Investcorp Credit Management BDC, Inc. - Quarter Report: 2019 March (Form 10-Q)

CM FINANCE INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2019

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

COMMISSION FILE NUMBER: 814-01054

CM FINANCE INC

(Exact Name of Registrant as Specified in Its Charter)

Maryland

46-2883380

(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

65 East 55th Street

15th Floor

New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

(212) 257-5199

(Registrant’s Telephone Number, Including Area Code)

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 every Interactive Data File required to be submitted 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 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” 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
Common Stock, par value $0.001 per share	CMFN	The NASDAQ Global Select Market
6.125% Notes due 2023	CMFNL	The NASDAQ Global Select Market

The number of shares of the issuer’s Common Stock, $0.001 par value, outstanding as of May 6, 2019 was 13,619,690.


		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of March 31, 2019 (unaudited) and June 30, 2018		1
	Consolidated Statements of Operations for the three and nine months ended March 31, 2019 (unaudited) and March 31, 2018 (unaudited)		2
	Consolidated Statements of Changes in Net Assets for the nine months ended March 31, 2019 (unaudited) and March 31, 2018 (unaudited)		3
	Consolidated Statements of Cash Flows for the nine months ended March 31, 2019 (unaudited) and March 31, 2018 (unaudited)		4
	Consolidated Schedule of Investments as of March 31, 2019 (unaudited)		5
	Consolidated Schedule of Investments as of June 30, 2018		9
	Notes to Unaudited Consolidated Financial Statements		12

CM Finance Inc and Subsidiaries

Consolidated Statements of Assets and Liabilities


	March 31, 2019 (Unaudited)			June 30, 2018
Assets
Non-controlled, non-affiliated investments, at fair value (amortized cost of $305,248,861 and $302,647,282, respectively)	$	299,086,467		$	293,592,013
Derivatives, at fair value (cost of $0 and $0, respectively)		98,467			229,918
Cash		6,757,007			5,620,441
Cash, restricted		3,917,010			2,706,273
Receivable for investments sold		5,780,774			7,751,875
Interest receivable		3,494,878			4,011,450
Deferred offering costs		121,922			121,922
Other receivables		-			245,550
Prepaid expenses and other assets		328,359			255,139

Total Assets	$	319,584,884		$	314,534,581

Liabilities
Notes payable:
Term loan	$	102,000,000		$	102,000,000
Revolving credit facility		4,000,000			17,823,000
2023 Notes payable		34,500,000			-
Deferred debt issuance costs		(2,247,389	)		(1,953,771	)

Notes payable, net		138,252,611			117,869,229
Payable for investments purchased		21,716,437			12,569,450
Dividend payable		3,403,427			3,417,848
Deferred financing costs payable		1,037,000			2,071,167
Income-based incentive fees payable		1,054,776			2,294,678
Base management fees payable		1,369,713			1,319,853
Accrued provision for taxes		-			2,579,337
Derivatives, at fair value (cost $0 and $0, respectively)		98,467			229,918
Interest payable		836,765			303,153
Directors’ fees payable		92,789			99,296
Accrued expenses and other liabilities		36,635			257,986

Total Liabilities		167,898,620			143,011,915

Commitments and Contingencies (Note 6)

Net Assets
Common stock, par value $0.001 per share (100,000,000 shares authorized, 13,613,707 and 13,649,504 shares issued and outstanding, respectively)		13,614			13,649
Additional paid-in capital		198,403,095			198,700,999
Distributable earnings (losses)		(46,730,445	)		(27,191,982	)

Total Net Assets		151,686,264			171,522,666

Total Liabilities and Net Assets	$	319,584,884		$	314,534,581

Net Asset Value Per Share	$	11.14		$	12.57

See notes to unaudited consolidated financial statements.

CM Finance Inc and Subsidiaries

Consolidated Statements of Operations (Unaudited)


	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019			2018
Investment Income:
Interest income	$	8,564,501		$	6,897,476		$	24,700,592		$	20,861,681
Payment in-kind interest income		-			1,322,134			953,928			2,336,651
Dividend income		15,607			255,648			46,882			255,648
Payment in-kind dividend income		-			143,750			-			333,333
Other fee income		142,483			52,369			575,003			62,248

Total investment income		8,722,591			8,671,377			26,276,405			23,849,561

Expenses:
Interest expense		2,164,625			1,568,357			6,586,019			4,607,447
Base management fees		1,369,713			1,236,620			4,126,865			3,551,853
Income-based incentive fees		723,484			933,356			1,597,526			1,840,114
Provision for tax expense		131,304			-			144,250			-
Professional fees		251,158			303,373			717,486			748,437
Allocation of administrative costs from advisor		346,777			292,561			1,026,473			604,352
Amortization of deferred debt issuance costs		195,377			195,377			586,131			500,093
Insurance expense		83,987			100,829			252,867			271,280
Directors’ fees		101,250			99,000			303,750			297,667
Custodian and administrator fees		243,823			42,750			258,823			248,188
Offering expense		51,750			-			155,250			186,513
Other expenses		18,399			165,730			373,613			556,889

Total expenses		5,681,647			4,937,953			16,129,053			13,412,833
Waiver of income-based incentive fees		(362,478	)		-			(384,478	)		-

Net expenses		5,319,169			4,937,953			15,744,575			13,412,833

Net investment income		3,403,422			3,733,424			10,531,830			10,436,728

Net realized and unrealized gain/(loss) on investments:
Net realized gain (loss) from investments		(22,553,307	)		(238,076	)		(22,736,499	)		(7,618,766	)
Net change in unrealized appreciation (depreciation) in value of investments		17,792,347			595,687			2,892,876			9,267,936

Total realized and unrealized gain (loss) on investments		(4,760,960	)		357,611			(19,843,623	)		1,649,170

Net increase (decrease) in net assets resulting from operations	$	(1,357,538	)	$	4,091,035		$	(9,311,793	)	$	12,085,898


Basic and diluted:
Net investment income per share	$	0.25		$	0.27		$	0.77		$	0.77
Earnings per share	$	(0.10	)	$	0.30		$	(0.68	)	$	0.89
Weighted average shares of common stock outstanding		13,613,694			13,691,420			13,634,370			13,590,589

Distributions paid per common share	$	0.25		$	0.25		$	0.75		$	0.75

See notes to unaudited consolidated financial statements.

CM Finance Inc and Subsidiaries

Consolidated Statements of Changes in Net Assets (Unaudited)


	For the nine months ended March 31,
	2019			2018
Net assets at beginning of year	$	171,522,666		$	169,948,112

Increase (decrease) in net assets resulting from operations:
Net investment income		10,531,830			10,436,728
Net realized gain/(loss) on investments		(22,736,499	)		(7,618,766	)
Net change in unrealized appreciation (depreciation) on investments		2,892,876			9,267,936

Net increase (decrease) in net assets resulting from operations		(9,311,793	)		12,085,898

Stockholder distributions:
Distributions from net investment income		(10,226,670	)		(10,267,915	)

Net decrease in net assets resulting from stockholder distributions		(10,226,670	)		(10,267,915	)

Capital transactions:
Reinvestments of stockholder distributions		60,634			19,566
Repurchase of common stock		(358,573	)		-

Net increase (decrease) in net assets resulting from capital transactions		(297,939	)		19,566


Net increase (decrease) in net assets		(19,836,402	)		1,837,549


Net assets at end of period	$	151,686,264		$	171,785,661

See notes to unaudited consolidated financial statements.

CM Finance Inc and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)


	For the nine months ended March 31,
	2019			2018
Cash Flows from Operating Activities
Net increase (decrease) in net assets resulting from operations	$	(9,311,793	)	$	12,085,898

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Origination and purchase of investments		(169,688,427	)		(133,452,158	)
Payment in-kind interest		(953,928	)		(2,336,651	)
Payment in-kind dividends		-			(333,333	)
Sales and repayments of investments		148,306,101			98,857,993
Net realized (gain) loss on investments		22,736,499			7,618,766
Net change in unrealized (appreciation) depreciation on investments		(2,892,876	)		(9,267,936	)
Amortization of discount/premium on investments		(3,001,812	)		(3,380,746	)
Amortization of deferred debt issuance costs		586,131			500,093
Net (increase) decrease in operating assets:
Interest receivable		516,572			(1,246,039	)
Dividends receivable		-			(2,870	)
Receivable for investments sold		1,971,101			(11,526,418	)
Other receivables		245,550			(43,623	)
Prepaid expenses and other assets		(73,220	)		(81,125	)
Net increase (decrease) in operating liabilities:
Payable for investments purchased		9,146,987			5,112,002
Interest payable		533,612			99,272
Accrued provision for income taxes		(2,579,337	)		-
Directors fees payable		(6,507	)		(6,510	)
Accrued expenses and other liabilities		(221,362	)		(320,646	)
Base management fees payable		49,860			104,229
Income-based incentive fees payable		(1,239,902	)		1,074,222

Net cash provided by (used in) operating activities		(5,876,751	)		(36,545,580	)

Cash Flows from Financing Activities:
Payment for deferred financing costs		(1,913,916	)		(620,500	)
Deferred offering costs		-			121,637
Distributions to stockholders		(10,180,457	)		(10,247,791	)
Repurchase of common stock		(358,573	)		-
Proceeds from 2023 Notes		34,500,000			-
Proceeds from borrowing on revolving credit facility		27,618,770			50,640,000
Repayments of borrowing on revolving credit facility		(41,441,770	)		(27,260,000	)

Net cash provided by (used in) financing activities		8,224,054			12,633,346

Net change in cash		2,347,303			(23,912,234	)

Cash:
Cash and restricted cash at beginning of period		8,326,714			33,262,874

Cash and restricted cash at end of period	$	10,674,017		$	9,350,640


Supplemental and non-cash financing cash flow information:
Cash paid for interest	$	6,052,407		$	4,508,175
Cash paid for taxes	$	2,723,561		$	-
Issuance of shares pursuant to Dividend Reinvestment Plan	$	60,634		$	19,566
Non-cash purchase of investments	$			$	-
Non-cash sale of investments	$			$	-

See notes to unaudited consolidated financial statements.

CM Finance Inc and Subsidiaries

Consolidated Schedule of Investments

(Unaudited)

March 31, 2019


Investments⁽¹⁾⁽²⁾	Industry	Interest Rate	Initial Acquisition Date		Maturity Date		Principal Amount/ Shares⁽³⁾		Amortized Cost		Fair Value		% of Net Assets
Non-Controlled/Non-Affiliates
Senior Secured First Lien Debt Investments

1888 Industrial Services, LLC – Term A^(4)(14)	Energy Equipment & Services	3M L+5.00% (1.00% Floor)		9/30/2016		9/30/2021		4,950,495	$	4,950,495	$	4,950,495		3.27	%

1888 Industrial Services, LLC - Term B^(3)(4)(14)	Energy Equipment & Services	3M L+8.00% PIK (1.00% Floor)		9/30/2016		9/30/2021		12,304,681		6,530,574		9,228,511		6.09	%

1888 Industrial Services, LLC – Revolver^(4)(5)(14)	Energy Equipment & Services	3M L+5.00% (1.00% Floor)		10/11/2016		9/30/2021		1,683,168		1,683,168		1,683,168		1.11	%

4L Technologies Inc⁽⁶⁾	Technology Hardware, Storage & Peripheral	3M L+4.50% (1.00% Floor)		8/21/2018		5/8/2020		10,929,179		10,808,082		10,929,179		7.21	%

ACProducts, Inc.⁽⁶⁾	Household Durables	3M L+5.50% (1.00% Floor)		2/26/2019		2/15/2024		10,000,000		9,505,239		9,500,000		6.26	%

Bioplan USA, Inc.	Containers & Packaging	3M L+4.75% (1.00% Floor)		8/9/2018		9/23/2021		13,659,399		13,072,222		12,976,429		8.55	%

CareerBuilder, LLC⁽⁶⁾⁽⁷⁾	Professional Services	3M L+6.75% (1.00% Floor)		7/27/2017		7/27/2023		13,079,231		12,833,218		13,079,231		8.62	%

Carlton Group⁽⁶⁾	Business Services	3M L+7.00% (1.00% Floor)		3/27/2019		9/30/2022		5,904,947		5,904,947		5,904,947		3.89	%

Cook & Boardman Group LLC⁽⁶⁾	Distributors	3M L+5.75% (1.00% Floor)		10/12/2018		10/17/2025		9,975,000		9,879,651		9,875,250		6.51	%

Deluxe Toronto Ltd.⁽⁶⁾⁽⁹⁾	Media	3M L+5.50% (1.00% Floor)		6/29/2018		12/7/2020		4,962,312		4,924,083		4,962,312		3.27	%

Empire Office Inc⁽⁶⁾	Commercial Services & Supplies	3M L+7.00% (1.00% Floor)		3/28/2019		4/5/2024		15,000,000		14,700,000		14,700,000		9.69	%

Exela Intermedia LLC⁽⁶⁾	IT Services	3M L+6.50% (1.00% Floor)		6/5/2018		7/12/2023		5,394,904		5,445,696		5,394,904		3.56	%

Exela Intermedia LLC	IT Services	Fixed 10.00%		6/19/2018		7/15/2023		5,500,000		5,652,207		5,500,000		3.63	%

FPC Holdings, Inc.	Distributors	3M L+4.50% (1.00% Floor)		1/28/2019		1/28/2026		7,500,000		7,351,830		7,350,000		4.85	%

Fusion Connect Inc.^(#)	Internet Software & Services	3M L+7.50% (1.00% Floor)		7/11/2018		5/4/2023		11,517,092		11,142,268		9,213,674		6.07	%

GEE Group, Inc.⁽⁶⁾⁽⁸⁾	Professional Services	2M L+18.00% (1.00% Floor)		3/26/2018		3/31/2021		11,452,703		11,452,703		11,452,703		7.55	%

Infrastructure & Energy Alternatives, Inc.⁽⁶⁾	Construction & Engineering	3M L+6.25%		11/14/2018		11/4/2024		12,187,500		11,779,402		11,517,188		7.59	%

Immucor, Inc.⁽⁶⁾	Health Care Equipment & Supplies	3M L+5.00% (1.00% Floor)		6/27/2017		6/15/2021		7,368,750		7,324,543		7,368,750		4.86	%

KIK Custom Products Inc⁽⁶⁾	Chemicals	3M L+4.00% (1.00% Floor)		3/11/2019		5/15/2023		5,000,000		4,725,000		4,725,000		3.11	%

Liberty Oilfield Services LLC⁽⁶⁾⁽⁹⁾	Energy Equipment & Services	1M L+7.625% (1.00% Floor)		9/19/2017		9/19/2022		6,383,750		6,291,092		6,383,750		4.21	%

See notes to unaudited consolidated financial statements.

CM Finance Inc and Subsidiaries

Consolidated Schedule of Investments (continued)

(Unaudited)

March 31, 2019


Investments⁽¹⁾⁽²⁾	Industry	Interest Rate	Initial Acquisition Date		Maturity Date		Principal Amount/ Shares⁽³⁾		Amortized Cost		Fair Value		% of Net Assets
Senior Secured First Lien Debt Investments, continued

Montreign Operating Company, LLC⁽⁶⁾	Hotels, Restaurants & Leisure	1M L+8.25% (1.00% Floor)		12/16/2016		1/24/2023		13,098,077		13,174,868		12,181,212		8.03	%

Nexeo Plastics	Distributors	Fixed 10.125%		3/25/2019		4/1/2026		500,000		492,100		492,100		0.32	%

PR Wireless LLC⁽⁵⁾	Wireless Telecommunication Services	3M L+5.25% (1.00% Floor)		11/15/2017		6/27/2020		2,115,285		2,115,285		2,115,285		1.39	%

Premiere Global Services, Inc.⁽⁶⁾⁽⁹⁾	Diversified Telecommunication Services	3M L+6.50% (1.00% Floor)		5/6/2016		12/8/2021		10,293,081		9,712,564		8,028,603		5.29	%

ProFrac Services, LLC⁽⁶⁾	Energy Equipment & Services	3M L+5.75% (1.00% Floor)		9/7/2018		9/7/2023		9,193,459		9,116,615		9,101,525		6.00	%

Qualtek USA LLC⁽⁶⁾	Construction & Engineering	3M L+5.75% (1.00% Floor)		7/15/2018		7/18/2025		9,875,000		9,708,949		9,726,875		6.41	%

RPX Corporation⁽⁶⁾	Professional Services	3M L+6.00%		6/8/2018		6/8/2024		9,437,500		9,349,903		9,343,125		6.16	%

Sears Holding Company	Retail	3M L+7.25% (1.00% Floor)		2/11/2019		2/11/2024		2,000,000		1,980,275		1,980,000		1.31	%

Specialty Building Products Holdings LLC	Construction Materials	3M L+5.75%		9/25/2018		9/21/2025		10,000,000		9,858,124		9,850,000		6.50	%

Techniplas LLC	Auto Components	Fixed 10.00%		11/13/2018		5/1/2020		9,500,000		9,111,051		9,072,500		5.98	%

Total Senior Secured First Lien Debt Investments								250,765,513		240,576,154		238,586,716		157.29	%

Senior Secured Second Lien Debt Investments

AP NMT Acquisition BV^(6)(9)(10)	Media	3M L+9.00% (1.00% Floor)		8/12/2014		8/13/2022		15,000,000		14,413,001		14,943,750		9.86	%

Carlton Group⁽⁶⁾	Business Services	3M L+11.50% (1.00% Floor)		3/27/2019		9/30/2023		2,000,000		2,000,000		2,000,000		1.32	%

Lionbridge Technologies, Inc.⁽³⁾⁽⁶⁾	Commercial Services & Supplies	3M L+9.75% (1.00% Floor)		2/6/2017		2/28/2025		12,000,000		11,806,222		12,000,000		7.91	%

Premiere Global Services, Inc.⁽⁶⁾	Diversified Telecommunication Services	3M L+9.50% (1.00% Floor)		11/30/2016		6/6/2022		15,000,000		14,683,281		10,650,000		7.02	%

TouchTunes Interactive Networks, Inc.⁽⁶⁾	Media	1M L+8.25% (1.00% Floor)		5/4/2017		5/27/2022		12,000,000		11,987,390		12,000,000		7.91	%

ZeroChaos Parent, LLC⁽⁶⁾	Professional Services	2M L+8.25% (1.00% Floor)		11/21/2017		10/31/2023		8,000,000		7,885,804		7,860,000		5.18	%

Total Senior Secured Second Lien Debt Investments								64,000,000		62,775,698		59,453,750		39.20	%

See notes to unaudited consolidated financial statements.

CM Finance Inc and Subsidiaries

Consolidated Schedule of Investments (continued)

(Unaudited)

March 31, 2019


Investments⁽¹⁾⁽²⁾	Industry		Interest Rate	Initial Acquisition Date	Maturity Date		Principal Amount/ Shares⁽³⁾		Amortized Cost		Fair Value			% of Net Assets

Equity, Warrants and Other Investments

1888 Industrial Services, LLC (Equity Interest)^(4)(11)(14)		Energy Equipment & Services						11,880		—		1			0.00	%

PR Wireless, Inc., $0.01 strike (Warrants)⁽¹¹⁾		Wireless Telecommunication Services				6/27/2027		201		1,374,009		—			0.00	%

Zinc Acquisition Holdings, LP (Common Stock)⁽¹²⁾		Chemicals						523		523,000		1,046,000			0.68	%

Total Equity, Warrants and Other Investments								12,604		1,897,009		1,046,001			0.68	%

Total Non-Controlled/Non-Affiliates							$	314,778,117	$	305,248,861	$	299,086,467			197.17	%

Liabilities in excess other assets												(147,400,203	)		-97.17	%

Net Assets											$	151,686,264			100.00	%


	Industry		Interest Rate		Maturity Date		Notional Amount		Amortized Cost		Fair Value			% of Net Assets
Derivatives
Assets
Embedded derivative – Notes payable ^(11)(34)		Diversified Financial Services				12/5/2020	$	102,000,000	$	—	$	(148,533	)		-0.10	%
Embedded derivative – Notes payable ^(11)(13)		Diversified Financial Services				12/5/2019		50,000,000		—		50,066			0.03	%

Total Assets								152,000,000		—		(98,467	)		-0.06	%


Liabilities
Total Return Swap^(11)(13)		Diversified Financial Services		1M L+2.75%		12/5/2020		102,000,000		—		148,533			0.10	%
Embedded derivative – Notes payable ^(11)(34)		Diversified Financial Services				12/5/2019		50,000,000		—		(50,066	)		-0.03	%

Total Liabilities								152,000,000		—		98,467			0.06	%

Total Derivatives							$	304,000,000	$	—	$	—			0.00	%

(1)

The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and, therefore, are generally subject to limitations on resale, and may be deemed to be “restricted securities’’ under the Securities Act of 1933.

(2)	All investments are non-controlled and non-affiliated issuers unless otherwise noted. All investments are valued in good faith by the board of directors.

(3)	Principal amount includes capitalized PIK interest unless otherwise noted.

(4)	Effective 10/1/17, AAR Intermediate Holdings, LLC changed its name to 1888 Industrial Services, LLC.

(5)	Refer to Note 6 for more detail on the unfunded commitments.

(6)	A portion or all is held by the Company indirectly through CM Finance SPV Ltd. and pledged as collateral for the Total Return Swaps and pledged as collateral for the revolving credit facility held through UBS AG, London Branch.

(7)	Security, or a portion thereof, unsettled as of March 31, 2019.

(8)	First Lien Unitranche Last Out Investment, which accounts for 3.83% of our investment portfolio at fair value.

(9)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. Non-qualifying assets represent 8.76% of total assets.

See notes to unaudited consolidated financial statements.

CM Finance Inc and Subsidiaries

Consolidated Schedule of Investments (continued)

(Unaudited)

March 31, 2019

(10)	A portfolio company domiciled in the Netherlands. The jurisdiction of the security issuer may be a different country than the domicile of the portfolio company.

(11)	Securities are non-income producing.

(12)	Investments in Zinc Acquisition Holdings, LP are held through the Company’s wholly owned subsidiary, Zinc Borrower Blocker, LLC.

(13)	Refer to Note 5 for more detail on the Total Return Swaps and the Embedded derivatives—Notes Payable.

(14)	As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of this portfolio company because it owns 5% or more of the portfolio company’s outstanding voting securities.

(#)	Classified as non-accrual asset.

1M L – 1 month LIBOR (2.49 % as of March 31, 2019)

2M L – 2 month LIBOR (2.56 % as of March 31, 2019)

3M L – 3 month LIBOR (2.60 % as of March 31, 2019)

PIK – Payment-In-Kind

See notes to unaudited consolidated financial statements.

CM Finance Inc and subsidiaries

Consolidated Schedule of Investments

June 30, 2018


Investments⁽¹⁾⁽²⁾	Industry	Interest Rate	Initial Acquisition Date		Maturity Date		Principal Amount/ Shares⁽³⁾		Amortized Cost		Fair Value		% of Net Assets
Non-Controlled/Non-Affiliates
Senior Secured First Lien Debt Investments
1888 Industrial Services, LLC – Revolver⁽⁴⁾⁽⁵⁾	Energy Equipment & Services	3M L+5.00% (1.00% Floor)		10/11/2016		09/30/2021	$	2,376,238	$	1,683,168	$	1,683,168		0.98	%
1888 Industrial Services, LLC – Term A⁽⁴⁾	Energy Equipment & Services	3M L+5.00% (1.00% Floor)		9/30/2016		09/30/2021		4,950,495		4,950,495		4,950,495		2.89	%
1888 Industrial Services, LLC – Term B⁽³⁾⁽⁴⁾	Energy Equipment & Services	3M L+8.00% PIK (1.00% Floor)		9/30/2016		09/30/2021		11,687,047		5,912,941		8,765,286		5.11	%
American Gaming Systems Inc.⁽⁶⁾	Hotel, Restaurants & Leisure	3M L+4.25% (1.00% Floor)		2/9/2018		02/15/2024		20,400,451		20,400,451		20,400,451		11.89	%
CareerBuilder, LLC⁽⁶⁾	Professional Services	3M L+6.75% (1.00% Floor)		7/27/2017		07/27/2023		10,994,114		10,705,928		10,994,114		6.41	%
Deluxe Toronto Ltd.⁽⁶⁾	Media	3M L+5.50% (1.00% Floor)		6/29/2018		12/07/2020		5,000,000		4,950,000		4,950,000		2.89	%
Exela Intermedia LLC⁽⁷⁾	IT Services	3M L+6.50% (1.00% Floor)		6/5/2018		07/12/2023		5,468,354		5,524,248		5,524,678		3.22	%
Exela Intermedia LLC⁽⁷⁾	IT Services	Fixed 10.00%		6/19/2018		07/15/2023		5,500,000		5,685,426		5,685,900		3.32	%
FPC Holdings, Inc.⁽⁶⁾	Distributors	3M L+4.50% (1.25% Floor)		3/28/2018		11/18/2022		12,468,750		12,104,452		12,468,750		7.27	%
GEE Group, Inc.⁽⁶⁾⁽⁸⁾	Professional Services	2M L+13.75% (1.00% Floor)		3/26/2018		03/31/2021		12,286,453		12,286,453		12,286,453		7.16	%
Hostway Corp⁽⁶⁾	IT Services	3M L+5.75%		4/19/2018		12/13/2019		12,060,739		11,817,448		11,799,021		6.88	%
Immucor, Inc.⁽⁶⁾	Healthcare Equipment & Services	3M L+5.00% (1.00% Floor)		6/27/2017		06/15/2021		7,425,000		7,366,701		7,499,250		4.37	%
Liberty Oilfield Services LLC⁽⁶⁾⁽⁹⁾	Energy Equipment & Services	1M L+7.625% (1.00% Floor)		9/19/2017		09/19/2022		6,458,750		6,347,581		6,458,750		3.77	%
Montreign Operating Company, LLC⁽⁶⁾	Hotel, Restaurants & Leisure	1M L+8.25% (1.00% Floor)		12/16/2016		01/24/2023		13,199,738		13,246,185		12,935,744		7.54	%
Premiere Global Services, Inc.⁽⁶⁾⁽⁹⁾	Diversified Telecommunication Services	3M L+6.50% (1.00% Floor)		5/6/2016		12/08/2021		10,748,527		10,225,894		10,533,557		6.14	%
PR Wireless LLC⁽⁵⁾	Wireless Telecommunication Services	3M L+5.25% (1.00% Floor)		11/15/2017		06/27/2020		2,308,097		461,619		461,619		0.27	%
RPX Corporation	Professional Services	3M L+6.00%		6/8/2018		6/8/2024		10,000,000		9,900,190		9,900,000		5.77	%
U.S. Well Services, LLC^(3)(7)(9)	Energy Equipment & Services	1M L+9.00% (1.00% Floor)		2/1/2017		02/02/2022		9,633,228		9,684,648		9,633,228		5.62	%
U.S. Well Services, LLC – Revolver⁽⁵⁾	Energy Equipment & Services	2M L+6.00% (1.00% Floor)		2/1/2017		02/02/2022		920,856		705,852		705,852		0.41	%
Zinc Acquisition Holdings, LP⁽⁶⁾	Chemicals	3M L+10.00% (1.00% Floor)		10/9/2017		09/29/2024		7,500,000		7,430,251		7,500,000		4.37	%

Total Senior Secured First Lien Debt Investments								171,386,837		161,389,931		165,136,316		96.28	%

See notes to unaudited consolidated financial statements.

CM Finance Inc and subsidiaries

Consolidated Schedule of Investments – (continued)

June 30, 2018


Investments⁽¹⁾⁽²⁾	Industry	Interest Rate		Initial Acquisition Date		Maturity Date		Principal Amount/ Shares⁽³⁾		Amortized Cost		Fair Value			% of Net Assets
Senior Secured Second Lien Debt Investments
AP NMT Acquisition BV^(6)(9)(10)	Media		3M L+9.00% (1.00% Floor)		8/12/2014		08/13/2022	$	20,000,000	$	19,166,531	$	20,000,000			11.66	%
Caelus Energy Alaska 03, LLC⁽⁶⁾	Oil, Gas & Consumable Fuels		3M L+7.50% (1.25% Floor)		4/17/2014		04/15/2020		26,000,000		24,848,113		24,180,000			14.10	%
Intermedia Holdings, Inc.⁽⁶⁾	IT Services		3M L+9.50% (1.00% Floor)		1/3/2017		02/01/2025		5,000,000		4,911,867		5,000,000			2.91	%
International Wire Group, Inc.	Electronic Equipment		Fixed 10.75%		4/27/2017		08/01/2021		7,000,000		6,915,565		6,580,000			3.84	%
Lionbridge Technologies, Inc.⁽³⁾	Commercial Services & Supplies		1M L+9.75% (1.00% Floor)		2/6/2017		02/28/2025		12,000,000		11,789,661		12,000,000			7.00	%
Montrose Environmental Group, Inc.	Commercial Services & Supplies		3M L+9.50%		9/29/2017		09/30/2020		20,000,000		19,688,421		19,600,000			11.43	%
Premiere Global Services, Inc.⁽⁶⁾	Diversified Telecommunication Services		3M L+9.50% (1.00% Floor)		11/30/2016		06/06/2022		15,000,000		14,679,729		14,400,000			8.39	%
TouchTunes Interactive Networks, Inc.⁽⁶⁾	Media		1M L+8.25% (1.00% Floor)		5/4/2017		05/27/2022		7,000,000		6,977,435		7,000,000			4.08	%
Trident USA Health Services, LLC – Tranche A⁽³⁾	Healthcare Providers & Services		3M L+10.00% PIK (1.25% Floor)		11/29/2017		07/31/2020		2,612,643		2,493,712		377,266			0.22	%
Trident USA Health Services, LLC – Tranche B⁽³⁾	Healthcare Providers & Services		3M L+10.00% PIK (1.25% Floor)		11/29/2017		07/31/2020		20,956,435		20,018,194		10,203,688			5.95	%
ZeroChaos Parent, LLC⁽⁶⁾	Professional Services		3M L+8.25% (1.00% Floor)		11/21/2017		10/31/2023		8,000,000		7,871,114		7,860,000			4.58	%

Total Senior Secured Second Lien Debt Investments									143,569,078		139,360,342		127,200,954			74.16	%

Unsecured Debt Investments
Trident USA Health Services, LLC – Holdco A Note	Healthcare Providers & Services		—				07/31/2020		2,426,201		—		731,742			0.43	%

Total Unsecured Debt Investments									2,426,201		—		731,742			0.43	%

Equity, Warrants and Other Investments
1888 Industrial Services, LLC (Equity Interest)^(4)(11)(12)	Energy Equipment & Services								11,880		—		1			0.00	%
PR Wireless, Inc., $0.01 strike (Warrants)⁽¹¹⁾	Telecommunication Services						6/27/2027		201		1,374,009		—			0.00	%
Zinc Acquisition Holdings, LP (Common Stock)⁽¹³⁾	Chemicals		—						523		523,000		523,000			0.30	%

Total Equity, Warrants and Other Investments									12,604		1,897,009		523,001			0.30	%

Total Non-Controlled/Non-Affiliates								$	317,394,720	$	302,647,282	$	293,592,013			171.17	%

Liabilities in excess other assets													(122,069,347	)		(71.17	%)

Net Assets												$	171,522,666			100.00	%

See notes to unaudited consolidated financial statements.

CM Finance Inc and subsidiaries

Consolidated Schedule of Investments – (continued)

June 30, 2018


	Industry		Interest Rate		Maturity Date		Notional Amount		Amortized Cost		Fair Value			% of Net Assets
Derivatives
Assets
Embedded derivative – Notes payable^(11)(14)		Diversified Financial Services				12/5/2020	$	102,000,000	$	—	$	157,223			0.09	%
Embedded derivative – Notes payable^(11)(14)		Diversified Financial Services				12/5/2019		50,000,000		—		72,695			0.04	%

Total Assets								152,000,000		—		229,918			0.13	%

Liabilities
Total Return Swap^(11)(14)		Diversified Financial Services		1M L+2.75%		12/5/2020		102,000,000		—		(157,223	)		(0.09	%)
Embedded derivative – Notes payable^(11)(14)		Diversified Financial Services				12/5/2019		50,000,000		—		(72,695	)		(0.04	%)

Total Liabilities								152,000,000		—		(229,918	)		(0.13	%)

Total Derivatives							$	304,000,000	$	—	$	—			0.00	%

(1)

(2)	All investments are non-controlled and non-affiliated issuers. All investments are valued in good faith by the board of directors.

(3)	Principal amount includes capitalized PIK interest.

(4)	Effective 10/1/17, AAR Intermediate Holdings, LLC changed its name to 1888 Industrial Services, LLC.

(5)	Refer to Note 6 for more detail on the unfunded commitments.

(6)	A portion or all is held by the Company indirectly through CM Finance SPV Ltd. and pledged as collateral for the Total Return Swaps and pledged as collateral for the revolving credit facility held through UBS AG, London Branch .

(7)	Security, or a portion thereof, unsettled as of June 30, 2018.

(8)	First Lien Unitranche Last Out Investment, which accounts for 4.18% of our investment portfolio at fair value.

(9)

(10)	A portfolio company domiciled in the Netherlands. The jurisdiction of the security issuer may be a different country than the domicile of the portfolio company.

(11)	Securities are non-income producing.

(12)	CM Finance Inc’s investment in 1888 Industrial Services, LLC (Equity Interest) is held through its wholly owned subsidiary, CM Portfolio Companies LLC.

(13)	CM Finance Inc’s investments in Zinc Acquisition Holdings, LP are held through its wholly owned subsidiary, Zinc Borrower Blocker, LLC.

(14)	Refer to Note 5 for more detail on the Total Return Swaps and the Embedded derivatives—Notes Payable.

1M L — 1 month LIBOR (2.09% as of June 30, 2018)

3M L — 3 month LIBOR (2.34% as of June 30, 2018)

PIK — Payment-In-Kind

See notes to unaudited consolidated financial statements.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

Note 1. Organization

CM Finance Inc (“CMFN” or the “Company”), a Maryland corporation formed in May 2013, is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”) for U.S. federal income tax purposes. The Company is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 946 Financial Services – Investment Companies.

On February 11, 2014, the Company completed its initial public offering (the “Offering”), selling 7,666,666 shares of its common stock, par value $0.001, including the underwriters’ over-allotment, at a price of $15.00 per share with net proceeds of approximately $111.5 million.

CM Finance LLC, a Maryland limited liability company, commenced operations in March 2012. Immediately prior to the Offering, CM Finance LLC was merged with and into the Company (the “Merger”). In connection with the Merger, the Company issued 6,000,000 shares of common stock and $39.8 million in debt to the pre-existing CM Finance LLC investors, consisting of funds managed by Cyrus Capital Partners, L.P. (the “Original Investors” or the “Cyrus Funds”). The Company had no assets or operations prior to completion of the Merger and, as a result, the books and records of CM Finance LLC became the books and records of the Company, as the surviving entity. Immediately after the Merger, the Company issued 2,181,818 shares of its common stock to Stifel Venture Corp. (“Stifel”) in exchange for $32.7 million in cash. The Company used all of the proceeds of the sale of shares to Stifel to repurchase 2,181,818 shares of common stock from the Original Investors. Immediately after the completion of the Offering, the Company had 13,666,666 shares outstanding. The Company used a portion of the net proceeds of the Offering to repay 100% of the debt issued to the Original Investors in connection with the Merger.

Upon its election to be regulated as a BDC on February 5, 2014, the Company entered into an investment advisory agreement (the “Advisory Agreement”) and an administration agreement with CM Investment Partners LLC (the “Adviser”) as its investment adviser and administrator, respectively.

As a BDC, the Company is required to comply with certain regulatory requirements. For instance, as a BDC, the Company must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of total assets are qualifying assets. Qualifying assets include investments in “eligible portfolio companies.” Under the relevant Securities and Exchange Commission (“SEC”) rules, the term “eligible portfolio company” includes all private operating companies, operating companies whose securities are not listed on a national securities exchange, and certain public operating companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case organized and with their principal of business in the United States.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

From time-to-time, the Company may form taxable subsidiaries that are taxed as corporations for federal income tax purposes (the “Taxable Subsidiaries”). At March 31, 2019, the Company had one Taxable Subsidiary: Zinc Borrower Blocker, LLC; at June 30, 2018, the Company had four Taxable Subsidiaries: CM Portfolio Companies LLC, U.S. Well Services Blocker, LLC, Bird Electric Blocker, LLC, and Zinc Borrower Blocker, LLC. The Taxable Subsidiaries allow the Company to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements applicable to a RIC under the Code.

Note 2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Company.

a. Basis of Presentation

The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and all values are stated in U.S. dollars, unless noted otherwise. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the periods included herein as required by U.S. GAAP. These adjustments are normal and recurring in nature.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the fair value of investments and other amounts reported in the consolidated financial statements and accompanying notes. Management believes that the estimates utilized in preparing the Company’s consolidated financial statements are reasonable and prudent. Actual results could differ materially from these estimates. All material inter-company balances and transactions have been eliminated.

As permitted under Regulation S-X and ASC Topic 946, the Company will generally not consolidate its investment in a portfolio company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries, CM Finance SPV Ltd. (“SPV”) and CM Finance SPV LLC (“LLC”), which are special purpose vehicles used to finance certain investments, and Zinc Borrower Blocker, LLC in its consolidated financial statements. All intercompany balances and transactions have been eliminated.

b. Revenue Recognition, Security Transactions, and Realized/Unrealized Gains or Losses

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Origination, closing, commitment, and amendment fees, purchase and original issue discounts associated with loans to portfolio companies are accreted into interest income over the respective terms of the applicable loans. Accretion of discounts or premiums is calculated by the effective interest or straight-line method, as applicable, as of the purchase date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties are included in other fee income and unamortized fees and discounts are recorded as interest income and are non-recurring in nature.

Loans are placed on non-accrual status when principal or interest payments are past due 90 days or more or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

as income or applied to principal depending upon management’s judgment about ultimate collectability of principal. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.

Dividend income is recorded on the ex-dividend date.

Origination, closing, commitment, and amendment fees, purchase and original issue discounts associated with loans to portfolio companies are accreted into interest income over the respective terms of the applicable loans. Accretion of discounts or premiums is calculated by the effective interest or straight-line method, as applicable, as of the purchase date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties are included in other fee income and unamortized fees and discounts are recorded as interest income and are non-recurring in nature. During the three and nine months ended March 31, 2019, $1,002,568 and $2,018,491 of prepayment penalties and unamortized discounts upon prepayment were recorded as interest income, respectively. During the three and nine months ended March 31, 2018, $1,393,376 and $2,633,499 of prepayment penalties and unamortized discounts upon prepayment were recorded as interest income, respectively.

Investment transactions are accounted for on a trade-date basis. Realized gains or losses on investments are determined by calculating the difference between the net proceeds from the disposition and the amortized cost basis of the investments, without regard to unrealized gains or losses previously recognized. Realized gains or losses on the sale of investments are calculated using the specific identification method. The Company reports changes in fair value of investments as a component of the net change in unrealized appreciation (depreciation) on investments in the Unaudited Consolidated Statements of Operations.

Management reviews all loans that become 90 days or more past due on principal or interest or when there is reasonable doubt that principal or interest will be collected for possible placement on non-accrual status. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although management may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection.

The Company may hold debt investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision. PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is recorded on an accrual basis to the extent that such amounts are expected to be collected. PIK interest is not accrued if the Company does not expect the issuer to be able to pay all principal and interest when due. The Company earned PIK interest of $0 and $953,928 during the three and nine months ended March 31, 2019, respectively. The Company earned PIK interest of $1,322,134 and $2,336,651 during the three and nine months ended March 31, 2018, respectively.

The Company may hold equity investments in its portfolio that contain a PIK dividend provision. PIK dividends, which represent contractual dividend payments added to the investment balance, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company earned no PIK dividends during the three and nine months ended March 31, 2019. The Company earned PIK dividends of $143,750 and $333,333 during the three and nine months ended March 31, 2018, respectively.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

c. Paid In Capital

The Company records the proceeds from the sale of its common stock to common stock and additional paid-in capital, net of commissions and marketing support fees.

d. Net Increase in Net Assets Resulting from Operations per Share

The net increase in net assets resulting from operations per share is calculated based upon the weighted average number of shares of common stock outstanding during the reporting period.

e. Distributions

Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend or distribution is determined by the Company’s board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are generally distributed annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any distributions the Company pays in cash on behalf of the Company’s stockholders, unless a stockholders elects to receive cash. As a result, if the Company’s board of directors declares, and the Company pays, a cash distribution, then the Company’s stockholders who have not “opted out” of the Company’s dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution.

f. Cash and Restricted Cash

Cash and restricted cash consist of bank demand deposits. The Company deposits its cash in financial institutions and, at times, such balance may be in excess of the Federal Deposit Insurance Corporation insurance limits. All of the Company’s cash deposits are held at large established high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote. The Company has restrictions on the uses of the cash held by SPV and LLC based on the terms of the Notes Payable. For more information on the Notes Payable, see Note 5.

g. Deferred Offering Costs

Deferred offering costs consist of fees and expenses incurred in connection with the offer and sale of the Company’s common stock and bonds, including legal, accounting, printing fees, and other related expenses, as well as costs incurred in connection with the filing of a shelf registration statement. These costs are capitalized when incurred and recognized as a reduction of offering proceeds when the offering is completed.

h. Investment Transactions and Expenses

Purchases of loans, including revolving credit agreements, are recorded on a fully committed basis until the funded and unfunded portions are known or estimable, which in many cases may not be until settlement.

Expenses are accrued as incurred.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

Deferred debt issuance costs, incurred in connection with the Company’s Notes Payable, are amortized using the straight line method over the life of the notes.

Offering costs were charged to paid-in capital upon the sale of shares in the Offering.

i. Investment Valuation

The Company applies fair value accounting to all of its financial instruments in accordance with the 1940 Act and ASC Topic 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC 820, the Company has categorized its investments and financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as discussed in Note 4. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.

Fair value is defined as the price that would be received upon a sale of an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (a) are independent of us, (b) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (c) are able to transact for the asset, and (d) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

Securities that are traded on securities exchanges (including such securities traded in the after hour’s market) are valued on the basis of the closing price on the valuation date (if such prices are available). Securities that are traded on more than one securities exchange are valued at the closing price on the primary securities exchange on which such securities are traded on the valuation date (or if reported on the consolidated tape, then their last sales price on the consolidated tape). Listed options for which the last sales price falls between the last “bid” and “ask” prices for such options are valued at their last sales price on the date of the valuation on the primary securities exchange on which such options are traded. Options for which the last sales price on the valuation date does not fall between the last “bid” and “ask” prices are valued at the average of the last “bid” and “ask” prices for such options on that date. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. The Company held no Level 1 investments as of March 31, 2019 and June 30, 2018.

Investments that are not traded on securities exchanges but are traded on the over-the-counter (“OTC”) markets (such as term loans, notes and warrants) are valued using various techniques, which may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (when observable) and fundamental data relating to the issuer. These investments are categorized in Level 2 of the fair value hierarchy, or in instances when lower relative weight is placed on transaction prices, quotations, or similar observable inputs, they are categorized in Level 3.

The embedded derivative in the Term Notes and the 2017 Revolving Notes (as defined in Note 5) payable from SPV to UBS AG, London Branch (together with its affiliates, “UBS”) and total return swaps referencing the terms of the Term Notes payable and the total return of the 2017 Revolving Notes referencing the 2017

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

Revolving Notes (together, the “TRS”) are valued based on the change in fair value and the underlying accrued interest of the portfolio of assets held in SPV less the accrued interest payable on the financing due to the TRS counterparty, UBS. Consideration has been given to counterparty risk. The Company has assessed the unsecured risk of the counterparty, UBS, in the form of credit ratings and the trading levels of that risk and has determined that the counterparty risk is minimal. The Company also notes that counterparty risk is further mitigated by the monthly settlement of both the interest portion of the embedded derivative referencing the Term Notes and the 2017 Revolving Notes payable and the TRS. If the Company were to determine that counterparty risk were material, an adjustment to the fair value of the TRS would be made. The embedded derivative in the Term Notes and the 2017 Revolving Notes payable and the TRS have been categorized in Level 3 of the fair value hierarchy. See Note 4 and Note 5 for more detail.

Investments for which market quotations are not readily available or may be considered unreliable are fair valued, in good faith, using a method determined to be appropriate in the given circumstances. The valuation methods used include the Cost Approach, the Market Approach and the Income Approach. Inputs used in these approaches may include, but are not limited to, interest rate yield curves, credit spreads, recovery rates, comparable company transactions, trading multiples, and volatilities. The valuation method of the Company may change as changes in the underlying company dictates, such as moving from the Cost Approach to Market Approach when underlying conditions change at the company. Because of the inherent uncertainty of valuation in these circumstances, the fair values for the aforementioned investments may differ significantly from values that would have been used had a ready and liquid market for such investments existed or from the amounts that might ultimately be realized, and such differences could be material.

The Company’s valuation policies and procedures are developed by the Adviser, which is also responsible for ensuring that the valuation policies and procedures are consistently applied across all investments of the Company, and approved by the Company’s board of directors. The valuations are continuously monitored and the valuation process for Level 3 investments is completed on a quarterly basis and is designed to subject the valuation of Level 3 investments to an appropriate level of consistency, oversight and review. The valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Adviser responsible for the portfolio investment. These investment professionals prepare the preliminary valuations based on their evaluation of financial and operating data, company specific developments, market valuations of comparable securities from the same company or that of comparable companies as well as any other relevant factors including recent purchases and sales that may have occurred preceding month-end.

Valuation models are typically calibrated upon initial funding, and are re-calibrated as necessary upon subsequent material events (including, but not limited to additional financing activity, changes in comparable companies, and recent trades). The preliminary valuation conclusions are then documented and discussed with senior management of the Adviser. On a periodic basis and at least once annually, independent valuation firm(s) engaged by the Company conduct independent appraisals and review the Adviser’s preliminary valuations and make their own independent assessment. The Valuation Committee of the Company’s board of directors then reviews the preliminary valuations of the Adviser and that of the independent valuation firm(s). The Valuation Committee discusses the valuations and makes a recommendation to the Company’s board of directors regarding the fair value of each investment in good faith based on the input of the Adviser and the independent valuation firm(s). Upon recommendation by the Valuation Committee and a review of the valuation materials of the Adviser and the third party independent valuation firm(s), the board of directors of the Company determines, in good faith, the fair value of each investment.

For more information on the classification of the Company’s investments by major categories, see Note 4.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The fair value of the Company’s assets and liabilities that qualify as financial instruments under U.S. GAAP approximates the carrying amounts presented in the Unaudited Consolidated Statements of Assets and Liabilities.

j. Income Taxes

The Company has elected to be treated, for U.S. federal income tax purposes, as a RIC under Subchapter M of the Code. To qualify, and maintain qualification, as a RIC, the Company must, among other things, meet certain source of income and asset diversification requirements and distribute to stockholders, for each taxable year, at least 90% of the Company’s “investment company taxable income,” which is generally the Company’s net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. If the Company continues to qualify as a RIC and continues to satisfy the annual distribution requirement, the Company will not have to pay corporate level federal income taxes on any income that the Company distributes to its stockholders. The Company intends to make distributions in an amount sufficient to maintain its RIC status each year and to avoid paying any federal income taxes on income. The Company will also be subject to nondeductible federal excise taxes if the Company does not distribute to its stockholders at least 98% of net ordinary income, 98.2% of capital gains, if any, and any recognized and undistributed income from prior years for which it paid no federal income taxes. Additionally, certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state income taxes. The Company did not record a provision for taxes for the three and nine months ended March 31, 2019 and for the three and nine months ended March 31, 2018 for U.S. federal and state income taxes related to the Taxable Subsidiaries. On March 5, 2019, the Company paid $131,304 in federal excise taxes attributable to the year ended June 30, 2018.

Book and tax basis differences that are permanent differences are reclassified among the Company’s capital accounts, as appropriate at year-end. Additionally, the tax character of distributions is determined in accordance with the Code, which differs from U.S. GAAP. During the three and nine months ended March 31, 2019, the Company recorded distributions of $3.4 million and $10.2 million, respectively. During the three and nine months ended March 31, 2018, the Company recorded distributions of $3.4 million and $10.3 million, respectively. The tax character of a portion of these distributions may be return of capital.

U.S. GAAP requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. The Company’s policy is to recognize accrued interest and penalties associated with uncertain tax positions as part of the tax provision.

The Company has analyzed such tax positions and has concluded that no unrecognized tax benefits should be recorded for uncertain tax positions for any tax year since inception. Each of the tax years since inception remains subject to examination by taxing authorities. This conclusion may be subject to review and adjustment at a later date based on factors, including but not limited to, ongoing analysis and changes to laws, regulations, and interpretations thereof.

Permanent differences between investment company taxable income and net investment income for financial reporting purposes are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. During the year ended June 30, 2018, the Company reclassified for book purposes amounts

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

arising from permanent book/tax differences related to the different tax treatment of paydown gains and losses, and income/(loss) from wholly owned subsidiaries as follows:


	As of June 30, 2018
Additional paid-in capital	$	—
Distributions in excess of net investment income		—
Accumulated net realized gain (loss)		—

The tax character of all distributions paid by the Company during the year ended June 30, 2018 was ordinary income.

At June 30, 2018, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Statement of Assets and Liabilities by temporary and other book/tax differences, primarily relating to the tax treatment of dividends payable and non-deductible incentive fee income unvested, as follows:


	As of June 30, 2018
Undistributed net investment income	$	7,140,649
Accumulated capital gains (losses) and other		(2,474,763	)
Capital loss carryover		(18,612,517	)
Unrealized appreciation (depreciation)		(9,055,269	)
Distributions payable		(3,417,848	)

Components of tax distributable earnings at year end	$	(26,419,748	)

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. These capital losses can be carried forward for an indefinite period, and will retain their character as either short-term or long-term capital losses. As of June 30, 2018, the Company had a net short-term capital loss carryforward of $1,068,849 and a net long-term capital loss carryforward of $17,543,668 available to be carried forward for an indefinite period.

A RIC may elect to defer any capital losses incurred after October 31, 2017 (“post-October”) to the beginning of the following fiscal year. As of June 30, 2018, the Company had a post-October short-term capital loss deferral of $202,160 and a post-October long-term capital loss deferral of $2,272,603. These losses are deemed to arise on July 1, 2018.

In addition, as of June 30, 2018, the wholly-owned taxable subsidiary recorded a deferred tax asset and a corresponding valuation allowance of approximately $172,769.

k. Capital Gains Incentive Fee

Under U.S. GAAP, the Company calculates the capital gains incentive fee payable to the Adviser as if the Company had realized all investments at their fair values as of the reporting date. Accordingly, the Company accrues a provisional capital gains incentive fee taking into account any unrealized gains or losses. As the provisional capital gains incentive fee is subject to the performance of investments until there is a realization event, the amount of provisional capital gains incentive fee accrued at a reporting date may vary from the incentive fee that is ultimately realized and the differences could be material.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The cost basis used to compute gains and losses for the purpose of determining incentive fees is the fair value of the Company’s investments on February 5, 2014, at the time the Company priced the Offering.

As of March 31, 2019 and June 30, 2018, there was no capital gains incentive fee payable to the Adviser under the Advisory Agreement.

l. Share Repurchase Program

On May 2, 2018, the Company’s board of directors authorized a discretionary repurchase program of up to $5.0 million shares of the Company’s common stock, until the earlier of (i) May 1, 2019 or (ii) the repurchase of $5.0 million in aggregate amount of the common stock unless extended by the Company’s board of directors. Under the discretionary repurchase program, the Company may, but is not obligated to, repurchase the outstanding common stock from time to time in the open market provided that the Company complies with the prohibitions under its insider trading policies and procedures and the applicable provisions of the 1940 Act, and the Securities Exchange Act of 1934, as amended. In addition, any repurchases will be conducted in accordance with the 1940 Act. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities and no assurances can be given that any common stock, or any particular amount, will be purchased. The Company will retire immediately all shares of common stock that are purchased in connection with the share repurchase program. During the three months ended March 31, 2019, the Company did not repurchase shares of its common stock on the open market. During the nine months ended March 31, 2019, the Company repurchased 42,214 shares of its common stock on the open market for $358,531 (including commissions). Refer to Note 11 for additional information concerning share repurchases.

Note 3. Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial statements upon adoption.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The updated guidance modifies the disclosure requirements on fair value measurements by (1) removing certain disclosure requirements including policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy, (2) amending disclosure requirements related to measurement uncertainty from the use of significant unobservable inputs, and (3) adding certain new disclosure requirements including changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein, with early adoption permitted. The Company is currently evaluating the effect on its consolidated financial statements and related disclosures.

On August 17, 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. The Company has adopted the amendments pertinent to Regulation S-X. The amendments impacted certain disclosure presentation on the Consolidated Statements of Assets and Liabilities, Statements of Changes in Net Assets and notes to the consolidated financial statements.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

Certain items in the March 31, 2018 consolidated financial statements have been reclassified to conform to the March 31, 2019 presentation with no effect on net income.

Note 4. Investments

The Company’s investments, at any time, may include securities and other financial instruments, including, without limitation, corporate and government bonds, convertible securities, collateralized loan obligations, term loans, trade claims, equity securities, privately negotiated securities, direct placements, working interests, warrants and investment derivatives (such as credit default swaps, recovery swaps, total return swaps, options, forward contracts, and futures) (all of the foregoing collectively referred to in these financial statements as “investments”).

a. Certain Risk Factors

In the ordinary course of business, the Company manages a variety of risks including market risk, liquidity risk and credit risk. The Company identifies, measures and monitors risk through various control mechanisms, including trading limits and diversifying exposures and activities across a variety of instruments, markets and counterparties.

Market risk is the risk of potential adverse changes to the value of financial instruments because of changes in market conditions, including as a result of changes in the credit quality of a particular issuer, credit spreads, interest rates, and other movements and volatility in security prices or commodities. In particular, the Company may invest in issuers that are experiencing or have experienced financial or business difficulties (including difficulties resulting from the initiation or prospect of significant litigation or bankruptcy proceedings), which involves significant risks. The Company manages its exposure to market risk through the use of risk management strategies and various analytical monitoring techniques.

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

Credit risk is the potential loss the Company may incur from a failure of an issuer to make payments according to the terms of a contract. The Company is subject to credit risk because of its strategy of investing in the debt of leveraged companies and its involvement in derivative instruments. The Company’s exposure to credit risk on its investments is limited to the fair value of the investments. The Company’s TRS contracts are executed pursuant to an International Swaps and Derivatives Association (“ISDA”) master agreement (the “ISDA Agreement”) that the Company currently has in place with UBS. At March 31, 2019 and June 30, 2018, the Company had all of its counterparty credit risk associated with non-performance for swaps with UBS. With regard to derivatives, the Company attempts to limit its credit risk by considering its counterparty’s (or its guarantor’s) credit rating. The Company’s policy is to not hold counterparty collateral on ISDA Agreements, but would do so if the exposure were material.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

b. Investments

Investment purchases, sales and principal payments/paydowns are summarized below for the three and nine months ended March 31, 2019 and March 31, 2018, respectively. These purchase and sale amounts exclude derivative instruments.


	Three months ended March 31,				Nine months ended March 31,
	2019		2018		2019		2018
Investment purchases, at cost (including PIK interest)	$	65,620,872	$	53,067,265	$	170,642,355	$	136,122,142
Investment sales and repayments		46,538,203		44,015,616		147,675,802		98,857,993

The composition of the Company’s investments as of March 31, 2019, as a percentage of the total portfolio, at amortized cost and fair value, are as follows:


	Investment at Amortized Cost		Percentage			Investments at Fair Value			Percentage
Senior Secured First Lien Debt Investments	$	229,123,451		75.06	%	$	227,134,013			75.94	%
Unitranche First Lien Debt Investment		11,452,703		3.75			11,452,703			3.83
Senior Secured Second Lien Debt Investment		62,775,698		20.57			59,453,750			19.88
Unsecured Debt Investments		—		—			—			—
Equity, Warrants and Other Investments		1,897,009		0.62			1,046,001			0.35
Embedded Derivative — Notes Payable		—		—			(98,467	)		(0.03	)
Total Return Swap		—		—			98,467			0.03

Total	$	305,248,861		100.00	%	$	299,086,467			100.00	%

The composition of the Company’s investments as of June 30, 2018, as a percentage of the total portfolio, at amortized cost and fair value, are as follows:


	Investment at Amortized Cost		Percentage			Investments at Fair Value			Percentage
Senior Secured First Lien Debt Investments	$	161,389,931		53.40	%	$	165,136,316			56.30	%
Senior Secured Second Lien Debt Investments		139,360,342		46.00			127,200,954			43.30
Unsecured Debt Investments		—		—			731,742			0.20
Equity, Warrants and Other Investments		1,897,009		0.60			523,001			0.20
Embedded Derivative—Notes Payable		—		—			229,918			0.08
Total Return Swap		—		—			(229,918	)		(0.08	)

Total	$	302,647,282		100.00	%	$	293,592,013			100.00	%

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The Company uses Global Industry Classification Standard (“GICS”) codes to identify the industry groupings in its portfolio. The following table shows the portfolio composition by industry grouping at fair value at March 31, 2019:


Industry Classification	Investments at Fair Value		Percentage of Total Portfolio
Professional Services	$	41,735,059		13.96	%
Media		31,906,062		10.67	%
Energy Equipment & Services		31,347,450		10.48	%
Commercial Services & Supplies		26,700,000		8.93	%
Construction & Engineering		21,244,063		7.10	%
Diversified Telecommunication Services		18,678,603		6.25	%
Distributors		17,717,350		5.92	%
Containers & Packaging		12,976,429		4.34	%
Hotels, Restaurants & Leisure		12,181,212		4.07	%
Technology Hardware, Storage & Peripherals		10,929,179		3.66	%
IT Services		10,894,904		3.64	%
Construction Materials		9,850,000		3.29	%
Household Durables		9,500,000		3.18	%
Internet Software & Services		9,213,674		3.08	%
Auto Components		9,072,500		3.03	%
Business Services		7,904,947		2.64	%
Health Care Equipment & Supplies		7,368,750		2.46	%
Chemicals		5,771,000		1.93	%
Wireless Telecommunication Services		2,115,285		0.71	%
Retail		1,980,000		0.66	%

Total	$	299,086,467		100.00	%

The following table shows the portfolio composition by industry grouping at fair value at June 30, 2018:


Industry Classification	Investments at Fair Value		Percentage of Total Portfolio
Professional Services	$	41,040,567		13.98	%
Hotels, Restaurants & Leisure		33,336,195		11.36
Energy Equipment & Services		32,196,779		10.97
Media		31,950,000		10.88
Commercial Services & Supplies		31,600,000		10.76
IT Services		28,009,599		9.54
Diversified Telecommunication Services		24,933,557		8.49
Oil, Gas & Consumable Fuels		24,180,000		8.24
Distributors		12,468,750		4.25
Healthcare Providers & Services		11,312,696		3.85
Chemicals		8,023,000		2.73
Healthcare Equipment & Supplies		7,499,250		2.55
Electronic Equipment		6,580,000		2.24
Wireless Telecommunication Services		461,620		0.16

Total	$	293,592,013		100.00	%

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The following table shows the portfolio composition by geographic grouping at fair value at March 31, 2019:


	Fair Value		Percentage of Total Portfolio
U.S. Northeast	$	109,458,041		36.60	%
U.S. Midwest		52,961,847		17.71	%
U.S. Southeast		50,511,341		16.89	%
U.S. Southwest		26,443,625		8.84	%
U.S. West		25,205,301		8.43	%
International		19,906,062		6.65	%
U.S. Mid-Atlantic		14,600,250		4.88	%

Total	$	299,086,467		100.00	%

The following table shows the portfolio composition by geographic grouping at fair value at June 30, 2018:


	Fair Value		Percentage of Total Portfolio
U.S. West	$	74,078,950		25.23	%
U.S. Northeast		57,586,322		19.62
U.S. Southeast		53,203,880		18.12
U.S. Southwest		43,208,281		14.72
U.S. Midwest		29,251,885		9.96
International		24,950,000		8.50
U.S. Mid-Atlantic		11,312,695		3.85

Total	$	293,592,013		100.00	%

The Company’s primary investment objective is to maximize total return to stockholders in the form of current income and capital appreciation by investing directly in debt and related equity of privately held middle-market companies to help these companies fund acquisitions, growth or refinancing. During the nine months ended March 31, 2019, the Company made investments in nine new portfolio companies of approximately $74.0 million to which it was not previously contractually committed to provide financial support. During the nine months ended March 31, 2019, the Company made investments of $29.2 million in companies to which it was previously committed to provide financial support through the terms of the revolvers. The details of the Company’s investments have been disclosed on the Unaudited Consolidated Schedule of Investments.

c. Derivatives

Derivative contracts include total return swaps and embedded derivatives in Notes Payable. The Company may enter into derivative contracts as part of its investment strategies.

The Company and UBS entered into two TRS transactions whereby the Company will receive the total return of the Term Notes and the Revolving Notes (as defined in Note 5) purchased by UBS and pay the Financing Rate and the Revolver Financing Rate (both as defined in Note 5). Therefore, amounts required for the future satisfaction of the swaps may be greater or less than the amount recorded. Realized and change in unrealized gains and losses on total return swaps, if any, are included in the net realized gain or loss on derivative, and net change in unrealized appreciation (depreciation) on derivative in the Consolidated Statements of Operations.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

In connection with the TRS transactions, the Company entered into an ISDA Agreement with UBS. The ISDA Agreement includes provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Agreement, the Company typically may offset with the counterparty certain derivative payable and/or receivable with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

The Company’s ISDA Agreement may contain provisions for early termination of over-the-counter derivative transactions in the event the net assets of the Company decline below specific levels (“net asset contingent features”). If these levels are triggered, the Company’s counterparty has the right to terminate such transaction and require the Company to pay or receive a settlement amount in connection with the terminated transaction.

The Company has determined that the Term Notes payable from SPV to UBS related to the Term Financing (discussed further in Note 5) contains an embedded derivative. SPV is obligated to pay UBS the net appreciation (depreciation) of the SPV Assets, as defined below, as well as pay any income generated by the SPV Assets until maturity. Therefore, amounts required for the future satisfaction of the note may be greater or less than the amount recorded. Realized and change in unrealized gains and losses on the embedded derivative is included in the net realized gain or loss on derivatives, and net change in unrealized appreciation (depreciation) on derivative in the Unaudited Consolidated Statements of Operations.

The following table reflects the fair value and notional amount or number of contracts of the Company’s derivative contracts, none of which were designated as hedging instruments under U.S. GAAP, which are presented on a gross basis, at March 31, 2019.


	Assets			Liabilities			Notional		Contracts
Credit Risk:
Total Return Swaps	$	—		$	(98,467	)	$	152,000,000		2
Embedded Derivatives:
Notes Payable		(98,467	)		—			152,000,000		2

Gross fair value of derivative contracts		(98,467	)		(98,467	)
Counterparty netting		—			—

Net fair value of derivative contracts		(98,467	)		(98,467	)
Collateral not offset		—			—

Net amount	$	(98,467	)	$	(98,467	)

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019


	Assets		Liabilities		Notional		Contracts
Credit Risk:
Total Return Swaps	$	—	$	229,918	$	152,000,000		2
Embedded Derivatives:
Notes Payable		229,918		—		152,000,000		2

Gross fair value of derivative contracts		229,918		229,918
Counterparty netting		—		—

Net fair value of derivative contracts		229,918		229,918
Collateral not offset		—		—

Net amount	$	229,918	$	229,918

The following table reflects the amount of gains (losses) on derivatives included in the Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, 2019 and March 31, 2018, respectively. None of the derivatives were designated as hedging instruments under U.S. GAAP.


	Included in net change in unrealized appreciation (depreciation) on investments and derivatives
	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019			2018
Total Return Swaps	$	(4,087	)	$	(79,170	)	$	(328,385	)	$	5,135,444
Embedded Derivatives - Notes Payable		4,087			79,170			328,385			(5,135,444	)

Total	$	—		$	—		$	—		$	—

d. Fair Value Measurements

ASC 820 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and a valuation hierarchy that prioritizes the inputs used in the valuation of an asset or liability based upon their transparency. The valuation hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assets and liabilities measured at fair value have been classified in the following three categories:

Level 1 – valuation is 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 – valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as (a) quoted prices for similar assets or liabilities in

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

active markets; (b) quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly; (c) inputs other than quoted prices that are observable for the asset or liability; or (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – valuation is based on unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. However, the fair value measurement objective remains the same, that is, an exit price from the perspective of a market participant that holds the asset or owes the liability. Therefore, unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Unobservable inputs are developed based on the best information available under the circumstances, which might include the Company’s own data. The Company’s own data used to develop unobservable inputs is adjusted if information is reasonably available without undue cost and effort that indicates that market participants would use different assumptions.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of the market and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

Estimates of fair value for cash and restricted cash are measured using observable, quoted market prices, or Level 1 inputs. All other fair value significant estimates are measured using unobservable inputs, or Level 3 inputs.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The following table summarizes the classifications within the fair value hierarchy of the Company’s assets and liabilities measured at fair value as of March 31, 2019:


	Level 1		Level 2		Level 3			Total
Assets

Investments
Senior Secured First Lien Debt Investments	$	—	$	—	$	238,586,716		$	238,586,716
Senior Secured Second Lien Debt Investments		—		—		59,453,750			59,453,750
Unsecured Debt Investment		—		—		—			—
Equity, Warrants and Other Investments		—		—		1,046,001			1,046,001

Total Investments		—		—	$	299,086,467		$	299,086,467
Derivatives
Embedded Derivatives - Notes Payable		—		—		98,467			98,467

Total Derivatives						98,467			98,467
Total Assets	$	—	$	—	$	299,184,934		$	299,184,934

Liabilities
Derivatives
Total Return Swaps	$	—	$	—	$	(98,467	)	$	(98,467	)

Total Derivatives		—		—		(98,467	)		(98,467	)

Total Liabilities	$	—	$	—	$	(98,467	)	$	(98,467	)

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The following table summarizes the classifications within the fair value hierarchy of the Company’s assets and liabilities measured at fair value as of June 30, 2018:


	Level 1		Level 2		Level 3			Total
Assets

Investments
Senior Secured First Lien Debt Investments	$	—	$	—	$	165,136,316		$	165,136,316
Senior Secured Second Lien Debt Investments		—		—		127,200,954			127,200,954
Unsecured Debt Investment		—		—		523,001			523,001
Equity, Warrants and Other Investments		—		—		731,742			731,742

Total Investments		—		—		293,592,013			293,592,013
Derivatives
Embedded Derivatives - Notes Payable		—		—		229,918			229,918

Total Derivatives		—		—		229,918			229,918

Total Assets	$	—	$	—	$	293,821,931		$	293,821,931

Liabilities
Derivatives
Total Return Swaps	$	—	$	—	$	(229,918	)	$	(229,918	)

Total Derivatives		—		—		(229,918	)		(229,918	)

Total Liabilities	$	—	$	—	$	(229,918	)	$	(229,918	)

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended March 31, 2019:


	Senior Secured First Lien Debt Investments			Senior Secured Second Lien Debt Investments			Unsecured Debt Investment			Equity, Warrants and Other Investments		Total Investments
Balance as of June 30, 2018	$	165,136,316		$	127,200,954		$	731,742		$	523,001	$	293,592,013
Purchases (including PIK interest)		153,163,986			16,706,250			—			—		169,870,236
Sales		(75,079,552	)		(72,596,250	)		—			—		(147,675,802	)
Amortization		1,008,043			1,993,768			—			—		3,001,811
Net realized gains (losses)		93,750			(22,688,414	)		—			—		(22,594,664	)
Transfers in		—			—			—			—		—
Transfers out		—			—			—			—		—
Net change in unrealized (depreciation) appreciation		(5,735,827	)		8,837,442			(731,742	)		523,000		2,892,873

Balance as of March 31, 2019	$	238,586,716		$	59,453,750		$	—		$	1,046,001	$	299,086,467

Change in unrealized gains (losses) relating to assets and liabilities still held as of March 31, 2019	$	(5,320,245	)	$	(4,097,477	)	$	—		$	523,000	$	(8,894,722	)


	Total Return Swaps			Embedded Derivatives - Notes Payable			Total Derivatives
Balance as of June 30, 2018	$	(229,918	)	$	229,918		$	—
Net change in unrealized (depreciation) appreciation		328,385			(328,385	)		—

Balance as of March 31, 2019	$	98,467		$	(98,467	)	$	—

Change in unrealized gains (losses) relating to assets and liabilities still held as of March 31, 2019	$	5,928,968		$	(5,928,968	)	$	—

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended March 31, 2018:


	Senior Secured First Lien Debt Investments			Senior Secured Second Lien Debt Investments			Unsecured Debt Investments		Equity, Warrants and Other Investments		Total Investments
Balance as of June 30, 2017	$	127,103,981		$	126,593,792		$	—	$	1,209,398	$	254,907,171
Purchases (including PIK interest)		107,140,029			28,125,780			—		856,333		136,122,142
Sales		(79,766,309	)		(19,091,684	)		—		—		(98,857,993	)
Amortization		2,542,737			838,009			—		—		3,380,746
Net realized gains (losses)		(124,433	)		(7,494,333	)		—		—		(7,618,766	)
Transfers in		—			—			—		7,518,750		7,518,750
Transfers out		—			(7,518,750	)		—		—		(7,518,750	)
Net change in unrealized (depreciation) appreciation		(849,722	)		4,618,650			739,991		4,759,067		9,267,936

Balance as of March 31, 2018	$	156,046,233		$	126,071,464		$	739,991	$	14,343,548	$	297,201,236

Change in unrealized gains (losses) relating to assets and liabilities still held as of March 31, 2018	$	(653,811	)	$	(7,463,679	)	$	739,991	$	4,759,066	$	(2,618,433	)


	Total Return Swaps			Embedded Derivatives - Notes Payable			Total Derivatives
Balance as of June 30, 2017	$	(5,830,501	)	$	5,830,501		$	—
Net change in unrealized (depreciation) appreciation		5,135,444			(5,135,444	)		—

Balance as of March 31, 2018	$	(695,057	)	$	695,057		$	—

Change in unrealized gains (losses) relating to assets and liabilities still held as of March 31, 2018	$	5,135,365		$	(5,135,365	)	$	—

Transfers into Level 3 during or at the end of the reporting period are reported under Level 1 or Level 2 as of the beginning of the period. Transfers out of Level 3 during or at the end of the reporting period are reported under Level 3 as of the beginning of the period. Changes in unrealized gains (losses) relating to Level 3 instruments are included in net change in unrealized (depreciation) appreciation on investments and derivatives on the Unaudited Consolidated Statements of Operations.

During the three and nine months ended March 31, 2019, the Company did not transfer any investments among levels 1, 2 and 3. During the three and nine months ended March 31, 2018, the Company transferred $7,518,750 out of Level 3 due to unobservable inputs.The following tables present the ranges of significant unobservable inputs used to value the Company’s Level 3 investments as of March 31, 2019 and June 30, 2018. These ranges represent the significant unobservable inputs that were used in the valuation of each type of

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. For example, the highest market yield presented in the table for senior secured notes is appropriate for valuing a specific investment but may not be appropriate for valuing any other investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 investments.

Fair Value as of
March 31, 2019

Valuation
Methodology

Unobservable
Input(s)

Weighted
Average

Range

Senior Secured First Lien Debt Investments

147,437,505

Yield Analysis

Market Yields

10.7%

5.8% - 25.2%

Unitranche First Lien Debt Investments

11,452,703

Discounted Cash Flow

Discount Rate

20.0%

19.5% - 20.6%

Senior Secured First Lien Debt Investments

22,863,249

Discounted Cash Flow

Discount Rate

9.4%

5.8% - 17.5%

Senior Secured First Lien Debt Investments

12,181,212

Broker Quoted

Market Comparable

88.7%

86.7% - 90.7%

Senior Secured First Lien Debt Investments

44,652,047

Recent Purchase

N/A

Senior Secured Second Lien Debt Investments

49,593,750

Yield Analysis

Market Yield

14.9%

10.2% - 27.3%

Senior Secure Second Lien Debt Investments

7,860,000

Discounted Cash Flow

Discount Rate

14.9%

11.3% - 18.5%

Senior Secure Second Lien Debt Investments

2,000,000

Recent Purchase

N/A

Equity, Warrants, and Other Investments

1,046,001

EV Multiple

EBITDA Multiple

0.0x

0.0x - 0.0x

Total Return Swaps

98,467

Intrinsic Value

N/A

Embedded Derivatives - Notes Payable

(98,467

)

Intrinsic Value

N/A

Fair Value as of
June 30, 2018

Valuation
Methodology

Unobservable
Input(s)

Weighted
Average

Range

Senior Secured First Lien Debt Investments

40,599,649

Yield Analysis

Market Yields

10.3%

6.7% - 16.4%

Unitranche First Lien Debt Investments

12,286,453

Discounted Cash Flow

Discount Rate

17.2%

15.7% - 18.7%

Senior Secured First Lien Debt Investments

65,321,315

Discounted Cash Flow

Discount Rate

8.2%

5.7% - 11.7%

Senior Secured First Lien Debt Investments

12,935,744

Broker Quoted

Market Comparable

98.0%

97.0% - 99.0%

Senior Secured First Lien Debt Investments

37,859,599

Recent Purchase

N/A

Senior Secured Second Lien Debt Investments

53,340,953

Yield Analysis

Market Yields

18.8%

10.7% - 43.5%

Senior Secured Second Lien Debt Investments

69,993,557

Discounted Cash Flow

Discount Rate

11.6%

7.6% - 16.2%

Equity, Warrants, and Other Investments

1,254,743

EV Multiple

EBITDA Multiple

0.0x

0.0x - 0.0x

Total Return Swaps

(229,918

)

Intrinsic Value

N/A

Embedded Derivatives - Notes Payable

229,918

Intrinsic Value

N/A

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. Significant increases in illiquidity discounts, PIK discounts and market yields would result in significantly lower fair value measurements.

Note 5. Notes Payable

On May 23, 2013, as amended on June 6, 2013, December 4, 2013, September 26, 2014, July 20, 2015, August 14, 2015, February 28, 2017 and November 20, 2017, the Company, through SPV, entered into a $102.0 million financing transaction (the “Term Financing”) due December 5, 2020 with UBS. The Term Financing is collateralized by the portion of the Company’s assets held by SPV (the “SPV Assets”) and pledged as collateral as noted in the Consolidated Schedule of Investments. Borrowings under the Term Financing bear interest (i) at a rate per annum equal to one-month London Interbank Offered Rate (“LIBOR”) plus 2.75% through December 4, 2018, and (ii) at a rate per annum equal to one-month LIBOR plus 2.55% from December 5, 2018 through December 5, 2020 (the “Term Financing Rate”). The Company also incurs an annual fee of approximately 1% of the outstanding borrowings under the Term Financing. As of March 31, 2019 and June 30, 2018, there were $102.0 million and $102.0 million borrowings outstanding under the Term Financing, respectively.

On December 4, 2013, as amended on September 26, 2014 and July 17, 2015, the Company, through SPV, entered into a $50.0 million revolving financing (the “2013 UBS Revolving Financing”), which expired in accordance with its terms on December 5, 2016. As of March 31, 2019 and June 30, 2018, there were no borrowings outstanding under the 2013 UBS Revolving Financing. From December 4, 2013 through September 24, 2014, the 2013 UBS Revolving Financing bore interest at a fixed rate of 2.10% per annum on drawn amounts and 0.50% per annum on any undrawn portion. From September 26, 2014 through December 5, 2016, the 2013 UBS Revolving Financing bore interest at a fixed rate of 2.00% on drawn amounts and 0.50% per annum on any undrawn portion.

The initial financing transaction with UBS executed in four steps:

First, the Company organized SPV, a consolidated wholly owned bankruptcy remote special purpose vehicle in the Cayman Islands to purchase the SPV Assets through (i) the issuance and sale of notes secured by the SPV Assets (the “Term Notes”) to UBS and the Company and (ii) the transfer of cash to the Company. UBS purchased Term Notes with a face value of $76.5 million, which represent 51% of the Term Notes issued and outstanding, for $76.5 million in cash. The Company purchased Term Notes with a face value of $73.5 million (which are eliminated in consolidation), which represent 49% of the Term Notes issued and outstanding. Under the terms of the indenture under which the Term Notes were issued (the “Indenture”), the holders of the Term Notes are entitled to (i) periodic interest payments equal to their pro rata portion of the interest collected on the assets held by SPV and (ii) their pro-rata portion of the net appreciation (depreciation) on the SPV Assets at maturity (the “Total Return of the Term Notes”). This represents the embedded derivative in the Term Notes payable from SPV to UBS. On September 26, 2014, the Company increased the size of the Term Facility to $102.0 million. In connection with the upsize, UBS purchased additional Term Notes with a face value of $25.5 million for $25.5 million in cash. The Company also purchased additional Term Notes with a face value of $24.5 million.

Second, the Company and UBS entered into a TRS transaction whereby the Company would receive the Total Return of the Term Notes purchased by UBS and pay the Financing Rate.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

Third, SPV issued and sold an additional $50.0 million notes (the “2013 Revolving Notes”) secured by the SPV Assets to UBS. Cash was only exchanged when the 2013 Revolving Notes were drawn. Under the terms of the Indenture under which the 2013 Revolving Notes were issued (the “2013 Revolver Indenture”), the holders of the 2013 Revolving Notes were entitled to (i) periodic interest payments equal to their pro rata portion of the interest collected on the SPV Assets and (ii) their pro-rata portion of the net appreciation (depreciation) on the SPV Assets at maturity (the “Total Return of the 2013 Revolving Notes”).

Fourth, the Company and UBS entered into another TRS transaction whereby the Company would receive the Total Return of the Revolving Notes purchased by UBS and pay the revolver financing rate. On December 5, 2016, the 2013 Revolving Notes matured and the corresponding TRS transaction associated with the 2013 Revolving Notes unwound in unison. On November 20, 2017, the Company and UBS entered into another TRS transaction whereby the Company will receive the total return of the $50 million notes (the “2017 Revolving Notes) purchased by UBS and pay the Revolver Financing Rate (defined below).

On November 20, 2017, the Company entered into a $50 million revolving financing facility (the “2017 UBS Revolving Financing”) with UBS. Borrowings under the 2017 UBS Revolving Financing generally bear interest at a rate per annum equal to one-month LIBOR plus 3.55% (the “Revolver Financing Rate”). The Company pays a fee on any undrawn amounts of 2.50% per annum; provided that if 50% or less of the 2017 UBS Revolving Financing is drawn, the fee will be 2.75% per annum. Any amounts borrowed under the 2017 UBS Revolving Financing will mature, and all accrued and unpaid interest will be due and payable, on December 5, 2019. As of March 31, 2019, there were $4.0 million in borrowings outstanding under the 2017 UBS Revolving Financing. As of June 30, 2018, there were $17.8 million in borrowings outstanding under the 2017 UBS Revolving Financing.

As of December 31, 2017, SPV issued and sold an additional $50.0 million notes (the “2017 Revolving Notes”) secured by the SPV Assets to UBS. Cash is only exchanged when the 2017 Revolving Notes are drawn. Under the terms of the Indenture under which the 2017 Revolving Notes were issued (the “2017 Revolver Indenture”), the holders of the 2017 Revolving Notes are entitled to (i) periodic interest payments equal to their pro rata portion of the interest collected on the SPV Assets and (ii) their pro-rata portion of the net appreciation (depreciation) on the SPV Assets at maturity (the “Total Return of the 2017 Revolving Notes”).

The fair value of the Company’s Notes Payable is estimated based on the rate at which similar facilities would be priced. At March 31, 2019 and June 30, 2018, the fair value of the Notes Payable was estimated at $106.0 million and $119.8 million, respectively, which the Company concluded was a Level 3 fair value.

On November 9, 2016, the Company entered into the $50.0 million Senior Secured Revolving Credit Facility (the “Citi Revolving Financing”) with Citibank, N.A. (“Citibank”), which was secured by collateral consisting primarily of commercial loans and corporate bonds. There were no upfront costs paid in the establishment of the Citi Revolving Financing.

Borrowings under the Citi Revolving Financing generally bore interest at a rate per annum equal to LIBOR plus 4.85%. The default interest rate was equal to the interest rate then in effect plus 2.00%. The Citi Revolving Financing required the payment of an unused fee of 2.85% annually for any undrawn amounts below 75% of the Citi Revolving Financing, and 0.75% annually for any undrawn amounts above 75% of the Citi Revolving Financing. Borrowings under the Citi Revolving Financing were based on a borrowing base. The Citi Revolving Financing generally required payment of interest on a quarterly basis and all outstanding principal was due upon maturity. The Citi Revolving Financing also required mandatory prepayment of interest and principal upon certain events.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The Company has repaid in full all indebtedness, liabilities and other obligations under, and terminated, its Citi Revolving Financing on December 8, 2017. In accordance with the termination of the Citi Revolving Financing, all liens on collateral securing the Citi Revolving Financing were released.

On July 2, 2018, the Company closed the public offering of $30 million in aggregate principal amount of 6.125% notes due 2023 (the “Notes”). On July 12, 2018, the underwriters exercised their over-allotment option to purchase an additional $4.5 million in aggregate principal amount of the Notes. The total net proceeds to the Company from the Notes, including the exercise of the underwriters’ over-allotment option, after deducting underwriting discounts and commissions of approximately $1.0 million and estimated offering expenses of approximately $230,000, were approximately $33.2 million.

The Notes will mature on July 1, 2023 and bear interest at a rate of 6.125%. The Notes are direct unsecured obligations and rank pari passu, which means equal in right of payment, with all outstanding and future unsecured indebtedness issued by the Company. Because the Notes are not secured by any of the Company’s assets, they are effectively subordinated to all of the Company’s existing and future secured unsubordinated indebtedness (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest), to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries and financing vehicles, including, without limitation, borrowings under the Term Financing and the 2017 UBS Revolving Financing. The Notes are obligations exclusively of the Company and not of any of the Company’s subsidiaries. None of the Company’s subsidiaries is a guarantor of the Notes and the Notes will not be required to be guaranteed by any subsidiary the Company may acquire or create in the future.

The Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after July 1, 2020. Interest on the Notes is payable quarterly on January 1, April 1, July 1 and October 1 of each year. The Notes are listed on the NASDAQ Global Select Market (“NASDAQ”) under the trading symbol “CMFNL.” The Company may from time to time repurchase Notes in accordance with the 1940 Act and the rules promulgated thereunder.

As of March 31, 2019, the outstanding principal balance of the Notes was approximately $34.5 million and had an estimated fair value of $34.7 million based on the closing price as of March 31, 2019 as traded on NASDAQ.

Cash, restricted (as shown on the Unaudited Consolidated Statements of Assets and Liabilities) is held by the trustee of the Term Financing and the 2017 UBS Revolving Financing, and the Citi Revolving Financing up until its expiration, and is restricted to purchases of investments by SPV and LLC that must meet certain eligibility criteria identified by the Indenture. As of March 31, 2019, SPV and LLC had aggregate assets of $207.4 million, which included $203.5 million of the Company’s portfolio investments at fair value, $1.0 million of accrued interest receivable and $3.9 million in cash held by the trustees of the Term Financing and the 2017 UBS Revolving Financing (together, the “UBS Financing Facility”, and with the Citi Revolving Financing, the “Financing Facilities”). As of June 30, 2018, SPV and LLC had aggregate assets of $234.5 million, which included $232.8 million of the Company’s portfolio investments at fair value, $0.7 million of accrued interest receivable and $1.0 million in cash held by the trustee of the Term Financing. For the three and nine months ended March 31, 2019, the weighted average outstanding debt balance and the weighted average stated interest rate under the Financing Facilities was $102.9 million and 5.05%, respectively and $106.9 million and 4.99%, respectively. For the three and nine months ended March 31, 2018, the weighted average outstanding debt balance and the weighted average stated interest rate under the Financing Facilities was $121.3 million and 4.35%, respectively and $119.5 million and 4.47%, respectively.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

Note 6. Indemnification, Guarantees, Commitments and Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of representations and warranties and general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

The Company’s Board of Directors declared the following quarterly distributions:


Declared	Ex-Date	Record Date	Pay Date	Amount	Fiscal Quarter
August 23, 2018	September 17, 2018	September 18, 2018	October 5, 2018	$0.2500	1st 2019
November 6, 2018	December 13, 2018	December 14, 2018	January 3, 2019	$0.2500	2nd 2019
February 5, 2019	March 14, 2019	March 15, 2019	April 4, 2019	$0.2500	3rd 2019

Loans purchased by the Company may include revolving credit agreements or other financing commitments obligating the Company to advance additional amounts on demand. The Company generally sets aside sufficient liquid assets to cover its unfunded commitments, if any.

The following table details the unfunded commitments as of March 31, 2019:


Investments	Unfunded Commitment		Fair Value		Annual Non-use Fee		Expiration Date
1888 Industrial Services, LLC	$	693,070	$	—		0.50		9/30/21
PR Wireless, Inc.		184,647		—		0.35		6/27/19

Total Unfunded Commitments	$	877,717		—

The following table details the unfunded commitments as of June 30, 2018:


Investments	Unfunded Commitment		Fair Value		Annual Non-use Fee		Expiration Date
1888 Industrial Services, LLC	$	693,069	$	—		0.50		9/30/21
PR Wireless, Inc.		1,846,478		—		0.35		6/27/19
U.S. Well Services, LLC		215,004		—		—		1/31/22

Total Unfunded Commitments	$	2,754,551		—

Note 7. Agreements and Related Party Transactions

Investment Advisory Agreement

Pursuant to the Advisory Agreement, the Company has agreed to pay to the Adviser a base management fee of 1.75% of gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents and fair value of derivatives associated with the Company’s financing, and an incentive fee consisting of two parts.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The first part of the incentive fee, which is calculated and payable quarterly in arrears, equals 20.0% of the “pre-incentive fee net investment income” (as defined in the agreement) for the immediately preceding quarter, subject to a hurdle rate of 2.0% per quarter (8.0% annualized), and is subject to a “catch-up” feature. The incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of the Company’s pre-incentive fee net investment income will be payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding quarters. The net pre-incentive fee investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the 1.75% base management fee.

The second part of the incentive fee is calculated and payable in arrears as of the end of each calendar year and equals 20.0% of the aggregate cumulative realized capital gains from inception through the end of each calendar year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation through the end of such year, less the aggregate amount of any previously paid capital gain incentive fees.

For the three and nine months ended March 31, 2019, $1,369,713 and $4,126,865 in base management fees were earned by the Adviser, of which $1,369,713 was payable at March 31, 2019. For the three and nine months ended March 31, 2018, $1,236,620 and $3,551,853 in base management fees were earned by the Adviser, of which $1,236,620 was payable at March 31, 2018.

For the three and nine months ended March 31, 2019, the Company incurred $723,484 and $1,597,526, respectively, of incentive fees related to pre-incentive fee net investment income, of which $362,478 and $384,478, respectively, was waived. As of March 31, 2019, $1,054,776 of such incentive fees are currently payable to the Adviser and $541,560 of pre-incentive fees incurred by the Company were generated from deferred interest (i.e. PIK and certain discount accretion) and are not payable until such amounts are received in cash. For the three and nine months ended March 31, 2018, the Company incurred $933,356 and $1,840,114, respectively, of incentive fees related to pre-incentive fee net investment income. As of March 31, 2018, $1,348,295 of incentive fees were currently payable to the Adviser and $729,305 of pre-incentive fees incurred by the Company were generated from deferred interest (i.e., PIK and certain discount accretion) and are not payable until such amounts are received in cash.

The capital gains incentive fee consists of fees related to realized gains, realized capital losses and unrealized capital depreciation. With respect to the incentive fee expense accrual relating to the capital gains incentive fee, U.S. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized appreciation were realized, even though such unrealized appreciation is not permitted to be considered in calculating the fee actually payable under the Advisory Agreement. As of March 31, 2019, there was no capital gains incentive fee accrued, earned or payable to the Adviser under the Advisory Agreement. As of June 30, 2018, there was no capital gains incentive fee accrued, earned or payable to the Adviser under the Advisory Agreement.

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

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

settlement) arising from the rendering of the Adviser’s services under the Advisory Agreement or otherwise as the Adviser.

Administration Agreement

The Company entered into an administration agreement with the Adviser (the “Administration Agreement”) pursuant to which the Adviser furnishes the Company with office facilities and equipment and will provide the Company with the clerical, bookkeeping, recordkeeping and other administrative services necessary to conduct day-to-day operations. Under the Administration Agreement, the Adviser performs, or oversees the performance of the Company’s required administrative services, which includes, among other things, being responsible for the financial records which it is required to maintain and preparing reports to its stockholders and reports filed with the SEC. In addition, the Adviser assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports and other materials to its stockholders, and generally oversees the payment of its expenses and the performance of administrative and professional services rendered to it by others. Under the Administration Agreement, the Adviser also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted its offer to provide such assistance. The Adviser has also retained the services of accounting and back office professionals on an as needed basis through a services agreement with the Cyrus Capital Partners, L.P. to assist the Adviser in fulfilling certain of its obligations to the Company under the Administration Agreement. The Company incurred costs of $346,777 and $1,026,473 under the Administration Agreement for the three and nine months ended March 31, 2019. The Company incurred costs of $292,561 and $604,352 under the Administration Agreement for the three and nine months ended March 31, 2018, respectively.

As of March 31, 2019 and June 30, 2018, the Company recorded no accrued expenses or other liabilities on its Unaudited Consolidated Statements of Assets and Liabilities for reimbursement of expenses owed to the Adviser under the Administration Agreement.

License Agreement

The Company has entered into a license agreement with the Adviser under which the Adviser has agreed to grant the Company a non-exclusive, royalty-free license to use the name “CM Finance.” Under this agreement, the Company has a right to use the “CM Finance” name for so long as the Adviser or one of its affiliates remains the Adviser. Other than with respect to this limited license, the Company has no legal right to the “CM Finance” name.

Stifel Arrangement

In December 2013, the Company entered into an arrangement pursuant to which Stifel Venture Corp. (“Stifel”) made a capital contribution to the Company on February 5, 2014 and the Company granted Stifel certain rights, such as a right to nominate for election a member of the Company’s board of directors. Stifel has not exercised its right to nominate for election a member of the Company’s board of directors. Stifel does not have any rights to exercise a controlling influence over the Company’s day-to-day operations or the investment management function of the Adviser.

As of March 31, 2019, three of the investment professionals employed by the Adviser as part of its investment team were also employees of Stifel, Nicolaus & Company, Incorporated or its affiliates and were members of the Adviser’s investment committee designated by Stifel. Although these three investment

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

professionals dedicated substantially all of their time to the business and activities of the Adviser, they are dual employees of both Stifel, Nicolaus & Company, Incorporated or its affiliates and the Adviser.

In addition, a member of the Adviser’s investment committee is an employee of Stifel, Nicolaus & Company, Incorporated or its affiliates and as a result, may continue to engage in investment advisory activities for Stifel, Nicolaus & Company, Incorporated or its affiliates. As of March 31, 2019, Stifel owned approximately 16.0% of the Company’s outstanding common stock, and also holds a 20.0% interest in the Adviser.

Co-investment Exemptive Relief

On March 19, 2019, the SEC issued an order granting the Company’s application for exemptive relief to co-invest, subject to the satisfaction of certain conditions, in certain private placement transactions with other funds managed by the Adviser or its affiliates and any future funds that are advised by the Adviser or its affiliated investment advisers. Under the terms of the exemptive order, in order for the Company to participate in a co-investment transaction a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent directors must conclude that (i) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching in respect of the Company or its shareholders on the part of any person concerned, and (ii) the proposed transaction is consistent with the interests of the Company’s shareholders and is consistent with the Company’s investment objectives and strategies.

Note 8. Directors’ Fees

Each of the Company’s four independent directors receives (i) an annual fee of $75,000, and (ii) $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending in person or telephonically each regular board of directors meeting and each special telephonic meeting. The Company’s independent directors also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee meeting attended in person and each telephonic committee meeting. The chairman of the audit committee receives an annual fee of $7,500. The chairperson of the valuation committee, the nominating and corporate governance committee and the compensation committee receives an annual fee of $2,500, $2,500 and $2,500, respectively. The Company has obtained directors’ and officers’ liability insurance on behalf of the Company’s directors and officers. Independent directors have the option of having their directors’ fees paid in shares of the Company’s common stock issued at a price per share equal to the greater of net asset value or the market price at the time of payment. For the three and nine months ended March 31, 2019, the Company recorded directors’ fees of $101,250 and $303,750, of which $92,789 were payable at March 31, 2019. For the three and nine months ended March 31, 2018, the Company recorded directors’ fees of $99,000 and $297,667, of which $93,490 were payable at March 31, 2018.

Note 9. Net Change in Net Assets Resulting from Operations Per Share

Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The following table sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations:


Basic and Diluted Net Increase (Decrease) in Net Assets Per Share
	Three months ended March 31,					Nine months ended March 31,
	2019			2018		2019			2018
Net increase (decrease) in net assets resulting from operations	$	(1,357,538	)	$	4,091,035	$	(9,311,793	)	$	12,085,898
Weighted average shares of common stock outstanding		13,613,694			13,691,420		13,634,370			13,690,589
Basic/diluted net increase (decrease) in net assets from operations per share	$	(0.10	)	$	0.30	$	(0.68	)	$	0.88

Note 10. Distributions

The following table reflects the cash dividend distributions per share that the Company declared and/or paid to its stockholders since the Offering in February 2014. Stockholders of record as of each respective record date were entitled to receive the distribution:


Declaration Date	Record Date	Payment Date	Amount Per Share
March 14, 2014	March 24, 2014	March 31, 2014	$	0.1812
May 14, 2014	June 16, 2014	July 1, 2014	$	0.3375
September 4, 2014	September 18, 2014	October 1, 2014	$	0.3375
November 6, 2014	December 18, 2014	January 5, 2015	$	0.3375
January 28, 2015	March 18, 2015	April 2, 2015	$	0.3469
May 6, 2015	June 8, 2015	July 5, 2015	$	0.3469
June 10, 2015*	September 1, 2015	September 15, 2015	$	0.4300
June 10, 2015	September 18, 2015	October 2, 2015	$	0.3469
November 3, 2015	December 18, 2015	January 5, 2016	$	0.3469
February 2, 2016	March 18, 2016	April 7, 2016	$	0.3516
April 28, 2016	June 17, 2016	July 7, 2016	$	0.3516
August 25, 2016	September 16, 2016	October 6, 2016	$	0.3516
November 3, 2016	December 16, 2016	January 5, 2017	$	0.3516
November 3, 2016	March 17, 2017	April 6, 2017	$	0.2500
May 2, 2017	June 16, 2017	July 6, 2017	$	0.2500
August 24, 2017	September 8, 2017	October 5, 2017	$	0.2500
November 7, 2017	December 15, 2017	January 4, 2018	$	0.2500
February 6, 2018	March 16, 2018	April 5, 2018	$	0.2500
May 2, 2018	June 15, 2018	July 5, 2018	$	0.2500
August 23, 2018	September 18, 2018	October 5, 2018	$	0.2500
November 6, 2018	December 14, 2018	January 3, 2019	$	0.2500
February 5, 2019	March 15, 2019	April 4, 2019	$	0.2500

*	Special distribution

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The following table reflects, for U.S. federal income tax purposes, the sources of the cash distributions that the Company has paid on its common stock during the nine months ended March 31, 2019 and March 31, 2018:


	Nine months ended March 31,
	2019					2018
	Distribution Amount		Percentage			Distribution Amount		Percentage
Ordinary income and short-term capital gains	$	10,226,670		100	%	$	10,267,915		100	%
Long-term capital gains		—		—			—		—

Total	$	10,226,670		100	%	$	10,267,915		100	%

Note 11. Share Repurchase Program

As described in Note 2, the Company has a share repurchase program under which the Company may repurchase up to $5.0 million shares of its common stock until the earlier of (i) May 1, 2019 or (ii) the repurchase of $5.0 million in aggregate amount of its common stock unless extended by the Company’s board of directors. During the three months ended March 31, 2019, the Company did not repurchase shares of its common stock on the open market. During the nine months ended March 31, 2019, the Company repurchased 42,214 shares of its common stock on the open market for $358,531 (including commissions). Because the Company did not repurchase shares of its common stock during the three months ended March 31, 2019, the Company’s NAV was not impacted. The Company’s NAV per share increased by $0.01 for the nine months ended March 31, 2019, as a result of the share repurchases. The following table summarizes the Company’s share repurchases under the share repurchase program for the three and nine months ended March 31, 2019 and March 31, 2018.


	Three months ended March 31,					Nine months ended March 31,
	2019			2018		2019			2018
Number of shares repurchased		—			—		42,214			—
Cost of shares repurchased, including commissions	$	—			—	$	358,531			—

Weighted average price per share	$	—			—	$	8.44			—
Net asset value per share at period end	$	—			—	$	11.14			—
Weighted average discount to period end net asset value		—	%		—		24.18	%		—

Note 12. Share Transactions

The following table summarizes the total shares issued for the nine months ended March 31, 2019 and March 31, 2018.


	Nine months ended March 31,
	2019						2018
	Shares			Amount			Shares		Amount
Balance at beginning of period		13,649,504		$	200,203,363			13,689,221	$	200,568,530
Reinvestments of stockholder distributions		6,417			60,627			2,231		19,566
Retirement of repurchased shares		(42,214	)		(358,531	)		—		—

Balance at end of period		13,613,707		$	199,905,459			13,691,452	$	200,588,096

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

The following represents the per share data and the ratios to average net assets for the Company:


	For the nine months ended March 31,
	2019			2018
Per Share Data:⁽¹⁾
Net asset value, beginning of period	$	12.57		$	12.41

Net investment income		0.77			0.76
Net realized and unrealized gains (losses)		(1.46	)		0.13

Net increase (decrease) in net assets resulting from operations		(0.69	)		0.89

Capital transactions⁽²⁾
Share repurchases		0.01			—
Dividends from net investment income		(0.75	)		(0.75	)
Distributions from net realized gains		—			—

Net decrease in net assets resulting from capital transactions		(0.74	)		(0.75	)

Offering costs		—			—

Net asset value, end of period	$	11.14		$	12.55

Market value per share, end of period	$	7.38		$	8.20

Total return based on market value⁽³⁾⁽⁴⁾		(7.76	)%		(10.42	)%

Shares outstanding at end of period		13,613,707			13,691,452

Ratio/Supplemental Data:
Net assets, at end of period	$	151,686,264		$	171,785,661
Ratio of total expenses to average net assets⁽⁵⁾		13.50	%		10.46	%
Ratio of net expenses to average net assets⁽⁵⁾		13.18	%		10.46	%
Ratio of interest expense and fees and amortization of deferred debt issuance costs to average net assets		6.00	%		3.98	%
Ratio of net investment income before fee waiver to average net assets		8.49	%		8.14	%
Ratio of net investment income after fee waiver to average net assets		8.81	%		8.14	%
Total Notes Payable		140,500,000			125,380,000
Asset Coverage Ratio⁽⁶⁾		2.08			2.37
Portfolio Turnover Rate⁽⁴⁾		46	%		36	%

*	Net asset value at beginning of period reflects the deduction of the sales load of $0.25 per share paid by the stockholder from the $15.00 offering price.

⁽¹⁾	The per share data was derived by using the shares outstanding during the period.

⁽²⁾	The per share data for dividends and distributions declared reflects the actual amount of the dividends and distributions declared per share during the period.

⁽³⁾	Total returns are historical and are calculated by determining the percentage change in the market value with all dividends distributions, if any, reinvested. Dividends and distributions are assumed to be reinvested at

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

prices obtained under the company’s dividend reinvestment plan. Total investment return does not reflect sales load.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Annualized.

⁽⁶⁾	Asset coverage ratio is equal to (i) the sum of (A) net assets at the end of the period and (B) debt outstanding at the end of the period, divided by (ii) total debt outstanding at the end of the period.

Note 14. Other Fee Income

The other fee income consists of structuring fee income, amendment fee income and royalty income. The following tables summarize the Company’s other fee income for the three and nine months ended March 31, 2019 and March 31, 2018:


	For the three months ended March 31,				For the nine months ended March 31,
	2019		2018		2019		2018
Loan Amendment/Consent Fee	$	142,483	$	52,369	$	575,003	$	62,248

Other Fee Income	$	142,483	$	52,369	$	575,003	$	62,248

Note 15. Tax Information

As of March 31, 2019, the Company’s aggregate investment unrealized appreciation and depreciation based on cost for U.S. federal income tax purposes were as follows:


Tax cost	$	305,248,861

Gross unrealized appreciation		4,526,660
Gross unrealized depreciation		(10,689,054	)

Net unrealized investment depreciation	$	(6,162,394	)

As of June 30, 2018, the Company’s aggregate investment unrealized appreciation and depreciation based on cost for U.S. federal income tax purposes were as follows:


Tax cost	$	302,647,282

Gross unrealized appreciation		6,015,163
Gross unrealized depreciation		(15,070,432	)

Net unrealized investment depreciation	$	(9,055,269	)

Note 16. Subsequent Events

On May 1, 2019, our board of directors declared a distribution for the quarter ended June 30, 2019 of $0.25 per share payable on July 5, 2019 to stockholders of record as of June 14, 2019.

On May 1, 2019, the Company’s board of directors approved an extension of the discretionary repurchase program of up to $5.0 million shares of the Company’s common stock, until the earlier of (i) May 1, 2020 or (ii) the repurchase of $5.0 million in aggregate amount of the common stock unless extended by the Company’s

CM Finance Inc and subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2019

board of directors. Under the discretionary repurchase program, the Company may, but is not obligated to, repurchase the outstanding common stock from time to time in the open market provided that the Company complies with the prohibitions under its insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934, as amended. In addition, any repurchases will be conducted in accordance with the 1940 Act. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities and no assurances can be given that any common stock, or any particular amount, will be purchased. The Company will retire immediately all shares of common stock that are purchased in connection with the share repurchase program. Refer to Note 11 for additional information concerning share repurchases.

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

Some of the statements in this quarterly report on 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 on Form 10-Q involve risks and uncertainties, including statements as to:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

the effect of investments that we expect to make;

•

our contractual arrangements and relationships with Stifel Venture Corp. (“Stifel”) and certain funds managed by Cyrus Capital Partners, L.P. (“Cyrus Capital”);

•

our contractual arrangements and relationships with lenders and other third parties;

•

actual and potential conflicts of interest with CM Investment Partners LLC (the “Adviser”);

•

the dependence of our future success on the general economy, interest rates and the effects of each on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives or service their debt obligations to us;

•

the use of borrowed money to finance a portion of our investments;

•

the adequacy of our financing sources and working capital;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

•

the ability of the Adviser to attract and retain highly talented professionals;

•

our ability to qualify and maintain our qualification as a regulated investment company (“RIC”) and as a business development company (“BDC”);

•

our ability to obtain exemptive relief from the Securities and Exchange Commission (“SEC”); and

•

the effect of changes to tax legislation and our tax position and other legislative and regulatory changes.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words.

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this report on Form 10-Q. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

CM Finance Inc (“CMFN,” the “Company”, “us”, “we” or “our”), a Maryland corporation formed in May 2013, is a closed-end, externally managed, non-diversified management investment company that has elected to

be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, we have elected to be treated and intend to continue to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”).

Our primary investment objective is to maximize total return to stockholders in the form of current income and capital appreciation by investing directly in debt and related equity of privately held middle market companies to help these companies fund acquisitions, growth or refinancing. We invest primarily in middle-market companies in the form of unitranche loans, standalone first and second lien and mezzanine loans. We may also invest in unsecured debt, bonds and in the equity of portfolio companies through warrants and other instruments.

On February 5, 2014, we priced our initial public offering, selling 7,666,666 shares of our common stock, par value $0.001, including the underwriters’ over-allotment, at a price of $15.00 per share with net proceeds of approximately $111.5 million.

CM Finance LLC, a Maryland limited liability company, commenced operations in March 2012. Immediately prior to our initial public offering, the merger was consummated, whereby CM Finance LLC merged with and into us (the “Merger”). In connection with the Merger, we issued 6,000,000 shares of common stock and $39.8 million in debt to the pre-existing CM Finance LLC investors, consisting of certain funds (the “Cyrus Funds”) managed by Cyrus Capital. CM Finance Inc had no assets or operations prior to completion of the Merger and, as a result, the books and records of CM Finance LLC became our books and records, as the surviving entity. Immediately after the Merger, we issued 2,181,818 shares of our common stock to Stifel in exchange for $32.7 million in cash. We used all of the proceeds of the sale of shares to Stifel, to repurchase 2,181,818 shares of common stock from the Cyrus Funds. Immediately after the completion of the initial public offering, we had 13,666,666 shares outstanding. We also used a portion of the net proceeds of the initial public offering to repay 100% of the debt issued to the Cyrus Funds in connection with the Merger.

Upon our election to be regulated as a BDC on February 5, 2014, we entered into the investment advisory agreement (the “Advisory Agreement”) and the administration agreement (the “Administration Agreement”) with the Adviser as our investment adviser and administrator, respectively.

From time to time, we may form taxable subsidiaries (the “Taxable Subsidiaries”), which are taxed as corporations for federal income tax purposes. At March 31, 2019, we had one Taxable Subsidiary: Zinc Borrower Blocker, LLC. The Taxable Subsidiaries allow the Company to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements applicable to a RIC under the Code.

We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. Recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements were met. On May 2, 2018, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the board, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, our asset coverage requirements for senior securities changed from 200% to 150%, effective as of May 2, 2019.

On March 19, 2019, the SEC issued an order granting our application for exemptive relief to co-invest, subject to the satisfaction of certain conditions, in certain private placement transactions with other funds managed by the Adviser or its affiliates and any future funds that are advised by the Adviser or its affiliated investment advisers. Under the terms of the exemptive order, in order for us to participate in a co-

investment transaction a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must conclude that (i) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching in respect of us or our shareholders on the part of any person concerned, and (ii) the proposed transaction is consistent with the interests of our shareholders and is consistent with our investment objectives and strategies.

Critical accounting policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our consolidated financial statements.

Valuation of portfolio investments

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by our board of directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (a) are independent of us, (b) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (c) are able to transact for the asset, and (d) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker dealers or market makers.

Debt and equity securities for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued at fair value as determined in good faith by our board of directors. Because a readily available market value for many of the investments in our portfolio is often not available, we value many of our portfolio investments at fair value as determined in good faith by our board of directors using a consistently applied valuation process in accordance with a documented valuation policy that has been reviewed and approved by our board of directors. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may also be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security causes current market quotations not to reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently, causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid ask spread.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches,

as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.

With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

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our quarterly valuation process begins with each portfolio company or investment being initially valued by the members of the Adviser’s investment team responsible for the portfolio investment;

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preliminary valuation conclusions are then documented and discussed by our senior management and the Adviser;

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on a periodic basis, at least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm engaged by our board of directors;

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the valuation committee of our board of directors then reviews these preliminary valuations and makes a recommendation to our board of directors regarding the fair value of each investment; and

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the board of directors then reviews and discusses these preliminary valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of the Adviser, the independent valuation firm and the valuation committee.

When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available under the circumstances.

Our investments are categorized based on the types of inputs used in their valuation. The level in the U.S. GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by U.S. GAAP into the three broad levels as follows:


Level 1 –		valuation is 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 –		valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as (a) quoted prices for similar assets or liabilities in active markets; (b) quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly; (c) inputs other than quoted prices that are observable for the asset or liability; or (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means.



Level 3 –		valuation is based on unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. However, the fair value measurement objective remains the same, that is, an exit price from the perspective of a market participant that holds the asset or owes the liability. Therefore, unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Unobservable inputs are developed based on the best information available under the circumstances, which might include the Company’s own data. The Company’s own data used to develop unobservable inputs is adjusted if information is reasonably available without undue cost and effort that indicates that market participants would use different assumptions.

As of March 31, 2019, the Company held all Level 3 investments, determined based on valuations by our board of directors. As of June 30, 2018, all of our investments were classified as Level 3 investments determined based on valuations by our board of directors.

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

Revenue recognition

Our revenue recognition policies are as follows:

Net realized gains (losses) on investments: Gains or losses on the sale of investments are calculated using the specific identification method.

Interest Income: Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Origination, closing, commitment, and amendment fees, purchase and original issue discounts associated with loans to portfolio companies are accreted into interest income over the respective terms of the applicable loans. Accretion of discounts or premiums is calculated by the effective interest or straight-line method, as applicable, as of the purchase date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized fees and discounts are recorded as interest income and are non-recurring in nature.

Structuring fees and similar fees are recognized as income as earned, usually when received. Structuring fees, excess deal deposits, net profits interests and overriding royalty interests are included in other fee income.

We may hold debt investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is recorded on the accrual basis to the extent such amounts are expected to be collected.

Non-accrual: Loans are placed on non-accrual status when principal or interest payments are past due 90 days or more or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment about ultimate collectability of principal. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. PIK interest is not accrued if we do not expect the issuer to be able to pay all principal and interest when due. As of March 31, 2019, we had one investment on non-accrual status, Fusion Connect Inc., which represented approximately 3.08% of our refund at fair value. As of June 30, 2018, we had no investments on non-accrual status.

Financing Facility

We have, through CM SPV Ltd. (“SPV”), our wholly owned subsidiary, entered into a $102.0 million term secured financing facility (the “Term Financing”), due December 5, 2020 with UBS AG, London Branch (together with its affiliates “UBS”). The Term Financing is collateralized by a portion of the debt investments in our portfolio. Borrowings under the Term Financing bear interest (i) at a rate per annum equal to one-month London Interbank Offered Rate (“LIBOR”) plus 2.75% through December 4, 2018, and (ii) at a rate per annum equal to one-month LIBOR plus 2.55% from December 5, 2018 through December 5, 2020 (the “Term Financing Rate”). We also incur an annual fee of approximately 1% of the outstanding borrowings under the Term Financing. As of March 31, 2019 and June 30, 2018, there were $102.0 million and $102.0 million borrowings outstanding under the Term Financing, respectively.

On November 20, 2017, we entered into a $50 million revolving financing facility (the “2017 UBS Revolving Financing”) with UBS. Borrowings under the 2017 UBS Revolving Financing will generally bear interest at a rate per annum equal to one-month LIBOR plus 3.55% (the “Revolver Financing Rate”). We pay a fee on any undrawn amounts of 2.50% per annum; provided that if 50% or less of the 2017 UBS Revolving Financing is drawn, the fee will be 2.75% per annum. Any amounts borrowed under the 2017 UBS Revolving Financing will mature, and all accrued and unpaid interest will be due and payable, on December 5, 2019. As of March 31, 2019, there were $4.0 million in borrowings outstanding under the 2017 UBS Revolving Financing. As of June 30, 2018, there were $17.8 million in borrowings outstanding under the 2017 UBS Revolving Financing.

On November 9, 2016, we entered into a $50 million senior secured revolving credit facility (the “Citi Revolving Financing”) with Citibank, N.A. (“Citibank”), which was secured by collateral consisting primarily of commercial loans and corporate bonds. Borrowings under the Citi Revolving Financing generally bore interest at a rate per annum equal to LIBOR plus 4.85% and the default interest rate was equal to the interest rate then in effect plus 2.00%. On December 8, 2017, we repaid in full all indebtedness, liabilities and other obligations under, and terminated, the Citi Revolving Financing. In accordance with the termination of the Citi Revolving Financing, all liens on the collateral securing the Citi Revolving Financing were released. As of March 31, 2019 and June 30, 2018, there were no borrowing outstanding under the Citi Revolving Financing. We refer to the Term Financing, the 2017 UBS Revolving Financing and the Citi Revolving Financing together as the “Financing Facilities.”

Notes due 2023

On July 2, 2018, we closed the public offering of $30 million in aggregate principal amount of 6.125% notes due 2023 (the “Notes”). On July 12, 2018, the underwriters exercised their over-allotment option to purchase an additional $4.5 million in aggregate principal amount of the Notes. The total net proceeds to us from the Notes, including the exercise of the underwriters’ over-allotment option, after deducting underwriting discounts and commissions of approximately $1.0 million and estimated offering expenses of approximately $230,000, were approximately $33.2 million.

The Notes will mature on July 1, 2023 and bear interest at a rate of 6.125%. The Notes are direct unsecured obligations and rank pari passu, which means equal in right of payment, with all outstanding and future unsecured indebtedness issued by us. Because the Notes are not secured by any of our assets, they are effectively subordinated to all of our existing and future secured unsubordinated indebtedness (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest), to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries and financing vehicles, including, without limitation, borrowings under the Term Financing and the 2017 UBS Revolving Financing. The Notes are obligations exclusively of CM Finance Inc and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Notes and the Notes will not be required to be guaranteed by any subsidiary we may acquire or create in the future.

The Notes may be redeemed in whole or in part at any time or from time to time at our option on or after July 1, 2020. Interest on the Notes is payable quarterly on January 1, April 1, July 1 and October 1 of each year. The Notes are listed on the NASDAQ Global Select Market under the trading symbol “CMFNL.” We may from time to time repurchase Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of March 31, 2019, the outstanding principal balance of the Notes was approximately $34.5 million.

The indenture under which the Notes are issued (the “Indenture”) contains certain covenants, including covenants (i) requiring our compliance with the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act, whether or not we continue to be subject to such provisions of the 1940 Act; (ii) requiring our compliance, under certain circumstances, with the requirements set forth in Section 18(a)(1)(B) as modified by Section 61(a) of the 1940 Act, whether or not we continue to be subject to such provisions of the 1940 Act, prohibiting the declaration of any cash dividend or distribution upon any class of our capital stock (except to the extent necessary for us to maintain its treatment as a RIC under Subchapter M of the Code), or purchasing any such capital stock, if our asset coverage, as defined in the 1940 Act, is below 150% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution, or purchase; and (iii) requiring us to provide financial information to the holders of the Notes and the Trustee if we cease to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These covenants are subject to limitations and exceptions that are described in the Indenture.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount we have available to invest as well as the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

As a BDC, we are required to comply with certain regulatory requirements. For instance, as a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. In each case, the company must be organized in the United States. As of March 31, 2019 and June 30, 2018, approximately 8.76% and 19.6% of our total assets were non-qualifying assets, respectively.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. As a RIC, we generally will not have to pay corporate-level taxes on any income we distribute to our stockholders.

Revenues

We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from royalty income, dividends on our equity interests and capital gains on the sale of warrants and other debt or equity interests that we acquire. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK interest. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of

prepayment fees, commitment, origination, structuring or due diligence fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

Expenses

Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive fees, expenses reimbursable by us under the Advisory Agreement, administration fees, and our allocable portion of overhead expenses under the Administration Agreement. The base management fee and incentive compensation remunerates the Adviser for work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including, without limitation, those relating to:

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our organization and our offering;

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valuing our assets and calculating our net asset value per share (including the cost and expenses of any independent valuation firm(s));

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fees and expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;

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valuing our assets and calculating our net asset value per share (including the cost and expenses of any independent valuation firm(s));

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interest payable on debt, if any, incurred to finance our investments and expenses related to unsuccessful portfolio acquisition efforts;

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offerings of our common stock and other securities;

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administration fees and expenses, if any, payable under the Administration Agreement (including our allocable portion of the Adviser’s overhead in performing its obligations under the Administration Agreement, including rent, equipment and the allocable portion of the cost of our chief compliance officer, chief financial officer and his staffs’ compensation and compensation-related expenses);

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transfer agent and custody fees and expenses;

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federal and state registration fees;

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costs of registration and listing our shares on any securities exchange;

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federal, state and local taxes;

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independent directors’ fees and expenses;

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costs of preparing and filing reports or other documents required by the SEC or other regulators;

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costs of any reports, proxy statements or other notices to stockholders including printing costs;

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costs associated with individual or group stockholders;

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costs and fees associated with any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

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direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and

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all other non-investment advisory expenses incurred by us or the Adviser in connection with administering our business.

Portfolio and investment activity

Portfolio composition

We invest primarily in middle-market companies in the form of unitranche loans and standalone first and second lien loans. We may also invest in unsecured debt, bonds and in the equity of portfolio companies through warrants and other instruments.

At March 31, 2019, our investment portfolio of $299.1 million (at fair value) consisted of debt and equity investments in 32 portfolio companies, of which 75.9% were first lien investments, 19.9% were second lien investments, 3.8% were unitranche first lien debt investments, 0.4% were in equities, warrants and other positions, and 0.0% were unsecured debt investments. At March 31, 2019, our average and largest portfolio company investment at fair value was $9.3 and $18.7 million, respectively.

At June 30, 2018, our investment portfolio of $293.6 million (at fair value) consisted of investments in 25 portfolio companies, of which 52.1% were first lien investments, 43.3% were second lien investments, 4.2% were unitranche first lien debt investments, 0.2% were in unsecured debt investments, and 0.2% were in equity and warrants, and other positions. At June 30, 2018, our average and largest portfolio company investment at fair value was $11.7 million and $24.9 million, respectively.

As of March 31, 2019 and June 30, 2018, respectively, our weighted average total yield of debt and income producing securities at amortized cost (which includes interest income and amortization of fees and discounts) was 10.44% and 11.19%. As of March 31, 2019 and June 30, 2018, respectively, our weighted average total yield on investments at amortized cost (which includes interest income and amortization of fees and discounts) was 10.15% and 11.12%.

We use Global Industry Classification Standard (“GICS”) codes to identify the industry groupings. At March 31, 2019 and June 30, 2018, respectively, the industry composition of our portfolio in accordance with the GICS codes at fair value was as follows:


	Percentage of Total Portfolio at March 31, 2019			Percentage of Total Portfolio at June 30, 2018
Professional Services		13.96	%		13.98	%
Media		10.67			10.88
Energy Equipment & Services		10.48			10.97
Commercial Services & Supplies		8.93			10.76
Construction & Engineering		7.10			—
Diversified Telecommunication Services		6.25			8.49
Distributors		5.92			4.25
Containers & Packaging		4.34			—
Hotels, Restaurants & Leisure		4.07			11.36
Technology Hardware, Storage and Peripherals		3.66			—
IT Services		3.64			9.54
Construction Materials		3.29			—
Household Durables		3.18			—
Internet Software & Services		3.08			—
Auto Components		3.03			—
Business Services		2.64			—
Health Care Equipment & Supplies		2.46			2.55
Chemicals		1.93			2.73
Wireless Telecommunication Services		0.71			0.16
Retail		0.66			—
Oil, Gas & Consumable Fuels		—			8.24
Health Care Providers & Services		—			3.85
Electronic Equipment		—			2.24

		100.00	%		100.00	%

During the three months ended March 31, 2019, we added 12 new investments totaling approximately $65.6 million. Six of these investments were in new portfolio companies. Of the new investments, 97.0% consisted of first lien investments.

At March 31, 2019, 94.9% of our debt investments bore interest based on floating rates based on indices such as LIBOR (in certain cases, subject to interest rate floors), and 5.1% bore interest at fixed rates. At June 30, 2018, 95.8% of our debt investments bore interest based on floating rates based on indices such as LIBOR (in certain cases, subject to interest rate floors), and 4.2% bore interest at fixed rates.

Our investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of March 31, 2019, we had two investments with aggregate unfunded commitments of $0.9 million, and as of June 30, 2018, we had three investments with aggregate unfunded commitments of $2.8 million.

Asset Quality

In addition to various risk management and monitoring tools, we use the Adviser’s investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in our portfolio. This investment rating system uses a five-level numeric rating scale. The following is a description of the conditions associated with each investment rating:


Investment Rating 1		Investments that are performing above expectations, and whose risks remain favorable compared to the expected risk at the time of the original investment.

Investment Rating 2		Investments that are performing within expectations and whose risks remain neutral compared to the expected risk at the time of the original investment. All new loans will initially be rated 2.

Investment Rating 3		Investments that are performing below expectations and that require closer monitoring, but where no loss of return or principal is expected. Portfolio companies with a rating of 3 may be out of compliance with their financial covenants.

Investment Rating 4		Investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are often in workout. Investments with a rating of 4 will be those for which some loss of return but no loss of principal is expected.

Investment Rating 5		Investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are almost always in workout. Investments with a rating of 5 will be those for which some loss of return and principal is expected.

If the Adviser determines that an investment is underperforming, or circumstances suggest that the risk associated with a particular investment has significantly increased, the Adviser will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions. While the investment rating system identifies the relative risk for each investment, the rating alone does not dictate the scope and/or frequency of any monitoring that will be performed. The frequency of the Adviser’s monitoring of an investment will be determined by a number of factors, including, but not limited to, the trends in the financial performance of the portfolio company, the investment structure and the type of collateral securing the investment.

The following table shows the investment rankings of the investments in our portfolio:


	As of March 31, 2019							As of June 30, 2018
	Fair Value		% of Portfolio			Number of Investments⁽¹⁾		Fair Value		% of Portfolio			Number of Investments
1	$	18,358,929		6.1	%		2	$	6,458,750		2.2	%		1
2		208,455,647		69.7			28		267,055,281		91.0			29
3		63,058,216		21.1			6		8,765,286		3.0			1
4		9,213,674		3.1			1		10,580,954		3.6			2
5		1		—			4		731,742		0.2			2

Total	$	299,086,467		100.00	%		41	$	293,592,013		100.00	%		35

Results of Operations

Comparison of the three months ended March 31, 2019 and March 31, 2018

Investment income

Investment income, attributable primarily to interest and fees on our debt investments, for the three months ended March 31, 2019 was $8.7 million and was also $8.7 million for the three months ended March 31, 2018.

Expenses

Total expenses for the three months ended March 31, 2019 increased to $5.3 million, compared to $4.9 million for the three months ended March 31, 2018, primarily due to an increase in interest expenses related to an increase in the LIBOR rate and interest payments on the Notes.

Net investment income

Net investment income decreased to $3.4 million for the three months ended March 31, 2019 from $3.7 million for the three months ended March 31, 2018, primarily due to a decrease in investment income resulting from the interest expense related to an increase in the LIBOR rate and interest payments on the Notes.

Net realized gain or loss

Net realized losses on investments totaled $22.5 million for the three months ended March 31, 2019, primarily due to the write-off of Trident USA Health Services, LLC. Net realized losses on investments totaled $0.2 million for the three months ended March 31, 2018, primarily due to a sale of International Wireless Group, Inc.

Net change in unrealized (depreciation) appreciation on investments

We recorded a net change in unrealized appreciation of $17.8 million for the three months ended March 31, 2019, primarily due to the write-off of Trident USA Health Services, LLC and by accretion of certain investments.

During the three months ended March 31, 2018, we recorded a net change in unrealized appreciation of $0.6 million, primarily due to an increase in valuations of certain investments offset by accretion on certain investments.

Comparison of the nine months ended March 31, 2019 and March 31, 2018

Investment income

Investment income, attributable primarily to interest and fees on our debt investments, for the nine months ended March 31, 2019 increased to $26.3 million from $23.8 million for the nine months ended March 31, 2018, primarily due to the utilization of cash and a larger number of portfolio companies during the period.

Expenses

Total expenses net of waiver for the nine months ended March 31, 2019 increased to $15.7 million from $13.4 million for the nine months ended March 31, 2018, due primarily to an increase in interest expense and base management fees during the period.

Net investment income

Net investment income increased to $10.5 million for the nine months ended March 31, 2019 from $10.4 million for the nine months ended March 31, 2018, primarily due to the utilization of cash offset by an increase in interest expense during the period.

Net realized gain or loss

During the nine months ended March 31, 2019, we had a realized loss on investments of $22.7 million, primarily due to the write off of Trident USA Health Services, LLC.

During the nine months ended March 31, 2018, we had a realized loss on investments of $7.6 million, primarily due to the restructuring of Bird Electric Enterprises, LLC.

Net change in unrealized (depreciation) appreciation on investments

We recorded a net change in unrealized appreciation of $2.9 million for the nine months ended March 31, 2019, primarily due to the write off of Trident USA Health Services, LLC, realizing a previously unrealized loss.

During the nine months ended March 31, 2018, we recorded a net change in unrealized appreciation of $9.3 million, primarily due to the restructuring of Bird Electric Enterprises, LLC.

Liquidity and capital resources

Cash flows

For the three months ended March 31, 2019, our unrestricted cash balance increased by $0.6 million. During that period, cash decreased by $2.2 million from operating activities, primarily due to payments for the purchase of investments in portfolio companies of $65.6 million, offset by sales of investments of $46.5 million in portfolio companies and an increase in receivables from investments sold of $5.4 million. During the same period, cash from financing activities decreased by $1.5 million, consisting primarily of $3.4 million of distributions paid to our stockholders, and payments of $6.0 million from borrowings offset by repayment of $2.0 million under the Financing Facilities.

Capital resources

As of March 31, 2019, we had $6.8 million of cash as well as $3.9 million in restricted cash and $46.0 million of capacity under the 2017 UBS Revolving Financing. We intend to generate additional cash primarily from future offerings of securities, future borrowings under the 2017 UBS Revolving Financing as well as cash flows from operations, including income earned from investments in our portfolio companies and, to a lesser extent, from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. Our primary liquidity needs include interest and principal repayments on our Financing Facilities, interest payments on the Notes, our unfunded loan commitments (if any), investments in portfolio companies, dividend distributions to our stockholders and operating expenses.

As discussed below in further detail, we have elected to be treated as a RIC under the Code. To maintain our RIC status, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends. Our net taxable income does not necessarily equal our net income as calculated in accordance with U.S. GAAP.

Regulated Investment Company Status and Distributions

We have elected to be treated as a RIC under Subchapter M of the Code. If we continue to qualify as a RIC, we will not be taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to stockholders on a timely basis.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Dividends declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.

To continue to qualify for RIC tax treatment, we must, among other things, distribute to our stockholders, with respect to each taxable year, at least 90% of our investment company net taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). We will also be subject to a federal excise tax, based on distributive requirements of our taxable income on a calendar year basis.

We intend to distribute to our stockholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). However, the covenants contained in the Financing Facility may prohibit us from making distributions to our stockholders, and, as a result, could hinder our ability to satisfy the distribution requirement. In addition, we may retain for investment some or all of our net taxable capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, our stockholders will be treated as if they received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our common stock. Our stockholders also may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal taxable year fall below the total amount of our dividends for that fiscal year, a portion of those dividend distributions may be deemed a return of capital to our stockholders.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a BDC under the 1940 Act and due to provisions in Financing Facilities. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.

In accordance with certain applicable Treasury regulations and private letter rulings issued by the Internal Revenue Service, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder elects to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20% of his or her entire distribution in cash. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these Treasury regulations or private letter rulings.

Investment Advisory Agreement

Pursuant to the Advisory Agreement, we have agreed to pay to the Adviser a base management fee of 1.75% of gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash

and cash equivalents and “fair value of derivatives associated with our financing,” and an incentive fee consisting of two parts.

The first part of the incentive fee, which is calculated and payable quarterly in arrears, equals 20.0% of the “pre-incentive fee net investment income” (as defined in the Advisory Agreement) for the immediately preceding quarter, subject to a hurdle rate of 2.0% per quarter (8.0% annualized), and is subject to a “catch-up” feature. The incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of the Company’s pre-incentive fee net investment income will be payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding quarters. The net pre-incentive fee investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to calculate the 1.75% base management fee.

The Adviser agreed to permanently waive all or portions of the incentive fee for the calendar year ended December 31, 2016 to the extent required to support an annualized dividend yield of 9.375% per annum. The Adviser has not contractually agreed to voluntarily waive any fees under the Advisory Agreement for the calendar year ended December 31, 2017 or thereafter.

For the three months ended March 31, 2019 and March 31, 2018, $1,369,713 and $1,236,620, respectively in base management fees were earned by the Adviser, of which $1,369,713 and $1,236,620 was payable at March 31, 2019 and March 31, 2018, respectively.

For the three and nine months ended March 31, 2019, we incurred $723,484 and $1,597,526, respectively, of incentive fees related to pre-incentive fee net investment income, of which $362,478 and $384,478, respectively, was waived. As of March 31, 2019, $1,054,776 of such incentive fees are currently payable to the Adviser and $541,560 of pre-incentive fees incurred by us were generated from deferred interest (i.e. PIK and certain discount accretion) and are not payable until such amounts are received in cash. For the three and nine months ended March 31, 2018, we incurred $933,356 and $1,840,114, respectively, of incentive fees related to pre-incentive fee net investment income. As of March 31, 2018, $1,348,295 of incentive fees were currently payable to the Adviser and $729,305 of pre-incentive fees incurred by us were generated from deferred interest (i.e., PIK and certain discount accretion) and are not payable until such amounts are received in cash.

The capital gains incentive fee consists of fees related to realized gains, realized capital losses and unrealized capital depreciation. As of March 31, 2019, there were no capital gains incentive fee accrued, earned or payable to the Adviser under the Advisory Agreement. As of March 31, 2018, there were no capital gains incentive fee accrued, earned or payable to the Adviser under the Advisory Agreement.

With respect to the incentive fee expense accrual relating to the unrealized capital gains incentive fee, U.S. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized appreciation were realized, even though such unrealized appreciation is not permitted to be considered in calculating the fee actually payable under the Advisory Agreement.

members, and any other person or entity affiliated with it, are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Advisory Agreement or otherwise as the Adviser.

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of March 31, 2019, our off-balance sheet arrangements consisted of $0.9 million in unfunded commitments to two of our portfolio companies. As of June 30, 2018, our off-balance arrangements consisted of $2.8 million in unfunded commitments to three of our portfolio companies.

Recent Developments

We have evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued.

Subsequent to the nine months ended March 31, 2019 through May 6, 2019, we invested $9.6 million in a new portfolio company and received repayment or sales proceeds of $11.0 million.

On May 1, 2019, our board of directors declared a distribution for the quarter ended June 30, 2019 of $0.25 per share payable on July 5, 2019 to stockholders of record as of June 14, 2019.

On May 1, 2019, our board of directors approved an extension of the discretionary repurchase program of up to $5.0 million shares of our common stock, until the earlier of (i) May 1, 2020 or (ii) the repurchase of $5.0 million in aggregate amount of the common stock unless extended by our board of directors. Under the discretionary repurchase program, we may, but are not obligated to, repurchase the outstanding common stock from time to time in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act, and the Exchange Act. In addition, any repurchases will be conducted in accordance with the 1940 Act. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities and no assurances can be given that any common stock, or any particular amount, will be purchased. We will retire immediately all shares of common stock that are purchased in connection with the share repurchase program.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

We are subject to financial market risks, including changes in interest rates. At March 31 2019, 94.6% of our debt investments bore interest based on floating rates, such as LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to three months. Floating rate investments subject to a floor generally reset by reference to the current market index after one to three months only if the index exceeds the floor.

Generally, we believe higher yielding assets such as those in our investment portfolio do not necessarily follow a linear interest rate relationship and are less sensitive in price to interest rate changes than many other debt investments. Our investments in fixed rate assets are generally exposed to changes in value due to interest rate fluctuations, and our floating rate assets are generally exposed to cash flow variability from fluctuation in rates. Consequently, our net interest income (interest income less interest expense) is exposed to risks related to interest rate fluctuations. Based on our current portfolio with certain interest rate floors and our financing at March 31, 2019, a 1.00% increase in interest rates would increase our net interest income by approximately 8.9% and a 2.00% increase in interest rates would increase our net interest income by approximately 17.8%. Variable-rate instruments subject to a floor generally reset periodically to the applicable floor and, in the case of investments in our portfolio, quarterly to a floor based on LIBOR, only if the floor exceeds the index. Under these loans, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor.

Although management believes that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit markets, the size, credit quality or composition of the assets in our portfolio and other business developments, including borrowing, that could affect the net increase in net assets resulting from operations or net income. It also does not adjust for the effect of the time lag between a change in the relevant interest rate index and the rate adjustment under the applicable loan. Accordingly, we can offer no assurances that actual results would not differ materially from the statement above.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of March 31, 2019, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, of material information about us required to be included in periodic SEC filings.

(b) Changes in Internal Control Over Financial Reporting

Management did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

During the three and nine months ended March 31, 2019, there have been no material changes to the risk factors disclosed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2018.

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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


3.1		Amended and Restated Articles of Incorporation⁽¹⁾

3.2		Bylaws⁽¹⁾

31.1		Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

*	Filed herewith

(1)	Incorporated by reference to Registrant’s Registration Statement on Form N-2 (File No. 333-192370), filed on November 15, 2013.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: May 7, 2019


CM FINANCE INC

By:		/s/ Michael C. Mauer
		Michael C. Mauer
		Chief Executive Officer

By:		/s/ Rocco DelGuercio
		Rocco DelGuercio
		Chief Financial Officer