FORM 10-Q quarterly period ended December 31, 2023 ________ code: Accounting Standards Board, the Securities and Exchange Commission, Internal Revenue Service, and other authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business; and CONSOLIDATED AS OF DECEMBER 31, 2023 (Unaudited) additional information. Credit Facility (as defined in Note 10) at the SPV. This subsidiary has been consolidated since operations commenced. On and effective August 5, 2020, the Company changed the name of the SPV to Prospect Flexible Funding, LLC. consolidation. Cash, Cash Equivalents and Restricted Cash. quotations are readily available are valued at such market quotations. State Income Taxes. Service. 2022: Share Repurchase Program During the six months ended December 31, 2023 and 2022, the total base management fee incurred by the Adviser was $157,432 and $218,384, respectively, which were waived by the Adviser. As December 31, 2023: The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to the Company on account of preferred and common equity investments in portfolio companies and expense reimbursements from the Adviser. The Company has not established limits on the amount of funds it may use from available sources to make distributions. generally not included in taxable income until they are realized. The following hierarchy. equity investments, asset recovery analysis was used. firms may consider the following factors when selecting market yields or discount rates: risk of default, rating of the investment and comparable company investments, and call provisions. certain of our investments. Generally, an increase in market yields, discount rates, or a decrease in EBITDA (or other) multiples may result in a decrease in the fair value measurement of certain of our investments. December 31, 2023: Operations Our Adviser other income producing investments. We intend to our Adviser, but in no event will leverage employed exceed the maximum amount permitted by the 1940 Act. our Administrator. 24 structured subordinated notes. The following 2023. reinvestment period. December 31, 2023 and 2022, PIK interest included in interest income totaled $58,870 and $162, respectively. For the three and six months ended December 31, 2023, PIK interest included in interest income was higher due to an amendment on an investment which now has partial PIK interest. For the three and six months ended December 31, 2022, PIK interest included in interest income was lower because a PIK investment was fully repaid. 2022, respectively. 2022, respectively. Our net investment (loss) income totaled administrative expense as well as a decrease in interest income. $66,844 related to the termination of the Credit Facility. Financial Condition, Liquidity and Capital Resources February 12, 2024, there was a $0 outstanding Senior Secured Revolving Credit Facility balance. On monthly record date set forth below. The cost of both the base management fee payable to the Adviser and any incentive fees it earns is ultimately borne by our stockholders. See "Amended and Restated Advisory Agreement" below for additional information. senior securities representing indebtedness. In accordance with ASC following hierarchy: the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Quarterly Period Ended September 30, 2017☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Triton Pacific Investment Corporation,registrantRegistrant as specified in its charter)Maryland 45-2460782 (State or other jurisdiction of (I.R.S. Employer
incorporation or organization)(I.R.S. Employer Identification No.) 10016 (Address of principal executive offices) (Zip Code) 6701 Center Drive West, Suite 1450 Los Angeles, CA 90045(Address of principal executive offices)(310) 943-4990(code)(Former name, former address and former fiscal year, if changed since last report)Title of each class Trading Symbol(s) Name of each exchange on which registered None None None registrantRegistrant (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 ☐oregistrantRegistrant 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 ☒x No ☐oregistrantRegistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,”filer”, “accelerated filer”, “smaller reporting company”, and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☐oAccelerated filer ☐oNon-accelerated filer ☒ (Do not check if a smaller reporting company)xSmaller reporting company ☐oEmerging growth company o registrantRegistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐o No ☒As November 14, 2017, the Registrant had 1,369,940.31 shares of Class A common stock,the issuer’s Common Stock, $0.001 par value outstanding.per share, outstanding as of February 12, 2024 was 2,417,932.Part I—Financial Information3Page PART I FINANCIAL INFORMATION 2745PART II OTHER INFORMATION 46Part II—Other Information464646Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.Proceeds46464646Item 6: Exhibits.47SIGNATURES482ContentsPart I—the statements in this quarterly report on Form 10-Q (the "Quarterly Report") constitute forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this Quarterly Report involve risks, uncertainties and other factors, some of which are beyond our control, including, but not limited to, statements as to: InformationItem 1:Financial StatementsTriton Pacific Investment Corporation, Inc.StatementS ofSTATEMENTS OF ASSETS AND LIABILITIESPosition September 30, 2017 December 31, (unaudited) 2016 ASSETS Affiliate Investments, at fair value (amortized cost - $1,916,389 and $1,896,901, respectively) $ 509,993 $ 1,875,202 Non-affiliate Investments, at fair value (amortized cost - $11,017,651 and $8,705,606, respectively) 10,975,686 8,728,971 Cash 5,874,634 3,788,901 Principal and interest receivable 26,606 19,305 Prepaid expenses 67,855 46,052 Reimbursement due from Adviser (see Note 4) 330,587 106,583 TOTAL ASSETS $ 17,785,361 $ 14,565,014 LIABILITIES AND NET ASSETS LIABILITIES Payable for investments purchased $ 1,237,500 $ 1,061,625 Accounts payable and accrued liabilities 340,248 225,000 Stockholder distributions payable — 16,574 Due to related parties (see Note 4) 1,239 33,113 TOTAL LIABILITIES 1,578,987 1,336,312 COMMITMENTS AND CONTINGENCIES(see Note 9) NET ASSETS Common stock, $0.001 par value, 75,000,000 shares authorized, 1,338,115.18 and 976,407.17 shares issued and outstanding respectively 1,338 976 Capital in excess of par value 18,070,020 13,255,764 Accumulated undistributed net realized gains 14,444 21,925 Accumulated overdistributed net investment income (431,069 ) (51,629 ) Accumulated unrealized appreciation (depreciation) on investments (1,448,359 ) 1,666 TOTAL NET ASSETS 16,206,374 13,228,702 TOTAL LIABILITIES AND NET ASSETS $ 17,785,361 $ 14,565,014 Net asset value per share of common stock at period end $ 12.11 $ 13.55 The accompanyingStatementsAssets December 31, 2023 June 30, 2023 (unaudited) (audited) Investments at fair value: Non-control/non-affiliate investments (amortized cost of $21,190,409 and $25,391,631, respectively) (Note 7 and 8) $ 16,630,487 $ 21,915,187 Cash and cash equivalents 5,500,466 5,730,723 Restricted cash — 61,833 Deferred financing costs (Note 10) 806,503 230,022 Deferred offering costs 264,246 — Interest receivable 113,468 169,695 Prepaid expenses and other assets 108,695 163,076 Receivable for repayments of portfolio investments — 7,554 Receivable for investments sold — 1,361,436 Total Assets 23,423,865 29,639,526 Liabilities Payable for open trade 4,994,925 4,997,938 Senior Secured Revolving Credit Facility (Note 10) 4,200,000 — Revolving Credit Facility (Note 10) — 8,600,000 Due to Administrator (Note 4) 1,432,456 868,634 Accrued legal fees 260,473 68,959 Accrued audit fees 127,500 169,400 Distributions payable 87,789 98,197 Interest payable 2,780 71,994 Accrued expenses 418 70,542 Total Liabilities 11,106,341 14,945,664 Commitments and Contingencies (Note 9) — — Net Assets $ 12,317,524 $ 14,693,862 Components of Net Assets Common Stock, par value $0.001 per share (75,000,000 shares authorized; 2,405,180 and 2,409,452 Class A shares issued and outstanding, respectively) (Note 3) $ 2,405 $ 2,410 Paid-in capital in excess of par (Note 3 and Note 6) 24,006,868 24,575,896 Total distributable earnings (loss) (Note 6) (11,691,749) (9,884,444) Net Assets 12,317,524 14,693,862 Net Asset Value Per Share (Note 11) $ 5.12 $ 6.10 are an integral part of theseto consolidated financial statements.3Triton Pacific Investment Corporation, Inc.Statements of OperationsTHREESTATEMENTS OF OPERATIONSThree Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Investment Income Interest income from non-control/non-affiliate investments $ 380,817 $ 692,405 $ 812,896 $ 1,299,279 Interest income from structured credit securities 94,341 179,255 207,378 367,895 Total Investment Income 475,158 871,660 1,020,274 1,667,174 Operating Expenses Administrator Costs (Note 4) 362,572 235,719 586,322 296,300 Interest expense and credit facility expenses (Note 10) 197,033 320,992 487,246 590,250 Audit and tax expense 87,374 37,400 116,124 175,833 Base management fees (Note 4) 74,073 105,950 157,432 218,384 Transfer agent’s fees and expenses 49,904 56,213 113,561 111,244 Insurance expense 32,191 43,104 64,382 104,093 Legal expense 15,199 30,088 42,604 98,567 General and administrative 8,271 (12,698) 105,789 44,903 Valuation services 4,000 5,000 8,000 10,000 Offering costs — 4,281 — 12,794 Total Operating Expenses 830,617 826,049 1,681,460 1,662,368 Expense limitation payment (Note 4) (74,073) (105,950) (157,432) (218,384) Total Net Operating Expenses 756,544 720,099 1,524,028 1,443,984 Net Investment (Loss) Income (281,386) 151,561 (503,754) 223,190 Net Realized Losses and Net Change in Unrealized Losses on Investments Net realized losses: Non-control/non-affiliate investments (33) (147,942) (215,228) (147,942) Net realized losses (33) (147,942) (215,228) (147,942) Net change in unrealized losses: Non-control/non-affiliate investments (265,465) (778,235) (1,083,478) (1,367,176) Net change in unrealized losses (265,465) (778,235) (1,083,478) (1,367,176) Net Realized Losses and Net Change in Unrealized Losses on Investments (265,498) (926,177) (1,298,706) (1,515,118) Extinguishment of debt — — (66,844) — Net Decrease in Net Assets Resulting from Operations $ (546,884) $ (774,616) $ (1,869,304) $ (1,291,928) $ (0.23) $ (0.33) $ (0.78) $ (0.54) Distributions declared per share $ 0.10 $ 0.12 $ 0.20 $ 0.26 NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016(Unaudited) Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 INVESTMENT INCOME Interest from affiliate investments $ — $ 9,540 $ 19,488 $ 27,994 Interest from non-control/ non-affiliate investments 198,075 104,933 536,481 264,444 Fee income from non-control/ non-affiliate investments 29,413 186 40,697 435 Total investment income 227,488 114,659 596,666 292,873 OPERATING EXPENSES Management fees 83,459 60,625 246,154 156,957 Capital gains incentive fees (see Notes 2 and 4) — 11,265 (334 ) 31,609 Administrator expense 70,495 78,840 213,473 242,332 Professional fees 99,062 33,694 214,914 105,259 Insurance expense 17,779 19,142 57,251 46,763 Other operating expenses 13,095 9,272 23,168 15,189 Total operating expenses 283,890 212,838 754,626 598,109 Expense reimbursement and management fee offsets from Adviser — (201,573 ) (80,847 ) (566,501 ) Net expenses 283,890 11,265 673,779 31,608 Net investment (loss)/ income (56,402 ) 103,394 (77,113 ) 261,265 REALIZED AND UNREALIZED GAIN/(LOSS) Net realized gain on non-affiliated investments 26,569 — 91,134 (1,167 ) Net increase (decrease) in unrealized appreciation on affiliate investments (88,923 ) — (1,350,763 ) 53,879 Net (decrease)/ increase in unrealized (depreciation)/ appreciation on non-control/ non-affiliate investments (42,474 ) 56,324 (99,262 ) 104,167 Total net realized and unrealized gain (loss) on investments (104,828 ) 56,324 (1,358,891 ) 156,879 NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ (161,230 ) $ 159,718 $ (1,436,004 ) $ 418,144 PER SHARE INFORMATION - Basic and Diluted Net increase (decrease) in net assets resulting from operations per share $ (0.13 ) $ 0.19 $ (1.26 ) $ 0.57 Weighted average common shares outstanding - basic and diluted 1,266,225 827,457 1,143,880 731,866 The accompanying notes are an integral part of these statements.4Triton Pacific Investment Corporation, Inc.StatementS ofSTATEMENTS OF CHANGES IN NET ASSETSNINE MONTHS ended SEPTEMBER 30, 2017 AND 2016 Nine months ended September 30, 2017 2016 Operations Net investment income (loss) $ (77,113 ) $ 261,264 Net realized gain (loss) on investments 91,134 (1,167 ) Net increase (decrease) in unrealized appreciation (depreciation) on investments (1,450,025 ) 158,046 Net increase (decrease) in net assets resulting from operations (1,436,004 ) 418,143 Stockholder distributions (see Note 5) Distributions from net investment income (341,207 ) (285,469 ) Distributions from net realized gain on investments (59,732 ) — Net decrease in net assets resulting from stockholder distributions (400,939 ) (285,469 ) Capital share transactions Issuance of common stock (see Note 3) 4,817,586 4,670,733 Reinvestment of stockholder distributions (see Note 3) 214,336 155,067 Repurchase of shares of common stock (217,307 ) (117,060 ) Net increase in net assets resulting from capital share transactions 4,814,615 4,708,740 Total increase in net assets 2,977,672 4,841,414 Net assets at beginning of period 13,228,702 7,326,653 Net assets at end of period $ 16,206,374 $ 12,168,067 Accumulated overdistributed net investment income $ (431,069 ) $ (50,571 ) Accumulated undistributed net realized gains $ 14,444 $ 1,025 TheCommon Stock For the Three Months Ended December 31, 2023 Shares Par Paid-in Capital in
Excess of ParDistributable Earnings
(Loss)Net Assets 2,407,904 $ 2,408 $ 24,311,280 $ (11,206,864) $ 13,106,824 Net decrease in net assets resulting from operations Net investment loss — — — (281,386) (281,386) Net realized (losses) on investments — — — (33) (33) Net change in unrealized (losses) on investments — — — (265,465) (265,465) Distributions to Shareholders (Note 5) Distributions from earnings — — — — — Return of capital distributions — — (236,978) — (236,978) Capital Transactions Shares issued through reinvestment of distributions (Note 3) 18,388 18 107,915 — 107,933 Repurchase of common shares (Note 3) (21,112) (21) (113,350) — (113,371) Tax Reclassification of Net Assets (Note 6) — — (61,999) 61,999 — Total Increase (Decrease) for the three months ended December 31, 2023 (2,724) (3) (304,412) (484,885) (789,300) Balance as of December 31, 2023 2,405,180 $ 2,405 $ 24,006,868 $ (11,691,749) $ 12,317,524 are an integral partto the consolidated financial statements for further discussionCommon Stock For the Three Months Ended December 31, 2022 Shares Par Paid-in Capital in
Excess of ParDistributable
Earnings
(Loss)Net Assets 2,375,249 $ 2,375 $ 25,097,836 $ (9,254,763) $ 15,845,448 Net increase in net assets resulting from operations Net investment income — — — 151,561 151,561 Net change in unrealized gains (losses) on investments — — — (778,235) (778,235) Distributions to Shareholders (Note 6) Distributions from earnings — — — (239,157) (239,157) Return of capital distributions — — (41,628) — (41,628) Capital Transactions Shares issued through reinvestment of distributions 19,727 20 133,728 — 133,748 Repurchase of common shares (23,434) (23) (155,809) — (155,832) Tax Reclassification of Net Assets (Note 7) — — (155,829) 155,829 — Total Increase (Decrease) for the three months ended December 31, 2022 (3,707) (3) (219,538) (857,944) (1,077,485) Balance as of December 31, 2022 2,371,542 $ 2,372 $ 24,878,298 $ (10,112,707) $ 14,767,963 these statements.5 Triton Pacific Investment Corporation, Inc.CONSOLIDATED Statements of CASH FLOWSNINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016(Unaudited) Nine months ended September 30, 2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES Net (decrease)/ increase in net assets resulting from operations $ (1,436,004 ) $ 418,143 Adjustments to reconcile net (decrease)/ increase in net assets resulting from operations to net cash used by operating activities Purchases of investments (6,118,500 ) (3,470,750 ) Proceeds from sales and repayments of investments 3,921,509 220,384 Net realized gain (loss) from investments (91,134 ) 1,167 Net increase (decrease) in unrealized appreciation (depreciation) on investments 1,450,025 (158,046 ) Accretion of discount (23,918 ) (11,985 ) Net increase in paid-in-kind interest (19,488 ) (27,997 ) Increases and decreases in assets and liabilities Principal and interest receivable (7,301 ) (14,569 ) Prepaid expenses (21,803 ) (32,182 ) Reimbursement due from Adviser (224,004 ) 32,675 Payable for investments purchased 175,875 336,000 Accounts payable and accrued liabilities 115,248 — Due to related parties (31,874 ) 42,614 NET CASH USED BY OPERATING ACTIVITIES (2,311,369 ) (2,664,546 ) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 4,817,586 4,670,733 Payments on repurchases of shares of common stock (217,307 ) (117,060 ) Stockholder distributions (186,603 ) (130,403 ) Increases in distributions payable (16,574 ) 2,705 NET CASH PROVIDED BY FINANCING ACTIVITIES 4,397,102 4,425,975 NET INCREASE IN CASH 2,085,733 1,761,429 CASH - BEGINNING OF PERIOD $ 3,788,901 $ 1,812,341 CASH - END OF PERIOD $ 5,874,634 $ 3,573,770 Supplemental schedule of non-cash investing activities Reinvestment of stockholder distributions $ 214,336 $ 155,067 Thecapital estimates for the current period. See Note 2 and 6 within the accompanying notes are an integral partto the consolidated financial statements for further discussionCommon Stock For the Six Months Ended December 31, 2023 Shares Par Paid-in Capital in
Excess of ParDistributable
Earnings
(Loss)Net Assets 2,409,452 $ 2,410 $ 24,575,896 $ (9,884,444) $ 14,693,862 Net increase in net assets resulting from operations Net investment loss — — — (503,754) (503,754) Net realized (losses) on investments — — — (215,228) (215,228) Net realized (losses) on debt — — — (66,844) (66,844) Net change in unrealized (losses) on investments — — — (1,083,478) (1,083,478) Distributions to Shareholders (Note 6) Distributions from earnings — — — — — Return of capital distributions — — (492,032) — (492,032) Capital Transactions Shares issued through reinvestment of distributions 36,803 36 219,902 — 219,938 Repurchase of common shares (41,075) (41) (234,899) — (234,940) Tax Reclassification of Net Assets (Note 6) — — (61,999) 61,999 — Total Increase (Decrease) for the six months ended December 31, 2023 (4,272) (5) (569,028) (1,807,305) (2,376,338) Balance as of December 31, 2023 2,405,180 $ 2,405 $ 24,006,868 $ (11,691,749) $ 12,317,524 theseprior year and prior quarter amounts to conform to the presentation for the current fiscal year. In addition, we have not yet finalized return of capital estimates for the current period. See Note 2 and 6 within the accompanying notes to the consolidated financial statements for further discussion.Common Stock For the Six Months Ended December 31, 2022 Shares Par Paid-in Capital in
Excess of ParDistributable
Earnings
(Loss)Net Assets 2,375,890 $ 2,376 $ 25,188,341 $ (8,489,742) $ 16,700,975 Net increase in net assets resulting from operations Net investment income — — — 223,190 223,190 Net realized (losses) on investments — — — (147,942) (147,942) Net change in unrealized gains (losses) on investments — — — (1,367,176) (1,367,176) Distributions to Shareholders (Note 6) Distributions from earnings — — — (486,866) (486,866) Return of capital distributions — — (132,910) — (132,910) Capital Transactions Shares issued through reinvestment of distributions 40,904 41 286,988 — 287,029 Repurchase of common shares (45,252) (45) (308,292) — (308,337) Tax Reclassification of Net Assets (Note 7) — — (155,829) 155,829 — Total Increase (Decrease) for the six months ended December 31, 2022 (4,348) (4) (310,043) (1,622,965) (1,933,012) Balance as of December 31, 2022 2,371,542 $ 2,372 $ 24,878,298 $ (10,112,707) $ 14,767,963 6 TRITON PACIFIC INVESTMENT CORPORATION,Six Months Ended December 31, 2023 2022 Cash flows from operating activities: Net decrease in net assets resulting from operations $ (1,869,304) $ (1,291,928) Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: Amortization of offering costs — 12,794 Repayments and sales of portfolio investments 3,737,814 2,066,272 Net change in unrealized losses on investments 1,083,478 1,367,176 Net realized losses on investments 215,228 147,942 Net realized losses on extinguishment of debt 66,844 — Amortization of premiums (accretion of purchase discounts) on investments, net 22,489 (57,702) Net Reductions to Subordinated Structured Notes and related investment cost 284,605 68,693 Amortization of deferred financing costs 245,044 29,152 Payment-in-kind interest (58,870) (162) Settlement of Treasury Bills (46) — Changes in other assets and liabilities: (Increase) Decrease in operating assets Receivable for investments sold 1,361,436 — Receivable for repayments of portfolio investments 7,554 23,861 Interest receivable 56,227 (863) Deferred offering costs (Note 5) — (12,794) Prepaid expenses and other assets 54,381 49,432 Increase (Decrease) in operating liabilities Payable for open trade (3,013) — Accrued expenses (70,124) 796 Accrued legal fees (72,732) (68,301) Accrued audit fees (41,900) 52,560 Due to Administrator (Note 5) 563,822 266,235 Interest payable (69,214) 38,760 Tax payable — (4,935) Net cash provided by operating activities 5,513,719 2,686,988 Cash flows from financing activities: Distributions paid to stockholders (282,500) (327,460) Repurchase of common shares (234,940) (308,337) Borrowings under Senior Secured Revolving Credit Facility (Note 10) 6,200,000 — Repayments under Senior Secured Revolving Credit Facility (Note 10) (2,000,000) — Repayments under Revolving Credit Facility (Note 10) (8,600,000) (2,700,000) Financing costs paid and deferred (888,369) — Net cash used in financing activities (5,805,809) (3,335,797) Net decrease in cash, cash equivalents and restricted cash (292,090) (648,809) Cash, cash equivalents and restricted cash at beginning of period 5,792,556 1,467,568 Cash, cash equivalents and restricted cash at end of period $ 5,500,466 $ 818,759 Supplemental disclosures: Cash paid for interest $ 311,415 $ 522,338 Non-cash financing activities: Value of shares issued through reinvestment of distributions $ 219,938 $ 287,029 Unpaid deferred offering costs (Note 5) $ (264,246) $ — Beginning of the period Cash and cash equivalents $ 5,730,723 $ 1,467,568 Restricted cash 61,833 — Cash, cash equivalents and restricted cash at beginning of period $ 5,792,556 $ 1,467,568 End of the period Cash and cash equivalents $ 5,500,466 $ 134,157 Restricted cash — 684,602 Cash, cash equivalents and restricted cash at end of period $ 5,500,466 $ 818,759 SEPTEMBER 30, 2017(UNAUDITED)Portfolio Company Footnotes Industry Rate (b) Floor Maturity Principal Amount/ Number of Shares Amortized Cost(f) Fair Value(c) Senior Secured Loans—First Lien—47.03% LSF9 Atlantis Holdings, LLC Telecommunications L+6.00% (7.24%) 1.24 % 5/1/2023 496,875 $ 492,146 $ 499,876 California Pizza Kitchen, Inc. Beverage, Food & Tobacco L+6.00% (7.24%) 1.24 % 8/19/2022 346,500 343,659 344,191 CareCentrix, Inc. Healthcare & Pharmaceuticals L+5.00% (6.33%) 1.33 % 7/8/2021 196,000 192,617 197,593 CareerBuilder Business Services L+6.75% (8.08%) 1.33 % 7/27/2023 500,000 485,390 489,793 Coronado Group LLC Metals & Mining L+7.00% (8.33%) 1.33 % 6/6/2023 498,750 484,503 503,738 CRCI Holdings, Inc. Business Services L+5.50% (6.83%) 1.33 % 8/31/2023 324,564 321,612 326,795 Deluxe Entertainment Services Group, Inc. Media: Diversified and Production L+5.50% (6.81%) 1.31 % 2/28/2020 343,112 335,523 345,471 FHC Health Systems, Inc. Healthcare & Pharmaceuticals L+4.00% (5.24%) 1.24 % 12/23/2021 121,875 121,168 119,183 Flavors Holdings, Inc. Tranche B Beverage, Food & Tobacco L+5.75% (7.08%) 1.33 % 4/3/2020 106,250 104,000 101,203 GK Holdings, Inc. Business Services L+6.00% (7.33%) 1.33 % 1/20/2021 121,563 121,045 114,877 IG Investments Holdings, LLC Business Services L+4.00% (5.33%) 1.33 % 10/29/2021 345,543 344,153 349,287 InfoGroup Inc. Business Services L+5.00% (6.33%) 1.33 % 3/28/2023 497,500 492,911 486,928 Jackson Hewitt, Inc. Business Services L+7.00% (8.31%) 1.31 % 7/30/2020 186,138 183,700 180,089 McAfee LLC Business Services L+4.50% (5.83%) 1.33 % 9/27/2024 250,000 247,500 251,469 Moran Foods, LLC Beverage, Food & Tobacco L+6.00% (7.24%) 1.24 % 12/5/2023 347,375 338,119 319,585 Paradigm Acquisition Corp. Healthcare & Pharmaceuticals L+5.00% (6.42%) 1.42 % 6/2/2022 122,188 120,735 122,798 Pre-Paid Legal Services, Inc Consumer Services L+5.25% (6.50%) 1.25 % 7/1/2019 320,191 319,563 323,092 Raley’s Beverage, Food & Tobacco L+5.25% (6.49%) 1.24 % 5/18/2022 288,431 288,431 291,676 Sahara Parent Inc Business Services L+5.00% (6.31%) 1.31 % 8/16/2024 350,000 346,532 343,875 SITEL Worldwide Corporation Business Services L+5.50% (6.81%) 1.31 % 9/20/2021 196,000 195,530 196,294 Strike, LLC Energy: Oil & Gas L+8.00% (9.33%) 1.33 % 11/30/2022 336,875 327,876 341,928 Travel Leaders Group, LLC Hotel, Gaming & Leisure L+4.50% (5.81%) 1.31 % 1/25/2024 348,252 346,677 353,478 TruGreen Limited Partnership Consumer Services L+4.00% (5.24%) 1.24 % 4/13/2023 346,500 342,323 351,264 Verdesian Life Sciences LLC Wholesale Trade-Nondurable Goods L+5.00% (6.31%) 1.31 % 7/1/2020 208,335 207,172 162,501 Wirepath LLC Consumer Services L+5.25% (6.56%) 1.31 % 8/5/2024 500,000 497,500 504,063 Total Senior Secured Loans—First Lien $ 7,698,817 $ 7,600,385 $ 7,621,047 Senior Secured Loans—Second Lien—20.70% Flavors Holdings, Inc. Beverage, Food & Tobacco L+10.00% (11.33%) 1.33 % 10/7/2021 125,000 122,161 93,438 FullBeauty Brands Holding High Tech Industries L+9.00% (10.24%) 1.24 % 10/13/2023 250,000 218,743 114,688 GK Holdings, Inc. Business Services L+10.25% (11.55%) 1.33 % 1/21/2022 125,000 123,468 118,750 Inmar Business Services L+8.00% (9.27%) 1.27 % 5/1/2025 500,000 492,866 502,813 McAfee LLC Business Services L+8.50% (9.83%) 1.33 % 9/26/2025 500,000 492,500 502,293 Neustar, Inc. High Tech Industries L+8.00% (9.31%) 1.31 % 2/28/2025 750,000 738,862 761,250 NPC International, Inc. Beverage, Food & Tobacco L+7.50 (8.74%) 1.24 % 3/28/2025 500,000 497,896 508,438 Oxbow Carbon LLC Metals & Mining L+7.00 (8.24%) 1.24 % 1/19/2020 250,000 239,541 251,094 Rocket Software, Inc. Business Services L+9.50% (10.83%) 1.33 % 10/14/2024 500,000 491,229 501,875 Total Senior Secured Loans—Second Lien $ 3,500,000 $ 3,417,266 $ 3,354,639 December 31, 2023 Portfolio Company /
Security TypeIndustry Acquisition
DateCoupon/Yield (b) Floor Legal
MaturityPrincipal/
QuantityAmortized Cost (d) Fair Value (c) % of Net Assets Non-Control/Non-Affiliate Investments (less than 5.00% voting control): Telecommunications 7/31/2019 3M SOFR+5.15% (10.89%) 0.01 11/1/2024 $ 1,927,447 $ 1,894,120 $ 1,611,538 13.08 % Beverage, Food & Tobacco 2/2/2022 1M SOFR+4.00% (9.47%) 0.01 6/9/2028 967,524 960,987 927,178 7.53 % Services: Consumer 4/13/2023 3M SOFR+6.75% (12.36%) 0.01 7/31/2026 706,384 701,207 379,399 3.08 % Media: Broadcasting & Subscription 12/21/2021 1M SOFR+5.25% (10.71%) 0.01 12/21/2028 972,576 966,985 972,576 7.90 % Services: Business 4/21/2022 3M SOFR+4.75% (10.13%) 0.01 4/26/2029 736,903 720,003 736,903 5.98 % Services: Business 4/2/2019 3M SOFR+5.50% (11.14%) 0.01 12/20/2024 1,909,853 1,905,762 1,542,206 12.52 % Services: Consumer 3/12/2021 1M SOFR+5.50% (10.97%) 0.01 3/17/2026 995,092 985,725 995,092 8.08 % Wholesale 11/18/2019 1ML+5.00% (10.47%) — 4/16/2026 997,013 988,645 953,244 7.74 % Telecommunications 4/5/2019 3M SOFR+4.25% (9.78%) — 11/29/2025 419,909 409,267 406,766 3.30 % Healthcare & Pharmaceuticals 4/2/2019 3M SOFR+5.50% (11.32%) — 10/1/2025 2,002,034 1,984,384 1,991,623 16.17 % Total Senior Secured Loans-First Lien $ 11,517,085 $ 10,516,525 85.38 % Shutterfly Finance, LLC Media: Diversified and Production 6/9/2023 3M SOFR+1.00% (6.35%) Cash plus 4.00% PIK 1.00 10/1/2027 $ 1,786,412 $ 1,772,946 $ 1,398,761 11.36 % Total Senior Secured Loans-Second Lien $ 1,772,946 $ 1,398,761 11.36 % CURO Group Holdings Corp. Financial 11/18/2021 7.50 % N/A 8/1/2028 $ 750,000 $ 752,630 $ 288,075 2.34 % Total Senior Secured Notes $ 752,630 $ 288,075 2.34 % Apidos CLO XXIV Structured Finance 5/17/2019 21.51 % N/A 10/20/2030 $ 250,000 $ 163,746 $ 156,925 1.27 % Apidos CLO XXVI Structured Finance 7/25/2019 2.32 % N/A 7/18/2029 250,000 179,839 142,350 1.16 % California CLO IX, Ltd. Structured Finance 12/13/2019 20.11 % N/A 7/16/2032 500,000 264,287 233,950 1.90 % Carlyle Global Market Strategies CLO 2014-4-R, Ltd. Structured Finance 4/7/2017 2.83 % N/A 7/15/2030 250,000 165,649 133,775 1.09 % Structured Finance 12/18/2017 — % N/A 1/22/2030 500,000 396,670 299,200 2.43 % Structured Finance 12/5/2016 — % N/A 7/24/2030 250,000 162,666 114,800 0.93 % Structured Finance 7/19/2017 — % N/A 10/29/2029 250,000 155,929 89,150 0.72 % Madison Park Funding XIII, Ltd. Structured Finance 11/6/2015 0.33 % N/A 4/22/2030 250,000 121,587 92,200 0.75 % Madison Park Funding XIV, Ltd. Structured Finance 11/16/2015 9.10 % N/A 10/22/2030 250,000 182,783 147,425 1.20 % Structured Finance 12/1/2017 — % N/A 7/16/2029 850,000 388,254 117,385 0.95 % Structured Finance 5/23/2019 — % N/A 7/19/2030 500,000 267,307 $ 203,800 1.64 % Structured Finance 1/6/2016 11.39 % N/A 2/14/2031 387,538 232,528 177,531 1.44 % Structured Finance 11/16/2017 — % N/A 3/17/2030 475,000 323,674 250,373 2.03 % Octagon Investment Partners 31, Ltd. Structured Finance 12/20/2019 3.91 % N/A 7/20/2030 250,000 136,474 113,925 0.92 % Octagon Investment Partners 36, Ltd. Structured Finance 12/20/2019 7.26 % N/A 4/15/2031 500,000 361,146 298,050 2.42 % December 31, 2023 Portfolio Company /
Security TypeIndustry Acquisition
DateCoupon/Yield (b) Floor Legal
MaturityPrincipal/
QuantityAmortized Cost (d) Fair Value (c) % of Net Assets Octagon Investment Partners 39, Ltd. Structured Finance 1/9/2020 12.20 % N/A 10/21/2030 $ 250,000 $ 203,281 $ 192,000 1.56 % Structured Finance 1/17/2017 — % N/A 4/30/2027 275,000 147,499 — — % Structured Finance 5/16/2019 — % N/A 1/26/2031 1,500,000 652,197 326,100 2.65 % Sound Point CLO VII-R, Ltd. Structured Finance 8/23/2019 4.09 % N/A 10/23/2031 150,000 62,429 46,875 0.38 % Structured Finance 5/16/2019 — % N/A 1/21/2031 250,000 173,136 116,975 0.95 % Structured Finance 11/1/2017 — % N/A 7/22/2030 325,000 199,070 89,993 0.73 % Venture XXXIV CLO, Ltd. Structured Finance 7/30/2019 9.29 % N/A 10/15/2031 250,000 213,677 178,575 1.45 % Structured Finance 6/9/2016 — % N/A 10/15/2030 278,312 150,592 103,365 0.84 % Structured Finance 1/22/2016 — % N/A 1/21/2031 250,000 175,385 137,700 1.12 % Total Structured Subordinated Notes $ 5,479,805 $ 3,762,422 30.53 % ACON IWP Investors I, L.L.C. Healthcare & Pharmaceuticals 4/30/2015 N/A N/A N/A $ 472,357 $ 472,357 $ 603,000 4.90 % FullBeauty Brands Holding, Common Stock Retail 2/7/2019 N/A N/A N/A 72 198,026 7,879 0.06 % Rising Tide Holdings, Inc. Consumer goods: Non-Durable 9/11/2023 N/A N/A N/A 2,500 997,560 53,825 0.44 % Total Equity/Other $ 1,667,943 $ 664,704 5.40 % Total Portfolio Investments $ 21,190,409 $ 16,630,487 135.01 % are an integral partto the consolidated financial statements.these statements.7 Portfolio Company Footnotes Industry Rate (b) Floor Maturity Principal Amount/ Number of Shares Amortized Cost(f) Fair Value(c) Subordinated Convertible Debt—0.00% Javlin Capital LLC Subordinated Convertible Note (a) (e) Specialty Finance 6.00 % 3/31/2020 666,389 666,389 — Total Subordinated Convertible Debt $ 666,389 $ 666,389 $ — Equity/Other—3.15% ACON IWP Investors I, L.L.C. (a) Healthcare & Pharmaceuticals 500,000 500,000 509,993 Javlin Capital LLC Class C-2 Preferred Units (a) (d) (e) Specialty Finance 214,286 750,000 — Total Equity/Other 714,286 $ 1,250,000 $ 509,993 TOTAL INVESTMENTS—70.88% $ 12,934,040 $ 11,485,679 OTHER ASSETS IN EXCESS OF LIABILITIES—29.12% $ 4,720,695 NET ASSETS - 100.0% $ 16,206,374 Portfolio Company (a)Investment AffiliatedFollow-On Acquisition Dates Follow-On Acquisitions (Excluding initial investment as defined by the 1940 Act, whereby the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities and the investments are not classified as controlled investments.Affiliated fundscost)Aventiv Technologies, LLC (f/k/a Securus Technologies Holdings, Inc.) Senior Secured Loans-First Lien 8/2/2019 $ 908,750 CareerBuilder, LLC Senior Secured Loans-First Lien 6/5/2020 690,000 Octagon Investment Partners XXI, Ltd. Structured Subordinated Notes 2/14/2019 35,015 Staples, Inc. Senior Secured Loans-First Lien 2/3/2020 980,031 ViaPath Technologies (f/k/a Global Tel*Link Corporation) Senior Secured Loans-First Lien 7/9/2019, 7/16/2019 1,436,250 Voya IM CLO 2013-1, Ltd. Structured Subordinated Notes 10/17/2017, 7/1/2019 20,584 Wellpath Holdings, Inc. (f/k/a Correct Care Solutions Group Holdings, LLC) Senior Secured Loans-First Lien 4/10/2019, 7/25/2019 1,327,000 are managed by an affiliate of Triton Pacific Adviser, LLC also hold investments in this security. The aggregate fair value of non-controlled, affiliated investments at September 30, 2017 represented 3.15% of the Company’s net assets. Fair value as of December 31, 2016 along with transactions during the period ended September 30, 2017 in affiliated investments were as follows): Nine months ended September 30, 2017 Non-controlled, Affiliated Investments Fair Value at December 31, 2016 Gross Additions (Cost)* Gross Reductions (Cost)** Fair Value at September 30, 2017 Net Realized Gain (Loss) Interest & Dividends Credited to Income ACON IWP Investors I, L.L.C. $ 691,072 $ — $ — $ 509,993 $ — $ — Javlin Capital, LLC, Convertible Note 646,901 19,488 — — — 19,488 Javlin Capital, LLC, C-2 Preferred Units 537,229 — — — — — Total $ 1,875,202 $ 19,488 $ — $ 509,993 $ — $ 19,488 *Gross additions include increases in the cost basis of the SSN is fully recovered, any future distributions will be recorded as realized gains.resulting from new portfolioduring the the six months ended December 31, 2023.Affiliated Companies Fair Value at June 30, 2023 Gross Additions (Cost) Gross Reductions (Cost) Net unrealized
gains (losses)Fair Value at December 31, 2023 Interest
incomeDividend
incomeOther
incomeNet realized
gains (losses)— — — — — — — — — Total $ — $ — $ — $ — $ — $ — $ — $ — $ — amortizationexisting credit agreements, as of unearned income,and for the exchangethe six months ended December 31, 2023:Security Name PIK Rate - Capitalized PIK Rate - Paid as cash Maximum Current PIK Rate Aventiv Technologies, LLC - First Lien Term Loan 3.89 % 6.61 % — % (A) Shutterfly Finance, LLC - Second Lien Term Loan 4.00 % — % 4.00 % oneinterest accruing in cash to be payable in kind.June 30, 2023 Portfolio Company /
Security TypeIndustry Acquisition
DateCoupon/Yield (b) Floor Legal
MaturityPrincipal/
QuantityAmortized Cost (d) Fair Value (c) % of Net Assets Non-Control/Non-Affiliate Investments (less than 5.00% voting control): Telecommunications 7/31/2019 3ML+4.50% (10.23%) 1.00 11/1/2024 $ 1,918,782 $ 1,871,317 $ 1,918,782 13.06 % Beverage, Food & Tobacco 2/2/2022 3ML+4.00% (9.54%) 0.75 6/9/2028 972,470 972,281 920,151 6.26 % Services: Consumer 4/18/2023 6M SOFR+6.75% (12.51%) 1.00 7/31/2026 725,238 723,343 499,544 3.40 % Media: Broadcasting & Subscription 12/16/2021 1ML SOFR+5.25% (10.45%) 0.50 12/21/2028 977,525 977,525 971,690 6.61 % Services: Business 4/21/2022 3M SOFR+4.75% (9.80%) 0.75 4/26/2029 740,634 727,834 710,099 4.83 % Automotive 3/24/2021 6M SOFR+5.00% (10.25%) 1.00 3/30/2027 473,788 470,727 470,696 3.20 % Healthcare & Pharmaceuticals 11/22/2021 1ML+3.50% (8.69%) 0.75 2/14/2025 475,805 475,174 467,003 3.18 % Consumer goods: Durable 7/27/2021 3M SOFR+3.50% (9.00%) 0.75 7/28/2028 705,000 703,653 678,492 4.62 % Services: Business 4/2/2019 3ML+5.50% (10.80%) 1.00 12/20/2024 1,920,012 1,920,012 1,797,820 12.24 % Consumer goods: Non-Durable 5/26/2021 3M SOFR+1.00% (10.26%) 0.75 6/1/2028 1,004,619 997,560 669,880 4.56 % Services: Consumer 3/12/2021 1ML + 5.50% (10.69%) 0.75 3/17/2026 1,063,719 1,055,986 1,062,278 7.23 % Wholesale 11/18/2019 3ML+5.00% (10.30%) — 4/16/2026 1,929,648 1,917,882 1,662,469 11.31 % Services: Consumer 7/22/2021 3M SOFR+4.25% (9.75%) — 11/20/2026 1,225,000 1,225,000 1,179,920 8.03 % Telecommunications 4/5/2019 1M SOFR+4.25% (9.45%) — 11/29/2025 422,120 412,170 405,431 2.76 % Healthcare & Pharmaceuticals 4/2/2019 3ML+5.50% (10.98%) — 10/1/2025 2,012,571 1,995,203 1,948,131 13.26 % Total Senior Secured Loans-First Lien $ 16,445,667 $ 15,362,386 104.55 % Shutterfly Finance, LLC Media: Diversified and Production 6/5/2023 10.24% ( PIK plus 5.00% cash) 1.00 10/1/2027 $ 1,764,000 $ 1,758,303 $ 1,416,049 9.64 % Total Senior Secured Loans-Second Lien $ 1,758,303 $ 1,416,049 9.64 % CURO Group Holdings Corp. Financial 11/18/2021 7.50 % N/A 8/1/2028 $ 750,000 $ 752,867 $ 271,899 1.85 % Total Senior Secured Notes $ 752,867 $ 271,899 1.85 % Apidos CLO XXIV Structured Finance 5/17/2019 26.91 % N/A 10/20/2030 $ 250,000 $ 166,533 $ 163,123 1.11 % Apidos CLO XXVI Structured Finance 7/25/2019 12.85 % N/A 7/18/2029 250,000 188,599 164,613 1.12 % California CLO IX, Ltd. Structured Finance 12/13/2019 24.51 % N/A 7/16/2032 500,000 265,278 240,926 1.64 % Carlyle Global Market Strategies CLO 2014-4-R, Ltd. Structured Finance 4/7/2017 13.21 % N/A 7/15/2030 250,000 174,426 154,469 1.05 % Carlyle Global Market Strategies CLO 2017-5, Ltd. Structured Finance 12/18/2017 5.14 % N/A 1/22/2030 500,000 422,204 319,644 2.18 % Galaxy XIX CLO, Ltd. Structured Finance 12/5/2016 12.16 % N/A 7/24/2030 250,000 174,231 126,513 0.86 % Structured Finance 7/19/2017 — % N/A 10/29/2029 250,000 167,080 116,952 0.80 % Structured Finance 11/6/2015 — % N/A 4/22/2030 250,000 133,019 110,817 0.75 % Madison Park Funding XIV, Ltd. Structured Finance 11/16/2015 19.33 % N/A 10/22/2030 250,000 189,166 152,446 1.04 % Structured Finance 12/1/2017 — % N/A 7/16/2029 850,000 401,984 231,504 1.58 % June 30, 2023 Portfolio Company /
Security TypeIndustry Acquisition
DateCoupon/Yield (b) Floor Legal
MaturityPrincipal/
QuantityAmortized Cost (d) Fair Value (c) % of Net Assets Octagon Investment Partners XV, Ltd. Structured Finance 5/23/2019 11.77 % N/A 7/19/2030 $ 500,000 $ 283,882 $ 244,193 1.66 % Structured Finance 1/6/2016 18.87 % N/A 2/14/2031 387,538 241,912 188,503 1.28 % Octagon Investment Partners 30, Ltd. Structured Finance 11/16/2017 3.12 % N/A 3/17/2030 475,000 354,696 284,479 1.94 % Octagon Investment Partners 31, Ltd. Structured Finance 12/20/2019 13.52 % N/A 7/20/2030 250,000 148,955 138,013 0.94 % Octagon Investment Partners 36, Ltd. Structured Finance 12/20/2019 19.80 % N/A 4/15/2031 500,000 380,983 320,718 2.18 % Octagon Investment Partners 39, Ltd. Structured Finance 1/9/2020 22.80 % N/A 10/21/2030 250,000 204,843 196,987 1.34 % Structured Finance 1/17/2017 — % N/A 4/30/2027 275,000 147,499 — — % Structured Finance 5/16/2019 — % N/A 1/26/2031 1,500,000 697,068 456,140 3.10 % Sound Point CLO VII-R, Ltd. Structured Finance 8/23/2019 15.65 % N/A 10/23/2031 150,000 61,100 45,533 0.31 % Sound Point CLO XVIII, Ltd. Structured Finance 5/16/2019 3.39 % N/A 1/21/2031 250,000 190,013 144,187 0.98 % Structured Finance 11/1/2017 — % N/A 7/22/2030 325,000 199,070 103,140 0.70 % Venture XXXIV CLO, Ltd. Structured Finance 7/30/2019 19.40 % N/A 10/15/2031 250,000 217,261 196,420 1.34 % Structured Finance 6/9/2016 0.49 % N/A 10/15/2030 278,312 164,330 121,672 0.83 % Voya CLO 2016-1, Ltd. Structured Finance 1/22/2016 10.97 % N/A 1/21/2031 250,000 190,279 165,765 1.13 % Total Structured Subordinated Notes $ 5,764,411 $ 4,386,757 29.85 % ACON IWP Investors I,
L.L.C.Healthcare & Pharmaceuticals 4/30/2015 N/A N/A N/A $ 472,357 $ 472,357 $ 465,000 3.16 % FullBeauty Brands Holding, Common Stock Retail 2/7/2019 N/A N/A N/A 72 198,026 13,096 0.09 % Total Equity/Other $ 670,383 $ 478,096 3.25 % Total Portfolio Investments $ 25,391,631 $ 21,915,187 149.14 % more existing securities for one"L") or more new securitiesSecured Overnight Financing Rate ("SOFR") which resets monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR, SOFR or the prime lending rate ("Prime") and the movementcurrent contractual interest rate in effect at June 30, 2023. Certain investments are subject to a LIBOR, SOFR or Prime interest rate floor. The one-month ("1ML"), three-month ("3ML"), and six-month ("6ML") LIBOR rates are based on the applicable LIBOR rate for each investment on its reset date. The one-month ("1M SOFR") and three-month ("3M SOFR") SOFR rates are based on the applicable SOFR rate for each investment on its reset date.an existing portfolio companyDirectors (see Note 2).this categoryaccount assumptions which have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.Portfolio Company Investment Follow-On Acquisition Dates Follow-On Acquisitions (Excluding initial investment cost) Aventiv Technologies, LLC (f/k/a Securus Technologies Holdings, Inc.) Senior Secured Loans-First Lien 8/2/2019 908,750 Octagon Investment Partners XXI, Ltd. Structured Subordinated Notes 2/14/2019 35,015 Staples, Inc. Senior Secured Loans-First Lien 2/3/2020 980,031 ViaPath Technologies (f/k/a Global Tel*Link Corporation) Senior Secured Loans-First Lien 7/9/2019, 7/16/2019 1,436,250 Voya IM CLO 2013-1, Ltd. Structured Subordinated Notes 10/17/2017, 7/1/2019 20,584 Wellpath Holdings, Inc. (f/k/a Correct Care Solutions Group Holdings, LLC) Senior Secured Loans-First Lien 4/10/2019, 7/25/2019 1,327,000 different category.**Gross reductions include decreases infinancial institution and broadly distributed.investments resulting from principal collections relatedthe SSN is fully recovered, any future distributions will be recorded as realized gains.investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement ofbe an existing portfolio company out of this category into a different category.(b)Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate spread.As of September 30, 2017, the three-month London Interbank Offered Rate, or LIBOR, was 1.33500%.(c)Fair value and market value are determined by the Company’s board of directors (see Note 7.)(d)Security held within TPJ Holdings, Inc., a wholly-owned subsidiary of the Company. See Note 2 for a dicussion on the basis of consolidation.(e)The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire any asset other than a qualifying asset, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the business development company’s total assets. As of September 30, 2017, 100% of the Company’s total assets represented qualifying assets.(f)See Note 5 for a discussion of the tax cost of the portfolio.The accompanying notes are an integral part“Affiliated company” of these statements. 8 TRITON PACIFIC INVESTMENT CORPORATION, INC.CONSOLIDATED SCHEDULE OF INVESTMENTSAS OF DECEMBER 31, 2016 Portfolio Company Footnotes Industry Rate(b) Base Rate Floor Maturity Principal Amount/ Number of Shares Amortized Cost(f) Fair Value(c) Senior Secured Loans—First Lien—51.11% California Pizza Kitchen, Inc. Beverage, Food & Tobacco L+6.00% (7.00%) 1.0 % 8/19/2022 $ 349,125 $ 345,842 $ 348,326 CareCentrix, Inc. Healthcare & Pharmaceuticals L+5.00% (6.00%) 1.0 % 7/8/2021 197,500 193,575 196,266 CRCI Holdings, Inc. Business Services L+5.50% (6.50%) 1.0 % 8/31/2023 349,125 345,794 349,851 Curo Health Services Holdings, Inc. Healthcare & Pharmaceuticals L+5.50% (6.50%) 1.0 % 2/7/2022 122,813 121,909 123,785 Deluxe Entertainment Services Group, Inc. Media: Diversified and Production L+6.00% (7.00%) 1.0 % 2/28/2020 350,000 340,080 347,375 FHC Health Systems, Inc. Healthcare & Pharmaceuticals L+4.00% (5.00%) 1.0 % 12/23/2021 122,812 121,970 119,742 Flavors Holdings, Inc. Tranche B Beverage, Food & Tobacco L+5.75% (6.75%) 1.0 % 4/3/2020 110,938 107,998 90,414 GK Holdings, Inc. Business Services L+5.50% (6.50%) 1.0 % 1/20/2021 122,500 121,847 121,888 Global Healthcare Exchange, LLC Healthcare & Pharmaceuticals L+4.25% (5.25%) 1.0 % 8/15/2022 148,132 148,140 149,583 GTCR Valor Companies, Inc. Business Services L+6.00% (7.00%) 1.0 % 6/16/2023 348,250 335,050 345,856 IG Investments Holdings, LLC Business Services L+5.00% (6.00%) 1.0 % 10/29/2021 348,187 346,539 351,146 Imagine Print Solutions, LLC Business Services L+6.00% (7.00%) 1.0 % 3/30/2022 248,125 244,986 252,467 Jackson Hewitt, Inc. Business Services L+7.00% (8.00%) 1.0 % 7/30/2020 196,000 193,020 189,385 Mister Car Wash, Inc. Automotive Repair, Services, and Parking L+4.25% (5.25%) 1.0 % 8/20/2021 121,875 121,036 122,459 Moran Foods, LLC Beverage, Food & Tobacco L+6.00% (7.00%) 1.0 % 12/5/2023 350,000 339,619 350,000 Paradigm Acquisition Corp. Healthcare & Pharmaceuticals L+5.00% (6.00%) 1.0 % 6/2/2022 123,125 121,537 122,560 Polycom, Inc. High Tech Industries L+6.50% (7.50%) 1.0 % 9/27/2023 338,479 324,979 341,441 Pre-Paid Legal Services, Inc Consumer Services L+5.25% (6.25%) 1.0 % 7/1/2019 350,000 349,125 351,750 Raley’s Beverage, Food & Tobacco L+6.25% (7.25%) 1.0 % 5/18/2022 295,823 295,823 299,151 Ranpak Corp. Paper and Allied Products L+3.25% (4.25%) 1.0 % 10/1/2021 114,506 114,297 115,294 SITEL Worldwide Corporation Business Services L+5.50% (6.50%) 1.0 % 9/20/2021 197,500 196,488 197,994 SiteOne Landscape Supply LLC Business Services L+4.50% (5.50%) 1.0 % 9/20/2021 347,379 344,506 350,094 SolarWinds, Inc. High Tech Industries L+4.50% (5.50%) 1.0 % 2/3/2023 248,750 236,913 252,237 Strike, LLC Energy: Oil & Gas L+3.75% (10.75%) 7.0 % 11/30/2022 350,000 339,692 346,500 TIBCO Software, Inc. High Tech Industries L+5.50% (6.50%) 1.0 % 12/4/2020 122,813 121,067 123,555 TruGreen Limited Partnership Consumer Services L+5.50% (6.50%) 1.0 % 4/13/2023 348,250 343,532 353,909 Verdesian Life Sciences LLC Wholesale Trade-Nondurable Goods L+5.00% (6.00%) 1.0 % 7/1/2020 221,546 220,054 198,285 Vivid Seats Ltd. Consumer Services L+5.75% (6.75%) 1.0 % 10/12/2022 250,000 245,197 250,000 Total Senior Secured Loans—First Lien $ 6,793,553 $ 6,680,615 $ 6,761,313 Senior Secured Loans—Second Lien—14.87% Cheddar’s Casual Café, Inc. Retail L+9.75% (10.75%) 1.0 % 1/4/2023 750,000 712,500 712,500 Flavors Holdings, Inc. Beverage, Food & Tobacco L+10.00% (11.00%) 1.0 % 10/7/2021 125,000 121,619 75,000 FullBeauty Brands Holding High Tech Industries L+9.00% (10.00%) 1.0 % 10/13/2023 250,000 218,269 173,750 GK Holdings, Inc. Business Services L+9.50% (10.50%) 1.0 % 1/21/2022 125,000 123,197 126,250 Oxbow Carbon LLC Metals & Mining L+7.00 (8.00%) 1.0 % 1/19/2020 250,000 237,142 245,625 Rocket Software, Inc. Business Services L+9.50% (10.50%) 1.0 % 10/14/2024 500,000 490,281 508,595 SCS Holdings I Inc. High Tech Industries L+9.50% (10.50%) 1.0 % 10/13/2023 125,000 121,983 125,938 Total Senior Secured Loans—Second Lien $ 2,125,000 $ 2,024,991 $ 1,967,658 Subordinated Convertible Debt—4.89% Javlin Capital LLC Subordinated Convertible Note (a) (e) Specialty Finance 6.00% 3/31/2020 646,901 646,901 646,901 Total Subordinated Convertible Debt $ 646,901 $ 646,901 $ 646,901 Equity/Other—9.29% ACON IWP Investors I, L.L.C. (a) Healthcare & Pharmaceuticals 500,000 500,000 691,072 Javlin Capital LLC Class C-2 Preferred Units (a) (d) (e) Specialty Finance 214,286 750,000 537,229 Total Equity/Other 714,286 $ 1,250,000 $ 1,228,301 TOTAL INVESTMENTS—80.16% $ 10,602,507 $ 10,604,173 OTHER ASSETS IN EXCESS OF LIABILITIES—19.84% $ 2,624,529 NET ASSETS - 100.00% $ 13,228,702 Affiliated Companies (a)Fair Value at June 30, 2022Affiliated investment as defined by the 1940 Act, whereby the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities and the investments are not classified as controlled investments. Affiliated funds that are managed by an affiliate of Triton Pacific Adviser, LLC also hold investments in this security. The aggregate fair value of non-controlled, affiliated investmentsGross Additions (Cost)Gross Reductions (Cost) Net unrealized
gains (losses)Fair Value at December 31, 2016 represented 14.23% of the Company’s net assets. Fair value as of December 31, 2016 along with transactions during the period ended December 31, 2015 in affiliated investments were as follows:June 30, 2023Interest
incomeDividend
incomeOther
incomeNet realized
gains (losses)— — — — — — — — — Total $ — $ — $ — $ — $ — $ — $ — $ — $ — Year Ended December 31, 2016 Non-controlled, Affiliated Investments Fair Value at December 31, 2015 Gross Additions (Cost)* Gross Reductions (Cost)** Fair Value at December 31, 2016 Net Realized Gain (Loss) Interest & Dividends Credited to Income ACON IWP Investors I, L.L.C. $ 738,266 $ — $ — $ 691,072 $ — $ — Javlin Capital, LLC, Convertible Note 609,219 37,682 — 646,901 — 37,682 Javlin Capital, LLC, C-2 Preferred Units 750,000 — — 537,229 — — Total $ 2,097,485 $ 37,682 $ — $ 1,875,202 $ — $ 37,682 *Gross additions include increasescost basis ofschedule represents the current interest rate in effect for these investments.resulting from new portfolio investments,including the maximum annual PIK interest rate allowed under the amortizationexisting credit agreements, as of unearned income,and for the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.**Gross reductions include decreases in the cost basis of investments resulting from principal collections relatedyear ended June 30, 2023:Security Name PIK Rate - Capitalized PIK Rate - Paid as cash Maximum Current PIK Rate Rising Tide Holdings, Inc. - First Lien Term Loan 3.75 % — % 3.75 % Shutterfly Finance, LLC - Second Lien Term Loan — % 4.00 % 4.00 % investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.(b)The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2016. Certain investments are subject to a LIBOR or Prime interest rate floor. As of December 31, 2016, the three-month London Interbank Offered Rate, or LIBOR, was 0.99789%.(c)Fair value and market value are determined by the Company’s board of directors (see Note 7.)(d)Security held within TPJ Holdings, Inc., a wholly-owned subsidiary of the Company. See Note 2 for a discussion on the basis of consolidation.(e)The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire any asset other than a qualifying asset, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the business development company’s total assets. As of December 31, 2016, 91.87% of the Company’s total assets represented qualifying assets.(f)See Note 5 for a discussion of the tax cost of the portfolio.The accompanying notes are an integral part of theseconsolidated financial statements.9– DESCRIPTION- NATURE OF BUSINESSTriton Pacific Investment Corporation,OPERATIONSpublicly registered, non-traded fund focused on private equity, structuredan externally managed, non-diversified, closed-end 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”). Our investment objective is to generate current income and, as a secondary objective, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Under normal market conditions, we will invest at least 80% of our net assets (plus any borrowings for investment purposes) in floating rate loans and other income producing investments. We intend to meet our investment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $2.5 billion. We expect that at least 70% of our portfolio of investments will consist primarily makes structuredof directly originated or syndicated senior secured first lien loans, directly originated or syndicated senior secured second lien loans, and to a lesser extent, subordinated debt, and that up to 30% of our portfolio of investments will consist of other securities, including private equity (both common and preferred), dividend-paying equity, royalties, and the equity and junior debt investments in smalltranches of a type of pools of broadly syndicated loans known as collateralized loan obligations (“CLOs”), which we also refer to mid-sized private U.S. companies. Structured equity refers to derivative investment products, including convertibleas subordinated structured notes and warrants, designed to facilitate highly customized risk-return objectives.(“SSNs”). Pursuant to theour Articles of Incorporation, as amended, restated and supplemented, the Company is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 per share. Additionally, the Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.001 per share. The Company is currently offeringpreviously offered for sale a maximum of $300,000,000 of shares of common stock on a “best efforts” basis pursuant to a registration statement on Form N-2 filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the "Securities Act"), which first became effective on September 4, 2012 (the “Offering”). On June 25, 2014, the Company met its minimum offering requirement of $2,500,000 and released all shares held in escrow.The On and effective February 19, 2021, the Company invests either alone or togetherterminated the Offering and, as a result, the Company's Amended and Restated Dealer Manager Agreement, dated August 6, 2020, with otherTriton Pacific Securities, LLC (“TPS”) terminated in accordance with its terms and TPS ceased serving as the Company's dealer manager effective as of such date. Effective September 19, 2022, the Company engaged Preferred Capital Securities, LLC (“PCS”) as the Company’s dealer manager for the Company’s offering to “accredited investors” (within the meaning of Rule 501(a) under the Securities Act) of shares of its common stock (the “Private Offering”) on the terms and conditions set forth in the Company’s confidential private equity sponsors.placement memorandum. The Company is relying on the exemption provided by Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act in connection with the Private Offering. On September 13, 2023, the Company filed with the SEC an externally managed, non-diversified closed-endinitial registration statement on Form N-2 for the offer and sale of up to $300,000,000 shares of its Class S, Class D and Class I common stock (the “Multi-Class Offering”). In connection with the Multi-Class Offering, the Company intends to authorize the issuance of separate classes of its common stock and designate such classes Class S, Class D and Class I common stock, respectively (the "Common Stock"). The registration statement has not been declared effective by the SEC and no Common Stock may be sold in connection with the Multi-Class Offering until such registration statement is declared effective by the SEC. company that has electedadviser, and Prospect Administration LLC (the "Administrator"), an affiliate of PFIM and our new investment advisor, Prospect Capital Management L.P. (the “Adviser”), became our administrator.treatedconducted by the Adviser as a business development company, or BDC, underwere conducted by PFIM. On November 5, 2021, we amended and restated the Investment Company ActAdvisory Agreement (the “Amended and Restated Advisory Agreement”) to reduce the advisory fees payable thereunder, effective as of 1940, orJanuary 1, 2022 and until the Company Act. As a BDC, the Company is required to comply with certain regulatory requirements. The Company has elected to be treated for U.S. federal income tax purposes, and intends to annually qualify as a regulated investment company, or RIC, under Subchapter Mone year anniversary of the Internal Revenue codelisting of 1986, as amended, orour common stock on a national securities exchange. The Amended and Restated Advisory Agreement was unanimously approved by our Board of Directors, including by all of the Code.directors who are not “interested persons” (as defined in the 1940 Act), and became effective on January 1, 2022. The Company has one wholly-owned subsidiary through which it holds interestAmended and Restated Advisory Agreement was most recently approved by our Board of Directors, including all of our directors who are not “interested persons” (as defined in a non-controlled, affiliated portfolio company. The consolidated financial statements include both the Company’s accounts1940 Act), on June 15, 2023. See “Note 4 - Related Party Transactions and the accounts of its wholly-owned subsidiary. All significant intercompany transactions have been eliminated in consolidation. The Company’s consolidated subsidiary is subject to U.S. federal and state income taxes. No taxes were accrued or paid by the wholly-owned subsidiaryArrangements - Investment Advisory Agreement” for the three and nine months ended September 30, 2017 and 2016.Triton Pacific Adviser, LLC (“Adviser”) serves as the Investment Adviser and TFA Associates, LLC (“TFA”) serves as the Administrator. Each of these entities are affiliated with Triton Pacific Group, Inc., a private equity investment management firm, and its subsidiary Triton Pacific Capital Partners, LLC, a private equity investment fund management company, each focused on debt and equity investments for small to mid-sized private companies.Securities and Exchange Commission (“SEC”)SEC under the Investment Advisers Act of 1940, as amended, or the Advisers Act. The Adviser oversees the management of the Company’sour activities and is responsible for making the investment decisions with respect to our investment portfolio, subject to the oversight of our Board of Directors.portfolio.– SUMMARY OF- SIGNIFICANT ACCOUNTING POLICIESPresentation.ThesePresentation and Consolidation. The accompanying interim consolidated financial statements have been prepared in accordance with accounting principlesUnited States generally accepted in the United States of Americaaccounting principles (“GAAP”) for interim financial information including accountingand pursuant to the requirements for investment companies underreporting on Form 10-Q, ASC Topic 946, Financial Services—Investment Companies (“ASC 946”), and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the rules and regulations of the Securities and Exchange Commission for interim financial statements. Theseannual consolidated financial statements reflect all adjustments and accrualsprepared in accordance with GAAP are omitted. The current period’s results of a normal recurring nature that, in the opinion of management, areoperations will not necessarily be indicative of results expectedthat ultimately may be achieved for any future period. These interim, unauditedthe fiscal year ending June 30, 2024. Our consolidated financial statements include the accounts of PFLOAT and related notes should be readthe SPV. All intercompany balances and transactions have been eliminated in conjunction with the financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2016.unauditedthe consolidated financial statements in conformityaccordance with GAAP requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenuesincome, expenses, and expensesgains and losses during the reportingreported period. ActualChanges in the economic environment, financial markets, creditworthiness of the issuers of our investment portfolio and any other parameters used in determining these estimates could cause actual results to differ, and these differences could differ from those estimates.10which are members ofhas exceeded the Federal Deposit Insurance Corporation.Corporation ("FDIC") insured limit. The Company maintains cash balances that may exceed federally insured limits.Valuationhas not incurred any losses on these accounts, and the credit risk exposure is mitigated by the financial strength of Portfolio Investments.the banking institutions where the amounts are held. The Company determineshad restrictions prior to September 21, 2023 on the net assetuses of the cash held by Prospect Flexible Funding, LLC based on the terms of the Credit Facility. Cash, cash equivalents and restricted cash are carried at cost, which approximates fair value. Cash equivalents are classified as Level 1 in the fair value hierarchy. As of December 31, 2023 and June 30, 2023, cash equivalents were $4,994,925 and $4,997,938, respectively.itsour investments on a quarterly basis (as discussed in Investment Valuation below), with quarter over quarter fluctuations in fair value reflected as a net change in unrealized gains (losses) from investments in the ConsolidatedStatements of Operations.each quarter. Securities that are publicly-traded are valued aton a quarterly basis, with any unrealized gains and losses reflected in net increase (decrease) in net assets resulting from operations on our Consolidated Statements of Operations. To value our investments, we follow the reported closing price on the valuation date. Securities that are not publicly-traded are valued at fair value as determined in good faith by the Company’s boardguidance of directors. In connection with that determination, the Adviser provides the Company’s board of directors with portfolio company valuations which are based on relevant inputs which may include indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and also may include valuations prepared by third-party valuation services.Accounting Standards Codification TopicASC 820,Fair Value Measurements and DisclosureMeasurement (“ASC 820”), or ASC Topic 820, issued by the Financial Accounting Standards Board, clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820that defines fair value, establishes a framework for measuring fair value in conformity with GAAP, and requires disclosures about fair value measurements. In accordance with ASC 820, the fair value of our investments is defined as the price that we would be received from the sale ofreceive upon selling an asset or paid to transfer a liabilityinvestment in an orderly transaction betweento an independent buyer in the principal or most advantageous market participantsin which that investment is transacted. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted2. Quoted prices for similar securitiesassets or liabilities in active markets, andor quoted prices for identical securities where there is little or no activitysimilar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.market;fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and Level 3, defined as unobservable inputsconsiders factors specific to each investment.little or no market data exists, therefore requiring an entity to develop its own assumptions.the Company undertakesor when such market quotations are deemed not to represent fair value, due to factors such as volume and frequency of price quotes, our Board of Directors has approved a multi-step valuation process each quarter, as described below:●the Company’s quarterly valuation process begins with the Adviser’s management team providing a preliminary valuation of each portfolio company or investment to the Company’s board of directors, which valuation may be obtained from an independent valuation firm or Adviser, if applicable;●preliminary valuation conclusions are then documented and discussed with the Company’s board of directors;●the Company’s board of directors reviews the preliminary valuation and the Adviser’s management team, together with its independent valuation firm, if applicable, responds and supplements the preliminary valuation to reflect any comments provided by the board of directors; and●the Company’s board of directorsbelow. fair value of each investment in the Company’s portfolio in good faith based on various statistical and other factors, including the input and recommendation of the Adviser and any third-party valuation firm, if applicable.Determination of fair value involves subjective judgmentsof each investment in our portfolio in good faith based on the input of the Adviser, the respective independent valuation firm and estimates. Accordingly, these notesthe Audit Committee.Company’s financial statements referprocess described above.uncertainty with respectbase interest rate charged; the nature and realizable value of any collateral; the issuer’s ability to make payments and its earnings and discounted cash flow; the possible effect of such valuations and any changemarkets in such valuations onwhich the Company’s financial statements. Below is a description of factors that the Company’s board of directors may consider when valuing the Company’s debt and equity investments.Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put featuresissuer does business; comparisons to publicly traded securities; and other relevant terms of the debt. Forfactors.without readily available market prices, the Company may incorporate these factors intothat are classified as Level 3 are valued utilizing a yield technique, enterprise value (“EV”) technique, net asset value technique, asset recovery technique, discounted cash flow modelstechnique, or a combination of techniques, as appropriate. The yield technique uses loan spreads for loans and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV technique, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to arrive atone another (i.e., “waterfall” allocation). To determine the EV, we typically use a market (multiples) valuation approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent merger and acquisitions transactions, and/or a discounted cash flow technique. The net asset value technique, an income approach, is used to derive a value of an underlying investment by dividing a relevant earnings stream by an appropriate capitalization rate. For this purpose, we consider capitalization rates for similar properties as may be obtained from guideline public companies and/or relevant transactions. The asset recovery technique is intended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow technique converts future cash flows or earnings to a range of fair value. Othervalues from which a single estimate may be derived utilizing an appropriate discount rate. The fair value measurement is based on the net present value indicated by current market expectations about those future amounts.Company’s boardnature and realizable value of directors may considerany collateral; the portfolio company’s ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer companies; the principal market; and enterprise values, among other factors.borrower’s ability to adequately service its debt,following: market value of the portfolio company in relationfinancial instrument.the face amount of its outstanding debt and the quality of collateral securing the Company’s debt investments. The determination of fair market value for the equity positions were determined by considering, among other factors, various income scenarios and multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues, waterfall and liquidation priority and market comparables, book value multiples, economic profits and portfolio multiples.11The fair values of the Company’s investments are determined in good faith by the Company’s board of directors. The Company’s board of directors is solely responsible for the valuation of the Company’s portfolio investments at fair value as determined in good faithperform pursuant to the terms of their agreements with us.valuation policy and consistently applied valuation process.Revenue Recognition.Security transactions are accounted forcontrol can directly or indirectly have a material adverse impact on the trade date. The Company records interestand our portfolio companies.basis tobasis. Accretion of such purchase discounts or amortization of such premiums is calculated using the extent it expects to collect such amounts.effective interest method as of the settlement date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or bond, any unamortized discount or premium is recorded as interest income. The Company records dividend income on the ex-dividend date. The Company does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. Loan origination fees, original issue discount and market discountLoans are capitalized, andplaced on non-accrual status when there is reasonable doubt that principal or interest will be collected. Unpaid accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans are either applied to the Company amortizes such amounts ascost basis or interest income, overdepending upon management’s judgment of the respective termcollectibility of the loan or security. Upon the prepayment ofreceivable. Non-accrual loans are restored to accrual status when past due principal and interest is paid and in management’s judgment, is likely to remain current and future principal and interest collections when due are probable. Interest received and applied against cost while a loan or security,is on non-accrual, and PIK interest capitalized but not recognized while on non-accrual, is recognized prospectively on the effective yield basis through maturity of the loan when placed back on accrual status, to the extent deemed collectible by management. As of December 31, 2023 and June 30, 2023, the Company did not have any unamortized loan origination fees and original issue discount are recorded as interest income.loans on non-accrual status. Upfront structuring fees are recorded as fee income when earned. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.Paid-In-KindcompanyCompany has certain investments in its portfolio that contain a payment-in-kind (“PIK”)PIK interest provision, which represents contractual interest or dividends that are added to the principal balance and recorded as income. For the three months ended September 30, 2017December 31, 2023 and 2016,2022, PIK interest included in interest income includedtotaled $36,876 and $0, and $9,540 of PIK interest, respectively. For the ninesix months ended September 30, 2017December 31, 2023 and 2016,2022, PIK interest included in interest income included $19,488totaled $58,870 and $27,994 of PIK interest,$162 respectively. The Company stops accruing PIK interest when it is determined that PIK interest is no longer collectible. As of July 1, 2017, the Company has stopped accruing PIK interest on the subordinated convertible note made by Javlin Financial LLC. To maintain RIC tax treatment, and to avoid corporate tax, substantially all of this income must be paid out to the stockholders in the form of distributions, even though the Company has not yet collected the cash. Gains or Losses, and Net Change in Unrealized AppreciationGains or Depreciation.Losses. Gains or losses on the sale of investments are calculated by using the specific identification method. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are realized.Capital Gains Incentive Fees. The Company has entered into an investment advisory agreement with the Adviser dated as of July 27, 2012. Pursuant to the terms of the investment advisory agreement, the Incentive Fee shall be determinedpayable in arrears as of the end of each quarter, upon liquidation of the Company or upon termination of this Agreement, as of the termination date, and shall equal 20.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each quarter, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Incentive Fees. There was no fee earned for the three months ended September 30, 2017. The fee for the nine months ended September 30, 2017 was ($334), of which ($13,124) was for Incentive Fees calculated on unrealized gains.For purposes of calculating the foregoing: (1) the calculation of the Incentive Fee shall include any capital gains that result from cash distributions that are treated as a return of capital; (2) any such return of capital shall be treated as a decrease in the Company’s cost basis of an investment; and (3) all fiscal year-end valuations shall be determined by the Company in accordance with generally accepted accounting principles, applicable provisions of the Company Act (even if such valuation is made prior to the date on which the Company has elected to be regulated as a BDC) and the Company’s pricing procedures. In determining the Incentive Fee payable to the Adviser, the Company will calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each of the investments in its portfolio. For this purpose, aggregate realized capital gains, if any, will equal the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since inception. Aggregate realized capital losses will equal the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment since inception. Aggregate unrealized capital depreciation will equal the sum of the difference, if negative, between the valuation of each investment as of the applicable date and the original cost of such investment. At the end of the applicable period, the amount of capital gains that serves as the basis for the Company’s calculation of the Incentive Fees will equal the aggregate realized capital gains less aggregate realized capital losses and less aggregate unrealized capital depreciation with respect to its portfolio of investments. If this number is positive at the end of such period, then the Incentive Fees for such period will be equal to 20% of such amount, less the aggregate amount of any Incentive Fees paid in respect of its portfolio in all prior periods.12Offering Costs.The Company will incur certain expenses in connection with registering to sell shares of its common stock in connection with the Offering. These costs principally relate to professional and filing fees. Upon recognition or repayment to the Adviser of these costs, they will be capitalized as deferred offering expenses and then subsequently expensed over a 12-month period. The Adviser may reimburse the Company for all or part of these amounts pursuant to the Expense Support and Conditional Reimbursement Agreement (“Expense Reimbursement Agreement”) discussed below. As of September 30, 2017, and December 31, 2016, $3,314,687 and $2,765,662, respectively, of offering costs have been reclassified and included as part of the Expense Reimbursement Agreement and accordingly included in Reimbursement due from the Adviser.Distributions.Distributions to the Company’s stockholders are recorded as of the record date. Subject to the discretion of the Company’s board of directors and applicable legal restrictions, the Company intends to authorize and declare ordinary cash distributions on a monthly basis and pay such distributions on a monthly basis. for federal income tax purposes, and intends to annually qualify thereafter, as a regulated investment company (“RIC”) under Subchapter M of the Code. Generally,Internal Revenue Code of 1986, as amended (the “Code”), and intends to continue to comply with the requirements of the Code applicable to RICs. As a RIC, the Company is exempt from federal income taxes if it distributesrequired to distribute at least 90% of “Investment Company Taxable Income,” as defined in the Code, each year. Dividends paid up to 8.5 months after the current tax year can be carried back to the prior tax year for determining the dividends paid in such tax year. The Companyits investment company taxable income and intends to distribute sufficient(or retain through a deemed distribution) all of its investment company taxable income and net capital gain to stockholders; therefore, the Company has made no provision for income taxes. The character of income and gains that the Company will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to maintain its RIC status each year. Thepaid-in capital. is also subject to nondeductible federal excise taxes if it does not distribute (or is not deemed to have distributed) at least 98% of netits annual ordinary income and 98.2% of its net capital gaingains in the calendar year earned, it will generally be required to pay an excise tax equal to 4% of the amount by which 98% of its annual ordinary income and 98.2% of its capital gains exceeds the distributions from such taxable income for the year. To the extent that the Company determines that its estimated current year annual taxable income will be in excessandon estimated excess taxable income. As of December 31, 2023, the Company expects to have no excise tax due for the 2023 calendar year. As of December 31, 2023, the Company has accrued $0 of excise tax for this period.recognized and undistributedtaxable year, it would be subject to tax on all of its taxable income from prior years for which it paid no federal excise tax.at regular corporate income tax rates. The Company willwould not be able to deduct distributions to stockholders, nor would it be required to make distributions. Distributions would generally endeavor eachbe taxable to the Company’s individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of its current and accumulated earnings and profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Code, corporate distributions would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, to avoid any federal excise taxes.GAAP requires management to evaluate tax positions taken by the Company would be required to distribute to its shareholders its accumulated earnings and recognize a tax liabilityprofits attributable to non-RIC years. In addition, if the Company has taken anfailed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, it would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years. position that more likely than not would not be sustained upon examination by the Internal Revenue Service or other tax authorities. Management has analyzed the tax positions taken byshould be recognized, measured, presented, and disclosed in the Company, and has concluded that asconsolidated financial statements. ASC 740 requires the evaluation of September 30, 2017 and 2016, there are no uncertaintax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. Thecourse of preparing our 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 the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. As of December 31, 2023, the Company isdid not record any unrecognized tax benefits or liabilities. Management’s determinations regarding ASC 740 may be subject to routine auditsreview and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, its major tax jurisdiction is federal. The Company’s federal tax returns for the tax years ended December 31, 2020 and thereafter remain subject to examination by the Internal Revenue Service or other tax authorities, generally for three years after the tax returns are filed; however, there are currently no audits for any tax periods in progress.Pronouncements.In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 retains many current requirements for the classification and measurement of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted for public business entities. Management is currently evaluating the impact these changes will have on the Company’s consolidated financial statements and disclosures.13In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarified the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarified the implementation guidance regarding performance obligations and licensing arrangements. The new standard will become effective for the Company on January 1, 2018, with early application permitted to the effective date of January 1, 2017. is evaluatingconsiders the effectapplicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board. The Company has assessed currently issued ASUs and has determined that ASU 2014-09 willthey are not applicable or are expected to have minimal impact on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. The guidance does not apply to revenue associated with financial instruments, including loans and notes that are accounted for under other U.S. GAAP. As a result, the Company does not expect the new revenue recognition guidance to have a material impact on the elements of its consolidated statements of operations, most closely associated with financial instruments, including realized gains, fees, interest and dividend income. The Company plans to adopt the revenue recognition guidance in the first quarter of 2018. The Company’s implementation efforts include the identification of revenue within the scope of the guidance, as well as the evaluation of revenue contracts and related accounting policies. While the Company has not yet identified any material changes in the timing of revenue recognition, the Company’s review is ongoing, and it continues to evaluate the presentation of certain contract costs.In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU further clarifies how the predominance principle should be applied to cash receipts and payments relating to more than one class of cash flows. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. The ASU is to be applied retrospectively for each period presented. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated statement of cash flows.–- SHARE TRANSACTIONSthe Company’s common stock of PFLOAT during the ninethree and six months ended September 30, 2017December 31, 2023 and 2016: Nine months ended September 30, 2017 2016 Shares Amount Shares Amount Gross proceeds from Offering 362,028.61 $ 5,320,227 341,456.57 $ 5,109,288 Reinvestment of Distributions 16,105.02 214,336 11,178.05 155,067 Commissions and Dealer Manager Fees — (502,640 ) — (438,556 ) Net Proceeds to Company from Share Transactions 378,133.63 $ 5,031,923 352,634.62 $ 4,825,798 Three Months Ended December 31, 2023 Three Months Ended December 31, 2022 PFLOAT Class A Common Shares PFLOAT Class A Common Shares Shares Amount Shares Amount Shares issued through reinvestment of distributions 18,388 $ 107,933 19,727 $ 133,748 Repurchase of common shares (21,112) (113,371) (23,434) (155,832) Net (decrease)/increase from capital transactions (2,724) $ (5,438) (3,707) $ (22,084) Six Months Ended December 31, 2023 Six Months Ended December 31, 2022 PFLOAT Class A Common Shares PFLOAT Class A Common Shares Shares Amount Shares Amount Shares issued through reinvestment of distributions 36,803 $ 219,938 40,904 $ 287,029 Repurchase of common shares (41,075) (234,940) (45,252) (308,337) Net (decrease)/increase from capital transactions (4,272) $ (15,002) (4,348) $ (21,308) ContinuousPrior Public OfferingDuringnineCompany terminated the Offering.September 30, 2017December 31, 2023 and 2016, the Company sold 362,028.61 and 341,456.57 shares of common stock, respectively, for gross proceeds of approximately $5,320,227 and $5,109,288, at an average price per share of $14.70 and $14.96, respectively. The increase in Capital in excess of par during the nine months ended September 30, 2017 and 2016 include2022 includes reinvested stockholder distributions of $214,336 and $155,067, respectively, for whichas noted in the Company issued 16,105.02 and 11,178.05 shares of common stock, respectively.The proceeds from the issuance of common stock as presented on the accompanying statements of changes in net assets and statements of cash flows are presented net of selling commissions and dealer manager fees of $502,640 and $438,556 for the nine months ended September 30, 2017 and 2016, respectively.14intends to continue tomay conduct quarterly tender offers pursuant to its share repurchase program. The Company’s boardBoard of directorsDirectors will consider the following factors, among others, in making its determination regarding whether to cause the Company to offer to repurchase shares of common stock and under what terms:●the effect of such repurchases on the Company’s qualification as a RIC (including the consequences of any necessary asset sales);●the liquidity of the Company’s assets (including fees and costs associated with disposing of assets);●the Company’s investment plans and working capital requirements;●the relative economies of scale with respect to the Company’s size;●the Company’s history in repurchasing shares of common stock or portions thereof; and●the condition of the securities markets.proceeds it receives from the issuancecash retained as a result of issuing shares of common stock under its distribution reinvestment plan.plan to those stockholders who have elected to receive their distributions in the form of additional shares rather than in cash.. At the discretion of the Company’s boardBoard of directors,Directors, the Company may also use cash on hand, cash available from borrowings and cash from the liquidation of securities investments as of the end of the applicable period to repurchase shares of common stock. In addition, the Company will limit the number of shares of common stock to be repurchased in any calendar year to 10% of the weighted average number of shares of common stock outstanding in the prior calendar year, or 2.5% in each calendar quarter, though the actual number of shares of common stock that the Company offers to repurchase may be less in light of the limitations noted above.boardBoard of directorsDirectors reserves the right, in its sole discretion, to limit the number of shares to be repurchased for each class by applying the limitations on the number of shares to be repurchased, noted above, on a per class basis. We further anticipate that we will offer to repurchase such shares on each date of repurchase at a price equal to 90% of the current net offering price or net asset value per share, as applicable, on each date of repurchase. If the amount of repurchase requests exceeds the number of shares we seek to repurchase, we will repurchase shares on a pro-rata basis. As a result, we may repurchase less than the full amount of shares that shareholdersstockholders submit for repurchase. If we do not repurchase the full amount of the shares that shareholdersstockholders have requested to be repurchased, or we determine not to make repurchases of our shares, shareholdersstockholders may not be able to dispose of their shares. Any periodic repurchase offers will be subject in part to our available cash and compliance with the Company1940 Act.The following table provides information concerning the Company’s repurchasethe nine months ended September 30, 2017 and 2016:For the Three Months Ended Repurchase Date Shares Repurchased Percentage of Shares Tendered That Were Repurchased Repurchase Price Per Share Aggregate Consideration for Repurchased Shares Fiscal 2017 September 30, 2016 July 15, 2016 8,482.60 50 % $ 13.80 $ 117,060 December 31, 2016 October 14, 2016 8,482.60 48 % $ 13.80 $ 117,060 March 31, 2017 January 20, 2017 8,482.60 27 % $ 13.87 $ 117,654 June 30, 2017 May 12, 2017 1,936.81 6 % $ 13.55 $ 26,243 September 30, 2017 September 25, 2017 5,968.22 9 % $ 12.30 $ 73,409 16,387.63 12 % $ 13.26 $ 217,306 For the Three Months Ended Repurchase Date Shares
Repurchased Percentage of
Shares Tendered
That Were
Repurchased Repurchase
Price Per
Share Aggregate
Consideration for Repurchased
Shares Fiscal 2017 September 30, 2016 July 15, 2016 8,482.60 50 % $ 13.80 $ 117,060 15Quarterly Offer Date Repurchase Effective Date Shares
RepurchasedPercentage of Shares
Tendered That Were
RepurchasedRepurchase Price
Per ShareAggregate
Consideration for
Repurchased Shares Three months ended December 31, 2023 December 31, 2023 November 9, 2023 21,112 7 % $ 5.37 $ 113,371 Total for the three months ended December 31, 2023 21,112 $ 113,371 Six months ended December 31, 2023 September 30, 2023 July 31, 2023 19,963 7 % $ 6.09 $ 121,569 December 31, 2023 November 9, 2023 21,112 7 % $ 5.37 113,371 Total for the six months ended December 31, 2023 41,075 $ 234,940 Year ended June 30, 2023 September 30, 2022 August 1, 2022 21,818 9 % $ 6.99 $ 152,505 December 31, 2022 November 7, 2022 23,434 11 % $ 6.65 155,832 Total for the year ended June 30, 2023 45,252 $ 308,337 –- RELATED PARTY TRANSACTIONS AND ARRANGEMENTSTFArestated as of June 17, 2019 (the "Administration Agreement"). The Administrator performs, oversees and their affiliates will receive compensationarranges for the performance of administrative services necessary for the operation of the Company. These services include, but are not limited to, accounting, finance and reimbursementlegal services. For providing these services, facilities and personnel, the Company reimburses the Administrator for services relating to our offeringthe Company’s actual and allocable portion of expenses and overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and the investment and managementCompany’s allocable portion of the costs of its assets.In connectionChief Financial Officer and Chief Compliance Officer and her staff. For the three months ended December 31, 2023 and 2022, allocation of overhead from the Administrator to the Company was $349,822 and $226,969, respectively. For the six months ended December 31, 2023 and 2022, allocation of overhead from the Administrator to the Company was $564,822 and $278,800, respectively. During the three and six months ended December 31, 2022, $8,750 and $17,500, respectively, of US Bank and BNY fees are being included within the Administrator costs incurred by the Company. During the three and six months ended December 31, 2023, $12,750 and $21,500, respectively, of US Bank, BNY and Sumitomo Mitsui Banking Corporation ("SMBC") fees are being included within the Administrator costs incurred by the Company.As of December 31, 2023 and June 30, 2023, $1,432,456 and $868,634, respectively, was payable to the Administrator, US Bank and BNY by the Company.Offering, the Company has incurred registration, organization, operating and offering costs. Such costs have been advanced by the Adviser. As discussed below, the Company has entered into an Expense Reimbursement Agreement with its Adviser. For the period from inception through September 30, 2017, certain registration, organization, operating and offering costs have been accounted for under the Expense Reimbursement Agreement (see Expense Reimbursement Agreementbelow) and accordingly included in Reimbursement due from the Adviser, on the statements of financial position.The table below, on a cumulative basis, discloses the components of the Reimbursement due from Adviser reflected on the Statements of Financial Position: September 30, December 31, 2017 2016 Operating Expenses $ 1,977,504 $ 1,896,657 Offering Costs 3,314,687 2,765,662 Due to related party offset (4,619,337 ) (4,213,469 ) Reimbursements received from Adviser (342,715 ) (342,715 ) Other amounts due to affiliates 448 448 Total Reimbursement due from Adviser $ 330,587 $ 106,583 Operating Expenses are the amounts reimbursed by the Adviser for our operating costs and offering costs are the cumulative amount of organizational and offering expenses reimbursed to us by the Adviser and subject to future reimbursement per the terms of our expense reimbursement agreement.Due to related party offset represents the cash the Adviser paid directly for our operating and offering expenses and reimbursements received from sponsor are the amounts the Adviser paid in cash to us for reimbursement of our operating and offering costs.The Company compensates the Adviser for investment services per an Investment Adviser Agreement (“Agreement”),which was unanimously approved by the Company’s Board of Directors, including by all of the directors calculatedwho are not “interested persons” (as defined in the 1940 Act), on February 18, 2021, subject to stockholder approval of the Investment Advisory Agreement. The Company’s stockholders approved the Investment Advisory Agreement at a Special Meeting of Stockholders held on March 31, 2021.sumCompany’s investment adviser instead of (1)PFIM. As such, the Former Investment Advisory Agreement and the Investment Advisory Agreement contain the same terms, provisions, conditions and fee rates, and provide for the same management services to be conducted by the Adviser as were conducted by PFIM.calculated quarterly at 0.5%from an annual rate of 1.75% to 1.20% and eliminated the incentive fee payable thereunder, effective as of January 1, 2022 and until the Listing Anniversary. Until such effective date, the advisory fees payable to the Adviser were as set forth in the Investment Advisory Agreement. The Amended and Restated Advisory Agreement has an initial two-year term and may be continued thereafter for successive one-year periods if such continuance is approved in the manner provided for under Section 15 of the Company’s1940 Act.grosstotal assets, which includes any borrowings for investment purposes. For the first quarter of our operations commencing with the date of the Investment Advisory Agreement, the base management fee was calculated based on the average value of our total assets as of the date of the Investment Advisory Agreement and at the end of the calendar quarter in which the date of the Investment Advisory Agreement fell, and was appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Subsequently, the base management fee is payable quarterly in arrears, and (2) anis calculated based on the average value of our total assets at the end of the two most recently completed calendar quarters, and is appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial month oruponconsisted of two parts: (1) the subordinated incentive fee on income and (2) the capital gains incentive fee.quarter or upon liquidation of the Company orcalendar year (or upon termination of the Investment Advisory Agreement, at 20%as of Company’sthe termination date), and equals 20.00% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year; provided that the incentive fee determined as defined. Theof December 31, 2021 will be calculated for a period of shorter than twelve calendar months to take into account any net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation for the period commencing as of the date of the Investment Advisory Agreement expires July 2018 and ending on December 31, 2021. In determining the capital gains incentive fee payable to our Adviser, we calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each investment that has been in our portfolio. For the purpose of this calculation, an “investment” is defined as the total of all rights and claims which may continue automaticallybe asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equal the sum of the differences between the aggregate net sales price of each investment and the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate realized capital losses equal the sum of the amounts by which the aggregate net sales price of each investment is less than the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equals the sum of the differences, if negative, between the aggregate valuation of each investment and the aggregate amortized cost basis of such investment as of the applicable calendar year-end. At the end of the applicable calendar year, the amount of capital gains that serves as the basis for successive annual periods, as approvedour calculation of the capital gains incentive fee involves netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis and then reducing this amount by the Company. Allaggregate unrealized capital depreciation. If this number is positive, then the capital gains incentive fee payable is equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception. Operating expenses are not taken into account when determining capital gains incentive fees.earnedpayable to the Adviser were as set forth in the Investment Advisory Agreement. See “Investment Advisory Agreement” above.prior to January 1, 2014was $74,073 and $105,950, respectively, which were waived by the Adviser.a BDC, we will be subjectof December 31, 2023 and June 30, 2023, the total base management fee due to certain regulatory restrictions in making our investments. For example, we generally will not be permitted to co-invest alongside ourthe Adviser after the waiver was $0.its affiliates unless we obtainsix months ended December 31, 2023 and 2022, there were no incentive fees incurred.otherwise permitted under existing regulatory guidance, such as syndicated transactions where price is the only negotiated term, and approval from our independent directors. As of September 30, 2017, the Company has two affiliate investments in ACON IWP Investors I, L.L.C and Javlin Capital, LLC (held by TPJ Holdings, Inc., a wholly-owned subsidiary.)The Company compensates TFA for administration services per an Administration Agreement for costs and expenses incurredconsistent with the administration and operation of the Company. Such agreement expires July 2018 and may continue automatically for successive annual periods, as approved by the Company. These fees have been reimbursed from the Adviser pursuant to the Expense Reimbursement Agreement discussed below.16The following table describes the fees and expenses accrued under the investment advisory and administration agreement and the dealer manager agreement during the three and nine months ended September 30, 2017 and 2016: Three months ended September 30, Nine months ended September 30, Related Party Source Agreement Description 2017 2016 2017 2016 Triton Pacific Adviser, LLC Investment Adviser Agreement Base Management Fees $ 83,459 $ 60,625 $ 246,154 $ 156,957 Triton Pacific Adviser, LLC Investment Adviser Agreement Capital Gains Incentive Fees(1) $ — $ 11,265 $ (334 ) $ 31,609 TFA Associates, LLC Administration Agreement Administrative Services Expenses $ 70,495 $ 78,840 $ 213,473 $ 242,332 Triton Pacific Securities, LLC Dealer Manager Agreement Dealer Manager Fees(2) $ 37,201 $ 20,987 $ 97,435 $ 107,444 (1)During the nine months ended September 30, 2017 and 2016, the Company earned capital gains incentive fees of ($334) and $31,609 respectively, based on the performance of its portfolio, of which ($13,124) and $31,609 were based on unrealized gains, respectively. No capital gains incentive fees are actually payable by the Company with respect to unrealized gains unless and until those gains are actually realized. See Note 2 for a discussion of the methodology employed by the Company in calculating the capital gains incentive fees.(2)During the nine months ended September 30, 2017 and 2016, the Company paid the Dealer Manager $502,640 and $438,555 respectively, in sales commissions and dealer fees. $97,435 and $107,444 were retained by TPS, respectively, and the remainder re-allowed to third party participating broker dealers.Director’s FeesOn December 15, 2014, the Company entered into an agreement (the “Director Agreement”) with its three independent directors, Marshall Goldberg, William Pruitt and Ronald Ruther (collectively, the “Independent Directors”), whereby the Independent Directors agreed to certain revisions to their compensation for serving as membersinterests of the Company’s Board. Specifically, effective October 1, 2014,stockholders and is consistent with the fees payableCompany’s investment objective and strategies. In certain situations where co-investment with one or more funds managed by the Adviser or its affiliates is not covered by the Order, such as when there is an opportunity to an Independent Director shall be determinedinvest in different securities of the same issuer, the personnel of the Adviser or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. Moreover, except in certain circumstances, when relying on the Company’s net assets asOrder, the Company will be unable to invest in any issuer in which one or more funds managed or owned by the Adviser or its affiliates has previously invested. endCompany are also officers and directors of each fiscal quarterthe Adviser and beits affiliates. There were no fees paid quarterly in arrearsto the independent directors of the Company as follows:Net Asset Value Annual Cash
Retainer Fee Board Meeting
Fee Annual Audit
Committee
Chairperson
Fee Annual Audit
Committee
Member Fee Audit
Committee
Meeting Fee$0 to $25 million — — — — — $25 million to $75 million $20,000 $1,000 $10,000 $2,500 $500 over $75 million $30,000 $1,000 $12,500 $2,500 $500 No Director’s fees were accruedthe Company did not exceed the minimum net asset value required (i.e., greater than $100 million) to receive a fee for the three and ninesix months ended December 31, 2023 and 2022. The officers do not receive any direct compensation from the Company. 20172023. On and 2016.Expense Reimbursement AgreementOn March 27, 2014,effective April 20, 2021, we entered into a new expense limitation agreement with the Company and its Adviser, agreed to an Expense Support and Conditional Reimbursement Agreement, or the Expense Reimbursement Agreement. The Expense Reimbursement Agreement wasas amended and restated effective November 17, 2014. Underon July 7, 2021, to extend the Expense Reimbursement Agreement, as amended,period during which the Adviser in consultationwill be required to waive its investment advisory fees under the Investment Advisory Agreement, from September 30, 2021 to June 30, 2022 (the "First Amended and Restated ELA"). On August 23, 2022, we entered into the Second Amended and Restated Expense Limitation Agreement (the "Second Amended and Restated ELA") to extend the period during which the Adviser will be required to waive its investment advisory fees under the Investment Advisory Agreement from June 30, 2022 to December 31, 2022. On April 24, 2023, we entered into a Third Amended and Restated Expense Limitation Agreement (the “Third Amended and Restated ELA” and, together with the Company,First Amended and Restated ELA and the Second Amended and Restated ELA, the "ELA") to extend the period during which the Adviser will pay upbe required to 100%waive its investment advisory fees under the Investment Advisory Agreement from December 31, 2022 to June 30, 2024, as discussed below. Other than this change, the terms and conditions of both the Company’s organizationalThird Amended and offering expensesRestated ELA are identical to those of the First and Secondoperating expenses,terms.determined bya percentage of our average quarterly net assets, equal to 8.00% (the “Annual Limit”). After June 30, 2024, such waiver may be made at our Adviser’s option and in its sole discretion. Even if the Adviser decides to voluntarily waive its investment advisory fees for a quarter ended after June 30, 2024, there is no guarantee that the Adviser will continue to do so. For purposes of the ELA, the term “Operating Expenses” with respect to the Company, is defined to include all expenses necessary or appropriate for the operation of the Company, including but not limited to our Adviser’s base management fee, any and the Adviser. As used in the Expense Reimbursement Agreement, operating expenses refer to third party operatingall costs and expenses incurred bythat qualify as line item “organization and offering” expenses in the consolidated financial statements of the Company as determined under GAAP for investment management companies. Organizational and offering expenses include expenses incurred in connectionthe same are filed with the organization ofSEC and other expenses described in the CompanyInvestment Advisory Agreement, but does not include any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses incurred in connection with its offering, whichand dividend expenses related to short sales), interest expenses and other financing costs, extraordinary expenses and acquired fund fees and expenses. Upfront shareholder transaction expenses, such as sales commissions, dealer manager fees and similar expenses, are recorded as a component of equity. The Expense Reimbursement Agreement states that until the net proceedsnot Operating Expenses. Our Adviser waived fees, pursuant to the Company from its offering are at least $25 million,ELA, in an amount of $74,073 and $105,950 for the three months ended December 31, 2023 and 2022, respectively. Our Adviser will pay up to 100% of both the Company’s organizational and offering expenses and its operating expenses. After the Company receives at least $25 million in net proceeds from its offering, the Adviser may, with the Company’s consent, continue to make expense support paymentswaived fees, pursuant to the CompanyELA, in such amounts as are acceptablean amount of $157,432 and $218,384 for the six months ended December 31, 2023 and 2022, respectively.Company and the Adviser. Any expense support payments shall be paidELA is subject to repayment to our Adviser (an “ELA Reimbursement”) by the Adviser to the Company in any combination of cash, and/or offsets against amounts otherwise due from the Company to the Adviser.17Under the Expense Reimbursement Agreement as amended, once the Company has received at least $25 million in net proceeds from its offering, during any quarter occurringus within three years of the date on which the Company incurred any expenses that are fundedwaiver was made by our Adviser. If the ELA is terminated or expires pursuant to its terms, our Adviser the Company is requiredwill maintain its right to reimburse the Adviserrepayment for any expense support paymentswaiver it has made under the Company received from them. However, with respect to any expense support payments attributableELA, subject to the Company’s operating expenses, (i)Repayment Limitations (discussed below).Company will only reimburse the Adviser for expense support payments made by the Adviser to the extentevent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on an annualized basis and net of any expense reimbursement payments received by the Company during such fiscal year) to exceed the percentage of the Company’s average net assets attributable to shares of its common stock represented by “other operating expenses” during the fiscal year in which such expense support payment from the Adviser was made (provided, however, that this clause (i) shall not apply to any reimbursement payment which relates to an expense support payment from the Adviser made during the same fiscal year); and (ii) the Company will not reimburse the Adviser for expense support payments made by the Adviser if the annualized rate of regularwe have sufficient excess cash distributions declared by the Companyon hand at the time of any proposed ELA Reimbursement and shall be limited to the lesser of (i) the excess of the Annual Limit applicable to such reimbursement payment is less thanquarter over the Company’s actual Operating Expenses for such quarter and (ii) the amount of ELA Reimbursement which, when added to the Company’s expenses for such quarter, permits the Company to pay the then-current aggregate quarterly distribution to its shareholders, at a minimum annualized rate of regular cash distributions declared byat least 6.00% (based on the gross offering prices of Company shares) (the “Distribution”) from the sum of (x) the Company’s net investment income (loss) for such quarter plus (y) the Company’s net realized gains (losses) for such quarter (collectively, the “Repayment Limitations”). For the purposes of the calculations pursuant to (i) and (ii) of the preceding sentence, any ELA Reimbursement will be treated as an expense of the Company atfor such quarter. In the timeevent that the Company is unable to make a full payment of any ELA Reimbursements due for any applicable quarter because the Company does not have sufficient excess cash on hand, any such unpaid amount shall become a payable of the Company for accounting purposes and shall be paid when the Company has sufficient cash on hand (subject to the Repayment Limitations); provided, that in the case of any ELA Reimbursements, such payment shall be made no later than the date that is three years after the date on which the applicable waiver was made by our Adviser.Period Ended ELA Reimbursement Payable to the Adviser ELA Reimbursement Payment to the Adviser Unreimbursed ELA Reimbursement Operating Expense Ratio Annualized Distribution Rate Eligible to be Repaid Through June 30, 2021 $ 144,073 $ — $ 144,073 4.04% 8.11% June 30, 2024 September 30, 2021 182,198 — 182,198 2.97% 7.08% September 30, 2024 December 31, 2021 184,999 — 184,999 3.00% 7.10% December 31, 2024 March 31, 2022 125,720 — 125,720 2.70% 7.22% March 31, 2025 June 30, 2022 118,220 — 118,220 3.52% 7.87% June 30, 2025 September 30, 2022 112,434 — 112,434 3.48% 7.38% September 30, 2025 December 31, 2022 105,950 — 105,950 3.30% 7.49% December 31, 2025 March 31, 2023 105,279 — 105,279 3.33% 7.18% March 31, 2026 June 30, 2023 99,018 — 99,018 2.79% 6.97% June 30, 2026 September 30, 2023 83,359 — 83,359 4.06% 7.85% September 30, 2026 December 31, 2023 74,073 — 74,073 5.00% 7.43% December 31, 2026 Total $ 1,335,323 $ 1,335,323 made the expense support payment to which such reimbursement relates. “Other operating expenses” means the Company’s total operating expenses excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses.Quarter Ended Amount of Expense Payment Obligation Amount of Offering Cost Payment Obligation Operating Expense
Ratio as of the
Date Expense
Payment Obligation Incurred(1) Annualized Distribution
Rate as of the Date
Expense Payment
Obligation Incurred(2) Eligible for
Reimbursement
ThroughSeptember 30, 2012 $21,826 432.69% — September 30, 2015 December 31, 2012 $26,111 531.09% — December 31, 2015 March 31, 2013 $30,819 N/A — March 31, 2016 June 30, 2013 $59,062 N/A — June 30, 2016 September 30, 2013 $65,161 N/A — September 30, 2016 December 31, 2013 $91,378 455.09% — December 31, 2016 March 31, 2014 $68,293 148.96% — March 31, 2017 June 30, 2014 $70,027 $898,518 23.17% — June 30, 2017 September 30, 2014 $92,143 $71,060 20.39% — September 30, 2017 December 31, 2014 $115,777 $90,860 11.15% — December 31, 2017 March 31, 2015 $134,301 $106,217 13.75% 2.01% March 31, 2018 June 30, 2015 $166,549 $167,113 14.10% 3.20% June 30, 2018 September 30, 2015 $147,747 $240,848 10.45% 3.20% September 30, 2018 December 31, 2015 $136,401 $280,376 7.41% 3.60% December 31, 2018 March 31, 2016 $157,996 $232,895 6.00% 3.52% March 31, 2019 June 30, 2016 $206,933 $285,878 4.95% 3.52% June 30, 2019 September 30, 2016 $201,573 $223,020 4.52% 3.13% September 30, 2019 December 31, 2016 $104,561 $168,876 4.45% 3.11% December 31, 2019 March 31, 2017 $80,847 $252,875 4.21% 3.19% March 31, 2020 June 30, 2017 $0 $176,963 3.98% 3.18% June 30, 2020 September 30, 2017 $0 $119,188 4.19% 3.00% September 30, 2020 (1)“Operating Expense Ratio” includes all expenses borne by us, except for organizational and offering expenses, base management and incentive fees owed to our Adviser,financing fees and costs, interest expense, brokerage commissions and extraordinary expenses.The Company did not achieve its minimum offering amount until June 25, 2014 and as a result, did not invest the proceeds from the offering and realize any income from investments prior to the end of its fiscal quarter.(2)“Annualized Distribution Rate” equals the annualized rate of distributions paid to stockholders based on the amount of the regular cash distribution paid immediately prior to the date the expense support payment obligation was incurred by our Adviser. “Annualized Distribution Rate” does not include special cash or stock distributions paid to stockholders. The Company did not achieve its minimum offering amount until June 25, 2014 and as a result, did not have an opportunity to invest the proceeds from the offering and realize any income from investments or pay any distributions to stockholders prior to the end of its fiscal quarter.In addition,is our investment adviser. Other than with respect to any expense support payment attributablethis limited license, we have no legal right to the Company’s organizational and offering expenses, the Company will only reimburse the Adviser for expense support payments made by the Adviser to the extent that the payment of such reimbursement (together with any other reimbursement for organizational and offering expenses paid during such fiscal year) is limited to 15% of cumulative gross sales proceeds from the Company’s offering including the sales load (or dealer manager fee) paid by the Company.18The Expense Reimbursement Agreement is, by its terms, effective retroactively to the Company’s inception date of April 29, 2011 for Operating Expenses and from the break of escrow on June 25, 2014 for Offering Expenses. As of September 30, 2017, $5,292,191 has been recorded as Reimbursement due from the Adviser pursuant to the Expense Reimbursement Agreement. Of this, $4,619,337, representing an amount due to the Adviser, was netted against the Reimbursement due from Adviser and $342,715 was paid to the Company by the Adviser.Beginning the year ended December 31, 2016, the Adviser began to reimburse less than 100% of Operating Expenses, and for the quarter ended September 30, 2017, the Adviser did not reimburse any Operating Expenses. Of these Operating and Offering Expenses in the table above, $1,494,398 has exceeded the three-year period for repayment and will not be repayable by the Company.The Company or the Adviser may terminate the Expense Reimbursement Agreement at any time upon thirty days’ written notice; The Expense Reimbursement Agreement will automatically terminate upon termination of the Investment Advisory Agreement or upon the Company’s liquidation or dissolution.–- DISTRIBUTIONSand paid on its common stock during the ninesix months ended September 30, 2017December 31, 2023 and 2016: Distribution For the Nine Months Ended Per Share Amount Fiscal 2017 January 27, 2017 $ 0.04000 39,407 February 24, 2017 $ 0.04000 41,323 March 23, 2017 $ 0.04000 42,513 April 27, 2017 $ 0.04000 44,526 May 25, 2017 $ 0.04000 46,364 June 23, 2017 $ 0.04000 47,861 July 21, 2017 $ 0.04000 48,678 August 29, 2017 $ 0.03417 44,767 September 28, 2017 $ 0.03417 45,500 Fiscal 2016 January 22, 2016 $ 0.04500 $ 25,244 February 16, 2016 $ 0.04500 $ 26,477 March 23, 2016 $ 0.04500 $ 30,271 April 21, 2016 $ 0.04500 $ 32,832 May 19, 2016 $ 0.04500 $ 34,950 June 23, 2016 $ 0.04500 $ 36,206 July 21, 2016 $ 0.04000 $ 32,318 August 25, 2016 $ 0.04000 $ 33,293 September 22, 2016 $ 0.04000 $ 33,877 On October 23, 2017, the Company authorized2022: Distributions For the Six Months Ended PFLOAT Class A Common Shares, per share PFLOAT Class A Common Shares, Amount Distributed December 31, 2023 July 28, 2023 $ 0.03260 $ 78,129 August 25, 2023 0.03260 78,313 September 29, 2023 0.04095 98,612 October 27, 2023 0.03276 79,119 November 24, 2023 0.02920 70,070 December 29, 2023 0.03650 87,789 Total for the Six Months Ended December 31, 2023 $ 492,032 Distributions For the Six Months Ended PFLOAT Class A Common Shares, per share PFLOAT Class A Common Shares, Amount Distributed December 31, 2022 July 29, 2022 $ 0.05305 $ 126,365 August 26, 2022 0.04244 100,522 September 30, 2022 0.04720 112,104 October 28, 2022 0.03776 89,974 November 25, 2022 0.03580 84,685 December 30, 2022 0.04475 106,126 Total for the Six Months Ended December 31, 2022 $ 619,776 declared a cash distribution of $0.03417 per share for the month of October 2017,have record dates subsequent to the shareholders of record as of October 26, 2017. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Company’s board of directors.Record Date Payment Date PFLOAT Class A Common Shares, per share January 26, 2024 February 2, 2024 $0.02920 19following table reflectsinformation presented in this footnote is based on our tax year end for each period presented, unless otherwise specified.sourcesCompany's shareholders during the tax years ended December 31, 2023 and 2022 were as follows:Tax Year Ended December 31, 2023 December 31, 2022 Ordinary income $ — $ 1,195,912 Return of capital 948,614 131,777 Total distributions paid to stockholders $ 948,614 (1) $ 1,327,689 (2) cash2022 declared distributions are allocable to 2023 for federal income tax purposes and are reported on athe 2023 Form 1099-DIV. For the tax basis thatyear ended December 31, 2023, $87,789 of the Company paid2023 declared distributions are allocable to 2024 for federal income tax purposes and will be reported on its common stock during the nine months2024 Form 1099-DIV.September 30, 2017December 31, 2022, $80,441 of the 2021 declared distributions are allocable to 2022 for federal income tax purposes and 2016: Nine months ended September 30, 2017 2016 Source of Distribution Distribution
Amount Percentage Distribution
Amount Percentage Offering proceeds $ — — $ — — Borrowings — — — — Net investment income(1) — — — — Short-term capital gains proceeds from the sale of assets 47,998 12 % — — Long-term capital gains proceeds from the sale of assets — 0 % — — Distributions from common equity (return of capital) 352,941 88 % — — Expense reimbursement from sponsor — 0 % 285,469 100 % Total $ 400,939 100 % $ 285,469 100 % (1)During the nine months ended September 30, 2017 and 2016, 92.7% and 86.3%, respectively, of the Company’s gross investment income was attributable to cash income earned, and 7.3% and 13.7%, resepctively was attributable to non-cash accretion of discount and paid in-kind interest.The Company’s net investmentwas reported on the 2022 Form 1099-DIV. For the tax year ended December 31, 2022, $22,758 of the 2022 declared distributions are allocable to 2023 for federal income (loss)tax purposes and are reported on a tax basis for the nine months ended September 30, 2017 and 2016 was ($77,447) and $289,892, respectively. 2023 Form 1099-DIV.20172023, we estimated our distributions for the fiscal and 2016,tax years disclosed therein to be distributions of ordinary income. Subsequent to our filing date, we obtained more information from our underlying investments as to the Company had ($356,802)character of the distributions for the tax year ended December 31, 2023, which resulted in changes to distributions previously disclosed in our Form 10-K filing. As a result of the change, our total distributable loss on our Consolidated Statements of Assets and $14,632, respectively,Liabilities for the year ended June 30, 2023 changed from $10,233,154 to $9,884,444, with $348,710 being reclassified to return of undistributed (overdistributed)capital from ordinary income.investmentunrealized loss of $2,292,320. The gross unrealized gains and losses as of December 31, 2023 were $527,602 and $2,819,923, respectively. The Company's cost basis of investments as of June 30, 2023 for tax purposes was $24,297,629, resulting in an estimated net unrealized loss of $2,382,442. The gross unrealized gains and losses as of June 30, 2023 were $481,915 and $2,864,357, respectively.realized gains on a tax basis.The primary difference between the Company’s GAAP-basisexpenses, and generally excludes net investment income and its tax-basis net investment income is due to the reversal of the required accrual for GAAP purposes of incentive fees on unrealized gains even though no such incentive fees onor losses, as unrealized gains or losses are payable by the Company for the nine months ended September 30, 2017 and 2016.table sets forth reconciliation between GAAP basisreconciles the net investment income and tax basisincrease (decrease) in net investment income for the nine months ended September 30, 2017 and 2016: Nine months ended September 30, 2017 2016 GAAP basis net investment income (loss) $ (77,113 ) $ 261,264 Reversal of incentive fee accrual on unrealized gains (334 ) 31,609 Other book-tax differences — (2,981 ) Tax-basis net investment income (loss) $ (77,447 ) $ 289,892 The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon the Company’sassets resulting from operations to taxable income for the full yeartax years ended December 31, 2023 and distributions paid for the full year. The actual tax characteristics2022. Tax Year Ended December 31, 2023 Tax Year Ended December 31, 2022 Net increase (decrease) in net assets resulting from operations $ (1,662,664) $ (3,303,225) Net realized (gains) losses on investments 983,058 147,942 Net change in unrealized (gains) losses on investments 442,632 3,461,044 Other temporary book-to-tax differences 174,975 27,795 Permanent differences (8,210) 155,829 Taxable income (loss) before deductions for distributions $ (70,209) $ 489,385 distributions to stockholders are reported to stockholders annually on Form 1099-DIV.20As of September 30, 2017 and 2016, the components of accumulated earnings oncapital gains earned in a tax basis wereyear may generally be carried forward and used to offset capital gains, subject to certain limitations. For the tax year ended December 31, 2023 and December 31, 2022, we had capital loss carryforwards of $6,570,844 and $4,290,349, respectively, available for use in later tax years. The unused balance each year will be carried forward and utilized as follows: Nine months ended September 30, 2017 2016 Overdistributed ordinary income (income and short-term capital gains) $ (421,863 ) $ 13,607 Distributable realized gains (long-term capital gains) 65,061 1,025 Net unrealized appreciation (depreciation) on investments (1,448,359 ) 340,015 $ (1,805,161 ) $ 354,647 The ($1,448,359))gains are realized, subject to limitations. While our ability to utilize losses in the future depends upon a variety of net depreciation as of September 30, 2017 includes gross appreciation over amortized tax cost of $191,929 and gross depreciation under amortized tax cost of $1,640,288. The $340,015 of net appreciation as of September 30, 2016 includes gross appreciation over amortized tax cost of $393,427 and gross depreciation under amortized tax cost of $53,412.The aggregate costfactors that cannot be known in advance, some of the Company’s investments for U.S. federalcapital loss carryforwards may become permanently unavailable due to limitations by the Code.tax purposes totaled $12,934,038in excess of cumulative distributions and $8,635,919no capital gain in excess of cumulative distributions.Tax Year Ended December 31, 2023 Undistributed ordinary income $ — Undistributed long-term capital gains $ — Capital loss carryforwards $ (6,570,844) September 30, 2017permanent book-to-tax differences, which may include merger-related items, differences in the book and 2016, respectively. The aggregate net unrealized appreciation (depreciation) on investments on a tax basis was ($1,448,359)of certain assets and $340,015 asliabilities, amortization of Septemberoffering costs, expense payments, nondeductible federal excise taxes and net operating losses, among other items. During the tax year ended December 31, 2023, we increased overdistributed net investment income by $61,999 and decreased capital in excess of par value by $61,999. During the tax year ended December 31, 2022, we increased overdistributed net investment income by $155,829 and decreased capital in excess of par value by $155,829. Due to the difference between our fiscal and tax year end, the reclassifications for the taxable year ended December 31, 2023 are being recorded in the fiscal year ending June 30, 20172024 and 2016, respectively.the reclassifications for the taxable year ended December 31, 2022 were recorded in the fiscal year ended June 30, 2023.6 –7 - INVESTMENT PORTFOLIOtable summarizestables summarize the composition of the Company’s investment portfolio at amortized cost and fair value as of September 30, 2017 and December 31, 2016: Nine months ended September 30, 2017
(Unaudited) Year Ended December 31, 2016 Investments at Amortized Cost(1) Investments at Fair Value Fair Value Percentage of Total Portfolio Investments at Amortized Cost(1) Investments at Fair Value Fair Value Percentage of Total Portfolio Senior Secured Loans—First Lien $ 7,600,385 $ 7,621,047 67 % $ 6,680,615 $ 6,761,313 63 % Senior Secured Loans—Second Lien 3,417,266 3,354,639 29 % 2,024,991 1,967,658 19 % Subordinated Debt 666,389 — 0 % 646,901 646,901 6 % Equity/Other 1,250,000 509,993 4 % 1,250,000 1,228,301 12 % Total $ 12,934,040 $ 11,485,679 100 % $ 10,602,507 $ 10,604,173 100 % (1)Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.21 December 31, 2023 Investments at Fair Value Fair Value Percentage of Total Portfolio Senior Secured Loans-First Lien $ 11,517,085 $ 10,516,525 63 % Senior Secured Loans-Second Lien 1,772,946 1,398,761 8 % Senior Secured Notes 752,630 288,075 2 % Structured Subordinated Notes 5,479,805 3,762,422 23 % Equity/Other 1,667,943 664,704 4 % Total Portfolio Investments $ 21,190,409 $ 16,630,487 100 % June 30, 2023 Investments at Fair Value Fair Value Percentage of Total Portfolio Senior Secured Loans-First Lien $ 16,445,667 $ 15,362,386 70 % Senior Secured Loans-Second Lien 1,758,303 1,416,049 7 % Senior Secured Notes 752,867 271,899 1 % Structured Subordinated Notes 5,764,411 4,386,757 20 % Equity/Other 670,383 478,096 2 % Total Portfolio Investments $ 25,391,631 $ 21,915,187 100 % (1) Amortized cost represents the original cost adjusted for PIK interest and the amortization of premiums and/or accretion of discounts, as applicable, on investments. September 30, 2017 and December 31, 2016: September 30, 2017
(Unaudited) December 31, 2016 Industry Classification Fair
Value Percentage of
Portfolio Fair
Value Percentage of
Portfolio Automotive Repair, Services, and Parking $ — 0.0 % $ 122,459 1.2 % Beverage, Food & Tobacco 1,658,531 14.4 % 1,162,891 11.0 % Business Services 4,365,138 38.0 % 2,793,526 26.3 % Consumer Services 1,178,419 10.3 % 955,659 9.0 % Energy: Oil & Gas 341,928 3.0 % 346,500 3.3 % Healthcare & Pharmaceuticals 949,567 8.3 % 1,403,008 13.2 % High Tech Industries 875,938 7.6 % 1,016,921 9.6 % Hotel, Gaming & Leisure 353,478 3.1 % — 0.0 % Media: Diversified and Production 345,471 3.0 % 347,375 3.3 % Metals & Mining 754,832 6.6 % 245,625 2.3 % Paper and Allied Products — 0.0 % 115,294 1.0 % Retail — 0.0 % 712,500 6.7 % Specialty Finance — 0.0 % 1,184,130 11.2 % Telecommunications 499,876 4.4 % — 0.0 % Transportation: Cargo — 0.0 % — 0.0 % Wholesale Trade-Nondurable Goods 162,501 1.3 % 198,285 1.9 % Total $ 11,485,679 100.0 % $ 10,604,173 100.00 % On2023 and June 30, 2017, The Company made the decision to fully mark down its remaining investment value in Javlin Financial as an unrealized loss. The decision was due to performance issues within Javlin Financial’s core business and a breakdown in restructuring negotiations between the Company, its lenders, and Javlin Financial’s controlling shareholder. It is unknown at this time if there will be any value to the investment. December 31, 2023 Industry Investments at Fair Value Percentage of Portfolio Structured Finance $ 3,762,422 23 % Healthcare & Pharmaceuticals 2,594,623 16 % Services: Business 2,279,109 14 % Telecommunications 2,018,304 12 % Media: Diversified and Production 1,398,761 8 % Services: Consumer 1,374,491 8 % Media: Broadcasting & Subscription 972,576 6 % Wholesale 953,244 6 % Beverage, Food & Tobacco 927,178 5 % Financial 288,075 2 % Consumer goods: Non-Durable 53,825 — % Retail 7,879 — % Total $ 16,630,487 100 % June 30, 2023 Industry Investments at Fair Value Percentage of Portfolio Structured Finance $ 4,386,757 20 % Healthcare & Pharmaceuticals 2,880,134 13 % Services: Consumer 2,741,742 13 % Services: Business 2,507,919 11 % Telecommunications 2,324,213 11 % Wholesale 1,662,469 8 % Media: Diversified and Production 1,416,049 7 % Media: Broadcasting & Subscription 971,690 4 % Beverage, Food & Tobacco 920,151 4 % Consumer goods: Durable 678,492 3 % Consumer goods: Non-Durable 669,880 3 % Automotive 470,696 2 % Financial 271,899 1 % Retail 13,096 — % Total $ 21,915,187 100 % 7 –8 - FAIR VALUE OF FINANCIAL INSTRUMENTSUnder existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, 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 the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets.Level 3: Inputs that are unobservable for an asset or liability.A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant totable presents the fair value measurement. 22Asour investments that are measured at fair value on a recurring basis disaggregated into the three levels of September 30, 2017 andthe ASC 820 valuation hierarchy as of December 31, 2016,2023 and June 30, 2023, respectively: As of December 31, 2023 Level 1 Level 2 Level 3 Total Portfolio Investments Senior Secured Loans-First Lien $ — $ 1,690,147 $ 8,826,378 $ 10,516,525 Senior Secured Loans-Second Lien — — 1,398,761 1,398,761 Senior Secured Notes — — 288,075 288,075 Structured Subordinated Notes — — 3,762,422 3,762,422 Equity/Other — — 664,704 664,704 Total Portfolio Investments $ — $ 1,690,147 $ 14,940,340 $ 16,630,487 As of June 30, 2023 Level 1 Level 2 Level 3 Total Portfolio Investments Senior Secured Loans-First Lien $ — $ 2,129,472 $ 13,232,914 $ 15,362,386 Senior Secured Loans-Second Lien — — 1,416,049 1,416,049 Senior Secured Notes — — 271,899 271,899 Structured Subordinated Notes — — 4,386,757 4,386,757 Equity/Other — — 478,096 478,096 Total Portfolio Investments $ — $ 2,129,472 $ 19,785,715 $ 21,915,187 Company’sindependent valuation firm look at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. These investments were categorizedare classified as followsLevel 1 or Level 2 in the fair value hierarchy):Valuation Inputs Nine months ended September 30, 2017 (Unaudited) Year ended December 31, 2016 Level 1—Price quotations in active markets $ — $ — Level 2—Significant other observable inputs — — Level 3—Significant unobservable inputs 11,485,679 10,604,173 Total $ 11,485,679 $ 10,604,173 Company’s investments as of September 30, 2017 consistedfair value of debt securities thatinvestments specifically classified as Level 2 in the fair value hierarchy are traded ongenerally valued by an independent pricing agent or more than one principal market maker, if available, otherwise a privateprincipal market maker or a primary market dealer. We generally value over-the-counter market for institutional investors, a subordinated convertible note and two equity investments. The Company valued its debt investmentssecurities by using the midpoint of the prevailing bid and ask prices from dealers on the date ofduring the relevant period end, which were provided by an independent third-party pricing servicesagent and screened for validity by such services. The determinationservice.for the equity positions werewas determined by considering, among other factors, various income scenarios and multiples ofapplying a market approach such as using earnings before interest, taxes, depreciation and amortization or EBITDA, cash flows,(“EBITDA”) multiples, net income revenues, waterfall and liquidation priority and market comparables,and/or book value multiples economic profitsfor similar guideline public companies and/or similar recent investment transactions and/or an income approach, such as the discounted cash flow technique. The enterprise value technique may also be used to value debt investments which are credit impaired. For stressed debt and portfolio multiples.Company may periodically benchmarkvaluations were accomplished through the bid and ask prices it receivesanalysis of the CLO deal structures to identify the risk exposures from the third-party pricing servicesmodeling point of view as well as to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations to generate probability-weighted (i.e., multi-path) cash flows for the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, which consider relevant data in the CLO market and certain benchmark credit indices, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, andactualunderlying borrowers or the entity that sponsored the CLOs. While the CLOs we target generally enable the investor to acquire interests in a pool of senior loans without the expenses associated with directly holding the same investments, the prices at whichof indices and securities underlying our CLOs will rise or fall. These prices (and, therefore, the Company purchases and sells its investments. Based on the resultsprices of the benchmark analysisCLOs) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. The failure by a CLO investment in which we invest to satisfy financial covenants, including with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments to us. In the experienceevent that a CLO fails certain tests, holders of debt senior to us would be entitled to additional payments that would, in turn, reduce the payments we would otherwise be entitled to receive. Separately, we may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting CLO or any other investment we may make. If any of these occur, it could materially and adversely affect our operating results and cash flows.Company’s managementcollateral may decline in purchasingvalue or default; (iii) our investments in CLO tranches will likely be subordinate to other senior classes of note tranches thereof; and selling these investments,(iv) the Company believes that these prices are reliable indicators of fair value. However, becausecomplex structure of the private naturesecurity may not be fully understood at the time of this marketplace (meaning actual transactions are not publicly reported),investment and may produce disputes with the Company believes that these valuation inputsCLO investment or unexpected investment results. Our net asset value may also decline over time if our principal recovery with respect to CLO residual interests is less than the cost of those investments. Our CLO investments and/or the CLOs’ underlying senior secured loans may prepay more quickly than expected, which could have an adverse impact on our value. These investments are classified as Level 3 withinin the fair value hierarchy.boardmaximum risk of directors reviewedloss from credit risk for the portfolio of CLO investments is the inability of the CLOs collateral managers to return up to the cost value due to defaults occurring in the underlying loans of the CLOs. approvedmay be subject to certain transfer restrictions. The Company’s ability to sell certain investments quickly in response to changes in economic and other conditions and to receive a fair price when selling such investments may be limited, which could prevent the valuation determinations made with respectCompany from making sales to thesemitigate losses on such investments. In addition, CLOs are subject to the possibility of liquidation upon an event of default of certain minimum required coverage ratios, which could result in full loss of value to the CLOs interests and junior debt investors.manner consistent withsignificant rising interest rate environment and/or economic downturn, loan defaults may increase and result in credit losses which may adversely affect the Company’s cash flow, fair value of its investments and operating results. In the event of a declining interest rate environment, a faster than anticipated rate of prepayments is likely to result in a lower than anticipated yield.process.in the market approach of fairto value measurement of our investments arebased on the EV analysis may include market multiples of specified financial measures such as EBITDA, net income, or book value of comparable companies.identified guideline public companies, implied valuation multiples from precedent M&A transactions, and/or discount rates applied in a discounted cash flow technique. The Company selectsindependent valuation firm identifies a population of publicly traded companies for each investment with similar operations and key attributes to that of the portfolio company. Using valuation and operating metrics of these guideline companies’ data,public companies and/or as implied by relevant precedent transactions, a range of multiples of enterprisethe latest twelve months EBITDA, or other measure such as net income or book value, to EBITDA is typically calculated. The Company selects percentages fromindependent valuation firm utilizes the range ofdetermined multiples for purposes of determiningto estimate the portfolio company’s estimated enterprise valueEV generally based on said multiple and generally the latest twelve months’months EBITDA of the portfolio company. Significant increases or decreases in enterprise value may result in increasescompany (or other meaningful measure). Increases or decreases in the multiple would result in an increase or decrease, respectively, in EV which would result in an increase or decrease in the fair value estimatemeasurement of the debt of controlled companies and/or equity investment. 23December 31, 2023 Cost Fair Value % of Portfolio Healthcare & Pharmaceuticals $ 2,456,741 $ 2,594,623 16 % Services: Business 2,625,765 2,279,109 14 % Telecommunications 2,303,386 2,018,304 12 % All Other Industries 13,804,517 9,738,451 59 % Total $ 21,190,409 $ 16,630,487 100 % June 30, 2023 Cost Fair Value % of Portfolio Healthcare & Pharmaceuticals $ 2,942,734 $ 2,880,134 13 % Services: Consumer 3,004,329 2,741,742 13 % Services: Business 2,647,846 2,507,919 11 % Telecommunications 2,283,486 2,324,213 11 % All Other Industries 14,513,236 11,461,179 52 % Total $ 25,391,631 $ 21,915,187 100 % ninesix months ended September 30, 2017 and year ended December 31, 20162023 and 2022 of investments for which significant unobservable inputs (Level 3) were used in determining fair value: For the nine months ended September 30, 2017 Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Subordinated Convertible Debt Equity/Other Total Fair value at beginning of period $ 6,761,313 $ 1,967,658 $ 646,901 $ 1,228,301 $ 10,604,173 Accretion of discount (amortization of premium) 16,507 7,411 — — 23,918 Net realized gain (loss) 50,020 41,114 — — 91,134 Net change in unrealized appreciation (depreciation) (60,034 ) (5,295 ) (666,389 ) (718,307 ) (1,450,025 ) Purchases 3,897,250 2,221,250 — — 6,118,500 Paid-in-kind interest — — 19,488 — 19,488 Sales and redemptions (3,044,009 ) (877,500 ) — — (3,921,509 ) Net transfers in or out of Level 3 — — — — — Fair value at end of period $ 7,621,047 $ 3,354,638 $ — $ 509,994 $ 11,485,679 The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date $ (60,034 ) $ (5,295 ) $ (666,389 ) $ (718,307 ) $ (1,450,025 ) For the year ended December 31, 2016 Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Subordinated Convertible Debt Equity/Other Total Fair value at beginning of period $ 2,389,377 $ 1,041,875 $ 609,219 $ 1,488,266 $ 5,528,737 Accretion of discount (amortization of premium) 12,124 6,512 — — 18,636 Net realized gain (loss) 19,433 298 — — 19,731 Net change in unrealized appreciation (depreciation) 117,410 (33,527 ) — (259,965 ) (176,082 ) Purchases 5,083,375 1,202,500 — — 6,285,875 Paid-in-kind interest — — 37,682 — 37,682 Sales and redemptions (860,406 ) (250,000 ) — — (1,110,406 ) Net transfers in or out of Level 3 — — — — — Fair value at end of period $ 6,761,313 $ 1,967,658 $ 646,901 $ 1,228,301 $ 10,604,173 The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date $ 117,410 $ (33,527 ) $ — $ (259,965 ) $ (176,082 ) Non-Control/Non-Affiliate Investments (less than 5.00% voting control) Senior
Secured
Loans -
First LienSenior
Secured
Loans -
Second LienSenior Secured Notes Structured
Subordinated
NotesEquity/Other Total Fair Value at June 30, 2023 $ 13,232,914 $ 1,416,049 $ 271,899 $ 4,386,757 $ 478,096 $ 19,785,715 Net realized gains (losses) on investments (82,766) — — — — (82,766) Net change in unrealized gains (losses) on investments (507,776) (31,932) 16,412 (339,730) (810,952) (1,673,978) Net realized and unrealized gains (losses) on investments (590,542) (31,932) 16,412 (339,730) (810,952) (1,756,744) Restructuring of investments (669,880) — — — 997,560 327,680 Payment-in-kind interest 18,818 40,052 — — — 58,870 Accretion (amortization) of purchase discount and premium, net (7,881) (7,768) (236) — — (15,885) Repayments and sales of portfolio investments (2,446,952) (17,640) — — — (2,464,592) Net Reductions to Subordinated Structured Notes and related investment cost — — — — (284,605) (284,605) — — — — — — (710,099) — — — — (710,099) Fair Value at December 31, 2023 $ 8,826,378 $ 1,398,761 $ 288,075 $ 3,762,422 $ 664,704 $ 14,940,340 Net change in unrealized gains (losses) attributable to Level 3 investments still held at the end of the period $ (578,048) $ (31,932) $ 16,412 $ (339,730) $ (810,952) $ (1,744,250) Non-Control/Non-Affiliate Investments (less than 5.00% voting control) Senior
Secured
Loans -
First LienSenior
Secured
Loans -
Second LienStructured
Subordinated
NotesEquity/Other Total Fair Value at June 30, 2022 $ 19,951,625 $ 511,464 $ 5,126,749 $ 641,000 $ 26,230,838 Net realized gains on investments — — — — — Net change in unrealized gains (losses) on investments (668,409) (33,506) (296,188) (106,397) (1,104,500) Net realized and unrealized gains (losses) on investments (668,409) (33,506) (296,188) (106,397) (1,104,500) Payment-in-kind interest — 162 — — 162 Accretion (amortization) of purchase discount and premium, net 34,021 2,722 — 36,743 Net Reductions to Subordinated Structured Notes and related investment cost — — (68,693) — (68,693) Repayments and sales of portfolio investments (1,900,887) (13,342) — (10,728) (1,924,957) 5,422,493 — — — 5,422,493 (1,407,887) — — — (1,407,887) Fair Value at December 31, 2022 $ 21,430,956 $ 467,500 $ 4,761,868 $ 523,875 $ 27,184,199 Net change in unrealized gains (losses) attributable to Level 3 investments still held at the end of the period $ (678,500) $ (34,390) $ (296,188) $ (106,397) $ (1,115,475) valuation techniques andfollowing table provides quantitative information regarding significant unobservable inputs used in recurringthe fair value measurement of Level 3 fair value measurements of assetsinvestments as of September 30, 2017 were as follows:Asset Category Fair Value Primary Valuation Technique Unobservable Inputs Range Weighted Average Senior Secured First Lien Debt 7,621,047 Market quotes Indicative dealer quotes 76.50 - 102.00 99.17 Senior Secured Second Lien Debt 3,354,639 Market quotes Indicative dealer quotes 44.50 - 102.13 98.11 Subordinated Debt — Distribution waterfall/ liquidation priorities N/A N/A N/A Equity/Other — Distribution waterfall/ liquidation priorities N/A N/A N/A Equity/Other 509,993 Market comparables EBITDA multiples (x) 7.15x - 9.15x 8.15x Total $ 11,485,679 Unobservable Inputs Asset Category Fair Value Primary Valuation
Technique Inputs Range Weighted
Average Senior Secured First Lien Debt $ 379,399 Sensitivity Analysis (Current Value Method) Enterprise Values 0.30x to 0.40x 0.35x Senior Secured First Lien Debt 8,446,979 Discounted Cash Flow (Yield Analysis) Market Yield 8.67% to 26.45% 15.36% Senior Secured Second Lien
Debt 1,398,761 Discounted Cash Flow (Yield Analysis) Market Yield 17.07% to 18.82% 17.95% Senior Secured Notes 288,075 Discounted Cash Flow (Yield Analysis) Market Yield 31.34% to 56.33% 43.84% Equity/Other 664,704 Enterprise Value Waterfall (Market Approach) EBITDA multiples (x) 0.40x to 9.25x 7.81x Subordinated Structured Notes 3,762,422 Discounted Cash Flow Discount Rate 7.32% to 29.01% (1) 18.41% (1) $ 14,940,340 (1) Represents the implied discount rate based on our internally generated single-cash flows that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm. valuation techniques andfollowing table provides quantitative information regarding significant unobservable inputs used in recurringthe fair value measurement of Level 3 fair value measurements of assetsinvestments as of December 31, 2016 were as follows:Asset Category Fair Value Primary Valuation Technique Unobservable Inputs Range Weighted Average Senior Secured First Lien Debt 6,761,313 Market quotes Indicative dealer quotes 79.50 - 102.00 99.63 Senior Secured Second Lien Debt 1,967,658 Market quotes Indicative dealer quotes 58.00 - 102.19 94.31 Subordinated Debt 646,901 Market comparables Book value multiples (x) 14.6% - 17.4%/ 2.4x - 34.0x 15% Equity/Other 537,229 Market comparables Book value multiples (x) 14.6% - 17.4%/ 2.4x - 34.0x 15% Equity/Other 691,072 Market comparables EBITDA multiples (x) 7.15x - 9.15x 8.15x Total $ 10,604,173 On June 30, 2017, The Company made the decision to fully mark down its remaining investment value in Javlin Financial as an unrealized loss. The decision was due to performance issues within Javlin Financial’s core business and a breakdown in restructuring negotiations between the Company, its lenders, and Javlin Financial’s controlling shareholder. It is unknown at this time if there will be any value to the investment. 24HIGHLIGHTSThe following is a schedule of financial highlights of the Company forSTATEMENTS (Unaudited) (Continued)Unobservable Inputs Asset Category Fair Value Primary Valuation
Technique Inputs Range Weighted
Average Senior Secured First Lien Debt $ 499,544 Sensitivity Analysis (Current Value Method) Enterprise Values 4.00x to 5.00x 5.00x Senior Secured First Lien Debt 12,733,370 Discounted Cash Flow (Yield Analysis) Market Yield 8.91% to 20.07% 13.12% Senior Secured Second Lien
Debt1,416,049 Discounted Cash Flow (Yield Analysis) Market Yield 16.00% to 16.70% 16.4% Senior Secured Notes 271,899 Discounted Cash Flow (Yield Analysis) Market Yield 33.96% to 34.28% 34.12% Equity/Other 478,096 Enterprise Value Waterfall (Market Approach) EBITDA multiples (x) 5.25x to 9.25x 8.42x Subordinated Structured Notes 4,386,757 Discounted Cash Flow Discount Rate 8.35% to 33.78% (1) 24.04% (1) $ 19,785,715 (1) Represents the implied discount rate based on our internally generated single-cash flows that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm. months ended September 30, 2017 and the yearsix months ended December 31, 2016: Nine Months Ended September 30, 2017 (Unaudited) Year Ended December 31, 2016 Per Share Data: Net asset value, beginning of period $ 13.55 $ 13.75 Results of operations(1) Net investment income (loss) (0.07 ) 0.48 Net realized and unrealized appreciation (depreciation) on investments(2) (1.09 ) (0.14 ) Net increase (decrease) in net assets resulting from operations (1.16 ) 0.34 Stockholder distributions(3) Distributions from net investment income (0.31 ) (0.51 ) Distributions from net realized gain on investments (0.04 ) — Net decrease in net assets resulting from stockholder distributions (0.35 ) (0.51 ) Capital share transactions Issuance of common stock(4) 0.07 (0.03 ) Offering costs(1) — — Net increase (decrease) in net assets resulting from capital share transactions 0.07 (0.03 ) Net asset value, end of period $ 12.11 $ 13.55 Shares outstanding, end of period 1,338,155 976,406 Total return(5) -8.1 % 2.2 % Ratio/Supplemental Data: Net assets, end of period $ 16,206,374 $ 13,228,702 Ratio of net investment income to average net assets -0.5 % 3.6 % Ratio of total operating expenses to average net assets 5.1 % 7.2 % Ratio of expenses reimbursed by sponsor to average net assets 0.5 % 6.5 % Ratio of expense recoupment payable to sponsor to average net assets 0.0 % 0.0 % Ratio of capital gain incentive fee to average net assets 0.00 % -0.34 % Ratio of net operating expenses to average net assets 4.6 % 0.7 % Portfolio turnover(6) 26.6 % 10.8 % (1)The per share data was derived by using the weighted average shares outstanding for the nine months ended September 30, 2017 and the year ended December 31, 2016.(2)The amount shown for a share outstanding throughout the year may not agree with the change in the aggregate gains and losses in portfolio securities for the year because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.(3)The per share data for distributions reflects the actual amount of distributions paid per share during the applicable period.(4)The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock in the Company’s continuous public offering and pursuant to the Company’s distribution reinvestment plan. The issuance of common stock at an offering price, net of sales commissions and dealer manager fees, that is greater or less than the net asset value per share results in an increase or decrease in net asset value per share.(5)The total return for each period presented was calculated by taking the net asset value per share as of the end of the applicable period, adding the cash distributions per share which were declared during the applicable calendar year and dividing the total by the net asset value per share at the beginning of the applicable year. The total return does not consider the effect of the sales load from the sale of the Company’s common stock. The total return includes the effect of the issuance of shares at a net offering price that is greater than net asset value per share, which causes an increase in net asset value per share. The historical calculation of total return in the table should not be considered a representation of the Company’s future total return, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rate payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets and general economic conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Company’s investment portfolio during the applicable period and are calculated in accordance with GAAP. These return figures do not represent an actual return to stockholders.(6)Portfolio turnover for the nine months ended September 30, 2017 is not annualized. 25–- COMMITMENTS AND CONTINGENCIEStheseany legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material adverse effect upon its financial condition or results of operations.Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Net asset value at beginning of period $ 5.44 $ 6.67 $ 6.10 $ 7.03 Net investment income (loss) (0.12) 0.06 (0.21) 0.09 Net realized and unrealized (losses) on investments (0.11) (0.39) (0.54) (0.63) Net realized (losses) on extinguishment of debt — — (0.03) — Net decrease in net assets resulting from operations (0.23) (0.33) (0.78) (0.54) Return of capital distributions (0.10) (0.02) (0.20) (0.06) Distributions from net investment income — (0.10) — (0.2) Total Distributions (0.10) (0.12) (0.20) (0.26) 0.01 0.01 — — Net asset value at end of period $ 5.12 $ 6.23 $ 5.12 $ 6.23 (4.21) % (4.93) % (13.08) % (7.94) % Supplemental Data: Net assets at end of period $ 12,317,524 $ 14,767,963 $ 12,317,524 $ 14,767,963 Average net assets $ 12,712,175 $ 15,306,706 $ 13,372,737 $ 15,771,462 Average shares outstanding 2,406,920 2,373,798 2,405,143 2,374,492 Ratio to average net assets: 26.14 % 21.59 % 25.15 % 21.08 % 23.81 % 18.82 % 22.79 % 18.31 % (8.85) % 3.96 % (7.53) % 2.83 % Portfolio Turnover — % — % — % — % (a) Calculated based on weighted average shares outstanding. (b) The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year. Distributions per share are rounded to the nearest $0.01. (c) The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the period. (d) Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the period and assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded. Total return has not been annualized. (e) Annualized for the three and six months ended December 31, 2023 and 2022. Year Ended Year Ended Year Ended Year Ended Year Ended June 30, 2023 June 30, 2022 June 30, 2021 June 30, 2020 Net asset value at beginning of year $ 7.03 $ 8.36 $ 8.28 $ 9.88 $ 9.89 Net investment income (loss) 0.20 0.31 (0.08) 0.24 0.91 Net realized and unrealized (losses) gains on investments (0.65) (1.05) 0.82 (1.22) (1.11) Net increase (decrease) in net assets resulting from operations (0.45) (0.74) 0.74 (0.98) (0.20) (0.28) (0.16) (0.46) (0.57) (0.54) (0.20) (0.43) (0.19) (0.15) (0.03) Total Distributions (0.48) (0.59) (0.65) (0.72) (0.57) Offering costs — — — — 0.61 — — (0.01) 0.10 0.15 Net asset value at end of year 6.10 $ 7.03 $ 8.36 $ 8.28 $ 9.88 (6.67) % (9.60) % 9.03 % (10.13) % 7.52 % Supplemental Data: Net assets at end of year $ 14,693,862 $ 16,700,975 $ 19,947,807 $ 19,558,400 $ 23,410,715 Average net assets $ 15,303,274 $ 18,912,658 $ 20,055,524 $ 21,234,189 $ 12,536,923 Average shares outstanding 283,649 2,380,229 2,377,461 2,366,005 1,297,582 Ratio to average net assets: Total annual expenses 21.06 % 15.70 % 20.07 % 16.41 % 23.48 % Total annual expenses (after expense support agreement/expense limitation agreement) 18.3 % 12.47 % 18.44 % 13.07 % 9.11 % Net investment income (loss) 3.2 % 3.95 % (0.93) % 2.67 % 2.15 % Portfolio Turnover — % 35.34 % 17.83 % 24.56% 93.42 % (a) Calculated based on weighted average shares outstanding. (b) The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year. Distributions per share are rounded to the nearest $0.01. (c) The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the year. (d) Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the year and assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded. (e) Data presented for the year ended June 30, 2019 includes the shareholder activity of PWAY Class A and Class I shares, prior to the Merger and conversion into shares of the Company. The net asset value per share at beginning of year has been adjusted by the exchange ratio used in the Merger. (f) The amounts reflected for the year ended June 30, 2022 and 2021 were updated based on tax information received subsequent to our Form 10-K filing for the year ended June 30, 2022 and 2021. Certain reclassifications have been made in the presentation of prior period amounts. See Note 2 and Note 6 within the accompanying notes to the consolidated financial statements for further discussion. Revolving Credit Facility Total Amount Outstanding Asset Coverage per Unit(1) Involuntary Liquidating Preference per Unit(2) Average Market Value per Unit(2) December 31, 2023 $ 4,200,000 $ 3,933 — — September 30, 2023 $ 6,200,000 $ 3,114 — — June 30, 2023 $ 8,600,000 $ 2,709 — — March 31, 2023 $ 15,477,000 $ 1,937 — — December 31, 2022 $ 17,800,000 $ 1,830 — — September 30, 2022 $ 20,000,000 $ 1,792 — — June 30, 2022 $ 20,500,000 $ 1,815 — — March 31, 2022 $ 21,000,000 $ 1,895 — — December 31, 2021 $ 21,000,000 $ 1,924 — — September 30, 2021 $ 21,000,000 $ 1,938 — — June 30, 2021 $ 21,000,000 $ 1,950 — — March 31, 2021 $ 21,000,000 $ 1,971 — — December 31, 2020 $ 21,000,000 $ 1,976 — — September 30, 2020 $ 21,000,000 $ 1,947 — — June 30, 2020 $ 21,000,000 $ 1,931 — — March 31, 2020 $ 21,000,000 $ 1,914 — — December 31, 2019 $ 21,000,000 $ 2,018 — — September 30, 2019 $ 15,500,000 $ 2,461 — — June 30, 2019 $ 5,500,000 $ 5,256 — — (1) The asset coverage ratio is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit. (2) This column is inapplicable. Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Net decrease in net assets resulting from operations $ (546,884) $ (774,616) $ (1,869,304) $ (1,291,928) Weighted average common shares outstanding 2,406,920 2,373,798 2,405,143 2,374,492 Net decrease in net assets resulting from operations per share $ (0.23) $ (0.33) $ (0.78) $ (0.54) 10 –13 - SUBSEQUENT EVENTSthe accompanyingof issuance of these consolidated financial statements were available to be issued on November 14, 2017, and notes the following:OctoberJanuary 1, 20172024 and ending November 14, 2017,February 12, 2024, the Company sold 29,739.12issued 12,752 shares of its common stock for total gross proceeds of $403,200, issued amounts pursuant to its distribution reinvestment plan in the amount of $25,167,$68,483. repurchased 5,968.22sale of these shares for a total costare exempt from the registration requirements of $73,409the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. Company’s Repurchase Program.26TableContentsthe interest payment due on February 1, 2024 was adjusted from three month SOFR plus 5.5% to three month SOFR plus 1.00% for the interest period from November 1, 2023 through February 1, 2024. Record Date Payment Date PFLOAT Class A Common Shares, per share February 23, 2024 March 1, 2024 $0.02740 Operations. and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this quarterly report on Form 10-Q.Except as otherwise specified, references10-Q (the "Quarterly Report"). In addition to “we,” “us,” “our,” orhistorical information, the “Company,” refer to Triton Pacific Investment Corporation, Inc.Forward-Looking StatementsSomefollowing discussion and other parts of the statements in this quarterly report on Form 10-Q constituteQuarterly Report contain forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, but not limited to, statements as to:●our future operating results;●our business prospects and the prospects of our portfolio companies;●changes in the economy;●risk associated with possible disruptions in our operations or the economy generally;●the effect of investments that we expect to make;●our contractual arrangements and relationships with third parties;●actual and potential conflicts of interest with Triton Pacific Adviser, LLC and its affiliates;●the dependence of our future success on the general economy and its effect on the industries in which we invest;●the ability of our portfolio companies to achieve their objectives;●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 Triton Pacific Adviser, LLC and its Sub-Adviser to locate suitable investments for us and to monitor and administer our investments;●the ability of Triton Pacific Adviser, LLC, its Sub-Adviser and its affiliates to attract and retain highly talented professionals;●our ability to qualify and maintain our qualification as a RIC and as a BDC; and●the effect of changes in laws or regulations affecting our operations or to tax legislation and our tax position.Such forward-looking statements may include statements preceded by, followed by orinformation that otherwise include the words “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. The forward looking statements contained in this annual report involveinvolves risks and uncertainties. Our actual results couldmay differ materiallysignificantly from thoseany results expressed or implied or expressed in theby these forward-looking statements for any reason, includingdue to the factors set forth as “Riskdiscussed in Part II, “Item 1A. Risk Factors” in this report and in our last effective registration statement filed on form N-2 dated May 2, 2017, filed with“Forward-Looking Statements” appearing elsewhere herein.Securities and Exchange Commission (the “SEC”) on the same day.We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, shareholders are advised to consult any additional disclosures that we may make directly to them or through reports that we have filed or in the future may file with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K.27We are a publicly registered, non-traded fund focused on private equity, structured as a business development company that primarily makes equity, structured equity, and debt investments in small to mid-sized private U.S. companies. Structured equity refers to derivative investment products, including convertible notes and warrants, designed to facilitate highly customized risk-return objectives. Our private equity investments will generally take the form of direct investments in common and preferred equity, as well as structured equity investments such as convertible notes and warrants. non-diversified management investment company that has elected to be treatedregulated as a business development company under the Company Act. Triton Pacific Adviser, LLC (“Triton Pacific Adviser”BDC”), which is a registered investment adviser under the Investment AdvisersCompany Act of 1940, as amended (the “Advisers“1940 Act”) serves as our investment adviser and TFA Associates, LLC serves as our administrator. Each of these companies is affiliated with Triton Pacific Group, Inc., a private equity investment management firm, and its subsidiary, Triton Pacific Capital Partners, LLC (“TPCP”), a private equity investment fund management company, each focused on debt and equity investments in small to mid-sized private companies.We primarily make debt investments likely to generate current income and equity investments in small to mid-sized private U.S. companies either alone or together with other private equity sponsors.. Our investment objective is to generate current income and, long-termas a secondary objective, capital appreciation.Triton Pacific Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzingappreciation by targeting investment opportunities structuring investmentswith favorable risk-adjusted returns. Under normal market conditions, we will invest at least 80% of our net assets (plus any borrowings for investment purposes) in floating rate loans and monitoringother income producing investments. We will provide shareholders with 60 days' advanced notice prior to changing this 80% investment policy. We intend to meet our portfolio on an ongoing basis. In addition,investment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $2.5 billion. We have elected and intend to continue to qualify annually qualify to be treated,taxed for U.S. federal income tax purposes as a regulated investment company (“RIC”("RIC"), under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”"Code").Ourobjectives arepurposes) in floating rate loans and other income producing investments, effective September 16, 2022, we changed our name to maximizeProspect Floating Rate and Alternative Income Fund, Inc. In connection with the Merger, Prospect Flexible Income Management, LLC ("PFIM"), an affiliate of PWAY, became our investment portfolio’s total returnadviser, and Prospect Administration LLC (the "Administrator" or "Prospect Administration"), an affiliate of PFIM and our new investment adviser, Prospect Capital Management L.P. (the "Adviser"), became our administrator. Although PWAY merged with and into us, PWAY is considered the accounting survivor of the Merger and its historical financial statements are included and discussed herein and in other applicable reports that we file with the SEC. generating long-term capital appreciationour Board of Directors, including by all of the directors who are not “interested persons” (as defined in the 1940 Act). Our stockholders approved the Investment Advisory Agreement at a Special Meeting of Stockholders held on March 31, 2021. The Investment Advisory Agreement replaces our prior investment advisory agreement, dated March 31, 2019 (the “Former Investment Advisory Agreement”), with PFIM, our former investment adviser, which terminated effective April 20, 2021. The Investment Advisory Agreement is identical in all material respects to the Former Investment Advisory Agreement, except for its date of effectiveness, term and the Adviser serving as our investment adviser instead of PFIM. As such, the Former Investment Advisory Agreement and the Investment Advisory Agreement contain the same terms, provisions, conditions and fee rates, and provide for the same management services to be conducted by the Adviser as were conducted by PFIM.private equity investmentsBoard of Directors, including our directors who are not “interested persons” (as defined in the 1940 Act), on June 15, 2023.current income from our debt investments. Restated Advisory Agreement, please refer to “Investment Advisory Fees” below.intend to make both our debt and private equity investments in small to mid-sized private U.S. companies either alone or together with other private equity sponsors.We are offeringpreviously publicly offered for sale a maximum amount of $300,000,000 in shares of common stock on a "best efforts" basis with Triton Pacific Securities, LLC (the "Dealer Manager") serving as the dealer manager for the offering pursuant to a dealer manager agreement, as amended. The Dealer Manager was not required to sell any specific number or dollar amount of shares but would use its best efforts to sell the shares offered. Effective February 19, 2021, the offering was terminated and, as a result, the dealer manager agreement terminated in accordance with its terms and the Dealer Manager ceased serving as our dealer manager effective as of such date. Effective September 19, 2022, we engaged Preferred Capital Securities, LLC (“PCS”) as our dealer manager for our offering to “accredited investors” (within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”)) of shares of our common stock.stock (the “Private Offering”) on the terms and conditions set forth in our confidential private placement memorandum. We commencedare relying on the exemption provided by Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act in connection with our initial continuous public offering of shares through ourPrivate Offering. On September 13, 2023, we filed with the SEC an initial registration statement (File No. 333-174873) that wason Form N-2 for the offer and sale of up to $300,000,000 shares of our Class S, Class D and Class I common stock (the "Multi-Class Offering"). In connection with the Multi-Class Offering, we intend to authorize the issuance of separate classes of common stock and designate such classes Class S, Class D and Class I common stock, respectively (the "Common Stock"). The registration statement has not been declared effective by the SEC on September 4, 2012. Rule 415 promulgated underand no Common Stock may be sold in connection with the Securities Act requires that aMulti-Class Offering until such registration statement not be used for more than three years from its effective date, subject to a 180-day grace period. On September 2, 2015, we filed a registration statement with the SEC (File No. 333-206730) in order to continue our continuous public offering of shares for an additional three years or until all of the shares registered herein are sold. The registration statement for our follow-on offering wasis declared effective by the SEC on March 17, 2016 and our most-recent post-effective amendment to our registration was declared effective by the SEC on May 3, 2017.SEC.November 14, 2017,February 12, 2024, we have sold a total of 1,369,940.312,417,932 shares of common stock, for gross proceeds of approximately $20,155,355, including 489,001 shares issued pursuant to our distribution reinvestment plan, in the amountfor gross proceeds of $551,848,approximately $32,010,343, including the reduction due to $451,426$(4,474,819) in shares repurchased pursuant to the Company’s Repurchase Program,share repurchase program and 14,815 shares of common stock sold to Triton Pacific Adviser, LLC, our former investment adviser (the “TPIC Adviser”) in exchange for gross proceeds of $200,003.Our investment objective is to maximize our portfolio’s total return by generating current income from our debt investments and long-term capital appreciation from our equity investments. We will seek to meet our investment objectives by:-Focusing primarily on debt and equity investments in small and mid-sized private U.S. companies, which we define as companies with annual revenue As a result of from $10 million to $ 250 million at the time of investment;28-Leveraging the experience and expertise of our Adviser, its Sub-Adviser and its affiliates in sourcing, evaluating and structuring transactions;-Employing disciplined underwriting policies and rigorous portfolio management;-Developing our equity portfolio through our Adviser’s Value Enhancement Program, more fully discussed below in “Investment Objectives and Policies – Investment Process”; and-Maintaining a well-balanced portfolio.We intend to be active in both debt and equity investing. We will seek to provide current income to our investors through our debt investments while seeking to enhance our investors’ overall returns through long term capital appreciation of our equity investments. We intend to be opportunistic in our investment approach, allocating our investments between debt and equity, depending on:-Investment opportunities-Market conditions-Perceived RiskDepending on the amount of capital we raise in the Offering and subject to subsequent changes in our capital base, we expect that our investments will generally range between $250,000 and $25 million per portfolio company, although this range may change in the discretion of our Adviser, subject to oversight by our board of directors. Prior to raising sufficient capital to finance investments in this range and as a strategy to manage excess cash, we may make smaller and differing types of investments in, for example, high quality debt securities, and other public and private yield-oriented debt and equity securities, directly and through our Sub-Adviser. has engaged ZAIS to act as our investment sub-adviser. ZAIS assists our with identifying, evaluating, negotiating and structuring syndicated debt investments and makes investment recommendations for approval by our Adviser. ZAIS is a Delaware limited liability company and is a registered as an investment adviser under the Advisers ActAct. Our Adviser is led by John F. Barry III and hadM. Grier Eliasek, two senior executives with significant investment advisory and business experience. Mr. Barry currently controls our Adviser.$3.75 billion in assets under management$113,374. The tender offer was for cash at a price equal to the net asset value per share as of SeptemberOctober 31, 2023. The offer expired at 4:00 P.M., Eastern Time, on October 30, 2017. ZAIS2023, and a total of 283,611 shares were validly tendered and not withdrawn pursuant to the offer as of such date. In accordance with the terms of the offer, the Company purchased 21,113 shares validly tendered and not withdrawn at a price equal to $5.37 per share for an aggregate purchase price of approximately $113,374.not an affiliate of us or our Adviserto generate current income and, does not own anyas a secondary objective, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Under normal market conditions, we will invest at least 80% of our shares.We will generally source our private equity investments through third party intermediariesnet assets (plus any borrowings for investment purposes) in floating rate loans and our debt investments primarily through our Adviser and Sub-Adviser. We will invest only after we conduct a thorough evaluation of the risks and strategic opportunities of an investment and a price (or interest rate in the case of debt investments) has been established that reflects the intrinsic value of the investment opportunity. We will endeavor to identify the best exit strategy for each private equity investment, including methodology (for example, a sale, company redemption, or public offering) and an appropriate time horizon. We will then attempt to influence the growth and development of each portfolio company accordingly to maximize our potential return on investment using such exit strategy or another strategy that may become preferable due to changing market conditions. We anticipate that the holding period for most of our private equity investments will range from four to six years, but we will be flexible in order to take advantage of market opportunities or to overcome unfavorable market conditions.generate the majority ofmeet our current incomeinvestment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets. We expect to focus primarily on directly originating senior secured first lien loans and senior secured second lien loans and making investments in syndicated senior secured first lien loans, syndicated senior secured second lien loans, and to a lesser extent, subordinated debt, of middle market companies in a broad range of industries. Syndicated secured loans refer to commercial loans provided by a group of smalllenders that are structured, arranged, and administered by one or several commercial or investment banks, known as arrangers. These loans are then sold (or syndicated) to mid-sized private U.S. companies.other banks or institutional investors. Syndicated secured loans may have a first priority lien on a borrower’s assets (i.e., senior secured first lien loans), a second priority lien on a borrower’s assets (i.e., senior secured second lien loans), or a lower lien or unsecured position on the borrower’s assets (i.e., subordinated debt). We may purchase interests in loans through secondary market transactions in the “over-the-counter” market for institutional loans or directly fromexpect our target companies as primary market investments. In connectioncredit investments will typically have initial maturities between three and ten years and generally range in size between $1 million and $100 million, although the investment size will vary with the size of our capital base. We expect that the majority of our debt investments will bear interest at floating interest rates, but our portfolio may also include fixed-rate investments. We also expect to make our investments directly through the primary issuance by the borrower or in the secondary market. “Risk-adjusted returns” refers to a measure of investment return per unit of risk and provides a framework to compare and evaluate investment opportunities with differing risk/return profiles. The term “risk-adjusted returns” does not imply that we employ low-risk strategies or that an investment should be considered a low-risk or no risk investment.on occasion receive equity interests suchresult in our portfolio becoming more concentrated in particular types of credit instruments (such as warrants or options as additional consideration. The senior secured loans) and second lien secured loansless invested in which we invest generally will have stated termsother types of three to seven years and any subordinated investments that we make generally will have stated terms of up to ten years. However, there is no limit on the maturity or duration of any security we may hold in our portfolio.credit instruments. The loans in which we intend to invest are often rated by a nationally recognized ratings organization, and generally carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service or lower than “BBB-” by Standard & Poor’s Corporation –- also known as “high yield” or “junk bonds”). However, we may also invest in non-rated debt securities.29generally will not be permittedhave in the past and expect in the future to co-invest alongsideon a concurrent basis with certain affiliates, consistent with applicable regulations and our allocation procedures. On January 13, 2020, (amended on August 2, 2022), the parent company of the Adviser including TPCP and certain of its affiliates, unless we obtainreceived an exemptive order from the SEC granting the ability to negotiate terms, other than price and quantity, of co-investment transactions with other funds managed by our Adviser or certain affiliates, including us, Prospect Capital Corporation and Priority Income Fund, Inc., subject to certain conditions included therein. Under the terms of the Order permitting us to co-invest with other funds managed by our Adviser or its affiliates, a majority of our independent directors who have no financial interest in the transaction must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is otherwise permitted underconsistent with the interests of our stockholders and is consistent with our investment objective and strategies. The Order also imposes reporting and record keeping requirements and limitations on transactional fees. We may only co-invest with certain entities affiliated with our Adviser in negotiated transactions originated by our Adviser or its affiliates in accordance with such Order and existing regulatory guidance, such as syndicatedguidance. See Note 4 of the Consolidated Financial Statements. These co-investment transactions where price is the only negotiated term, and approval from our independent directors. We have applied for an exemptive relief order for co-investments, though there is no assurance that such exemptions will be granted, and in either instance, conflicts of interests with affiliates of our Adviser might exist. Should suchmay give rise to conflicts of interest arise, weor perceived conflicts of interest among us and the other participating accounts. To mitigate these conflicts, our Adviser have developed policies and procedures for dealing with such conflicts which require the Adviserits affiliates will seek to (i) execute suchallocate portfolio transactions for all of the participating investment accounts, including ours,us, on a fair and equitable basis, taking into account such factors as the relative amounts of capital available for new investments, the then-currentapplicable investment objectivesprograms and portfolio positions, of each party,the clients for which participation is appropriate and any other factors deemed appropriate and (ii) endeavor to obtain the advice of Adviser personnel not directly involved with the investment giving rise to the conflict as to such appropriateness and other factors as well as the fairness to all parties of the investment and its terms.appropriate. We intend to make all of our investments in compliance with the Company1940 Act and in a manner that will not jeopardize our status as a BDC or RIC.Company1940 Act to borrow funds to finance portfolio investments. To enhance our opportunity for gain, we intend to employ leverage as market conditions permit, but, as required underpermit. At the Company Act, in no event will2019 Annual Meeting, TPIC’s stockholders approved a proposal allowing us to modify our asset coverage ratio requirement from 200% to 150%. As a result, we were allowed to increase our leverage exceed 50%capacity effective as of the value of our assets. While we have not yet determined the amount of leverage we will use, we do not currently anticipate that we would approach the 50% maximum level frequently or at all.March 16, 2019. The use of leverage, although it may increase returns, may also increase the risk of loss to our investors, particularly if the level of our leverage is high and the value of our investments declines.and equity interests and CLOs that we hold. In addition, we may generate revenue from our portfolio companies in the form of commitment, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees. Any such fees will be recognized as earned.proposed investment adviser agreement.Investment Advisory Agreement with the Adviser. The advisory fees will compensate our Adviser for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.●corporate and organizational expenses relating to offerings of our common stock, subject to limitations included in the investment advisory and management services agreement;●the cost of calculating our net asset value, including the cost of any third-party valuation services;●the cost of effecting sales and repurchase of shares of our common stock and other securities;●investment advisory fees;●fees payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;●transfer agent and custodial fees;30Table• corporate and organizational expenses relating to offerings of Contents●fees and expenses associated with marketing efforts;●federal and state registration fees;●federal, state and local taxes;●independent directors’ fees and expenses;●costs of proxy statements, stockholders’ reports and notices;●fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;●direct costs such as printing, mailing, long distance telephone, and staff;●fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act;●costs associated with our reporting and compliance obligations under the Company Act and applicable federal and state securities laws;●brokerage commissions for our investments;●legal, accounting and other costs associated with structuring, negotiating, documenting and completing our investment transactions;●all other expenses incurred by our Adviser, in performing its obligations, subject to the limitations included in the investment adviser agreement; and●our common stock, subject to limitations included in the investment advisory and management services agreement; or us in connection with administering our business, including payments to our Administrator under the administration agreement that will be based upon our allocable portion of its overhead and other expenses incurred in performing its obligations under the administration agreement, including rent and our allocable portion of the costs of compensation and related expenses of our chief executive officer, chief compliance officer and chief financial officer and their respective staffs.Reimbursement of TFA Associates, LLC for Administrative ServicesTFA Associatesour Administrator for the administrative expenses necessary for its performance of services to us. Such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. However, such reimbursement is made in an amount equal to the lower of the Administrator’s actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. We will not reimburse our Administrator for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of TFA Associates.ninethree and six months ended September 30, 2017, we made investments in portfolio companies totaling $6,118,500.December 31, 2023, there were no purchased investment securities (excluding short-term securities). During the same period, we sold investmentsthree and received principal repaymentssix months ended December 31, 2023, there was a noncash restructured investment in the amount of $3,926,031.$0 and $997,560, respectively. During the three and six months ended December 31, 2023, sales and redemptions of investment securities (excluding short-termSeptember 30, 2017,December 31, 2023, our investment portfolio, with a total fair value of $11,485,679,$16,630,487, consisted of interests in 33 portfolio companies (66.4%39 investments (71% in first lien senior secured loans, 29.2%2% in second liensenior secured notes, 4% in equity/other and 23% in CLO - subordinated notes).4.4%15% in equity)CLO - subordinated notes). The portfolio companies that comprised our portfolio as of such date had an average annual EBITDA of approximately $162.4 million. September 30, 2017, the investments inDecember 31, 2023, our debtinvestment portfolio, were purchased atwith a weighted average price of 98.3% of par or stated value, and the weighted average credit rating of the investments in our portfolio that were rated (constituting 95.6% of our portfolio based on thetotal fair value of our investments) was B2 based upon the Moody’s scale. Our estimated gross annual$16,630,487, consisted of interests in 15 portfolio yield was 6.69% based upon the amortized cost of our investmentscompanies and was 7.41% on the debt portfolio alone. Our gross annual portfolio yield represents the expected yield to be generated by us on our investment portfolio based on the composition of our portfolio as of September 30, 2017. The portfolio yield does not represent an actual investment return to stockholders.31Total Portfolio Activitytables presenttable presents certain selected information regarding our portfolio investment activity for the nine months ended September 30, 2017composition and year endedweighted average yields as of December 31, 2016: Net Investment Activity Nine months ended September 30, 2017 Year ended
December 31, 2016 Purchases $ 6,118,500 $ 6,285,875 Sales and Redemptions (3,921,509 ) (1,110,406 ) Net Portfolio Activity $ 2,196,991 $ 5,175,469 The following tables summarize the composition of our purchases as of September2023 and June 30, 2017 and December 31, 2016: Nine months ended September 30, 2017 (Unaudited) Year Ended December 31, 2016 Investments at Amortized
Cost(1) Investments at Fair Value Fair Value Percentage of Total Portfolio Investments at Amortized
Cost(1) Investments at Fair Value Fair Value Percentage of Total Portfolio Senior Secured Loans—First Lien $ 7,600,385 $ 7,621,047 67 % $ 6,680,615 $ 6,761,313 63 % Senior Secured Loans—Second Lien 3,417,266 3,354,639 29 % 2,024,991 1,967,658 19 % Subordinated Debt 666,389 — 0 % 646,901 646,901 6 % Equity/Other 1,250,000 509,993 4 % 1,250,000 1,228,301 12 % Total $ 12,934,040 $ 11,485,679 100 % $ 10,602,507 $ 10,604,173 100 % (1)Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments. September 30, 2017 December 31, 2016 Number of Portfolio Companies 33 35 % Variable Rate (based on fair value) 95.6% 82.3% % Fixed Rate (based on fair value) 0.0% 6.1% % Non-Income Producing Equity or Other Investments (based on fair value) 4.4% 11.6% Average Annual EBITDA of Portfolio Companies 162.4MM 114.6MM Weighted Average Credit Rating of Investments that were Rated B2 B2 % of Investments on Non-Accrual (based on amortized cost) — — Gross Portfolio Yield Prior to Leverage (based on amortized cost) 7.4% 6.7% 32As of December 31, 2023 As of June 30, 2023 Amortized Cost Fair Value As Percent of
Total Fair ValueAmortized Cost Fair Value As Percent of
Total Fair ValueSenior Secured Loans-First Lien $ 11,517,085 $ 10,516,525 63 % $ 16,445,667 $ 15,362,386 70 % Senior Secured Loans-Second Lien 1,772,946 1,398,761 8 % 1,758,303 1,416,049 7 % Equity/Other 1,667,943 664,704 4 % 670,383 478,096 2 % Senior Secured Notes 752,630 288,075 2 % 752,867 271,899 1 % Structured subordinated notes 5,479,805 3,762,422 23 % 5,764,411 4,386,757 20 % Total $ 21,190,409 $ 16,630,487 100 % $ 25,391,631 $ 21,915,187 100 % Number of portfolio companies 15 19 Number of Structured subordinated notes 24 24 98% 99% 2 % 1 % 10 % 11 % 7 % 7 % % Weighted Average Yield on Structured Subordinated Notes (based on cost) 4 % 10 % 9 % 11 % % Weighted Average Yield (based on cost) for the entire portfolio 8 % 10 % September 30, 2017 and December 31, 2016: September 30, 2017 (Unaudited) December 31, 2016 Industry Classification Fair
Value Percentage of Portfolio Fair
Value Percentage of Portfolio Automotive Repair, Services, and Parking $ — 0.0 % $ 122,459 1.2 % Beverage, Food & Tobacco 1,658,531 14.4 % 1,162,891 11.0 % Business Services 4,365,138 38.0 % 2,793,526 26.3 % Consumer Services 1,178,419 10.3 % 955,659 9.0 % Energy: Oil & Gas 341,928 3.0 % 346,500 3.3 % Healthcare & Pharmaceuticals 949,567 8.3 % 1,403,008 13.2 % High Tech Industries 875,938 7.6 % 1,016,921 9.6 % Hotel, Gaming & Leisure 353,478 3.1 % — 0.0 % Media: Diversified and Production 345,471 3.0 % 347,375 3.3 % Metals & Mining 754,832 6.6 % 245,625 2.3 % Paper and Allied Products — 0.0 % 115,294 1.0 % Retail — 0.0 % 712,500 6.7 % Specialty Finance — 0.0 % 1,184,130 11.2 % Telecommunications 499,876 4.4 % — 0.0 % Transportation: Cargo — 0.0 % — 0.0 % Wholesale Trade-Nondurable Goods 162,501 1.3 % 198,285 1.9 % Total $ 11,485,679 100.0 % $ 10,604,173 100.00 % We do2023 and June 30, 2023: December 31, 2023 Industry Investments at Amortized Cost Percentage of Portfolio Investments at Fair Value Percentage of Portfolio Structured Finance $ 5,479,802 26 % $ 3,762,422 23 % Healthcare & Pharmaceuticals 2,456,741 12 % 2,594,623 16 % Services: Business 2,625,765 12 % 2,279,109 14 % Telecommunications 2,303,386 11 % 2,018,304 12 % Media: Diversified and Production 1,772,946 8 % 1,398,761 8 % Services: Consumer 1,686,932 8 % 1,374,491 8 % Media: Broadcasting & Subscription 966,985 5 % 972,576 6 % Wholesale 988,645 5 % 953,244 6 % Beverage, Food & Tobacco 960,986 5 % 927,178 5 % Financial 752,630 3 % 288,075 2 % Consumer goods: Non-Durable 997,560 5 % 53,825 — % Retail 198,026 — % 7,879 — % Total $ 21,190,404 100 % $ 16,630,487 100 % June 30, 2023 Industry Investments at Amortized Cost Percentage of Portfolio Investments at Fair Value Percentage of Portfolio Structured Finance $ 5,764,411 23 % $ 4,386,757 20 % Healthcare & Pharmaceuticals 2,942,734 12 % 2,880,134 13 % Services: Consumer 3,004,329 12 % 2,741,742 13 % Services: Business 2,647,846 10 % 2,507,919 11 % Telecommunications 2,283,487 9 % 2,324,213 11 % Wholesale 1,917,882 7 % 1,662,469 8 % Media: Diversified and Production 1,758,303 7 % 1,416,049 7 % Media: Broadcasting & Subscription 977,525 4 % 971,690 4 % Beverage, Food & Tobacco 972,281 4 % 920,151 4 % Consumer goods: Durable 703,653 3 % 678,492 3 % Consumer goods: Non-Durable 997,560 4 % 669,880 3 % Automotive 470,727 2 % 470,696 2 % Financial 752,867 3 % 271,899 1 % Retail 198,026 — % 13,096 — % Total $ 25,391,631 100 % $ 21,915,187 100 % each as defined in the Company1940 Act. We are an affiliate of two portfolio companies, Javlin Capital, LLC (held through TPJ Holdings, Inc. and a convertible note) and Injured Workers Pharmacy, LLC (held through ACON IWP Investors I, L.L.C.). In general, under the Company Act, we would be presumed to “control” a portfolio company if we owned 25% or more of its voting securities and would be an “affiliate” of a portfolio company if we owned 5% or more of its voting securities.Portfolio Asset QualityIn addition to various risk management and monitoring tools, our Subadviser uses an investment rating system to characterize and monitor the expected level of returns on each investment in our debt portfolio. All of the investments included in our Subadviser’s rating systems refer to non-rated debt securities or rated debt securities that carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service or lower than “BBB-” by Standard & Poor’s Corporation also known as “junk bonds”). These ratings are on a scale of 1 to 8 as follows:1.Highest quality obligors, minimal medium-term default risk; possibly moving towards investment grade status.2.High quality obligors, but not likely to move towards investment grade in the medium term; performing at or in excess of expected levels; solid liquidity; conservative credit statistics.3.Credits of with a history of performing with leverage (repeat issuers); moderate credit statistics currently performing at or in excess of expected levels; solid liquidity; no expectation of covenant defaults or third-party ratings downgrades.4.Credits new to the leveraged loan universe; currently performing within a range of expected performance; moderate to aggressive credit statistics.5.Credits new to the leveraged loan universe; currently performing within a range of expected performance; aggressive credit statistics or weak industry characteristics.6.Credits placed in this category are experiencing potential liquidity problems, but the issues are not imminent (more than 12 months).7.Credits placed in this category are experiencing nearer-term liquidity problems (within 12 months).338.Credits placed in this category have experienced either a technical or actual payment default which may require a write-down within our respective portfolios.Categories 1 through 5 are performing in line with expectation, while categories 6-8 are closely watched for or have experienced liquidity problems and/or default.distributioncomposition of our investment portfolio by level of control as of December 31, 2023 and June 30, 2023: December 31, 2023 June 30, 2023 Level of Control Cost % of Portfolio Fair Value % of Portfolio Cost % of Portfolio Fair Value % of Portfolio Affiliate $ — — % $ — — % $ — — % $ — — % Non-Control/Non-Affiliate 21,190,409 100 % 16,630,487 100 % 25,391,631 100 % 21,915,187 100 % Total
Investments $ 21,190,409 100 % $ 16,630,487 100 % $ 25,391,631 100 % $ 21,915,187 100 % 1 to 8 scale at fairextinguishment of debt. The following table shows the calculation of net asset value per share as of September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Investment Rating Fair Value Percentage Fair Value Percentage 1 $ — 0.0 % $ — 0.0 % 2 489,269 4.5 % — 0.0 % 3 3,722,619 33.9 % 2,690,027 30.8 % 4 2,382,414 21.7 % 2,689,677 30.8 % 5 4,010,757 36.5 % 3,010,103 34.5 % 6 370,627 3.4 % 339,164 3.9 % 7 — 0.0 % — 0.0 % 8 — 0.0 % — 0.0 % $ 10,975,686 100.0 % $ 8,728,971 100.0 % On2023 and June 30, 2017, The Company made the decision to fully mark down its remaining investment value in Javlin Financial as an unrealized loss. The decision was due to performance issues within Javlin Financial’s core business and a breakdown in restructuring negotiations between the Company, its lenders, and Javlin Financial’s controlling shareholder. It is unknown at this time if there will be any value to the investment.December 31, 2023 June 30, 2023 Net assets $ 12,317,524 $ 14,693,862 Shares of common stock issued and outstanding 2,405,180 2,409,452 Net asset value per share $ 5.12 $ 6.10 September 30, 2017December 31, 2023 and 2016,2022, we generated $227,488$475,158 and $114,659,$871,660, respectively, in investment income in the form of interest and fees earned on our debt portfolio. For the six months ended December 31, 2023 and 2022, we generated $1,020,274 and $1,667,174, respectively, in investment income in the form of interest and fees earned on our debt portfolio. Such revenues represent $220,006 ofwere primarily cash income and $7,482 in non-cash portions related to the accretion of discountsdiscounts. For the three and paid-in-kindsix months ended December 31, 2023, investment income was lower as we held fewer investments. This was partially offset by rising interest rates due to increases in LIBOR and SOFR rates. Although there were benefits to interest income due to the rising LIBOR and SOFR rates, our income from our structured subordinated notes decreased due to 1 additional investment with an effective yield estimated to be 0% for the three months ended September 30, 2017. We expectDecember 31, 2023 and 6 additional investments with an effective yield estimated to be 0% for the dollar amount of interest that we earnsix months ended December 31, 2023, as expected future cash flows are anticipated to continuenot be sufficient to increaserepay these investment at cost as well as many investments exiting the size of our investment portfolio increases.ninethree months ended September 30, 2017December 31, 2023 and 2016, we generated $596,6662022, PIK interest included in interest income totaled $36,876 and $292,873, respectively, in investment income in$0, respectively. For the form of interest and fees earned on our debt portfolio. Such revenues represent $553,262 of cash income and $43,404 in non-cash portions related to the accretion of discounts and paid-in-kind interest for the ninesix months ended September 30, 2017.reimbursement from the sponsorexpense limitation support totaled $830,617 and management fee waiver totaled $283,890 and $212,838$826,049 for the three months ended September 30, 2017December 31, 2023 and 2016, respectively,2022, respectively. Total operating expenses before expense limitation support totaled $1,681,460 and $1,662,368 for the six months ended December 31, 2023 and 2022, respectively. These operating expenses consisted primarily of interest and credit facility expense, offering costs, base management fees, adviseradministrator costs, legal expense, valuation services and administrator reimbursements, professional fees, insurance expense, directors’ feesaudit and other general and administrative fees. tax expense.quartersthree months ended December 31, 2023 and 2022, respectively, were $83,459$74,073 and $60,625, respectively, and the incentive$105,950. The base management fees for the quarterssix months ended December 31, 2023 and 2022, respectively, were $157,432 and $218,384. Base management fees were lower for the three and six months ended December 31, 2023 due to the reduction in average total assets. Management fees for the the three and six months ended December 31, 2023 and 2022 were waived.$11,265, respectively. $4,281. The offering costs for the six months ended December 31, 2023 and 2022, respectively, were $0 and $12,794 The offering costs were higher for the three and six months ended December 31, 2022 because we incurred initial costs associated with launching a private placement offering. The offering costs were lower for the three and six months ended December 31, 2023 because the initial costs associated with our initial registration statement on Form N-2 filed with the SEC for our Multi-Class Offering are being capitalized and will be expensed once the Multi-Class Offering has commenced.Expense Reimbursement Agreementexpense limitation support payment (discussed below), the sponsor reimbursed the Company $0$(74,073) and $201,573$(105,950) for the three months ended September 30, 2017December 31, 2023 and 2016.34Total operating expenses before reimbursement from the sponsor and management fee waiver totaled $754,626 and $598,110 for the nine months ended September 30, 2017 and 2016, respectively, and consisted of base management fees, adviser and administrator reimbursements, professional fees, insurance expense, directors’ fees and other general and administrative fees. The base management fees for the periods were $246,154 and $156,957, respectively, and the incentive fees for the quarters were ($334) and $31,609,2022, respectively. Pursuant to the Expense Reimbursement Agreementexpense limitation support payment (discussed below), the sponsor reimbursed the Company $80,847$(157,432) and $566,501$(218,384) for the ninesix months ended September 30, 2017December 31, 2023 and 2016.other generalnet investment (loss) income totaled $(281,386) and administrative expenses totaled $13,095 and $9,272$151,561 for the three months ended September 30, 2017December 31, 2023 and 2016, respectively, and $23,168 and $15,189 for the nine months ended September 30, 2017 and 2016, respectively, and consisted of the following: Three months ended September 30, 2017 Three months ended September 30, 2016 Nine months ended September 30, 2017 Nine months ended September 30, 2016 Licenses and permits $ — $ — $ 413 $ — Outside Services 9,753 — 9,753 — Printing fees 2,408 1,950 8,560 6,137 Travel expenses — 6,150 1,056 6,150 Other 934 1,172 3,386 2,902 Total $ 13,095 $ 9,272 $ 23,168 $ 15,189 Net Investment Income($56,402) (($0.04) per share based on weighted average shares outstanding)$(503,754) and $223,190 for the six months ended December 31, 2023 and 2022, respectively. The net investment income for the three and six months ended September 30, 2017December 31, 2023 was lower due to an increase in Administrator expenses and $103,394 ($0.12 per share based on weighted average shares outstanding) for the three months ended September 30, 2016.Our net investment income totaled ($77,113) (($0.07) per share based on weighted average shares outstanding) for the nine months ended September 30, 2017general and $261,264 ($0.36 per share based on weighted average shares outstanding) for the nine months ended September 30, 2016.and nine months ended September 30, 2017,December 31, 2023 and 2022, respectively, we soldreceived proceeds from sales and repayments on unaffiliated investments of $96,760 and received principal payments of $1,313,279 and $3,926,031,$707,688, from which we realized a net gaingains (losses) of $31,093$(33) and $95,657,$(147,942), respectively. For the three and ninesix months ended September 30, 2016,December 31, 2023 and 2022, respectively, we soldreceived proceeds from sales and repayments on unaffiliated investments of $3,737,814 and received principal payments of $70,595 and $220,384,$2,066,272, from which we realized gains (losses) of $215,228 and $147,942, respectively. During the the six months ended December 31, 2023, we recognized a netrealized loss from debt of $0 and $1,167, respectively.Appreciation/DepreciationGains/Losses on Investmentsappreciationgains (losses) on investments reflects the net change in the fair value of our investment portfolio. For the three and nine months ended September 30, 2017,December 31, 2023 and 2022, net changeschange in unrealized appreciation were ($131,397)gains (losses) totaled $(265,465) and ($1,450,025)$(778,235), respectively. For the six months ended December 31, 2023 and 2022, net change in unrealized gains (losses) totaled $(1,083,478) and $(1,367,176), respectively. For the three and ninesix months ended September 30, 2016, net changes in unrealized appreciation were $56,324December 31, 2023, the fair value of our investments was negatively impacted by macro-economic challenges such as reduced demand, economic volatility, and $158,046, respectively.On June 30, 2017, The Company made the decision to fully mark down its remaining investment value in Javlin Financial as an unrealized loss. The decision was due to performance issues within Javlin Financial’s core business and a breakdown in restructuring negotiations between the Company, its lenders, and Javlin Financial’s controlling shareholder. It is unknown at this time if there will be any value to the investment.Changes in Net Assets from OperationsFor the three and nine months ended September 30, 2017, we recorded a net income of ($161,230) and ($1,436,004), respectively versus net income of $159,718 and $418,144, respectively, for the three and nine months ended September 30, 2016.35Based on 1,266,225 and 1,143,880 weighted average common shares outstanding for the three and nine months ended September 30, 2017, basic and diluted, our per share net increase in net assets resulting from operations was ($0.13) and ($1.26).Based on 827,457 and 731,866 weighted average common shares outstanding for the three and nine months ended September 30, 2016, basic and diluted, our per share net increase in net assets resulting from operations was $0.19 and $0.57. from the net proceeds of our offering, and from cash flows from fees (such as management fees), interest and dividends earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use of funds is investments in companies, and payments of our expenses and distributions to holders of our common stock.The offeringrepresentson a continuous offering of our shares. The initial offering of our common stock commenced on September 4, 2012 and terminated on March 1, 2016. On March 17, 2016, we commenced the follow-on offering of our common stock, which follow-on offering is currently ongoing. We intend to file post-effective amendments to our registration statement to allow us to continue our offering for three years. Our most recent post-effective amendment was filed with the SEC on May 2, 2017 and declared effective on May 3, 2017."best efforts" basis. The Dealer Manager iswas not required to sell any specific number or dollar amount of shares but willwould use its best efforts to sell the shares offered. The minimum investment in shares of our common stock isin the offering was $5,000.The current Effective February 19, 2021, the offering pricewas terminated and, as a result, the dealer manager agreement terminated in accordance with its terms and the Dealer Manager ceased serving as our dealer manager effective as of such date. Effective September 19, 2022, we engaged PCS as our dealer manager for our Private Offering. We are relying on the exemption provided by Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act in connection with our Private Offering. As of December 31, 2023, we have not sold any shares is $13.46 per share; however, toin our Private Offering.boardBoard of directorsDirectors or a committee thereof is required, within 48 hours of the time that each closing and sale is made, to make the determination that we are not selling shares of any class of our common stock at a price per share which, after deducting upfront selling commissions, if any, is below the then-current net asset value per share of the applicable class. Promptly following any such adjustment to the offering price per share and to the extent we are conducting a public offering, we will file a prospectus supplement with the SEC disclosing the adjusted offering price, and we appropriately publish the updated information. The Dealer Manager for this offering is an affiliate of our Adviser.During the nine months ended September 30, 2017, we sold 362,028.61 shares of our common stock for gross proceeds of $5,320,227 at an average price per share of $14.70. The increase in capital in excess of par during the nine months ended September 30, 2017 include reinvested stockholder distributions of $214,336 for which we issued 16,105.02 shares of common stock. The sales commissions and dealer manager fees related to the sale of our common stock were $502,640 for the nine months ended September 30, 2017. These sales commissions and fees include $97,435 retained by the dealer manager, Triton Pacific Securities, LLC, which is an affiliate of ours.Our offering expenses are capitalized as deferred offering expenses and then subsequently expensed over a 12-month period.boardBoard of directorsDirectors determines that leveraging our portfolio would be in our best interests and the best interests of our stockholders. We have not yet decided, however, whether, and to what extent, we will finance portfolio investments using debt. We do not currently anticipate issuing any preferred stock.Contractual ObligationsWecertain contractsa Revolving Loan Agreement, dated as of May 16, 2019 (the “Loan Agreement”).which we have material future commitments.the Credit Facility of the three-month LIBOR plus 2.20% was extended through May 14, 2021. On May 11, 2021, the end date of the ramp period of the Credit Facility was further extended from May 14, 2021 to November 15, 2021. As a result, the interest rate on borrowings under the Credit Facility of the three-month LIBOR plus 2.20% was extended through November 15, 2021. On August 26, 2021, the end date of the ramp period of the Credit Facility was further extended from November 15, 2021 to August 25, 2022. In exchange, the interest rate on borrowings under the Credit Facility of the three-month LIBOR plus 2.20% was extended permanently. On July 27, 2012,6, 2022, the end date of the ramp period of the Credit Facility was further extended from August 25, 2022 to August 25, 2023. In connection with such extension, the interest rate on borrowings under the Credit Facility was amended from three-month LIBOR plus 2.20% to Secured Overnight Financing Rate (“SOFR”) plus 2.20%. On March 24, 2023, (i) the end date of the ramp period of the Credit Facility was further extended from August 25, 2023 to October 25, 2023 and (ii) the Loan Agreement was amended to require sales of collateral and/or receipt of capital contributions in a combined amount to have generated proceeds (on a trade date basis) (x) during the period from March 24, 2023 through April 30, 2023, in the Initial Amount (the "Initial Amount") of $4,000,000, and (y) during each month thereafter in an amount equal to $2,000,000 (the "Required Amount") with any amount in excess of the total Required Amount plus the Initial Amount contributing to the Required Amount for the next month. In connection with such extension and amendment, the interest rate on borrowings under the Credit Facility was reduced from SOFR plus 2.20% to SOFR plus 1.55%. The Credit Facility was secured by substantially all of the SPV’s properties and assets. Under the Loan Agreement, the SPV made certain customary representations and warranties and was required to comply with various covenants, including reporting requirements and other customary requirements for similar credit facilities. The Loan Agreement included usual and customary events of default for credit facilities of this nature. On November 7, 2022, Royal Bank of Canada granted a waiver of any non-compliance with certain waterfall provisions in the Loan Agreement that may have occurred prior to November 7, 2022. Further non-compliance with certain waterfall provisions was permitted through January 31, 2023.investment advisory agreement with Triton Pacific Adviser, LLC in accordanceSenior Secured Revolving Credit Facility. As of December 31, 2023, we had $4,200,000 outstanding on our Senior Secured Revolving Credit Facility. As of December 31, 2023, the investments used as collateral for the Senior Secured Revolving Credit Facility had an aggregate fair value of $16,630,487, which represents 100% of our total investments for the period. As of December 31, 2023, cash balances of $505,541 were used as collateral for the Senior Secured Revolving Credit Facility. The fair value of the Senior Secured Revolving Credit Facility was $4,200,000 and is categorized as Level 2 under ASC 820 as of December 31, 2023. The fair value of the Senior Secured Revolving Credit Facility is equal to its carrying value as the Senior Secured Revolving Credit Facility is repriced to a market rate of interest frequently.1940 Act. The investment advisory agreement became effectiveorigination of the Senior Secured Revolving Credit Facility, we incurred $884,762 in fees, all of which are being amortized over the term of the Senior Secured Revolving Credit Facility. As of December 31, 2023, $806,503 remains to be amortized and is reflected as deferred financing costs on June 25, 2014,the Consolidated Statements of Assets and Liabilities.that we met the minimum offering requirement. Triton Pacificaccompanying consolidated financial statements were available to be issued on February 12, 2024 and notes the following: serves as our investment advisor in accordance withfor the termssale of our investment advisory agreement. Payments under our investment advisory agreement in each reporting period will consist$10.0 million of (i)the Company's Class A common stock at a management feepurchase price per share equal to a percentagethe Company's net asset value per share as of January 31, 2024. The exact number of shares sold will not be known until the Company's net asset value per share as of January 31, 2024 is determined, which is expected in the middle of February 2024. The shares are issued as of February 1, 2024. The offer and sale of these shares are exempt from the registration requirements of the valueSecurities Act of our gross assets1933, as amended, pursuant to Section 4(a)(2) thereof and (ii)Regulation D thereunder. capital gains incentive fee basedforbearance agreement amending the cash payment rate. A portion of the interest payment due on our performance.36TableContentsJuly 27, 2012, weJanuary 30, 2024, the Company entered into the administration agreement with TFA Associates, LLC pursuantfirst amendment (the “First Amendment”) to the Senior Secured Revolving Credit Agreement. Among other changes, the First Amendment amends the original Senior Secured Revolving Credit Agreement to provide for an increase in the aggregate commitment from $20,000,000 to $65,000,000. On February 1, 2024, there was an Automatic Commitment Increase which TFA Associates furnishes us with administrative services necessaryincreased the aggregate commitment from $65,000,000 to conduct our day-to-day operations. TFA Associates is reimbursed$75,000,000.administrative expenses it incurs on our behalf in performing its obligations. Such costs are reasonably allocated to usthe month of February 2024, which reflects a targeted annualized distribution rate of 7.00% based on the basiscurrent net asset value per share for the second fiscal quarter ended December 31, 2023. The distribution has a monthly record date as of assets, revenues, time records or other reasonable methods. We do not reimburse TFA Associates for any services for which it receivesthe close of business of the last Friday in February 2024 and equals a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocatedweekly amount of $0.00685 per share of common stock. The distribution will be paid to a controlling personstockholders of TFA Associates. Atrecord as of the time of our offering, our Administrator has contracted with Bank of New York Mellon and affiliated entities to provide additional administrative services, while we have directly engaged Bank of New York Mellon and affiliated entities to act as our custodian. We have also contracted with Phoenix American Financial Services to act as our transfer agent, plan administrator, distribution paying agent and registrar.If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under the investment advisory agreement and administration agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.Off-Balance Sheet ArrangementsOther than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.Record Date Payment Date PFLOAT Class A Common Shares, per share February 23, 2024 March 1, 2024 $0.02740 obtain and maintain RIC tax treatment, we generally must, among other things, distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of: (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our recognized capital gains in excess of recognized capital losses for the one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year) and (iii) any ordinary income and netor capital gains for preceding years that wererecognized but not distributed during suchin preceding years and on which we paid no federal income tax.not be distributedunable toboardBoard of directorsDirectors has authorized, and has declared, cash distributions on our common stock on a monthly basis since the second quarter of 2015.2015 (in our capacity as TPIC). The amount of each such distributionsdistribution is subject to our boardBoard of directors’Directors’ discretion and applicable legal restrictions related to the payment of distributions. We calculate each stockholder’s specific distribution amount for the month using record and declaration dates, and distributions will begin to accrue on the date we accept subscriptions for shares of our common stock. From time to time, we may also pay interim distributions at the discretion of our board.Board of Directors. Each year a statement on Internal Revenue Service Form 1099-DIV (or any successor form) identifying the source of the distribution (i.e.,(i) paid from investment company taxable income, which is generally our net ordinary income plus our realized net short-term capital gains in excess of realized net long-term capital gains, (ii) paid from net capital gain on the sale of securities, which is our realized net long-term capital gains in excess of realized net-short term capital losses, and/or (iii) a return of paid-in capital surplus, which is generally a nontaxable distribution) will be mailed to our stockholders. Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from our offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes.37(1)During the nine months ended September 30, 2017 and 2016, 92.7% and 86.3%, respectively, of the Company’s gross investment income was attributable to cash income earned, and 7.3% and 13.7%, resepctively was attributable to non-cash accretion of discount and paid in-kind interest.Related Party Transactionsinvestmentincentive fee. Under the Amended and Restated Advisory Agreement, we reduced the base management fee from an annual rate of 1.75% to 1.20% and eliminated the incentive fee payable thereunder, effective as of January 1, 2022 and until the Listing Anniversary. Until such January 1, 2022 effective date, the advisory agreement with Triton Pacificfees payable to the Adviser were as set forth in whichthe Investment Advisory Agreement. The cost of any advisory fees payable to the Adviser will ultimately be borne by our stockholders. See “-Investment Advisory Fees.”holdshold an equity interest.interest in our Adviser. Members of our senior management also serve as principals of other investment managers affiliated with Triton Pacificour Adviser that do and may in the future manage investment funds, accounts or other investment vehicles with investment objectives similar to ours.We have entered intoadministrationaffiliate of the Adviser, became the administrator for the Company pursuant to an administrative agreement, as amended and restated as of June 17, 2019 (the "Administration Agreement").The Administrator performs, oversees and arranges for the performance of administrative services necessary for the operation of the Company. These services include, but are not limited to, accounting, finance and legal services. For providing these services, facilities and personnel, the Company reimburses the Administrator for the Company’s actual and allocable portion of expenses and overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and the Company’s allocable portion of the costs of its Chief Financial Officer and Chief Compliance Officer and her staff. For the three months ended December 31, 2023 and 2022, allocation of overhead from the Administrator to the Company was $362,572 and $235,719, respectively. For the six months ended December 31, 2023 and 2022, allocation of overhead from the Administrator to the Company was $586,322 andTFA Associatesother funds managed by the Adviser or certain affiliates, including Prospect Capital Corporation (“PSEC”) and Priority Income Fund, Inc. (“PRIS”), where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions included therein.our senior management holds equity interestone or more funds managed or owned by the Adviser or its affiliates has previously invested. actDirectorsprincipals.We have entered into a dealer manager agreement with Triton Pacific Securities, LLC and pay themthe Company did not exceed the minimum net asset value required (i.e., greater than $100 million) to receive a fee of up to 10% of gross proceeds raised infor the offering, some of which will be re-allowed to other participating broker-dealers. Triton Pacific Securities, LLC is an affiliated entity of Triton Pacific Adviser.We have entered into a license agreement with Triton Pacific Group, Inc. under which Triton Pacific Group, Inc. has granted us a non-exclusive, royalty-free license to usethree and six months ended December 31, 2023 and 2022. The officers do not receive any direct compensation from the name “Triton Pacific” for specified purposes in our business. Under this agreement, we have the right to use the “Triton Pacific” name, subject to certain conditions, for so long as Triton Pacific Adviser or one of its affiliates remains our investment advisor. Other than with respect to this limited license, we have no legal right to the “Triton Pacific” name.We haveCompany. supportlimitation agreement, dated March 31, 2019 (the "Former ELA"), with PFIM, which was terminated effective February 17, 2021 in accordance with its terms. Amounts waived pursuant to the Former ELA ceased being eligible for repayment after September 30, 2023. On and conditional reimbursementeffective April 20, 2021, the Company entered into a new expense limitation agreement with Triton Pacificthe Adviser, pursuantwhich was amended and restated on July 7, 2021 to extend the period during which the Adviser will pay upbe required to 100%waive its investment advisory fees under the Investment Advisory Agreement, from September 30, 2021 to June 30, 2022 (the "First Amended and Restated ELA"). On August 23, 2022, the Company entered into the Second Amended and Restated Expense Limitation Agreement (the "Second Amended and Restated ELA") to extend the period during which the Adviser will be required to waive its investment advisory fees under the Investment Advisory Agreement from June 30, 2022 to December 31, 2022. On April 24, 2023, the Company entered into the Third Amended and Restated Expense Limitation Agreement (the “Third Amended and Restated ELA” and, together with the First Amended and Restated ELA and the Second Amended and Restated ELA, the "ELA") to extend the period during which the Adviser will be required to waive its investment advisory fees under the Investment Advisory Agreement from December 31, 2022 to June 30, 2024. Other than this change, the terms and conditions of the Company’s organization, offeringThird Amended and Restated ELA are identical to those of the First and Second Amended and Restated ELAs. The ELA has an initial term ending on June 30, 2024 and may be continued thereafter for successive one-year periods in accordance with its terms. Pursuant to the terms of each expense limitation agreement the applicable investment adviser, in its sole discretion, could waive a portion or all of the investment advisory fees that it was entitled to receive under its investment advisory agreement with the Company in order to limit the Company's operating expenses subject to repayment by usan annual rate, expressed as a percentage of the Company's average quarterly net assets, equal to 8.00%. In addition, under the Adviser, in order forELA, the Company to achieve a reasonable level of expenses relative to its investment income, as determined by the Company and the Adviser. our Adviser has agreed to make advanceswaive its investment advisory fees to usthe extent necessary to cover certainlimit the Company's operating expenses to such annual rate from the effective date of our operating expenses. (Seethe ELA through June 30, 2024. The Former ELA did not contain this guaranteed waiver. Other than this guaranteed waiver, the terms and conditions of the ELA are substantially similar to those of the Former ELA. See “Expense ReimbursementLimitation Agreement”, below.)Management Feeagreement,which terminated effective April 20, 2021. The Investment Advisory Agreement is identical in all material respects to the Former Investment Advisory Agreement, except for its date of effectiveness, term and the Adviser serving as the Company’s investment adviser instead of PFIM. As such, the Former Investment Advisory Agreement and the Investment Advisory Agreement contain the same terms, provisions, conditions and fee rates, and provide for the same management services to be conducted by the Adviser as were conducted by PFIM.payamended and restated the Investment Advisory Agreement to reduce the advisory fees payable thereunder, effective as of January 1, 2022 and until the one year anniversary of the listing of our common stock on a national securities exchange (the “Listing Anniversary”), as further discussed below. The Amended and Restated Advisory Agreementiswas calculated at a quarterlyan annual rate of 0.5%1.75% (0.4375% quarterly) of our average grosstotal assets, (including amounts borrowedwhich includes any borrowings for investment purposes) and payable quarterly in arrears.purposes. For the first quarter of our operations following the date of Investment Advisory Agreement, the base management fee was calculated based on the initialaverage value of our gross assets.total assets as of the date of the Investment Advisory Agreement and at the end of the calendar quarter in which the date of the Investment Advisory Agreement fell, and was appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Subsequently, the base management fee for any calendar quarteris payable quarterly in arrears, and is calculated based on the average value of our grosstotal assets at the end of thatthe two most recently completed calendar quarters, and the immediately preceding quarters,is appropriately adjusted for any share issuances or repurchases during thatthe then current calendar quarter. The baseBase management fee mayfees for any partial month or may not be taken in whole or in part atquarter is appropriately pro-rated. At the discretion of our Adviser. All or any part ofAdviser’s option, the base management fee not taken as to any quarter shall be accrued without interest and may be taken in such other quarter as our Adviser shall determine. The base management fee for any partial quarter willperiod may be appropriately pro-rated.39Though, in accordance with the Advisers Act,deferred, without interest thereon, and paid to the Adviser could have received anat any time subsequent to any such deferral as the Adviser determines.both current income earned and income from(2) the capital gains the Adviser has agreed to waive any incentive fees from current income. As such,fee. Adviser will be paid an incentive fee, only uponwhich is referred to as the realization of a capital gain from the sale of an investment. Thesubordinated incentive fee will beon income, is calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding calendar quarter. For purposes of this fee, “pre-incentive fee net investment income” means interest income, dividend income and distribution cash flows from equity investments and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, expenses reimbursed under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the organization and offering expenses and incentive fees on income and capital gains). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The subordinated incentive fee on income is subject to a quarterly fixed preferred return to investors, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, of 1.5% (6.0% annualized), subject to a “catch up” feature. Operating expenses are included in the calculation of the subordinated incentive fee on income.dateend of our liquidation or theeach calendar year (or upon termination of the investment adviser agreement,Investment Advisory Agreement, as of the termination date), and will equal 20%equals 20.00% of our realized capital gains on a cumulative basis from inception throughfor the end of each quarter,calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, lessat the aggregate amountend of any previously paid capital gain incentive fees.For purposes of the foregoing: (1) the calculation ofsuch year; provided that the incentive fee shall includedetermined as of December 31, 2021 will be calculated for a period of shorter than twelve calendar months to take into account any net realized capital gains, that result from cash distributions that are treated as a returnif any, computed net of all realized capital (2) any such return oflosses and unrealized capital will be treated as a decrease in our cost basisdepreciation for the relevant investment and (3) all fiscal year-end valuations will be determined by us in accordance with GAAP, applicable provisionsperiod commencing as of the Company Actdate of the Investment Advisory Agreement and our pricing procedures.ending on December 31, 2021. In determining the capital gains incentive fee payable to ourthe Adviser, we will calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each of the investmentsinvestment that has been in our portfolio. For the purpose of this purpose, aggregatecalculation, an “investment” is defined as the total of all rights and claims which may be asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, will equal the sum of the positive differences between the aggregate net sales pricesprice of our investments,each investment and the aggregate amortized cost basis of such investment when sold and the cost of such investments since inception.or otherwise disposed. Aggregate realized capital losses will equal the sum of the amounts by which the aggregate net sales pricesprice of our investments, when sold,each investment is less than the originalaggregate amortized cost basis of such investments since inception.investment when sold or otherwise disposed. Aggregate unrealized capital depreciation will equalequals the sum of the difference,differences, if negative, between the aggregate valuation of each investment and the aggregate amortized cost basis of such investment as of the applicable date and the original cost of such investment.calendar year-end. At the end of the applicable period,calendar year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee will equal theinvolves netting aggregate realized capital gains lessagainst aggregate realized capital losses on a since-inception basis and lessthen reducing this amount by the aggregate unrealized capital depreciation with respect to our portfolio investments.depreciation. If this number is positive, at the end of such period, then the capital gains incentive fee for such period will bepayable is equal to 20%20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid in all prior periods.Whilesince inception. Operating expenses are not taken into account when determining capital gains incentive fees.investment advisory agreement neither includes nor contemplatesInvestment Advisory Agreement to reduce the inclusionbase management fee from an annual rate of unrealized gains in1.75% (0.4375% quarterly) to 1.20% (0.30% quarterly) and eliminate the incentive fee payable thereunder, effective as of January 1, 2022 and until the Listing Anniversary.ofthat occurs after such anniversary, and (2) the Adviser will be entitled to receive the same incentive fee, including the subordinated incentive fee on income and the capital gains incentive fee, pursuant to an interpretation of an American Institute of Certified Public Accountants, or AICPA, Technical Practice Aid for investment companies, we include unrealized gainsas set forth in the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to our Advisor as if our entire portfolio was liquidated at its fair value as of the balance sheet date even though our Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.The organizational and offering expense and other expense reimbursements may include a portion of costs incurred by our Adviser or its members or affiliates on our behalf for legal, accounting, printing and other offering expenses, including for marketing, salaries and direct expenses of its employees, employees of its affiliates and others while engaged in registering and marketing the shares of our common stock, which shall include development of marketing and marketing presentations and training and educational meetings and generally coordinating the marketing process for us and may also include amounts reimbursed by us to our Dealer Manager for actual bona fide due diligence expenses incurred by our Dealer Manager or participating broker-dealers in an aggregate amount that is reasonable in relation to the gross proceeds raised in our offering and which are supported by detailed, itemized invoices. None of the reimbursements referred to above will exceed actual expenses incurred by our Adviser, its members or affiliates. Our Adviser will reimburse to us, without recourse or reimbursement by us, any organizational and offering expenses to the extent those expenses, when aggregated with sales load, exceed 15.0%.40Expense Reimbursement AgreementOn March 27, 2014, we and our Adviser agreed to an Expense Support and Conditional Reimbursement Agreement, or the Expense Reimbursement Agreement. The Expense Reimbursement Agreement was amended and restated effective November 17, 2014. Under the Expense Reimbursement Agreement, as amended, our Adviser, in consultation with the Company, will pay up to 100% of both our organizational and offering expenses and our operating expenses, all as determined by us and our Adviser. As used in the Expense Reimbursement Agreement, operating expenses refer to third party operating costs and expenses incurred by us, as determined under generally accepted accounting principles for investment management companies. Organizational and offering expenses include expenses incurred in connection with the organization of our company and expenses incurred in connection with our offering, which are recorded as a component of equity. The Expense Reimbursement Agreement states that until the net proceeds to us from our offering are at least $25 million, our Adviser will pay up to 100% of both our organizational and offering expenses and our operating expenses. After we received at least $25 million in net proceeds from our offering, our Adviser may, with our consent, continue to make expense support payments to us in such amounts as are acceptable to us and our Adviser. Any expense support payments shall be paid by the Adviser to the Company in any combination of cash, and/or offsets against amounts otherwise due from the Company to the Adviser.Under the Expense Reimbursement Agreement as amended, once we have received at least $25 million in net proceeds from our offering,we are required to reimburse our Adviser for any expense support payments we received from themoccurring within three years of the date on which we incurred such expenses.However, with respect to any expense support payments attributable to our operating expenses, (i) we will only reimburse our Adviser for expense support payments made by our Adviser to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on an annualized basis and net of any expense reimbursement payments received by us during such fiscal year) to exceed the percentage of our average net assets attributable to shares of our common stock represented by “other operating expenses” during the fiscal year in which such expense support payment from our Adviser was made (provided, however, that this clause (i) shall not apply to any reimbursement payment which relates to an expense support payment from our Adviser made during the same fiscal year); and (ii) we will not reimburse our Adviser for expense support payments made by our Adviser if the annualized rate of regular cash distributions declared by us at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by us at the time our Adviser made the expense support payment to which such reimbursement relates. “Other operating expenses” means our total operating expenses excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses.In addition, with respectto any expense support payment attributable to our organizational and offering expenses,we will only reimburse our Adviser for expense support payments made by our Adviser to the extent that the payment of such reimbursement (together with any other reimbursement for organizational and offering expenses paid during such fiscal year) is limited to 15% of cumulative gross sales proceeds including the sales load (or dealer manager fee) paid by us.Under the Expense Reimbursement Agreement, any unreimbursed expense support payments may be reimbursed by us within a period not to exceed three years from the end of the quarter in which we incurred the expense.We or our Adviser may terminate the expense reimbursement agreement at any time upon thirty days’ written notice. The expense reimbursement agreement will automatically terminate upon termination of the Investment Advisory Agreement and discussed above, commencing with the first calendar quarter after such anniversary. The Amended and Restated Advisory Agreement became effective on January 1, 2022. Until such effective date, the advisory fees payable to the Adviser were as set forth in the Investment Advisory Agreement. See “Investment Advisory Agreement” above.upon our liquidationJune 30, 2023. During the three and six months ended December 31, 2023 and 2022, there were no incentive fees incurred.dissolution.The Expense Reimbursement Agreementother lenders, debt securities and preferred stock.byalso required to offer to repurchase its terms, effective retroactivelyoutstanding shares at the rate of 25% per quarter over four calendar quarters. Under theour inception dateborrow up to one dollar for investment purposes for every one dollar of April 29, 2011.investor equity, and under the 150% minimum asset coverage ratio, the Company will be permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a) of the 1940 Act, as amended, permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1 to 1 to a maximum of 2 to 1.our Adviser has agreed to reimburse a total of $5,292,191 as of September 30, 2017.41Below is a table that provides information regarding expense support payments incurred by our Adviser pursuant to the Expense Support Agreement as well as other information relating to our ability to reimburse our Adviser for such payments. Operating Expense Ratio as of the Annualized Distribution Date Expense Rate as of the Date Eligible for Amount of Expense Amount of Offering Cost Payment Obligation Expense Payment Reimbursement Quarter Ended Payment Obligation Payment Obligation Incurred( 1) Obligation Incurred( 2) Through September 30, 2012 $21,826 432.69% — September 30, 2015 December 31, 2012 $26,111 531.09% — December 31, 2015 March 31, 2013 $30,819 N/A — March 31, 2016 June 30, 2013 $59,062 N/A — June 30, 2016 September 30, 2013 $65,161 N/A — September 30, 2016 December 31, 2013 $91,378 455.09% — December 31, 2016 March 31, 2014 $68,293 148.96% — March 31, 2017 June 30, 2014 $70,027 $898,518 23.17% — June 30, 2017 September 30, 2014 $92,143 $71,060 20.39% — September 30, 2017 December 31, 2014 $115,777 $90,860 11.15% — December 31, 2017 March 31, 2015 $134,301 $106,217 13.75% 2.01% March 31, 2018 June 30, 2015 $166,549 $167,113 14.10% 3.20% June 30, 2018 September 30, 2015 $147,747 $240,848 10.45% 3.20% September 30, 2018 December 31, 2015 $136,401 $280,376 7.41% 3.60% December 31, 2018 March 31, 2016 $157,996 $232,895 6.00% 3.52% March 31, 2019 June 30, 2016 $206,933 $285,878 4.95% 3.52% June 30, 2019 September 30, 2016 $201,573 $223,020 4.52% 3.13% September 30, 2019 December 31, 2016 $104,561 $168,876 4.45% 3.11% December 31, 2019 March 31, 2017 $80,847 $252,875 4.21% 3.19% March 31, 2020 June 30, 2017 $0 $176,963 3.98% 3.18% June 30, 2020 September 30, 2017 $0 $119,188 4.19% 3.00% September 30, 2020 (1)“Operating Expense Ratio” includes all expenses borne by us, except for organizational and offering expenses, base management and incentive fees owed to our Adviser,financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. The Company did not achieve its minimum offering amount until June 25, 2014 and as a result, did not invest the proceeds from the offering and realize any income from investments prior to the end of its fiscal quarter.(2)“Annualized Distribution Rate” equals the annualized rate of distributions paid to stockholders based on the amount of the regular cash distribution paid immediately prior to the date the expense support payment obligation was incurred by our Adviser. “Annualized Distribution Rate” does not include special cash or stock distributions paid to stockholders. The Company did not achieve its minimum offering amount until June 25, 2014 and as a result, did not have an opportunity to invest the proceeds from the offering and realize any income from investments or pay any distributions to stockholders prior to the end of its fiscal quarter.Beginning the year ended December 31, 2016, the Adviser began to reimburse less than 100% of Operating Expenses, and for the quarter ended September 30, 2017, the Adviser did not reimburse any Operating Expenses. Of these Offering and Operating Expenses, $1,494,398 has exceeded the three-year period for repayment and will not be repayable by the Company.The chart below, on a cumulative basis, discloses the components of the Reimbursement due from Sponsor reflected on the chart above: September 30, December 31, 2017 2016 Operating Expenses $ 1,977,504 $ 1,896,657 Offering Costs 3,314,687 2,765,662 Due to related party offset (4,619,337 ) (4,213,469 ) Reimbursements received from Adviser (342,715 ) (342,715 ) Other amounts due to affiliates 448 448 Total Reimbursement due from Adviser $ 330,587 $ 106,583 42Operating Expenses are the amounts reimbursed by the Adviser for our operating costs and Offering Costs are the cumulative amount of organizational and offering expenses reimbursed to us by the Adviser and subject to future reimbursement percertain additional disclosure requirements and the termsrepurchase obligations described above, the minimum asset coverage ratio applicable to the Company was reduced from 200% to 150%, effective as of March 16, 2019.expense reimbursement agreement. Due to related party offset represents the cash the Adviser paid directly for our operating and offering expenses and Reimbursements received from sponsor are the amounts the Adviser paid in cash to us for reimbursement of our operating and offering costs.Either we or our Adviser may terminate the Expense Support Agreement at any time, except that if our Adviser terminates the agreement, it may not terminate its obligations to provide expense support payments after the commencement of any monthly period. If we terminate the Investment Advisory Agreement, we will be required to repay our Adviser all expense support payments made by our Adviser within three years of the date of termination.Revolving Credit Facility Total Amount Outstanding Asset Coverage per Unit(1) Involuntary Liquidating Preference per Unit(2) Average Market Value per Unit(2) December 31, 2023 $ 4,200,000 $ 3,933 — — September 30, 2023 $ 6,200,000 $ 3,114 — — June 30, 2023 $ 8,600,000 $ 2,709 — — March 31, 2023 $ 15,477,000 $ 1,937 — — December 31, 2022 $ 17,800,000 $ 1,830 — — September 30, 2022 $ 20,000,000 $ 1,792 — — June 30, 2022 $ 20,500,000 $ 1,815 — — March 31, 2022 $ 21,000,000 $ 1,895 — — December 31, 2021 $ 21,000,000 $ 1,924 — — September 30, 2021 $ 21,000,000 $ 1,938 — — June 30, 2021 $ 21,000,000 $ 1,950 — — March 31, 2021 $ 21,000,000 $ 1,971 — — December 31, 2020 $ 21,000,000 $ 1,976 — — September 30, 2020 $ 21,000,000 $ 1,947 — — June 30, 2020 $ 21,000,000 $ 1,931 — — March 31, 2020 $ 21,000,000 $ 1,914 — — December 31, 2019 $ 21,000,000 $ 2,018 — — September 30, 2019 $ 15,500,000 $ 2,461 — — June 30, 2019 $ 5,500,000 $ 5,256 — — (1) The asset coverage ratio is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit. (2) This column is inapplicable. PoliciesThis discussion ofEstimatesexpected operating plans is based upon our expected financial statements, which will be preparedFinancial Statements in accordance with U.S. GAAP. In applying many of these accounting principles, generally accepted in the United States, or GAAP. The preparation of these financial statements will require our management towe make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.expenses in our consolidated financial statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In additiondiffer materially. These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the discussion below, we will describe ourinherent nature of these estimates.policies in the notesestimates, including those relating to our future financial statements.Valuation of InvestmentsOur board of directors has established procedures for the valuation of our investment portfolio. These proceduresportfolio, are detaileddescribed below.Investments The critical accounting estimates should be read in conjunction with our risk factors as disclosed in Part I, Item 1A. Risk Factors, in our Annual Report on Form 10-K for which market quotations are readily available will be valued at such market quotations. For mostthe fiscal year ended June 30, 2023. See Note 2 to our consolidated financial statementsinvestments, market quotations will not be available. With respectinvestment portfolio is determined, and Note 8 to investmentsour consolidated financial statements for which market quotations are not readily available or when such market quotations are deemed notinformation about the inputs and assumptions used to representmeasure fair value of our boardinvestment portfolio.directors has approved a multi-step valuation process each quarter, as described below:1.Each portfolio company or investment will be valued by our Adviser, potentially with assistance from one or more independent valuation firms engaged by our board of directors;2.the independent valuation firm, if involved, will conduct independent appraisals and make an independent assessment of theFinancial Instruments of each investment;3.the audit committee of our board of directors will review and discuss the preliminary valuation prepared by our Adviser and that of the independent valuation firm, if any; and4.the board of directors will discuss the valuations and determine the fair value of each investment in our portfolio in good faith based on the input of our Adviser, the independent valuation firm, if any, and the audit committee.Investments will be valued utilizing a cost approach, a market approach, an income approach, or a combination of approaches, as appropriate. The cost approach is most likely only to be used early in the life of an investment or if we determine that there has been no material change in the investment since purchase. 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 value amount, calculated using an appropriate discount rate. The measurement is based on the net present 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 fair value pricing our investments, include, as relevant: 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,we follow the nature and realizable valueguidance of any collateral, the Company’s ability to make payments, its earnings and discounted cash flows, the markets in which the Company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, the principal market and enterprise values, among other factors.43We have adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) TopicASC 820, Fair Value Measurements and Disclosures (formerly Statement of Financial Accounting Standards No. 157, Fair Value Measurements)Measurement (“ASC 820”), whichthat defines fair value, establishes a framework for measuring fair value in accordanceconformity with generally accepted accounting principlesGAAP, and expandsrequires disclosures about fair value measurements.Topic 820, provides a consistent definition ofthe fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. It defines fair valueour investments is defined as the price an entitythat we would receive whenupon selling an asset is sold or when a liability is transferredinvestment in an orderly transaction betweento an independent buyer in the principal or most advantageous market participants atin which that investment is transacted.measurement date. In addition, ASC Topic 820 provides a framework for measuringinputs used to measure these fair value and establishes a three-level hierarchy for fair value measurements based uponvalues into the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:1:1. Quoted prices in active markets for identical assets or liabilities, accessible by the companyus at the measurement date.2:2. Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.3:3. Unobservable inputs for the asset or liability.In accordance All of our investments carried at fair value are classified as Level 2 or Level 3 as of December 31, 2023 and June 30, 2023, with ASC Topic 820,a significant portion of our investments classified as Level 3.is definedon a quarterly basis, with changes in fair value reflected as a net change in unrealized gains (losses) from investments in the price thatConsolidated Statement of Operations.would receive upon selling anperform a multiple step valuation process with our investment professionals alongside our independent valuation firms. The independent valuation firms prepare valuations for each investment which are presented by the independent valuation firms to the Audit Committee of our Board of Directors. The Audit Committee makes a recommendation to the Board of Directors of the value for each investment and the Board of Directors approves the values with the input of the Adviser quarterly. For intra-quarter valuations, the Adviser as Valuation Designee takes the most recent quarterly valuations approved by the Board of Directors, calculates the estimated earnings per share for each investment in an orderly transactionorder to an independent buyeradjust the valuation of each investment for income that is expected to be realized and considers other factors that should be taken into account in order to adjust the principalvaluations, including, market changes in expected returns for similar investments; performance improvement or most advantageous market indeterioration which that investment is transacted.Revenue RecognitionWe record interest income on an accrual basis towould change the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued andmargin added to the principal balance, we generallybase interest rate charged; the nature and realizable value of any collateral; the issuer’s ability to make payments and its earnings and discounted cash flow; the markets in which the issuer does business; comparisons to publicly traded securities; and other relevant factors.not accrue PIK interest for accounting purposes ifconsider the pricing indicated by external events such as a purchase or sale transaction to corroborate the valuation.companycompany’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine the EV, we typically use a market (multiples) valuation indicatesapproach that such PIK interestconsiders relevant and applicable market trading data of guideline public companies, transaction metrics from precedent merger and acquisitions transactions, and/or a discounted cash flow . The asset recovery analysis is not collectible. Weintended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets.accrue ashave a receivable interestreadily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on loans and debt securities for accounting purposes ifresale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have reason to doubt our ability to collect such interest. Original issue discounts,recorded it. In addition, changes in the market discounts or premiums are accreted or amortized usingenvironment and other events that may occur over the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, is recognized on an accrual basis tolife of the extent that we expect to collect such amount.Net Realized Gains or Losses and Net Change in Unrealized Appreciation or DepreciationWe will measure net realizedinvestments may cause the gains or losses byultimately realized on these investments to be different than the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.44Item 3: Quantitative and Qualitative Disclosures About Market Risk.September 30, 2017, 95.6%December 31, 2023, 98% (based on fair value) of our investments paid variable interest rates noneand 2% paid fixed rates (considering interest rate flows for floating rate instruments, excluding our investments in equity and 4.4% were non-income producing equity.structured subordinated notes). A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to certain variable rate investments we hold and to declines in the value of any fixed rate investments we may hold in the future.effect over a twelve-month periodestimated annual impact of changes in interest rates (considering interest rate flows for floating rate instruments, excluding our investments in equity, fixed rate instruments and structured subordinated notes) on our interest income, interest expense and net interest income, assuming no changes in our investment portfolio and borrowing arrangements in effect as of September 30, 2017:LIBOR Basis Point ChangePercentageChange in NetInterest IncomeDown 25 basis points-3.23%Current LIBOR0.00%Up 100 basis points17.27%Up 200 basis points30.21%Up 300 basis points43.15%45Interest Rate Basis Point Change Interest Income Interest Expense Net Investment Income Up 300 basis points $ 402,634 $ 126,000 $ 276,634 Up 200 basis points $ 268,423 $ 84,000 $ 184,423 Up 100 basis points $ 134,211 $ 42,000 $ 92,211 Down 100 basis points $ (134,211) $ (42,000) $ (92,211) Down 200 basis points $ (268,423) $ (84,000) $ (184,423) Down 300 basis points $ (402,634) $ (126,000) $ (276,634) See “Part I - Item 2. Management’s DiscussionFor discussion of critical accounting policies, estimates and Analysis of Financial Conditionrisks regarding our portfolio valuation, refer to "Critical Accounting Estimates" above and Results of Operations—Critical Accounting Policies—Valuation of Portfolio Investments.”to our Annual Report on Form 10-K for the year ended June 30, 2023.Item 4: Controls and Procedures.In accordance with Rules 13a-15(b) and 15d-15(b)Procedures Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervisiondesign and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectivenessoperation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this Quarterly Report on Form 10-Q and determined thatappropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, are effective.Changemanagement recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.No change occurred(as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three monthsquarter ended September 30, 2017December 31, 2023, that hashave materially affected, or isare reasonably likely to materially affect our internal control over financial reporting.Item 1: Legal Proceedings.Company is not currentlyresolution of such matters as may arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any material legal proceedings nor, to our knowledge, are any legal proceedings threatened against us or our subsidiaries.as of December 31, 2023.Item 1A: Risk Factors.There have been no material changes fromset forthin Part I, “Item 1A. Risk Factors” in our annual reportAnnual Report on Form 10-K for the fiscal year ended December 31, 2016.June 30, 2023 which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.None.Date of Issuance Record Date Number of Shares Purchase Price per Share July 28, 2023 August 4, 2023 5,633 $6.09 August 25, 2023 September 1, 2023 5,652 $6.09 September 29, 2023 October 6, 2023 7,135 $6.09 October 27, 2023 November 3, 2023 5,630 $6.09 November 24, 2023 December 1, 2023 5,623 $5.37 December 29, 2023 January 5, 2024 7,063 $5.37 Item 3: Defaults Upon Senior Securities.None.Item 4: Mine Safety Disclosures.None.None.46TableContents6: Exhibits.EXHIBIT INDEX47