v3.26.1
Note 5 - Contingencies and Related Parties
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Contingencies and Related Parties Disclosure [Text Block]

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 March 31, 2027, 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.

 

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 did not accrue an incentive fee on capital gains for the three and six months ended June 30, 2026 and 2025 as no capital gains were recognized from the sale of investments and the applicable hurdle was not met during those periods. In the fourth quarter of 2022, our Advisor determined to voluntarily waive all incentive fees that may become due and payable to our Advisor for the year ended December 31, 2023. This is a waiver, rather than a deferral, and any amounts waived for 2023 will not be paid to our Advisor in the future.

 

Repurchase Agreement

 

On October 31, 2022, the Company entered into a transaction with an unrelated financial institution, whereby it sold a $5.0 million participation interest in one of its term loan positions and agreed to repurchase the participation 135 days after the transaction date at a price equal to the sum of the original sales price plus accrued interest calculated at a simple 10% annualized rate. On May 4, 2023, the Company's repurchase deadline was extended to October 2023. Subsequent amendments to the agreement, including a fourth extension through June 18, 2025, modified the terms such that the participation was no longer required to be recorded as an asset, nor the related repurchase obligation as a liability. Under the revised terms, the transaction was more appropriately deemed to be a put option requiring the Company to repurchase the participation at the option of the buyer at a future fixed price while the buyer was no longer obligated to sell the participation to the Company. Therefore, it was not recorded as a liability. As of June 18, 2025, upon the expiration of the most recent amendment, the fixed repurchase price of $2.9 million became a binding obligation due to the Company's guarantee to repurchase. Consequently, both the related asset and corresponding liability were recognized on June 18, 2025.

 

Related Party Transactions

 

For the six months ended June 30, 2026 and 2025, the Advisor earned $2,765,771 and $2,854,837, respectively, in asset management fees and $0 and $0, respectively, in incentive fees.                                                                                                As of June 30, 2026 and December 31, 2025, the Company had management fees payable on its Consolidated Statements of Assets and Liabilities in the amount of $1,989,007 and $1,378,235, respectively.         

 

On February 7, 2025, the Company sold a portion of its investment in TriLinc Peru S.A.C., for a sale price of $1.0 million to TriLinc Global Impact Fund II, Master, Ltd., an entity whose advisor is under common ownership with the Company’s Advisor. Following this sale, the Company no longer holds the majority participation interest in this investment. TriLinc Global Impact Fund II, Master, Ltd. became the majority participation interest holder. The Company recognized a realized loss of approximately $74,000 from the sale. As of  June 30, 2026, the investment represented approximately 0.5% of the Company's total portfolio.

 

As of  June 30, 2026 and December 31, 2025, amounts due from affiliates on the Consolidated Statements of Assets and Liabilities totaled $40,960 and $10,015, respectively, including interest payable of $451 and $49, respectively, accrued on such amounts. Amounts due from affiliates as of  June 30, 2026 and December 31, 2025 reflect the payments of certain operating expenses of an affiliate of the Advisor by the Company, which payment had not yet been reimbursed to the Company as of  June 30, 2026 and December 31, 2025, respectively.

 

As of  June 30, 2026 and December 31, 2025, amounts due to affiliates on the Consolidated Statements of Assets and Liabilities totaled $1,395,556 and $917,251, respectively, including interest payable of $31,835 and $14,853, respectively, accrued on such amounts. These balances reflect the Company's obligation to reimburse an affiliate of the Advisor for certain operating expenses of the Company that were initially paid by such affiliates.