Summary of Significant Accounting Policies |
6 Months Ended |
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Jun. 30, 2025 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies |
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The preparation of these consolidated financial statements is in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. The Company is an investment
company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.
Basis of Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of the Holding Company. All significant intercompany transactions and balances have been eliminated in consolidation. Use
of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities as of June 30, 2025, and the reported revenue generated and expenses incurred during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company applies fair value to substantially all of its financial instruments in accordance with ASC Topic 820 — Fair Value Measurements and
Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements, including the categorization of financial instruments into a three-level
hierarchy based on the transparency of valuation inputs. See Note 4 for further discussion regarding the fair value measurements and hierarchy.
ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. The Company believes that
the carrying amounts of its other financial instruments, such as cash and cash equivalents, receivables and payables approximate the fair value of such items due to the short maturity of such instruments.
Revenue Recognition
The Company’s revenue recognition policies are as follows:
Interest income: Interest income is recorded on the accrual basis to the extent that the Company expects to collect such amounts. Interest income is accrued based upon the
outstanding principal amount and contractual terms of debt investments. For the three and six months ended June 30, 2025, $9,068,456 and
$17,964,953, respectively, of interest income, excluding payment in kind (“PIK”) interest income, has been accrued as shown on the
Consolidated Statements of Operations. For the three and six months ended June 30, 2024, $10,101,803 and $20,950,519, respectively, of interest income, excluding PIK interest income, has been accrued as shown on the Statements of Operations. As of June 30,
2025 and December 31, 2024, $4,714,443 and $3,887,028
of interest income is receivable, respectively, as shown on the Consolidated Statements of Assets and Liabilities.
Payment in-kind income: The Company has certain investments in its portfolio that contain a PIK provision, which represents
contractual interest or dividends that are added to the principal balance and recorded as income. For loans and debt securities with contractual PIK, the Company generally will not accrue PIK interest for accounting purposes if the portfolio company
valuation indicates that such PIK interest is not collectible. To maintain its ability to take a dividend paid deduction, the Company may need to pay out PIK non-cash income amounts in the form of distributions, even though the Company has not yet
collected the cash. For the three and six months ended June 30, 2025, $882,140 and $1,933,464, respectively, of PIK income has been accrued as shown on the Consolidated Statements of Operations. For the three and six months ended June 30, 2024, $1,093,216 and $2,563,758, respectively, of
PIK income has been accrued as shown on the Consolidated Statements of Operations.
Non-accrual: Loans or preferred equity securities are placed on
non-accrual status when interest, PIK interest or dividend payments become 90 days or more past due, or when there is reasonable doubt
that principal, interest or dividends will be collected. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Any accrued interest
receivable in previous years will be written off and corresponding interest income will be reversed, as applicable. Subsequent interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon
management’s judgment. Non-accrual loans are restored to accrual status when past due principal, interest, PIK interest or dividends are paid, and, in management’s judgment are likely to remain current. Please refer to the Consolidated Schedule
of Investments for non-accrual status of investments as of June 30, 2025 and December 31, 2024. As of June 30, 2025 and December 31, 2024, four investments, SkyBell Technologies, Inc.,
Consolidated Machine & Tool Holdings, LLC, Masterworks Electronics, Inc., and Chicken Soup For The Soul, LLC are on non-accrual status. For the three and six months ended June 30, 2025, no interest receivable was reversed as a result. For the three and six months ended June 30, 2024, $355,625 and $452,655 of interest receivable was reversed, respectively.
Dividend income: Dividend income to be paid in-kind on equity securities is recorded on an accrual basis to the extent that
such amounts are payable by the portfolio company and are expected to be collected. Dividend income paid in cash is recorded on the date declared for portfolio companies. Each distribution received from limited liability company and limited
partnership interests is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the
investment. For the three and six months ended June 30, 2025 the Company received $368,738 as return of capital distribution from its
investment in Madryn Select Opportunities, LP and for the three and six months ended June 30,2024, the Company did not receive any
return of capital distributions from its investments. For the three and six months ended June 30, 2025, $467,432 and $688,739, respectively, of dividend income has been accrued as shown on the Consolidated Statements of Operations. For both the three and six months ended
June 30, 2024, $328,497 of dividend income had been accrued as shown on the Consolidated Statements of Operations. As of June 30, 2025
and December 31, 2024, all dividend income has been received.
Original Issue Discount: Discounts to par on portfolio securities are accreted into income over the tenor of the instrument.
Any remaining discount is accreted into income upon prepayment or redemption of the instrument and the Company then amortizes such amounts using the effective interest method as interest income over the life of the investment. The unamortized
discount as of June 30, 2025 and December 31, 2024, was $5,384,400 and $6,287,447, respectively. The amount of original issue discount amortized for the three and six months ended June 30, 2025 was $669,547 and $1,444,728, respectively, and is included in interest income on the
Consolidated Statements of Operations. The amount of original issue discount amortized for the three and six months ended June 30, 2024 was $637,202
and $940,978, respectively, and is included in interest income on the Consolidated Statements of Operations.
Amendment, waiver, and consent fees: In connection with modifying credit agreements with portfolio companies to provide
additional operating or borrowing flexibility, the Company may be entitled to amendment, waiver and consent fees to compensate for the potentially enhanced credit risk. Such fees will be recorded as income on the date earned and accrued to the extent
the fee is to be compensated in the form of additional principal balance. For the three and six months ended June 30, 2025, $79,728 and $167,434, respectively, of amendment fees had been earned and included in other income on the Consolidated Statements of Operations. For the three and six
months ended June 30, 2024, $18,026 and $34,798,
respectively, of amendment fees had been earned and included in other income on the Consolidated Statements of Operations.
Early repayment and termination fees: Upon the prepayment of a loan or debt security, any unamortized premium or discount or
loan origination fees are recorded as interest income. To the extent the Company receives early repayment fees in connection with pre-maturity loan agreement termination, such income will be recorded on the date of prepayment. The Company and its
Advisor generally do not structure transactions with a contractual exit fee to be collected upon loan repayment at maturity. For the three and six months ended June 30, 2025, $0 and $0, respectively, of early repayment and termination fees had been earned
and included in other income on the Consolidated Statements of Operations. For the three and six months ended June 30, 2024, the early repayment and termination fees were $17,790 and $124,945, respectively.
Gains and Losses: Investment transactions are recorded on a trade-date basis. Realized gains or losses on portfolio investments
are calculated based upon the difference between the net proceeds from the disposition and the amortized cost basis of the investment, without regard to unrealized gains or losses previously recognized. Realized gains and losses are recorded within
net realized gain (loss) on investments on the Consolidated Statements of Operations. Changes in the fair value of investments from the prior period, as approved by the Board based on fair value recommendations from the Advisor in accordance with the
Advisor’s valuation policy, are included within net change in unrealized gain (loss) on investments on the Consolidated Statements of Operations. For the three and six months ended June 30, 2025, the Company had $2,488,217 and $4,352,098, respectively, of
net realized gain (loss) on investments as represented on the Consolidated Statements of Operations. For the three and six months ended June 30, 2024, the Company had $2,034,517 and $2,034,517, respectively, of net realized gain (loss) on
investments as represented on the Consolidated Statements of Operations.
Distributions
Distributions to Stockholders are recorded on the applicable record date. The Company generally intends to make quarterly distributions to its Stockholders out of assets
legally available for distribution. All current income and realization proceeds will be retained by the Company and be available for re-investment. Distributions will be made to Stockholders at such times and in such amounts as determined by the
Company’s Board.
The Company has adopted an “opt out” dividend reinvestment plan (“DRP”) for Stockholders. When a distribution is declared, Stockholders’ cash distributions will
automatically be reinvested in additional shares of the Company’s common stock (“Common Stock”) unless a Stockholder specifically “opts out” of the Company’s DRP. Stockholders may opt out of the Company’s DRP by providing notice twenty (20) business days in advance of the distribution payment date.
If a Stockholder opts out, that Stockholder will receive cash distributions. Although distributions paid in the form of additional shares of Common Stock will generally
be subject to U.S. federal, state and local taxes in the same manner as cash distributions, Stockholders participating in the Company’s DRP will not receive any corresponding cash distributions with which to pay any such applicable taxes. If
distributions paid exceed tax earnings and profits, portions of the distribution can be recorded as a return of capital.
Earnings per Share
In accordance with the provisions of ASC Topic 260 – Earnings per Share, basic earnings per share is computed by dividing earnings available to common stockholders by
the weighted average number of shares outstanding during the period. The weighted average shares outstanding utilized in the calculation of earnings per share take into account share issues on the issuance date and the Company’s repurchases of its
Common Stock on the repurchase date. See Note 9 for additional information on the Company’s share activity. For the six months ended June 30, 2025 and for the year ended December 31, 2024, there were no potentially dilutive common shares issued.
Segments
In accordance with ASC Topic 280 — Segment Reporting, the Company has determined that it has a
reporting segment and operating unit structure.Cash
Cash is comprised of cash on deposit with major financial institutions. The Company places the majority of its cash with State Street Bank and Trust Company, a high
credit quality institution, to minimize credit risk exposure. The Company, at times, may have cash on deposit with major financial institutions that exceeds federally insured limits.
Cash Equivalents
Cash equivalents are highly liquid investments with a current maturity of three months or less at the date of acquisition, which may include temporary investments in
U.S. Treasury Bills (of varying maturities) or money market funds. There were no cash equivalents outstanding on the Company’s
Consolidated Statements of Assets and Liabilities as of June 30, 2025 and December 31, 2024.
Unamortized Deferred Financing Costs
Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. Deferred financing costs are capitalized
as incurred and amortized on a straight line basis to maturity of the Secured Credit Facility (as defined herein). For the three and six months ended June 30, 2025, the Company had $170,350 and $307,750, respectively, of expensed financing costs included in
interest and other financing fees on the Consolidated Statements of Operations. For the three and six months ended June 30, 2024, the Company had $144,398
and $284,919, respectively, of expensed financing costs included in interest and other financing fees on the Consolidated Statements of
Operations. As of June 30, 2025 and December 31, 2024, the Company had $1,845,836 and $2,169,211, respectively, of unamortized deferred financing costs as shown in deferred financing cost on the Consolidated Statements of Assets and Liabilities.
Offering Costs
Offering costs are expensed as incurred. These expenses consist primarily of legal fees and other costs incurred with Company’s share offerings, the preparation of the
Company’s registration statement, and registration fees. For the three and six months ended June 30, 2025, the Company incurred offering costs in the amount of $40,000 and $80,000, respectively, as shown as a component of the general and
administrative fees in the Consolidated Statements of Operations. For the three and six months ended June 30, 2024, the Company incurred offering costs in the amount of $49,727 and $99,454, respectively, as shown as a component of the general and
administrative fees in the Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, $0 and $37,000, respectively, of offering costs incurred were payable and included in other payables on the Consolidated Statement of Assets and Liabilities.
Custodian Fees
The Company has entered into a custody agreement with State Street Bank and Trust Company (the “Custodian”). For the three and six months ended June 30, 2025, the
Company incurred expenses for services provided by the Custodian of $12,008 and $21,008, respectively, which is included in professional fees on the Consolidated Statements of Operations. For the three and six months ended June 30, 2024, the Company incurred
expenses for services provided by the Custodian of $12,201 and $18,197, respectively, which is included in professional fees on the Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, $11,490 and $14,500, respectively, remained
payable, which is included in professional fees payable on the Consolidated Statements of Assets and Liabilities.
Income Taxes
On May 14, 2021, the Company elected to be regulated as a BDC under the 1940 Act. The Company also elected to be treated as a RIC under Subchapter M of the Code and
intends to qualify annually as a RIC. As long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its
Stockholders. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s Stockholders and will not be reflected in the consolidated financial statements of the Company.
To qualify as a RIC under Subchapter M of the Code, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In
addition, to qualify for RIC tax treatment, the Company must distribute to its Stockholders, for each taxable year, at least 90% of its
“investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S.
federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into
account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the
one-year period ending October 31 in that calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years and on which the Company paid no U.S. federal
income. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible
U.S. federal excise tax on this income. For the three and six months ended June 30, 2025 and 2024, the Company did not record any
excise tax expense on the Consolidated Statements of Operations.
The Company accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax
positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax
positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current period. It is the Company’s policy
to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. For the three months ended June 30, 2025, there was $165,000
in income tax expense and $1,760,115 in change in deferred taxes. For the six months ended June 30, 2025, there was $722,415 in income tax expense and $1,709,967
in change in deferred taxes. For the year ended December 31, 2024, the Company recorded a $6,094,196 deferred tax liability for the
unrealized appreciation of investments held in the Holding Company. The Company did not record any uncertain income tax positions for
the six months ended June 30, 2025 and for the year ended December 31, 2024 on the Consolidated Statements of Assets and Liabilities.
The aggregate amortized tax basis cost of investments included on the Consolidated Schedule of Investments as of June 30, 2025 and December 31, 2024 were $367,346,702 and $378,175,594, respectively.
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280), which
improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable
Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Company’s financial position or the results of its operations. The ASU 2023-07 is effective for public entities
for fiscal years beginning after December 15, 2023, and requires retrospective application for all prior periods presented within the financial statements.
Since its commencement, the Company operates and is managed as a single reportable segment deriving returns mainly in the form
of interest income, dividend income and other fees from the investments made in pursuit of its single stated investment objective. The accounting policies of the Company are consistent with those described in these Notes to Financial Statements.
The chief operating decision maker (“CODM”) is represented by the Company’s Chief Executive Officer and Chief Financial Officer. The CODM considers net investment income, leverage and increase or decrease in net assets resulting from operations in
deciding how to deploy capital and make distributions to shareholders. Detailed financial information for the Company is disclosed within these financial statements with total assets and liabilities disclosed on the Consolidated Statements of
Assets and Liabilities, investments held on the Consolidated Statements of Investments, results of operations and significant segment expenses on the Consolidated Statements of Operations and other information about the Company’s performance,
including total return, portfolio turnover and ratios within the Financial Highlights in Note 12.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes – Improvements to Income Tax Disclosures. This guidance
enhances the transparency and decision usefulness of income tax disclosures. The effective date for the amendments in ASU 2023-09 are for fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of this
guidance, however, the Company does not expect a material impact on its financial statements.
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