UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

[X]

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

 

For the quarterly period ended December 31, 2017

 

OR

 

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

 

COMMISSION FILE NUMBER: 814-01054

 

CM FINANCE INC

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland	46-2883380
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

 

601 Lexington Avenue

26th Floor

New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

 

(212) 257-5199

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	[  ]	Accelerated filer	[X]
Non-accelerated filer	[  ] (do not check if a smaller reporting company)	Smaller reporting company	[  ]
		Emerging growth company	[X]

 

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 [X]

 

The number of shares of the issuer’s Common Stock, $0.001 par value, outstanding as of February 6, 2018 was 13,691,452.

 

CM FINANCE INC

 

TABLE OF CONTENTS

 

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of December 31, 2017 (unaudited) and June 30, 2017	3
	Consolidated Statements of Operations for the three and six months ended December 31, 2017 (unaudited) and December 31, 2016 (unaudited)	4
	Consolidated Statements of Changes in Net Assets for the six months ended December 31, 2017 (unaudited) and December 31, 2016 (unaudited)	5
	Consolidated Statements of Cash Flows for the six months ended December 31, 2017 (unaudited) and December 31, 2016 (unaudited)	6
	Consolidated Schedule of Investments as of December 31, 2017 (unaudited) and June 30, 2017	7
	Notes to Unaudited Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
SIGNATURES		43

 

CM Finance Inc and subsidiaries

Consolidated Statements of Assets and Liabilities

 

Assets		December 31, 2017 (Unaudited)				June 30, 2017
Non-controlled, non-affiliated investments, at fair value (amortized cost of $293,670,448 and $270,467,740, respectively)		$	286,531,168			$	254,907,171
Derivatives, at fair value (cost $0 and $0, respectively)			615,887				5,830,501
Cash			5,396,195				10,646,697
Cash, restricted			1,724,789				22,616,177
Interest receivable			4,340,841				1,627,774
Dividend receivable			189,583				—
Other receivables			179,819				—
Deferred offering costs			58,344				186,513
Prepaid expenses and other assets			48,594				219,045
Total Assets		$	299,085,220			$	296,033,878
Liabilities
Notes payable:
Term loan		$	102,000,000			$	102,000,000
Revolving credit facility			17,830,000				—
Deferred debt issuance costs			(2,344,525	)			(578,074	)
Notes payable, net			117,485,475				101,421,926
Base management fees payable			2,315,233				1,132,391
Income-based incentive fees payable			1,162,320				274,073
Derivatives, at fair value (cost $0 and $0, respectively)			615,887				5,830,501
Dividend payable			3,422,622				3,422,307
Payable for investments purchased			—				12,490,000
Deferred financing costs payable			2,071,167				620,500
Interest payable			283,367				205,027
Directors' fees payable			96,746				100,000
Accrued expenses and other liabilities			522,666				589,041
Total Liabilities			127,975,483				126,085,766
Commitments and Contingencies (Note 6)
Net Assets
Common stock, par value $0.001 per share (100,000,000 shares authorized, 13,690,480 and 13,689,221 shares issued and outstanding, respectively)			13,690				13,689
Additional paid-in capital			199,077,935				199,066,123
Accumulated net realized loss			(18,612,517	)			(11,231,827	)
Distributions in excess of net investment income			(2,481,050	)			(2,339,304	)
Net unrealized depreciation on investments			(6,888,321	)			(15,560,569	)
Total Net Assets			171,109,737				169,948,112
Total Liabilities and Net Assets		$	299,085,220			$	296,033,878
Net Asset Value Per Share		$	12.50			$	12.41

 

See notes to unaudited consolidated financial statements.

 

CM Finance Inc and subsidiaries

Consolidated Statements of Operations (Unaudited)

 

		For the three months ended December 31,								For the six months ended December 31,
Investment Income:		2017				2016				2017				2016
Interest income		$	7,538,152			$	8,792,597			$	13,964,204			$	16,160,979
Payment in-kind interest income			722,039				—				1,014,517				—
Payment in-kind dividend income			189,583				—				189,583				—
Other fee income			—				359,494				9,879				575,961
Total investment income			8,449,774				9,152,091				15,178,183				16,736,940
Expenses:
Interest expense			1,601,261				1,037,818				3,039,090				2,029,208
Base management fees			1,161,353				1,183,946				2,315,233				2,395,481
Income-based incentive fees			921,782				1,095,515				906,758				1,095,515
Professional fees			236,024				229,804				445,064				424,393
Allocation of administrative costs from advisor			184,561				148,710				311,790				416,952
Amortization of deferred debt issuance costs			179,514				364,195				304,716				728,391
Custodian and administrator fees			113,443				107,473				205,439				216,162
Directors’ fees			99,000				99,999				198,667				199,999
Insurance expense			85,225				92,651				170,451				185,211
Offering expense			—				—				186,513				—
Other expenses			180,482				123,210				391,158				406,055
Total expenses			4,762,645				4,483,321				8,474,879				8,097,367
Waiver of income-based incentive fees			—				(203,242	)			—				(203,242	)
Net expenses			4,762,645				4,280,079				8,474,879				7,894,125
Net Investment Income			3,687,129				4,872,012				6,703,304				8,842,815
Net realized and unrealized gain/(loss) on investments:
Net realized gain (loss) from investments			—				39,502				(7,380,690	)			(7,988,787	)
Net change in unrealized appreciation in value of investments			1,172,018				3,642,584				8,672,249				12,005,027
Net realized and unrealized gain on investments			1,172,018				3,682,086				1,291,559				4,016,240
Net increase in net assets resulting from operations		$	4,859,147			$	8,554,098			$	7,994,863			$	12,859,055
Basic and diluted:
Net investment income per share		$	0.27			$	0.36			$	0.49			$	0.64
Net increase in net assets resulting from operations per share		$	0.35			$	0.62			$	0.58			$	0.94
Weighted average shares of common stock outstanding			13,690,480				13,686,865				13,690,182				13,683,841
Distributions paid per common share		$	0.2500			$	0.3516			$	0.5000			$	0.7032

  

See notes to unaudited consolidated financial statements.

 

CM Finance Inc and subsidiaries

Consolidated Statements of Changes in Net Assets (Unaudited)

 

		For the six months ended December 31,
		2017				2016
Net assets at beginning of period		$	169,948,112			$	162,749,883
Increase (decrease) in net assets resulting from operations
Operations:
Net investment income			6,703,304				8,842,815
Net realized gain (loss) on investments			(7,380,690	)			(7,988,787	)
Net change in unrealized appreciation (depreciation) on investments			8,672,249				12,005,027
Net increase/(decrease) in net assets resulting from operations			7,994,863				12,859,055
Stockholder distributions
Distributions from net investment income			(6,845,051	)			(9,622,655	)
Distributions from net realized gains			—				—
Net decrease in net assets resulting from stockholder distributions			(6,845,051	)			(9,622,655	)
Capital transactions
Reinvestments of stockholder distributions			11,813				67,768
Net increase in net assets resulting from capital transactions			11,813				67,768
Total increase (decrease) in net assets			1,161,625				3,304,168
Net assets at end of period (including distributions in excess of net investment income of $(2,481,050) and $(2,515,849), respectively)		$	171,109,737			$	166,054,051

 

See notes to unaudited consolidated financial statements.

 

CM Finance Inc and subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

 

		For the six months ended December 31,
		2017				2016
Cash Flows from Operating Activities
Net increase (decrease) in net assets resulting from operations		$	7,994,863			$	12,859,055
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Origination and purchases of investments			(81,850,777	)			(48,982,799	)
Payment in-kind interest			(1,014,517	)			—
Payment in-kind dividends			(189,583	)			—
Sales and repayments of investments			54,842,377				81,125,266
Net realized loss (gain) on investments in securities			7,380,690				7,988,787
Net change in unrealized (appreciation) depreciation on investments			(8,672,249	)			(12,005,027	)
Amortization of discount/premium on investments			(2,119,937	)			(1,410,931	)
Amortization of deferred debt issuance costs			304,716				728,391
Net (increase) decrease in operating assets:
Cash, restricted			20,891,388				(9,768,655	)
Interest receivable			(2,713,068	)			367,273
Dividends receivable			(189,583	)			—
Other receivables			(179,819	)			—
Prepaid expenses and other assets			170,451				233,712
Net increase (decrease) in operating liabilities:
Payable for investments purchased			(12,490,000	)			1,136,250
Interest payable			78,340				86,424
Directors fees payable			(3,254	)			—
Accrued expenses and other liabilities			(66,375	)			(294,540	)
Base management fees payable			1,182,842				1,137,713
Income-based incentive fees payable			888,247				892,273
Net Cash Provided by (used in) Operating Activities			(15,755,248	)			34,093,192
Cash Flows from Financing Activities
Payment for deferred financing costs			(620,500	)			(258,542	)
Deferred offering costs			128,169				—
Distributions to shareholders			(6,832,923	)			(9,552,219	)
Proceeds from borrowing on revolving credit facility			45,090,000				18,532,649
Repayments of borrowing on revolving credit facility			(27,260,000	)			(34,678,329	)
Net Cash Provided by (used in) Financing Activities			10,504,746				(25,956,441	)
Net Change in Cash			(5,250,502	)			8,136,751
Cash
Beginning of period			10,646,697				18,433,066
End of period		$	5,396,195			$	26,569,817
Supplemental and non-cash financing cash flow information:
Cash paid for interest		$	2,960,751			$	1,942,784
Issuance of shares pursuant to Dividend Reinvestment Plan			11,813				67,768

 

See notes to unaudited consolidated financial statements.

 

CM Finance Inc and subsidiaries

Consolidated Schedule of Investments

(Unaudited)

December 31, 2017

 

Investments(1)	Industry	Interest Rate	Base Floor Rate	Maturity Date		Principal Amount/ Shares(2)			Amortized Cost			Fair Value			% of Net Assets
Non-Controlled/Non-Affiliates
Senior Secured First Lien Debt Investments
1888 Industrial Services, LLC - Revolver(3)(4)	Oilfield Services	3M L+5.00%	1.00%	9/30/2021		$	990,099		$	297,030		$	297,030		0.17%
1888 Industrial Services, LLC - Term A(3)	Oilfield Services	3M L+5.00%	1.00%	9/30/2021			4,950,495			4,950,495			4,950,495		2.89%
1888 Industrial Services, LLC - Term B(3)	Oilfield Services	3M L+8.00%	1.00%	9/30/2021			10,574,687			4,800,580			7,931,015		4.64%
American Gaming Systems Inc.(5)	Entertainment and Leisure	1M L+5.50%	1.00%	2/15/2024			20,503,484			20,463,310			20,503,484		11.98%
CareerBuilder, LLC(5)	Business Services	3M L+6.75%	1.00%	7/27/2023			17,775,000			17,271,300			17,241,750		10.08%
Dayton Superior Corporation(5)	Construction & Building	3M L+8.00%	1.00%	11/15/2021			9,900,000			9,659,884			8,712,000		5.09%
FPC Holdings, Inc.(5)	Trucking and Leasing	3M L+4.00%	1.25%	11/19/2019			9,586,590			8,775,648			9,490,724		5.55%
Immucor, Inc.(5)	Healthcare- Products/Services	1M L+5.00%	1.00%	6/15/2021			7,462,500			7,395,180			7,462,500		4.36%
Liberty Oilfield Services, LLC(5)	Oilfield Services	1M L+7.625%	1.00%	9/19/2022			9,975,000			9,785,440			9,775,500		5.71%
Medical Solutions L.L.C.(5)	Healthcare- Products/Services	1M L+4.25%	1.00%	6/14/2024			3,980,000			3,961,384			3,980,000		2.33%
Montreign Operating Company, LLC(5)	Entertainment and Leisure	1M L+8.25%	1.00%	1/24/2023			13,232,821			13,284,264			13,232,820		7.73%
PR Wireless, Inc.(4)(5)(6)	Telecommunications	3M L+5.25%	1.00%	6/27/2020			16,866,649			16,866,650			16,866,650		9.86%
Premiere Global Services, Inc.(5)(6)	Business Services	3M L+6.50%	1.00%	12/8/2021			11,052,158			10,451,103			10,831,115		6.33%
U.S. Well Services, LLC	Oilfield Services	1M L+11.00%	1.00%	2/2/2022			4,175,981			4,175,982			4,175,982		2.44%
U.S. Well Services, LLC - Revolver(4)	Oilfield Services	2 M L +6.00%	1.00%	2/2/2022			920,856			705,852			705,852		0.41%
Zinc Acquistion Holdings, LP(5)	Chemicals	3M L+10.00%	1.00%	9/24/2024			7,500,000			7,426,584			7,425,000		4.34%
Total Senior Secured First Lien Debt Investments							149,446,320			140,270,686			143,581,917		83.91%
Senior Secured Second Lien Debt Investments
AP NMT Acquisition BV(5)(7)(8)	Media	3M L+9.00%	1.00%	8/13/2022			20,000,000			19,090,839			19,000,000		11.11%
Bird Electric Enterprises, LLC - Revolver(4)	Utilities	Fixed 6.50%	—	6/14/2022			1,000,000			0			0		0.00%
Caelus Energy Alaska 03, LLC(5)	Oil and Gas	3M L+7.50%	1.25%	4/15/2020			26,000,000			24,579,463			22,880,000		13.37%
Intermedia Holdings, Inc.(5)	Business Services	3M L+9.50%	1.00%	2/1/2025			5,000,000			4,907,508			4,900,000		2.86%
International Wire Group, Inc.	Metals and Mining	Fixed 10.75%	—	8/1/2021			11,254,000			11,083,030			10,241,140		5.99%
Lionbridge Technologies, Inc.(5)	Business Services	1M L+9.75%	1.00%	2/28/2025			12,000,000			11,779,522			12,000,000		7.01%
Montrose Environmental Group, Inc.	Environmental Services	3M L+9.50%	—	9/30/2020			20,000,000			19,629,558			19,600,000		11.46%
Premiere Global Services, Inc.(5)	Business Services	3M L+9.50%	1.00%	6/6/2022			15,000,000			14,648,079			14,550,000		8.50%
TouchTunes Interactive Networks, Inc.(5)	Entertainment and Leisure	1M L+8.25%	1.00%	5/27/2022			7,000,000			6,975,141			7,000,000		4.09%
Trident USA Health Services, LLC - Tranche A	Healthcare- Products/Services	3M L+9.50%	1.25%	7/31/2020			2,426,201			2,421,914			307,400		0.18%
Trident USA Health Services, LLC - Tranche B	Healthcare- Products/Services	3M L+9.50%	1.25%	7/31/2020			19,452,085			19,417,716			10,243,468		5.99%
ZeroChaos Parent, LLC(5)	Business Services	2M L+8.25%	1.00%	10/31/2023			8,000,000			7,861,977			7,860,000		4.59%
Total Senior Secured Second Lien Debt Investments							147,132,286			142,394,747			128,582,008		75.15%

  

See notes to unaudited consolidated financial statements.

 

CM Finance Inc and subsidiaries

Consolidated Schedule of Investments

(Unaudited)

December 31, 2017

 

Investments(1)	Industry	Interest Rate	Base Floor Rate	Maturity Date		Principal Amount/ Shares(2)			Amortized Cost			Fair Value			% of Net Assets
Unsecured Debt Investments
Trident USA Health Services, LLC -  Holdco A Note	Healthcare- Products/Services	—	—	7/31/2020		$	2,426,201		$	0		$	823,695		0.48%
							2,426,201			0			823,695		0.48%
Equity, Warrants and Other Investments
1888 Industrial Services, LLC (Equity Interest)(3)(9)(10)	Oilfield Services						11,880			0			1		0.00%
Bird Electric Enterprises, LLC, Class C Preferred Units(11)	Utilities						10			7,518,750			8,500,000		4.97%
Endeavour International Holding B.V., $3.01 strike (Warrants)(8)(9)	Oil and Gas			4/30/2018			160,000			368,000			1		0.00%
PR Wireless, Inc., $0.01 strike (Warrants)(9)	Telecommunications			6/24/2027			201			1,374,009			0		0.00%
U.S. Well Services, LLC(9)(12)	Oilfield Services		Class A Units				2,519,434			1,221,256			4,207,455		2.46%
	Oilfield Services		Class B Units				920,856			0			313,091		0.18%
Zinc Acquisition Holdings, LP (Common Stock)(13)	Chemicals						523			523,000			523,000		0.31%
Total Equity, Warrants and Other Investments							3,612,904			11,005,015			13,543,548		7.92%
Total Non-Controlled/Non-Affiliates						$	302,617,711		$	293,670,448		$	286,531,168		167.46%
Liabilities in excess of other assets													(115,421,431	)	(67.46)%
Net Assets												$	171,109,737		100.00%

 

Investments(1)	Industry		Interest Rate	Maturity Date		Notional Amount				Amortized Cost				Fair Value				% of Net Assets
Derivatives
Assets
Embedded derivative—Notes Payable(9)(14)	Diversified Financial Services	Diversified Financial Services		12/5/2020		$	102,000,000			$	—			$	556,362				0.33%
Embedded derivative—Notes Payable(9)(14)	Diversified Financial Services	Diversified Financial Services		12/5/2019			50,000,000				—				59,525				0.03%
Total Assets							152,000,000				—				615,887				0.36%
Liabilities
Total Return Swap(9)(14)	Diversified Financial Services	Diversified Financial Services	1M L + 2.75%	12/5/2020			102,000,000				—				(556,362	)			(0.33)%
Total Return Swap(9)(14)	Diversified Financial Services	Diversified Financial Services	0.50%	12/5/2019			50,000,000				—				(59,525	)			(0.03)%
Total Liabilities							152,000,000				—				(615,887	)			(0.36)%
Total Derivatives						$	304,000,000			$	—			$	—				—

 

(1)

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

(2)

Principal amount includes capitalized PIK interest.

(3)

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

(4)

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

(5)

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

(6)

The amortized cost and fair value of PR Wireless, Inc. includes $461,619 related to the delayed draw on its delayed draw term loan.

(7)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. Non-qualifying assets represent 6.35% of total assets.

(8)

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

(9)

Securities are non-income producing.

(10)

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

(11)

CM Finance Inc’s investment in Bird Electric Enterprises, LLC, Class C Preferred Units is held through its wholly owned subsidiary, Bird Electric Blocker, LLC.

(12)

CM Finance Inc’s investments in U.S. Well Services, LLC Class A and Class B Units are held through its wholly owned subsidiary, U.S. Well Services Blocker, LLC.

(13)

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

(14)

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

 

1M L – 1 month LIBOR (1.56% as of December 31, 2017)

3M L – 3 month LIBOR (1.69% as of December 31, 2017)

PIK – Payment-In-Kind

 

See notes to unaudited consolidated financial statements.

 

CM Finance Inc and subsidiaries

Consolidated Schedule of Investments

June 30, 2017

 

Investments(1)	Industry	Interest Rate	Base Floor Rate	Maturity Date		Principal Amount/ Shares(2)			Amortized Cost			Fair Value			% of Net Assets
Non-Controlled/Non-Affiliates
Senior Secured First Lien Debt Investments
AAR Intermediate Holdings, LLC - Revolver(3)	Oilfield Services	3M L + 5.00%	1.00%	9/30/2021		$	198,020		$	198,020		$	198,020		0.12%
AAR Intermediate Holdings, LLC - Term A	Oilfield Services	3M L + 5.00%	1.00%	9/30/2021			4,950,495			4,950,495			4,950,495		2.91%
AAR Intermediate Holdings, LLC - Term B	Oilfield Services	3M L + 4.00% PIK	1.00%	9/30/2021			10,398,827			4,624,720			6,759,238		3.98%
American Gaming Systems, Inc.(4)	Entertainment and Leisure	3M L + 5.50%	1.00%	2/15/2024			18,000,000			17,955,003			17,955,000		10.56%
Dayton Superior Corporation(4)	Construction & Building	3M L + 8.00%	1.00%	11/15/2021			9,950,000			9,686,413			9,950,000		5.85%
FPC Holdings, Inc.(4)	Trucking and Leasing	3M L + 4.00%	1.25%	11/19/2019			9,586,590			8,588,755			9,203,126		5.41%
Immucor, Inc.(4)(5)	Healthcare- Products/Services	3M L + 5.00%	1.00%	6/15/2021			7,500,000			7,425,000			7,425,000		4.37%
Medical Solutions L.L.C.(4)	Healthcare- Products/Services	3M L + 4.25%	1.00%	6/14/2024			4,000,000			3,980,000			3,980,000		2.34%
Melissa & Doug, LLC(5)	Consumer Products	3M L + 4.50%	1.00%	6/19/2024			1,000,000			995,000			995,000		0.59%
Montreign Operating Company, LLC(4)(5)	Entertainment and Leisure	1M L + 8.25%	1.00%	1/24/2023			13,232,821			13,287,467			13,232,821		7.79%
PR Wireless, Inc.(6)	Telecommunications	3M L + 9.00%	1.00%	6/29/2020			16,490,000			15,522,048			15,500,600		9.12%
Premiere Global Services, Inc.(4)	Business Services	3M L + 6.50%	1.00%	12/8/2021			11,355,789			10,668,572			11,242,231		6.61%
Redbox Automated Retail, LLC(4)	Retail	3M L + 7.50%	1.00%	9/27/2021			7,437,500			7,241,540			7,437,500		4.38%
U.S. Well Services, LLC	Oilfield Services	1M L + 11.00%	1.00%	2/2/2022			3,969,450			3,969,450			3,969,450		2.34%
U.S. Well Services, LLC - Revolver(3)	Oilfield Services	1M L + 6.00%	1.00%	2/2/2022			507,514			507,514			507,514		0.30%
YRC Worldwide, Inc.(4)(7)	Trucking and Leasing	1M L + 7.50%	1.00%	2/13/2019			13,937,359			13,901,008			13,797,986		8.12%
Total Senior Secured First Lien Debt Investments							132,514,365			123,501,005			127,103,981		74.79%
Senior Secured Second Lien Debt Investments
AP NMT Acquisition BV(4)(7)(8)	Media	3M L + 9.00%	1.00%	8/13/2022			20,000,000			19,020,080			15,400,000		9.06%
Bird Electric Enterprises, LLC(9)(10)	Utilities	3M L + 14.00%, 3.00% PIK	1.00%	10/9/2020			15,037,500			14,809,248			7,518,750		4.43%
Caelus Energy Alaska 03, LLC(4)	Oil and Gas	3M L + 7.50%	1.25%	4/15/2020			26,000,000			24,147,353			22,100,000		13.00%
Intermedia Holdings, Inc.(4)	Business Services	3M L + 9.50%	1.00%	2/1/2025			5,000,000			4,903,645			4,900,000		2.88%
International Wire Group, Inc.(6)	Metals and Mining	10.75%	—	8/1/2021			11,254,000			11,064,076			11,057,055		6.51%
Lionbridge Technologies, Inc.(4)	Business Services	3M L + 9.75%	1.00%	2/28/2025			12,000,000			11,768,297			11,760,000		6.92%
Premiere Global Services, Inc.(4)	Business Services	3M L + 9.50%	1.00%	6/6/2022			15,000,000			14,622,459			14,700,000		8.65%
TNS, Inc.(6)	Telecommunications	1M L + 8.00%	1.00%	8/14/2020			15,092,924			15,095,599			15,092,924		8.88%
TouchTunes Interactive Networks, Inc.	Entertainment and Leisure	3M L + 8.25%	1.00%	5/27/2022			7,000,000			6,973,432			7,000,000		4.12%
Trident USA Health Services, LLC(4)	Healthcare- Products/Services	3M L + 9.50%	1.25%	7/31/2020			21,878,286			21,807,281			17,065,063		10.04%
Total Senior Secured Second Lien Debt Investments							148,262,710			144,211,470			126,593,792		74.49%

 

See notes to unaudited consolidated financial statements.

 

CM Finance Inc and subsidiaries

Consolidated Schedule of Investments (continued)

June 30, 2017

 

Investments(1)	Industry		Maturity Date		Principal Amount/ Shares(2)				Amortized Cost				Fair Value			% of Net Assets
Equity, Warrants and Other Investments(11)
AAR Intermediate Holdings, LLC (Equity Interest)	Oilfield Services				$	11,880			$	—			$	1			—
Endeavour International Holding B.V., $3.01 strike (Warrants)(7)	Oil and Gas		4/30/2018			160,000				160,000				80			—
PR Wireless, Inc., $0.01 strike (Warrants)	Telecommunications		6/24/2027			201				1,374,009				—			—
U.S. Well Services, LLC	Oilfield Services	Class A Units				2,519,434				1,221,256				1,129,744			0.66	%
		Class B Units				920,856				—				79,573			0.05	%
Total Equity, Warrants and Other Investments						3,612,371				2,755,265				1,209,398			0.71	%
Total Non-Controlled/Non-Affiliates					$	284,389,446			$	270,467,740			$	254,907,171			149.99	%
Liabilities in excess of other assets														(84,959,059	)		(49.99	)%
Net Assets													$	169,948,112			100.00	%

 

	Industry	Interest Rate	Maturity Date		Notional Amount				Amortized Cost				Fair Value				% of Net Assets
Derivatives
Assets
Embedded derivative - Notes Payable(12)	Diversified Financial Services		12/5/2019		$	102,000,000				—			$	5,830,501			3.43	%
Total Assets						102,000,000				—				5,830,501			3.43	%
Liabilities
Total Return Swap(11)(12)	Diversified Financial Services	1M L + 2.75%	12/5/2019			102,000,000				—				(5,830,501	)		(3.43	)%
Total Liabilities						102,000,000				—				(5,830,501	)		(3.43	)%
Total Derivatives					$	204,000,000			$	—			$	—			—

 

(1)

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

(2)

Principal amount includes capitalized PIK interest.

(3)

Refer to Note 6 for more detail on the unfunded commitment.

(4)

Held by the Company indirectly through CM Finance SPV Ltd. and pledged as collateral for the Total Return Swaps.

(5)

Security, or a portion thereof, unsettled as of June 30, 2017.

(6)

Held by the Company indirectly through CM Finance SPV LLC and pledged as collateral for the revolving credit facility held through Citibank, N.A.

(7)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. Non-qualifying assets represent 9.86% of total assets.

(8)

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

(9)

Classified as non-accrual asset.

(10)

Includes 2.00% default rate.

(11)

Securities are non-income producing.

(12)

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

 

1M L - 1 month LIBOR (1.22% as of June 30, 2017)

3M L - 3 month LIBOR (1.30% as of June 30, 2017)

 

PIK - Payment-In-Kind

 

See notes to unaudited consolidated financial statements.

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 1. Organization

 

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

 

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

 

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

 

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

 

The Company’s primary investment objective is to maximize total return to stockholders in the form of current income and capital appreciation by investing directly in debt and related equity of privately held middle-market companies to help these companies fund organic growth, acquisitions, market or product expansion, refinancings, and/or recapitalizations. The Company invests primarily in middle-market companies in the form of unitranche loans and standalone first and second lien loans. The Company may also invest in unsecured debt, bonds and in the equity of portfolio companies through warrants.

 

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

 

The Company consolidates the operations of its wholly owned subsidiaries, CM Finance SPV Ltd. (“SPV”) and CM Finance SPV LLC (“LLC”), which are special purpose vehicles used to finance certain investments.

 

The Company has formed certain additional taxable subsidiaries (collectively, the “Taxable Subsidiaries”), which are taxed as corporations for federal income tax purposes. At December 31, 2017, the Company had four Taxable Subsidiaries: CM Portfolio Companies LLC, Bird Electric Blocker, LLC, U.S. Well Services Blocker, LLC and Zinc Borrower Blocker, LLC. These Taxable Subsidiaries allow the Company to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements of a RIC under the Code.

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 2. Significant Accounting Policies

 

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

 

a. Basis of Presentation

 

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

 

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

 

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

 

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

 

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

 

Loans are placed on non-accrual status when principal or interest payments are past due 90 days or more or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment about ultimate collectability of principal. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. PIK interest is not accrued if we do not expect the issuer to be able to pay all principal and interest when due.

 

Dividend income is recorded on the ex-dividend date.

 

Origination, closing, commitment, and amendment fees, purchase and original issue discounts associated with loans to portfolio companies are accreted into interest income over the respective terms of the applicable loans. Accretion of discounts or premiums is calculated by the effective interest or straight-line method, as applicable, as of the purchase date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties are included in other fee income and unamortized fees and discounts are recorded as interest income and are non-recurring in nature. During the three and six months ended December 31, 2017, $1,218,231 and $1,240,123 of unamortized discounts upon prepayment were recorded as interest income, respectively. During the three and six months ended December 31, 2016, $2,104,998 and $2,393,949 of prepayment penalties and unamortized discounts upon prepayment were recorded as interest income, respectively.

 

Structuring fees and similar fees are recognized as income as earned, usually when received. Structuring fees, excess deal deposits, net profits interests and overriding royalty interests are included in other fee income. During the three and six months ended December 31, 2017, there was no structuring fee income. During the three and six months ended December 31, 2016, there was no structuring fee income.

 

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

 

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

 

The Company may hold debt investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision. PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is recorded on an accrual basis to the extent that such amounts are expected to be collected. PIK interest is not accrued if the Company does not expect the issuer to be able to pay all principal and interest when due. The Company earned PIK interest of $722,039 and $1,014,517 during the three and six months ended December 31, 2017, respectively. The Company earned no PIK interest during the three and six months ended December 31, 2016, respectively.

 

The Company may hold equity investments in its portfolio that contain a PIK dividend provision. PIK dividends, which represents contractual dividend payments added to the investment balance, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company earned PIK dividends of $189,583 and $189,583 during the three and six months ended December 31, 2017, respectively. The Company earned no PIK dividends during the three and six months ended December 31, 2016, respectively.

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 2. Significant Accounting Policies (Continued)

 

c. Paid In Capital

 

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

 

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

 

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

 

e. Distributions

 

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

 

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

 

f. Cash and Restricted Cash

 

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

 

g. Deferred Offering Costs

 

Deferred offering costs consist of fees and expenses incurred in connection with the offer and sale of the Company’s common stock and bonds, including legal, accounting, printing fees, and other related expenses, as well as costs incurred in connection with the filing of a shelf registration statement. Offering costs are charged to paid-in-capital upon the sale of the shares in an offering. Offering costs that have not yet been charged to paid-in capital are written off when it is no longer probable that the shares to which the offering costs relate will be issued in the future.

 

h. Investment Transactions and Expenses

 

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

 

Expenses are accrued as incurred.

 

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

 

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

 

i. Investment Valuation

 

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

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 2. Significant Accounting Policies (Continued)

 

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

 

Securities that are traded on securities exchanges (including such securities traded in the afterhour’s market) are valued on the basis of the closing price on the valuation date (if such prices are available). Securities that are traded on more than one securities exchange are valued at the closing price on the primary securities exchange on which such securities are traded on the valuation date (or if reported on the consolidated tape, then their last sales price on the consolidated tape). Listed options for which the last sales price falls between the last “bid” and “ask” prices for such options are valued at their last sales price on the date of the valuation on the primary securities exchange on which such options are traded. Options for which the last sales price on the valuation date does not fall between the last “bid” and “ask” prices are valued at the average of the last “bid” and “ask” prices for such options on that date. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. The Company did not hold any Level 1 investments as of December 31, 2017 or June 30, 2017.

 

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

 

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

 

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

 

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

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 2. Significant Accounting Policies (Continued)

 

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

 

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

 

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

 

j. Income Taxes

 

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

 

Book and tax basis differences that are permanent differences are reclassified among the Company’s capital accounts, as appropriate at year-end. Additionally, the tax character of distributions is determined in accordance with the Code, which differs from U.S. GAAP. During the three and six months ended December 31, 2017, the Company recorded distributions of $3.4 million and $6.8 million, respectively. During the three and six months ended December 31, 2016, the Company recorded distributions of $4.8 million and $9.6 million, respectively. The tax character of a portion of these distributions may be return of capital.

 

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

 

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

 

Permanent differences between investment company taxable income and net investment income for financial reporting purposes are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. During the year ended June 30, 2017, the Company reclassified for book purposes amounts arising from permanent book/tax differences related to the different tax treatment of paydown gains and losses, and income/(loss) from wholly owned subsidiaries as follows:

 

			As of June 30, 2017
Additional paid-in capital		$	(742,700	)
Distributions in excess of net investment income			165,192
Accumulated net realized gain (loss)			577,508

 

The tax character of all distributions paid by the Company during the year ended June 30, 2017 was ordinary income.

 

At June 30, 2017, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Statement of Assets and Liabilities by temporary and other book/tax differences, primarily relating to the tax treatment of dividends payable and non-deductible incentive fee income unvested, as follows:

 

		As of June 30, 2017
Undistributed net investment income		$	1,314,066
Accumulated capital gains (losses)			—
Capital loss carryover			(11,231,827	)
Unrealized appreciation (depreciation)			(17,062,588	)
Distributions payable			(3,422,307	)
Components of tax distributable earnings at year end		$	(30,402,656	)

 

In addition, as of June 30, 2017, the LLC recorded a deferred tax asset and a corresponding valuation allowance of approximately $557,059.

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 2. Significant Accounting Policies (Continued)

 

k. Capital Gains Incentive Fee

 

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

 

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

 

As of December 31, 2017 and June 30, 2017, there was no capital gains incentive fee payable to the Adviser under the Advisory Agreement.

 

Note 3. New Accounting Pronouncements

 

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

 

In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods therein. Early adoption is permitted. Management is currently evaluating the impact ASU 2016-15 will have on the Company’s consolidated financial statements and disclosures.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). In 2016, the FASB issued additional guidance which clarified, amended, and technically corrected prior guidance. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In May 2016, ASU 2016-12 amended ASU 2014-09 and deferred the effective period to annual periods beginning after December 15, 2017, and interim periods therein. Early adoption is permitted. Management is currently evaluating the impact these changes will have on the Company’s consolidated financial statements and disclosures.

 

Note 4. Investments

 

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

 

a. Certain Risk Factors

 

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

 

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

 

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

 

Credit risk is the potential loss the Company may incur from a failure of an issuer to make payments according to the terms of a contract. The Company is subject to credit risk because of its strategy of investing in the debt of leveraged companies and its involvement in derivative instruments. The Company’s exposure to credit risk on its investments is limited to the fair value of the investments. The Company’s TRS contracts are executed pursuant to an International Swaps and Derivatives Association (“ISDA”) master agreement (the “ISDA Agreement”) that the Company currently has in place with UBS. At December 31, 2017 and June 30, 2017, the Company had all of its counterparty credit risk associated with non-performance for swaps with UBS. With regard to derivatives, the Company attempts to limit its credit risk by considering its counterparty’s (or its guarantor’s) credit rating. The Company’s policy is to not hold counterparty collateral on ISDA Agreements, but would do so if the exposure were material.

 

b. Investments

 

Investment purchases, sales and principal payments/paydowns are summarized below for the three and six months ended December 31, 2017 and December 31, 2016, respectively. These purchase and sale amounts exclude derivative instruments.

 

		Three Months Ended December 31,								Six Months Ended December 31,
		2017				2016				2017				2016
Investment purchases, at cost (including PIK interest)		$	35,996,034			$	24,702,624			$	83,054,878			$	48,982,799
Investment sales and repayments			23,997,051				47,904,900				54,842,377				81,125,266

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 4. Investments (Continued)

 

The composition of the Company’s investments as of December 31, 2017, as a percentage of the total portfolio, at amortized cost and fair value, are as follows:

 

		Investment at Amortized Cost				Percentage				Investments at Fair Value				Percentage
Senior Secured First Lien Debt Investments		$	140,270,686				47.76	%		$	143,581,917				50.11	%
Senior Secured Second Lien Debt Investment			142,394,747				48.49				128,582,008				44.87
Unsecured Debt Investments			—				—				823,695				0.29
Equity, Warrants and Other Investments			11,005,015				3.75				13,543,548				4.73
Embedded derivative— Notes Payable			—				—				615,887				0.21
Total Return Swap			—				—				(615,887	)			(0.21	)
Total		$	293,670,448				100.00	%		$	286,531,168				100.00	%

  

The composition of the Company’s investments as of June 30, 2017, as a percentage of the total portfolio, at amortized cost and fair value, are as follows:

 

		Investment at Amortized Cost				Percentage				Investments at Fair Value				Percentage
Senior Secured First Lien Debt Investments		$	123,501,005				45.66	%		$	127,103,981				49.86	%
Senior Secured Second Lien Debt Investments			144,211,470				53.32				126,593,792				49.66
Equity, Warrants and Other Investments			2,755,265				1.02				1,209,398				0.48
Embedded derivative - Notes Payable			—				—				5,830,501				2.29
Total Return Swap			—				—				(5,830,501	)			(2.29	)
Total		$	270,467,740				100.00	%		$	254,907,171				100.00	%

 

The following table shows the portfolio composition by industry grouping at fair value at December 31, 2017:

 

		Investments at Fair Value				Percentage of Total Portfolio
Business Services		$	67,382,865				23.52	%
Entertainment and Leisure			40,736,304				14.22
Oilfield Services			32,356,421				11.29
Oil and Gas			22,880,001				7.99
Healthcare-Products/Services			22,817,063				7.96
Environmental Services			19,600,000				6.84
Media			19,000,000				6.63
Telecommunications			16,866,650				5.89
Metals and Mining			10,241,140				3.57
Trucking and Leasing			9,490,724				3.31
Construction & Building			8,712,000				3.04
Utilities			8,500,000				2.97
Chemicals			7,948,000				2.77
Total		$	286,531,168				100.00	%

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 4. Investments (Continued)

 

The following table shows the portfolio composition by industry grouping at fair value at June 30, 2017:

 

		Investments at Fair Value					Percentage of Total Portfolio
Business Services		$	42,602,231				16.71	%
Entertainment and Leisure			38,187,821				14.98
Telecommunications			30,593,524				12.00
Healthcare-Products/Services			28,470,063				11.17
Trucking and Leasing			23,001,112				9.02
Oil and Gas			22,100,080				8.67
Oilfield Services			17,594,035				6.90
Media			15,400,000				6.04
Metals and Mining			11,057,055				4.34
Construction & Building			9,950,000				3.91
Utilities			7,518,750				2.95
Retail			7,437,500				2.92
Consumer Products			995,000				0.39
Total		$	254,907,171				100.00	%

 

The following table shows the portfolio composition by geographic grouping at fair value at December 31, 2017:

 

		Fair Value				Percentage of Total Investments
U.S. West		$	77,770,541				27.14	%
U.S. Southeast			57,658,265				20.12
U.S. Northeast			50,333,961				17.57
U.S. Southwest			39,396,588				13.75
U.S. Midwest			30,997,250				10.82
Europe			19,000,000				6.63
U.S. Mid-Atlantic			11,374,563				3.97
Total		$	286,531,168				100.00	%

 

The following table shows the portfolio composition by geographic grouping at fair value at June 30, 2017:

 

		Fair Value				Percentage Total Portfolio
U.S. West		$	56,376,504				22.12	%
U.S. Southeast			48,867,831				19.17
U.S. Northeast			44,044,876				17.28
U.S. Southwest			32,844,487				12.88
U.S. Mid-Atlantic			32,157,987				12.62
U.S. Midwest			25,215,486				9.89
Europe			15,400,000				6.04
Total		$	254,907,171				100.00	%

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 4. Investments (Continued)

 

The Company’s primary investment objective is to maximize total return to stockholders in the form of current income and capital appreciation by investing directly in debt and related equity of privately held middle-market companies to help these companies fund organic growth, acquisitions, market product expansion, refinancings and/or recapitalizations. During the six months ended December 31, 2017, the Company made investments in five new portfolio companies of approximately $62.7 million to which it was not previously contractually committed to provide financial support. During the six months ended December 31, 2017, the Company did not make investments in companies to which it was previously committed to provide financial support. The details of the Company’s investments have been disclosed on the Unaudited Consolidated Schedule of Investments.

 

c. Derivatives

 

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

 

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

 

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

 

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

 

The following table reflects the fair value and notional amount or number of contracts of the Company’s derivative contracts, none of which were designated as hedging instruments under U.S. GAAP, which are presented on a gross basis, at December 31, 2017.

 

		Assets				Liabilities				Notional				Contracts
Credit Risk:
Total Return Swaps		$	—			$	615,887			$	152,000,000				2
Embedded derivatives:
Notes Payable			615,887				—				152,000,000				2
Gross fair value of derivative contracts		$	615,887			$	615,887
Counterparty netting			—				—
Net fair value of derivative contracts		$	615,887			$	615,887
Collateral not offset			—				—
Net amount		$	615,887			$	615,887

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 4. Investments (Continued)

 

The following table reflects the fair value and notional amount or number of contracts of the Company’s derivative contracts, none of which were designated as hedging instruments under U.S. GAAP, which are presented on a gross basis, at June 30, 2017.

 

		Assets				Liabilities				Notional				Contracts
Credit Risk:
Total Return Swaps		$	—			$	5,830,501			$	102,000,000				1
Embedded derivatives:
Notes Payable			5,830,501				—				102,000,000				1
Gross fair value of derivative contracts		$	5,830,501			$	5,830,501
Counterparty netting			—				—
Net fair value of derivative contracts		$	5,830,501			$	5,830,501
Collateral not offset			—				—
Net amount		$	5,830,501			$	5,830,501

 

The following table reflects the amount of gains (losses) on derivatives included in the Unaudited Consolidated Statements of Operations for the three and six months ended December 31, 2017 and December 31, 2016, respectively. None of the derivatives were designated as hedging instruments under U.S. GAAP.

 

		Included in net change in unrealized appreciation (depreciation) on investments and derivatives
		Three Months Ended December 31,								Six Months Ended December 31,
		2017				2016				2017				2016
Investment purchases, at cost (including PIK interest)		$	5,934,561			$	2,375,799			$	5,214,614			$	2,588,326
Investment sales and repayments			(5,934,561	)			(2,375,799	)			(5,214,614	)			2,588,326
Total		$	—			$	—			$	—			$	—

 

d. Fair Value Measurements

 

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

 

Level 1 – valuation is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 – valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as (a) quoted prices for similar assets or liabilities in active markets; (b) quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly; (c) inputs other than quoted prices that are observable for the asset or liability; or (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

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

 

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

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 4. Investments (Continued)

 

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

 

The following table summarizes the classifications within the fair value hierarchy of the Company’s assets and liabilities measured at fair value as of December 31, 2017:

 

		Level 1				Level 2				Level 3				Total
Assets
Investments
Senior Secured First Lien Debt Investments		$	—			$	—			$	143,581,917			$	143,581,917
Senior Secured Second Lien Debt Investments			—				—				128,582,008				128,582,008
Unsecured Debt Investment			—				—				823,695				823,695
Equity, Warrants and Other Investments			—				—				13,543,548				13,543,548
Total Investments			—				—				286,531,168				286,531,168
Derivatives
Embedded Derivative Notes Payable			—				—				615,887				615,887
Total Derivatives			—				—				615,887				615,887
Total Assets		$	—			$	—			$	287,147,055			$	287,147,055
Liabilities
Derivatives
Total Return Swaps		$	—			$	—			$	615,887			$	615,887
Total Derivatives			—				—				615,887				615,887
Total Liabilities		$	—			$	—			$	615,887			$	615,887

 

The following table summarizes the classifications within the fair value hierarchy of the Company’s assets and liabilities measured at fair value as of June 30, 2017:

 

		Level 1				Level 2				Level 3				Total
Assets
Investments
Senior Secured First Lien Debt Investments		$	—			$	—			$	127,103,981			$	127,103,981
Senior Secured Second Lien Debt Investments			—				—				126,593,792				126,593,792
Equity, Warrants and Other Investments			—				—				1,209,398				1,209,398
Total Investments			—				—				254,907,171				254,907,171
Derivatives
Embedded derivative Notes Payable			—				—				5,830,501				5,830,501
Total Derivatives			—				—				5,830,501				5,830,501
Total Assets		$	—			$	—			$	260,737,672			$	260,737,672
Liabilities
Derivatives
Total Return Swaps		$	—			$	—			$	5,830,501			$	5,830,501
Total Derivatives			—				—				5,830,501				5,830,501
Total Liabilities		$	—			$	—			$	5,830,501			$	5,830,501

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 4. Investments (Continued)

 

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended December 31, 2017:

 

		Senior Secured First Lien Debt Investments				Senior Secured Second Lien Debt Investments				Unsecured Debt Investment				Equity, Warrants and Other Investments				Total Investments
Balance as of June 30, 2017		$	127,103,981			$	126,593,792			$	-			$	1,209,398			$	254,907,171
Purchases (including PIK interest)			55,071,877				27,460,000				-				523,000				83,054,877
Sales			(39,749,453	)			(15,092,924	)			-				-				(54,842,377	)
Amortization			1,520,813				599,125				-				-				2,119,938
Net realized gains (losses)			(69,579	)			(7,311,111	)			-				-				(7,380,690	)
Transfers in			-				-				-				7,518,750				7,518,750
Transfers out			-				(7,518,750	)			-				-				(7,518,750	)
Net change in unrealized (depreciation) appreciation			(295,722	)			3,851,876				823,695				4,292,400				8,672,249
Balance as of December 31, 2017		$	143,581,917			$	128,582,008			$	823,695			$	13,543,548			$	286,531,168
Change in unrealized gains (losses) relating to assets and liabilities still held as of December 31, 2017		$	(99,761	)		$	(8,230,453	)		$	823,695			$	4,292,399			$	(3,214,120	)

  

		Total Return Swaps				Embedded derivatives- Notes Payable				Total Derivatives
Balance as of June 30, 2017		$	(5,830,501	)		$	5,830,501			$	—
Net change in unrealized (depreciation) appreciation			5,214,614				(5,214,614	)			—
Balance as of December 31, 2017		$	(615,887	)		$	615,887			$	—
Change in unrealized gains (losses) relating to assets and liabilities still held as of December 31, 2017		$	5,214,614			$	5,214,614			$	—

 

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended December 31, 2016:

 

		Senior Secured First Lien Debt Investments				Senior Secured Second Lien Debt Investments				Equity, Warrants and Other Investments				Total Investments
Balance as of June 30, 2016		$	157,088,252			$	114,871,040			$	154,872			$	272,114,164
Purchases (including PIK interest)			44,182,799				4,800,000				—				48,982,799
Sales			(62,970,243	)			(18,000,000	)			(155,023)				(81,125,266	)
Amortization			1,094,689				316,242				—				1,410,931
Net realized gains (losses)			(6,737,729	)			—				(1,251,058	)			(7,988,787	)
Transfers in			—				—				—				—
Transfers out			—				—				—				—
Net change in unrealized (depreciation) appreciation			7,798,232				2,955,584				1,251,211				12,005,027
Balance as of December 31, 2016		$	140,456,000			$	104,942,866			$	2			$	245,398,868
Change in unrealized gains (losses) relating to assets and liabilities still held as of December 31, 2016		$	813,392			$	2,944,421			$	1			$	3,757,814

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 4. Investments (Continued)

 

		Total Return Swaps				Embedded derivatives - Notes Payable				Total Derivatives
Balance as of June 30, 2016		$	(9,071,659	)		$	9,071,659			$	—
Net change in unrealized (depreciation) appreciation			2,588,326				(2,588,326	)			—
Balance as of December 31, 2016		$	(6,483,333	)		$	6,483,333			$	—
Change in unrealized gains (losses) relating to assets and liabilities still held as of December 31, 2016		$	2,588,326			$	(2,588,326	)		$	—

 

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

 

During the six months ended December 31, 2017 and December 31, 2016, the Company did not transfer any investments among Levels 1, 2 and 3.

 

The following tables present the ranges of significant unobservable inputs used to value the Company’s Level 3 investments as of December 31, 2017 and June 30, 2017. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. For example, the highest market yield presented in the table for senior secured notes is appropriate for valuing a specific investment but may not be appropriate for valuing any other investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 investments.

 

Fair Value as of December 31, 2017

Valuation Methodology

Unobservable Input(s)

Weighted Average

Range

Senior Secured First Lien Debt Investments

$

130,349,097

Yield Analysis

Market Yields

9.3

%

5.2% - 18.2

%

Senior Secured First Lien Debt Investments

13,232,820

Broker Quoted

Market Comparable

101.5

%

101.3% - 101.8

%

Senior Secured Second Lien Debt Investments

120,722,008

Yield Analysis

Market Yields

15.1

%

9.5% - 49.1

%

Senior Secured Second Lien Debt Investments

7,860,000

Recent Purchase

Recent Purchase

N/A

N/A

Equity, Warrants and Other Investments

14,367,243

EV Multiple

EBITDA multiple

1.79

x

1.00x - 2.50

x

Total Return Swaps

(615,887

)

Intrinsic Value

Intrinsic Value

N/A

N/A

Embedded Derivatives - Notes Payable

615,887

Intrinsic Value

Intrinsic Value

N/A

N/A

 

Fair Value as of June 30, 2017

Valuation Methodology

Unobservable Input(s)

Weighted Average

Range

Senior Secured First Lien Debt Investments

$

83,516,160

Yield Analysis

Market Yields

9.7

%

5.2%-17.8

%

Senior Secured First Lien Debt Investments

43,587,821

Recent Purchase

Recent Purchase

N/A

N/A

Senior Secured Second Lien Debt Investments

108,536,737

Yield Analysis

Market Yields

14.6

%

7.4%-33.8

%

Senior Secured Second Lien Debt Investments

18,057,055

Recent Purchase

Recent Purchase

N/A

N/A

Equity, Warrants and Other Investments

1,209,398

EV Multiple

Revenue

2.0

x

2.0

x

Total Return Swaps

(5,830,501

)

Intrinsic Value

Intrinsic Value

N/A

N/A

Embedded derivatives—Note Payable

5,830,501

Intrinsic Value

Intrinsic Value

N/A

N/A

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 4. Investments (Continued)

 

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

 

Note 5. Notes Payable

 

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

 

Borrowings under the Citi Revolving Financing generally bore interest at a rate per annum equal to London Interbank Offered Rate (“LIBOR”) plus 4.85%. The default interest rate was equal to the interest rate then in effect plus 2.00%. The Citi Revolving Financing required the payment of an unused fee of 2.85% annually for any undrawn amounts below 75% of the Citi Revolving Financing, and 0.75% annually for any undrawn amounts above 75% of the Citi Revolving Financing. Borrowings under the Citi Revolving Financing were based on a borrowing base. The Citi Revolving Financing generally required payment of interest on a quarterly basis and all outstanding principal was due upon maturity. The Citi Revolving Financing also required mandatory prepayment of interest and principal upon certain events. As of December 31, 2017, there were no borrowings outstanding under the Citi Revolving Financing.

 

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

 

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

 

On December 4, 2013, as amended on September 26, 2014 and July 17, 2015, the Company, through SPV, entered into a $50.0 million revolving financing (the “2013 UBS Revolving Financing”), which expired in accordance with its terms on December 5, 2016. From December 4, 2013 through September 24, 2014, the 2013 UBS Revolving Financing bore interest at a fixed rate of 2.10% per annum on drawn amounts and 0.50% per annum on any undrawn portion. From September 26, 2014 through December 5, 2016, the 2013 UBS Revolving Financing bore interest at a fixed rate of 2.00% on drawn amounts and 0.50% per annum on any undrawn portion. As of December 31, 2017 and June 30, 2017, there were no borrowings outstanding under the 2013 UBS Revolving Financing.

 

The initial financing transaction with UBS was initially executed in four steps:

 

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

 

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

 

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

 

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

 

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

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 5. Notes Payable (Continued)

 

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

 

The fair value of the Company’s Notes Payable is estimated based on the rate at which similar facilities would be priced. At December 31, 2017 and June 30, 2017, the fair value of the Notes Payable was estimated at $119.8 million and $102.0 million, respectively, which the Company concluded was a Level 3 fair value.

 

Cash, restricted (as shown on the Unaudited Consolidated Statements of Assets and Liabilities) is held by the trustee of the Term Financing and the 2017 UBS Revolving Financing, and the Citi Revolving Financing up until its expiration and is restricted to purchases of investments by SPV and LLC that must meet certain eligibility criteria identified by the Indenture. As of December 31, 2017, SPV and LLC had aggregate assets of $235.1 million, which included $230.3 million of the Company’s portfolio investments at fair value, $3.1 million of accrued interest receivable and $1.7 million in cash held by the trustees of the Term Financing and the 2017 UBS Revolving Financing (together, the “UBS Financing Facility”, and with the Citi Revolving Financing, the “Financing Facilities”). As of June 30, 2017, SPV and LLC had assets of $203.4 million, which included $180.1 million of the Company’s portfolio investments at fair value, $1.0 million of accrued interest receivable and $22.3 million in cash held by the trustee of the Term Financing. For the three and six months ended December 31, 2017, the weighted average outstanding debt balance and the weighted average stated interest rate under the Financing Facilities was $122.3 million and 4.35%, respectively, and $118.6 million and 4.28%, respectively. For the three and six months ended December 31, 2016, the weighted average outstanding debt balance and the weighted average stated interest rate under the Financing Facilities was $114.1 million and 3.61%, respectively, and $118.9 million and 3.39%, respectively.

 

Note 6. Indemnification, Guarantees, Commitments and Contingencies

 

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

 

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

 

Declared

Ex-Date

Record Date

Pay Date

Amount

Fiscal Quarter

August 24, 2017

September 7, 2017

September 8, 2017

October 5, 2017

$

0.2500

1st 2018

November 7, 2017

December 14, 2017

December 15, 2017

January 4, 2018

$

0.2500

2nd 2018

February 6, 2018

March 14, 2018

March 15, 2018

April 5, 2018

$

0.2500

3rd 2018

 

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

 

The following table details the unfunded commitments as of December 31, 2017:

 

Investments		Unfunded Commitment				Annual Non-use Fee					Expiration Date
1888 Industrial Services, LLC		$	693,069				0.50	%			9/30/21
Bird Electric Enterprises LLC			1,000,000				6.00				6/14/22
PR Wireless, Inc.			1,846,478				0.35				6/27/19
U.S. Well Services, LLC			215,004				0.00				1/31/22
Total Unfunded Commitments		$	3,754,551

 

The following table details the Company’s unfunded commitments as of June 30, 2017:

 

Investments		Unfunded Commitment				Annual Non-use Fee				Expiration Date
AAR Intermediate Holdings, LLC		$	792,079				0.50	%			9/30/21
U.S. Well Services, LLC			413,342				0.00				1/31/22
Total Unfunded Commitments		$	1,205,421

 

Note 7. Agreements and Related Party Transactions

 

Related Party Transactions

 

In connection with the Offering, the Adviser paid $3.45 million or 50.0% of the total underwriting costs and offering costs in excess of the $1.2 million paid by Company.

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 7. Agreements and Related Party Transactions (Continued)

 

Investment Advisory Agreement

 

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

 

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

 

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

 

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

 

For the three and six months ended December 31, 2017, $1,161,353 and $2,315,233 in base management fees were earned by the Adviser, of which $2,315,233 was payable at December 31, 2017. For the three and six months ended December 31, 2016, $1,183,946 and $2,395,481 in base management fees were earned by the Adviser, of which $2,395,481 was payable at December 31, 2016.

 

For the three and six months ended December 31, 2017, the Company incurred $921,782 and $906,758, respectively, of incentive fees related to pre-incentive fee net investment income of which $0 and $0 was waived, respectively. As of December 31, 2017, $1,162,320 of such incentive fees are currently payable to the Adviser and $414,939 of pre-incentive fees incurred by the Company were generated from deferred interest (i.e. PIK and certain discount accretion) and are not payable until such amounts are received in cash. For the three and six months ended December 31, 2016, the Company incurred $1,095,515 and $1,095,515, respectively, of incentive fees related to pre-incentive fee net investment income of which $203,242 and $203,242 was waived, respectively. As of December 31, 2016, $904,951 of such incentive fees are currently payable to the Adviser and $262,862 of pre-incentive fees incurred by the Company were generated from deferred interest (i.e. PIK and certain discount accretion) and are not payable until such amounts are received in cash.

 

The capital gains incentive fee consists of fees related to both realized gains, realized capital losses and unrealized capital depreciation. As of December 31, 2017, there was no capital gains incentive fee accrued, earned or payable to the Adviser under the Advisory Agreement. As of June 30, 2017, there was no capital gains incentive fee accrued, earned or payable to the Adviser under the Advisory Agreement.

 

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

 

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

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 7. Agreements and Related Party Transactions (Continued)

 

Prior to the Company’s election to be regulated as a BDC on February 5, 2014, no management or incentive fees were due and payable.

 

Administration Agreement

 

The Company entered into an administration agreement with the Adviser (the “Administration Agreement”) pursuant to which the Adviser furnishes the Company with office facilities and equipment and will provide the Company with the clerical, bookkeeping, recordkeeping and other administrative services necessary to conduct day-to-day operations. Under the Administration Agreement, the Adviser performs, or oversees the performance of the Company’s required administrative services, which includes, among other things, being responsible for the financial records which it is required to maintain and preparing reports to its stockholders and reports filed with the SEC. In addition, the Adviser assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports and other materials to its stockholders, and generally oversees the payment of its expenses and the performance of administrative and professional services rendered to it by others. Under the Administration Agreement, the Adviser also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted its offer to provide such assistance. The Adviser has also retained the services of accounting and back office professionals on an as needed basis through a services agreement with the Cyrus Capital Partners, L.P. to assist the Adviser in fulfilling certain of its obligations to the Company under the Administration Agreement. The Company incurred costs of $184,561 and $311,790 under the Administration Agreement for the three and six months ended December 31, 2017, respectively. The Company incurred costs of $148,710 and $416,952 under the Administration Agreement for the three and six months ended December 31, 2016, respectively.

 

As of December 31, 2017 and June 30, 2017, the Company recorded $35,033 and $85,000, respectively, in accrued expenses and other liabilities on its Unaudited Consolidated Statements of Assets and Liabilities for reimbursement of expenses owed to the Adviser under the Administration Agreement.

 

License Agreement

 

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

 

Stifel Arrangement

 

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

 

Four of the investment professionals employed by the Adviser as part of its investment team are also employees of Stifel, Nicolaus & Company, Incorporated or its affiliates and are members of the Adviser’s investment committee designated by Stifel. Although these four investment professionals dedicate substantially all of their time to the business and activities of the Adviser, they are dual employees of both Stifel, Nicolaus & Company, Incorporated or its affiliates and the Adviser, and a member of the Adviser’s investment committee is an employee of Stifel, Nicolaus & Company, Incorporated or its affiliates and as a result, may continue to engage in investment advisory activities for Stifel, Nicolaus & Company, Incorporated or its affiliates. As of December 31, 2017, Stifel owned approximately 16.0% of the Company’s outstanding common stock, and also holds a 20.0% interest in the Adviser.

 

Note 8. Directors’ Fees

 

Each of the Company’s four independent directors receives (i) an annual fee of $75,000, and (ii) $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending in person or telephonically each regular board of directors meeting and each special telephonic meeting. The Company’s independent directors also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee meeting attended in person and each telephonic committee meeting. The chairman of the audit committee receives an annual fee of $7,500. The chairperson of the valuation committee, the nominating and corporate governance committee and the compensation committee receives an annual fee of $2,500, $2,500 and $2,500, respectively. The Company has obtained directors’ and officers’ liability insurance on behalf of the Company’s directors and officers. Independent directors have the option of having their directors’ fees paid in shares of the Company’s common stock issued at a price per share equal to the greater of net asset value or the market price at the time of payment. For three and six months ended December 31, 2017, the Company recorded directors’ fees of $99,000 and $198,667, of which $96,746 were payable at December 31, 2017. For three and six months ended December 31, 2016, the Company recorded directors’ fees of $99,999 and $199,999, of which none were payable at December 31, 2016.

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

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

 

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

 

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

 

		Basic and Diluted Net Increase (Decrease) in Net Assets Per Share
		Three Months Ended December 31,								Six Months Ended December 31,
		2017				2016				2017				2016
Net increase (decrease) in net assets resulting from operations		$	4,859,147			$	8,554,098			$	7,994,863			$	12,859,055
Weighted average shares of common stock outstanding			13,690,480				13,686,865				13,690,182				13,683,841
Basic/diluted net increase (decrease) in net assets from operations per share		$	0.35			$	0.62			$	0.58			$	0.94

 

Note 10. Distributions

 

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

 

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

 

*

Special distribution

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 10. Distributions (Continued)

 

The following table reflects the sources of the cash distributions that the Company has paid on its common stock during the six months ended December 31, 2017 and December 31, 2016:

 

		Six months ended December 31,
		2017								2016
		Distribution Amount				Percentage				Distribution Amount				Percentage
Ordinary income and short-term capital gains		$	6,845,051				100	%		$	9,622,655				100	%
Long-term capital gains			—				—				—				—
Total		$	6,845,051				100	%		$	9,622,655				100	%

 

Note 11. Share Transactions

 

The following table summarizes the total shares issued for the six months ended December 31, 2017 and December 31, 2016.

 

		Six months ended December 31,
		2017								2016
		Shares				Amount				Shares				Amount
Balance at beginning of period			13,689,221			$	200,568,530				13,679,686			$	200,482,695
Reinvestments of shareholder distributions			1,259				11,813				7,594				67,768
Balance at end of period			13,690,480			$	200,580,343				13,687,280			$	200,550,463

 

Note 12. Financial Highlights

 

The following represents the per share data and the ratios to average net assets for CM Finance Inc:

 

	Six months ended December 31, 2017				Six months ended December 31, 2016
Per Share Data:(1)
Net asset value, beginning of period	$	12.41			$	11.90
Net investment income	0.49					0.64
Net realized and unrealized gains (losses)	0.10					0.29
Net increase in net assets resulting from operations	0.59					0.93
Capital transactions(2)
Dividends from net investment income	(0.50		)			(0.70	)
Distributions from net realized gains	—					—
Net decrease in net assets resulting from capital transactions	(0.50		)			(0.70	)
Net asset value, end of period	$	12.50			$	12.13
Market value per share, end of period	$	8.15			$	9.30
Total return based on market value(3)(4)	(13.65		)%			13.09	%
Shares outstanding at end of period	13,690,480					13,687,280
Ratio/Supplemental Data:
Net assets, at end of period	$	171,109,737			$	166,054,051
Ratio of total expenses to average net assets(5)	9.88		%			9.81	%
Ratio of net expenses to average net assets(5)	9.88		%			9.57	%
Ratio of interest expense and fees and amortization of deferred debt issuance costs to average net assets(5)	3.90		%			3.34	%
Ratio of net investment income before fee waiver to average net assets(5)	7.81		%			10.47	%
Ratio of net investment income after fee waiver to average net assets(5)	7.81		%			10.72	%
Total Notes Payable	$	119,830,000			$	116,332,649
Asset Coverage Ratio(6)	2.46					2.43
Portfolio Turnover Rate(4)	20		%			19	%

 

(1)

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

(2)

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

 

CM Finance Inc and subsidiaries

 

Notes to Consolidated Financial Statements (unaudited)

 

December 31, 2017

 

Note 12. Financial Highlights (Continued)

 

(3)

Total returns are historical and are calculated by determining the percentage change in the market value with all dividends and distributions, if any, reinvested. Dividends and distributions are assumed to be reinvested at prices obtained under the company’s dividend reinvestment plan. Total investment return does not reflect sales load.

(4)

Not annualized.

(5)

Annualized.

(6)

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

 

Note 13. Other Fee Income

 

The other fee income consists of structuring fee income, amendment fee income and royalty income. The following tables summarize the Company’s other fee income for the three and six months ended December 31, 2017 and December 31, 2016:

 

		For the three months ended December 31,								For the six months ended December 31,
		2017				2016				2017				2016
Loan Structuring Fee		$	—			$	—			$	—			$	—
Loan Amendment/Consent Fee			—				359,494				9,879				575,961
Royalty Income			—				—				—				—
Other Fee Income		$	—			$	359,494			$	9,879			$	575,961

 

Note 14. Tax Information

 

As of December 31, 2017, the Company’s aggregate investment unrealized appreciation and depreciation based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost		$	293,670,448
Gross unrealized appreciation			9,703,467
Gross unrealized depreciation			(16,842,747	)
Net unrealized investment depreciation		$	(7,139,280	)

 

As of June 30, 2017, the Company’s aggregate investment unrealized appreciation and depreciation based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost		$	271,969,759
Gross unrealized appreciation			3,709,069
Gross unrealized depreciation			(20,771,657	)
Net unrealized investment depreciation		$	(17,062,588	)

 

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

 

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to:

 

•

our future operating results;

 

•

our business prospects and the prospects of our portfolio companies;

 

•

the effect of investments that we expect to make;

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

the adequacy of our financing sources and working capital;

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

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

 

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

 

Overview

 

CM Finance Inc (“CMFN,” the “Company”, “us”, “we” or “our”), a Maryland corporation formed in May 2013, is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, we have elected to be treated and intend to continue to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”).

 

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

 

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

 

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

 

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

 

We have formed certain additional taxable subsidiaries (collectively, the “Taxable Subsidiaries”), which are taxed as corporations for federal income tax purposes. At December 31, 2017, we had four taxable Subsidiaries: CM Portfolio Companies LLC, U.S. Well Services Blocker, LLC, Bird Electric Blocker, LLC, and Zinc Borrower Blocker, LLC. These Taxable Subsidiaries allow the Company to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements of a RIC under the Code.

 

Critical accounting policies

 

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

 

Valuation of portfolio investments

 

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

 

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

 

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

 

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.

 

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

 

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

 

Level 1 – valuation is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 – valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as (a) quoted prices for similar assets or liabilities in active markets; (b) quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly; (c) inputs other than quoted prices that are observable for the asset or liability; or (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

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

 

As of December 31, 2017 and June 30, 2017, all of our investments were classified as Level 3 investments, determined based on valuations by our board of directors.

 

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

 

Revenue recognition

 

Our revenue recognition policies are as follows:

 

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

 

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

 

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

 

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

 

Non-accrual: Loans are placed on non-accrual status when principal or interest payments are past due 90 days or more or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment about ultimate collectability of principal. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. PIK interest is not accrued if we do not expect the issuer to be able to pay all principal and interest when due. As of December 31, 2017, we had no investments on non-accrual status, which represented approximately 0.0% of our portfolio at fair value. As of June 30, 2017, we had one investment on non-accrual status, which represented approximately 3.00% of our portfolio at fair value.

 

Financing Facility

 

We have, through CM SPV Ltd. (“SPV”), our wholly owned subsidiary, entered into a $102.0 million term secured financing facility (the "Term Financing"), due December 5, 2020 with UBS AG, London Branch (together with its affiliates "UBS"). The Term Financing is collateralized by a portion of the debt investments in our portfolio. Borrowings under the Term Financing bear interest (i) at a rate per annum equal to one-month LIBOR plus 2.75% through December 4, 2018, and (ii) at a rate per annum equal to one-month LIBOR plus 2.55% from December 5, 2018 through December 5, 2020 (the “Term Financing Rate”). We also incur an annual fee of approximately 1% of the outstanding borrowings under the Term Financing. As of December 31, 2017 and June 30, 2017, there were $102.0 million and $102.0 million borrowings outstanding under the Term Financing, respectively.

 

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

 

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

 

Investments

 

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

 

As a BDC, we are required to comply with certain regulatory requirements. For instance, as a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. In each case, the company must be organized in the United States. As of December 31, 2017, approximately 6.35% of our total assets were non-qualifying assets.

 

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

 

Revenues

 

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

 

Expenses

 

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

 

•

our organization and our offering;

 

•

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

 

•

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

 

•

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

 

•

offerings of our common stock and other securities;

 

•

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

 

•

transfer agent and custody fees and expenses;

 

•

federal and state registration fees;

 

•

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

 

•

federal, state and local taxes;

 

•

independent directors’ fees and expenses;

 

•

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

 

•

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

 

•

costs associated with individual or group stockholders;

 

•

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

 

•

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

 

•

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

 

Portfolio and investment activity

 

Portfolio composition

 

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

 

At December 31, 2017, our investment portfolio of $286.5 million (at fair value) consisted of investments in 24 portfolio companies, of which 50.1% were first lien investments, 44.9% were second lien investments, 0.3% were in unsecured debt investments, and 4.7% were in equities, warrants and other positions. At December 31, 2017, our average and largest portfolio company investment at fair value was $11.9 million and $25.4 million, respectively.

 

At June 30, 2017, our investment portfolio of $254.9 million (at fair value) consisted of investments in 23 portfolio companies, of which 49.9% were first lien investments, 49.7% were second lien investments, and 0.4% were in equity and warrant positions. At June 30, 2017, our average and largest portfolio company investment at fair value was $11.1 million and $25.9 million, respectively.

 

As of December 31, 2017 and June 30, 2017, respectively, our weighted average total yield of debt and income producing securities at amortized cost (which includes interest income and amortization of fees and discounts) was 10.21% and 9.73%, respectively. As of December 31, 2017 and June 30, 2017, respectively, our weighted average yield on all investments at amortized cost (which includes interest income and amortization of fees and discounts) was 9.87% and 9.64%, respectively.

 

At December 31, 2017 and June 30, 2017, respectively, the industry composition of our portfolio at fair value was as follows:

 

	Percentage of Total Portfolio at December 31, 2017			Percentage of Total Portfolio at June 30, 2017
Business Services	23.52	%		16.71	%
Entertainment and Leisure	14.22			14.98
Oilfield Services	11.29			6.90
Oil and Gas	7.99			8.67
Healthcare-Products/Services	7.96			11.17
Environmental Services	6.84			—
Media	6.63			6.04
Telecommunications	5.89			12.00
Metals and Mining	3.57			4.34
Trucking and Leasing	3.31			9.02
Construction & Building	3.04			3.91
Utilities	2.97			2.95
Chemicals	2.77			—
Retail	—			2.92
Consumer Products	—			0.39
Total	100.00	%		100.00	%

 

During the three months ended December 31, 2017, we added four new investments totaling approximately $34.8 million. Two of these investments were in new portfolio companies. Of the new investments, 75.9% consisted of first lien investments, 22.6% second lien investments and 1.5% in equity, warrants, and other investments.

 

At December 31, 2017, 96.2% of our debt investments bore interest based on floating rates based on indices such as LIBOR (in certain cases, subject to interest rate floors), and 3.8% bore interest at fixed rates. At June 30, 2017, 95.2% of our debt investments bore interest based on floating rates based on indices such as LIBOR (in certain cases, subject to interest rate floors), and 4.3% bore interest at fixed rates.

 

Our investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of December 31, 2017, we had four investments with an unfunded commitment with aggregate unfunded commitments of $3.8 million, and as of June 30, 2017, we had two such investments with an unfunded commitment with aggregate unfunded commitments of $1.2 million.

 

Asset Quality

 

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

 

Investment Rating 1		Investments that are performing above expectations, and whose risks remain favorable compared to the expected risk at the time of the original investment.
Investment Rating 2		Investments that are performing within expectations and whose risks remain neutral compared to the expected risk at the time of the original investment. All new loans will initially be rated 2.
Investment Rating 3		Investments that are performing below expectations and that require closer monitoring, but where no loss of return or principal is expected. Portfolio companies with a rating of 3 may be out of compliance with their financial covenants.
Investment Rating 4		Investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are often in workout. Investments with a rating of 4 will be those for which some loss of return but no loss of principal is expected.
Investment Rating 5		Investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are almost always in workout. Investments with a rating of 5 will be those for which some loss of return and principal is expected.

 

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

 

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

 

		As of December 31, 2017												As of June 30, 2017
		Fair Value				% of Portfolio				Number of Investments				Fair Value				% of Portfolio				Number of Investments
1		$	—				—	%			—			$	—				—	%			—
2			250,013,587				87.2				20				212,729,243				83.5				18
3			25,143,016				8.8				3				27,899,860				10.9				3
4			10,550,868				3.7				1				6,759,238				2.7				1
5			823,697				0.3				3				7,518,830				2.9				2
Total		$	286,531,168				100.0	%			27			$	254,907,171				100.0	%			24

 

Results of Operations

 

Comparison of the three months ended December 31, 2017 and December 31, 2016

 

Investment income

 

Investment income, attributable primarily to interest and fees on our debt investments, for the three months ended December 31, 2017 decreased to $8.4 million from $9.2 million for the three months ended December 31, 2016, primarily due to the repayment of portfolio companies with higher yields.

 

Expenses

 

Total expenses for the three months ended December 31, 2017 increased to $4.8 million, compared to $4.5 million for the three months ended December 31, 2016, primarily due to an increase in interest expenses related to borrowings.

 

Net investment income

 

Net investment income decreased to $3.7 million for the three months ended December 31, 2017 from $4.9 million for the three months ended December 31, 2016, primarily due to a decrease in investment income resulting from the repayment of portfolio companies with higher yields and an increase in interest expense related to borrowings.

 

Net realized gain or loss

 

During the three months ended December 31, 2017, we had no realized gains or losses.

 

The net realized gain on investments totaled $39,502 for the three months ended December 31, 2016, primarily due to the sale of one portfolio company.

 

Net change in unrealized (depreciation) appreciation on investments

 

We recorded a net change in unrealized appreciation of $1.2 million for the three months ended December 31, 2017, primarily due to an increase in valuations of certain investments offset by accretion on certain investments.

 

During the three months ended December 31, 2016, we recorded a net change in unrealized appreciation of $3.6 million, primarily due to the increase in fair value of certain investments.

 

Liquidity and capital resources

 

Cash flows

 

For the three months ended December 31, 2017, our unrestricted cash balance decreased by $9.1 million. During that period, cash increased by $4.4 million from operating activities, primarily due to payments for the purchase of investments in portfolio companies of $35.1 million, offset by sales of investments of $24.0 million in portfolio companies and an increase in our restricted cash of $14.4 million. During the same period, cash from financial activities decreased by $13.5 million from financing activities, consisting primarily of $3.4 million of distributions paid to our stockholders and $9.4 million of repayments of borrowings under the Financing Facilities.

 

Capital Resources

 

As of December 31, 2017, we had $5.4 million of cash as well as $1.7 million in restricted cash and $32.2 million of capacity under the 2017 UBS Revolving Financing. We intend to generate additional cash primarily from future offerings of securities, future borrowings under the 2017 UBS Revolving Financing as well as cash flows from operations, including income earned from investments in our portfolio companies and, to a lesser extent, from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. Our primary liquidity needs include interest and principal repayments on our Financing Facilities, our unfunded loan commitments (if any), investments in portfolio companies, dividend distributions to our stockholders and operating expenses.

 

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

 

Regulated Investment Company Status and Distributions

 

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

 

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

 

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

 

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

 

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

 

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

 

Investment Advisory Agreement

 

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

 

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

 

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

 

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

 

For the three months ended December 31, 2017 and December 31, 2016, $1,161,353 and $1,183,946 in base management fees were earned by the Adviser, respectively, of which $2,315,233 and $2,395,481 were payable at December 31, 2017 and December 31, 2016, respectively.

 

For the three months ended December 31, 2017, we incurred incentive fees of $921,782 related to pre-incentive fee net investment income. As of December 31, 2017, $1,162,320 of previous incentive fees are currently payable to the Adviser, which consist of $414,939 of pre-incentive fees incurred by us that were generated from deferred interest (i.e. PIK and certain discount accretion) and are not payable until such amounts are received in cash. For the three months ended December 31, 2016, the Company incurred $1,095,515 of incentive fees related to pre-incentive fee net investment income. As of December 31, 2016, $904,951 of previous incentive fees are currently payable to the Adviser, which consist of $262,862 of pre-incentive fees incurred by us that were generated from deferred interest (i.e. PIK and certain discount accretion) and are not payable until such amounts are received in cash.

 

The capital gains incentive fee consists of fees related to both realized gains, realized capital losses and unrealized capital depreciation. As of December 31, 2017, there were no capital gains incentive fee accrued, earned or payable to the Adviser under the Advisory Agreement. As of December 31, 2016, there were no capital gains incentive fee payable to the Adviser under the Advisory Agreement.

 

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

 

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

 

Prior to our election to be regulated as a BDC on February 5, 2014, no management or incentive fees were due and payable.

 

Off-Balance Sheet Arrangements

 

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of December 31, 2017, our off-balance sheet arrangements consisted of $3.8 million in unfunded commitments to four of our portfolio companies. As of June 30, 2017, our off-balance arrangements consisted of $1.2 million in unfunded commitments to two of our portfolio companies.

 

Recent Developments

 

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

 

Subsequent to the six months ended December 31, 2017 through February 6, 2018, the Company did not make any investments in new and existing portfolio companies and received repayment or sales proceeds of $3.6 million.

 

On February 6, 2018, the Board of Directors of the Company declared a distribution for the quarter ended December 31, 2017 of $0.25 per share payable on April 5, 2018 to stockholders of record as of March 16, 2018.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

We are subject to financial market risks, including changes in interest rates. At December 31, 2017, 96.2% of our debt investments bore interest based on floating rates, such as LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

 

Generally, we believe higher yielding assets such as those in our investment portfolio do not necessarily follow a linear interest rate relationship and are less sensitive in price to interest rate changes than many other debt investments. Our investments in fixed rate assets are generally exposed to changes in value due to interest rate fluctuations, and our floating rate assets are generally exposed to cash flow variability from fluctuation in rates. Consequently, our net interest income (interest income less interest expense) is exposed to risks related to interest rate fluctuations. Based on our current portfolio with certain interest rate floors and our financing at December 31, 2017, a 1.00% increase in interest rates would increase our net interest income by approximately 8.1% and a 2.00% increase in interest rates would increase our net interest income by approximately 15.5%. Variable-rate instruments subject to a floor generally reset periodically to the applicable floor and, in the case of investments in our portfolio, quarterly to a floor based on LIBOR, only if the floor exceeds the index. Under these loans, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor.

 

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

 

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

As of December 31, 2017, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, of material information about us required to be included in periodic SEC filings.

 

(b) Changes in Internal Control Over Financial Reporting

 

Management did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1A. Risk Factors

 

During the three months ended December 31, 2017, there have been no material changes to the risk factors disclosed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017.

 

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

 

Not applicable.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Not applicable.

 

Item 6. Exhibits

 

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

 

3.1		Amended and Restated Articles of Incorporation(1)
3.2		Bylaws(1)
10.1		Amended and Restated Revolving Credit Note Agreement, dated November 20, 2017, by and among CM Finance Inc, CM SPV Ltd., UBS AG, and U.S. Bank, National Association(2)
10.2		Fifth Amended and Restated Indenture, dated November 20, 2017, between CM SPV Ltd. and U.S. Bank, National Association(2)
10.3		Second Amended Total Return Swap Confirmation Letter Agreement, dated November 20, 2017, between UBS AG and CM Finance Inc(2)
10.4		Fourth Amended Total Return Swap Confirmation Letter Agreement, dated November 20, 2017, between UBS AG and CM Finance Inc(2)
11.1		Computation of Per Share Earnings (included in “Note 9. Earnings Per Share” to the unaudited financial statements contained in this report)
31.1		Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

*

Filed herewith

 

(1)

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

(2)

Incorporated by reference to Registrant’s Current Report on Form 8-K (File No. 814-01054), filed on November 27, 2017.

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: February 7, 2018

 

	CM FINANCE INC
	By:	/s/ Michael C. Mauer
		Michael C. Mauer
		Chief Executive Officer
	By:	/s/ Rocco DelGuercio
		Rocco DelGuercio
		Chief Financial Officer