TriLinc Global Impact Fund LLC - Quarter Report: 2022 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2022
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-55432
TriLinc Global Impact Fund, LLC
(Exact name of registrant as specified in its charter)
Delaware |
36-4732802 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1230 Rosecrans Avenue, Suite 605,
Manhattan Beach, CA 90266
(Address of principal executive offices)
(310) 997-0580
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically 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 |
None |
|
None |
|
None |
As of August 12, 2022, the Company had outstanding 18,196,923 Class A units, 7,870,346 Class C units, 10,504,435 Class I units, 24,555 Class W units, 2,708,738 Class Y units, and 8,423,851 Class Z units.
Table of Contents
Part I. Financial Information
Item 1. Consolidated Financial Statements.
TriLinc Global Impact Fund, LLC
Consolidated Statements of Assets and Liabilities
|
|
As of |
|
|||||
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
ASSETS |
|
(Unaudited) |
|
|
|
|
|
|
Investments owned, at fair value (amortized cost of $348,485,977 and $343,249,977, respectively) |
|
$ |
297,941,059 |
|
|
$ |
301,603,725 |
|
Cash |
|
|
4,634,122 |
|
|
|
16,795,342 |
|
Interest receivable |
|
|
27,919,923 |
|
|
|
26,523,185 |
|
Due from affiliates (see Note 5) |
|
|
4,240,231 |
|
|
|
4,240,231 |
|
Other assets |
|
|
1,293,277 |
|
|
|
1,048,606 |
|
Total assets |
|
|
336,028,612 |
|
|
|
350,211,089 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
Due to unitholders |
|
|
1,330,961 |
|
|
|
1,399,510 |
|
Management fee payable |
|
|
1,655,976 |
|
|
|
1,727,974 |
|
Incentive fee payable |
|
|
1,259,703 |
|
|
|
141,685 |
|
Note payable |
|
|
— |
|
|
|
5,000,000 |
|
Unit repurchases payable |
|
|
1,725,345 |
|
|
|
1,712,444 |
|
Accrued distribution and other fees |
|
|
435,000 |
|
|
|
446,000 |
|
Other payables |
|
|
1,342,186 |
|
|
|
1,058,419 |
|
Total liabilities |
|
|
7,749,171 |
|
|
|
11,486,032 |
|
Commitments and Contingencies (see Note 5) |
|
|
|
|
|
|
|
|
NET ASSETS |
|
$ |
328,279,441 |
|
|
$ |
338,725,057 |
|
|
|
|
|
|
|
|
|
|
ANALYSIS OF NET ASSETS: |
|
|
|
|
|
|
|
|
Net capital paid in on Class A units |
|
$ |
133,357,102 |
|
|
$ |
137,132,359 |
|
Net capital paid in on Class C units |
|
|
57,229,500 |
|
|
|
58,788,598 |
|
Net capital paid in on Class I units |
|
|
76,915,649 |
|
|
|
79,540,368 |
|
Net capital paid in on Class W units |
|
|
179,275 |
|
|
|
184,742 |
|
Net capital paid in on Class Y units |
|
|
19,821,834 |
|
|
|
20,397,391 |
|
Net capital paid in on Class Z units |
|
|
58,120,233 |
|
|
|
59,999,307 |
|
Offering costs |
|
|
(17,344,152 |
) |
|
|
(17,317,708 |
) |
Net assets (equivalent to $6.899 and $7.123, respectively per unit based on total units outstanding of 47,643,333 and 47,619,327, respectively) |
|
$ |
328,279,441 |
|
|
$ |
338,725,057 |
|
Net assets, Class A (units outstanding of 18,164,292 and 18,128,699, respectively) |
|
$ |
125,324,252 |
|
|
$ |
129,122,569 |
|
Net assets, Class C (units outstanding of 7,851,773 and 7,827,952, respectively) |
|
|
53,757,186 |
|
|
|
55,329,980 |
|
Net assets, Class I (units outstanding of 10,478,971 and 10,517,764, respectively) |
|
|
72,281,501 |
|
|
|
74,893,312 |
|
Net assets, Class W (units outstanding of 24,555 and 24,555, respectively) |
|
|
168,416 |
|
|
|
173,893 |
|
Net assets, Class Y (units outstanding of 2,699,891 and 2,696,506, respectively) |
|
|
18,627,853 |
|
|
|
19,205,996 |
|
Net assets, Class Z (units outstanding of 8,423,851 and 8,423,851, respectively) |
|
|
58,120,233 |
|
|
|
59,999,307 |
|
NET ASSETS |
|
$ |
328,279,441 |
|
|
$ |
338,725,057 |
|
See accompanying notes to the consolidated financial statements.
1
TriLinc Global Impact Fund, LLC
Consolidated Statements of Operations
(Unaudited)
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
INVESTMENT INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
9,260,185 |
|
|
$ |
9,464,096 |
|
|
$ |
17,845,153 |
|
|
$ |
18,614,542 |
|
Interest from cash |
|
|
— |
|
|
|
9,870 |
|
|
|
3,481 |
|
|
|
37,299 |
|
Total investment income |
|
|
9,260,185 |
|
|
|
9,473,966 |
|
|
|
17,848,634 |
|
|
|
18,651,841 |
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management fees |
|
|
1,655,975 |
|
|
|
1,769,982 |
|
|
|
3,345,935 |
|
|
|
3,579,212 |
|
Incentive fees |
|
|
1,259,703 |
|
|
|
1,347,541 |
|
|
|
2,155,581 |
|
|
|
2,128,997 |
|
Professional fees |
|
|
910,386 |
|
|
|
459,852 |
|
|
|
1,526,126 |
|
|
|
1,321,807 |
|
General and administrative expenses |
|
|
330,932 |
|
|
|
394,258 |
|
|
|
561,384 |
|
|
|
678,745 |
|
Interest expense |
|
|
— |
|
|
|
47,794 |
|
|
|
11,169 |
|
|
|
95,062 |
|
Board of managers fees |
|
|
64,375 |
|
|
|
64,375 |
|
|
|
128,750 |
|
|
|
128,750 |
|
Total expenses |
|
|
4,221,371 |
|
|
|
4,083,802 |
|
|
|
7,728,945 |
|
|
|
7,932,573 |
|
NET INVESTMENT INCOME |
|
|
5,038,814 |
|
|
|
5,390,164 |
|
|
|
10,119,689 |
|
|
|
10,719,268 |
|
Net change in unrealized depreciation on investments |
|
|
(6,252,468 |
) |
|
|
(7,555,975 |
) |
|
|
(8,898,668 |
) |
|
|
(8,531,302 |
) |
Realized loss on investments |
|
|
— |
|
|
|
(909,584 |
) |
|
|
— |
|
|
|
(909,584 |
) |
Foreign exchange gain (loss) |
|
|
— |
|
|
|
2,072 |
|
|
|
— |
|
|
|
(3,628 |
) |
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
(1,213,654 |
) |
|
$ |
(3,073,323 |
) |
|
$ |
1,221,021 |
|
|
$ |
1,274,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INVESTMENT INCOME PER UNIT - BASIC AND DILUTED |
|
$ |
0.11 |
|
|
$ |
0.11 |
|
|
$ |
0.21 |
|
|
$ |
0.23 |
|
EARNINGS PER UNIT - BASIC AND DILUTED |
|
$ |
(0.03 |
) |
|
$ |
(0.07 |
) |
|
$ |
0.03 |
|
|
$ |
0.03 |
|
WEIGHTED AVERAGE UNITS OUTSTANDING - BASIC AND DILUTED |
|
|
47,718,260 |
|
|
|
47,184,975 |
|
|
|
47,719,530 |
|
|
|
46,974,996 |
|
See accompanying notes to the consolidated financial statements.
2
TriLinc Global Impact Fund, LLC
Consolidated Statements of Changes in Net Assets
(Unaudited)
|
|
For the Six Months Ended |
|
|||||
|
|
June 30, |
|
|
June 30, |
|
||
|
|
2022 |
|
|
2021 |
|
||
INCREASE FROM OPERATIONS |
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
10,119,689 |
|
|
$ |
10,719,268 |
|
Foreign exchange loss |
|
|
— |
|
|
|
(3,628 |
) |
Net change in unrealized depreciation on investments |
|
|
(8,898,668 |
) |
|
|
(8,531,302 |
) |
Realized loss on investments |
|
|
— |
|
|
|
(909,584 |
) |
Net increase from operations |
|
|
1,221,021 |
|
|
|
1,274,754 |
|
DECREASE FROM DISTRIBUTIONS |
|
|
|
|
|
|
|
|
Distributions to Class A unitholders |
|
|
(4,526,070 |
) |
|
|
(5,255,001 |
) |
Distributions to Class C unitholders |
|
|
(1,923,944 |
) |
|
|
(2,289,153 |
) |
Distributions to Class I unitholders |
|
|
(2,623,509 |
) |
|
|
(3,043,586 |
) |
Distributions to Class W unitholders |
|
|
(5,509 |
) |
|
|
(6,500 |
) |
Distributions to Class Y unitholders |
|
|
(675,740 |
) |
|
|
(623,000 |
) |
Distributions to Class Z unitholders |
|
|
(2,097,866 |
) |
|
|
(2,451,124 |
) |
Net decrease from distributions |
|
|
(11,852,638 |
) |
|
|
(13,668,364 |
) |
INCREASE FROM CAPITAL TRANSACTIONS |
|
|
|
|
|
|
|
|
Issuance of Class A units |
|
|
1,645,109 |
|
|
|
2,026,307 |
|
Issuance of Class C units |
|
|
778,604 |
|
|
|
413,551 |
|
Issuance of Class I units |
|
|
1,075,471 |
|
|
|
1,806,193 |
|
Issuance of Class Y units |
|
|
240,805 |
|
|
|
3,059,300 |
|
Repurchase of units |
|
|
(3,538,544 |
) |
|
|
(4,238,636 |
) |
Offering costs |
|
|
(26,444 |
) |
|
|
(79,901 |
) |
Distribution and other fees |
|
|
11,000 |
|
|
|
12,000 |
|
Net increase from capital transactions |
|
|
186,001 |
|
|
|
2,998,814 |
|
NET CHANGE IN NET ASSETS |
|
|
(10,445,616 |
) |
|
|
(9,394,796 |
) |
Net assets at beginning of period |
|
|
338,725,057 |
|
|
|
355,273,630 |
|
Net assets at end of period |
|
$ |
328,279,441 |
|
|
$ |
345,878,834 |
|
See accompanying notes to the consolidated financial statements.
3
TriLinc Global Impact Fund, LLC
Consolidated Statements of Cash Flows
(Unaudited)
|
|
For the Six Months Ended |
|
|||||
|
|
June 30, |
|
|
June 30, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
1,221,021 |
|
|
$ |
1,274,754 |
|
ADJUSTMENT TO RECONCILE NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of investments |
|
|
— |
|
|
|
(40,865,571 |
) |
Maturity of investments |
|
|
6,783,526 |
|
|
|
12,579,682 |
|
Payment-in-kind interest |
|
|
(11,251,196 |
) |
|
|
(9,591,235 |
) |
Net change in unrealized depreciation on investments |
|
|
8,898,668 |
|
|
|
8,531,302 |
|
Realized loss on investments |
|
|
— |
|
|
|
909,584 |
|
Foreign exchange loss |
|
|
— |
|
|
|
3,628 |
|
Accretion of discounts on investments |
|
|
(768,332 |
) |
|
|
(1,232,169 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Increase in interest receivable |
|
|
(1,396,738 |
) |
|
|
(3,254,875 |
) |
Increase in other assets |
|
|
(244,671 |
) |
|
|
(620,859 |
) |
Decrease in due to unitholders |
|
|
(68,549 |
) |
|
|
(263,009 |
) |
Decrease in management and incentive fees payable |
|
|
1,046,020 |
|
|
|
85,539 |
|
Decrease in other payables |
|
|
283,767 |
|
|
|
135,735 |
|
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
|
|
4,503,516 |
|
|
|
(32,307,493 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Net proceeds from issuance of units |
|
|
224,817 |
|
|
|
3,052,209 |
|
Distributions paid to unitholders |
|
|
(8,337,466 |
) |
|
|
(9,415,223 |
) |
Decrease in notes payable |
|
|
(5,000,000 |
) |
|
|
— |
|
Payments of offering costs |
|
|
(26,444 |
) |
|
|
(79,901 |
) |
Repurchase of units |
|
|
(3,525,643 |
) |
|
|
(4,688,844 |
) |
NET CASH USED IN FINANCING ACTIVITIES |
|
|
(16,664,736 |
) |
|
|
(11,131,759 |
) |
TOTAL DECREASE IN CASH |
|
|
(12,161,220 |
) |
|
|
(43,439,252 |
) |
Cash at beginning of period |
|
|
16,795,342 |
|
|
|
55,002,776 |
|
Cash at end of period |
|
$ |
4,634,122 |
|
|
$ |
11,563,524 |
|
Supplemental information |
|
|
|
|
|
|
|
|
Cash paid for interest during the period |
|
$ |
11,169 |
|
|
$ |
95,587 |
|
Supplemental non-cash information |
|
|
|
|
|
|
|
|
Issuance of units in connection with distribution reinvestment plan |
|
$ |
3,515,172 |
|
|
$ |
4,253,141 |
|
Change in accrual of distribution and other fees |
|
$ |
(11,000 |
) |
|
$ |
(12,000 |
) |
See accompanying notes to the consolidated financial statements.
4
TriLinc Global Impact Fund, LLC
Consolidated Schedule of Investments
As of June 30, 2022
(Unaudited)
Investment Type / Country |
|
Portfolio Company |
|
Sector |
|
Description |
|
Interest |
|
|
Fees (2) |
|
|
Maturity (3) |
|
Principal Amount |
|
|
Participation % (4) |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
% of Net Assets |
|
|||||||
Senior Secured Term Loans (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Brazil |
|
Usivale Industria E Commercio Ltda (12), (16), (17) |
|
Sugarcane and Sugar Beets |
|
Sugar Producer |
|
12.43% |
|
|
|
0.0 |
% |
|
12/15/2020 |
|
$ |
2,851,296 |
|
|
N/A |
|
|
$ |
2,851,296 |
|
|
|
555,673 |
|
|
|
0.2 |
% |
||
Chile |
|
Itelecom Holding Chile SPA (5), (16), (17) |
|
Electric Services |
|
LED Lighting Service Provider |
|
11.00% |
|
|
|
0.0 |
% |
|
6/6/2021 |
|
|
1,456,162 |
|
|
N/A |
|
|
|
1,456,162 |
|
|
|
1,245,868 |
|
|
|
0.4 |
% |
||
Ecuador |
|
Other Investments |
|
Corrugated and solid fiber boxes |
|
Sustainable Packaging Manufacturer |
|
9.16% Cash/2.20% PIK |
|
|
|
0.0 |
% |
|
6/18/2025 |
|
|
11,102,781 |
|
|
N/A |
|
|
|
11,102,781 |
|
|
|
11,102,781 |
|
|
|
3.4 |
% |
||
Hong Kong |
|
Limas Commodities House Limited (11) |
|
Coal and Other Minerals and Ores |
|
Resource Trader |
|
11.50% PIK |
|
|
|
0.0 |
% |
|
6/30/2023 |
|
|
21,585,200 |
|
|
N/A |
|
|
|
21,585,200 |
|
|
|
19,521,350 |
|
|
|
5.9 |
% |
||
Indonesia |
|
Other Investments |
|
Chocolate and Cocoa Products |
|
Cocoa Processor |
|
13.00% |
|
|
|
0.0 |
% |
|
3/4/2024 |
|
|
10,000,000 |
|
|
N/A |
|
|
|
10,000,000 |
|
|
|
10,000,000 |
|
|
|
3.0 |
% |
||
Malaysia |
|
Vikudha Malaysia Sdn Bhd (7) |
|
Chemicals and Allied Products |
|
Wholesale Distributor |
|
12.00% |
|
|
|
0.0 |
% |
|
6/30/2023 |
|
|
18,159,843 |
|
|
N/A |
|
|
|
18,159,843 |
|
|
|
16,419,531 |
|
|
|
5.0 |
% |
||
Mexico |
|
Blue Arrow Biojet Holdings, LLC (9) |
|
Refuse Systems |
|
Waste to Fuels Processor |
|
15.50% PIK |
|
|
|
1.3 |
% |
|
1/27/2023 |
|
|
35,865,930 |
|
|
N/A |
|
|
|
35,652,280 |
|
|
|
35,652,280 |
|
|
|
10.9 |
% |
||
Peru |
|
Kinder Investments, Ltd. |
|
Sanitary Paper Products |
|
Diaper Manufacturer II |
|
8.00% Cash/3.00% PIK |
|
|
|
0.0 |
% |
|
12/31/2024 |
|
|
4,953,237 |
|
|
N/A |
|
|
|
4,953,237 |
|
|
|
4,953,237 |
|
|
|
1.5 |
% |
||
Singapore |
|
Triton Metallics Pte Ltd. (16) |
|
Coal and Other Minerals and Ores |
|
Non-Ferrous Metal Trader |
|
6.00% PIK |
|
|
|
0.0 |
% |
|
8/18/2025 |
|
|
20,458,129 |
|
|
N/A |
|
|
|
20,458,129 |
|
|
|
18,194,760 |
|
|
|
5.5 |
% |
||
Total Senior Secured Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,218,928 |
|
|
|
117,645,480 |
|
|
|
35.8 |
% |
||
Senior Secured Term Loan Participations (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Botswana |
|
Other Investments |
|
Short-Term Business Credit |
|
SME Financier |
|
9.63% |
|
|
|
0.0 |
% |
|
8/18/2023 |
|
|
4,740,000 |
|
|
47% |
|
|
|
4,740,000 |
|
|
|
4,740,000 |
|
|
|
1.4 |
% |
||
Brazil |
|
Qintess Tecnologia e Participacoes Ltda (13) |
|
Computer Related Services, NEC |
|
IT Service Provider |
|
10.75% Cash/3.25% PIK |
|
|
|
0.0 |
% |
|
11/23/2023 |
|
|
18,941,406 |
|
|
27% |
|
|
|
19,243,511 |
|
|
|
19,243,511 |
|
|
|
5.9 |
% |
||
Brazil |
|
Other Investments |
|
Boatbuilding and Repairing |
|
Ship Maintenance & Repair Service Provider |
|
8.00% Cash/8.00% PIK |
|
|
|
0.0 |
% |
|
12/7/2023 |
|
|
6,832,142 |
|
|
42% |
|
|
|
6,806,170 |
|
|
|
6,806,170 |
|
|
|
2.1 |
% |
||
Cabo Verde |
|
TRG Cape Verde Holdings Ltd (6), (16) |
|
Hotels and Motels |
|
Hospitality Service Provider |
|
10.00% Cash/4.75% PIK |
|
|
|
0.0 |
% |
|
12/31/2024 |
|
|
14,511,780 |
|
|
88% |
|
|
|
17,828,012 |
|
|
|
16,067,298 |
|
|
|
4.9 |
% |
||
Colombia |
|
Other Investments |
|
Personal Credit Institutions |
|
Consumer Lender II |
|
11.90% |
|
|
|
0.0 |
% |
|
9/1/2025 |
|
|
3,051,167 |
|
|
7% |
|
|
|
3,051,167 |
|
|
|
3,051,167 |
|
|
|
0.9 |
% |
||
Ghana |
|
Other Investments (6) |
|
Petroleum and Petroleum Products |
|
Tank Farm Operator |
|
12.00% |
|
|
|
0.0 |
% |
|
2/10/2023 |
|
|
5,747,004 |
|
|
76% |
|
|
|
5,747,004 |
|
|
|
5,747,004 |
|
|
|
1.8 |
% |
||
Jersey |
|
Africell Holding Limited (10) |
|
Telephone Communications |
|
Mobile Network Operator |
|
9.70% |
|
|
|
3.0 |
% |
|
9/30/2026 |
|
|
15,000,000 |
|
|
16% |
|
|
|
15,000,000 |
|
|
|
15,000,000 |
|
|
|
4.6 |
% |
||
Kenya |
|
Multiple ICD (Kenya) Limited (16) |
|
Freight Transportation Arrangement |
|
Freight and Cargo Transporter |
|
7.75% Cash/4.00% PIK |
|
|
|
0.0 |
% |
|
3/31/2023 |
|
|
14,909,819 |
|
|
42% |
|
|
|
14,909,819 |
|
|
|
12,919,794 |
|
|
|
3.9 |
% |
||
Namibia |
|
Trustco Group Holdings Ltd. (14), (16) |
|
Land Subdividers and Developers |
|
Property Developer |
|
8.50% Cash/4.00% PIK |
|
|
|
0.0 |
% |
|
8/15/2021 |
|
|
18,622,449 |
|
|
100% |
|
|
|
18,622,449 |
|
|
|
14,127,440 |
|
|
|
4.3 |
% |
||
Netherlands |
|
Other Investments (9) |
|
Motor Vehicle Parts and Accessories |
|
Wheel Manufacturer |
|
14.23% |
|
|
|
0.0 |
% |
|
2/7/2024 |
|
|
8,275,000 |
|
|
44% |
|
|
|
9,779,546 |
|
|
|
9,779,546 |
|
|
|
3.0 |
% |
||
Nigeria |
|
Helios Maritime I (15), (16) |
|
Towing and Tugboat Service |
|
Marine Logistics Provider |
|
15.28% |
|
|
|
0.8 |
% |
|
1/31/2022 |
|
|
17,007,004 |
|
|
100% |
|
|
|
17,007,004 |
|
|
|
8,040,131 |
|
|
|
2.4 |
% |
||
Romania |
|
Other Investments (8) |
|
Retail Bakeries |
|
Frozen Bakery Products Manufacturer |
|
7.00% Cash/7.00% PIK |
|
|
|
2.5 |
% |
|
5/20/2024 |
|
|
4,039,909 |
|
|
27% |
|
|
|
4,054,903 |
|
|
|
4,054,903 |
|
|
|
1.2 |
% |
||
Uganda |
|
Agilis Partners Holding LLC (16) |
|
Corn |
|
Grain Processor G |
|
12.80% PIK |
|
|
|
0.0 |
% |
|
7/8/2024 |
|
|
528,004 |
|
|
100% |
|
|
|
528,004 |
|
|
|
528,004 |
|
|
|
0.2 |
% |
||
Uganda |
|
Agilis Partners (16) |
|
Corn |
|
Grain Processor F |
|
3.50% Cash/8.00% PIK |
|
|
|
0.0 |
% |
|
6/30/2025 |
|
|
11,551,568 |
|
|
100% |
|
|
|
11,551,568 |
|
|
|
10,522,030 |
|
|
|
3.2 |
% |
||
Total Senior Secured Term Loan Participations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148,869,157 |
|
|
|
130,626,998 |
|
|
|
39.8 |
% |
||||
Senior Secured Trade Finance Participations (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Argentina |
|
Compania Argentina de Granos S.A. (16), (17) |
|
Soybeans |
|
Agriculture Distributor |
|
10.45% |
|
|
|
0.0 |
% |
|
6/30/2018 |
|
|
12,500,000 |
|
|
83% |
|
|
|
12,500,000 |
|
|
|
5,772,745 |
|
|
|
1.8 |
% |
||
Argentina |
|
Sancor Cooperativas Unidas Ltda (16) |
|
Dairy Farms |
|
Dairy Co-Operative |
|
10.67% |
|
|
|
0.0 |
% |
|
7/29/2019 |
|
|
5,802,296 |
|
|
22% |
|
|
|
5,802,296 |
|
|
|
4,393,274 |
|
|
|
1.3 |
% |
||
Argentina |
|
Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (16), (17) |
|
Beef Cattle, Except Feedlots |
|
Beef Exporter |
|
11.50% |
|
|
|
0.0 |
% |
|
8/31/2017 |
|
|
9,000,000 |
|
|
28% |
|
|
|
9,000,000 |
|
|
|
6,361,679 |
|
|
|
1.9 |
% |
||
Argentina |
|
Algodonera Avellaneda S.A. (16), (17) |
|
Cotton Ginning |
|
Cotton Producer |
|
9.00% |
|
|
|
0.0 |
% |
|
8/31/2017 |
|
|
6,000,000 |
|
|
27% |
|
|
|
6,000,000 |
|
|
|
3,398,558 |
|
|
|
1.0 |
% |
||
Cameroon |
|
Producam SA (16) |
|
Chocolate and Cocoa Products |
|
Cocoa & Coffee Exporter |
|
9.50%, 6.00% |
|
|
|
0.0 |
% |
|
9/30/2023 |
|
|
15,671,250 |
|
|
72% |
|
|
|
15,671,250 |
|
|
|
14,950,820 |
|
|
|
4.6 |
% |
||
Hong Kong |
|
Conplex International Ltd. (16), (17) |
|
Telephone and Telegraph Apparatus |
|
Mobile Phone Distributor |
|
12.00% |
|
|
|
0.0 |
% |
|
5/31/2020 |
|
|
9,072,469 |
|
|
26% |
|
|
|
9,072,469 |
|
|
|
1,685,937 |
|
|
|
0.5 |
% |
||
Indonesia |
|
Other Investments |
|
Chocolate and Cocoa Products |
|
Cocoa Processor |
|
11.00% |
|
|
|
0.0 |
% |
|
3/4/2024 |
|
|
5,000,000 |
|
|
24% |
|
|
|
5,000,000 |
|
|
|
5,000,000 |
|
|
|
1.5 |
% |
||
Morocco |
|
Mac Z Group SARL (16) |
|
Secondary Nonferrous Metals |
|
Scrap Metal Recycler |
|
11.00% |
|
|
|
0.0 |
% |
|
7/31/2018 |
|
|
1,433,058 |
|
|
73% |
|
|
|
1,433,058 |
|
|
|
628,862 |
|
|
|
0.2 |
% |
||
Nigeria |
|
Other Investments (9) |
|
Farm Products |
|
Cocoa Trader III |
|
8.50% |
|
|
|
0.0 |
% |
|
12/31/2022 |
|
|
664,101 |
|
|
25% |
|
|
|
664,101 |
|
|
|
664,101 |
|
|
|
0.2 |
% |
||
Nigeria |
|
Other Investments (9) |
|
Farm Products |
|
Cocoa Trader II |
|
8.50% |
|
|
|
0.0 |
% |
|
12/31/2022 |
|
|
820,482 |
|
|
14% |
|
|
|
820,482 |
|
|
|
820,482 |
|
|
|
0.2 |
% |
||
South Africa |
|
Applewood Trading 199 Pty, Ltd.(16), (17) |
|
Salted and Roasted Nuts and Seeds |
|
Fruit & Nut Distributor |
|
17.50% |
|
|
|
0.0 |
% |
|
5/22/2015 |
|
|
785,806 |
|
|
19% |
|
|
|
785,806 |
|
|
|
497,462 |
|
|
|
0.2 |
% |
||
United Arab Emirates |
|
Global Pharma Intelligence Sarl (16), (17) |
|
Drugs, Proprietaries, and Sundries |
|
Pharmaceuticals Distributor |
|
14.60% |
|
|
|
0.0 |
% |
|
6/30/2018 |
|
|
648,430 |
|
|
60% |
|
|
|
648,430 |
|
|
|
648,430 |
|
|
|
0.2 |
% |
||
Total Senior Secured Trade Finance Participations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,397,892 |
|
|
|
44,822,350 |
|
|
|
13.6 |
% |
||||
Other Investments (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
N/A |
|
IIG TOF B.V. (16), (17) |
|
Miscellaneous Business Credit |
|
Receivable from IIG TOF B.V. |
|
8.75% |
|
|
|
0.0 |
% |
|
N/A |
|
|
6,000,000 |
|
|
N/A |
|
|
|
6,000,000 |
|
|
|
3,758,063 |
|
|
|
1.1 |
% |
||
Equity Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mexico |
|
Blue Arrow Biojet Holdings, LLC (18) |
|
Refuse Systems |
|
Waste to Fuels Processor |
|
N/A |
|
|
N/A |
|
|
N/A |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
|
1,088,168 |
|
|
|
0.3 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
348,485,977 |
|
|
|
297,941,059 |
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
1 |
Refer to Notes 2, 3 and 4 of the consolidated financial statements for additional information on the Company’s investments. |
2 |
5
Fees may include upfront, origination, commitment, facility and/or other fees that the borrower must contractually pay to the Company. Fees, if any, are typically received in connection with term loan transactions and are rarely applicable to trade finance transactions. |
3 |
Trade finance borrowers may be granted flexibility with respect to repayment relative to the stated maturity date to accommodate specific contracts and/or business cycle characteristics. This flexibility in each case is agreed upon between the Company and the sub-advisor and between the sub-advisor and the borrower. |
4 |
Percentage of the Company’s participation in total borrowings outstanding under sub-advisor provided financing facility. |
5 |
Principal and interest paid monthly. The maturity date is expected to be extended in connection with a restructure of the loan. |
6 |
Principal and interest paid quarterly. |
7 |
Interest paid quarterly. Principal repaid in quarterly installments starting in September 2020. |
8 |
Quarterly interest only payment. Principal due at maturity. |
9 |
Principal and interest to be paid at maturity. |
10 |
Quarterly interest payments. Principal to start amortizing 15 months from 03/26/18, the initial utilization date (IUD) as follows: 4.5% of loan balance quarterly until IUD + 27 months, then 6.5% of loan balance quarterly until IUD + 48 months, thereafter 7.5% of loan balance quarterly until maturity. |
11 |
Interest paid quarterly. Principal to be repaid in full in June 2023. |
12 |
Principal and interest paid annually. The maturity date is expected to be extended in connection with a restructure of the loan. |
13 |
Interest includes a stated coupon rate plus additional contingent interest payments based on a percentage of earnings before interest, taxes, depreciation and amortization (“EBITDA”) after a minimum threshold has been achieved by the borrower. |
14 |
Quarterly interest payments. Refer to Note 3 for additional information. |
15 |
Interest accrues at a variable rate of one-month London Interbank Offered Rate (“LIBOR”) + 10.5%, which is paid currently, and also includes 4.68% of deferred interest due at maturity. |
16 |
Watch List investment. Refer to Note 3 for additional information. |
17 |
Investment on non-accrual status. |
18 |
The Company holds equity warrants, which upon exercise would entitle the Company to equity interests equivalent to 7.43% of the investee’s equity interest. The warrants have a strike price of $0.01 and expire on October 27, 2022. |
6
TriLinc Global Impact Fund, LLC
Consolidated Schedule of Investments
December 31, 2021
Investment Type / Country |
|
Portfolio Company |
|
Sector |
|
Description |
|
Interest |
|
|
Fees (2) |
|
|
Maturity (3) |
|
Principal Amount |
|
|
Participation % (4) |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
% of Net Assets |
|
|||||||
Senior Secured Term Loans (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Brazil |
|
Usivale Industria E Commercio Ltda (12), (17), (18) |
|
Sugarcane and Sugar Beets |
|
Sugar Producer |
|
12.43% |
|
|
|
0.0 |
% |
|
12/15/2020 |
|
$ |
2,851,296 |
|
|
N/A |
|
|
$ |
2,851,296 |
|
|
$ |
1,832,492 |
|
|
|
0.5 |
% |
||
Chile |
|
Itelecom Holding Chile SPA (5), (17) |
|
Electric Services |
|
LED Lighting Service Provider |
|
11.00% |
|
|
|
0.0 |
% |
|
6/6/2021 |
|
|
1,456,162 |
|
|
N/A |
|
|
|
1,456,162 |
|
|
|
1,456,162 |
|
|
|
0.4 |
% |
||
Colombia |
|
Other Investments (20) |
|
Personal Credit Institutions |
|
Consumer Lender |
|
11.25% |
|
|
|
0.0 |
% |
|
1/15/2022 |
|
|
293,920 |
|
|
N/A |
|
|
|
293,920 |
|
|
|
293,920 |
|
|
|
0.1 |
% |
||
Ecuador |
|
Other Investments |
|
Corrugated and solid fiber boxes |
|
Sustainable Packaging Manufacturer |
|
9.16% Cash/2.20% PIK |
|
|
|
0.0 |
% |
|
6/18/2025 |
|
|
12,387,189 |
|
|
N/A |
|
|
|
12,387,189 |
|
|
|
12,387,189 |
|
|
|
3.7 |
% |
||
Hong Kong |
|
Limas Commodities House Limited (11) |
|
Coal and Other Minerals and Ores |
|
Resource Trader |
|
11.50% PIK |
|
|
|
0.0 |
% |
|
6/30/2023 |
|
|
20,389,264 |
|
|
N/A |
|
|
|
20,389,264 |
|
|
|
20,389,264 |
|
|
|
6.0 |
% |
||
Indonesia |
|
Other Investments |
|
Chocolate and Cocoa Products |
|
Cocoa Processor |
|
13.00% |
|
|
|
0.0 |
% |
|
3/4/2024 |
|
|
10,000,000 |
|
|
N/A |
|
|
|
10,000,000 |
|
|
|
10,000,000 |
|
|
|
3.0 |
% |
||
Malaysia |
|
Vikudha Malaysia Sdn Bhd (7) |
|
Chemicals and Allied Products |
|
Wholesale Distributor |
|
12.00% |
|
|
|
0.0 |
% |
|
6/30/2023 |
|
|
17,537,201 |
|
|
N/A |
|
|
|
17,537,201 |
|
|
|
17,537,201 |
|
|
|
5.2 |
% |
||
Mexico |
|
Blue Arrow Biojet Holdings, LLC (9) |
|
Refuse Systems |
|
Waste to Fuels Processor |
|
14.50% PIK |
|
|
|
1.3 |
% |
|
1/27/2023 |
|
|
32,962,527 |
|
|
N/A |
|
|
|
32,962,527 |
|
|
|
32,962,527 |
|
|
|
9.7 |
% |
||
Peru |
|
Kinder Investments, Ltd. (16) |
|
Sanitary Paper Products |
|
Diaper Manufacturer II |
|
8.00% Cash/3.00% PIK |
|
|
|
0.0 |
% |
|
12/31/2024 |
|
|
4,880,364 |
|
|
N/A |
|
|
|
4,880,364 |
|
|
|
4,880,364 |
|
|
|
1.4 |
% |
||
Singapore |
|
Triton Metallics Pte Ltd. (17) |
|
Coal and Other Minerals and Ores |
|
Non-Ferrous Metal Trader |
|
6.00% PIK |
|
|
|
0.0 |
% |
|
8/18/2025 |
|
|
19,777,304 |
|
|
N/A |
|
|
|
19,777,304 |
|
|
|
17,634,943 |
|
|
|
5.2 |
% |
||
Total Senior Secured Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,535,227 |
|
|
|
119,374,062 |
|
|
|
35.2 |
% |
||
Senior Secured Term Loan Participations (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Botswana |
|
Other Investments |
|
Short-Term Business Credit |
|
SME Financier |
|
9.63% |
|
|
|
0.0 |
% |
|
8/18/2023 |
|
|
4,740,000 |
|
|
47% |
|
|
|
4,740,000 |
|
|
|
4,740,000 |
|
|
|
1.4 |
% |
||
Brazil |
|
Qintess Tecnologia e Participacoes Ltda (13) |
|
Computer Related Services, NEC |
|
IT Service Provider |
|
10.00% Cash/3.00% PIK |
|
|
|
0.0 |
% |
|
11/23/2023 |
|
|
18,774,784 |
|
|
27% |
|
|
|
19,032,888 |
|
|
|
19,032,888 |
|
|
|
5.6 |
% |
||
Brazil |
|
Other Investments |
|
Boatbuilding and Repairing |
|
Ship Maintenance & Repair Service Provider |
|
8.00% Cash/8.00% PIK |
|
|
|
0.0 |
% |
|
12/7/2023 |
|
|
6,501,170 |
|
|
42% |
|
|
|
6,466,030 |
|
|
|
6,466,030 |
|
|
|
1.9 |
% |
||
Cabo Verde |
|
TRG Cape Verde Holdings Ltd (6), (17) |
|
Hotels and Motels |
|
Hospitality Service Provider |
|
10.00% Cash/4.75% PIK |
|
|
|
0.0 |
% |
|
12/31/2021 |
|
|
14,141,063 |
|
|
88% |
|
|
|
14,141,063 |
|
|
|
11,830,862 |
|
|
|
3.5 |
% |
||
Colombia |
|
Other Investments |
|
Personal Credit Institutions |
|
Consumer Lender II |
|
11.90% |
|
|
|
0.0 |
% |
|
9/1/2025 |
|
|
5,048,473 |
|
|
7% |
|
|
|
5,048,473 |
|
|
|
5,048,473 |
|
|
|
1.5 |
% |
||
Ghana |
|
Other Investments (6) |
|
Petroleum and Petroleum Products |
|
Tank Farm Operator |
|
12.00% |
|
|
|
0.0 |
% |
|
2/10/2023 |
|
|
8,367,480 |
|
|
76% |
|
|
|
8,367,480 |
|
|
|
8,367,480 |
|
|
|
2.5 |
% |
||
Jersey |
|
Africell Holding Limited (10) |
|
Telephone Communications |
|
Mobile Network Operator |
|
9.70% |
|
|
|
3.0 |
% |
|
9/30/2026 |
|
|
15,000,000 |
|
|
16% |
|
|
|
15,000,000 |
|
|
|
15,000,000 |
|
|
|
4.4 |
% |
||
Kenya |
|
Multiple ICD (Kenya) Limited (17) |
|
Freight Transportation Arrangement |
|
Freight and Cargo Transporter |
|
7.75% Cash/4.00% PIK |
|
|
|
0.0 |
% |
|
3/31/2023 |
|
|
14,612,822 |
|
|
42% |
|
|
|
14,612,822 |
|
|
|
13,058,231 |
|
|
|
3.9 |
% |
||
Namibia |
|
Trustco Group Holdings Ltd. (14), (17) |
|
Land Subdividers and Developers |
|
Property Developer |
|
8.50% Cash/4.00% PIK |
|
|
|
0.0 |
% |
|
8/15/2021 |
|
|
18,253,506 |
|
|
100% |
|
|
|
18,253,506 |
|
|
|
15,184,914 |
|
|
|
4.5 |
% |
||
Netherlands |
|
Other Investments (9) |
|
Motor Vehicle Parts and Accessories |
|
Wheel Manufacturer |
|
14.23% |
|
|
|
0.0 |
% |
|
2/7/2024 |
|
|
8,275,000 |
|
|
44% |
|
|
|
9,278,031 |
|
|
|
9,278,031 |
|
|
|
2.7 |
% |
||
Nigeria |
|
Helios Maritime I (15), (17) |
|
Towing and Tugboat Service |
|
Marine Logistics Provider |
|
10.60% |
|
|
|
0.8 |
% |
|
1/31/2022 |
|
|
17,007,004 |
|
|
100% |
|
|
|
17,007,004 |
|
|
|
8,673,930 |
|
|
|
2.6 |
% |
||
Romania |
|
Other Investments (8) |
|
Retail Bakeries |
|
Frozen Bakery Products Manufacturer |
|
7.00% Cash/7.00% PIK |
|
|
|
2.5 |
% |
|
5/20/2024 |
|
|
3,900,880 |
|
|
27% |
|
|
|
3,915,874 |
|
|
|
3,915,874 |
|
|
|
1.2 |
% |
||
Uganda |
|
Other Investments |
|
Corn |
|
Grain Processor G |
|
12.80% PIK |
|
|
|
0.0 |
% |
|
7/8/2024 |
|
|
517,493 |
|
|
100% |
|
|
|
517,493 |
|
|
|
517,493 |
|
|
|
0.2 |
% |
||
Uganda |
|
Other Investments |
|
Corn |
|
Grain Processor F |
|
3.50% Cash/8.00% PIK |
|
|
|
0.0 |
% |
|
6/30/2025 |
|
|
11,176,537 |
|
|
100% |
|
|
|
11,176,537 |
|
|
|
11,176,537 |
|
|
|
3.3 |
% |
||
Total Senior Secured Term Loan Participations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147,557,201 |
|
|
|
132,290,743 |
|
|
|
39.2 |
% |
||
Senior Secured Trade Finance Participations (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Argentina |
|
Compania Argentina de Granos S.A. (17), (18) |
|
Soybeans |
|
Agriculture Distributor |
|
10.45% |
|
|
|
0.0 |
% |
|
6/30/2018 |
|
|
12,500,000 |
|
|
83% |
|
|
|
12,500,000 |
|
|
|
5,772,744 |
|
|
|
1.7 |
% |
||
Argentina |
|
Sancor Cooperativas Unidas Ltda (17) |
|
Dairy Farms |
|
Dairy Co-Operative |
|
10.67% |
|
|
|
0.0 |
% |
|
7/29/2019 |
|
|
5,802,296 |
|
|
22% |
|
|
|
5,802,296 |
|
|
|
4,393,274 |
|
|
|
1.3 |
% |
||
Argentina |
|
Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (17), (18) |
|
Beef Cattle, Except Feedlots |
|
Beef Exporter |
|
11.50% |
|
|
|
0.0 |
% |
|
8/31/2017 |
|
|
9,000,000 |
|
|
28% |
|
|
|
9,000,000 |
|
|
|
6,361,679 |
|
|
|
1.9 |
% |
||
Argentina |
|
Algodonera Avellaneda S.A. (17), (18) |
|
Cotton Ginning |
|
Cotton Producer |
|
9.00% |
|
|
|
0.0 |
% |
|
8/31/2017 |
|
|
6,000,000 |
|
|
27% |
|
|
|
6,000,000 |
|
|
|
3,398,558 |
|
|
|
1.0 |
% |
||
Cameroon |
|
Producam SA (17) |
|
Chocolate and Cocoa Products |
|
Cocoa & Coffee Exporter |
|
9.5%, 6.0% |
|
|
|
0.0 |
% |
|
6/30/2022 |
|
|
14,979,753 |
|
|
72% |
|
|
|
14,979,751 |
|
|
|
14,387,877 |
|
|
|
4.2 |
% |
||
Hong Kong |
|
Conplex International Ltd. (17), (18) |
|
Telephone and Telegraph Apparatus |
|
Mobile Phone Distributor |
|
12.00% |
|
|
|
0.0 |
% |
|
5/31/2020 |
|
|
9,500,000 |
|
|
26% |
|
|
|
9,500,000 |
|
|
|
2,495,595 |
|
|
|
0.7 |
% |
||
Indonesia |
|
Other Investments |
|
Chocolate and Cocoa Products |
|
Cocoa Processor |
|
11.00% |
|
|
|
0.0 |
% |
|
5/26/2022 |
|
|
5,000,000 |
|
|
24% |
|
|
|
5,000,000 |
|
|
|
5,000,000 |
|
|
|
1.5 |
% |
||
Morocco |
|
Mac Z Group SARL (17) |
|
Secondary Nonferrous Metals |
|
Scrap Metal Recycler |
|
11.00% |
|
|
|
0.0 |
% |
|
7/31/2018 |
|
|
1,433,058 |
|
|
73% |
|
|
|
1,433,058 |
|
|
|
628,862 |
|
|
|
0.2 |
% |
||
Nigeria |
|
Other Investments (9) |
|
Farm Products |
|
Cocoa Trader III |
|
8.50% |
|
|
|
0.0 |
% |
|
3/31/2022 |
|
|
675,256 |
|
|
25% |
|
|
|
675,256 |
|
|
|
675,256 |
|
|
|
0.2 |
% |
||
Nigeria |
|
Other Investments (9) |
|
Farm Products |
|
Cocoa Trader II |
|
8.50% |
|
|
|
0.0 |
% |
|
3/31/2022 |
|
|
832,952 |
|
|
14% |
|
|
|
832,952 |
|
|
|
832,952 |
|
|
|
0.2 |
% |
||
South Africa |
|
Applewood Trading 199 Pty, Ltd.(17), (18) |
|
Salted and Roasted Nuts and Seeds |
|
Fruit & Nut Distributor |
|
17.50% |
|
|
|
0.0 |
% |
|
5/22/2015 |
|
|
785,806 |
|
|
19% |
|
|
|
785,806 |
|
|
|
497,462 |
|
|
|
0.1 |
% |
||
United Arab Emirates |
|
Global Pharma Intelligence Sarl (17), (18) |
|
Drugs, Proprietaries, and Sundries |
|
Pharmaceuticals Distributor |
|
14.60% |
|
|
|
0.0 |
% |
|
6/30/2018 |
|
|
648,430 |
|
|
60% |
|
|
|
648,430 |
|
|
|
648,430 |
|
|
|
0.2 |
% |
||
Total Senior Secured Trade Finance Participations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,157,549 |
|
|
|
45,092,689 |
|
|
|
13.2 |
% |
||
Other Investments (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
N/A |
|
IIG TOF B.V. (17), (18), (19) |
|
Miscellaneous Business Credit |
|
Receivable from IIG TOF B.V. |
|
8.75% |
|
|
|
0.0 |
% |
|
N/A |
|
|
6,000,000 |
|
|
N/A |
|
|
|
6,000,000 |
|
|
|
3,758,063 |
|
|
|
1.1 |
% |
||
Equity Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mexico |
|
Blue Arrow Biojet Holdings, LLC |
|
Refuse Systems |
|
Waste to Fuels Processor |
|
N/A |
|
|
N/A |
|
|
N/A |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
|
1,088,168 |
|
|
|
0.3 |
% |
||||
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
343,249,977 |
|
|
$ |
301,603,725 |
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
1 |
Refer to Notes 2, 3 and 4 of the consolidated financial statements for additional information on the Company’s investments. |
2 |
Fees may include upfront, origination, commitment, facility and/or other fees that the borrower must contractually pay to the Company. Fees, if any, are typically received in connection with term loan transactions and are rarely applicable to trade finance transactions. |
3 |
7
Trade finance borrowers may be granted flexibility with respect to repayment relative to the stated maturity date to accommodate specific contracts and/or business cycle characteristics. This flexibility in each case is agreed upon between the Company and the sub-advisor and between the sub-advisor and the borrower. |
4 |
Percentage of the Company’s participation in total borrowings outstanding under sub-advisor provided financing facility. |
5 |
Principal and interest paid monthly. The maturity date is expected to be extended in connection with a restructure of the loan. |
6 |
Principal and interest paid quarterly. |
7 |
Interest paid quarterly. Principal repaid in quarterly installments starting in September 2020. |
8 |
Quarterly interest only payment. Principal due at maturity. |
9 |
Principal and interest paid at maturity. |
10 |
Quarterly interest payments. Principal to start amortizing 15 months from IUD as follows: 4.5% of loan balance quarterly until IUD + 27 months, then 6.5% of loan balance quarterly until IUD + 48 months, thereafter 7.5% of loan balance quarterly until maturity. |
11 |
Interest paid quarterly. Principal to be repaid in full in June 2023. |
12 |
Principal and interest paid annually. The maturity date is expected to be extended in connection with a restructure of the loan. |
13 |
Interest includes a stated coupon rate plus additional contingent interest payments based on a percentage of earnings before interest, taxes, depreciation and amortization (“EBITDA”) after a minimum threshold has been achieved by the borrower. |
14 |
Quarterly interest payments. Refer to Note 3 for additional information. |
15 |
Interest accrues at a variable rate of one-month LIBOR + 10.5%, which is paid currently, and also includes 4.68% of deferred interest due at maturity. The maturity date is expected to be extended in connection with a restructure of the loan. |
16 |
In connection with a restructure of the underlying facilities, all maturity dates were extended to 12/31/2024. |
17 |
Watch List investment. Refer to Note 3 for additional information. |
18 |
Investment on non-accrual status. |
19 |
This investment was originally classified as an investment in a credit facility originated by IIG TOF B.V., a fund advised by IIG. During the third quarter of 2018, as part of its quarterly verification process, the Company learned new information concerning this investment, which resulted in the Company reclassifying it from senior secured trade finance participations to short term investments. Please see Note 3 for additional information. |
20 |
Principal and interest were paid in full during the first quarter of 2022. |
8
TRILINC GLOBAL IMPACT FUND, LLC
Notes to Consolidated Financial Statements
June 30, 2022
(Unaudited)
Note 1. Organization and Operations of the Company
TriLinc Global Impact Fund, LLC (the “Company”) was organized as a Delaware limited liability company on April 30, 2012 and formally commenced operations on June 11, 2013. The Company makes impact investments in Small and Medium Enterprises, known as SMEs, which the Company defines as those businesses having less than 500 employees, primarily in developing economies that provide the opportunity to achieve both competitive financial returns and positive measurable impact. The Company uses the proceeds raised from the issuance of units to invest in SMEs through local market sub-advisors in a diversified portfolio of financial assets, including direct loans, convertible debt instruments, trade finance, structured credit and preferred and common equity investments. To a lesser extent, the Company may also make impact investments in companies that may not meet our technical definition of SMEs due to a larger number of employees but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. In addition, the Company may also make investments in developed economies, including the United States. The Company generally expects that such investments will have similar investment characteristics as SMEs as defined by the Company. The Company’s investment objectives are to generate current income, capital preservation and modest capital appreciation primarily through investments in SMEs. The Company is externally managed by TriLinc Advisors, LLC (the “Advisor”). The Advisor is an investment advisor registered with the Securities and Exchange Commission (“SEC”).
TriLinc Global, LLC (the “Sponsor”) is the sponsor of the Company and employs staff who operate both the Advisor and the Company. The Sponsor owns 100% of the Advisor.
In May 2012, the Advisor purchased 22,161 Class A units for aggregate gross proceeds of $200,000. The Company commenced its initial public offering of up to $1,500,000,000 in units of limited liability company interest (the “Offering”) on February 25, 2013. On June 11, 2013, the Company satisfied its minimum offering requirement of $2,000,000 when the Sponsor purchased 321,330 Class A units for aggregate gross proceeds of $2,900,000 and the Company commenced operations. The primary public offering terminated on March 31, 2017. The Company continues to offer and sell units pursuant to its Distribution Reinvestment Plan (“DRP”). Through the termination of the primary offering, the Company raised approximately $361,776,000 in gross proceeds, including approximately $13,338,000 raised through the DRP. For the period from April 1, 2017 to June 30, 2022, the Company raised an additional $100,031,000 pursuant to a private placement and $49,086,000 pursuant to the DRP, for total gross proceeds of approximately $510,893,000 as of June 30, 2022.
Although the Company was organized and intends to conduct its business in a manner so that it is not required to register as an investment company under the Investment Company Act of 1940, as amended, the consolidated financial statements are prepared using the specialized accounting principles of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. Overall, the Company’s management believes the use of investment company accounting makes the Company’s financial statements more useful to investors and other financial statement users since it allows a more appropriate basis of comparison to other entities with similar objectives.
To assist the Company in achieving its investment objective, the Company makes investments via wholly owned subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”), all of which are Cayman Islands exempted companies. The Subsidiaries own all of the Company’s investments. As of June 30, 2022, the Company’s subsidiaries are as follows:
|
• |
TriLinc Global Impact Fund – Asia, Ltd. |
|
• |
TriLinc Global Impact Fund – Latin America, Ltd. |
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TriLinc Global Impact Fund – Trade Finance, Ltd. |
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TriLinc Global Impact Fund – African Trade Finance, Ltd. |
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TriLinc Global Impact Fund – Africa, Ltd. |
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TriLinc Global Impact Fund – Latin America II, Ltd. |
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TriLinc Global Impact Fund – African Trade Finance II, Ltd. |
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TriLinc Global Impact Fund – Latin America III, Ltd. |
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TriLinc Global Impact Fund – Asia II, Ltd. |
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TriLinc Global Impact Fund – Asia III, Ltd. |
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TriLinc Global Impact Fund – Asia IV, Ltd. |
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TriLinc Global Impact Fund – African Trade Finance III, Ltd. |
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TriLinc Global Impact Fund – Europe, Ltd. |
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TriLinc Global Impact Fund – North America, Ltd. |
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TriLinc Global Impact Fund – Africa Latin America, Ltd. |
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TriLinc Global Impact Fund – Cayman, Ltd. |
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Through June 30, 2022, the Company has made, through its Subsidiaries, loans in a number of countries located in South America, Asia, Africa, North America, and Europe.
COVID-19
The ongoing COVID-19 pandemic (more commonly referred to as the Coronavirus), including the emergence of the BA.5 variant and other variants, continues to adversely impact many industries and businesses directly or indirectly. Adverse impacts include disrupted global travel and supply chains, which adversely impact global commercial activity. Many businesses across the globe have seen a downturn in production and productivity due to the suspension of business and temporary closure of offices and factories that was prevalent during most of 2020 and continued into the second quarter of 2022 in certain areas. Although the economic recovery has been significantly affected by supply chain disruptions and higher input costs, which have been exacerbated by the conflict between Russia and Ukraine. These issues have more acutely affected developing economies. The Company believes that some of the regions in which it invests are poised to achieve economic normalization once the supply chain disruptions and input cost increases dissipate. However, the Company believes certain regions, industries and borrowers may experience further material economic distress due to the compound impact of more than two years of economic hardship and some borrowers may find it difficult or impossible to recover. Any of these adverse developments could have a material adverse effect on our business, financial condition and results of operations. However, if COVID-19 cases began to spike again globally, as we saw with recent variants, it could further adversely impact the Company’s borrowers’ businesses, financial condition and results of operations, which could result in their inability to make required payments in the near term and impact the fair value of the Company’s investments. During the six months ended June 30, 2022 and the year ended December 31, 2021, the Company made material adjustments to the fair value of certain of its investments, in part due to the impact of COVID-19. These adjustments, which amounted to approximately $231,000 and $6,368,000, respectively, in the aggregate during the six months ended June 30, 2022 and the year ended December 31, 2021, were made with respect to 18.7% and 18.5%, respectively, of the Company’s investments (calculated based on the aggregate fair value of the Company’s total investments).
Although the Coronavirus has created material uncertainty and economic disruption, due to the rapidly evolving nature of the situation, the Company cannot predict the ultimate impact it will have on us. The Company is managing the situation through active engagement with its borrowers and is analyzing the potential effects COVID-19 may have on the portfolio or any potential capital deployments. Additionally, our Advisor has implemented its business continuity plan and additional procedures designed to protect against the introduction of the Coronavirus to the workforce, including permitting employees to work remotely and significantly enhanced office sterilization procedures to minimize the probability of contagion.
While many of the Company’s borrowers' businesses have experienced some disruption related to COVID-19, degrees of effect have varied. For example, as indicated under "Watch List Investments" below, the borrowers with respect to the investment added to the Watch List for the six months ended June 30, 2022 and for the year ended December 31, 2021 have not made required payments in part due to adverse impacts they have experienced related to the COVID-19 pandemic, as well as due to the adverse impacts of supply chain disruptions and higher input costs associated with shortages of goods and labor. Where appropriate, the Company and/or the Company’s sub-advisors are working with borrowers to restructure facilities and may restructure additional facilities to provide relief needed by certain borrowers, without necessarily providing concessions that are out of market. Due in part to the disruptions associated with COVID-19 as well as due to the supply chain disruptions and increased input costs, the Company can provide no assurances that it will be able to continue to collect interest and principal payments at levels comparable to those prior to the pandemic. Further, the Company can provide no assurances that it will be able to recover all past due amounts from delinquent borrowers. The economic uncertainty and disruption described above is expected to continue and the Company may see further defaults and additional investments may be added to the Watch List in subsequent quarters. The adverse impact of COVID-19 was one of the material contributors to the approximate $0.22 decline in the Company's NAV per unit as of June 30, 2022, as compared to the Company’s NAV per unit as of December 31, 2021. The Company's NAV is a reflection of the cumulative effect of 10 consecutive quarters of the adverse economic impact of COVID-19, compounded by the rising input costs caused, in part, by the conflict between Russia and Ukraine.
In addition, the Company saw a slowdown in transaction volume due to the impact of the pandemic in the first and second quarters of 2022 and through most of 2021, as smaller SMEs and those in industries most affected by COVID-19 (travel and hospitality, retail sales, etc.) were no longer in a position to appropriately add debt capital. While transaction volume has increased in recent months, it has not yet recovered to pre-pandemic levels and may continue to be affected by restrictions on travel and other shelter in place orders, making it more difficult to conduct in-person visits with potential borrowers. Additionally, in future periods the Company may hold higher levels of cash than before the pandemic to ensure it has sufficient cash available to meet its cash obligations. Uncertain or inconsistent deployment of capital or higher cash balances each have the potential to further reduce cash flow generated to cover the Company’s distributions to its unitholders and/or cause the Company to further reduce its NAV in future periods.
Inflation and Conflict in Ukraine
Input costs remain high and the conflict between Russia and Ukraine has increased the disruption, instability and volatility in global markets and industries. The Company does not have any investments in, and none of its borrowers receive supplies directly from,
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Russia, Belarus or Ukraine. Therefore, to date, the Company has not been materially impacted by the actions of the Russian government. Market disruptions in a single country could cause a worsening of conditions on a regional and even global level, as economic problems in a single country can significantly impact other markets and economies. While the direct impact on the Company of Russia's invasion of Ukraine is limited, the Company is being affected by increases in the price of oil as a result of sanctions on Russia, which contributes to overall inflation and increased costs. The ongoing conflict could cause increased volatility in the economies and financial markets of countries throughout the region, or even globally. The Company continues to monitor the uncertainty surrounding the extent and duration of this ongoing conflict and the impact that it may have on the global economy and on the Company's business.
Note 2. Significant Accounting Policies
Basis of Presentation
The Company’s financial information is prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company follows the accounting and reporting guidance in the FASB ASC Topic 946 — Financial Services, Investment Companies (“ASC 946”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. In particular, the COVID-19 pandemic has adversely impacted and is likely to further adversely impact the Company's business, the businesses of the Company's borrowers and the global markets generally. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including fair value measurements, and asset impairment charges, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or address its impact, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.
The interim consolidated financial statements and notes are presented as permitted by the requirements for Quarterly Reports on Form 10-Q. Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with GAAP is not required for interim reporting purposes and has been omitted herein. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 30, 2022.
The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results that ultimately may be achieved for the full year ending December 31, 2022.
The accompanying consolidated financial statements include the accounts of the Company and its Subsidiaries, which were established to hold certain investments of the Company. The Company owns 100% of each Subsidiary and, as such, the Subsidiaries are consolidated into the Company’s consolidated financial statements. Transactions between Subsidiaries, to the extent they occur, are eliminated in consolidation. The consolidated financial statements reflect all adjustments, consisting solely of normal recurring accruals, that, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition as of and for the periods presented. These financial statements are presented in United States (“U.S.”) dollars, which is the functional and reporting currency of the Company and all its subsidiaries.
Cash
Cash consists of demand deposits at a financial institution located in the U.S. Such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. The Company considers the credit risk of this financial institution to be remote and has not experienced and does not expect to experience any losses in any such accounts. The Company limits its credit risk by selecting financial institutions considered to be highly creditworthy.
Revenue Recognition
The Company records interest income on an accrual basis to the extent that the Company expects to collect such amounts. The Company does not accrue as a receivable interest on loans for accounting purposes if there is reason to doubt the ability to collect such interest. Structuring, upfront and similar fees are recorded as a discount on investments purchased and are accreted into interest income, on a straight-line basis over the life of the associated loan, which the Company has determined not to be materially different from the effective yield method.
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The Company records prepayment fees for loans and debt securities paid back to the Company prior to the maturity date as income upon receipt.
The Company generally places loans on non-accrual status when there is a reasonable doubt that principal or interest will be collected. If, however, management believes the principal and interest will be collected, a loan may be left on accrual status during the period the Company is pursuing repayment of the loan. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment of the financial condition of the borrower. Non-accrual loans are generally restored to accrual status when past due principal and interest is paid and, in the Company’s management’s judgment, is likely to remain current over the remainder of the term.
Valuation of Investments
The Company carries all of its investments at fair value with changes in fair value recognized in the consolidated statement of operations. Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The fair value measurement guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories:
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Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
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Level 2 — Valuations based on inputs other than quoted prices included in Level 1, which are either directly or indirectly observable. |
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Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. |
These investments include debt and equity investments in private companies or assets valued using the income, market or cost approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. Certain investments may be valued based upon a collateral approach, which uses estimated value of underlying collateral and include adjustments deemed necessary for estimates of costs to obtain control and liquidate available collateral. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
The inputs used in the determination of fair value may require significant judgment or estimation.
Investments for which market quotations are readily available are valued at those quotations. Most of the Company’s investments are loans to private companies, which are not actively traded in any market and for which quotations are not available. For those investments for which market quotations are not readily available, or when such market quotations are deemed by the Advisor not to represent fair value, the Company’s board of managers has approved a multi-step valuation process to be followed each fiscal quarter, as described below:
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Each investment is valued by the Advisor in collaboration with the relevant sub-advisor; |
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For all investments with a stated maturity of greater than 12 months, the Company has engaged a third-party independent valuation firm to perform certain limited procedures that the Company identified and requested the independent valuation firm perform a review on the reasonableness of the Company’s internal estimates of fair value on each asset on a quarterly rotating basis, with each of such investments being reviewed at least annually. In addition, the Company engaged an independent valuation firm to perform certain limited procedures that the Company identified and requested the independent valuation firm to provide an estimate of the range of fair value of certain investments on the Watch List. The analysis performed by the independent valuation firm was based upon data and assumptions provided to it by the Company and received from third party sources, which the independent valuation firm relied upon as being accurate without independent verification. The results of the analyses performed by the independent valuation firm are among the factors taken into consideration by the Company and its management in making its determination with respect to the fair value of such investments, but are not determinative. The Company and its management are solely and ultimately responsible for determining the fair value of the Company’s investments in good faith; |
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The audit committee of the Company’s board of managers reviews and discusses the preliminary valuation prepared by the Advisor and any report rendered by the independent valuation firm; and |
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4. |
The board of managers discusses the valuations and determines the fair value of each investment in the Company’s portfolio in good faith based on the inputs which include but are not limited to, inputs of the Advisor, the independent valuation firm and the audit committee. The Company and its board of managers are solely and ultimately responsible for the determination, in good faith, of the fair value of each investment. |
Below is a description of factors that the Company’s board of managers may consider when valuing the Company’s investments.
Any potential valuation adjustments are subject to a materiality threshold as determined by the Advisor. Due to the fact that all non-Watch List investments are performing loans, with no macroeconomic indicator or other event observed that would reasonably be expected to have a material impact on the underlying performance or collateral value of the investment, most of these investments generally do not deviate materially from the amortized cost. If, pursuant to the Company's quarterly review, the Company determines that one or more material valuation adjustments are appropriate, then the Company adjusts the fair value. Historically, in most cases when these adjustments that have resulted in a fair value that is materially different from the investment’s amortized cost, the Company has determined to place it on the Watch List. Fixed income investments are typically valued utilizing a market approach, income approach, collateral based approach, or a combination of these approaches (and any others, as appropriate). The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including the sale of a business) and is used less frequently due to the private nature of the Company’s investments. The income approach uses valuation techniques to convert future amounts (for example, interest and principal payments) to a single present value amount (Discounted Cash Flow or “DCF”) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. For Watch List investments, the Company predominantly uses the income approach, but may also use a collateral based approach (also known as a liquidation or net recovery approach), or a hybrid approach consisting of the income approach and the collateral based approach. The collateral based approach uses estimates of the collateral value of the borrower’s assets using an expected recovery model. When using the collateral based approach, the Company determines the fair value of the remaining assets, discounted to reflect the anticipated amount of time to recovery and the uncertainty of recovery. The Company also may make further adjustments to account for anticipated costs of recovery, including legal fees and expenses. In following a given approach, the types of factors that the Company may take into account in valuing the Company’s investments include, as applicable:
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Macro-economic factors that are relevant to the investment or the underlying borrower |
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Industry factors that are relevant to the investment or the underlying borrower |
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Historical and projected financial performance of the borrower based on most recent financial statements |
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Borrower draw requests and payment track record |
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Loan covenants, duration and drivers |
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Performance and condition of the collateral (nature, type and value) that supports the investment |
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Sub-Advisor recommendation as to possible impairment or reserve, including updates and feedback |
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For participations, the Company’s ownership percentage of the overall facility |
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Key inputs and assumptions that are believed to be most appropriate for the investment and the approach utilized |
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Applicable global interest rates |
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Impact of investments placed on non-accrual status |
With respect to warrants and other equity investments, as well as certain fixed income investments, the Company may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies, option pricing models or industry practices in determining fair value. The Company may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, as well as any other factors the Company deems relevant in measuring the fair values of the Company’s investments.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments
The Company records all of its investment transactions on a trade date basis. The Company measures net realized gains or losses by the difference between the net proceeds from the repayment or sale on investments and the amortized cost basis of the investment including unamortized upfront fees and prepayment penalties. Realized gains or losses on the disposition of an investment are calculated using the specific identification method, utilizing the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Payment-in-Kind Interest
The Company has investments that contain a payment-in-kind, or PIK, interest provision. For loans with contractual PIK interest, any interest will be added to the principal balance of such investments and be recorded as income, if the valuation indicates that such interest is collectible as of June 30, 2022. For the three and six months ended June 30, 2022, the Company earned and capitalized PIK interest of $6,890,727 and $11,251,196, respectively. For the three and six months ended June 30, 2021, the Company earned and capitalized PIK interest of $4,090,539 and $9,591,235, respectively.
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Distribution and Ongoing Dealer Manager and Service Fees
The Company pays a distribution fee equal to 0.8% per annum of the Company’s current estimated value per share for each Class C unit sold in the Offering or pursuant to a private placement. The distribution fee is payable until the earlier to occur of the following: (i) a listing of the Class C units on a national securities exchange, (ii) following completion of each respective offering, total selling compensation equaling 10% of the gross proceeds of such offering, or (iii) there are no longer any Class C units outstanding. In addition, the Company pays an ongoing dealer manager fee for each Class I unit and Class W unit sold pursuant to a private placement. Such ongoing dealer manager fee is payable for five years until the earlier of: (x) the date on which such Class I units or Class W units are repurchased by the Company; (y) the listing of the Class I units or Class W units on a national securities exchange, the sale of the Company or the sale of all or substantially all of the Company’s assets; or (z) the fifth anniversary of the admission of the investor as a unitholder. Further, the Company pays an ongoing service fee for each Class W unit sold pursuant to the private placement. Such ongoing service fee is payable for six years until the earlier of: (x) the date on which such Class W units are repurchased by the Company; (y) the listing of the Class W units on a national securities exchange, the sale of the Company or the sale of all or substantially all of the Company’s assets; or (z) the sixth anniversary of the admission of the investor as a unitholder. The distribution fees, ongoing dealer manager fees and service fees are not paid at the time of purchase. Such fees are payable monthly in arrears, as they become contractually due.
The Company accounts for the distribution fees as a charge to equity at the time each Class C unit was sold in the Offering and recorded a corresponding liability for the estimated amount to be paid in future periods. The Company accounts for the ongoing dealer manager fees and service fees paid in connection with the sale of Class I and Class W units in the private placement in the same manner. At June 30, 2022, the estimated unpaid distribution fees for Class C units amounted to $416,000, the unpaid dealer manager fees for Class I units amounted to $18,000 and the unpaid dealer manager and service fees for Class W units amounted to $1,000.
Income Taxes
The Company is classified as a partnership for U.S. federal income tax purposes. As such, the Company allocates all income or loss to its unitholders according to their respective percentage of ownership, and is generally not subject to tax at the entity level. Therefore, no provision for federal or state income taxes has been included in these financial statements.
The Company and its subsidiaries may be subject to withholding taxes on income and capital gains imposed by certain countries in which the Company invests. The withholding tax on income is netted against the income accrued or received. Any reclaimable taxes are recorded as income. The withholding tax on realized or unrealized gain is recorded as a liability.
The Company follows the guidance for uncertainty in income taxes included in the ASC 740, Income Taxes. This guidance requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position.
As of June 30, 2022, no tax liability for uncertain tax provision had been recognized in the accompanying financial statements nor did the Company recognize any interest and penalties related to unrecognized tax benefits. The earliest year that the Company’s income tax returns are subject to examination is the period ended December 31, 2017.
Unitholders are individually responsible for reporting income or loss, to the extent required by the federal and state income tax laws and regulations, based upon their respective share of the Company’s income and expense as reported for income tax purposes.
Calculation of Net Asset Value
The Company’s net asset value is calculated on a quarterly basis. As of June 30, 2022, the Company has six classes of units: Class A units, Class C units, Class I units, Class W units, Class Y units and Class Z units. All units participate in the income and expenses of the Company on a pro-rata basis based on the number of units outstanding. Under GAAP, pursuant to SEC guidance, the Company records liabilities for (i) ongoing fees that the Company currently owes to the dealer manager under the terms of the dealer manager agreement and (ii) for an estimate of the fees that the Company may pay to the dealer manager in future periods. As of June 30, 2022, under GAAP, the Company has recorded a liability in the amount of $435,000 for the estimated future amount of Class C unit distribution fees, Class I unit dealer manager fees, Class W unit ongoing dealer manager fees and Class W unit service fees payable.
The Company does not deduct the liability for estimated future distribution fees in its calculation of net asset value per unit for Class C units. Further, the Company does not deduct the liability for estimated future dealer manager fees in its calculation of the net asset value per unit for Class I units and Class W units. Likewise, the Company does not deduct the liability for estimated future service fees in its calculation of the net asset value per unit for Class W units. The Company believes this approach is consistent with the industry standard and appropriate since the Company intends for the net asset value to reflect the estimated value on the date that the Company determines its net asset value.
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Accordingly, the Company believes that its estimated net asset value at any given time should not include consideration of any estimated future distribution, ongoing dealer manager or service fees that may become payable after such date. As a result, as of June 30, 2022, each of the Class A, Class C, Class I, Class W, Class Y and Class Z units have the same net asset value per unit of approximately $6.90, which is different than the net asset value per unit of approximately $6.88 (on an aggregate basis for all unit classes) as shown in Note 10 – Financial Highlights. This net asset value per unit reflects a decrease of approximately $0.22 per unit from the net asset value per unit of approximately $7.12 as of December 31, 2021. The decrease in net asset value per unit was due to a combination of factors, including the adverse impact of COVID-19 and the Company having recorded $8,898,668 in unrealized depreciation on its investments during the six months ended June 30, 2022.
See Note 3 “Investments — Watch List Investments” for additional information.
Net Income (Loss) per Unit
Basic net income (loss) per unit is computed by dividing net income (loss) by the weighted average number of members’ units outstanding during the period. Diluted net income or loss per unit is computed by dividing net income (loss) by the weighted average number of members’ units and members’ unit equivalents outstanding during the period. The Company did not have any potentially dilutive units outstanding at June 30, 2022 and 2021.
Organization and Offering Costs
The Sponsor has incurred organization and offering costs on behalf of the Company. Organization and offering costs incurred in connection with the Offering were reimbursable to the Sponsor to the extent the aggregate of selling commissions, dealer manager fees and other organization and offering costs did not exceed 15.0% of the gross offering proceeds raised from the Offering (the “O&O Reimbursement Limit”) and were accrued and payable by the Company only to the extent that such costs did not exceed the O&O Reimbursement Limit. Reimbursements to the Sponsor of organization and offering costs are included as a reduction to net assets on the Consolidated Statement of Changes in Net Assets. Based on the proceeds raised in the Offering as of the end of the Offering, the organization and offering costs have not exceeded the O&O Reimbursement Limit. The Company continues to incur certain offering costs associated with the DRP as well as the ongoing fees described above in “Distribution and Ongoing Dealer Manager and Service Fees.” The Company may incur these costs directly, or may reimburse the Sponsor for paying these offering costs on behalf of the Company.
Operating Expense Responsibility Agreement
On May 12, 2021, the Company entered into the Second Amended and Restated Operating Expense Responsibility Agreement with the Advisor and the Sponsor (the “Responsibility Agreement”). The Responsibility Agreement amends and replaces the prior agreement and amended the manner in which reimbursements to the Sponsor under the agreement will be allocated. Since the inception of the Company through December 31, 2017, pursuant to the terms of the Responsibility Agreement, the Sponsor paid approximately $12,420,600 of operating expenses, asset management fees, and incentive fees on behalf of the Company and will reimburse to the Company an additional $4,240,231 of operating expenses, which had been paid by the Company as of December 31, 2017.
Pursuant to the Responsibility Agreement, the Sponsor will only be entitled to reimbursement of the cumulative expenses it has incurred on the Company’s behalf to the extent the Company’s investment income in any quarter, as reflected on the statement of operations, exceeds the sum of (a) total distributions to unitholders incurred during the quarter and (b) the Company’s expenses as reflected on the statement of operations for the same quarter (the “Reimbursement Hurdle”). If the Sponsor is entitled to receive reimbursement for any given quarter because the Company’s investment income exceeds the Reimbursement Hurdle for such quarter, the Company will apply 50% of the excess amount (the “Reimbursement Amount”) for such quarter as follows: (i) first, the Company will apply the Reimbursement Amount to reimburse the Sponsor for all expenses, other than asset management fees and incentive fees, that the Sponsor previously paid on the Company’s behalf, which will generally consist of operating expenses (the “Previously Paid Operating Expenses”) until all Previously Paid Operating Expenses have been reimbursed; and (ii) second, the Company will apply the Reimbursement Amount remaining after the payment of Previously Paid Operating Expenses to reimburse the Sponsor for the asset management fees and incentive fees that the Sponsor has agreed to pay on the Company’s behalf until all such asset management fees and incentive fees accrued to date have been reimbursed.
The Company did not meet the Reimbursement Hurdle for the three months ended June 30, 2022 and 2021. Therefore, none of the expenses of the Company covered by the Responsibility Agreement have been recorded as expenses of the Company for the three months ended June 30, 2022 and 2021. As of June 30, 2022, there is a remaining aggregate balance of approximately $16,274,000 in expenses covered by the Responsibility Agreement which are not yet reimbursable to the Sponsor and have not been recorded by the Company. In accordance with ASC 450, Contingencies, such expenses will be accrued and payable by the Company in the period that they become both probable and estimable. The Sponsor may demand the reimbursement of cumulative Company expenses covered by the Responsibility Agreement to the extent the Company exceeds the Reimbursement Hurdle during any quarter.
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Recently Issued Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces an approach based on expected losses to estimate credit losses for financial instruments measured at amortized cost. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022. The guidance requires companies to apply the requirements in the year of adoption through cumulative adjustment with some aspects of the update requiring a prospective transition approach. The Company believes that the adoption of ASU 2016-13 will not have a material impact on its consolidated financial statements.
Risk Factors
As an externally-managed company, the Company is largely dependent on the efforts of the Advisor, the sub-advisors and other service providers and has been dependent on the Sponsor for financial support in prior periods.
The Company’s sub-advisors are responsible for locating, performing due diligence and closing on suitable acquisitions based on their access to local markets, local market knowledge for quality deal flow and extensive local private credit experience. However, because the sub-advisors are separate companies from the Advisor, the Company is subject to the risk that one or more of its sub-advisors will be ineffective or materially underperform. The Company’s ability to achieve its investment objectives and to pay distributions to unitholders will be dependent upon the performance of its sub-advisors in the identification, performance of due diligence on and acquisition of investments, the determination of any financing arrangements, and the management of the Company’s projects and assets. The Company is subject to the risk that the Company’s sub-advisors may fail to perform according to the Company’s expectations, or the due diligence conducted by the sub-advisors may fail to reveal all material risks of the Company’s investments, which could result in the Company being materially adversely affected.
The Company is subject to financial market risks, including changes in interest rates. Global economies and capital markets can and have experienced significant volatility, which has increased the risks associated with investments in collateralized private debt instruments. Investment in the Company carries risk and there are no guarantees that the Company’s investment objectives will be achieved. The Company relies on the ability of the Advisor and the ability of the sub-advisors’ investment professionals to obtain adequate information to evaluate the potential returns from these investments, which primarily are made in, with or through private companies. If the Company is unable to uncover all material information about these companies or is provided incorrect or inadequate information about these companies from the Company’s subadvisors, the Company may not make a fully informed investment decision, and the Company may lose money on its investments. As described further in “Note 3—Investments—Watch List Investments,” IIG was the sub-advisor with respect to five of the 21 investments that the Company has deemed Watch List investments, which are investments with respect to which the Company has determined there have been significant changes in the credit and collection risk of the investment. As described in Note 3, IIG failed to provide the Company with complete and accurate information with respect to the Company’s investments for which IIG was the sub-advisor, and sold the Company a $6 million participation in a loan that did not exist. In November 2019, the SEC charged IIG with fraud and revoked IIG's registration as an investment adviser. On March 30, 2020, the SEC obtained a final judgment on consent that enjoins IIG from violating the antifraud provisions of the federal securities laws. IIG has ceased operations and the Company does not expect to receive any further reporting from IIG with respect to its outstanding investments. IIG’s acts and omissions have negatively affected and are likely to continue to negatively affect the value of certain of the Company’s investments, which could adversely affect returns to the Company’s unitholders.
The Company’s investments consist of loans, loan participations and trade finance participations that are illiquid and non-traded, making purchase or sale of such financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.
The value of the Company’s investments in loans may be detrimentally affected to the extent, among other things, that a borrower defaults on its obligations, there is insufficient collateral securing the loan and/or there are extensive legal and other costs incurred in collecting on a defaulted loan, observable secondary or primary market yields for similar instruments issued by comparable companies increase materially or risk premiums required in the market between smaller companies, such as the Company’s borrowers, and those for which market yields are observable increase materially. The majority of the Company’s investments are in the form of participation interests, in financing facilities originated by one of the Company’s sub-advisors. Accordingly, the Company’s counterparty for investments in participation interests generally will be the respective sub-advisor or its affiliate. The Company will not have a contract with the underlying borrower and therefore, in the event of default, will not have the ability to directly seek recovery against the collateral and instead will have to seek recovery through the Company’s sub-advisor counterparty, which increases the risk of full recovery. These risks may be further exacerbated by the adverse impact the COVID-19 pandemic has had and is expected to continue to have on the business of our borrowers. In addition, as of June 30, 2022 and December 31, 2021, all of the
16
Company’s investments were denominated in U.S. dollars. If the U.S. dollar rises, it may become more difficult for borrowers to make loan payments if the borrowers are operating in markets where the local currencies are depreciating relative the U.S. dollar.
In addition, certain of the Company’s investments in loans contain a PIK interest provision. These investments may expose us to higher risks, including an increased risk of potential loss because PIK interest results in an increase in the size of the outstanding loan balance. The Company may also be exposed to the risk that it may be more difficult to value the investments because the continuing accrual of interest requires continuing subjective judgments about the collectability of the deferred payments and the value of the underlying collateral. To the extent the loan is structured as a PIK interest-only loan, the probability and magnitude of a loss on the Company’s investment may increase.
At June 30, 2022, the Company’s largest loan by value was $35,652,280 or 12.0% of total investments and provides for PIK interest, with principal and interest due at maturity. The Company’s five largest loans by value comprised 36.6% of the Company’s portfolio at June 30, 2022. Participation in loans amounted to 58.8% of the Company’s total portfolio at June 30, 2022.
Note 3. Investments
As of June 30, 2022, the Company’s investments consisted of the following:
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|
|
|
Amortized Cost |
|
|
Fair Value |
|
|
of Total Investments |
|
|||
Senior secured term loans |
|
$ |
126,218,928 |
|
|
$ |
117,645,480.0 |
|
|
|
39.5 |
% |
Senior secured term loan participations |
|
|
148,869,157 |
|
|
|
130,626,998 |
|
|
|
43.8 |
% |
Senior secured trade finance participations |
|
|
67,397,892 |
|
|
|
44,822,350 |
|
|
|
15.0 |
% |
Other investments |
|
|
6,000,000 |
|
|
|
3,758,063 |
|
|
|
1.3 |
% |
Equity warrants |
|
|
— |
|
|
|
1,088,168 |
|
|
|
0.4 |
% |
Total investments |
|
$ |
348,485,977 |
|
|
|
297,941,059 |
|
|
|
100.0 |
% |
As of December 31, 2021, the Company’s investments consisted of the following:
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|
|
|
Amortized Cost |
|
|
Fair Value |
|
|
of Total Investments |
|
|||
Senior secured term loans |
|
$ |
122,535,227 |
|
|
$ |
119,374,062 |
|
|
|
39.5 |
% |
Senior secured term loan participations |
|
|
147,557,201 |
|
|
|
132,290,743 |
|
|
|
43.9 |
% |
Senior secured trade finance participations |
|
|
67,157,549 |
|
|
|
45,092,689 |
|
|
|
15.0 |
% |
Other investments |
|
|
6,000,000 |
|
|
|
3,758,063 |
|
|
|
1.2 |
% |
Equity warrants |
|
|
— |
|
|
|
1,088,168 |
|
|
|
0.4 |
% |
Total investments |
|
$ |
343,249,977 |
|
|
$ |
301,603,725 |
|
|
|
100.0 |
% |
Participations
The majority of the Company’s investments are in the form of participation interests (“Participations”). Participations are interests in financing facilities originated by one of the Company’s sub-advisors. Participations may be interests in one specific loan or trade finance transaction, several loans or trade finance transactions under a facility, or may be interests in an entire facility. The Company’s rights under Participations include, without limitation, all corresponding rights in payments, collateral, guaranties, and any other security interests obtained by the respective sub-advisor in the underlying financing facilities.
Interest Receivable
Depending on the specific terms of the Company’s investments, interest earned by the Company is payable either monthly, quarterly, or, in the case of most trade finance investments, at maturity. In addition, certain of the Company’s investments in term loans accrue deferred interest, which is not payable until the maturity of the loans. Accrued deferred interest included in the interest receivable balance as of June 30, 2022 and December 31, 2021 amounted to approximately $3,932,000 and $3,487,000, respectively. The Company’s interest receivable balances at June 30, 2022 and December 31, 2021 are recorded at the amounts that the Company expects to collect.
17
Trade Finance
Trade finance encompasses a variety of lending structures that support the export, import or sale of goods between producers and buyers in various countries and across various jurisdictions. The strategy is most prevalent in the financing of commodities. The Company’s Participations in trade finance positions typically fall into two broad categories: pre-export financing and receivable/inventory financing. Pre-export financing represents advances to borrowers based on proven orders from buyers. Receivable/inventory financing represents advances on borrowers’ eligible receivable and inventory balances. For trade finance, the structure and terms of the facility underlying the Company’s Participations vary according to the nature of the transaction being financed. The structure can take the form of a revolver with multiple draw requests and maturity of up to one year based on collateral and performance requirements. The structure can also be specific to the individual transaction being financed, which typically have shorter durations of 60 – 180 days. With respect to underwriting, particular consideration is given to the following:
|
• |
nature of the goods or transaction being financed, |
|
• |
the terms associated with the sale and repayment of the goods, |
|
• |
the execution risk associated with producing, storing and shipment of the goods, |
|
• |
the financial and performance profile of both the borrower and end buyer(s), |
|
• |
the underlying advance rate and subsequent Loan to Value (“LTV”) associated with lending against the goods that serve to secure the facility or transaction, |
|
• |
collateral and financial controls (collection accounts and inventory possession), |
|
• |
third party inspections and insurance, and |
|
• |
the region, country or jurisdiction in which the financing is being completed. |
Collateral varies by transaction, but is typically raw or finished goods inventory, and/or receivables. In the case of pre-export finance, the transaction is secured by purchase orders from buyers or offtake contracts, which are agreements between a buyer and seller to purchase/sell a future product.
Terms depend on the nature of the facility or transaction being financed. As such, they depend on the credit profile of the underlying financing, as well as the speed and detail associated with the request for financing. Interest can be paid as often as monthly or quarterly on revolving facilities (one year in duration) or at maturity when dealing with specific transactions with shorter duration, which is the case for the majority of the Company’s trade finance positions. At times, settlement can be delayed due to documentation, shipment, transportation or port clearing issues, delays associated with the end buyer or off-taker assuming possession, possible changes to contract or offtake terms, and the aggregation of settlement of multiple individual transactions. Conversely, at times payments are made ahead of schedule, as transactions either clear faster than expected, borrowers decide to prepay or pay down ahead of schedule, counterparties clear multiple individual transactions in one settlement, or less expensive financing is secured by the borrower.
On occasion, the Company may receive notice from the respective sub-advisor that a borrower or counterparty to a financing facility underlying one of the Company’s Participations intends to pay ahead of schedule or in one lump sum (settling multiple draw requests all at once). Depending on timing and the ability to redeploy these funds, combined with projected inflows of fund capital, these outsize payments can negatively impact the Company’s performance. In these situations, the credit profile of the borrower, and the transaction in general, is reviewed with the sub-advisor and a request may be made to either stagger payments, where at all possible, or request that payment only be made at the end of that specific financial quarter. These requests or accommodations, which happen very rarely, will only be made where the Company has strong comfort in and around the credit profile of the transaction or borrower.
Short Term Investments
Short term investments are defined by the Company as investments that generally meet the standard underwriting guidelines for trade finance and term loan transactions and that also have the following characteristics: (1) maturity of less than one year, (2) loans to borrowers to whom, at the time of funding, the Company does not expect to re-lend. Impact data is not tracked for short term investments.
Warrants
Certain investments, including loans and participations, may carry equity warrants, which allow the Company to buy shares of the portfolio company at a given price, which the Company may exercise at its discretion during the life of the portfolio company. The Company’s goal is to ultimately dispose of such equity interests and realize gains upon the disposition of such interests. However, these warrants and equity interests are generally illiquid and it may be difficult for the Company to dispose of them. In addition, the Company expects that any warrants or other return enhancements received when the Company makes or invests in loans may require several years to appreciate in value and may not appreciate at all.
18
Watch List Investments
The Company monitors and reviews the performance of its investments and if the Company determines that there are any significant changes in the credit and collection risk of an investment, the investment will be placed on the Watch List. The Company places an investment on the Watch List when it believes the investment has material performance weakness driven by company-specific and macro events that may affect the timing of future cash flows. For all Watch List investments, the Company evaluates: (i) liquidation value of collateral; (ii) rights and remedies enforceable against the borrower; (iii) any credit insurance and/or guarantees; (iv) market, sector and macro events and (v) other relevant information (e.g., third party purchase of the borrower and potential or ongoing litigation). At June 30, 2022, ten portfolio companies were on non-accrual status with an aggregate fair value of approximately $24,553,000 or 8.2% of the fair value of the Company’s total investments. At December 31, 2021, nine portfolio companies were on non-accrual status with an aggregate fair value of approximately $25,393,000 or 8.4% of the fair value of the Company’s total investments. Interest income not recorded relative to the original terms of the loans to the companies on non-accrual status amounted to approximately $189,000 and $335,000, respectively for the three and six months ended June 30, 2022. As of June 30, 2022 and December 31, 2021, respectively, the Company had 21 and 17 Watch List investments.
As of June 30, 2022, the Company’s Watch List investments consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest not accrued on Investments on Watch List status |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six months ended |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
Portfolio Company |
|
Principal Balance |
|
|
Fair Value |
|
|
Accrued Interest |
|
|
Sub-advisor |
|
Valuation Approach |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||||
Trustco Group Holdings Ltd. |
|
$ |
18,622,449 |
|
|
$ |
14,127,440 |
|
|
$ |
4,458,668 |
|
|
Helios |
|
Collateral based approach |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
TRG Cape Verde Holdings Ltd. |
|
|
14,511,780 |
|
|
|
16,067,298 |
|
|
|
167,354 |
|
|
Helios |
|
Hybrid income/collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Helios Maritime |
|
|
17,007,004 |
|
|
|
8,040,131 |
|
|
|
2,798,120 |
|
|
Helios |
|
Hybrid income/collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Compania Argentina de Granos S.A. (2), (3) |
|
|
12,500,000 |
|
|
|
5,772,745 |
|
|
|
664,010 |
|
|
IIG |
|
Income approach |
|
|
— |
|
|
|
330,191 |
|
|
|
— |
|
|
|
656,754 |
|
Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (2), (3) |
|
|
9,000,000 |
|
|
|
6,361,679 |
|
|
|
264,500 |
|
|
IIG |
|
Collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Sancor Cooperativas Unidas Ltda |
|
|
5,802,296 |
|
|
|
4,393,274 |
|
|
|
1,188,831 |
|
|
IIG |
|
Collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
IIG TOF B.V. (2), (3) |
|
|
6,000,000 |
|
|
|
3,758,063 |
|
|
|
572,000 |
|
|
IIG |
|
Collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Algodonera Avellaneda S.A. (2), (3) |
|
|
6,000,000 |
|
|
|
3,398,558 |
|
|
|
778,500 |
|
|
IIG |
|
Collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Triton Metallics Pte Ltd. |
|
|
20,458,129 |
|
|
|
18,194,760 |
|
|
|
1,200,058 |
|
|
TransAsia |
|
Income approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Conplex International Ltd. (2), (3) |
|
|
9,072,469 |
|
|
|
1,685,937 |
|
|
|
— |
|
|
TransAsia |
|
Collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Producam S.A. |
|
|
15,671,250 |
|
|
|
14,950,820 |
|
|
|
— |
|
|
Scipion |
|
Hybrid income/collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Global Pharma Intelligence Sarl (1), (3) |
|
|
648,430 |
|
|
|
648,430 |
|
|
|
134,215 |
|
|
Scipion |
|
Collateral based approach |
|
|
23,931 |
|
|
|
23,931 |
|
|
|
47,599 |
|
|
|
47,599 |
|
Mac Z Group SARL (3) |
|
|
1,433,058 |
|
|
|
628,862 |
|
|
|
183,152 |
|
|
Scipion |
|
Collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Applewood Trading 199 Pty, Ltd. (1), (3) |
|
|
785,806 |
|
|
|
497,462 |
|
|
|
— |
|
|
Barak |
|
Hybrid income/collateral based approach |
|
|
34,761 |
|
|
|
34,761 |
|
|
|
69,140 |
|
|
|
69,140 |
|
Multiple ICD (Kenya) Limited |
|
|
14,909,819 |
|
|
|
12,919,794 |
|
|
|
4,262,230 |
|
|
Barak |
|
Income approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Agilis Partners Holding LLC |
|
|
528,004 |
|
|
|
528,004 |
|
|
|
22,904 |
|
|
Origin |
|
Income approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Agilis Partners |
|
|
11,551,568 |
|
|
|
10,522,030 |
|
|
|
609,823 |
|
|
Origin |
|
Income approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Usivale Industria E Commercio Ltda (3) |
|
|
2,851,296 |
|
|
|
555,673 |
|
|
|
635,932 |
|
|
N/A |
|
Hybrid income/collateral based approach |
|
|
89,589 |
|
|
|
89,589 |
|
|
|
178,193 |
|
|
|
178,193 |
|
Itelecom Holding Chile SPA (1), (3) |
|
|
1,456,162 |
|
|
|
1,245,868 |
|
|
|
322,032 |
|
|
Alsis |
|
Income approach |
|
|
40,489 |
|
|
|
— |
|
|
|
40,489 |
|
|
|
— |
|
Limas Commodities House Limited |
|
|
21,585,200 |
|
|
|
19,521,350 |
|
|
|
— |
|
|
TransAsia |
|
Hybrid income/collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Vikudha Malaysia Sdn Bhd |
|
|
18,159,843 |
|
|
|
16,419,531 |
|
|
|
664,893 |
|
|
TransAsia |
|
Hybrid income/collateral based approach |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total Watchlist |
|
$ |
208,554,563 |
|
|
$ |
160,237,709 |
|
|
$ |
18,927,221 |
|
|
|
|
|
|
$ |
188,770 |
|
|
$ |
478,472 |
|
|
$ |
335,421 |
|
|
$ |
951,686 |
|
1 |
Investments with a fair value equal to less than 1.0% of the aggregate fair value of the Company's net assets as of June 30, 2022. Additional information regarding Watch List investments with a fair value equal to or greater than 1.0% of the aggregate fair value of the Company's net assets as of June 30, 2022 are presented below. |
2 |
Excludes interest not accrued with respect to investments which the Company may not legally accrue interest, such as those that are the subject of bankruptcy proceedings. |
3 |
Investments were on non-accrual status. |
19
As of December 31, 2021, the Company’s Watch List investments consisted of the following:
Portfolio Company |
|
Principal Balance |
|
|
Fair Value |
|
|
Accrued Interest |
|
|
Sub-advisor |
|
Valuation Approach |
|||
Trustco Group Holdings Ltd. |
|
$ |
18,253,506 |
|
|
$ |
15,184,914 |
|
|
$ |
3,668,770 |
|
|
Helios |
|
Collateral based approach |
TRG Cape Verde Holdings Ltd. |
|
|
14,141,063 |
|
|
|
11,830,862 |
|
|
|
3,316,102 |
|
|
Helios |
|
Hybrid income/collateral based approach |
Helios Maritime |
|
|
17,007,004 |
|
|
|
8,673,930 |
|
|
|
2,770,970 |
|
|
Helios |
|
Hybrid income/collateral based approach |
Compania Argentina de Granos S.A. (2), (3) |
|
|
12,500,000 |
|
|
|
5,772,744 |
|
|
|
664,010 |
|
|
IIG |
|
Income approach |
Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (2), (3) |
|
|
9,000,000 |
|
|
|
6,361,679 |
|
|
|
264,500 |
|
|
IIG |
|
Collateral based approach |
Sancor Cooperativas Unidas Ltda |
|
|
5,802,296 |
|
|
|
4,393,274 |
|
|
|
877,559 |
|
|
IIG |
|
Collateral based approach |
IIG TOF B.V. (2), (3) |
|
|
6,000,000 |
|
|
|
3,758,063 |
|
|
|
572,000 |
|
|
IIG |
|
Collateral based approach |
Algodonera Avellaneda S.A. (2), (3) |
|
|
6,000,000 |
|
|
|
3,398,558 |
|
|
|
778,500 |
|
|
IIG |
|
Collateral based approach |
Triton Metallics Pte Ltd. |
|
|
19,777,304 |
|
|
|
17,634,943 |
|
|
|
833,343 |
|
|
TransAsia |
|
Income approach |
Conplex International Ltd. (2), (3) |
|
|
9,500,000 |
|
|
|
2,495,595 |
|
|
|
716,452 |
|
|
TransAsia |
|
Collateral based approach |
Producam S.A. |
|
|
14,979,753 |
|
|
|
14,387,877 |
|
|
|
— |
|
|
Scipion |
|
Hybrid income/collateral based approach |
Global Pharma Intelligence Sarl (1), (3) |
|
|
648,430 |
|
|
|
648,430 |
|
|
|
134,215 |
|
|
Scipion |
|
Collateral based approach |
Mac Z Group SARL (3) |
|
|
1,433,058 |
|
|
|
628,862 |
|
|
|
210,568 |
|
|
Scipion |
|
Collateral based approach |
Applewood Trading 199 Pty, Ltd. (1), (3) |
|
|
785,806 |
|
|
|
497,462 |
|
|
|
— |
|
|
Barak |
|
Hybrid income/collateral based approach |
Multiple ICD (Kenya) Limited |
|
|
14,612,822 |
|
|
|
13,058,231 |
|
|
|
3,689,897 |
|
|
Barak |
|
Income approach |
Usivale Industria E Commercio Ltda (3) |
|
|
2,851,296 |
|
|
|
1,832,492 |
|
|
|
645,932 |
|
|
N/A |
|
Hybrid income/collateral based approach |
Itelecom Holding Chile SPA (1) |
|
|
1,456,162 |
|
|
|
1,456,162 |
|
|
|
281,987 |
|
|
Alsis |
|
Income approach |
Total Watchlist |
|
$ |
154,748,500 |
|
|
$ |
112,014,078 |
|
|
$ |
19,424,805 |
|
|
|
|
|
1 |
Investments with a fair value equal to less than 1.0% of the aggregate fair value of the Company's net assets as of December 31, 2021. Additional information regarding Watch List investments with a fair value equal to or greater than 1.0% of the aggregate fair value of the Company's net assets as of December 31, 2021 are presented below. |
2 |
Excludes interest not accrued with respect to investments which the Company may not legally accrue interest, such as those that are the subject of bankruptcy proceedings. |
3 |
Investments were on non-accrual status. |
Investments through Helios Investment Partners, LLP (“Helios”) as the Sub-Advisor
Trustco Group Holdings Ltd
In January 2017, the Company purchased a $15,000,000 Participation in a term loan facility with Trustco Group Holdings Ltd (“Trustco”), a Namibia based group operating a diversified set of business lines including property development, financial services (insurance, retail banking), education, and diamond mining. Repayment on this position has been slower than originally anticipated, largely due to a slowdown in the local real estate market. Helios has been actively working with the borrower to restructure the facility. As this has proved challenging, Helios issued a notice of default and acceleration notice to Trustco along with launching initial legal proceedings on April 15, 2020. A demand has also been made against Elisenheim as guarantor in respect of Trustco’s obligations to Helios. In addition to recourse against Trustco, Helios has the benefit of a security interest in property owned by the guarantor. The estimated proceeds from the property collateral are enough to cover the principal and the interest for the Trustco facility during the fourth quarter of 2021, an initial judgment was issued in Helios’ favor in the UK and Trustco appealed the court’s decision and the requirements to deposit the full outstanding balance into an escrow account. This appeal was dismissed in February 2022 and we are now seeking enforcement of the UK judgment in Namibia. Trustco is likely to pursue an appeal of the lower court's decision to the UK's Supreme Court; however, it is expected that any such appeal would be dismissed. The fair value declined by approximately $1,426,000 during the six months ended June 30, 2022, due to the increased likelihood that the amount of collateral will not support the full collection of the position.
TRG Cape Verde Holdings Ltd
In May 2016, the Company purchased a $17,000,000 Participation in a term loan facility with TRG Cape Verde Holdings Ltd (“TRG Cape Verde”), an owner and developer of resorts based in Cabo Verde. Repayment on this position has been slower than originally anticipated due to regulatory changes in TRG Cape Verde’s fundraising model, along with further challenges associated with little to no occupancy at its resort properties due to the ongoing COVID-19 pandemic. Helios is actively working with the borrower to restructure the facility, which is expected to be finalized in the coming quarters. In addition to the restructuring being conducted, the borrower has pledged certain of its real properties as collateral in support of its repayment obligations under this facility. The Company reopened its resort in the fourth quarter of 2021 with occupancy beginning to increase. In addition to reopening, the borrower paid $361,000 and $ 452,000 of interest in the first and second quarters of 2022, respectively.
20
Helios Maritime I
Between July 2015 and December 2017, the Company purchased six Participations totaling $15,300,000 in a term loan facility with Helios Maritime I (“Helios Maritime”), a company setup for the purposes of on-lending to Starz Investment Company, Ltd., a Nigerian shipping and logistics company for the purpose of acquiring a handling tug vessel. Repayment on this position has been slower than originally anticipated due to delays in acquiring a long-term contract, which was further prolonged based on challenges presented by the COVID-19 pandemic and the volatility in oil prices. The borrower has pledged a marine vessel as collateral in support of its repayment obligations under this facility.
The borrower received a term sheet subsequent to the fourth quarter of 2021 to support its performance against its obligations, which requires an $8 million payment in exchange for a partial forgiveness of debt and restructured amortization profile. An extension was granted to the borrower to meet this requirement and is expected to be finalized in the third quarter of 2022. As this restructure requires a partial forgiveness of debt and the likelihood of successful repayment continues to decrease, this had a negative impact on the valuation of this investment, resulting in a reduction of approximately $634,000 during the six months ended June 30, 2022.
Investments through IIG as the Sub-Advisor
IIG was the sub-advisor with respect to certain investments that the Company made in South America, including five of the 21 Watch List investments as of June 30, 2022. Since June 30, 2018, the Company has discovered, among other things, that IIG failed to provide the Company with complete and accurate information with respect to the investments for which IIG was the sub-advisor and, in 2017, sold the Company a $6 million participation in a loan to Nacadie (defined below) that did not exist. The Company has not received any material updated information from IIG concerning the investments for which IIG was the sub-advisor since the first quarter of 2019, despite IIG being contractually obligated to provide the Company with updated information.
The SEC previously charged IIG with fraud on November 21, 2019 and revoked IIG's registration as an investment adviser on November 26, 2019. On March 30, 2020, the SEC obtained a final judgment on consent that enjoins IIG from violating the antifraud provisions of the federal securities laws. On July 17, 2020, the SEC filed fraud charges against David Hu, one of IIG's co-founders, who was also charged by the U.S. Attorney's Office for the Southern District of New York in a parallel criminal action. In January 2021, David Hu pled guilty to one count of securities fraud, one count of wire fraud, and one count of conspiracy to commit securities fraud and wire fraud and was sentenced to 12 years' imprisonment in April 2022. On April 13, 2021, the U.S. Attorney's Office for the Southern District of New York announced that Martin Silver, IIG's other co-founder, pled guilty to one count of conspiracy to commit investment adviser fraud, securities fraud, and wire fraud, one count of securities fraud, and one count of wire fraud for his role in overvaluing and selling fake loans to investors so IIG could collect management and performance fees. Also on April 13, 2021, the SEC filed a civil complaint against Martin Silver, asserting several claims that involve allegations of a string of frauds perpetrated by Mr. Silver and others at IIG in order to keep IIG afloat. IIG has ceased operations and the Company does not expect to receive any further reporting from IIG with respect to its outstanding investments. The Company is taking necessary steps, including legal action in some cases, in order to ascertain as much information as possible regarding these investments.
Most of the outstanding investments for which IIG was the sub-advisor were purchased from IIG TOF B.V., a Dutch Limited Liability Company advised by IIG. On December 11, 2019, a subsidiary of the Company filed an application in Amsterdam District Court to declare IIG TOF B.V. bankrupt. As set forth in the application for the Declaration of Bankruptcy, the Company and other creditors believe they have multiple due and payable claims against IIG TOF B.V. which IIG TOF B.V. has acknowledged it is unable to pay. On January 21, 2020, the Amsterdam District Court declared IIG TOF B.V. bankrupt and appointed a Dutch law firm as liquidator. The Company is seeking recovery of amounts due and payable to the Company with respect to the Participations it acquired from IIG TOF B.V. There can be no assurances as to when or if the Company will recover the amounts to which the Company believes it is entitled. Additional information regarding Watch List investments for which IIG was the sub-advisor with a fair value equal to or greater than 1.0% of the Company's net assets as of June 30, 2022 is presented below.
Compania Argentina de Granos
Between October 2016 and February 2017, the Company purchased two Participations in a trade finance facility originated by IIG TOF B.V., with Compania Argentina de Granos (“CAGSA”), as borrower. The Company purchased the initial Participation in October 2016 for $10,000,000 and subsequently increased the Participation by another $2,500,000 in February 2017. This facility was collateralized by two export contracts. CAGSA, an Argentine company, is mainly engaged in the trading of grain and oilseed and the distribution and processing of food ingredients. Due to unfavorable weather conditions, CAGSA was unable to make delivery of toasted soybean meal under the terms of its export contracts. As a result, it failed to pay IIG its outstanding principal due on June 30, 2018.
IIG previously informed the Company that it had been in active discussions with CAGSA and other CAGSA lenders to protect its rights under the credit facility. Additionally, IIG had previously informed the Company that IIG is a member of the creditors committee, which would determine all financial and restructuring options of CAGSA, which may include additional equity infusions by the existing shareholders. In February 2019, CAGSA disclosed that it had reached a preliminary settlement with its creditors. Recently, the administrator of IIG TOF B.V.’s bankruptcy proceedings in the Netherlands notified the Company that the settlement discussions with CAGSA’s creditors had resumed and are close to being finalized. The administrator indicated that the terms of the settlement being discussed are different from the terms that had been part of the preliminary settlement that had been reached in
21
February 2019. The settlement is expected to result in the assumption of the entirety of CAGSA’s debt by its parent company, Molinos Cañuelas (“MolCa”), with a portion to be repaid over a period and the remaining portion to be repaid over a period of up to ten years from the proceeds of the sale of 62.5% of the outstanding interests in MolCa, which are expected to be pledged to the unsecured creditors of CAGSA and MolCa as part of the proposed settlement. The proposed changes to the settlement terms were less favorable to the Company with respect to its Participations than the terms of the preliminary settlement that had been reached in February 2019 (but was never finalized) and therefore, had a negative impact on the valuation of this investment. On September 27, 2021, MolCa and CAGSA filed for debt restructuring in the Argentinian bankruptcy court. On March 11, 2022, IIG TOF BV filed claims on behalf of the Company for the court to recognize the amounts due. The terms of the restructuring had been widely pre-approved by the creditors group prior to the filing. Therefore, the Company does not expect significant changes to the restructuring plan other than it will delay its implementation by an estimated 12 months.
Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay and Algodonera Avellaneda S.A.
Between June 2016 and July 2016, the Company purchased two Participations in a trade finance facility originated by IIG TOF B.V., with Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (“FRIAR”), an Argentine company that produces, processes and exports beef, as the borrower. In June 2017, IIG called a technical event of default due to non-payment by FRIAR. In an effort to seek repayment from FRIAR, IIG filed the promissory notes for FRIAR in the commercial court in Buenos Aires, Argentina.
In March 2017, the Company purchased a Participation in a trade finance facility originated by IIG TOF B.V., with Algodonera Avellaneda S.A. (“Algodonera”) as the borrower for $6,000,000. The loan agreement states that Vicentin has guaranteed the payments to be made by Algodonera under the facility. Algodonera is an Argentinian vertically integrated cotton business. IIG informed the Company that in June 2017, IIG called a technical default on Algodonera under the facility due to nonpayment of interest and on Vicentin under the payment guarantee due to the breach of informational covenants. Thereafter, IIG made a filing against Vicentin and Algodonera in the commercial court in Buenos Aires, Argentina on July 4, 2017.
In August 2019, the Company was informed by IIG’s legal counsel that the commercial court proceedings with FRIAR and Algonodera had been terminated due to the parties having reached a settlement. The Company obtained evidence that the settlement proceeds for all participant holders had been placed in an escrow account with a New York law firm. In January 2022, the largest participant holder with respect to claims against the escrow account filed an action in New York district court to release these funds to all the participant holders. The Company expects a final decision by the relevant bankruptcy courts and a final settlement agreement amongst all the creditors regarding the distribution of funds by the end of 2022.
Sancor Cooperativas Unidas Limitada
In April 2016 the Company purchased two Participations in a trade finance facility originated by IIG TOF B.V., with Sancor Cooperativas Unidas Limitada (“Sancor”), an Argentine company that distributes dairy products, as the borrower. IIG had worked with Sancor to restructure the existing loan and extended the maturity to July 29, 2019, with an annual renewal option. Since February 2019, Sancor has announced the sale of certain of its assets, which allowed it to make some payments to creditors and maintain operations, but the Company has not received any payment as a result of those asset sales. As noted above, IIG has ceased operations and the Company has taken legal action in an attempt to recover amounts due. During the quarter ended December 31, 2020, the Company learned, in connection with certain court proceedings in the United States Bankruptcy Court for the Southern District of New York regarding a fund advised by IIG, that funds had been received in a New York bank account controlled by an affiliate of IIG and that such funds may include prior debt service payments by Sancor related to the Company’s interests in the Sancor trade finance facility. During the year ended December 31, 2021, the Company was able to obtain control of the assets in the bank account and determined that they should primarily be allocated to outstanding interest. The Company is monitoring the proceedings and expects to take steps, which may include legal action, to obtain control over any funds in such account to which the Company is entitled. Sancor is engaged in ongoing negotiations with its lenders regarding a debt restructuring, including discussions with the administrator of IIG TOF B.V.’s bankruptcy proceedings in the Netherlands. The Company is continuing to actively monitor this process. During the year ended December 31, 2021, the Company received interest payments of approximately $700,000 and principal payments of approximately $198,000 from the borrower.
IIG Trade Opportunities Fund B.V. Receivable
In March 2017, the Company purchased a Participation from IIG TOF B.V. in what the Company at that time believed to be a trade finance facility originated by IIG TOF B.V., with Nacadie Commercial S.A. (“Nacadie”) as the borrower. The Company purchased the Participation in March 2017 for $6,000,000. In connection with the Company’s review of this investment during the third quarter of 2018, IIG informed the Company that IIG had misapplied the funds the Company had transmitted at the time the Company made this investment. As a result, IIG offered to refund the Company’s investment amount, including all accrued interest. However, IIG did not repay the Company for this Participation. As noted above, the Company knows that the Nacadie facility in which it purchased this Participation did not exist and the Company considers this asset to be a receivable from IIG TOF B.V. rather than a Participation in a trade finance facility.
22
As noted above, IIG TOF B.V. has been declared bankrupt in the Netherlands, and the Company is seeking to recover amounts to which it is entitled through the bankruptcy proceedings. The Company has applied a discount to the fair value based on the risk created by the uncertainty of the ultimate resolution of the Company’s attempt to recover amounts to which it is entitled through the bankruptcy proceedings in the Netherlands.
Investments through TransAsia Private Capital Ltd. (“TransAsia”) as the Sub-Advisor
Triton Metallics Pte. Ltd.
In November 2019, the Company made an investment in Triton Metallics Pte. Ltd. (“Triton”) totaling $16,456,270 in a trade finance facility. Triton is a Singapore based diversified commodities trading company. TransAsia informed the Company in early 2020 that due to the COVID-19 pandemic there have been constrained trading volumes. As a result, TransAsia then began working with the borrower to restructure the facility and a restructuring agreement was executed on August 17, 2020. We further amended the facility in June 2021, which reduced the interest rate from 11.5% to 6% PIK-only for a period of two years, in order to give Triton additional flexibility as it manages its business amidst the resurgence of the pandemic in Asia. The unpaid interest of $1,503,463 under the old trade finance facility has been capitalized and added to the outstanding principal balance as of the date of the new agreement. During the period of July 1, 2020 through August 16, 2020, $241,816 of interest income was recognized prior to the date the loan was restructured.
Conplex International Ltd.
Between November 2018 and May 2019, the Company purchased three Participations totaling $9,500,000 in a trade finance facility with Conplex International Ltd. (“Conplex”), a Hong Kong-based international open market distributor and wholesaler of electronics products. TransAsia had informed the Company that the borrower had a large portion of receivables overdue from a large off-taker. Subsequently, TransAsia began to actively work with the borrower to restructure the facility. While the restructuring was still progressing, TransAsia, after its regular search and review process, found that a winding-up petition was filed and approved on October 7, 2020. TransAsia immediately notified the Company while a court-appointed provisional liquidator took control of Conplex. On October 14, 2020, TransAsia appointed a receiver to enforce its rights under the secured facility. The facility is secured by a lien on four properties, accounts receivable and two personal guarantees. Deloitte was subsequently appointed as liquidator and has transferred the keys to the mortgaged properties to the receiver. One property was sold in the fourth quarter of 2021, with approximately $596,000 of interest payments received by the Company. Two other properties were sold in January 2022, with approximately $716,000 of interest payments and approximately $67,000 of principal payments received by the Company. A sale and purchase agreement was executed for the remaining property in March 2022 and closed in April 2022, with approximately $361,000 received by the Company. Given that this is a secured facility with the Company in liquidation, it has been valued using the collateral based approach to arrive at the estimated fair value. Our ability to collect under the guarantee is in question based on the statement of affairs filed with the bankruptcy trustee, and one of the two guarantors was forced into bankruptcy during the three months ended June 30, 2021.
Vikudha Malaysia Sdn Bhd
In March 2017, the Company provided a $15,000,000 term loan facility to Vikudha Malaysia Sdn Bhd (“Vikudha”). Vikudha is a trading and manufacturing company, founded in 2007, principally involved in procurement of fast-moving consumer goods and agricultural related products. The borrower company had strong performance through year-end 2019 and then was significantly impacted by COVID-19 and was unable to meet scheduled debt repayments due to commence. The facility was successfully restructured in November 2020, and able to service the debt through when there was a resurgence of the pandemic in the Asia region and global supply chains continued to be disrupted. In June 2021, a six-month final maturity extension was granted to June 2023. During the second quarter of 2022, the local office of one of Vikudha’s local bank lenders filed a winding up petition against the company’s Hong Kong-based parent company and loan guarantor. The wind-up petition has been postponed until November 2002; however, based on the possibility of an enforcement, the Company issued a Reservation of Rights Letter to Vikudha in June 2022.
Limas Commodities House Limited
In August 2017, the Company provided a $15,000,000 million senior secured term loan facility to Limas Commodities House Limited (“Limas”), a Hong Kong-based company 100% owned by an Indonesian entrepreneur. Limas was established as a financing SPV for PT Limas Tunggal, an Indonesian resource trader, for the purpose of gaining better access to international banking and capital markets. As a resource trading company, demand for Limas’ products were significantly affected by the global pandemic, reflected in lower shipping volume in 2020 and early 2021. The Company’s sub-advisor provided $6 million of working capital to Limas, which secured additional collateral for the sub-advisor and the Company in the form of assignment of three claims won in Korean cases totaling $15,000,000. The collateral was assigned pro-rata, adding $13.4 million to the Company’s existing collateral pool. Due to the continued impact of COVID-19, in June 2020, the Company executed an extension of final maturity to
. Subsequent to June 30, 2022, PT Limas Tunggal, the corporate guarantor of the Company’s facility, entered restructuring legal proceedings in Indonesia, and as a result, the Company issued an Acceleration Notice to the borrower and a Demand Notice to the Guarantor.23
Investments through Scipion Capital, Ltd. (“Scipion”) as the Sub-Advisor
Producam SA
Between March 2018 and June 2018, the Company purchased three Participations totaling $15,986,369 in a trade finance facility with Producam SA (“Producam”), a Cameroon based cocoa and coffee exporter, as the borrower. Repayment on these Participations has been slower than originally anticipated due to short run cash flow pressure on Producam. The original sub-advisor for this facility was Africa Merchant Capital Group (“AMC”). In the third quarter of 2018, AMC informed the Company that the borrower misapplied the proceeds from the sale of certain of its inventory to finance its own cash flow needs rather than repay the facility. AMC then began working with the borrower to restructure the facility to recover amounts due. In April 2021, Scipion replaced AMC as the sub-advisor with respect to Producam and has agreed to undertake efforts to liquidate the collateral underlying the facility in order to recover amounts due to the Company and the restructuring process is finalized. Under the new agreement, the loan was restructured with the interest rate reduced from 17.5% to 9.5% for the cocoa facility and 6.0% for the coffee facility retro-actively to January 1, 2019. As part of the restructure, the Company included a PIK component which increased the principal amount. The fair value as a percentage of face value decreased during the year ended December 31, 2021 due to collections from completed cocoa and coffee shipments being slower than anticipated resulting in further decline in fair value amounting to approximately $129,000 during the six months ended June 30, 2022. As all interest was capitalized as part of the amendment, no interest remains outstanding as of the date of the new agreement. During the period from April 1, 2021 through April 14, 2021 (the date the loan was restructured), $49,014 of interest income was recognized.
Mac Z Group SARL
Between July 2016 and April 2017, the Company purchased nine Participations totaling $9,000,000 in a trade finance facility with Mac Z Group SARL (“Mac Z”), a scrap metal recycler, as the borrower. Mac Z is located in Morocco. The primary collateral securing this Participation was 1,970 tons of copper scrap. In late October 2017, Scipion’s designated collateral manager for Mac Z notified Scipion of an investigation into a 1,820 ton, approximately $13.3 million, shortage of copper scrap inventory physically held in the warehouse. The copper scrap is pledged to the Company and serves as the primary collateral for this Participation. The missing inventory led the Company to place Mac Z on the Watch List and on non-accrual status.
In addition to conducting its investigation, Scipion issued an event of default and has taken steps to enforce the corporate guarantee, personal guarantee and relevant pledges made for the benefit of Scipion with respect to the facility, which include two insurance policies. Scipion has placed a blocking notice on all of Mac Z’s bank accounts and has requested a freeze order from the Moroccan local courts on the physical assets of the company. Since the initial discovery and actions, Mac Z sold remaining inventory and the Company was paid interest of approximately $330,000 in January 2018 and $292,000 during the first week April 2018.
A judgment was received on December 18, 2017, in English court ordering the borrower and the corporate guarantor to make payment. In parallel to its recovery plan with respect to Mac Z, Scipion informed the Company that it has received a judgment in its favor with respect to its claim against the collateral manager under its professional indemnity insurance policy, which covers up to $40 million in losses. During the fourth quarter of 2020, $9,377,199 from a settlement under this insurance policy was received by the Company. The policy covered the copper scrap that was lost. The remaining copper scrap is being stripped and processed and currently expected to cover its principal value. The Company received approximately $27,000 in proceeds from the sale of the copper scrap during the first quarter of 2022.
Investments through Barak Fund Management Ltd. (“Barak”) as the Sub-Advisor
Multiple ICD (Kenya) Limited
In July 2017, the Company purchased a $15,000,000 Participation in a term loan facility with Multiple ICD (Kenya) Ltd ("MICD"), an inland container depot storage and warehousing company. Repayment on this position has been slower than originally anticipated due initially to unfavorable local industry dynamics at the Port of Mombasa, which were further complicated by the COVID-19 pandemic. Barak is in the midst of actively restructuring the loan facility with MICD and its other lenders. The loan is currently on standstill as the lenders’ discussions progress. Agreement on the final terms of the restructure is in progress with the other lenders, which has been slower than anticipated and the target for agreement on final terms has been revised to year-end 2022.
Investments through Origin Capital Ltd. (“Origin”) as the Sub-Advisor
Agilis Partners
In 2018, the Company originally provided financing totaling approximately $10,968,000 to Agilis Partners ("Agilis"), a Ugandan company engaged in the farming, storage, processing, and trading of maize, soybean, and sunflower seeds through Scipion. This financing was refinanced into a new loan through Origin, in July 2021 as part of a broader financial restructuring. Repayment on the facility has been slower than originally anticipated due to ongoing liquidity challenges of the borrower, as well as record drought conditions in Uganda, which resulted in a decline in fair value of $1,030,000 to account for increased credit risk associated with the position during the six months ended June 30, 2022. The Company and Origin agreed to a deferral of Agilis’ March 2022 interest payment, and are actively working with the borrower on solutions to increase working capital and manage other creditor relationships.
24
Other Investments
Usivale Industria E Commercio Ltda
In December 2013, the Company made an investment in Usivale Industria E Comercio, Ltda. (“Usivale”), a sugar processing company located in Brazil, comprised of two senior secured term loans for an aggregate loan amount of $2,500,000. During 2016, Usivale entered into a judicial recovery process that resulted in an approved repayment plan on October 7, 2016. The Company received regular annual interest payments for 2017 and 2018. Unfortunately, Usivale continued to have challenges and was not able to make any payments thereafter. Usivale is currently not complying with the payment obligations under the above mentioned judicial recovery process. The Company has been negotiating a potential restructuring of the loan to support the sustainability of Usivale, including engaging industry and financial consultants to that effect. The judge responsible for the bankruptcy proceedings of Usivale has asked the Company and Usivale to seek an agreement on a potential restructuring to be submitted to a creditors meeting to be held in June 2022. The judge overseeing the judicial restructuring urged Usivale and the Company to come to an agreement to avoid liquidation of the company. Usivale and the Company completed a settlement agreement. Terms of the settlement require the company to make an upfront payment of $10,000 and $200,000 per year for 5 years, for expected repayments totaling $1,010,000. The new settlement agreement requires assignment of new collateral that would shift the repayment risk to a receivable from SucDen, one of the world's largest traders of sugar. As the SucDen contract is Usivale's most important, execution risk on the settlement amount is expected to be lower.
The industry composition of the Company’s portfolio, at fair value as of June 30, 2022 and December 31, 2021, was as follows:
|
|
As of June 30, 2022 |
|
|
As of December 31, 2021 |
|
||||||||||
|
|
Fair |
|
|
Percentage |
|
|
Fair |
|
|
Percentage |
|
||||
Industry |
|
Value |
|
|
of Total |
|
|
Value |
|
|
of Total |
|
||||
Beef Cattle, Except Feedlots |
|
$ |
6,361,679 |
|
|
|
2.1 |
% |
|
$ |
6,361,679 |
|
|
|
2.1 |
% |
Boatbuilding and Repairing |
|
|
6,806,170 |
|
|
|
2.3 |
% |
|
|
6,466,030 |
|
|
|
2.1 |
% |
Chemicals and Allied Products |
|
|
16,419,531 |
|
|
|
5.5 |
% |
|
|
17,537,201 |
|
|
|
5.8 |
% |
Chocolate and Cocoa Products |
|
|
29,950,820 |
|
|
|
10.1 |
% |
|
|
29,387,877 |
|
|
|
9.7 |
% |
Coal and Other Minerals and Ores |
|
|
37,716,110 |
|
|
|
12.7 |
% |
|
|
38,024,207 |
|
|
|
12.6 |
% |
Computer Related Services, NEC |
|
|
19,243,511 |
|
|
|
6.5 |
% |
|
|
19,032,888 |
|
|
|
6.3 |
% |
Corn |
|
|
11,050,034 |
|
|
|
3.7 |
% |
|
|
11,694,030 |
|
|
|
3.9 |
% |
Corrugated and solid fiber boxes |
|
|
11,102,781 |
|
|
|
3.7 |
% |
|
|
12,387,189 |
|
|
|
4.1 |
% |
Cotton Ginning |
|
|
3,398,558 |
|
|
|
1.1 |
% |
|
|
3,398,558 |
|
|
|
1.1 |
% |
Dairy Farms |
|
|
4,393,274 |
|
|
|
1.5 |
% |
|
|
4,393,274 |
|
|
|
1.5 |
% |
Drugs, Proprietaries, and Sundries |
|
|
648,430 |
|
|
|
0.2 |
% |
|
|
648,430 |
|
|
|
0.2 |
% |
Electric Services |
|
|
1,245,868 |
|
|
|
0.4 |
% |
|
|
1,456,162 |
|
|
|
0.5 |
% |
Farm Products |
|
|
1,484,583 |
|
|
|
0.5 |
% |
|
|
1,508,208 |
|
|
|
0.5 |
% |
Freight Transportation Arrangement |
|
|
12,919,794 |
|
|
|
4.3 |
% |
|
|
13,058,231 |
|
|
|
4.3 |
% |
Hotels and Motels |
|
|
16,067,298 |
|
|
|
5.4 |
% |
|
|
11,830,862 |
|
|
|
3.9 |
% |
Land Subdividers and Developers |
|
|
14,127,440 |
|
|
|
4.7 |
% |
|
|
15,184,914 |
|
|
|
5.0 |
% |
Miscellaneous Business Credit |
|
|
3,758,063 |
|
|
|
1.3 |
% |
|
|
3,758,063 |
|
|
|
1.2 |
% |
Motor Vehicle Parts and Accessories |
|
|
9,779,546 |
|
|
|
3.3 |
% |
|
|
9,278,031 |
|
|
|
3.1 |
% |
Personal Credit Institutions |
|
|
3,051,167 |
|
|
|
1.0 |
% |
|
|
5,342,393 |
|
|
|
1.8 |
% |
Petroleum and Petroleum Products |
|
|
5,747,004 |
|
|
|
1.9 |
% |
|
|
8,367,480 |
|
|
|
2.8 |
% |
Refuse Systems |
|
|
36,740,448 |
|
|
|
12.3 |
% |
|
|
34,050,695 |
|
|
|
11.3 |
% |
Retail Bakeries |
|
|
4,054,903 |
|
|
|
1.4 |
% |
|
|
3,915,874 |
|
|
|
1.3 |
% |
Salted and Roasted Nuts and Seeds |
|
|
497,462 |
|
|
|
0.2 |
% |
|
|
497,462 |
|
|
|
0.2 |
% |
Sanitary Paper Products |
|
|
4,953,237 |
|
|
|
1.7 |
% |
|
|
4,880,364 |
|
|
|
1.6 |
% |
Secondary Nonferrous Metals |
|
|
628,862 |
|
|
|
0.2 |
% |
|
|
628,862 |
|
|
|
0.2 |
% |
Short-Term Business Credit |
|
|
4,740,000 |
|
|
|
1.6 |
% |
|
|
4,740,000 |
|
|
|
1.6 |
% |
Soybeans |
|
|
5,772,745 |
|
|
|
1.9 |
% |
|
|
5,772,744 |
|
|
|
1.9 |
% |
Sugarcane and Sugar Beets |
|
|
555,673 |
|
|
|
0.2 |
% |
|
|
1,832,492 |
|
|
|
0.6 |
% |
Telephone and Telegraph Apparatus |
|
|
1,685,937 |
|
|
|
0.6 |
% |
|
|
2,495,595 |
|
|
|
0.8 |
% |
Telephone Communications |
|
|
15,000,000 |
|
|
|
5.0 |
% |
|
|
15,000,000 |
|
|
|
5.0 |
% |
Towing and Tugboat Service |
|
|
8,040,131 |
|
|
|
2.7 |
% |
|
|
8,673,930 |
|
|
|
3.0 |
% |
Total |
|
$ |
297,941,059 |
|
|
|
100.0 |
% |
|
$ |
301,603,725 |
|
|
|
100.0 |
% |
25
The table below shows the portfolio composition by geographic classification at fair value as of June 30, 2022 and December 31, 2021:
|
|
As of June 30, 2022 |
|
|
As of December 31, 2021 |
|
||||||||||
|
|
Fair |
|
|
Percentage |
|
|
Fair |
|
|
Percentage |
|
||||
Country |
|
Value |
|
|
of Total |
|
|
Value |
|
|
of Total |
|
||||
Argentina (1) |
|
$ |
19,926,256 |
|
|
|
6.8 |
% |
|
$ |
19,926,255 |
|
|
|
6.6 |
% |
Botswana |
|
|
4,740,000 |
|
|
|
1.7 |
% |
|
|
4,740,000 |
|
|
|
1.6 |
% |
Brazil |
|
|
26,605,354 |
|
|
|
8.9 |
% |
|
|
27,331,410 |
|
|
|
9.1 |
% |
Cabo Verde |
|
|
16,067,298 |
|
|
|
5.4 |
% |
|
|
11,830,862 |
|
|
|
3.9 |
% |
Cameroon |
|
|
14,950,820 |
|
|
|
5.0 |
% |
|
|
14,387,877 |
|
|
|
4.8 |
% |
Chile |
|
|
1,245,868 |
|
|
|
0.4 |
% |
|
|
1,456,162 |
|
|
|
0.5 |
% |
Colombia |
|
|
3,051,167 |
|
|
|
1.0 |
% |
|
|
5,342,393 |
|
|
|
1.8 |
% |
Ecuador |
|
|
11,102,781 |
|
|
|
3.7 |
% |
|
|
12,387,189 |
|
|
|
4.1 |
% |
Ghana |
|
|
5,747,004 |
|
|
|
1.9 |
% |
|
|
8,367,480 |
|
|
|
2.8 |
% |
Hong Kong |
|
|
21,207,287 |
|
|
|
7.1 |
% |
|
|
22,884,859 |
|
|
|
7.6 |
% |
Indonesia |
|
|
15,000,000 |
|
|
|
5.0 |
% |
|
|
15,000,000 |
|
|
|
5.0 |
% |
Jersey |
|
|
15,000,000 |
|
|
|
5.0 |
% |
|
|
15,000,000 |
|
|
|
5.0 |
% |
Kenya |
|
|
12,919,794 |
|
|
|
4.3 |
% |
|
|
13,058,231 |
|
|
|
4.3 |
% |
Malaysia |
|
|
16,419,531 |
|
|
|
5.5 |
% |
|
|
17,537,201 |
|
|
|
5.8 |
% |
Mexico |
|
|
36,740,448 |
|
|
|
12.3 |
% |
|
|
34,050,695 |
|
|
|
11.3 |
% |
Morocco |
|
|
628,862 |
|
|
|
0.2 |
% |
|
|
628,862 |
|
|
|
0.2 |
% |
Namibia |
|
|
14,127,440 |
|
|
|
4.7 |
% |
|
|
15,184,914 |
|
|
|
5.0 |
% |
Netherlands |
|
|
9,779,546 |
|
|
|
3.3 |
% |
|
|
9,278,031 |
|
|
|
3.1 |
% |
Nigeria |
|
|
9,524,714 |
|
|
|
3.2 |
% |
|
|
10,182,138 |
|
|
|
3.4 |
% |
Peru |
|
|
4,953,237 |
|
|
|
1.7 |
% |
|
|
4,880,364 |
|
|
|
1.6 |
% |
Romania |
|
|
4,054,903 |
|
|
|
1.4 |
% |
|
|
3,915,874 |
|
|
|
1.3 |
% |
Singapore |
|
|
18,194,760 |
|
|
|
6.1 |
% |
|
|
17,634,943 |
|
|
|
5.8 |
% |
South Africa |
|
|
497,462 |
|
|
|
0.2 |
% |
|
|
497,462 |
|
|
|
0.2 |
% |
United Arab Emirates |
|
|
648,430 |
|
|
|
0.2 |
% |
|
|
648,430 |
|
|
|
0.2 |
% |
Uganda |
|
|
11,050,034 |
|
|
|
3.7 |
% |
|
|
11,694,030 |
|
|
|
3.9 |
% |
N/A |
|
|
3,758,063 |
|
|
|
1.3 |
% |
|
|
3,758,063 |
|
|
|
1.1 |
% |
Total |
|
$ |
297,941,059 |
|
|
|
100.0 |
% |
|
$ |
301,603,725 |
|
|
|
100.0 |
% |
(1) |
All of the Company’s investments in Argentina are Participations in trade finance facilities originated by IIG TOF B.V. See Note 3 “Watch List Investments” for further information. |
26
Note 4. Fair Value Measurements
The following table summarizes the valuation of the Company’s investments by the fair value hierarchy levels required under ASC 820 as of June 30, 2022:
|
|
Fair |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Senior secured term loans |
|
$ |
117,645,480 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
117,645,480 |
|
Senior secured term loan participations |
|
|
130,626,998 |
|
|
|
— |
|
|
|
— |
|
|
|
130,626,998 |
|
Senior secured trade finance participations |
|
|
44,822,350 |
|
|
|
— |
|
|
|
— |
|
|
|
44,822,350 |
|
Other investments |
|
|
3,758,063 |
|
|
|
— |
|
|
|
— |
|
|
|
3,758,063 |
|
Equity warrants |
|
|
1,088,168 |
|
|
|
— |
|
|
|
— |
|
|
|
1,088,168 |
|
Total |
|
$ |
297,941,059 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
297,941,059 |
|
The following table summarizes the valuation of the Company’s investments by the fair value hierarchy levels required under ASC 820 as of December 31, 2021:
|
|
Fair |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Senior secured term loans |
|
$ |
119,374,062 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
119,374,062 |
|
Senior secured term loan participations |
|
|
132,290,743 |
|
|
|
— |
|
|
|
— |
|
|
|
132,290,743 |
|
Senior secured trade finance participations |
|
|
45,092,689 |
|
|
|
— |
|
|
|
— |
|
|
|
45,092,689 |
|
Other investments |
|
|
3,758,063 |
|
|
|
— |
|
|
|
— |
|
|
|
3,758,063 |
|
Equity warrants |
|
|
1,088,168 |
|
|
|
— |
|
|
|
— |
|
|
|
1,088,168 |
|
Total |
|
$ |
301,603,725 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
301,603,725 |
|
The following is a reconciliation of activity for the six months ended June 30, 2022, of investments classified as Level 3:
|
|
Fair Value at December 31, 2021 |
|
|
Purchases |
|
|
Maturities or Prepayments |
|
|
Accretion of discounts / Payment-in- kind interest |
|
|
Net change in appreciation (depreciation) |
|
|
Fair Value at June 30, 2022 |
|
||||||
Senior secured term loans |
|
$ |
119,374,062 |
|
|
$ |
— |
|
|
$ |
(1,714,588 |
) |
|
$ |
5,398,290 |
|
|
$ |
(5,412,284 |
) |
|
$ |
117,645,480 |
|
Senior secured term loan participations |
|
|
132,290,743 |
|
|
|
— |
|
|
|
(4,617,786 |
) |
|
|
5,929,740 |
|
|
|
(2,975,699 |
) |
|
|
130,626,998 |
|
Senior secured trade finance participations |
|
|
45,092,689 |
|
|
|
— |
|
|
|
(451,152 |
) |
|
|
691,498 |
|
|
|
(510,685 |
) |
|
|
44,822,350 |
|
Short term and other investments |
|
|
3,758,063 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,758,063 |
|
Equity warrants |
|
|
1,088,168 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,088,168 |
|
Total |
|
$ |
301,603,725 |
|
|
|
— |
|
|
$ |
(6,783,526 |
) |
|
$ |
12,019,528 |
|
|
$ |
(8,898,668 |
) |
|
$ |
297,941,059 |
|
There were no transfers into and out of Level 3 investments and no recorded realized losses for the Company’s investments classified as Level 3 during the three and six months ended June 30, 2022, and we recorded realized losses of $909,584 for the Company’s investments classified as Level 3 during the three and six months ended June 30, 2021. Net unrealized depreciation for the six months ended June 30, 2022 and 2021 reported in the Company’s consolidated statements of operations attributable to the Company’s Level 3 assets still held at period end were $8,898,668 and $8,531,302, respectively. These unrealized losses were primarily driven by macro events including the uncertainty created by the COVID-19 pandemic and its impact on the future cash flows generated by our investments as well as the ultimate realization of the underlying collateral.
27
As of June 30, 2022, all of the Company’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the Company’s investments as of June 30, 2022:
|
|
Fair value |
|
|
Valuation technique |
|
Unobservable input |
|
Range (weighted average) (4) |
|
Senior secured trade finance participations (2) |
|
$ |
27,705,610 |
|
|
Collateral based approach Income approach (DCF) |
|
Value of collateral (collateral coverage ratio) Discount rate |
|
0.17x - 1.21x 12% - 15.75% (10.1%) |
Senior secured trade finance participations (1) |
|
$ |
17,116,740 |
|
|
Collateral based approach |
|
Value of collateral (collateral coverage ratio) |
|
0.63x - 1.67x |
Senior secured term loans (2) |
|
$ |
117,089,807 |
|
|
Collateral based approach Income approach (DCF) |
|
Value of collateral (collateral coverage ratio) Discount rate |
|
0.96x - 1.27x 11.75% - 16.5% (11.3%) |
Senior secured term loans (2) |
|
$ |
555,673 |
|
|
Collateral based approach Income approach (DCF) |
|
Value of collateral (collateral coverage ratio) Discount rate |
|
13.5%, 1.13x |
Senior secured term loan participations (2) |
|
$ |
116,499,558 |
|
|
Collateral based approach Income approach (DCF) |
|
Value of collateral (collateral coverage ratio) Discount rate |
|
12.0% - 19.0% (12.8%) |
Senior secured term loan participations (1) |
|
$ |
14,127,440 |
|
|
Collateral based approach |
|
Value of collateral (collateral coverage ratio) |
|
1.3x |
Other investments (3) |
|
$ |
3,758,063 |
|
|
Collateral based approach |
|
Value of collateral (collateral coverage ratio) |
|
1.0x |
Equity warrants |
|
$ |
1,088,168 |
|
|
Option Pricing Method |
|
Equity value, volatility, time to exit |
|
71%, 5 years |
(1) |
Collateral based approach used for the following watch list investments: Trustco, Sancor, FRIAR, Algonodera, Mac Z, GPI and Conplex. See Note 3 “Watch List Investments” for further information. |
(2) |
The Company used the income approach for the following Watch List investments: CAGSA, Triton, MICD and Itelecom and a hybrid of the collateral based approach and the income approach for TRG Cape Verde, Helios Martime, Producam, Applewood and Usivale, using additional unobservable inputs including recovery rates ranging from 15% to 30%, after considering potential and ongoing litigation and expected collection period ranging from 2 to 3 years. See Note 3 “Watch List Investments” for further information. |
(3) |
This investment was originally classified as an investment in a credit facility originated by IIG TOF B.V. Due to the fact that IIG TOF B.V. has been placed into bankruptcy, this investment utilizes the collateral based approach. |
(4) |
The inputs were weighted based on the fair value of the investments included in the range. |
28
As of December 31, 2021, all of the Company’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the Company’s investments as of December 31, 2021:
|
|
Fair value |
|
|
Valuation technique |
|
Unobservable input |
|
Range (weighted average) |
|
Senior secured trade finance participations (2) |
|
$ |
27,166,291 |
|
|
Income approach (DCF) |
|
Discount rate |
|
|
Senior secured trade finance participations (1) |
|
$ |
17,926,398 |
|
|
Collateral based approach |
|
Value of collateral (collateral coverage ratio) |
|
0.43x - 1.67x |
Senior secured term loans (2) |
|
$ |
119,374,062 |
|
|
Income approach (DCF) |
|
Discount rate |
|
|
Senior secured term loan participations (2) |
|
$ |
117,105,829 |
|
|
Income approach (DCF) |
|
Discount rate |
|
|
Senior secured term loan participations (1) |
|
$ |
15,184,914 |
|
|
Collateral based approach |
|
Value of collateral (collateral coverage ratio) |
|
0.99x |
Other investments (3) |
|
$ |
3,758,063 |
|
|
Collateral based approach |
|
Value of collateral (collateral coverage ratio) |
|
1.0x |
Equity warrants |
|
$ |
1,088,168 |
|
|
Option Pricing Method |
|
Equity value, volatility, time to exit |
|
71%, 5 years |
(1) |
Collateral based approach used for the following Watch List investments: Trustco, Sancor, FRIAR, Algonodera, MacZ, GPI and Conplex. See Note 3 “Watch List Investments” for further information. |
(2) |
The Company used the income approach for the following Watch List investments: CAGSA, Triton, MICD and Itelecom and a hybrid of the collateral based approach and the income approach for TRG Cape Verde, Helios Maritime, Producam, Applewood and Usivale, using additional unobservable inputs including recovery rates ranging from 15% to 30%, after considering potential and ongoing litigation and expected collection period ranging from 2 to 3 years. See Note 3 “Watch List Investments” for further information. |
(3) |
This investment was originally classified as an investment in a credit facility originated by IIG TOF B.V. Due to the fact that IIG TOF B.V. has been placed into bankruptcy, this investment utilizes the collateral based approach. |
(4) |
The inputs were weighted based on the fair value of the investments included in the range. |
The significant unobservable Level 3 inputs used in the fair value measurement of the Company’s investments are market yields used to discount the estimated future cash flows expected to be received from the underlying investments, which include both future principal and interest payments. Significant increases in market yields would result in significantly lower fair value measurements. In addition, a significant decrease in future cash flows is expected to be received from the underlying investments due to a projected decrease in results of operations and cash flows from the underlying investments, would result in significantly lower fair value measurements.
For additional information concerning of the country-specific risk concentrations for the Company’s investments, refer to the Consolidated Schedule of Investments and Note 3.
Note 5. Contingencies and Related Parties
Agreements
Advisory Agreement
The current term of the Advisory Agreement between the Company and the Advisor, (the “Advisory Agreement”) ends on February 25, 2023, subject to an unlimited number of one-year renewals upon mutual consent of the Company and the Advisor.
Asset management fees payable to the Advisor are remitted quarterly in arrears and are equal to 0.50% (2.00% per annum) of Gross Asset Value, as defined in the Advisory Agreement between the Company and the Advisor. Asset management fees are paid to the Advisor in exchange for fund management and administrative services. Although the Advisor manages, on the Company’s behalf, many of the risks associated with global investments in developing economies, management fees do not include the cost of any hedging instruments or insurance policies that may be required to appropriately manage the Company’s risk.
29
If certain financial goals are reached by the Company, the Company is required to pay the Advisor an incentive fee that is comprised of two parts: (i) a subordinated fee on net investment income and (ii) an incentive fee on capital gains. The subordinated incentive fee on income is calculated and payable quarterly in arrears and is based upon the Company’s pre-incentive fee net investment income for the immediately preceding quarter. No subordinated incentive fee is earned by the Advisor in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the quarterly preferred return rate of 1.50% (6.00% annualized) (the “Preferred Return”). In any quarter, all of the Company’s pre-incentive fee net investment income, if any, that exceeds the quarterly Preferred Return, but is less than or equal to 1.875% (7.50% annualized) at the end of the immediately preceding fiscal quarter, is payable to the Advisor. For any quarter in which the Company’s pre-incentive fee net investment income exceeds 1.875% on its net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income equals 20% of the amount of the Company’s pre-incentive fee net investment income.
An incentive fee on capital gains will be earned on investments sold and shall be determined and payable to the Advisor in arrears as of the end of each calendar year. The incentive fee on capital gains is equal to 20% of the Company’s realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. The Company had no capital gains and therefore did not accrue an incentive fee on capital gains for the three and six months ended June 30, 2022 and 2021.
Operating Expense Responsibility Agreement
On May 12, 2021, the Company entered into the Second Amended and Restated Operating Expense Responsibility Agreement with the Advisor and the Sponsor (the “Responsibility Agreement”). The Responsibility Agreement amends and replaces the prior agreement and amended the manner in which reimbursements to the Sponsor under the agreement will be allocated. Since the inception of the Company through December 31, 2017, pursuant to the terms of the Responsibility Agreement, the Sponsor paid approximately $12,420,600 of operating expenses, asset management fees, and incentive fees on behalf of the Company and will reimburse to the Company an additional $4,240,231 of operating expenses, which had been paid by the Company as of December 31, 2017.
Pursuant to the Responsibility Agreement, the Sponsor will only be entitled to reimbursement of the cumulative expenses it has incurred on the Company’s behalf to the extent the Company’s investment income in any quarter, as reflected on the statement of operations, exceeds the sum of (a) total distributions to unitholders incurred during the quarter and (b) the Company’s expenses as reflected on the statement of operations for the same quarter (the “Reimbursement Hurdle”). If the Sponsor is entitled to receive reimbursement for any given quarter because the Company’s investment income exceeds the Reimbursement Hurdle for such quarter, the Company will apply 50% of the excess amount (the “Reimbursement Amount”) for such quarter as follows: (i) first, the Company will apply the Reimbursement Amount to reimburse the Sponsor for all expenses, other than asset management fees and incentive fees, that the Sponsor previously paid on the Company’s behalf, which will generally consist of operating expenses (the “Previously Paid Operating Expenses”) until all Previously Paid Operating Expenses have been reimbursed; and (ii) second, the Company will apply the Reimbursement Amount remaining after the payment of all Previously Paid Operating Expenses to reimburse the Sponsor for the asset management fees and incentive fees that the Sponsor has agreed to pay on the Company’s behalf until all such asset management fees and incentive fees accrued to date have been reimbursed.
Transactions
For the three months ended June 30, 2022 and 2021, the Advisor earned $1,655,975 and $1,769,982, respectively, in asset management fees and $1,259,703 and $1,347,541, respectively, in incentive fees. For the six months ended June 30, 2022 and 2021, the Advisor earned $3,345,935 and $3,579,212, respectively, in asset management fees and $2,155,581 and $2,128,997, respectively, in incentive fees.
As of June 30, 2022 and December 31, 2021, due from affiliates on the Consolidated Statement of Assets and Liabilities in the amount of $4,240,231 and $4,240,231, respectively was due from the Sponsor pursuant to the Responsibility Agreement for operating expenses which were paid by the Company, but, under the terms of the Responsibility Agreement, are the responsibility of the Sponsor. The Sponsor anticipates paying this receivable in the due course of business.
Note 6. Organization and Offering Costs
The Sponsor previously paid approximately $17,641,000 of offering costs and $236,000 of organization costs relating to the Offering, all of which were paid directly by the Sponsor on behalf of the Company. Such amounts include approximately $26,000 and $12,000 of offering costs incurred by the Sponsor during the six months ended June 30, 2022 and 2021, respectively. During the six months ended June 30, 2022 and 2021, the Company paid approximately $26,000 and $80,000 in reimbursement of offering costs to the Sponsor, respectively. Such offering costs reimbursed by the Company have been recognized against the proceeds from the issuance of units.
Since the commencement of the Company’s operations, the Company has reimbursed the Sponsor a total of approximately $17,344,000 of offering and organization costs through June 30, 2022.
30
For the six months ended June 30, 2022 and 2021, the Company paid SC Distributors, formally known as StratCap Securities, the dealer manager for certain of the Company’s prior offerings, approximately $200,000 and $220,000, respectively in ongoing distribution fees, dealer manager fees and service fees.
Note 7. Note Payable
The Company’s note payable consists of the following:
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
|
Outstanding Balance |
|
|
Outstanding Balance |
|
||
Christian Super promissory note |
|
$ |
— |
|
|
$ |
5,000,000 |
|
Total note payable |
|
$ |
— |
|
|
$ |
5,000,000 |
|
Christian Super Promissory Note
On December 18, 2018, Trilinc Global Impact Fund Cayman, Ltd. (“TGIFC”) issued $5 million of Series 2 Senior Secured Promissory Note (“CS Note”) to State Street Australia Ltd ACF Christian Super (“Christian Super”) pursuant to the CS Note private offering. The CS Note had an interest rate of 3.5% per annum plus one-year LIBOR (4.3% as of June 30, 2022) and interest is payable quarterly in arrears within 15 days after the end of each calendar quarter. The entire principal balance under the CS Note (and any unpaid interest) was due in one balloon payment on December 18, 2021, which was the fourth anniversary of the issuance date. The due date was extended and the CS Note was repaid in full on January 18, 2022.
For the six months ended June 30, 2022 and 2021, the Company recognized $11,169 and $95,062, respectively, in interest expense. Due to the variable rate structure of this borrowing, the carrying basis of this debt obligation is considered to approximate their fair value.
Note 8. Unit Capital
As of June 30, 2022, the Company had six classes of units: Class A, Class C, Class I, Class W, Class Y and Class Z units. The unit classes have been sold with different upfront sales commissions and dealer manager fees as well as different ongoing distribution fees, dealer manager fees and/or service fees with respect to certain classes of units, including a distribution fee with respect to Class C units, an ongoing dealer manager fee with respect to Class I and Class W units, and an ongoing service fee with respect to Class W units. As of June 30, 2022, the Company recorded a liability in the aggregate amount of $435,000 for the estimated future amount of ongoing distribution fees, dealer manager fees and service fees payable. The estimated liability as of June 30, 2022 is calculated based on a net asset value per Class C, Class I and Class W units of $7.049 with a distribution fee of 0.80% for Class C units, an ongoing dealer manager fee of 0.50% for Class I units, and ongoing aggregate dealer and service fees of 0.75% for Class W units, per annum applied to the net asset value, during the expected period that Class C, Class W and Class I units remain outstanding, and discounted using an annual rate of 4%. All units participate in the income and expenses of the Company on a pro-rata basis based on the number of units outstanding. The following table is a summary of unit activity during the six months ended June 30, 2022:
|
|
Units |
|
|
|
|
|
|
|
|
|
|
Units |
|
||
|
|
Outstanding |
|
|
|
|
|
|
Units |
|
|
Outstanding |
|
|||
|
|
as of |
|
|
Units Issued |
|
|
Repurchased |
|
|
as of |
|
||||
|
|
December 31, |
|
|
During |
|
|
During |
|
|
June 30, |
|
||||
|
|
2021 |
|
|
the Period |
|
|
the Period |
|
|
2022 |
|
||||
Class A units |
|
|
18,128,699 |
|
|
|
230,269 |
|
|
|
(194,676 |
) |
|
|
18,164,292 |
|
Class C units |
|
|
7,827,952 |
|
|
|
109,175 |
|
|
|
(85,354 |
) |
|
|
7,851,773 |
|
Class I units |
|
|
10,517,764 |
|
|
|
150,501 |
|
|
|
(189,294 |
) |
|
|
10,478,971 |
|
Class W units |
|
|
24,555 |
|
|
|
— |
|
|
|
— |
|
|
|
24,555 |
|
Class Y units |
|
|
2,696,506 |
|
|
|
33,354 |
|
|
|
(29,969 |
) |
|
|
2,699,891 |
|
Class Z units |
|
|
8,423,851 |
|
|
|
— |
|
|
|
— |
|
|
|
8,423,851 |
|
Total |
|
|
47,619,327 |
|
|
|
523,299 |
|
|
|
(499,293 |
) |
|
|
47,643,333 |
|
31
The total of 523,299 units issued during the six months ended June 30, 2022 included 492,268 units issued under the DRP at a value of approximately $3,515,000 and 33,354 units sold pursuant to our private placement for aggregate gross proceeds of $241,000.
Beginning June 11, 2014, the Company commenced a unit repurchase program pursuant to which the Company may conduct quarterly unit repurchases of up to 5% of the weighted average number of outstanding units in any 12-month period to allow the Company’s unitholders, who have held units for a minimum of one year, to sell their units back to the Company at a price equal to the most recently determined net asset value per unit for each class of units, as most recently disclosed by the Company in a public filing with the SEC at the time of repurchase. Repurchases for the second quarter of 2022 have been made at a price equal to $7.049 per units, which was the net asset value per unit of each class as of March 31, 2022, the most recently disclosed net asset value at the time of repurchase.
The unit repurchase program includes numerous restrictions, including a one-year holding period, that limit the ability of the Company’s unitholders to sell their units. Unless the Company’s board of managers determines otherwise, the Company will limit the number of units to be repurchased during any calendar year to the number of units that can be repurchased with the proceeds the Company receives from the sale of units under the Company’s DRP. At the sole discretion of the Company’s board of managers, the Company may also use cash on hand, cash available from borrowings and cash from the repayment or liquidation of investments as of the end of the applicable quarter to repurchase units.
During the six months ended June 30, 2022, the Company fulfilled repurchase requests for a total of 499,293 units at a weighted average repurchase price per unit of $7.09 for an aggregate repurchase price of $3,538,544. As of June 30, 2022, $1,725,663 of these repurchase requests were pending processing and were completed by the Company in July 2022. For the quarter ended June 30, 2022, eligible repurchase requests exceeded the limitations of the Company’s unit repurchase program described above and the requests were fulfilled on a pro rata basis, such that the Company repurchased approximately 245,000 units or 6.47% of eligible repurchase requests (based on the number of units submitted for repurchase), and approximately 3,062,000, or 93.532% of eligible repurchase requests (based on the number of units submitted for repurchase) were not redeemed. Pursuant to the terms of the Company’s unit repurchase program, the unsatisfied portion of repurchase requests that were not fulfilled at quarter-end will be carried over to the next quarter and treated as a request for repurchase at the next quarter-end repurchase date, unless the repurchase request is withdrawn.
Note 9. Distributions
Since July 2013, the Company has paid monthly distributions for all classes of units. The following table summarizes the distributions paid for the six months ended June 30, 2022:
|
|
|
|
Daily Rate |
|
|
Cash |
|
|
Distributions |
|
|
Total |
|
||||
Month ended |
|
Date Declared |
|
Per Unit |
|
|
Distributions |
|
|
Reinvested |
|
|
Declared |
|
||||
January 31, 2022 |
|
November 12, 2021 |
|
$ |
0.00139060 |
|
|
$ |
1,431,971 |
|
|
$ |
616,109 |
|
|
$ |
2,048,080 |
|
February 28, 2022 |
|
November 12, 2021 |
|
$ |
0.00139060 |
|
|
|
1,298,531 |
|
|
|
554,580 |
|
|
|
1,853,111 |
|
March 31, 2022 |
|
February 17, 2022 |
|
$ |
0.00139060 |
|
|
|
1,442,429 |
|
|
|
612,752 |
|
|
|
2,055,181 |
|
April 30, 2022 |
|
March 29, 2022 |
|
$ |
0.00136605 |
|
|
|
1,380,602 |
|
|
|
566,059 |
|
|
|
1,946,661 |
|
May 31, 2022 |
|
March 29, 2022 |
|
$ |
0.00136605 |
|
|
|
1,419,163 |
|
|
|
595,824 |
|
|
|
2,014,987 |
|
June 30, 2022 |
|
May 11, 2022 |
|
$ |
0.00135186 |
|
|
|
1,364,770 |
|
|
|
569,848 |
|
|
|
1,934,618 |
|
Total for 2022 |
|
|
|
|
|
|
|
$ |
8,337,466 |
|
|
$ |
3,515,172 |
|
|
$ |
11,852,638 |
|
In May 2022, the Company’s board of managers authorized the declaration of distributions for June, July and August of 2022. These distributions have been or will be calculated based on unitholders of record for each day in an amount equal to $0.00135186 per unit per day (less the distribution fee with respect to Class C units, the ongoing dealer manager fee with respect to certain Class I units and Class W units and the ongoing service fee with respect to Class W units). On an annualized basis, these distributions are equal to approximately 7.0% of the NAV per unit of $7.049, determined as of March 31, 2022. These distributions have been or will be paid in cash or reinvested in units, for those unitholders participating in the DRP, on or about the first day of the month following the month to which the distributions relate. There can be no assurances that distributions will continue to be paid at this rate in subsequent periods or at all.
32
Note 10. Financial Highlights
The following is a schedule of financial highlights of the Company for the six months ended June 30, 2022 and 2021:
|
Six months ended |
|
|||||
|
June 30, |
|
|
June 30, |
|
||
|
2022 |
|
|
2021 |
|
||
Per unit data (1): |
|
|
|
|
|
|
|
Net asset value at beginning of period |
$ |
7.10 |
|
|
$ |
7.58 |
|
Net investment income |
|
0.21 |
|
|
|
0.23 |
|
Net change in unrealized depreciation on investments |
|
(0.19 |
) |
|
|
(0.18 |
) |
Realized loss on investments |
|
— |
|
|
|
(0.02 |
) |
Net increase in net assets resulting from operations |
|
0.03 |
|
|
|
0.03 |
|
Distributions |
|
(0.25 |
) |
|
|
(0.29 |
) |
Net change in accrued distribution and other fees |
|
— |
|
|
|
— |
|
Net decrease in net assets |
|
(0.22 |
) |
|
|
(0.26 |
) |
Net asset value at end of period (2) |
$ |
6.88 |
|
|
$ |
7.32 |
|
Total return based on net asset value (3) |
|
0.37 |
% |
|
|
0.36 |
% |
Net assets at end of period |
$ |
328,279,441 |
|
|
$ |
345,878,834 |
|
Units Outstanding at end of period |
|
47,643,333 |
|
|
|
47,207,438 |
|
Ratio/Supplemental data (annualized) (3): |
|
|
|
|
|
|
|
Ratio of net investment income to average net assets |
|
6.12 |
% |
|
|
6.34 |
% |
Ratio of total expenses to average net assets |
|
4.67 |
% |
|
|
5.10 |
% |
1 |
The per unit data was derived by using the weighted average units outstanding during the six months ended June 30, 2022 and 2021, which were 47,719,530 and 46,974,996, respectively. |
2 |
For financial statement reporting purposes under GAAP, as of June 30, 2022 and 2021, the Company recorded a liability in the amount of $435,000 and $468,000, respectively, for the estimated future amount of Class C distribution fees, Class I dealer manager fees, Class W dealer manager fees and Class W services fees payable. This liability is reflected in this table, which is consistent with the financial statements. While the Company follows GAAP for financial reporting purposes, it has determined that deducting the accrual for the estimated future amount of Class C distribution fees, Class I dealer manager fees, Class W dealer manager fees and Class W services fees may not be the appropriate approach for determining the net asset value used on the quarterly investor statements and for other purposes. The Company believes that not making such deduction for purposes of net asset value determination is consistent with the industry standard and is more appropriate since the Company intends for the net asset value to reflect the estimated value on the date that the Company determines its net asset value. |
3 |
The Company’s net investment income has been annualized assuming consistent results over a full fiscal year, however, this may not be indicative of actual results over a full fiscal year. |
33
Note 11. Subsequent Events
The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Except as discussed below, there have been no subsequent events that occurred during such period that would require disclosure in the Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the three and six months ended June 30, 2022.
Distributions
The cash distributions for July totaled $1,370,715. With respect to unitholders participating in the Distribution Reinvestment Plan, $586,611 of the distributions for July were reinvested in units.
The Company’s board of managers authorized the declaration of distributions for September, October and November of 2022. These distributions will be calculated based on unitholders of record for each day in an amount equal to $0.001323189 per unit per day (less the distribution fee with respect to Class C units, the ongoing dealer manager fee with respect to certain Class I units and Class W units and the ongoing service fee with respect to Class W units). On an annualized basis, these distributions are equal to approximately 7.0% of the NAV per unit of $6.90, determined as of June 30, 2022. These distributions will be paid in cash or reinvested in units, for those unitholders participating in the DRP, on or about the first day of the month following the month to which the distributions relate. There can be no assurances that distributions will continue to be paid at this rate in subsequent periods or at all.
Investments
Subsequent to June 30, 2022 through August 12, 2022, the Company did not fund any new investments and received proceeds from repayment of investments of approximately $1.0 million.
Change in Independent Registered Public Accounting Firm
On July 20, 2022, the Company engaged RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, effective immediately. The engagement of RSM was approved by the Audit Committee of the Company’s Board of Managers.
34
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Company’s financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q.
Except as otherwise specified, references to “we,” “us,” “our,” or the “Company,” refer to TriLinc Global Impact Fund, LLC.
Forward Looking Statements
Some of the statements in this Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report involve risks and uncertainties, including statements as to:
|
• |
our future operating results; |
|
• |
our ability to purchase or make investments in a timely manner; |
|
• |
our business prospects and the prospects of our borrowers; |
|
• |
the impact of the COVID-19 pandemic and actions taken to prevent its spread on our business, results of operations, financial condition, liquidity and net asset value per unit; |
|
• |
the economic, social and/or environmental impact of the investments that we expect to make; |
|
• |
our contractual arrangements and relationships with third parties; |
|
• |
our ability to make distributions to our unitholders; |
|
• |
the dependence of our future success on the general economy and its impact on the companies in which we invest; |
|
• |
the availability of cash flow from operating activities for distributions and payment of operating expenses; |
|
• |
the performance of our Advisor, our sub-advisors and our Sponsor; |
|
• |
our dependence on our Advisor and our dependence on and the availability of the financial resources of our Sponsor; |
|
• |
the ability of our borrowers to make required payments; |
|
• |
our Advisor’s ability to attract and retain sufficient personnel to support our growth and operations; |
|
• |
the lack of a public trading market for our units; |
|
• |
our ongoing litigation; |
|
• |
our ability to borrow funds; |
|
• |
our expected financings and investments; |
|
• |
the adequacy of our cash resources and working capital; |
|
• |
general global economic, political and business conditions, including inflation, and the conflict in Ukraine; |
|
• |
performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments; |
|
• |
any failure in our Advisor’s or sub-advisors’ due diligence to identify all relevant facts in our underwriting process or otherwise; |
|
• |
the ability of our sub-advisors and borrowers to achieve their objectives; |
|
• |
the effectiveness of our portfolio management techniques and strategies; |
|
• |
failure to maintain effective internal controls; and |
|
• |
the loss of our exemption from the definition of an “investment company” under the Investment Company Act of 1940, as amended. |
We use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason.
The foregoing list of factors is not exhaustive. We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the SEC.
Overview
We make impact investments in SMEs that provide the opportunity to achieve both competitive financial returns and positive measurable impact. We were organized as a Delaware limited liability company on April 30, 2012. We have operated and intend to continue to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended. We use the proceeds raised from the issuance of units to invest in SMEs through local market sub-advisors in a diversified portfolio of financial assets, including direct loans, loan participations, convertible debt instruments, trade finance, structured credit and preferred and common equity investments. A substantial portion of our assets consists of collateralized private debt instruments, which we believe offer opportunities for competitive risk-adjusted returns and income generation. We are externally managed and advised by TriLinc Advisors, LLC, or the Advisor. The Advisor is an investment advisor registered with the SEC.
35
Our business strategy is to generate competitive financial returns and positive economic, social and environmental impact by providing financing to SMEs, which we define as those business having less than 500 employees, primarily in developing economies. To a lesser extent, we may also make impact investments in companies that may not meet our technical definition of SMEs due to a larger number of employees but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. We generally expect that such investments will have similar investment characteristics as SMEs as defined by us. Our style of investment is referred to as impact investing, which J.P. Morgan Global Research and Rockefeller Foundation in a 2010 report called “an emerging alternative asset class” and defined as investing with the intent to create positive impact beyond financial return. We believe it is possible to generate competitive financial returns while creating positive, measurable impact. We measure the economic, social and environmental impact of our investments using industry-standard metrics, including the Impact Reporting and Investment Standards. Through our investments in SMEs, we intend to enable job creation and stimulate economic growth.
We commenced the Offering on February 25, 2013. Pursuant to the Offering, we were offering on a continuous basis up to $1.5 billion in units of our limited liability company interest, consisting of up to $1.25 billion of units in the primary offering consisting of Class A and Class C units at initial offering prices of $10.00 and $9.576 per unit, respectively, and Class I units at $9.025 per unit, and up to $250 million of units pursuant to our Distribution Reinvestment Plan. SC Distributors, LLC was the dealer manager for the Offering. In May 2012, the Advisor purchased 22,161 Class A units for aggregate gross proceeds of $200,000. On June 11, 2013, we satisfied the minimum offering requirement of $2,000,000 when the Sponsor purchased 321,330 Class A units for aggregate gross proceeds of $2,900,000 and we commenced operations. The Offering terminated on March 31, 2017. Through the termination of the Offering, we raised approximately $361,776,000 in gross proceeds, including approximately $13,338,000 raised through our Distribution Reinvestment Plan.
Upon termination of the primary portion of the Offering, we registered $75 million in Class A, Class C and Class I units to continue to be offered pursuant to our Distribution Reinvestment Plan to the investors who have purchased units in the Offering. Units issued pursuant to our Distribution Reinvestment Plan are being offered at the price equal to the net asset value per unit of each class of units, as most recently disclosed by the Company in a public filing with the SEC at the time of reinvestment. Our Distribution Reinvestment Plan was amended, effective May 25, 2020, to allow holders of all classes of units other than Class Z units to participate, including holders who purchased units in our private placements. The offering must be registered or exempt from registration in every state in which we offer or sell units. If the offering is not exempt from registration, the required registration generally is for a period of one year. Therefore, we may have to stop selling units in any state in which the registration is not renewed annually and the offering is not otherwise exempt from registration.
From time to time we opportunistically seek to raise capital through sales of our common units in private placements that are exempt from registration under the Securities Act, as amended (the “Securities Act”). For example, we currently are seeking to raise up to $500,000,000 in a continuous private offering of our Class Y and Class Z units that will expire on August 25, 2022, unless extended or terminated earlier by us.
For the six months ended June 30, 2022, we issued 492,268 of our units pursuant to our Distribution Reinvestment Plan for gross proceeds of approximately $3,515,000. In addition, for the six months ended June 30, 2022, we issued 33,354 of our units for gross proceeds of approximately $241,000 pursuant to our ongoing private placement described above. As of June 30, 2022, $25,914,000 in units remained available for sale pursuant to the Distribution Reinvestment Plan.
From our inception to June 30, 2022, we have issued an aggregate of 55,741,881 of our units, including 7,529,384 units issued under our Distribution Reinvestment Plan, for gross proceeds of approximately $510,893,000 including approximately $62,424,000 reinvested under our Distribution Reinvestment Plan (before dealer manager fees of approximately $4,800,000 and selling commissions of $16,862,000), for net proceeds of $489,231,000.
Impact of COVID-19
The ongoing COVID-19 pandemic (more commonly referred to as the Coronavirus), including the emergence of the BA.5 variant and other variants, continues to adversely impact many industries and businesses directly or indirectly. Adverse impacts include disrupted global travel and supply chains, which adversely impact global commercial activity. Many businesses across the globe have seen a downturn in production and productivity due to the suspension of business and temporary closure of offices and factories that was prevalent during most of 2020, and continued into the second quarter of 2022 in certain areas. Although the economic recovery has been significantly affected by supply chain disruptions and higher input costs, which have been exacerbated by the conflict between Russia and Ukraine. These issues have more acutely affected developing economies. The Company believes that some of the regions in which it invests are poised to achieve economic normalization once the supply chain disruptions and input cost increases dissipate. However, the Company believes certain regions, industries and borrowers may experience further material economic distress due to the compound impact of more than two years of economic hardship and some borrowers may find it difficult or impossible to recover. Any of these adverse developments could have a material adverse effect on our business, financial condition and results of operations. However, if COVID-19 cases began to spike again globally, as we saw with recent variants, it could further adversely impact the Company’s borrowers’ businesses, financial condition and results of operations, which could result in their inability to make required payments in the near term and impact the fair value of the Company’s investments. During the six months ended June 30, 2022 and the year ended December 31, 2021, the Company made material adjustments to the fair value of certain of its investments, in part due to the impact of COVID-19. These adjustments, which amounted to approximately $231,000 and $6,368,000, respectively, in the aggregate during the six months ended June 30, 2022 and the year ended December 31, 2021, were made with
36
respect to 18.7% and 18.5%, respectively, of the Company’s investments (calculated based on the aggregate fair value of the Company’s total investments).
Although the Coronavirus has created material uncertainty and economic disruption, due to the rapidly evolving nature of the situation, the Company cannot predict the ultimate impact it will have on us. The Company is managing the situation through active engagement with its borrowers and is analyzing the potential effects COVID-19 may have on the portfolio or any potential capital deployments. Additionally, our Advisor has implemented its business continuity plan and additional procedures designed to protect against the introduction of the Coronavirus to the workforce, including permitting employees to work remotely and significantly enhanced office sterilization procedures to minimize the probability of contagion.
While many of the Company’s borrowers' businesses have experienced some disruption related to COVID-19, degrees of effect have varied. For example, as indicated under “-Watch List Investments” below, the borrowers with respect to the investments added to the Watch List for the six months ended June 30, 2022 and for the year ended December 31, 2021 have not made required payments in part due to adverse impacts they have experienced related to the COVID-19 pandemic, as well as due to the adverse impacts of supply chain disruptions and higher input costs associated with shortages of goods and labor. Where appropriate, the Company and/or the Company’s sub-advisors are working with borrowers to restructure facilities and may restructure additional facilities to provide relief needed by certain borrowers, without necessarily providing concessions that are out of market. Due in part to the disruptions associated with COVID-19 as well as due to the supply chain disruptions and increased input costs, the Company can provide no assurances that it will be able to continue to collect interest and principal payments at levels comparable to those prior to the pandemic. Further, the Company can provide no assurances that it will be able to recover all past due amounts from delinquent borrowers. The economic uncertainty and disruption described above is expected to continue and the Company may see further defaults and additional investments may be added to the Watch List in subsequent quarters. The adverse impact of COVID-19 was one of the material contributors to the approximate $0.22 decline in the Company’s NAV per unit as of June 30, 2022, as compared to the Company’s NAV per unit as of December 31, 2021. The Company's NAV is a reflection of the cumulative effect of 10 consecutive quarters of the adverse economic impact of COVID-19, compounded by the rising input costs caused, in part, by the conflict between Russia and Ukraine.
In addition, the Company saw a slowdown in transaction volume due to the impact of the pandemic in the first and second quarters of 2022 and through most of 2021, as smaller SMEs and those in industries most affected by COVID-19 (travel and hospitality, retail sales, etc.) were no longer in a position to appropriately add debt capital. While transaction volume has increased in recent months, it has not yet recovered to pre-pandemic levels and may continue to be affected by restrictions on travel and other shelter in place orders, making it more difficult to conduct in-person visits with potential borrowers. Additionally, in future periods, the Company may hold higher levels of cash than before the pandemic to ensure it has sufficient cash available to meet its cash obligations. Uncertain or inconsistent deployment of capital or higher cash balances each have the potential to further reduce cash flow generated to cover the Company’s distributions to its unitholders and/or cause the Company to further reduce its NAV in future periods.
Outlook
As noted above, the pandemic has had an adverse impact on many of our borrowers. The adverse impact on the global supply chain has been one of the largest challenges for our borrowers, as most of them are exporters directly tied to global trade. Some of these challenges include: demand from suppliers to be paid in cash rather than supplier credit, significant increases in shipping costs (when and if shipping is reliably available), and delays in the payment of receivables, all of which put pressure on borrowers’ working capital needs. Similarly, our borrowers experienced challenges related to the decrease in global demand during 2021, which resulted in declines in revenue for many of them. While many of our borrowers have been able to manage these declines by proactively reducing their operating expenses, a return to pre-pandemic global demand levels will be critical to our borrowers seeing a sustainable recovery with respect to revenue. As conditions continue to improve, due to the easing of restrictions and lockdowns that were put in place to curb the spread of COVID-19, global demand has recovered. However, in order to see a full normalization of economic conditions, supply chain challenges must be eased. As noted above, we have seen improvement in conditions as vaccinations are deployed globally in greater numbers, but we believe the effective distribution of vaccines to the populations of emerging market countries will remain critical to a full economic recovery for our affected borrowers. The delay of vaccination distribution in emerging market countries, where many of our borrowers are located, caused a lag in their economic recovery in 2021, which the Company expects to improve in coming quarters, particularly if supply chain disruptions and input costs normalize.
Additionally, input costs remain high and the conflict between Russia and Ukraine has increased the disruption, instability and volatility in global markets and industries. We do not have any investments in, and none of our borrowers receive supplies directly from, Russia, Belarus or Ukraine. Therefore, to date, we have not been materially impacted by the actions of the Russian government. Market disruptions in a single country could cause a worsening of conditions on a regional and even global level, as economic problems in a single country can significantly impact other markets and economies. While the direct impact on the Company of Russia's invasion of Ukraine is limited, we are being affected by increases in the price of oil as a result of sanctions on Russia, which contributes to overall inflation and increased costs. The ongoing conflict could cause increased volatility in the economies and financial markets of countries throughout the region, or even globally. We continue to monitor the uncertainty surrounding the extent and duration of this ongoing conflict and the impact that it may have on the global economy and on our business.
The Company's NAV is a reflection of the cumulative effect of 10 consecutive quarters of the adverse economic impact of COVID-19, compounded by the rising input costs caused, in part, by the conflict between Russia and Ukraine.
37
Investments
Our investment objectives are to provide our unitholders current income, capital preservation, and modest capital appreciation. These objectives are achieved primarily through SME trade finance and term loan financing, while employing rigorous risk-mitigation and due diligence practices, and transparently measuring and reporting the economic, social and environmental impacts of our investments. The majority of our investments are senior and other collateralized loans to SMEs with established, profitable businesses in developing economies. To a lesser extent, we may also make investments in financing to companies that may not meet our technical definition of SMEs due, for example, to the companies having a larger number of employees, but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. Furthermore, we may also make investments in developed economies, including the United States. With the sub-advisors that our Advisor has contracted with to assist the Advisor in implementing the Company’s investment program, we expect to provide growth capital financing generally ranging in size from $5-20 million per transaction for direct SME loans and $500,000 to $15 million for trade finance transactions. We seek to protect and grow investor capital by: (1) targeting countries with favorable economic growth and investor protections; (2) partnering with sub-advisors with significant experience in local markets; (3) focusing on creditworthy lending targets who have at least 3-year operating histories and demonstrated cash flows enabling loan repayment; (4) making primarily debt investments, backed by collateral and borrower guarantees; (5) employing best practices in our due diligence and risk mitigation processes; and (6) monitoring our portfolio on an ongoing basis. By providing additional liquidity to growing small businesses, we believe we support both economic growth and the expansion of the global middle class.
Investments will continue to be primarily credit facilities and participations in credit facilities to developing economy SMEs, including trade finance and term loans, through the Advisor’s team of professional sub-advisors with a local presence in the markets where they invest. As of June 30, 2022, more than a majority of our investments were in the form of participations and we expect that future investments will continue to be primarily participations. We typically provide financing that is collateralized, has a short to medium-term maturity and is self-liquidating through the repayment of principal. Our counterparty for participations generally will be the respective sub-advisor or its affiliate that originates the loan in which we are participating. We will not have a contract with the underlying borrower and therefore, in the event of default, we will not have the ability to directly seek recovery against the collateral and instead will have to seek recovery through our sub-advisor counterparty, which increases the risk of full recovery.
Certain investments, including loans and participations, may carry equity warrants on borrowers, which allow us to buy shares of the portfolio company at a given price, which we will exercise at our discretion during the life of the portfolio company. Our goal is to ultimately dispose of such equity interests and realize gains upon the disposition of such interests. However, these warrants and equity interests are illiquid and it may be difficult for the Company to dispose of them. In addition, we expect that any warrants or other return enhancements received when we make or invest in loans may require several years to appreciate in value and may not appreciate at all.
LIBOR
In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR. As a result, the U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for USD LIBOR in derivatives and other financial contracts. The transition away from LIBOR could cause interest rates on our debt to decrease, which could adversely affect our operating results. In addition, uncertainty about the extent and manner of future changes may result in interest rates that are higher or lower than if LIBOR were to remain available in the current form.
LIBOR is expected to be phased out completely by June 2023, and new contracts ceased to be written using USD LIBOR at the beginning of 2022. As of June 30, 2022, 17% of the fair value of the Company’s total investments bore interest at floating rates based on LIBOR, with an alternative rate to be designated by the Company in the event that LIBOR is unavailable. The Company expects to fix SOFR as the alternative benchmark rate for our remaining investments with floating rates based on LIBOR. There can be no assurances as to whether such replacement or alternative rate will be more or less favorable than LIBOR. We intend to monitor the developments with respect to the phasing out of LIBOR and work with our sub-advisors to seek to ensure any transition away from LIBOR will have minimal impact on our investments, but we can provide no assurances regarding the impact of the discontinuation of LIBOR.
38
Revenues
Since we anticipate that the majority of our assets will continue to consist of trade finance instruments and term loans, we expect that the majority of our revenue will continue to be generated in the form of interest. Our senior and subordinated debt investments may bear interest at a fixed or floating rate. Interest on debt securities is generally payable monthly, quarterly or semi-annually. In some cases, some of our investments provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally is due at the maturity date. In addition, we generate revenue in the form of acquisition and other fees in connection with some transactions. Original issue discounts and market discounts or premiums are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.
Expenses
Our primary operating expenses include the payment of asset management fees and expenses reimbursable to our Advisor under the Advisory Agreement. We bear all other costs and expenses of our operations and transactions.
From our inception through December 31, 2017, under the terms of the Responsibility Agreement, our Sponsor assumed substantially all our operating expenses. Our Sponsor has not assumed any of our operating expenses subsequent to December 31, 2017. As of December 31, 2017, the Sponsor had agreed to pay a cumulative total of approximately $16.7 million of operating expenses, of which approximately $16.3 million have not been reimbursed to the Sponsor as of June 30, 2022.
Portfolio and Investment Activity
During the six months ended June 30, 2022, the Company did not fund any new investments. Our investments consisted of senior secured trade finance participations, senior secured term loan participations, senior secured term loans, other investments, and equity warrants. Additionally, we received proceeds from repayments of investment principal of approximately $6.8 million.
At June 30, 2022 and December 31, 2021, the Company’s investment portfolio included and 36 companies, respectively, and the fair value of our portfolio was comprised of the following:
|
|
|
|
|
|
As of June 30, 2022 |
|
|
As of December 31, 2021 |
|
||||||||||
|
|
|
|
|
|
Investments |
|
|
Percentage of |
|
|
Investments |
|
|
Percentage of |
|
||||
|
|
|
|
|
|
at Fair Value |
|
|
Total Investments |
|
|
at Fair Value |
|
|
Total Investments |
|
||||
Senior secured term loans |
|
|
|
|
|
$ |
117,645,480 |
|
|
|
39.5 |
% |
|
$ |
119,374,062 |
|
|
|
39.6 |
% |
Senior secured term loan participations |
|
|
|
|
|
|
130,626,998 |
|
|
|
43.8 |
% |
|
|
132,290,743 |
|
|
|
43.9 |
% |
Senior secured trade finance participations |
|
|
|
|
|
|
44,822,350 |
|
|
|
15.0 |
% |
|
|
45,092,689 |
|
|
|
15.0 |
% |
Other investments * |
|
|
|
|
|
|
3,758,063 |
|
|
|
1.3 |
% |
|
|
3,758,063 |
|
|
|
1.2 |
% |
Equity warrants |
|
|
|
|
|
|
1,088,168 |
|
|
|
0.4 |
% |
|
|
1,088,168 |
|
|
|
0.4 |
% |
Total investments |
|
|
|
|
|
$ |
297,941,059 |
|
|
|
100.0 |
% |
|
$ |
301,603,725 |
|
|
|
100.0 |
% |
* |
This investment was originally classified as an investment in a credit facility originated by IIG TOF B.V. |
As of June 30, 2022, the weighted average yields, based upon the cost of our portfolio, on trade finance participations, term loan participations, senior secured term loans, and other investments were 10.5%, 12.9%, 11.6%, and 8.8%, respectively, for a weighted average yield on investments of approximately 11.9% on our total portfolio.
As of June 30, 2021, the weighted average yields, based upon the cost of our portfolio, on trade finance participations, term loan participations, senior secured term loans, and other investments were 10.6%, 12.6%, 11.6%, and 8.8%, respectively, for a weighted average yield on investments of approximately 11.8% on our total portfolio.
39
As of June 30, 2022, we had the following investments, listed by description of the underlying borrower (if applicable):
Description |
|
Sector |
|
Industry Classification |
|
Country |
|
Interest |
|
|
Maturity (1) |
|
Principal Amount |
|
|
Fair Value |
|
|||
Sugar Producer |
|
Sugarcane and Sugar Beets |
|
Sustainable Agriculture & Agroprocessing |
|
Brazil |
|
12.43% |
|
|
12/15/2020 |
(2) |
$ |
2,851,296 |
|
|
$ |
555,673 |
|
|
LED Lighting Service Provider |
|
Electric Services |
|
Technological Innovation |
|
Chile |
|
11.00% |
|
|
6/6/2021 |
(2) |
|
1,456,162 |
|
|
|
1,245,868 |
|
|
Sustainable Packaging Manufacturer |
|
Corrugated and solid fiber boxes |
|
Recycling |
|
Ecuador |
|
9.16% Cash/2.20% PIK |
|
|
6/18/2025 |
|
|
11,102,781 |
|
|
|
11,102,781 |
|
|
Resource Trader |
|
Coal and Other Minerals and Ores |
|
Responsible Natural Resources Distribution |
|
Hong Kong |
|
11.50% PIK |
|
|
6/30/2023 |
|
|
21,585,200 |
|
|
|
19,521,350 |
|
|
Wholesale Distributor |
|
Chemicals and Allied Products |
|
Responsible Industrial Goods Distribution |
|
Malaysia |
|
12.00% |
|
|
6/30/2023 |
|
|
18,159,843 |
|
|
|
16,419,531 |
|
|
Waste to Fuels Processor |
|
Refuse Systems |
|
Recycling |
|
Mexico |
|
15.50% PIK |
|
|
1/27/2023 |
(3) |
|
35,865,930 |
|
|
|
36,740,448 |
|
|
Cocoa Processor |
|
Chocolate and Cocoa Products |
|
Sustainable Agriculture & Agroprocessing |
|
Indonesia |
|
13.00% |
|
|
3/4/2024 |
|
|
10,000,000 |
|
|
|
10,000,000 |
|
|
Cocoa Processor |
|
Chocolate and Cocoa Products |
|
Sustainable Agriculture & Agroprocessing |
|
Indonesia |
|
11.00% |
|
|
3/4/2024 |
|
|
5,000,000 |
|
|
|
5,000,000 |
|
|
Diaper Manufacturer II |
|
Sanitary Paper Products |
|
Responsible Consumer Goods Production |
|
Peru |
|
8.00% Cash/3.00% PIK |
|
|
12/31/2024 |
|
|
4,953,237 |
|
|
|
4,953,237 |
|
|
SME Financier |
|
Short-Term Business Credit |
|
Inclusive Finance |
|
Botswana |
|
9.63% |
|
|
8/18/2023 |
|
|
4,740,000 |
|
|
|
4,740,000 |
|
|
IT Service Provider |
|
Computer Related Services, NEC |
|
Access to Technology |
|
Brazil |
|
10.75% Cash/3.25% PIK |
|
|
11/23/2023 |
|
|
18,941,406 |
|
|
|
19,243,511 |
|
|
Ship Maintenance & Repair Service Provider |
|
Boatbuilding and Repairing |
|
Infrastructure Development |
|
Brazil |
|
8.00% Cash/8.00% PIK |
|
|
12/7/2023 |
|
|
6,832,142 |
|
|
|
6,806,170 |
|
|
Hospitality Service Provider |
|
Hotels and Motels |
|
Infrastructure Development |
|
Cabo Verde |
|
10.00% Cash/4.75% PIK |
|
|
12/31/2024 |
(2) |
|
14,511,780 |
|
|
|
16,067,298 |
|
|
Consumer Lender II |
|
Personal Credit Institutions |
|
Inclusive Finance |
|
Colombia |
|
11.90% |
|
|
9/1/2025 |
|
|
3,051,167 |
|
|
|
3,051,167 |
|
|
Tank Farm Operator |
|
Petroleum and Petroleum Products |
|
Responsible Fuel Storage |
|
Ghana |
|
12.00% |
|
|
2/10/2023 |
|
|
5,747,004 |
|
|
|
5,747,004 |
|
|
Mobile Network Operator |
|
Telephone Communications |
|
Access to Technology |
|
Jersey |
|
9.70% |
|
|
9/30/2026 |
|
|
15,000,000 |
|
|
|
15,000,000 |
|
|
Freight and Cargo Transporter |
|
Freight Transportation Arrangement |
|
Responsible Logistics Management |
|
Kenya |
|
7.75% Cash/4.00% PIK |
|
|
3/31/2023 |
(2) |
|
14,909,819 |
|
|
|
12,919,794 |
|
|
Property Developer |
|
Land Subdividers and Developers |
|
Infrastructure Development |
|
Namibia |
|
8.50% Cash/4.00% PIK |
|
|
8/15/2021 |
(2) |
|
18,622,449 |
|
|
|
14,127,440 |
|
|
Wheel Manufacturer |
|
Motor Vehicle Parts and Accessories |
|
Responsible Consumer Goods Production |
|
Netherlands |
|
14.23% |
|
|
2/7/2024 |
|
|
8,275,000 |
|
|
|
9,779,546 |
|
|
Marine Logistics Provider |
|
Towing and Tugboat Service |
|
Responsible Logistics Management |
|
Nigeria |
|
15.28% |
|
|
1/31/2022 |
(2) |
|
17,007,004 |
|
|
|
8,040,131 |
|
|
Frozen Bakery Products Manufacturer |
|
Retail Bakeries |
|
Responsible Consumer Goods Production |
|
Romania |
|
7.00% Cash/7.00% PIK |
|
|
5/20/2024 |
|
|
4,039,909 |
|
|
|
4,054,903 |
|
|
Grain Processor G |
|
Corn |
|
Sustainable Agriculture & Agroprocessing |
|
Uganda |
|
12.80% PIK |
|
|
7/8/2024 |
|
|
528,004 |
|
|
|
528,004 |
|
|
Grain Processor F |
|
Corn |
|
Sustainable Agriculture & Agroprocessing |
|
Uganda |
|
3.50% Cash/8.00% PIK |
|
|
6/30/2025 |
|
|
11,551,568 |
|
|
|
10,522,030 |
|
|
Agriculture Distributor |
|
Soybeans |
|
Sustainable Agriculture & Agroprocessing |
|
Argentina |
|
10.45% |
|
|
6/30/2018 |
(2) |
|
12,500,000 |
|
|
|
5,772,745 |
|
|
Dairy Co-Operative |
|
Dairy Farms |
|
Sustainable Dairy Production |
|
Argentina |
|
10.67% |
|
|
7/29/2019 |
(2) |
|
5,802,296 |
|
|
|
4,393,274 |
|
|
Beef Exporter |
|
Beef Cattle, Except Feedlots |
|
Sustainable Agriculture & Agroprocessing |
|
Argentina |
|
11.50% |
|
|
8/31/2017 |
(2) |
|
9,000,000 |
|
|
|
6,361,679 |
|
|
Cotton Producer |
|
Cotton Ginning |
|
Sustainable Agriculture & Agroprocessing |
|
Argentina |
|
9.00% |
|
|
8/31/2017 |
(2) |
|
6,000,000 |
|
|
|
3,398,558 |
|
|
Cocoa & Coffee Exporter |
|
Chocolate and Cocoa Products |
|
Sustainable Agriculture & Agroprocessing |
|
Cameroon |
|
9.50%, 6.00% |
|
|
9/30/2023 |
(2) |
|
15,671,250 |
|
|
|
14,950,820 |
|
|
Non-Ferrous Metal Trader |
|
Coal and Other Minerals and Ores |
|
Responsible Metals Distribution |
|
Singapore |
|
6.00% PIK |
|
|
8/18/2025 |
(2) |
|
20,458,129 |
|
|
|
18,194,760 |
|
|
Mobile Phone Distributor |
|
Telephone and Telegraph Apparatus |
|
Access to Technology |
|
Hong Kong |
|
12.00% |
|
|
5/31/2020 |
(2) |
|
9,072,469 |
|
|
|
1,685,937 |
|
|
Scrap Metal Recycler |
|
Secondary Nonferrous Metals |
|
Recycling |
|
Morocco |
|
11.00% |
|
|
7/31/2018 |
(2) |
|
1,433,058 |
|
|
|
628,862 |
|
|
Cocoa Trader III |
|
Farm Products |
|
Sustainable Agriculture & Agroprocessing |
|
Nigeria |
|
8.50% |
|
|
12/31/2022 |
(4) |
|
664,101 |
|
|
|
664,101 |
|
|
Cocoa Trader II |
|
Farm Products |
|
Sustainable Agriculture & Agroprocessing |
|
Nigeria |
|
8.50% |
|
|
12/31/2022 |
(4) |
|
820,482 |
|
|
|
820,482 |
|
|
Fruit & Nut Distributor |
|
Salted and Roasted Nuts and Seeds |
|
Sustainable Agriculture & Agroprocessing |
|
South Africa |
|
17.50% |
|
|
5/22/2015 |
(2) |
|
785,806 |
|
|
|
497,462 |
|
|
Pharmaceuticals Distributor |
|
Drugs, Proprietaries, and Sundries |
|
Access to Healthcare and Pharmaceuticals |
|
United Arab Emirates |
|
14.60% |
|
|
6/30/2018 |
(2) |
|
648,430 |
|
|
|
648,430 |
|
|
Receivable from IIG TOF B.V. |
|
Miscellaneous Business Credit |
|
Other |
|
N/A |
|
8.75% |
|
|
N/A |
(2) |
|
6,000,000 |
|
|
|
3,758,063 |
|
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
297,941,059 |
|
1 |
Trade finance borrowers may be granted flexibility with respect to repayment relative to the stated maturity date to accommodate specific contracts and/or business cycle characteristics. This flexibility in each case is agreed upon between the Company and the sub-advisor and between the sub-advisor and the borrower. |
2 |
See Watch List Investments section below for further information. |
3 |
This investment consists of a senior secured term loan and equity warrants in the borrower. |
4 |
Refer to the Consolidated Schedule of Investments for further information about the status of this investment. |
40
As of June 30, 2022, the composition our investments based on the Company created industry classification was as follows:
Industry Classification |
|
Value |
|
|
of Total |
|
||
Access to Healthcare and Pharmaceuticals |
|
$ |
648,430 |
|
|
|
0.20 |
% |
Access to Technology |
|
|
35,929,448 |
|
|
|
12.10 |
% |
Inclusive Finance |
|
|
7,791,167 |
|
|
|
2.60 |
% |
Infrastructure Development |
|
|
37,000,908 |
|
|
|
12.40 |
% |
Recycling |
|
|
48,472,091 |
|
|
|
16.30 |
% |
Responsible Consumer Goods Production |
|
|
18,787,686 |
|
|
|
6.30 |
% |
Responsible Fuel Storage |
|
|
5,747,004 |
|
|
|
1.90 |
% |
Responsible Industrial Goods Distribution |
|
|
16,419,531 |
|
|
|
5.50 |
% |
Responsible Logistics Management |
|
|
20,959,925 |
|
|
|
7.00 |
% |
Responsible Metals Distribution |
|
|
18,194,760 |
|
|
|
6.10 |
% |
Responsible Natural Resources Distribution |
|
|
19,521,350 |
|
|
|
6.60 |
% |
Sustainable Agriculture & Agroprocessing |
|
|
59,071,554 |
|
|
|
19.80 |
% |
Sustainable Dairy Production |
|
|
4,393,274 |
|
|
|
1.50 |
% |
Technological Innovation |
|
|
1,245,868 |
|
|
|
0.40 |
% |
Other |
|
|
3,758,063 |
|
|
|
1.30 |
% |
Total |
|
$ |
297,941,059 |
|
|
|
100.00 |
% |
Concentration Limits
The Company is subject to the following concentration limits:
|
• |
Maximum 45% regional exposure |
|
• |
Maximum 20% country exposure |
|
• |
Maximum 5% individual investment exposure |
We may only make investments that do not cause us to exceed these limits on the date of investment. These limits are calculated as a percentage of the aggregate of all outstanding principal balances on our investments and our cash balances on the date of investment. As of June 30, 2022, the Company was in compliance with all of the above concentration limits.
Watch List Investments
Please see “Notes to Consolidated Financial Statements—Note 3. Investments—Watch List Investments.”
Results of Operations
Consolidated operating results for the three and six months ended June 30, 2022 and 2021 are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
||||||||||
|
|
June 30, 2022 |
|
|
June 30, 2021 |
|
|
June 30, 2022 |
|
|
June 30, 2021 |
|
|
||||
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
9,260,185 |
|
|
$ |
9,464,096 |
|
|
$ |
17,845,153 |
|
|
$ |
18,614,542 |
|
|
Interest from cash |
|
|
— |
|
|
|
9,870 |
|
|
|
3,481 |
|
|
|
37,299 |
|
|
Total investment income |
|
|
9,260,185 |
|
|
|
9,473,966 |
|
|
|
17,848,634 |
|
|
|
18,651,841 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management fees |
|
|
1,655,975 |
|
|
|
1,769,982 |
|
|
|
3,345,935 |
|
|
|
3,579,212 |
|
|
Incentive fees |
|
|
1,259,703 |
|
|
|
1,347,541 |
|
|
|
2,155,581 |
|
|
|
2,128,997 |
|
|
Professional fees |
|
|
910,386 |
|
|
|
459,852 |
|
|
|
1,526,126 |
|
|
|
1,321,807 |
|
|
General and administrative expenses |
|
|
330,932 |
|
|
|
394,258 |
|
|
|
561,384 |
|
|
|
678,745 |
|
|
Interest expense |
|
|
— |
|
|
|
47,794 |
|
|
|
11,169 |
|
|
|
95,062 |
|
|
Board of managers fees |
|
|
64,375 |
|
|
|
64,375 |
|
|
|
128,750 |
|
|
|
128,750 |
|
|
Total expenses |
|
|
4,221,371 |
|
|
|
4,083,802 |
|
|
|
7,728,945 |
|
|
|
7,932,573 |
|
|
Net investment income |
|
$ |
5,038,814 |
|
|
$ |
5,390,164 |
|
|
$ |
10,119,689 |
|
|
$ |
10,719,268 |
|
|
41
Revenues
Three months ended June 30, 2022 and 2021
For the three months ended June 30, 2022 and 2021, total investment income amounted to $9,260,185 and $9,473,966, respectively. Interest income decreased by $213,781 during the three months ended June 30, 2022 compared to the same period in 2021 as a result of the increase in the average size of the investment portfolio from the first quarter of 2022 to the second quarter of 2022 is lower by approximately $1.1M compared with the increase in the average size of the investment portfolio from the first quarter of 2021 to the second quarter of 2021. The decrease in the average size of our portfolio during the second quarter of 2022 was due to investment repayments that were not redeployed.
During the three months ended June 30, 2022, $5,176,021 or 55.9% of the interest income was earned from loan and trade finance participations and $4,084,164 or 44.1% from direct loans.
During the three months ended June 30, 2021, $5,846,232 or 61.8% of the interest income was earned from loan and trade finance participations and $3,617,865 or 38.2% from direct loans. In addition, the Company earned $9,870 in interest income on our cash balances.
Six months ended June 30, 2022 and 2021
For the six months ended June 30, 2022 and 2021, total investment income amounted to $17,848,634 and $18,651,841, respectively. Interest income decreased by $803,207 during the six months ended June 30, 2022 compared to the same period in 2021 as a result of a decrease in the weighted average investment portfolio of approximately $168,000 from the weighted average investment portfolio of $41,647,639 for the six months ended June 30, 2021 to $41,479,155 for the six months ended June 30, 2022. The decrease in the average size of our portfolio during the first half of 2022 was due to investment repayments that were not redeployed.
During the six months ended June 30, 2022, $9,947,223 or 55.8% of the interest income was earned from loan and trade finance participations and $7,895,930 or 44.2% from direct loans.
During the six months ended June 30, 2021, $11.607.526 or 62.4% of the interest income was earned from loan and trade finance participations and $7,007,016 or 37.6% from direct loans. In addition, we earned $37,299 in interest income on our cash balances.
Expenses
Three months ended June 30, 2022 and 2021
Total operating expenses, excluding the asset management and incentive fees, incurred for the three months ended June 30, 2022 increased by $339,414 to $1,305,693 from $966,279 for the three months ended June 30, 2021 as a result of an increase in the professional fees of $450,534 which was primarily due to more fees incurred for audit, legal and valuation services in connection with the valuation of our portfolio and our ongoing efforts to recover amounts outstanding with respect to investments for which IIG was the sub-advisor.
For the three months ended June 30, 2022 and 2021, the asset management fees amounted to $1,655,975 and $1,769,982, respectively. The incentive fees for the three months ended June 30, 2022 and 2021 amounted to $1,259,703 and $1,347,541, respectively. The decrease in incentive fees is due to the decrease in revenue during the second quarter of 2022.
Six months ended June 30, 2022 and 2021
Total operating expenses, excluding the asset management and incentive fees, incurred for the six months ended June 30, 2022 increased by $ 3,065 to $2,227,429 from $2,224,364 for the six months ended June 30, 2021. The increase is mainly due to more audit fees incurred in relation to the new audit service contract in the second quarter of 2022.
For the six months ended June 30, 2022 and 2021, the asset management fees amounted to $3,345,935 and $3,579,212, respectively. The incentive fees for the six months ended June 30, 2022 and 2021 amounted to $2,155,581 and $2,128,997, respectively. The increase in incentive fees is due to the decrease in management fees and the increase in investment income during the first and second quarter of 2022.
42
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments. We measure net realized gains or losses by the difference between the net proceeds from the repayment or sale of an investment and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment fair market values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. We had no recorded realized losses of for the three and six months ended June 30, 2022 and 2021, respectively. We recorded unrealized losses of $6,252,468 and $7,555,975 for the three months ended June 30, 2022 and 2021, respectively. We recorded unrealized losses of $8,898,668 and $8,531,302 for the six months ended June 30, 2022 and 2021, respectively. These unrealized losses were primarily driven by macro events, including the uncertainty created by the recent COVID-19 pandemic and the rising input costs caused in part by the conflict between Russian and Ukraine and their impact on the future cash flows generated by our investments as well as the ultimate realization of the underlying collateral.
Financial Condition, Liquidity and Capital Resources
As of June 30, 2022, we had approximately $4.6 million in cash. We generate cash primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, proceeds from sales of our investments and from sales of promissory notes and proceeds from private placements of our units. We may also generate cash in the future from debt financing. Our primary use of cash will be to make loans, either directly or through participations, payments of our expenses, payments on our notes and any other borrowings, and cash distributions to our unitholders. We expect to maintain cash reserves from time to time for investment opportunities, working capital and distributions. As noted above, the combination of a slower pace of deployment of capital with higher cash balances may further reduce cash flows generated to cover our distributions to our unitholders and/or cause us to further reduce our NAV in future periods. From the beginning of the Company’s operations to date, our Sponsor has assumed a significant portion of our operating expenses under the Responsibility Agreement in the amount of approximately $16.7 million. The Company may only reimburse the Sponsor for expenses assumed by the Sponsor pursuant to the Responsibility Agreement to the extent the Company’s investment income in any quarter, as reflected on the statement of operations, exceeds the sum of (a) total distributions to unitholders incurred during the quarter and (b) the Company’s expenses as reflected on the statement of operations for the same quarter (the “Reimbursement Hurdle”). To the extent the Company is not successful in satisfying the Reimbursement Hurdle, no amount will be payable in that quarter by the Company for reimbursement to the Sponsor of the Company’s cumulative operating expenses. The Company did not meet the Reimbursement Hurdle for the quarter ended June 30, 2022. Therefore, none of the expenses of the Company covered by the Responsibility Agreement have been recorded as expenses of the Company for the quarter ended June 30, 2022. As of June 30, 2022, there is a remaining aggregate balance of approximately $16.3 million in operating expenses assumed by the Sponsor pursuant to the Responsibility Agreement which have not been recorded by the Company. Thus, such amounts are not yet reimbursable by the Company to the Sponsor. Such reimbursements to the Sponsor would affect the amount of cash available to the Company to pay distributions and/or make investments.
We may borrow additional funds to make investments. We have not decided to what extent going forward we will finance portfolio investments using debt or the specific form that any such financing would take, but we believe that obtaining financing is necessary for us to fully achieve our long-term goals. We have been, and still are, actively seeking further financing through both development banks and several commercial banks. Accordingly, we cannot predict with certainty what terms any such financing would have or the costs we would incur in connection with any such arrangement. On August 7, 2017, TGIFC issued $5.0 million in the first of a Series 1 Senior Secured Promissory Notes private offering to State Street Australia Ltd ACF Christian Super (“Christian Super”). On faveraDecember 18, 2018, TGIFC issued $5.0 million of Series 2 Senior Secured Promissory Notes to Christian Super. The Company extended and repaid the CS Note in full in January 2022.
Company Strategy
Although the Company has a perpetual duration, it disclosed previously that if the Company did not consummate a liquidity event by August 25, 2021, it would commence an orderly liquidation of its assets unless a majority of the board of managers, including a majority of the independent managers, determined that liquidation is not in the best interests of the Company’s unitholders. Following the completion of a review process, in May 2021, the board of managers, including all of the independent managers, determined that a liquidation was not in the best interests of the Company’s unitholders and approved the continuation of the Company’s operations through at least August 26, 2022. In August 2022, the board of managers again determined that a liquidation is not in the best interests of the Company. The board of managers and management believe that it is in the best interests of the Company to continue its operations and to pursue leverage and other alternatives to stabilize its portfolio and NAV through December 31, 2023.
Distributions
We have paid distributions commencing with the month beginning July 1, 2013, and we intend to continue to pay distributions on a monthly basis. From time to time, we may also pay interim distributions at the discretion of our board. Distributions are subject to the board of managers’ discretion and applicable legal restrictions and accordingly, there can be no assurance that we will make distributions at a specific rate or at all. Distributions are made on all classes of our units at the same time. The cash distributions received by our unitholders with respect to the Class C units, Class W units and certain Class I units, are and will continue to be lower than the cash distributions with respect to Class A and certain other Class I units because of the distribution fee relating to Class C
43
units, the ongoing dealer manager fee relating to Class W units and Class I units issued pursuant to a private placement and the ongoing service fee relating to the Class W units, which are expenses specific to those classes of units. Amounts distributed to each class are allocated among the unitholders in such class in proportion to their units. Distributions are paid in cash or reinvested in units, for those unitholders participating in the DRP. For the six months ended June 30, 2022, we paid a total of $11,852,638 in distributions, comprised of $8,337,466 paid in cash and $3,515,172 reinvested under our DRP.
Related Party Transactions
For the six months ended June 30, 2022 and 2021, the Advisor earned $3,345,935, and $3,579,212, respectively, in asset management fees and $2,155,581 and $2,128,997, respectively, in incentive fees.
From our inception through September 30, 2017, pursuant to the terms of the Responsibility Agreement, the Sponsor has paid approximately $12,421,000 of operating expenses, asset management fees, and incentive fees on our behalf and will reimburse us an additional $4,240,231 of expenses, which we had paid as of September 30, 2017. Such expenses, in the aggregate of approximately $16,274,000 since the Company’s inception, may be expensed and payable by the Company to the Sponsor only if the Company satisfies the Reimbursement Hurdle. The Company did not meet the Reimbursement Hurdle for the quarter ended June 30, 2022. Therefore, none of the expenses of the Company covered by the Responsibility Agreement have been recorded as expenses of the Company for the quarter ended June 30, 2022.
As of June 30, 2022 and December 31, 2021, due from affiliates on the Consolidated Statements of Assets and Liabilities in the amount of $4,240,231 and $4,240,231, respectively was due from the Sponsor pursuant to the Responsibility Agreement for operating expenses which were paid by the Company, but, under the terms of the Responsibility Agreement, are the responsibility of the Sponsor. The Sponsor anticipates paying this receivable in the due course of business.
For the six months ended June 30, 2022 and 2021, we paid SC Distributors, formally known as StratCap Securities, the dealer manager for certain of our offerings, approximately $200,000 and $220,000, respectively in ongoing distributions fees, dealer manager fees and service fees.
Legal Proceedings
As of June 30, 2022, the Company was not a party to any material legal proceedings other than as set forth in “Notes to Consolidated Financial Statements—Note 3. Investments—Watch List Investments.”
Critical Accounting Policies and Use of Estimates
In preparing our Consolidated Financial Statements in accordance with GAAP and pursuant to the rules and regulations promulgated by the SEC, we make assumptions, judgments and estimates that can have a significant impact on our net income/loss and affect the reported amounts of certain assets, liabilities, revenue and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and discuss our critical accounting policies and estimates with the audit committee of our board of managers. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.
There have been no significant changes to our critical accounting policies, estimates and judgments during six months ended June 30, 2022, compared to the critical accounting policies, estimates and judgments disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2021.
The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the amounts reported in the financial statements. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. In particular, the COVID-19 pandemic has adversely impacted and is likely to further adversely impact the Company's business, the businesses of the Company's borrowers and the global markets generally. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including fair value measurements, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or address its impact, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.
Recent Accounting Pronouncements
See Note 2 to the Company’s accompanying Consolidated Financial Statements for a description of recent accounting pronouncements and its expectation of their impact on the Company’s results of operations and financial condition.
44
Subsequent Events
Please see “Notes to Consolidated Financial Statements—Note 11. Subsequent Events.”
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that the disclosure controls and procedures were effective as of June 30, 2022.
There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
45
Part II. Other Information
Item 1. Legal Proceedings.
As of June 30, 2022, the Company was not a party to any material legal proceedings other than the legal proceedings described in “Notes to Consolidated Financial Statements—Note 3. Investments—Watch List Investments."
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 30, 2022 (“2021 Form 10-K”) which could materially affect our business, financial condition, and/or future results. The risks described in our 2021 Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.
There have been no material changes to the risk factors disclosed in our 2021 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the six months ended June 30, 2022, we sold an aggregate of 33,354 Class Y units to accredited investors for an aggregate amount of $241,000. The units were issued pursuant to an exemption from registration provided under Rule 506 of Regulation D promulgated under the Securities Act, for transactions not involving a public offering.
Unit Repurchase Program
Beginning June 11, 2014, we commenced a unit repurchase program pursuant to which we conduct quarterly unit repurchases of up to 5% of our weighted average number of outstanding units in any 12-month period to allow our unitholders, who have held our units for a minimum of one year, to sell their units back to us. Our unit repurchase program includes numerous restrictions, including a one-year holding period, that limit our unitholders’ ability to sell their units. Additionally, we have no obligation to repurchase units if the repurchase would violate the restrictions on distributions under federal law or Delaware law, and all units to be repurchased under the program must be fully transferable and not be subject to any liens or other encumbrances and free from any restrictions on transfer. Unless our board of managers determines otherwise, we will limit the number of units to be repurchased during any calendar year to the number of units we can repurchase with the proceeds we receive from the sale of units under our distribution reinvestment plan. At the sole discretion of our board of managers, we may also use cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable quarter to repurchase units.
On August 9, 2019, our board of managers amended and restated our unit repurchase program in order to amend the basis on which we will honor repurchase requests in the event repurchase requests exceed the existing limitations of the program. The amended and restated unit repurchase program took effect on September 30, 2019. Under the amended and restated unit repurchase program, if we cannot repurchase all units presented for repurchase in any quarter because of the limitations on repurchases set forth in the program, then we will honor repurchase requests in the following order of priority (unless our board of managers determines that we will not repurchase units in that quarter):
|
• |
first, we will repurchase units pursuant to repurchase requests made in connection with the death or disability of a unitholder (or on a pro rata basis among such requests if less than all of such death or disability requests can be satisfied); |
|
• |
second, we will repurchase units pursuant to any repurchase request that has been carried over from one or more previous quarterly periods where the value of the units that have not yet been repurchased pursuant to such request (with the value calculated as the number of units multiplied by the estimated net asset value per unit for units of that class, as most recently disclosed by us in a filing with the SEC) is less than $2,500 (or on a pro rata basis among such requests if less than all of such requests carried over from prior periods can be satisfied); and |
|
• |
third, we will repurchase units pursuant to all other repurchase requests on a pro rata basis. |
Unit repurchases are made on the last calendar day of the quarter at a price equal to the estimated net asset value per unit for each class of units, as most recently disclosed by us in a public filing with the SEC. Redemptions for the second quarter of 2022 were redeemed at a price equal to $7.049 per unit, which was the net asset value per unit of each class as of March 31, 2022.
Our board of managers has the right to amend, suspend or terminate the unit repurchase program to the extent that it determines that it is in our best interest to do so. We will promptly notify our unitholders of any changes to the unit repurchase program, including any amendment, suspension or termination of it in our periodic or current reports or by means of other notice. Moreover, the unit repurchase program will terminate on the date that our units are listed on a national securities exchange, are included for quotation in a national securities market or, in the sole determination of our board of managers, a secondary trading market for the units otherwise develops.
46
During the three months ended June 30, 2022, we fulfilled the following requests pursuant to our unit repurchase program:
Period |
|
Total Number of Units Purchased |
|
|
Average Price Paid Per Unit |
|
|
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs |
|
|
Maximum Number of Units that May Yet be Purchased Under the Program |
|
||||
04/01/2022 - 04/30/2022 |
|
|
253,864 |
|
|
$ |
7.123 |
|
|
|
253,864 |
|
|
|
892,446 |
|
05/01/2022 - 05/31/2022 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
892,446 |
|
06/01/2022 - 06/30/2022 |
|
|
244,765 |
|
|
$ |
7.049 |
|
|
|
244,765 |
|
|
|
892,446 |
|
Total |
|
|
498,629 |
|
|
$ |
7.123 |
|
|
|
498,629 |
|
|
|
|
|
During the three months ended June 30, 2022, we repurchased 498,629 units for a total of $3,525,644. In addition, as of June 30, 2022, there were repurchase requests for a total of 247,787 units that were pending which were processed by the Company during July 2022 at a price of $7.049 per unit. For the quarter ended June 30, 2022, eligible repurchase requests exceeded the limitations of our unit repurchase program described above and the requests were fulfilled on a pro rata basis, such that the Company repurchased approximately 499,000 units or 6.47% of eligible repurchase requests (based on the number of units submitted for repurchase), and approximately 3,062,000 units or 93.53% of eligible repurchase requests (based on the number of units submitted for repurchase) were not redeemed. Pursuant to the terms of our unit repurchase program, the unsatisfied portion of repurchase requests that were not fulfilled at quarter-end will be carried over to the next quarter and treated as a request for repurchase at the next quarter-end repurchase date, unless the repurchase request is withdrawn.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
47
Item 6. Exhibits.
Number |
|
Description |
|
|
|
3.1 |
|
|
|
|
|
3.2 |
|
|
|
|
|
4.1 |
|
|
|
|
|
4.2 |
|
|
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1* |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
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Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101) |
* |
Filed herewith |
48
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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TRILINC GLOBAL IMPACT FUND, LLC. |
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August 12, 2022 |
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By: |
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/s/ Gloria S. Nelund |
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Gloria S. Nelund |
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Chief Executive Officer |
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August 12, 2022 |
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By: |
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/s/ Mark A. Tipton |
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Mark A. Tipton |
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Chief Financial Officer |
49