Goldman Sachs Private Middle Market Credit LLC

Quarterly report

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	7,408	$	16,023	$	30,033	$	47,996
Payment-in-kind income		1,665		1,468		6,390		3,355
Other income		65		54		251		170
From non-controlled affiliated investments:
Dividend income		863		758		1,838		2,142
Total investment income	$	10,001	$	18,303	$	38,512	$	53,663
Expenses:
Interest and other debt expenses	$	—	$	2,244	$	1,708	$	7,958
Management fees		1,184		1,572		4,160		4,633
Incentive fees		(641)		3,683		(3,307)		7,053
Professional fees		1,354		346		1,882		795
Administration and custodian fees		132		138		409		429
Directors’ fees		46		50		151		151
Other general and administrative expenses		169		176		433		375
Total expenses	$	2,244	$	8,209	$	5,436	$	21,394
Net investment income	$	7,757	$	10,094	$	33,076	$	32,269
Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	2,063	$	3,651	$	92	$	(25,443)
Non-controlled affiliated investments		—		—		605		—
Foreign currency and other transactions		—		9		2,648		75
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		(13,176)		6,569		(52,748)		33,328
Non-controlled affiliated investments		—		(267)		(626)		(594)
Foreign currency forward contracts		(66)		65		4		42
Foreign currency translations		—		779		(1,562)		212
Net realized and unrealized gains (losses)	$	(11,179)	$	10,806	$	(51,587)	$	7,620
(Provision) benefit for taxes on realized gain/loss on investments	$	—	$	—	$	(203)	$	—
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		(211)		(28)		(26)		79
Net increase (decrease) in members’ capital from operations	$	(3,633)	$	20,872	$	(18,740)	$	39,968
Weighted average units outstanding		10,687,877		10,687,877		10,687,877		10,687,877
Basic and diluted net investment income per unit	$	0.73	$	0.94	$	3.10	$	3.02
Basic and diluted earnings per unit	$	(0.34)	$	1.95	$	(1.75)	$	3.74

	For the Nine Months Ended
	September 30, 2024			September 30, 2023
Per Unit Data:(1)
NAV, beginning of period	$	37.92		$	37.76
Net investment income		3.10			3.02
Net realized and unrealized gains (losses)(2)		(4.83)			0.71
Income tax provision, realized and unrealized gains		(0.02)			0.01
Net increase (decrease) in Members' Capital from operations(2)		(1.75)			3.74
Distributions recorded:
From return of capital		(9.05)			—
From net investment income		(2.06)			(2.06)
Total distributions recorded		(11.11)			(2.06)
Total increase (decrease) in Members' Capital		(12.86)			1.68
NAV, end of period	$	25.06		$	39.44
Units outstanding, end of period		10,687,877			10,687,877
Weighted average units outstanding		10,687,877			10,687,877
Total return based on NAV(3)		(4.61	)%		9.90	%
Supplemental Data/Ratio(4):
Members’ Capital, end of period	$	267,825		$	421,579
Ratio of expenses (without incentive fees and interest and other debt expenses) to average Members’ Capital		2.52	%		2.05	%
Ratio of interest and other debt expenses to average Members’ Capital		0.62	%		2.56	%
Ratio of incentive fees to average Members’ Capital		(0.89	)%		1.70	%
Ratio of total expenses to average Members’ Capital		2.25	%		6.31	%
Ratio of net investment income to average Members’ Capital		11.59	%		10.96	%
Portfolio turnover		2	%		8	%

	For the Nine Months Ended
	September 30, 2024		September 30, 2023

Cash flows from operating activities:
Net increase (decrease) in members’ capital from operations:	$	(18,740)	$	39,968
Adjustments to reconcile net increase (decrease) in members’ capital from operations to net cash provided by (used for) operating activities:
Purchases of investments		(5,697)		(4,017)
Payment-in-kind interest capitalized		(7,092)		(2,207)
Investments in affiliated money market fund, net		935		15,907
Proceeds from sales of investments and principal repayments		177,207		51,084
Net realized (gain) loss on investments		(697)		25,443
Net change in unrealized (appreciation) depreciation on investments		53,374		(32,734)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions		23		96
Amortization of premium and accretion of discount, net		(1,790)		(2,160)
Amortization of deferred financing costs		619		741
Change in operating assets and liabilities:
(Increase) decrease in interest and dividends receivable		4,138		312
(Increase) decrease in other assets		(857)		1
Increase (decrease) in interest and other debt expenses payable		(1,339)		(706)
(Decrease) increase in management fees payable		(354)		43
(Decrease) Increase in incentive fees payable		(3,307)		7,053
Increase (decrease) in directors’ fees payable		—		47
Increase (decrease) in accrued expenses and other liabilities		1,489		98
Net cash provided by operating activities	$	197,912	$	98,969
Cash flows from financing activities:
Distributions paid	$	(132,348)	$	(22,000)
Financing costs paid		—		(315)
Repayments of debt		(63,082)		(64,328)
Secured borrowings		762		—
Net cash provided by (used for) financing activities	$	(194,668)	$	(86,643)
Net increase in cash		3,244		12,326
Effect of foreign exchange rate changes on cash and cash equivalents		(27)		(138)
Cash, beginning of period		11,340		10,001
Cash, end of period	$	14,557	$	22,189
Supplemental and non-cash activities
Interest expense paid	$	2,380	$	7,838
Exchange of investments	$	2,053	$	34,878

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
	($ in millions)
Interest and other debt expenses	$	—	$	2.24	$	1.71	$	7.96
Management fees		1.18		1.57		4.16		4.63
Incentive fees		(0.64)		3.68		(3.31)		7.05
Professional fees		1.35		0.35		1.88		0.80
Administration and custodian fees		0.13		0.14		0.41		0.40
Directors’ fees		0.05		0.05		0.15		0.15
Other general and administrative expenses		0.17		0.18		0.43		0.40
Total expenses	$	2.24	$	8.21	$	5.43	$	21.39

	September 30, 2024 (Unaudited)		December 31, 2023
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $337,260 and $495,130)	$	250,521	$	462,522
Non-controlled affiliated investments (cost of $3,354 and $5,254)		3,354		5,880
Total investments, at fair value (amortized cost of $340,614 and $500,384)	$	253,875	$	468,402
Investments in affiliated money market fund (cost of $52,931 and $53,866)		52,931		53,866
Cash		14,557		11,340
Interest and dividends receivable		3,988		8,126
Deferred financing costs		—		619
Other assets		1,148		291
Total assets	$	326,499	$	542,644
Liabilities
Debt	$	—	$	63,082
Interest and other debt expenses payable		—		1,339
Management fees payable		1,184		1,538
Incentive fees payable		53,529		56,836
Distribution payable		—		13,579
Unrealized depreciation on foreign currency forward contracts		174		178
Secured borrowings		1,540		—
Accrued expenses and other liabilities		2,247		758
Total liabilities	$	58,674	$	137,310
Commitments and contingencies (Note 8)
Members’ capital
Preferred units (0 units issued and outstanding)	$	—	$	—
Common units (10,687,877 and 10,687,877 units issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)		451,640		548,420
Distributable earnings (loss)		(183,815)		(143,086)
Total members’ capital	$	267,825	$	405,334
Total liabilities and members’ capital	$	326,499	$	542,644
Net asset value per unit	$	25.06	$	37.92

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