2)

 

9,072,469

 

 

 

1,685,937

 

Scrap Metal Recycler

 

Secondary Nonferrous Metals

 

Recycling

 

Morocco

 

N/A

 

 

7/31/2018

(2)

 

1,433,058

 

 

 

628,862

 

Cocoa Trader III

 

Farm Products

 

Sustainable Agriculture & Agroprocessing

 

Nigeria

 

8.50%

 

 

12/31/2022

 

 

664,101

 

 

 

664,101

 

Cocoa Trader II

 

Farm Products

 

Sustainable Agriculture & Agroprocessing

 

Nigeria

 

8.50%

 

 

12/31/2022

 

 

820,482

 

 

 

820,482

 

Fruit & Nut Distributor

 

Salted and Roasted Nuts and Seeds

 

Sustainable Agriculture & Agroprocessing

 

South Africa

 

17.50%

 

 

5/22/2015

(2)

 

785,806

 

 

 

83,298

 

Pharmaceuticals Distributor

 

Drugs, Proprietaries, and Sundries

 

Access to Healthcare and Pharmaceuticals

 

United Arab Emirates

 

14.60%

 

 

6/30/2018

(2)

 

648,430

 

 

 

648,430

 

Receivable from IIG TOF B.V.

 

Miscellaneous Business Credit

 

Other

 

N/A

 

8.75%

 

 

N/A

(2)

 

6,000,000

 

 

 

3,758,063

 

Total Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

296,735,228

 

1

Trade finance borrowers may be granted flexibility with respect to repayment relative to the stated maturity date to accommodate specific contracts and/or business cycle characteristics. This flexibility in each case is agreed upon between the Company and the sub-advisor and between the sub-advisor and the borrower.

2

See Watch List Investments section below for further information.

3

This investment consists of a senior secured term loan and equity warrants in the borrower.


As of September 30, 2022, the composition our investments based on the Company created industry classification was as follows:

Industry Classification

 

Value

 

 

of Total

 

Access to Healthcare and Pharmaceuticals

 

$

648,430

 

 

 

0.20

%

Access to Technology

 

 

34,682,831

 

 

 

11.70

%

Inclusive Finance

 

 

6,861,530

 

 

 

2.30

%

Infrastructure Development

 

 

38,309,295

 

 

 

12.90

%

Recycling

 

 

50,191,414

 

 

 

16.90

%

Responsible Consumer Goods Production

 

 

18,897,679

 

 

 

6.40

%

Responsible Fuel Storage

 

 

4,588,390

 

 

 

1.50

%

Responsible Industrial Goods Distribution

 

 

16,744,391

 

 

 

5.60

%

Responsible Logistics Management

 

 

20,548,917

 

 

 

6.90

%

Responsible Metals Distribution

 

 

18,643,927

 

 

 

6.30

%

Responsible Natural Resources Distribution

 

 

17,791,170

 

 

 

6.00

%

Sustainable Agriculture & Agroprocessing

 

 

59,430,049

 

 

 

20.00

%

Sustainable Dairy Production

 

 

4,393,274

 

 

 

1.50

%

Technological Innovation

 

 

1,245,868

 

 

 

0.40

%

Other

 

 

3,758,063

 

 

 

1.40

%

Total

 

$

296,735,228

 

 

 

100.00

%

 

Concentration Limits

As previously disclosed, theThe Company is subject to the following concentration limits:

Maximum 45% regional exposure

Maximum 20% country exposure

Maximum 5% individual investment exposure

We may only make investments that do not cause us to exceed these limits upon terminationon the date of investment.  These limits are calculated as a percentage of the Offering onceaggregate of all outstanding principal balances on our investments and our cash balances on the proceeds are fully invested:

Maximum 45% regional exposure

Maximum 20% country exposure

Maximum 5% individual investment exposure

date of investment.  As of September 30, 2017, the proceeds were fully invested and2022, the Company was in compliance with all of the above concentration limits.

Short TermWatch List Investments

 

Short term note investments are defined by the Company as investments that generally meet the standard underwriting guidelines for trade finance and term loan transactions and that also have the following characteristics: (1) maturity of less than one year, (2) loansPlease see “Notes to borrowers to whom, at the time of funding, the Company does not expect to re-lend. Impact data is not tracked for short term investments.

Prodesa

As of September 30, 2017, the Company’s investment in Corporacion Prodesa S.R.L. (“Prodesa”) is comprised of two senior secured term loan participations with an aggregate balance of $3,330,000 and $1,750,000 due under a senior secured purchase order revolving credit facility.  The Company has been working with Prodesa to re-align its operations since 2015, starting with a senior secured purchase order revolving credit facility.  The purchase order facility is secured by specific purchase orders from customers of Prodesa, as well as pledges of additional unencumbered assets and all shares of Prodesa. A number of draws and repayments have occurred under this facility. For example, during the year ended December 31, 2016, the Company funded seven additional draws under the purchase order facility for an aggregate of $1,750,000.

On January 31, 2017, the Company entered into a series of loan amendments with Prodesa. First, the $2,000,000 term loan facility with an original maturity date of July 15, 2016 was amended to increase the commitment to $3,540,000 to finance the acquisition of additional machinery and equipment and refinance existing property. As part of the amendment, the loan facility also extended the maturity date to July 28, 2021, and amended the interest rate on the $3,540,000 loan to 12.00% per annum, reflecting the increased and improved collateral supporting the loan facility. Separately, the Company simultaneously entered into amendments for the $750,000 inventory loan facility and the $1,750,000 purchase order facility to extend those facilities to mature concurrently with the amended term loan facility above, as each facility is cross-defaulted and cross-collateralized.  The $750,000 inventory loan, with an original maturity date February 15, 2015 and previously extended to December 22, 2016, now matures on July 28, 2021. The $1,750,000 purchase order facility, with an original maximum term of December 31, 2020, now matures on July 28, 2021.

The Company has estimated the fair value of the Prodesa loans as of September 30, 2017 at $5,080,000 based on the income valuation approach as further described inConsolidated Financial Statements - Note 4 to the financial statements.  

Usivale  

In May 2015, one of the Company’s borrowers, Usivale Industria E Commercio (“Usivale”), with an aggregate principal balance of $3,000,000, notified the Company that it would be unable to make its monthly interest payment for May 2015 and requested the deferment of interest payments until October 2015. Usivale is a sugar producer located in Brazil that has been in business since 1958.  Usivale’s business is highly cyclical and it generates the majority of its revenues during the first and fourth quarters of any calendar year.  In accordance with the terms of the loans, the Company originally increased the annual interest rate charged Usivale from 12.43% to 17.43%.  On August 27, 2015, Usivale filed for judicial recuperation or recovery (the “Filing”) with the local court in Brazil.  The Filing was led by the ongoing pricing pressure within the sugar market, leading up to the material drop in the month of August, when prices reached a seven year low. The Filing provided for a 180 day “standstill” period relative to any claim for payment by Usivale’s creditors. During this period, Usivale was permitted to operate as usual, but was required to develop and present a recovery plan to its creditors to allow it to emerge from judicial recovery. Usivale submitted an initial plan to the judicial court for review at the end of November 2015, which was published by the court on January 19, 2016. Creditors had 30 days to review and either approve or reject the plan. As the only secured creditor within the greater credit group, the Company’s acceptance of any plan was required.  The Company placed Usivale on non-accrual status effective August 27, 2015, the date of the judicial recovery filing.

33


On February 17, 2016, the Company filed a rejection of the plan presented by Usivale. In accordance with the judicial recovery process, a general assembly of Usivale’s creditors was held on June 14, 2016 and an agreed upon restructure plan was submitted to the court and subsequently approved by the court on October 7, 2016. Under the restructure plan, interest on the principal started accruing effective July 1, 2016 at an annual rate of 12.43% and Usivale is required to make annual principal payments starting in the fourth quarter of 2016. On November 10, 2016, the Company received payments of principal and interest of $316,777 and $144,390, respectively.  The Company recorded the $144,390 payment as interest income and started accruing interest on the unpaid principal effective November 10, 2016. As of September 30, 2017, the principal balance of the Usivale loans amounted to $2,851,296 and the Company has estimated the fair value of the Usivale loans at $2,851,296, which is based on a discounted cash flow analysis (income approach). Due to the ongoing volatility, the Company continues to closely monitor sugar prices and the associated impact on Usivale.

Fruit and Nut Distributor

The Company has a trade finance participation with a fruit and nut distributor (the “Distributor”) located in South Africa, with a total balance outstanding of $785,806 of as September 30, 2017. The Distributor’s trade finance participation has a stated maturity date of May 22, 2015, which the Company agreed to extend. The Distributor had made partial payments of principal during 2015 and 2016 (the original loan from the Company to the Distributor was for $1,250,000), with the most recent payment being made in January 2017. Through the latter part of 2015, the depreciation in the South African Rand had proven to be problematic for the Distributor given that it has to purchase its inventory in U.S. Dollars and then sells in South African Rand. This situation has led the Distributor to experience some cash flow difficulties and operating losses. As of September 30, 2017, the Company, together with its sub-advisor, had agreed to extend further the principal maturity date to facilitate the strategic sale of the Distributor, which closed in June 2016.  The interest rate has been fixed at 10%, with quarterly payments against the facility due based upon 50% percent of the Distributor’s quarterly profits.  As a result of the sale, one of the Company’s sub-advisors now owns 50% of the Distributor. Accordingly, the Company placed this participation on non-accrual status effective February 1, 2016 and interest not recorded relative to the original terms of this participation amounted to approximately $34,800 and $69,300, respectively, for the three and nine months ended September 30, 2017. The Company anticipates the Distributor will make additional payments in late Q4 2017 or early 2018 following seasonal sales of some of the Distributors newly released higher end products. Based on the information available to the Company and according to its valuation policies, the Company had estimated the fair value of its investment in the Distributor to be $726,729 as of September 30, 2017.

Farm Supplies Distributor

The Company had several trade finance participations in a facility to a farm supplies distributor, Neria Investment Ltd. (“Neria”), located in Zambia with an aggregate principal balance of $5,078,526 and net accrued interest of $550,370 as of June 30, 2017. The Company placed this participation on non-accrual status effective July 1, 2016. In addition, during the year ended December 31, 2016, the Company reversed $550,370 of interest income that had been previously accrued. On December 1, 2016, the Company’s sub-advisor declared an event of default and filed a claim against the credit insurance policy. The insurer had 180 days from time of filing (June 1, 2017) to conclude its initial review, acceptance of the claim and waiting period. Following expiration of the waiting period, a formal demand letter was sent to the Zambian government. During the quarter ended September 30, 2017, the Company received a payment from Neria of $6,981,578 which was comprised of the entire principal balance of $5,078,526 and interest of $1,903,052.  Accordingly the Company recorded additional interest income of $1,352,682 during the three months ended September 30, 2017.

Sesame Seed Exporter

The Company has a trade finance participation with a Sesame Seed Exporter (the “Exporter”) located in Guatemala, with a principal balance outstanding of $907,565 and accrued interest of $55,746 as of September 30, 2017. The participation has a maturity date of March 31, 2016 and is secured by inventory. During 2016, the Exporter lost a major customer, which resulted in a slowdown in business, affecting its ability to repay the amount due under the participation.  However, the Exporter has been able to secure new customers to replace the lost order(s), which should enable the Exporter to make payments to the Company.  However, the Exporter had a shipment rejected and returned, which now is in the repurposing process and as a result, the Exporter has been unable to make payments since February 2017. The Exporter has made three principal payments totaling $92,435 during October and November 2016, an interest payment of $90,402 in February 2017, an interest payment of $8,388 in July 2017 and an interest payment of $23,014 in October 2017.  Additional interest payments are expected in mid-November and before year end, such that the Exporter will be current with all interest payments. The Company has determined that there are sufficient cash flows to support the repayment of this participation and has determined, in accordance with its valuation policy, that the fair value of this investment should remain at $907,565 as of September 30, 2017. The Company has, however, placed this position on non-accrual as of July 1, 2017.3. Investments - Watch List Investments.”

 

34


Results of Operations

Consolidated operating results for the three and nine months ended September 30, 20172022 and 20162021 are as follows:

 

 

Three months ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2017

 

 

 

 

September 30, 2016

 

 

September 30, 2017

 

 

September 30, 2016

 

 

September 30, 2022

 

 

September 30, 2021

 

 

September 30, 2022

 

 

September 30, 2021

 

 

Investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

9,659,965

 

 

 

$

6,356,418

 

 

$

23,039,392

 

 

$

14,322,752

 

 

$

8,786,055

 

 

$

9,069,603

 

 

$

26,631,208

 

 

$

27,684,145

 

 

Interest from cash

 

 

82,008

 

 

 

 

58,767

 

 

 

331,827

 

 

 

215,016

 

 

 

 

 

 

3,703

 

 

 

3,481

 

 

 

41,002

 

 

Total investment income

 

 

9,741,973

 

 

 

 

6,415,185

 

 

 

23,371,219

 

 

 

14,537,768

 

 

 

8,786,055

 

 

 

9,073,306

 

 

 

26,634,689

 

 

 

27,725,147

 

 

Management fees

 

 

1,658,314

 

 

 

 

1,122,904

 

 

 

4,721,832

 

 

 

2,913,146

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management fees

 

 

1,641,882

 

 

 

1,758,565

 

 

 

4,987,817

 

 

 

5,337,777

 

 

Incentive fees

 

 

1,447,154

 

 

 

971,204

 

 

 

3,276,012

 

 

 

2,367,279

 

 

 

995,962

 

 

 

1,049,785

 

 

 

3,151,543

 

 

 

3,178,782

 

 

Professional fees

 

 

254,790

 

 

 

150,309

 

 

 

923,991

 

 

 

692,004

 

 

 

819,457

 

 

 

601,923

 

 

 

2,345,583

 

 

 

1,923,730

 

 

General and administrative expenses

 

 

323,273

 

 

 

239,075

 

 

 

989,505

 

 

 

677,190

 

 

 

340,189

 

 

 

362,157

 

 

 

901,573

 

 

 

1,040,902

 

 

Interest expense

 

 

215,449

 

 

 

-

 

 

 

256,540

 

 

 

-

 

 

 

 

 

 

48,319

 

 

 

11,169

 

 

 

143,381

 

 

Board of managers fees

 

 

54,375

 

 

 

 

46,875

 

 

 

163,125

 

 

 

140,625

 

 

 

64,375

 

 

 

64,375

 

 

 

193,125

 

 

 

193,125

 

 

Total expenses

 

 

3,953,355

 

 

 

 

2,530,367

 

 

 

10,331,005

 

 

 

6,790,244

 

 

 

3,861,865

 

 

 

3,885,124

 

 

 

11,590,810

 

 

 

11,817,697

 

 

Expense support payment from Sponsor

 

 

(872,653

)

 

 

 

 

(622,347

)

 

 

(3,831,414

)

 

 

(3,740,015

)

Net expenses

 

 

3,080,702

 

 

 

 

1,908,020

 

 

 

6,499,591

 

 

 

3,050,229

 

Net investment income

 

$

6,661,271

 

 

 

$

4,507,165

 

 

$

16,871,628

 

 

$

11,487,539

 

 

$

4,924,190

 

 

$

5,188,182

 

 

$

15,043,879

 

 

$

15,907,450

 

 


Revenues

Three months ended September 30, 20172022 and 20162021

For the three months ended September 30, 20172022 and 2016,2021, total investment income amounted to $9,741,973$8,786,055 and $6,415,185,$9,073,306, respectively. Interest income increaseddecreased approximately by $3,303,547$287,000 during the three months ended September 30, 2017 from2022 compared to the same period in 20162021 as a result of an increasethe change in our weightedthe average size of the investment portfolio from the second quarter of 2022 to the third quarter of 2022, which decreased by approximately $101,259,000 offset$1.9 million. The average size of the investment portfolio increased by aapproximately $78,000 from the second quarter of 2021 to the third quarter of 2021. The decrease in the weighted average yieldsize of approximately 0.5% from a weighted average yieldour portfolio during the third quarter of 14.2% for the three months ended September 30, 2016 to approximately 13.7% for the three months ended September 30, 2017. The decrease in yield2022 was primarily due to a change in the mix of our investment portfolio.repayments that were not redeployed.

During the three months ended September 30, 2017, $7,398,3102022, $4,444,079 or 76.6%50.6% of the interest income was earned came from loan and trade finance participations and $2,260,570$4,341,975 or 23.4% came49.4% from direct loans. In addition, we earned $82,008 in interest income on our cash balances.  

During the three months ended September 30, 2016, $3,817,4302021, $5,437,026 or 60.1%59.9% of the interest income was earned came from loan and trade finance participations and $2,538,990$3,632,577 or 39.9% came40.1% from direct loans. In addition, wethe Company earned $58,767$3,703 in interest income on our cash balances.

Nine months ended September 30, 20172022 and 20162021

For the nine months ended September 30, 20172022 and 2016,2021, total investment income amounted to $23,371,219$26,634,689 and $14,537,768,$27,725,147, respectively. Interest income increaseddecreased approximately by $8,716,640$1,090,000 during the nine months ended September 30, 2017 from2022 compared to the same period in 20162021 as a result of an increase in our weighted average investment portfolio of approximately $99,565,000 offset by a decreasethe change in the weighted average yieldsize of approximately 0.7% from a weighted average yield of 13.5%the investment portfolio for the nine months ended September 30, 2016 to2022, which decreased by approximately 12.8%$909,000. The average size of the investment portfolio increased by approximately $2,165,000 for the nine months ended September 30, 2017.2021. The decrease in yieldthe average size of our portfolio during the first three quarters of 2022 was primarily due to a change in the mix of our investment portfolio.repayments that were not redeployed.

During the nine months ended September 30, 2017, $18,549,1032022, $14,393,302 or 80.5%54.0% of the interest income was earned came from loan and trade finance participations and $4,489,204$12,237,905 or 19.5% came46.0% from direct loans. In addition, we earned $331,827 in interest income on our cash balances.

During the nine months ended September 30, 2016, $10,497,3702021, $17,044,552 or 73.3%61.6% of the interest income was earned came from loan and trade finance participations and $3,825,383$10,639,594 or 26.7% came38.4% from direct loans. In addition, we earned $215,016$41,002 in interest income on our cash balances.

 

Expenses

35


Expenses

Three months ended September 30, 20172022 and 20162021

Total operating expenses, excluding the asset management and incentive fees, incurred for the three months ended September 30, 20172022 increased by $411,628$147,247 to $847,887$1,224,021 from $436,259$1,076,774 for the three months ended September 30, 2016.  The2021 as a result of an increase in the professional fees of approximately $215,000 which was primarily due to more fees incurred for audit, legal and valuation services in connection with the following: 1) an increase in interest expensevaluation of $215,449,our portfolio and our ongoing efforts to recover amounts outstanding with respect to investments for which IIG was attributable to the addition of leverage, 2) an increase in general and administrative expenses of $84,198, which was attributable to increases in a number of expenses,sub-advisor during the largest being a $38,853 increase in travel expenses, $25,765 increase in expenses reimbursements to our sub-advisors, and $15,043 increase in fund accounting; and 3) an increase in professional fees of $104,481.three months ended September 30, 2022.

For the three months ended September 30, 20172022 and 2016,2021, the asset management fees amounted to $1,658,314$1,641,882 and $1,122,904,$1,758,565, respectively. The incentive fees for the three months ended September 30, 20172022 and 20162021 amounted to $1,447,154$995,962 and $971,204,$1,049,785, respectively. For the three months ended September 30, 2017 and 2016, none of the management fee was assumed by our Sponsor under the Responsibility Agreement. For the three months ended September 30, 2017 and 2016, $872,653 and $622,347, respectively, of theThe decrease in incentive fees were assumed byprimarily is due to the Sponsor underdecrease in revenue during the Responsibility Agreement.third quarter of 2022.

Nine months ended September 30, 20172022 and 20162021

Total operating expenses, excluding the asset management and incentive fees, incurred for the nine months ended September 30, 20172022 increased by $823,342$150,312 to $2,333,161$3,451,450 from $1,509,819$3,301,138 for the nine months ended SeptemberJune 30, 2016.2021. The increase was primarilyis mainly due to the following: 1) an increasemore audit fees incurred in interest expense of $256,540, which was attributablerelation to the addition of leverage, 2) an increase in general and administrative expenses of $312,315, which was attributable to increases in a number of expenses, the largest being a $110.953 increase in fees paid to our transfer agent,  $52,060 increase in fund accounting, and $57,649 increase in expenses reimbursements to our sub-advisors; and 3) an increase in professional fees of $231,987. Our Sponsor assumed responsibility for our operating expensesnew audit service contract in the amountsecond and third quarter of $1,129,903 and $995,379 under the Responsibility Agreement for expenses paid or incurred by the Company for the nine months ended September 30, 2017 and 2016, respectively.2022.

For the nine months ended September 30, 20172022 and 2016,2021, the asset management fees amounted to $4,721,832$4,987,817 and $2,913,946,$5,337,777, respectively. The incentive fees for the nine months ended September 30, 20172022 and 20162021 amounted to $3,276,012$3,151,543 and $2,367,279,$3,178,782, respectively. A portion of the management fees, amounting to $726,214 was assumed by our Sponsor under the Responsibility Agreement for the nine months ended September 30, 2016, while none of the management fee was assumed for the nine months ended September 30, 2017.  In addition, for the nine months ended September 30, 2017 and 2016, $2,701,511 and $2,018,422, respectively, of theThe decrease in incentive fees were assumed byis due to the Sponsor underincrease in professional fees during the Responsibility Agreement. first three quarters of 2022 and the decrease in investment income during the third quarter of 2022.


Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments.

We measure net realized gains or losses by the difference between the net proceeds from the repayment or sale of an investment 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 fair market values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. We had no recorded realized gains or losses of for the three and nine months ended September 30, 20172022 but we recorded realized losses of $0 and 2016. We had no unrealized gains or losses$ 909,584 for the three and nine months ended September 30, 2017.2021, respectively. We recorded a $59,077 unrealized losslosses of $1,967,920 and $3,047,884 for the three months ended September 30, 2022 and 2021, respectively. We recorded unrealized losses of $10,866,588 and $11,579,186 for the nine months ended September 30, 2016.

Changes2022 and 2021, respectively. These unrealized losses were primarily driven by macro events, including the uncertainty created by the recent COVID-19 pandemic and the rising input costs caused in Net Assets from Operations. Forpart by the three months ended September 30, 2017conflict between Russian and 2016, we recorded a net increase in net assets resulting from operations, which consisted entirelyUkraine and their impact on the future cash flows generated by our investments as well as the ultimate realization of net investment income, of $6,662,166 and $4,507,165, respectively.

For the nine months ended September 30, 2017 and 2016, we recorded a net increase in net assets resulting from operations, which consisted entirely of net investment income, of $16,872,523 and $11,428,462, respectively.underlying collateral.

Financial Condition, Liquidity and Capital Resources

As of September 30, 2017,2022, we had approximately $10.9$1.2 million in cash. We generateHistorically, we have generated cash primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, and proceeds from sales of our investments and from sales of promissory notes.notes and proceeds from private placements of our units. We may also generate cash in the future from debt financing.

We have experienced decreased liquidity; however, we expect this will be short-lived because the decline in liquidity is primarily the result of the inconsistent cash flows generated from the existing portfolio that has been caused by the current economic uncertainty. The decrease in liquidity has the potential to impact our ability to cover future distributions to our unitholders or meet other Company obligations. In order to address our temporary liquidity needs, on September 1, 2022, we sold $1.25 million of our investment in Africell Holding Limited to an entity whose advisor is under common ownership with our Advisor and, subsequent to September 30, 2022, we sold one of our participation interests to a third party for $5.0 million, with an agreement to repurchase the participation from the buyer in approximately four months (as further discussed in Note 11 to the financial statements). In addition, we anticipate closing a significant leverage facility prior to year-end, and, in the short-term, may pursue additional repurchase or other financial transactions, as needed, in order to supplement cash flows to allow us to maintain normal future operations.

Our primary use of cash will be to make loans, either directly or through participations, payments of our expenses, payments on our notes and any other borrowings, and cash distributions to our unitholders. We expect to maintain cash reserves from time to time for investment opportunities, working capital and distributions. As noted above, the combination of a slower pace of deployment of capital with higher cash balances may further reduce cash flows generated to cover our distributions to our unitholders and/or cause us to further reduce our NAV in future periods. From the beginning of the Company’s operations to date, our Sponsor has absorbed substantially allassumed a significant portion of our operating expenses under the Responsibility Agreement in the amount of approximately $167$16.7 million. The Company may only reimburse the Sponsor for expenses covered underassumed by the Sponsor pursuant to the Responsibility Agreement to the extent the Company’s investment income in any quarter, as

36


reflected on the statement of operations, exceeds the sum of (a) total distributions to unitholders incurred during the quarter and (b) the Fund’sCompany’s expenses as reflected on the statement of operations for the same quarter (the “Reimbursement Hurdle”). To the extent the Company is not successful in satisfying the Reimbursement Hurdle, no amount will be payable in that quarter by the Company for reimbursement to the Sponsor of the Company’s cumulative Company Expenses.operating expenses. The Company hasdid not metmeet the Reimbursement Hurdle for the quarter ended September 30, 2017.2022. Therefore, none of the expenses of the Company covered by the Responsibility Agreement have been recorded as expenses of the Company for the quarter ended September 30, 2022. As of September 30, 2022, there is a remaining aggregate balance of approximately $16.3 million in operating expenses assumed by the Sponsor pursuant to the Responsibility Agreement which have not been recorded by the Company. Thus, such amounts are not yet payablereimbursable by the Company to the Sponsor. Following the end of the primary offering, which terminated on March 31, 2017, the Sponsor can demand the reimbursement of operating expenses covered by the Responsibility Agreement if it does not cause a drop in the net asset value per unit. Such reimbursements to the Sponsor would affect the amount of cash available to the Company to pay distributions and/or make investments.

We may borrow additional funds to make investments. We have not decided to what extent going forward we will finance portfolio investments using debt or the specific form that any such financing would take, but we believe that obtaining financing is necessary for the Companyus to fully achieve its long termour long-term goals. We have been, and still are, actively seeking further financing through both development banks and several commercial banks. Accordingly, we cannot predict with certainty what terms any such financing would have or the costs we would incur in connection with any such arrangement. On October 14, 2016, TriLinc Global Impact Fund Cayman, Ltd. (“TGIFC”), a wholly owned subsidiary of the Company, issued $1.635 million in the first series of four issuances of notes pursuant to an ongoing private offering of senior secured promissory notes targeting $100 million. On February 17, 2017, TGIFC issued an additional $225,000 in the second series of notes under the private offering. As of September 30, 2017, we had raised $1.86 million in the note offering and such debt was outstanding. On July 3, 2017, TGIFC entered into a $10.5 million facility agreement with Micro, Small & Medium Enterprises Bonds S.A. as Lender and Symbiotics SA as Servicer (“Symbiotics Facility”). TGIFC may request an additional $39.5 million under Symbiotics Facility, subject to the conditions precedent set forth in the facility agreement, including availability of funding.  For more information on this facility, please see “Notes to the Consolidated Financial Statements— Note 7. Notes Payable— Symbiotics Facility.” On August 7, 2017, TGIFC issued $5$5.0 million in the first of a Series 1 Senior Secured Promissory Notes private offering to State Street Australia Ltd ACF Christian Super (“Christian Super”). On December 18, 2018, TGIFC issued $5.0 million of Series 2 Senior Secured Promissory Notes to Christian Super. For more information on this note, please see “Notes to the Consolidated Financial Statements— Note 7. Notes Payable—Christian Super Promissory Note.” As of September 30, 2017, we have $17,360,000 debt outstanding with a debt ratio of 5.6%.

Contractual Obligations and Commitments

The Company doesextended and repaid the CS Note in full in January 2022.

Company Strategy

Although the Company has a perpetual duration, it disclosed previously that if the Company did not includeconsummate a contractual obligations table herein as all obligationsliquidity event by August 25, 2021, it would commence an orderly liquidation of its assets unless a majority of the Company are short-term. We have includedboard of managers, including a majority of the following information related to commitmentsindependent managers, determined that liquidation is not in the best interests of the Company’s unitholders. Following the completion of a review process, in May 2021, the board of managers, including all of the independent managers, determined that a

41


liquidation was not in the best interests of the Company’s unitholders and approved the continuation of the Company’s operations through at least August 26, 2022. In August 2022, the board of managers again determined that a liquidation is not in the best interests of the Company. The board of managers and management believe that it is in the best interests of the Company to further assist investors in understanding the Company’s outstanding commitments.

We have entered into certain contracts under which we have material future commitments. Our Advisory Agreement between uscontinue its operations and the Advisor, dated as of February 25, 2014, had previously been renewed and is subject to an unlimited number of one-year renewals upon mutual consent of the Company and the Advisor. On February 23, 2017, our board of managers approved an interim extension of our Advisory Agreement until March 3, 2017.  On March 3, 2017, our board of managers determined to extend our Advisory Agreement, effective March 3, 2017, through February 25, 2018. The Advisor will serve as our advisor in accordance with the terms of our Advisory Agreement. Payments under our Advisory Agreement in each reporting period will consist of (i) an asset management fee equal to a percentage of the value of our gross assets, as defined in the agreement, and (ii) the reimbursement of certain expenses. Certain subordinated fees based on our performance are payable after our subordination is met.

If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Advisory Agreement.

Off-Balance Sheet Arrangements

Other than contractual commitmentspursue leverage and other legal contingencies incurred in the normal course of our business, we do not expectalternatives to have any off-balance sheet financings or liabilities. The Company reimburses organizationstabilize its portfolio and offering expenses to the Sponsor to the extent that the aggregate of selling commissions, dealer manager fees and other organization and offering costs do not exceed 15.0 % of the gross offering proceeds raised from the offering. As of September 30, 2017, there was no amount that would be due to be reimbursed to the Sponsor.NAV through December 31, 2023. 

Pursuant to the terms of the Responsibility Agreement between the Company, the Advisor and the Sponsor, the Sponsor has paid expenses on behalf of the Company through September 30, 2017 and will pay additional accrued operating expenses of the Company, which may not be reimbursable to the Sponsor if the Company does not satisfy the Reimbursement Hurdle. Such expenses will be expensed and payable by the Company in the period they become reimbursable and are estimated to be approximately $16.7 million through September 30, 2017.

37


Distributions

We have paid distributions commencing with the month beginning July 1, 2013, and we intend to continue to pay distributions on a monthly basis. From time to time, we may also pay interim distributions at the discretion of our board. Distributions are subject to the board of managers’ discretion and applicable legal restrictions and accordingly, there can be no assurance that we will make distributions at a specific rate or at all. Distributions are made on all classes of our units at the same time. The cash distributions received by our unitholders with respect to the Class C units, Class W units and certain Class I units, are and will continue to be lower than the cash distributions with respect to Class A and certain other Class I units because of the distribution fee relating to Class C units, the ongoing dealer manager fee relating to Class W units and Class I units issued pursuant to a private placement and the ongoing service fee relating to the Class W units, which are expenses specific to those classes of units. Amounts distributed to each class are allocated among the unitholders in such class in proportion to their units. Distributions are paid in cash or reinvested in units, for those unitholders participating in the DRP. For the threenine months ended September 30, 2017,2022, we paid a total of $18,667,033$17,731,627 in distributions, comprised of $10,345,239$12,488,127 paid in cash and $8,321,794$5,243,500 reinvested under our DRP.

The following table summarizes our distributions declared since we commenced operations on June 11, 2013, including the breakout between the distributions paid in cash and those reinvested pursuant to our DRP:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sources

 

Quarters ended

 

Amount per Unit

 

 

Cash Distributions

 

 

Distributions Reinvested

 

 

Total Declared

 

 

Cash Flows from Operating Activities

 

 

Cash Flows from Financing Activities (1)

 

March 31, 2017

 

$

0.17377

 

 

$

3,060,697

 

 

$

2,505,036

 

 

$

5,565,733

 

 

$

3,060,697

 

 

$

 

June 30, 2017

 

$

0.17570

 

 

 

3,563,882

 

 

 

2,877,370

 

 

 

6,441,252

 

 

 

3,563,882

 

 

 

 

September 30, 2017

 

$

0.17570

 

 

 

3,720,660

 

 

 

2,939,388

 

 

 

6,660,048

 

 

 

3,720,660

 

 

 

 

Total for 2017

 

 

 

 

 

$

10,345,239

 

 

$

8,321,794

 

 

$

18,667,033

 

 

$

10,345,239

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2016

 

$

0.17570

 

 

$

1,857,749

 

 

$

1,331,325

 

 

$

3,189,074

 

 

$

1,857,749

 

 

$

 

June 30, 2016

 

$

0.17570

 

 

 

2,102,173

 

 

 

1,622,213

 

 

 

3,724,386

 

 

 

2,102,173

 

 

 

 

September 30, 2016

 

$

0.17764

 

 

 

2,515,274

 

 

 

1,983,370

 

 

 

4,498,644

 

 

 

2,515,274

 

 

 

 

December 31, 2016

 

$

0.17764

 

 

 

2,782,973

 

 

 

2,275,594

 

 

 

5,058,567

 

 

 

2,782,973

 

 

 

 

Total for 2016

 

 

 

 

 

$

9,258,169

 

 

$

7,212,502

 

 

$

16,470,671

 

 

$

9,258,169

 

 

$

 

Related Party Transactions

For the nine months ended September 30, 20172022 and 2016,2021, the Sponsor assumed responsibility for $3,831,414Advisor earned $4,987,817, and $3,740,015 of the Company’s operating expenses,$5,337,777, respectively, in asset management fees and incentive fees, which are deferred under the Responsibility Agreement.

For the nine months ended September 30, 2017$3,151,543 and 2016, the Advisor earned $4,721,832 and $2,913,146, respectively, in management fees and $3,276,012 and $2,367,279,$3,178,782, respectively, in incentive fees.

Since theFrom our inception of the Company through September 30, 2017, pursuant to the terms of the Responsibility Agreement, the Sponsor has paid approximately $12,347,400$12,421,000 of operating expenses, asset management fees, and incentive fees on our behalf of the Company and will pay or reimburse to the Companyus an additional $4,313,400$4,240,231 of expenses, which have been accrued by the Sponsorwe had paid as of September 30, 2017. Such expenses, in the aggregate of $16,660,800approximately $16,274,000 since the Company’s inception, may be expensed and payable by the Company to the Sponsor only if the Company satisfies the Reimbursement Hurdle. The Company did not meet the Reimbursement Hurdle for the quarter ended September 30, 2022. Therefore, none of the expenses of the Company covered by the Responsibility Agreement have been recorded as expenses of the Company for the quarter ended September 30, 2022.

As of September 30, 20172022 and December 31, 2016,2021, due from affiliates on the Consolidated StatementStatements of Assets and Liabilities in the amountsamount of $4,063,517$4,240,231 and $3,175,656,$4,240,231, respectively was due from the Sponsor in connection withpursuant to the Responsibility Agreement for operating expenses which were paid by the Company, but, under the terms of the Responsibility Agreement, are the responsibility of the Sponsor. The Sponsor anticipates paying this receivable in the due course of business.

As September 30, 2017 and December 31, 2016, due to affiliates on the Consolidated Statement of Assets and Liabilities in the amounts of $0 and $68,312, respectively, was due to the Sponsor for reimbursements of offering costs.

For the nine months ended September 30, 20172022 and 2016,2021, we paid SC Distributors, formally known as StratCap Securities, the Company paid $639,088dealer manager for certain of our offerings, approximately $299,000 and $1,545,731,$327,000, respectively in ongoing distributions fees, dealer manager fees and $2,469,610 and $5,117,824, respectively,service fees.

On September 1, 2022, the Company sold $1.25 million of its investment in selling commissionsAfricell Holding Limited to an entity whose advisor is under common ownership with the Company’s dealer manager, SC Distributors, LLC. All ofAdvisor. The transaction was recorded at par with no realized gain or loss. The Company engaged an independent valuation firm to validate the selling commissions in the amount of $3,000 and the dealer manager fees in the amount of $4,500 paid during the three months ended September 30, 2017 were paid in connection with a private placement of the Company’s units. These fees and

38


commissions were paid in connection with the sales of the Company’s units to investors and, as such, were recorded against the proceeds from the issuance of units and are not reflected in the Company’s consolidated statement of operations.transaction price.

Legal Proceedings

TheAs of September 30, 2022, the Company iswas not a party to any material legal proceedings.

Subsequent Events

 Distributions

On October 10, 2017, with the authorization of the Company’s board of managers, the Company declared distributions for Class A, Class C, Class I, Class Y, and Class W units for the period from October 1 through October 31, 2017. These distributions were calculated based on unitholders of record for each day in an amount equal to $0.00197808 per unit per day (less the distribution fee with respect to Class C units, an ongoing dealer manager fee with respect to certain Class I units and Class W units and an ongoing service fee with respect to Class W units). On November 1, 2017, $1,257,414 of these distributions were paid in cash and on October 31, 2017, $990,942 were reinvested in units for those unitholders participating in the DRP.

On November 10, 2017, with the authorization of the Company’s board of managers, the Company declared distributions for Class A, Class C, Class I, Class Y, and Class W units for the period from November 1 through November 30, 2017. These distributions will be calculated based on unitholders of record for each day in an amount equal to $0.00197808 per unit per day (less the distribution fee with respect to Class C units, an ongoing dealer manager fee with respect to certain Class I units and Class W units and an ongoing service fee with respect to Class W units). These distributions will be paid in cash or reinvested in units, for those unitholders participating in the DRP on or about December 1, 2017.

Investments

Subsequent to September 30, 2017 through November 10, 2017, the Company funded approximately $19.1 million in new trade finance participations and received proceeds from repayment of trade finance participations of approximately $16.2 million.

Operating Expense Responsibility Agreement

On November 10, 2017, the Company entered into an Amended and Restated Operating Expenses Responsibility Agreement with the Company’s Sponsor and Advisor. Pursuant to the terms of this agreement, the Sponsor agreed to be responsible for the Company’s cumulative operating expenses incurred through September 30, 2017, including management and incentive fees earned by the Advisor during the quarter ended September 30, 2017. For additional information refer to Notes 2 and 5.

Mac Z Group SARL

The Company has a $9,000,000 trade finance position with Mac Z Group SARL (“Mac Z”), a scrap metal recycler in Morocco. As of September 30, 3017, the outstanding balance on this position is $7,349,626. The primary collateral securing this position is 1,970 tons of copper scrap. In late October, the designated Collateral Manager for Mac Z Group SARL (“Mac Z”) notified the sub-advisor of an investigation into a 1,820 ton, approximately $13.3 million shortage of copper scrap inventory physically held in the warehouse. The copper scrap is pledged to the Company and servesproceedings other than as the primary collateral for this position. In addition to conducting its investigation, the sub-advisor has issued an Event of Default and is taking steps to enforce the Corporate Guarantee, Personal Guarantee and relevant pledges, which include two insurance policies. The sub-advisor has placed a blocking notice on all of the borrower’s bank accounts and has requested a freeze order from the Moroccan local courts on the physical assets of the company. Mac Z has an estimated $12 million in Zinc Ore inventory, which may serve as secondary collateral for this position. The Company is working with the sub-advisor and is investigating the issue. Based on the results of the initial investigation, the Company believes there is sufficient collateral available to cover both the outstanding principal balance and the accrued interest. The Company is placing the position on non-accrual effective October 1, 2017 and believes no adjustment to fair value is necessary.

Second Symbiotics Facility Agreement

On November 2, 2017, TGIFC entered into a second Facility Agreement to receive an additional $9.75 million in the second tranche of financing with MSMEB as Lender and Symbiotics SA as Servicer pursuant to the Symbiotics facility. After receiving this second tranche, TGIFS has $20.25 million total outstanding under Symbiotics facility and may request an additional $20 million, subject to the conditions precedent set forth in the second Facility Agreement, including availability of funding. For more information about the Symbiotics facility, please see “Notes“Notes to the Consolidated Financial Statements—Note 7. Notes Payable—Symbiotics Facility.3. Investments—Watch List Investments.


Critical Accounting Policies and Use of Estimates

The following discussion addressesIn preparing our Consolidated Financial Statements in accordance with GAAP and pursuant to the accounting policiesrules and regulations promulgated by the SEC, we make assumptions, judgments and estimates that we utilize basedcan have a significant impact on our current operations. Our most critical accounting policies involve decisionsnet income/loss and assessments that could affect the reported amounts of certain assets, liabilities, revenue and expenses, and related disclosures. On an ongoing basis, we evaluate our reported assetsestimates and liabilities, as well asdiscuss our reported revenues and expenses. We believe that all of the decisions and assessments upon which our financial statements are based are reasonable at the time made and based upon information available to us at that time. Our critical accounting policies and accounting estimates willwith the audit committee of our board of managers. We base our estimates on historical experience and various other assumptions that we believe to be expanded over time as we continuereasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.

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There have been no significant changes to implement our business and operating strategy. In addition to the discussion below, we also describe our critical accounting policies, estimates and judgments during nine months ended September 30, 2022, compared to the critical accounting policies, estimates and judgments disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2021.

The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the amounts reported in the notes to our financial statements.

Basis Although these estimates are based on management's knowledge of Presentation

Our financial statements are prepared in accordance with accounting principles generally acceptedcurrent events and actions it may undertake in the United Statesfuture, actual results may differ from these estimates. In particular, the COVID-19 pandemic has adversely impacted and is likely to further adversely impact the Company's business, the businesses of America, which requires the use of estimates, assumptionsCompany's borrowers and the exerciseglobal markets generally. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of subjective judgment as to future uncertainties.

Although we were organizedoperations and conduct our business in a manner so that we are not required to register as an investment company under the Investment Company Act of 1940, as amended, our financial statements are prepared using the specialized accounting principles of the FASB ASC Topic 946, Financial Services — Investment Companies. Overall, we believe that the use of investment company accounting makes our financial statements more useful to investors and other financial statement users since it allows a more appropriate basis of comparison to other entities with similar objectives.

Valuation of Investments

Our board of managers has established procedures for the valuation of our investment portfolio in accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 requires enhanced disclosures about assets and liabilities that are measured and reported at fair value. As defined in ASC 820, fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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

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

Level 1 — Valuations basedwill depend on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Valuations based on inputs other than quoted prices included in Level 1, which are either directly or indirectly observable.

Level 3 — Valuations based on inputsfuture developments that are unobservablehighly uncertain and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities.difficult to predict. These investments include debt and equity investments in private companies or assets valued using the market, income, or cost approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations maydevelopments include, but are not limited to, capitalizationthe duration and discount ratesspread of the outbreak, its severity, the actions to contain the virus or address its impact, governmental actions to contain the spread of the pandemic and earnings before interest, taxes, depreciationrespond to the reduction in global economic activity, and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes that include a disclaimer thathow quickly and to what extent normal economic and operating conditions can resume.

Recent Accounting Pronouncements

See Note 2 to the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.

The inputs used in the determination of fair value may require significant judgment or estimation.

InvestmentsCompany’s accompanying Consolidated Financial Statements for which market quotations are readily available are valued at those quotations. Most of our investments are private investments in companies whose securities are not actively traded in the market and for which quotations are not be available. For those investments for which market quotations are not readily available, or when such market quotations are deemed by the Advisor

40


not to represent fair value, our board of managers has approved a multi-step valuation process to be followed each fiscal quarter, as described below:

1.

Each investment is valued by the Advisor in collaboration with the relevant sub-advisor;

2.

For all investments with a stated maturity of greater than 12 months, we have engaged Duff & Phelps, LLC (“Duff & Phelps”) to conduct a review on the reasonableness of our internal estimates of fair value on each asset on a quarterly rotating basis, with each of such investments being reviewed at least annually, and provide an opinion that the Advisor’s estimate of fair value for each investment is reasonable;

3.

The audit committee of our board of managers reviews and discusses the preliminary valuation prepared by the Advisor and any opinion rendered by Duff & Phelps; and

4.

Our board of managers discusses the valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the Advisor, Duff & Phelps and the audit committee. Our board of managers is ultimately responsible for the determination, in good faith, of the fair value of each investment.

Below is a description of factors that our board of managers may consider when valuing our investments.

Fixed income investments are typically valued utilizing a market approach, income approach, cost approach, or a combination of these approaches (and any others, as appropriate). The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including the sale of a business) and is used less frequently due to the private nature of the Company’s investments. The income approach uses valuation techniques to convert future amounts (for example, interest and principal payments) to a single present value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. The cost approach is a valuation technique that uses the concept of replacement cost as an indicator of value.  The premise of the cost approach holds that a prudent investor would pay no more for an asset than the amount for which the asset could be replaced.  To clarify, the cost approach as a method for valuing an investment is to be distinguished from holding an investment at cost as of the initial investment date.  In following a given approach, the types of factors that the Company may take into account in valuing the Company’s investments include, as applicable:

Macro-economic factors that are relevant to the investment or the underlying obligor

Industry factors that are relevant to the investment or the underlying obligor

Historical and projected financial performance of the obligor based on most recent financial statements

Borrower draw requests and payment track record

Loan covenants, duration and drivers

Performance and condition of the collateral (nature, type and value) that supports the investment

Sub-Advisor recommendation as to possible impairment or reserve, including updates and feedback

For participations, the Company’s ownership percentage of the overall facility

Key inputs and assumptions that are believed to be most appropriate for the investment and the approach utilized

We may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. We may also consider the size and scope of a portfolio companyaccounting pronouncements and its specific strengths and weaknesses, as well as any other factors we deem relevant in measuring the fair valuesexpectation of our investments.

Revenue Recognition

The Company records interest income on an accrual basis to the extent that the Company expects to collect such amounts. The Company does not accrue as a receivable interest on loans for accounting purposes if there is reason to doubt the ability to collect such interest. Structuring, upfront and similar fees are recorded as a discount on investments purchased and are accreted into interest income, on a straight line basis, which we have determined not to be materially different from the effective yield method.

We record prepayment fees for loans and debt securities paid back to us prior to the maturity date as income upon receipt.

We generally place loans on non-accrual status when principal and interest are past due 90 days or more or when there is a reasonable doubt that we will collect principal or interest. If, however, management believes the principal and interest will be collected, a loan may be left on accrual status during the period the Company is pursuing repayment of the loan. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment of the financial condition of the borrower. Non-accrual loans are generally restored to accrual status when past due principal and interest is paid and, in the Advisor’s judgment, is likely to remain

41


current over the remainder of the term. At September 30, 2017, two portfolio companies were on non-accrual status with an aggregate fair value of $1,634,294 or 0.5% of the fair value of the Company’s total investments. At December 31, 2016, two portfolio companies were on non-accrual status with an aggregate fair value of $5,819,216 or 2.9% of the fair value of the Company’s total investments. Interest income not recorded relative to the original terms of the two companies on non-accrual status as of September 30, 2017 amounted to approximately $62,975 and $132,257, respectively for the three and nine months ended September 30, 2017.

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

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, including unamortized upfront fees and prepayment penalties. Realized gains or losses on the disposition of an investment are calculated using the first in first out (FIFO) method, utilizing 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.

Payment-in-Kind Interest

We may have investments that contain a payment-in-kind, or PIK, interest provision. For loans with contractual PIK interest, any interest will be added to the principal balance of such investments and be recorded as income, if the valuation indicates that such interest is collectible.

Distribution and Ongoing Dealer Manager Fees

The Company pays a distribution fee equal to 0.8% per annum of the Company’s current estimated value per share for each Class C unit sold in the Offering or pursuant to a private placement. In addition, the Company pays an ongoing dealer manager fee for each Class I unit sold pursuant to a private placement. The aggregate amount of underwriting compensation for each public and private offering of the Class A, Class C, Class I, Class Y and Class W units, including any applicable distribution fee and ongoing dealer manager fee, cannot exceed the Financial Industry Regulatory Authority’s 10% cap on underwriting compensation. The distribution fees and ongoing dealer manager fees are not paid at the time of purchase. Such fees are payable monthly in arrears, as they become contractually due.

In prior periods, the Company had been recording distribution fees as a periodic charge to equity as they are incurred.  Starting in June 2016, the Company determined to account for the distribution fees as a charge to equity at the time each Class C unit is sold in its Offering and record a corresponding liability for the estimated amount to be paid in future periods. The Company accounts for the ongoing dealer manager fees paid in connection with the sale of Class I units in the private placement in the same manner. At September 30, 2017, the estimated unpaid aggregate distribution fee for Class C units amounted to $1,939,000 and the unpaid dealer manager fee for Class I units amounted to $22,000.

Organization and Offering Expenses

The Sponsor has incurred organization and offering costs on behalf of the Company. Organization and offering costs are reimbursable to the Sponsor to the extent the aggregate of selling commissions, dealer manager fees and other organization and offering costs do not exceed 15.0% of the gross offering proceeds (the “O&O Reimbursement Limit”) raised from the Offering and will be accrued and payable by the Company only to the extent that such costs do not exceed the O&O Reimbursement Limit. Reimbursement of organization and offering costs that exceed the O&O Reimbursement Limit will be expensed in the period they become reimbursable, which is dependent on the gross offering proceeds raised in such period, and are therefore not included on the Statements of Assets and Liabilities as of September 30, 2017 and December 31, 2016. These expense reimbursements are subject to regulatory caps and approval by the Company’s board of managers.  Reimbursements to the Sponsor are included as a reduction to net assets on the Consolidated Statement of Changes in Net Assets. Based on the proceeds raised in the Offering at the end of the primary offering, the organization and offering expenses equaled to 4.7% of the gross proceeds.  As a result of the termination of the primary offering, effective March 31, 2017, the Company no longer pays the dealer manager selling commissions and dealer manager fees under a dealer manager agreement relating to the Offering. The Company will continue to incur certain organization and offering costs associated with the DRP and ongoing distribution fees on Class C units. In addition, the Sponsor has and may continue to incur organization and offering  costs on behalf of the Company in connection with private placements of the Company’s units and the Company will pay selling commissions, dealer manager fees and ongoing distribution and dealer manager fee to the dealer manager for certain sales pursuant to a private placement.  As of September 30, 2017 the Sponsor has incurred $115,730 in organization and offering costs on behalf of the Company related to a private placement of the Company’s units.  As of September 30, 2017, the Company has reimbursed $17,972 of the organization and offering incurred relating to such private placement.   

42


Expense Responsibility Agreement

On November 10, 2017, the Company, the Advisor and the Sponsor entered into an Amended and Restated Operating Expense Responsibility Agreement (“Responsibility Agreement”) originally effective as of June 11, 2013 and covering expenses through September 30, 2017. Since the inception of the Company through September 30, 2017, pursuant to the terms of the Responsibility Agreement, the Sponsor has paid approximately $12,347,400 of operating expenses, management fees, and incentive fees on behalf of the Company and will pay or reimburse to the Company an additional $4,313,400 of expenses, which have been accrued by the Sponsor as of September 30, 2017. The Sponsor will only be entitled to reimbursement of the cumulative Company expenses to the extent the Fund’s investment income in any quarter, as reflected on the statement of operations, exceeds the sum of (a) total distributions to unitholders incurred during the quarter and (b) the Fund’s expenses as reflected on the statement of operations for the same quarter (the “Reimbursement Hurdle”). To the extent the Company is not successful in satisfying the Reimbursement Hurdle, no amount will be payable in that quarter by the Company for reimbursement to the Sponsor of the cumulative Company expenses.  The Company has not met the Reimbursement Hurdle for the quarter ended September 30, 2017. Therefore, expenses of the Company covered by the Responsibility Agreement have not been recorded as expenses of the Company as of September 30, 2017. In accordance with ASC 450, Contingencies, such expenses will be accrued and payable by the Company in the period that they become both probable and estimable.  The Sponsor may demand the reimbursement of cumulative Company expenses covered by the Responsibility Agreement to the extent the Company exceeds the Reimbursement Hurdle during any quarter.

Income Taxes

We believe we are properly characterized as a partnership for U.S. federal income tax purposes, and expect to continue to qualify as a partnership (and not be treated as a publicly traded partnership or otherwise be treated as a taxable corporation) for such purposes. As a partnership, we are generally not subject to U.S. federal income tax at the entity level.

Calculation of Net Asset Value

The Company’s net asset value is calculated on a quarterly basis. As of September 30, 2017, the Company has five classes of units: Class A units, Class C units, Class I units, Class W units and Class Y units, with only Class A units, Class C units, Class I and Class Y units outstanding. All units participate in the income and expenses of the Company on a pro-rata basis based on the number of units outstanding. Under GAAP, pursuant to the SEC guidance, effective June 30, 2016, the Company records liabilities for distribution fees that the Company (i) currently owes to the dealer manager under the terms of the dealer manager agreement and (ii) for an estimate that the Company may pay to the dealer manager in future periods. As of September 30, 2017, under GAAP, the Company recorded a liability in the aggregate amount of $1,961,000 for the estimated future amount of Class C units distribution fee and Class I units dealer manager fee payable. The Company is not required to determine its net asset value under GAAP and thus, the Company’s determination of net asset value per share for Class C units now varies from GAAP. In the prior periods, the Company deducted the liability for the estimated future distribution fees in the Company’s net asset value calculation for Class C units. As a result, for each period from June 30, 2016 through March 31, 2017, the Class A and Class I units had a higher net asset value per unit than Class C units with the difference being the result of the future distribution fee deduction for Class C units. The Company has determined that such approach is not the most appropriate for determining net asset value per share for Class C units and, beginning with the net asset value determination as of June 30, 2017, the Company will not deduct the liability for estimated future distribution fees in its calculation of net asset value per share for Class C units. The Company believes this approach is consistent with the industry standard and is more appropriate since the Company intends for the net asset value to reflect the estimated value on the date that the Company determines its net asset value. Accordingly, the Company believes that its estimated net asset value at any given time should not include consideration of any estimated future distribution fees that may become payable after such date. As a result of this change in the calculation of the net asset value, as of September 30, 2017, each of the Class A, Class C and Class I units have the same net asset value per unit of $8.507. As of March 31, 2017, Class A and Class I units had a net asset value of $8.529 per unit and Class C units had a net asset value of $8.267 (with a blended net asset value of $8.467 per unit). The increase in the net asset value per Class C unit from $8.267 as of March 31, 2017 to $8.507 as of September 30, 2017 is solely as a result of the change in the treatment of future distribution fees in the net asset value calculation discussed above and is not reflective of any increase in the value of the Company’s assets. Without taking into account the change in the treatment of the future distribution fees, the net asset value per unit has decreased by $0.022 from $8.529 as of March 31, 2017 to $8.507 as of September 30, 2017 as a result of the Sponsor’s determination to absorb a reduced amount of operating expenses during the second quarter of 2017. In addition, the Company failed to realize sufficient investment income during the second quarter of 2017 to cover operating expenses.  

In addition, the Company’s net asset value would have decreased for all unit classes in all prior quarters if the Sponsor had not made a capital contribution in the amount of $31,750 as of March 31, 2014 and $51,034 as of December 31, 2013 and had not absorbed and deferred reimbursement for substantially all of the Company’s operating expenses since it began its operations.

43


Recently Issued Accounting Pronouncements

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), emerging growth companies can delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates. There are no new or revised accounting standards that we have not adopted.

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The update supersedes the revenue recognition requirements in ASC 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. In July 2015, the FASB deferred the implementation of this standard by one year.  ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. The guidance does not apply to revenue associated with financial instruments, including loans and investments that are accounted for under other U.S. GAAP. As a result, the Company does not expect the new revenue recognition guidance to have a materialtheir impact on the elements of its consolidated statementsCompany’s results of operations most closely associated withand financial instruments, including interest and fees income. The Company plans to adopt the revenue recognition guidance in the first quarter of 2018.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40).” ASU 2014-15 addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Management has adopted this guidance effective for the fourth quarter of 2016.condition.

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses onSubsequent Events

Please see “Notes to Consolidated Financial Instruments.Statements—Note 11. Subsequent Events. ASU 2016-13 introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The guidance requires companies to apply the requirements in the year of adoption through cumulative adjustment with some aspects of the update requiring a prospective transition approach. We are currently evaluating the potential impact of the pending adoption of ASU 2016-13 on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force).” ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 addresses eight classification issues related to the statement of cash flows: (i) debt prepayment or debt extinguishment, (ii) settlement of zero-coupon bonds, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method invitees, (vii) beneficial interest in securitizations transactions and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The guidance requires companies to apply the requirements retrospectively to all prior periods presented. If it is impracticable for a company to apply ASU 2016-15 retrospectively, requirements may be applied prospectively as of the earliest date practicable. We are currently evaluating the potential impact of the pending adoption of ASU 2016-15 on our consolidated financial statements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. Our investments are currently structured with both fixed and floating interest rates. Those structured with floating rates are referenced to LIBOR and incorporate fixed interest rate floors. If rates go down, interest income will not decrease from current levels. To the extent that interest rates go up substantially, these investments will accrue higher amounts of income than currently being realized. Returns on investments that carry fixed rates are not subject to fluctuations in interest rates, and will not adjust should rates move up or down.

44Not applicable.


To the extent that we borrow money to make investments, our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of funds would increase, which may reduce our net investment income. 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.

Although we operate in a number of foreign markets, all investments are currently denominated in U.S. Dollars. Therefore, the current portfolio does not present currency risk to U.S. unitholders. In the future, we may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. 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.

Item 4. Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that the disclosure controls and procedures are effective.were effective as of September 30, 2022.

There have beenwere no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarterthe period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4543


PartPart II. Other Information

Item 1. Legal Proceedings.Proceedings

There are no pendingAs of September 30, 2022, the Company was not a party to any material legal proceedings other than the legal proceedings described in “Notes to which the Company or any of our Subsidiaries or any of our property is subject.Consolidated Financial Statements—Note 3. Investments—Watch List Investments."

Item 1A. Risk Factors.Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” of the Company’sour Annual Report on Form 10-K for the year ended December 31, 2016,2021, filed with the SEC on March 31, 201730, 2022 (“20162021 Form 10-K”), which could materially affect our business, financial condition, and/or future results. The risks described in our 20162021 Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

There have been no material changes to the risk factors disclosed in our 2021 Form 10-K.

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

During the threenine months ended September 30, 2017,2022, we sold an aggregate of 473,309 units of Class A, Class C, Class I and41,163 Class Y units to accredited investors for an aggregate amount of $4,047,068 pursuant to a private placement. SC Distributors, LLC served as the dealer manager in connection with the private placement.$295,000. The units were issued pursuant to an exemption from registration provided under Section 4(a)(2)Rule 506 of Regulation D promulgated under the Securities Act, of 1933, as amended (the “Securities Act”), for transactions not involving a public offering. 

Unit Repurchase Program

Beginning June 11, 2014, we commenced a unit repurchase program pursuant to which we may conduct quarterly unit repurchases of up to 5% of our weighted average number of outstanding units in any 12-month period to allow our unitholders, who have held our units for a minimum of one year, to sell their units back to us at a price equal to the greater of the unit’s net asset value or $9.025.us. Our unit repurchase program includes numerous restrictions, including a one-year holding period, that limit theour unitholders’ ability of our unitholders to sell their units. Additionally, we have no obligation to repurchase units if the repurchase would violate the restrictions on distributions under federal law or Delaware law, and all units to be repurchased under the program must be fully transferable and not be subject to any liens or other encumbrances and free from any restrictions on transfer. Unless our board of managers determines otherwise, we will limit the number of units to be repurchased during any calendar year to the number of units we can repurchase with the proceeds we receive from the sale of units under our DRP.distribution reinvestment plan. At the sole discretion of our board of managers, we may also use cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable quarter to repurchase units.

On August 9, 2019, our board of managers amended and restated our unit repurchase program in order to amend the basis on which we will honor repurchase requests in the event repurchase requests exceed the existing limitations of the program. The amended and restated unit repurchase program took effect on September 30, 2019. Under the amended and restated unit repurchase program, if we cannot repurchase all units presented for repurchase in any quarter because of the limitations on repurchases set forth in the program, then we will honor repurchase requests in the following order of priority (unless our board of managers determines that we will not repurchase units in that quarter):

first, we will repurchase units pursuant to repurchase requests made in connection with the death or disability of a unitholder (or on a pro rata basis among such requests if less than all of such death or disability requests can be satisfied);

second, we will repurchase units pursuant to any repurchase request that has been carried over from one or more previous quarterly periods where the value of the units that have not yet been repurchased pursuant to such request (with the value calculated as the number of units multiplied by the estimated net asset value per unit for units of that class, as most recently disclosed by us in a filing with the SEC) is less than $2,500 (or on a pro rata basis among such requests if less than all of such requests carried over from prior periods can be satisfied); and

third, we will repurchase units pursuant to all other repurchase requests on a pro rata basis.

Unit repurchases are made on the last calendar day of the quarter at a price equal to the estimated net asset value per unit for each class of units, as most recently disclosed by us in a public filing with the SEC. Redemptions for the third quarter of 2022 were redeemed at a price equal to $6.899 per unit, which was the net asset value per unit of each class as of June 30, 2022.

Our board of managers has the right to amend, suspend or terminate the unit repurchase program to the extent that it determines that it is in our best interest to do so. We will promptly notify our unitholders of any changes to the unit repurchase program, including any amendment, suspension or termination of it in our periodic or current reports or by means of other notice. Moreover, the unit repurchase program will terminate on the date that our units are listed on a national securities exchange, are included for quotation in a national securities market or, in the sole determination of our board of managers, a secondary trading market for the units otherwise develops.

The above description of the unit repurchase program is a summary of certain of the terms of the unit repurchase program, which was amended effective September 30, 2017. Please see the full text of the unit repurchase program, which was filed as Exhibit 4.2 to a current report on Form 8-K filed with the SEC on March 14, 2017, for all the terms and conditions.44


During the three months ended September 30, 2017,2022, we fulfilled the following requests pursuant to our unit repurchase program:

 

Period

 

Total Number of Units Purchased

 

 

Average Price Paid Per Unit

 

 

Total Number of Units Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number of Units that May Yet be Purchased Under the Program

 

07/01/2017 - 07/31/2017

 

 

160,723

 

 

$

9.025

 

 

 

160,723

 

 

 

991,217

 

08/01/2017 - 08/31/2017

 

 

 

 

 

 

 

 

 

 

 

991,217

 

09/01/2017 - 09/30/2017

 

 

 

 

 

 

 

 

 

 

 

991,217

 

Total

 

 

160,723

 

 

$

9.025

 

 

 

160,723

 

 

 

 

 

Period

 

Total Number of

Units Purchased

 

 

Average Price

Paid Per Unit

 

 

Total Number of Units

Purchased as Part of

Publicly Announced

Plans or Programs

 

 

Maximum Number of

Units that May Yet be

Purchased Under the

Program

 

07/01/2022 - 07/31/2022

 

 

795

 

 

$

7.153

 

 

 

795

 

 

 

892,446

 

08/01/2022 - 08/31/2022

 

 

12,760

 

 

 

7.049

 

 

 

12,760

 

 

 

892,446

 

09/01/2022 - 09/30/2022

 

 

235,141

 

 

 

6.899

 

 

 

235,141

 

 

 

892,446

 

Total

 

 

248,696

 

 

$

6.908

 

 

 

248,696

 

 

 

 

 

46


During the three months ended September 30, 2017,2022, we repurchased 160,723248,696 units for a total of $1,450,525.$1,717,956. In addition, as of September 30, 2017,2022, there were 52 repurchase requests for a total of 217,715235,141 units that were pending which were processed by the Company betweenduring October 5 to October 11, 20172022 at a price of $9.025$6.899 per unit.For the quarter ended September 30, 2022, eligible repurchase requests exceeded the limitations of our unit repurchase program described above and the requests were fulfilled on a pro rata basis, such that the Company repurchased approximately 249,000 units or 6.37% of eligible repurchase requests (based on the number of units submitted for repurchase), and approximately 3,449,000 units or 93.63% of eligible repurchase requests (based on the number of units submitted for repurchase) were not redeemed. Pursuant to the terms of our unit repurchase program, the unsatisfied portion of repurchase requests that were not fulfilled at quarter-end will be carried over to the next quarter and treated as a request for repurchase at the next quarter-end repurchase date, unless the repurchase request is withdrawn.

Item 3. Defaults Upon Senior Securities.Securities

Not applicable.None.

Item 4. Mine Safety Disclosures.Disclosures

Not applicable.

Item 5. Other Information.Information

Not applicable.None.

45


Item 6. Exhibits.

 

Number

 

Description

 

 

 

3.1

 

Certificate of Formation of TriLinc Global Impact Fund, LLC. Incorporated by reference to Exhibit 3.1 to the Draft Registration Statement on Form S-1 (File No. 377-00015) filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2012.

 

 

 

3.2

 

ThirdFifth Amended and Restated Limited Liability Company Operating Agreement.Agreement dated January 20, 2018. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 19, 2017.January 25, 2018.

 

 

 

4.1

 

SecondFourth Amended and Restated Distribution Reinvestment Plan. Incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 8-K10-Q for the quarter ended June 30, 2020, filed with the SEC on MarchAugust 14, 2017.2020.

 

 

 

4.2

 

SecondFourth Amended and Restated Unit Repurchase Program. Incorporated by reference to Exhibit 4.2 D4.1 to theCurrent Report on Form 8-K filed with the SEC on March 14, 2017.August 13, 2019.

 

 

 

  10.1

Dealer Manager Agreement, dated as of May 19, 2017, by and among TriLinc Global Impact Fund, LLC and SC Distributors, LLC.

  10.2*

Amended and Restated Operating Expense Responsibility Agreement among TriLinc Global Impact Fund, LLC, TriLinc Global, LLC and TriLinc Advisors, LLC dated November 10, 2017.

  10.3

Series 1 Senior Secured Promissory Note among TriLinc Global Impact Fund Cayman, Ltd. and State Street Australia Ltd ACF Christian Super, dated as of August 7, 2017. Incorporated by reference to Exhibit 10.3 to the Form 10-Q filed with the SEC on August 11, 2017.

  10.4

Equitable Mortgage Over Shares by and between TriLinc Global Impact Fund Cayman, Ltd. and Series 1 Senior Secured Promissory Noteholders, dated as of August 7, 2017. Incorporated by reference to Exhibit 10.4 to the Form 10-Q filed with the SEC on August 11, 2017.

  10.5

Facility Agreement among TriLinc Global Impact Fund Cayman, Ltd., Micro, Small & Medium Enterprises Bonds S.A., and Symbiotics SA, dated as of July 3, 2017. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on July 10, 2017.

  10.6

Equitable Mortgage Over Shares by and between TriLinc Global Impact Fund Cayman, Ltd. and Micro, Small & Medium Enterprises Bonds S.A., dated as of July 3, 2017. Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on July 10, 2017.

31.1*

 

Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amendedamended..

 

 

 

31.2*

 

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

 

 

 

32.1*

 

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 20022002..

 

 

 

   101101.INS

 

The following materials from TriLinc Global Impact Fund LLC’s Quarterly Report on Form 10-Q forInline XBRL Instance Document – the quarter ended September 30, 2017, filed on November 13, 2017, formattedinstance document does not appear in the Interactive Data File because its XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Assetstags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted in Inline XBRL and Liabilities, (ii) Consolidated Statement of Operations, (iii) Consolidated Statement of Changesincluded in Net Assets, (iv) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements.Exhibit 101)

 

47


*

Filed herewith

 


48


SIGNATURES

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

 

 

 

TRILINC GLOBAL IMPACT FUND, LLC.

 

 

 

 

 

November 13, 201714, 2022

 

By:

 

/s/ Gloria S. Nelund 

 

 

 

 

Gloria S. Nelund

 

 

 

 

Chief Executive Officer

 

 

 

 

 

November 13, 201714, 2022

 

By:

 

/s/ Brent L. VanNorman Mark A. Tipton

 

 

 

 

Brent L. VanNormanMark A. Tipton

 

 

 

 

Chief Financial Officer

 

4947