6
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 |
| 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
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
| 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 |
|
|
|
|
|
|
|
| The Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
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.
|
|
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
| 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 |
|
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 |
|
|
14 | Quarterly interest |
|
|
| Interest accrues at a variable rate of one-month |
|
|
17 | Watch List investment. Refer to |
18 | Investment on non-accrual status. |
19 | This investment was |
|
|
|
|
|
|
| Principal and interest were paid |
|
|
|
|
|
|
|
|
|
|
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 – 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 |
| 2. |
|
| 3. | The audit committee of the Company’s board of managers reviews and discusses the preliminary valuation prepared by the Advisor and any |
| 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 |
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
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
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 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 |
| $ | 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 |
| $ | 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 |
| $ | 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) |
|
|
(2) |
|
|
(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 |
| $ | 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 |
| $ | 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) |
|
|
(2) |
|
|
(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
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 |
| 5.74 | % |
|
| 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, |
2 | For financial statement reporting purposes under GAAP, as of September 30, |
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. |
3 |
|
|
|
27
| 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
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
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
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
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.
42
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:
|
|
|
|
|
|
|
|
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."
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
Number |
| Description |
|
|
|
3.1 |
| |
|
|
|
3.2 |
| |
|
|
|
4.1 |
| |
|
|
|
4.2 |
| |
|
|
|
| ||
| ||
| ||
| ||
| ||
| ||
31.1* |
| |
|
|
|
31.2* |
| |
|
|
|
32.1* |
| |
|
|
|
|
|
|
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 |
47
* | Filed herewith |
48
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 |
| By: |
| /s/ Gloria S. Nelund |
|
|
|
| Gloria S. Nelund |
|
|
|
| Chief Executive Officer |
|
|
|
|
|
November |
| By: |
| /s/ |
|
|
|
|
|
|
|
|
| Chief Financial Officer |
4947