10-Q: Quarterly report [Sections 13 or 15(d)]
Published on November 10, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. ☒
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted 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
such files). ☐ Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
As of November 10, 2022,
the registrant had
Table of Contents
i
PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Palmer Square Capital BDC Inc.
Consolidated Statements of Assets and Liabilities
(Unaudited)
| September 30, 2022 (Unaudited) |
December 31, 2021 |
|||||||
| Assets: | ||||||||
| Non-controlled, non-affiliated investments, at fair value (amortized cost of $ |
$ | $ | ||||||
| Cash and cash equivalents | ||||||||
| Receivables: | ||||||||
| Receivable for sales of investments | ||||||||
| Receivable for paydowns of investments | ||||||||
| Due from investment adviser | ||||||||
| Dividend receivable | ||||||||
| Interest receivable | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Credit facilities, net (Note 6) | $ | $ | ||||||
| Payables: | ||||||||
| Payable for investments purchased | ||||||||
| Distributions payable | ||||||||
| Management fee payable | ||||||||
| Directors fee payable | ||||||||
| Accrued other general and administrative expenses | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and contingencies (Note 8) | ||||||||
| Net Assets: | ||||||||
| Common Shares, $ |
$ | $ | ||||||
| Additional paid-in capital | ||||||||
| Total distributable earnings (accumulated deficit) | ( |
) | ||||||
| Total Net Assets | $ | $ | ||||||
| Total Liabilities and Net Assets | $ | $ | ||||||
| Net Asset Value Per Common Share | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
Palmer Square Capital BDC Inc.
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Income: | ||||||||||||||||
| Investment income from non-controlled, non-affiliated investments: | ||||||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||
| Dividend income | ||||||||||||||||
| Other income | ||||||||||||||||
| Total investment income from non-controlled, non-affiliated investments | ||||||||||||||||
| Total Investment Income | ||||||||||||||||
| Expenses: | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Management fees | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Directors fees | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| Less: Management fee waiver (Note 3) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net expenses | ||||||||||||||||
| Net Investment Income (Loss) | ||||||||||||||||
| Realized and unrealized gains (losses) on investments and foreign currency transactions | ||||||||||||||||
| Net realized gains (losses): | ||||||||||||||||
| Non-controlled, non-affiliated investments | ( |
) | ( |
) | ||||||||||||
| Total net realized gains (losses) | ( |
) | ( |
) | ||||||||||||
| Net change in unrealized gains (losses): | ||||||||||||||||
| Non-controlled, non-affiliated investments | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total net change in unrealized gains (losses) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total realized and unrealized gains (losses) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | ( |
) | $ | $ | ( |
) | |||||||||
| Per Common Share Data: | ||||||||||||||||
| $ | $ | $ | ||||||||||||||
| $ | ( |
) | $ | $ | ( |
) | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
Palmer Square Capital BDC Inc.
Consolidated Statements of Changes in Net Assets
(Unaudited)
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Increase (Decrease) in Net Assets Resulting from Operations: | ||||||||||||||||
| Net investment income (loss) | $ | $ | $ | $ | ||||||||||||
| Net realized gains (losses) on investments and foreign currency transactions | ( |
) | ( |
) | ||||||||||||
| Net change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | ( |
) | ( |
) | ||||||||||||
| Decrease in Net Assets Resulting from Stockholder Distributions | ||||||||||||||||
| Dividends and distributions to stockholders | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Distributions declared from realized gains | ||||||||||||||||
| Net Decrease in Net Assets Resulting from Stockholder Distributions | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Increase in Net Assets Resulting from Capital Share Transactions | ||||||||||||||||
| Issuance of common shares | ||||||||||||||||
| Reinvestment of distributions | ||||||||||||||||
| Net Increase in Net Assets Resulting from Capital Share Transactions | ||||||||||||||||
| Total Increase (Decrease) in Net Assets | ( |
) | ( |
) | ||||||||||||
| Net Assets, Beginning of Period | ||||||||||||||||
| Net Assets, End of Period | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Palmer Square Capital BDC Inc.
Consolidated Statement of Cash Flows
(Unaudited)
| For the Nine Months Ended September 30 |
||||||||
| 2022 | 2021 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net increase (decrease) in net assets resulting from operations | $ | ( |
) | $ | ||||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities: | ||||||||
| Net realized (gains)/losses on investments | ( |
) | ||||||
| Net change in unrealized (gains)/losses on investments | ||||||||
| Net accretion of discount on investments | ( |
) | ( |
) | ||||
| Purchases of short-term investments | ( |
) | ( |
) | ||||
| Purchases of portfolio investments | ( |
) | ( |
) | ||||
| Proceeds from sale of short-term investments | ||||||||
| Proceeds from sale of portfolio investments | ||||||||
| Amortization of deferred financing cost | ||||||||
| Increase/(decrease) in operating assets and liabilities: | ||||||||
| (Increase)/decrease in receivable for sales of investments | ||||||||
| (Increase)/decrease in interest and dividends receivable | ( |
) | ( |
) | ||||
| (Increase)/decrease in due from investment adviser | ( |
) | ||||||
| (Increase)/decrease in receivable for paydowns of investments | ( |
) | ( |
) | ||||
| (Increase)/decrease in prepaid expenses and other assets | ( |
) | ||||||
| Increase/(decrease) in interest payable on credit facilities | ||||||||
| Increase/(decrease) in payable for investments purchased | ( |
) | ||||||
| Increase/(decrease) in management fees payable | ( |
) | ||||||
| Increase/(decrease) in directors fee payable | ( |
) | ||||||
| Increase/(decrease) in accrued other general and administrative expenses | ( |
) | ||||||
| Net cash provided by (used in) operating activities | ( |
) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Borrowings on the credit facilities | ||||||||
| Payments on the credit facilities | ( |
) | ||||||
| Payments of debt issuance costs | ( |
) | ||||||
| Distributions paid in cash | ( |
) | ( |
) | ||||
| Proceeds from issuance of common shares, net of change in subscriptions | ||||||||
| receivable of $ - | ||||||||
| Net cash provided by (used in) financing activities | ( |
) | ||||||
| Net increase/(decrease) in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental and Non-Cash Information: | ||||||||
| Interest paid during the period | $ | $ | ||||||
| Distributions declared during the period | $ | $ | ||||||
| Reinvestment of distributions during the period | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Debt Investments | ||||||||||||||||||||||
| First Lien Senior Secured(2) | ||||||||||||||||||||||
| AAdvantage Loyalty IP Ltd. (4)(7) | Airlines |
|
$ | $ | $ | % | ||||||||||||||||
| Accelerated Health Systems, LLC (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Acrisure, LLC (7) | Insurance |
|
% | |||||||||||||||||||
| Acrisure, LLC (7) | Insurance |
|
% | |||||||||||||||||||
| AHP Health Partners, Inc. (7) | Healthcare Equipment and Supplies |
|
% | |||||||||||||||||||
| AI Aqua Merger Sub, Inc., (7)(8) | Food Products |
|
% | |||||||||||||||||||
| Aimbridge Acquisition Co., Inc. (7) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| Air Methods Corporation (7) | Aerospace and Defense |
|
% | |||||||||||||||||||
| Alliant Holdings Intermediate LLC (7) | Insurance |
|
% | |||||||||||||||||||
| Allied Universal Holdco LLC (7) | Professional Services |
|
% | |||||||||||||||||||
| Alterra Mountain Company (7) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| Amentum Government Services Holdings LLC (7) | Aerospace and Defense |
|
% | |||||||||||||||||||
| American Rock Salt Company LLC (7) | Metals and Mining |
|
% | |||||||||||||||||||
| Amynta Agency Borrower, Inc. (7) | Insurance |
|
% | |||||||||||||||||||
| AP Gaming I, LLC (4)(7) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| Aptean Inc (7)(8) | Software |
|
% | |||||||||||||||||||
5
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| AQA Acquisition Holding, Inc. (7) | Software |
|
% | |||||||||||||||||||
| ARC Falcon I Inc. (7) | Chemicals |
|
% | |||||||||||||||||||
| Aruba Investments Holdings, LLC (7) | Chemicals |
|
% | |||||||||||||||||||
| Ascend Learning, LLC (7) | Professional Services |
|
% | |||||||||||||||||||
| AssuredPartners, Inc. (7) | Insurance |
|
% | |||||||||||||||||||
| AssuredPartners, Inc. (7) | Insurance |
|
% | |||||||||||||||||||
| Autokiniton US Holdings, Inc. (7)(8) | Auto Components |
|
% | |||||||||||||||||||
| Avaya Inc. (4)(7) | Diversified Telecommunication Services |
|
% | |||||||||||||||||||
| Avaya, Inc. (4)(7) | Diversified Telecommunication Services |
|
% | |||||||||||||||||||
| Aveanna Healthcare LLC (4)(5)(7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Aveanna Healthcare LLC DDTL (4)(5)(7)(10) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Barracuda Networks, Inc. (7) | Software |
|
% | |||||||||||||||||||
| BBB Industries (8) | Auto Components |
|
% | |||||||||||||||||||
| BCP Renaissance Parent LLC (7) | Oil, Gas and Consumable Fuels |
|
% | |||||||||||||||||||
| Castle US Holding Corporation (8) | Professional Services |
|
% | |||||||||||||||||||
| Castle US Holding Corporation (7)(8) | Professional Services |
|
% | |||||||||||||||||||
| CCI Buyer, Inc. (7)(8) | Wireless Telecommunication Services |
|
% | |||||||||||||||||||
| CCS-CMGC Holdings, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| CDK Global (7) | Software |
|
% | |||||||||||||||||||
6
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| CHG Healthcare Services, Inc (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Congruex Group LLC (8) | Construction and Engineering |
|
% | |||||||||||||||||||
| Connectwise LLC (7) | IT Services |
|
% | |||||||||||||||||||
| Consolidated Communications, Inc. (4)(7) | Diversified Telecommunication Services |
|
% | |||||||||||||||||||
| ConvergeOne Holdings Corp. (7)(8) | IT Services |
|
% | |||||||||||||||||||
| Corelogic, Inc. (7) | Internet Software and Services |
|
% | |||||||||||||||||||
| CP Atlas Buyer, Inc (7) | Building Products |
|
% | |||||||||||||||||||
| Creation Technologies, Inc. (4)(8) | Electronic Equipment, Instruments and Components |
|
% | |||||||||||||||||||
| Curia Global, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| DCert Buyer, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| Deerfield Dakota Holding, LLC (7) | Diversified Financial Services |
|
% | |||||||||||||||||||
| Delta Topco, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| Digi International Inc. (4)(8) | Technology Hardware, Storage and Peripherals |
|
% | |||||||||||||||||||
| DIRECTV Financing, LLC (7) | Media |
|
% | |||||||||||||||||||
| Dotdash Meredith, Inc. (7) | Media |
|
% | |||||||||||||||||||
| EAB Global, Inc. (7) | Professional Services |
|
% | |||||||||||||||||||
| ECI Software Solutions, Inc. (7) | Software |
|
% | |||||||||||||||||||
| ECL Entertainment, LLC (8) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| EFS Cogen Holdings I, LLC (7)(8) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Endurance International Group, Inc., The (7) | Professional Services |
|
% | |||||||||||||||||||
7
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Ensemble RCM, LLC (7) | Healthcare Technology |
|
% | |||||||||||||||||||
| Epicor Software Corporation (7) | Software |
|
% | |||||||||||||||||||
| Fertitta Entertainment, LLC (7) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| Filtration Group Corporation (7) | Industrial Conglomerates |
|
% | |||||||||||||||||||
| Flexera Software LLC (7)(8) | Software |
|
% | |||||||||||||||||||
| Getty Images, Inc. (7)(8) | Media |
|
% | |||||||||||||||||||
| Global Medical Response, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Grab Holdings Inc (4)(7) | IT Services |
|
% | |||||||||||||||||||
| Great Outdoors Group, LLC (7) | Specialty Retail |
|
% | |||||||||||||||||||
| Grinding Media Inc. (8) | Metals and Mining |
|
% | |||||||||||||||||||
| HAH Group Holding Company LLC (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| HAH Group Holding Company LLC (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Hamilton Projects Acquiror, LLC (7)(8) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Help/Systems Holdings, Inc. (7) | Software |
|
% | |||||||||||||||||||
8
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Hyland Software, Inc. (7) | Software |
|
% | |||||||||||||||||||
| Hyperion Refinance S.a.r.l. (4)(7) | Insurance |
|
% | |||||||||||||||||||
| Idera, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| IMA Financial Group, Inc. (8) | Insurance |
|
% | |||||||||||||||||||
| Infinite Bidco LLC (7) | Electronic Equipment, Instruments and Components |
|
% | |||||||||||||||||||
| Inmar, Inc. (7)(8) | Professional Services |
|
% | |||||||||||||||||||
| Ivanti Software, Inc. (7) | Software |
|
% | |||||||||||||||||||
| Ivanti Software, Inc. (7) | Software |
|
% | |||||||||||||||||||
| Jack Ohio Finance LLC (8) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| Jazz Acquisition, Inc (7) | Aerospace and Defense |
|
% | |||||||||||||||||||
| Kestrel Acquisition, LLC (7) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Kleopatra Finco S.a.r.l (4)(7) | Containers and Packaging |
|
% | |||||||||||||||||||
| LBM Acquisition LLC (5)(7)(8) | Building Products |
|
% | |||||||||||||||||||
| Life Time, Inc. (4)(7) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
9
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Lifescan Global Corporation (7) | Healthcare Equipment and Supplies |
|
% | |||||||||||||||||||
| Lightstone Holdco LLC (7) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Lightstone Holdco LLC (7) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| LogMeIn, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| LSF9 Atlantis Holdings, LLC (7) | Specialty Retail |
|
% | |||||||||||||||||||
| Magenta Buyer LLC (7) | Software |
|
% | |||||||||||||||||||
| Medical Solutions L.L.C. (8) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| MetroNet Systems Holdings, LLC (7)(8) | Diversified Telecommunication Services |
|
% | |||||||||||||||||||
| Michael Baker International, LLC (8) | Construction and Engineering |
|
% | |||||||||||||||||||
| Micro Holding Corp. (7) | IT Services |
|
% | |||||||||||||||||||
| Midwest Veterinary Partners, LLC (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Milano Acquisition Corporation (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Minotaur Acquisition, Inc. (7)(8) | Diversified Financial Services |
|
% | |||||||||||||||||||
| Mitchell International, Inc. (7) | Professional Services |
|
% | |||||||||||||||||||
10
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Mitnick Corporate Purchaser, Inc (7) | Software |
|
% | |||||||||||||||||||
| MLN US HoldCo LLC (7) | Diversified Telecommunication Services |
|
% | |||||||||||||||||||
| Moneygram International, Inc. (4)(7) | Diversified Consumer Services |
|
% | |||||||||||||||||||
| NAPA Management Services Corporation (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| National Mentor Holdings, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| National Mentor Holdings, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Navicure, Inc. (7) | Healthcare Technology |
|
% | |||||||||||||||||||
| NorthStar Group Services, Inc. (7)(8) | Commercial Services and Supplies |
|
% | |||||||||||||||||||
| NSM Top Holdings Corp. (7) | Healthcare Equipment and Supplies |
|
% | |||||||||||||||||||
| OneDigital Borrower LLC (7) | Insurance |
|
% | |||||||||||||||||||
| Orchid Merger Sub II, LLC (4)(7) | Software |
|
% | |||||||||||||||||||
| Pactiv Evergreen Group Holdings Inc. (4)(7) | Containers and Packaging |
|
% | |||||||||||||||||||
| Padagis, LLC (7) | Pharmaceuticals |
|
% | |||||||||||||||||||
11
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| PECF USS Intermediate Holding III Corporation (8) | Professional Services |
|
% | |||||||||||||||||||
| Pegasus Bidco BV (4)(7) | Food Products |
|
% | |||||||||||||||||||
| Peraton Corp. (7)(8) | Aerospace and Defense |
|
% | |||||||||||||||||||
| PetVet Care Centers, LLC (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Pluto Acquisition I, Inc (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| PMHC II Inc. (7) | Chemicals |
|
% | |||||||||||||||||||
| PQ Performance Chemicals (7) | Chemicals |
|
% | |||||||||||||||||||
| Prairie ECI Acquiror LP (7) | Oil, Gas and Consumable Fuels |
|
% | |||||||||||||||||||
| Pretium PKG Holdings, Inc. (7)(8) | Containers and Packaging |
|
% | |||||||||||||||||||
| Project Alpha Intermediate Holding, Inc. (7) | Software |
|
% | |||||||||||||||||||
| Project Boost Purchaser, LLC (7) | Professional Services |
|
% | |||||||||||||||||||
| Proofpoint, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| PS Holdco, LLC (8) | Road and Rail |
|
% | |||||||||||||||||||
| PT Intermediate Holdings III LLC (8) | Machinery |
|
% | |||||||||||||||||||
| PT Intermediate Holdings III LLC (8) | Machinery |
|
% | |||||||||||||||||||
| PT Intermediate Holdings III LLC (8) | Machinery |
|
% | |||||||||||||||||||
12
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| PT Intermediate Spider DD T/L (Parts Town) (8) | Machinery |
|
% | |||||||||||||||||||
| Quest Software US Holdings Inc. (7) | Software |
|
% | |||||||||||||||||||
| Radiology Partners, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| RC Buyer, Inc. (7) | Auto Components |
|
% | |||||||||||||||||||
| RealPage, Inc. (7) | Real Estate Management and Development |
|
% | |||||||||||||||||||
| Red Planet Borrower, LLC (7) | Internet Software and Services |
|
% | |||||||||||||||||||
| Redstone Holdco 2 LP (7)(8) | IT Services |
|
% | |||||||||||||||||||
| Renaissance Holdings Corp. (7) | Software |
|
% | |||||||||||||||||||
| Rocket Software, Inc. (7) | Software |
|
% | |||||||||||||||||||
| Rodan & Fields, LLC (7) | Textiles, Apparel and Luxury Goods |
|
% | |||||||||||||||||||
| Rohm Holding GMBH (4)(7)(8) | Chemicals |
|
% | |||||||||||||||||||
| RSC Acquisition, Inc. (8) | Insurance |
|
% | |||||||||||||||||||
| Runner Buyer Inc. (8) | Household Durables |
|
% | |||||||||||||||||||
| Sabert Corporation (8) | Containers and Packaging |
|
% | |||||||||||||||||||
| Severin Acquisition, LLC (7) | Diversified Consumer Services |
|
% | |||||||||||||||||||
| Shearer’s Foods, LLC (7) | Food Products |
|
% | |||||||||||||||||||
| Sophia, L.P. (7) | Software |
|
% | |||||||||||||||||||
| Sovos Compliance, LLC (8) | Software |
|
% | |||||||||||||||||||
| Specialty Building Products Holdings, LLC (7)(8) | Building Products |
|
% | |||||||||||||||||||
13
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Summer BC Holdco B LLC (4)(8) | Media |
|
% | |||||||||||||||||||
| Surgery Center Holdings, Inc. (4)(7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Tecta America Corp. (7)(8) | Construction and Engineering |
|
% | |||||||||||||||||||
| The Edelman Financial Center, LLC (7) | Diversified Financial Services |
|
% | |||||||||||||||||||
| Thryv, Inc. (4)(7) | Professional Services |
|
% | |||||||||||||||||||
| Tidal Power Holdings, LLC (4)(7) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Tiger Acquisition, LLC (5)(7) | Industrial Conglomerates |
|
% | |||||||||||||||||||
| Titan US Finco, LLC (4)(8) | Media |
|
% | |||||||||||||||||||
| Tosca Services, LLC (7) | Containers and Packaging |
|
% | |||||||||||||||||||
| Traverse Midstream Partners LLC (7) | Oil, Gas and Consumable Fuels |
|
% | |||||||||||||||||||
| Truck Hero, Inc. (7) | Auto Components |
|
% | |||||||||||||||||||
| U.S. Renal Care, Inc. (7)(8) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| U.S. Renal Care, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| U.S. Silica Company (4)(7) | Metals and Mining |
|
% | |||||||||||||||||||
| UKG Inc. (7) | Software |
|
% | |||||||||||||||||||
| United Airlines, Inc. (4)(7) | Airlines |
|
% | |||||||||||||||||||
14
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| US Radiology Specialists, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| VeriFone Systems, Inc. (7) | Commercial Services and Supplies |
|
% | |||||||||||||||||||
| Verscend Holding Corp. (7) | Healthcare Technology |
|
% | |||||||||||||||||||
| Vision Solutions, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| WaterBridge Midstream Operating, LLC (7) | Energy Equipment and Services |
|
% | |||||||||||||||||||
| Watlow Electric Manufacturing Company (7) | Electrical Equipment |
|
% | |||||||||||||||||||
| Whatabrands LLC (7) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| White Cap Buyer LLC (7)(8) | Building Products |
|
% | |||||||||||||||||||
| Wilsonart LLC (7)(8) | Building Products |
|
% | |||||||||||||||||||
| Zelis Cost Management Buyer, Inc. (7) | Healthcare Technology |
|
% | |||||||||||||||||||
| Total First Lien Senior Secured | $ | $ | % | |||||||||||||||||||
| Second Lien Senior Secured(2) | ||||||||||||||||||||||
| American Rock Salt Company LLC | Metals and Mining |
|
% | |||||||||||||||||||
| ARC Falcon I Inc. (7) | Chemicals |
|
% | |||||||||||||||||||
| Artera Services, LLC (7) | Construction and Engineering |
|
% | |||||||||||||||||||
| Aruba Investments, Inc. (7) | Chemicals |
|
% | |||||||||||||||||||
| Asurion, LLC (7) | Insurance |
|
% | |||||||||||||||||||
| Barracuda Networks, Inc. | Software |
|
% | |||||||||||||||||||
| DCert Buyer, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
15
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Delta Topco, Inc. | IT Services |
|
% | |||||||||||||||||||
| Energy Acquisition LP | Electrical Equipment |
|
% | |||||||||||||||||||
| Epicor Software Corporation (7) | Software |
|
% | |||||||||||||||||||
| Help/Systems Holdings, Inc. | Software |
|
% | |||||||||||||||||||
| Idera, Inc. | IT Services |
|
% | |||||||||||||||||||
| Infinite Bidco LLC (7) | Electronic Equipment, Instruments and Components |
|
% | |||||||||||||||||||
| Inmar, Inc. (7) | Professional Services |
|
% | |||||||||||||||||||
| Ivanti Software, Inc. | Software |
|
% | |||||||||||||||||||
| Magenta Buyer LLC | Software |
|
% | |||||||||||||||||||
| Outcomes Group Holdings, Inc. | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Peraton Corp. | Aerospace and Defense |
|
% | |||||||||||||||||||
| Pretium PKG Holdings, Inc. (7) | Containers and Packaging |
|
% | |||||||||||||||||||
| Quest Software US Holdings Inc. | Software |
|
% | |||||||||||||||||||
| Vision Solutions, Inc. | IT Services |
|
% | |||||||||||||||||||
| Total Second Lien Senior Secured | % | |||||||||||||||||||||
| Corporate Bonds | ||||||||||||||||||||||
| KOBE US Midco 2 Inc | Chemicals |
|
% | |||||||||||||||||||
| Total Corporate Bonds | % | |||||||||||||||||||||
| Total Debt Investments | $ | $ | % | |||||||||||||||||||
16
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| CLO Mezzanine(2) | ||||||||||||||||||||||
| 522 Funding CLO 2020-6, Ltd. (4) | Structured Note |
|
% | |||||||||||||||||||
| Barings CLO Ltd (4) | Structured Note |
|
% | |||||||||||||||||||
| Carlyle US CLO 2020-2, Ltd (4) | Structured Note |
|
% | |||||||||||||||||||
| Elmwood CLO III Ltd. (4) | Structured Note |
|
% | |||||||||||||||||||
| GoldenTree Loan Management US 2020-7A (4) | Structured Note |
|
% | |||||||||||||||||||
| GoldenTree Loan Management US 2021-10A (4) | Structured Note |
|
% | |||||||||||||||||||
| GoldenTree Loan Management US 2021-9A (4) | Structured Note |
|
% | |||||||||||||||||||
| Magnetite CLO, Ltd. 2015-16A (4) | Structured Note |
|
% | |||||||||||||||||||
| Thayer Park CLO, Ltd. (4) | Structured Note |
|
% | |||||||||||||||||||
| Total CLO Mezzanine | % | |||||||||||||||||||||
| CLO Equity | ||||||||||||||||||||||
| Ares CLO Ltd 2021-62A (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Babson CLO 2018-4A, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Dryden 86 CLO, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| HPS Loan Management 12-2018, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Long Point Park CLO, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Signal Peak CLO, LLC (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Regatta XII Funding Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Stratus CLO Series 2021-1A (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Total CLO Equity | % | |||||||||||||||||||||
17
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
| Number of | Fair | Percentage | ||||||||||||||||||||
| Shares | Cost | Value | of Net Assets | |||||||||||||||||||
| Equity Investments | ||||||||||||||||||||||
| Custom Truck One Source Inc (4)(5) | Commercial Services and Supplies | % | ||||||||||||||||||||
| Total Equity Investments | % | |||||||||||||||||||||
| Total Equity and Other Investments | $ | $ | % | |||||||||||||||||||
| Number of | Fair | Percentage | ||||||||||||||||||||
| Shares | Cost | Value | of Net Assets | |||||||||||||||||||
| Short-Term Investments | ||||||||||||||||||||||
| Fidelity Investments Money Market Government Portfolio - Institutional Class, |
% | |||||||||||||||||||||
| Total Short-Term Investments | $ | $ | % | |||||||||||||||||||
| Total Investments | $ | $ | % | |||||||||||||||||||
| Liabilities in Excess of Other Assets | ( |
) | ( |
)% | ||||||||||||||||||
| Net Assets | $ | % |
| (1) | The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. |
| (2) | Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), SOFR + Credit Spread Adjustment (S+CSA), where the Credit Spread Adjustment is a defined additional spread amount based on the tenor of SOFR the borrower selects, or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. For the holdings as of September 30, 2022 that have S+CSA as the base rate, the CSA is 10bp for 1M SOFR, 15bp for 3M SOFR, and 25bp for 6M SOFR. For the avoidance of doubt, loan floors apply to S+CSA, not S. |
| (3) | As of September 30, 2022, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company. |
| (4) | Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2022, 14.8% of the Company’s total assets were in non-qualifying investments. |
| (5) | Investments or a portion of investments are unsettled as of September 30, 2022. |
| (6) | As of September 30, 2022, the tax cost of the Company’s investments approximates their amortized cost. |
| (7) | Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements). |
| (8) | Security or portion thereof held within Palmer Square BDC Funding II, LLC (“PS BDC Funding II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Wells Fargo Bank, National Association (“WFB”) (see Note 6 to the consolidated financial statements). |
| (9) | 7-day effective yield as of September 30, 2022. |
| (10) | Of the $1,131,993 commitment to Aveanna Healthcare LLC DDTL, $792,990 was unfunded as of September 30, 2022. |
The accompanying notes are an integral part of these consolidated financial statements.
18
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||||
| Debt Investments | ||||||||||||||||||||||||
| First Lien Senior Secured(2) | ||||||||||||||||||||||||
| AAdvantage Loyalty IP Ltd. (4)(7) | Airlines | $ | $ | |
% | |||||||||||||||||||
| AccentCare, Inc. (7) | Healthcare Providers and Services | % | ||||||||||||||||||||||
| Acrisure, LLC (7) | Insurance | % | ||||||||||||||||||||||
| Acrisure, LLC (7) | Insurance | % | ||||||||||||||||||||||
| AHP Health Partners, Inc. (7) | Healthcare Equipment and Supplies | % | ||||||||||||||||||||||
| AI Aqua Merger Sub, Inc., (5)(7)(8) | Food Products | % | ||||||||||||||||||||||
| Aimbridge Acquisition Co., Inc. (7) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||||
| Air Methods Corporation (7) | Aerospace and Defense | % | ||||||||||||||||||||||
| Alliant Holdings Intermediate LLC (7) | Insurance | % | ||||||||||||||||||||||
| Allied Universal Holdco LLC (7) | Professional Services | % | ||||||||||||||||||||||
| Alterra Mountain Company (7) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||||
| Amentum Government Services Holdings LLC (7) | Aerospace and Defense | % | ||||||||||||||||||||||
| Amentum Government Services Holdings LLC (7) | Aerospace and Defense | % | ||||||||||||||||||||||
| American Airlines, Inc. (4)(7) | Airlines | % | ||||||||||||||||||||||
| American Airlines, Inc. (4)(7) | Airlines | % | ||||||||||||||||||||||
| American Rock Salt Company LLC (7) | Metals and Mining | % | ||||||||||||||||||||||
| Amynta Agency Borrower, Inc. (7) | Insurance | % | ||||||||||||||||||||||
| AP Gaming I, LLC (7) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||||
| Applovin Corporation (4)(7) | Software | % | ||||||||||||||||||||||
| Aptean Inc (5)(7)(8) | Software | % | ||||||||||||||||||||||
| AQA Acquisition Holding, Inc. (7) | Software | % | ||||||||||||||||||||||
| ARC Falcon I Inc. (7) | Chemicals | % | ||||||||||||||||||||||
| Arches Buyer Inc. (7) | Leisure Products | % | ||||||||||||||||||||||
| Aristocrat International PTY Ltd (4)(5)(7)(8) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||||
| Aruba Investments Holdings, LLC (7) | Chemicals | % | ||||||||||||||||||||||
| Ascend Learning, LLC (5)(7) | Professional Services | % | ||||||||||||||||||||||
| AssuredPartners, Inc. (7) | Insurance | % | ||||||||||||||||||||||
| Athenahealth, Inc. (7) | Healthcare Equipment and Supplies | % | ||||||||||||||||||||||
| Autokiniton US Holdings, Inc. (7)(8) | Auto Components | % | ||||||||||||||||||||||
19
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Portfolio Company(3) | Industry | Interest Rate |
Maturity Date |
Principal/ Par |
Amortized Cost(1)(6) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||
| Avaya Inc. (4)(7) | Diversified Telecommunication Services |
|
% | |||||||||||||||||||
| Avaya Inc. (4)(5)(7) | Diversified Telecommunication Services |
|
% | |||||||||||||||||||
| Aveanna Healthcare LLC (4)(7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Azalea TopCo, Inc. (7) | Healthcare Technology |
|
% | |||||||||||||||||||
| Barracuda Networks, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| BCP Raptor, LLC (5)(7) | Oil, Gas and Consumable Fuels |
|
% | |||||||||||||||||||
| BCP Renaissance Parent L.L.C. (5)(7) | Oil, Gas and Consumable Fuels |
|
% | |||||||||||||||||||
| Belfor Holdings Inc. (7) | Commercial Services and Supplies |
|
% | |||||||||||||||||||
| Boxer Parent Company, Inc. (7) | Software |
|
% | |||||||||||||||||||
| Caesars Resort Collection, LLC (4)(7) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| Castle US Holding Corporation (8) | Professional Services |
|
% | |||||||||||||||||||
| Castle US Holding Corporation (8) | Professional Services |
|
% | |||||||||||||||||||
| CCI Buyer, Inc. (5)(7)(8) | Wireless Telecommunication Services |
|
% | |||||||||||||||||||
| CCS-CMGC Holdings, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| CHG Healthcare Services, Inc (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Connectwise LLC (7) | IT Services |
|
% | |||||||||||||||||||
20
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Portfolio Company(3) | Industry | Interest Rate |
Maturity Date |
Principal/ Par |
Amortized Cost(1)(6) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||
| Consolidated Communications, Inc. (4)(7) | Diversified Telecommunication Services |
|
% | |||||||||||||||||||
| ConvergeOne Holdings Corp. (7)(8) | IT Services |
|
% | |||||||||||||||||||
| Corelogic, Inc. (7) | Internet Software and Services |
|
% | |||||||||||||||||||
| CP Atlas Buyer, Inc (7) | Building Products |
|
% | |||||||||||||||||||
| Creation Technologies, Inc. (8) | Electronic Equipment, Instruments and Components |
|
% | |||||||||||||||||||
| Curia Global, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| DCert Buyer, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| Deerfield Dakota Holding, LLC (7) | Diversified Financial Services |
|
% | |||||||||||||||||||
| Delek US Holdings, Inc. (4)(7) | Oil, Gas and Consumable Fuels |
|
% | |||||||||||||||||||
| Delta Topco, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| Digi International Inc. (5)(8) | Technology Hardware, Storage and Peripherals |
|
% | |||||||||||||||||||
| DIRECTV Financing, LLC (7) | Media |
|
% | |||||||||||||||||||
| Dotdash Meredith, Inc. (7) | Media |
|
% | |||||||||||||||||||
| EAB Global, Inc. (7) | Professional Services |
|
% | |||||||||||||||||||
| ECI Software Solutions, Inc. (7) | Software |
|
% | |||||||||||||||||||
| ECL Entertainment, LLC (8) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| EFS Cogen Holdings I LLC (5)(7)(8) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Endurance International Group, Inc. (7) | Professional Services |
|
% | |||||||||||||||||||
| Ensemble RCM, LLC (7) | Healthcare Technology |
|
% | |||||||||||||||||||
21
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Enterprise Development Authority (8) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| Epicor Software Corporation (7) | Software |
|
% | |||||||||||||||||||
| Excelitas Technologies Corp. (7) | Industrial Conglomerates |
|
% | |||||||||||||||||||
| Filtration Group Corporation (7) | Industrial Conglomerates |
|
% | |||||||||||||||||||
| Flexera Software LLC (7)(8) | Software |
|
% | |||||||||||||||||||
| Generation Bridge Acquisition, LLC (5)(8) |
Electric Utilities |
|
% | |||||||||||||||||||
| Generation Bridge Acquisition, LLC (5)(8) |
Electric Utilities |
|
% | |||||||||||||||||||
| Getty Images, Inc. (7)(8) | Media |
|
% | |||||||||||||||||||
| GFL Environmental Inc. (4)(7) | Commercial Services and Supplies |
|
% | |||||||||||||||||||
| Global Medical Response, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Grab Holdings Inc (4)(5)(7) | IT Services |
|
% | |||||||||||||||||||
| Great Outdoors Group, LLC (7) | Specialty Retail |
|
% | |||||||||||||||||||
| Grinding Media Inc. (8) | Metals and Mining |
|
% | |||||||||||||||||||
| HAH Group Holding Company LLC (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| HAH Group Holding Company LLC (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Hamilton Projects Acquiror LLC (7)(8) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
22
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Harbor Freight Tools USA, Inc. (7) | Specialty Retail |
|
% | |||||||||||||||||||
| Help/Systems Holdings, Inc. (7) | Software |
|
% | |||||||||||||||||||
| HUB International Limited (7) | Insurance |
|
% | |||||||||||||||||||
| Hyland Software, Inc. (7) | Software |
|
% | |||||||||||||||||||
| Hyperion Refinance S.a.r.l. (4)(7) | Insurance |
|
% | |||||||||||||||||||
| Idera, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| IMA Financial Group, Inc. (8) | Insurance |
|
% | |||||||||||||||||||
| Infinite Bidco LLC (7) | Electronic Equipment, Instruments and Components |
|
% | |||||||||||||||||||
| Inmar, Inc. (7)(8) | Professional Services |
|
% | |||||||||||||||||||
| IRB Holding Corporation (7) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| Ivanti Software, Inc. (7) | Software |
|
% | |||||||||||||||||||
| Ivanti Software, Inc. (5)(7) | Software |
|
% | |||||||||||||||||||
| Jack Ohio Finance LLC (8) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| Kestrel Acquisition LLC (7) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Kleopatra Finco S.a.r.l (4)(7) | Containers and Packaging |
|
% | |||||||||||||||||||
| Landry’s Finance Acquisition Co | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| LBM Acquisition LLC (5)(7)(8) | Building Products |
|
% | |||||||||||||||||||
| Life Time, Inc. (4)(7) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| Lifescan Global Corporation (5)(7) | Healthcare Equipment and Supplies |
|
% | |||||||||||||||||||
23
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Lightstone Holdco, LLC | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Lightstone Holdco, LLC | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Lions Gate Capital Holdings LLC (4)(7) | Media |
|
% | |||||||||||||||||||
| LogMeIn, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| Lucid Energy Group II Borrower, LLC (7) |
Oil, Gas and Consumable Fuels |
|
% | |||||||||||||||||||
| Magenta Buyer LLC (7) | Software |
|
% | |||||||||||||||||||
| McAfee, LLC (4)(7) | Software |
|
% | |||||||||||||||||||
| Medical Solutions L.L.C. (8) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| MetroNet Systems Holdings, LLC (7)(8) |
Diversified Telecommunication Services |
|
% | |||||||||||||||||||
| Michael Baker International, LLC (8) | Construction and Engineering |
|
% | |||||||||||||||||||
| Micro Holding Corp. (7) | IT Services |
|
% | |||||||||||||||||||
| Midwest Veterinary Partners, LLC (5)(7) |
Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Milano Acquisition Corporation (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Minotaur Acquisition, Inc. (7)(8) | Diversified Financial Services |
|
% | |||||||||||||||||||
| Mitchell International, Inc. (7) | Professional Services |
|
% | |||||||||||||||||||
| MLN US HoldCo LLC (7) | Diversified Telecommunication Services |
|
% | |||||||||||||||||||
| Moneygram International, Inc. (4)(7) | Diversified Consumer Services |
|
% | |||||||||||||||||||
| National Mentor Holdings, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| National Mentor Holdings, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Navicure, Inc. (7) | Healthcare Technology |
|
% | |||||||||||||||||||
| Nexus Buyer LLC (7) | Professional Services |
|
% | |||||||||||||||||||
24
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| NMSC Holdings, Inc. (7) | Healthcare Providers and Services | % | ||||||||||||||||||||
| NorthStar Group
Services, Inc. (5)(7)(8) |
Commercial Services and Supplies | % | ||||||||||||||||||||
| NSM Top Holdings Corp. (7) | Healthcare Equipment and Supplies | % | ||||||||||||||||||||
| OneDigital Borrower LLC (7) | Insurance | % | ||||||||||||||||||||
| Orchid Merger Sub II, LLC (5)(7) | Software | % | ||||||||||||||||||||
| Oregon Clean Energy, LLC (7) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Pactiv Evergreen
Group Holdings Inc. (4)(7) |
Containers and Packaging | % | ||||||||||||||||||||
| Padagis LLC (7) | Pharmaceuticals | % | ||||||||||||||||||||
| Pathway Vet Alliance LLC (7) | Healthcare Providers and Services | % | ||||||||||||||||||||
| PECF USS Intermediate Holding III Corporation (5)(8) | Professional Services | % | ||||||||||||||||||||
| Peraton Corp. (7)(8) | IT Services | % | ||||||||||||||||||||
| PetVet Care Centers, LLC (7) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Phoenix Guarantor Inc. (7) | Healthcare Providers and Services | % | ||||||||||||||||||||
| PODS, LLC (7) | Road and Rail | % | ||||||||||||||||||||
| PQ Performance Chemicals (7) | Chemicals | % | ||||||||||||||||||||
| Prairie ECI Acquiror LP (7) | Oil, Gas and Consumable Fuels | % | ||||||||||||||||||||
| Presidio Holdings, Inc. (7) | Professional Services | % | ||||||||||||||||||||
| Pretium PKG Holdings, Inc. (8) | Containers and Packaging | % | ||||||||||||||||||||
| Prime Security
Services Borrower, LLC (4)(7) |
Diversified Consumer Services | % | ||||||||||||||||||||
| Project Alpha Intermediate Holding, Inc. (7) | Software | % | ||||||||||||||||||||
| Project Boost Purchaser, LLC (7) | Professional Services | % | ||||||||||||||||||||
| Proofpoint, Inc. (7) | IT Services | % | ||||||||||||||||||||
| PS Holdco, LLC (8) | Road and Rail | % | ||||||||||||||||||||
| PT Intermediate Holdings III LLC (8) | Machinery | % | ||||||||||||||||||||
| PT Intermediate Holdings III LLC (8) | Machinery | % | ||||||||||||||||||||
| Quest Software US Holdings Inc (7) | Software | % | ||||||||||||||||||||
25
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Radiate Holdco, LLC (7) | Media |
|
% | |||||||||||||||||||
| Radiology Partners, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| RC Buyer, Inc. (7) | Auto Components |
|
% | |||||||||||||||||||
| RealPage, Inc. (5)(7) | Real Estate Management and Development |
|
% | |||||||||||||||||||
| Red Planet Borrower, LLC (7) | Internet Software and Services |
|
% | |||||||||||||||||||
| Redstone Holdco 2 LP (7)(8) | IT Services |
|
% | |||||||||||||||||||
| RegionalCare Hospital Partners Holdings, Inc. (5)(7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Rocket Software, Inc. (7) | Software |
|
% | |||||||||||||||||||
| Rodan & Fields, LLC (7) | Textiles, Apparel and Luxury Goods |
|
% | |||||||||||||||||||
| Rohm Holding GMBH (4)(7)(8) | Chemicals |
|
% | |||||||||||||||||||
| RSC Acquisition, Inc. (8) | Insurance |
|
% | |||||||||||||||||||
| RSC Acquisition, Inc. (8)(10) | Insurance |
|
% | |||||||||||||||||||
| RSC Acquisition, Inc. (8) | Insurance |
|
% | |||||||||||||||||||
| Runner Buyer Inc. (8) | Household Durables |
|
% | |||||||||||||||||||
| Ryan Specialty Group LLC (4)(7) | Insurance |
|
% | |||||||||||||||||||
| Sabert Corporation (7)(8) | Containers and Packaging |
|
% | |||||||||||||||||||
| Severin Acquisition, LLC (7) | Diversified Consumer Services |
|
% | |||||||||||||||||||
| Shearer’s Foods, LLC (7) | Food Products |
|
% | |||||||||||||||||||
| Sophia, L.P. (7) | Software |
|
% | |||||||||||||||||||
| Sotera Health Holdings, LLC (7) | Healthcare Equipment and Supplies |
|
% | |||||||||||||||||||
| Sovos Compliance, LLC (8) | Software |
|
% | |||||||||||||||||||
26
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Specialty Building Products Holdings, LLC (5)(7)(8) | Building Products |
|
% | |||||||||||||||||||
| Springer Nature Deutschland GmbH (4)(7) | Media |
|
% | |||||||||||||||||||
| Summer BC Holdco B LLC (4)(8) | Media |
|
% | |||||||||||||||||||
| Surf Holdings, LLC (7) | IT Services |
|
% | |||||||||||||||||||
| Surgery Center Holdings, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| Talen Energy Supply, LLC (7) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Tecta America Corp. (7)(8) | Construction and Engineering |
|
% | |||||||||||||||||||
| The Edelman Financial Engines Centre, LLC (7) | Diversified Financial Services |
|
% | |||||||||||||||||||
| Thryv, Inc. (4)(7) | Professional Services |
|
% | |||||||||||||||||||
| TIBCO Software Inc (7) | Software |
|
% | |||||||||||||||||||
| Tidal Power Holdings, LLC (4)(7) | Independent Power and Renewable Electricity Producers |
|
% | |||||||||||||||||||
| Tiger Acquisition, LLC (7) | Industrial Conglomerates |
|
% | |||||||||||||||||||
| Titan US Finco, LLC (4)(8) | Media |
|
% | |||||||||||||||||||
| Torrid, LLC (4)(8) | Specialty Retail |
|
% | |||||||||||||||||||
| Tory Burch LLC (7) | Specialty Retail |
|
% | |||||||||||||||||||
| Tosca Services, LLC (7) | Containers and Packaging |
|
% | |||||||||||||||||||
| Traverse Midstream Partners LLC (7) | Oil, Gas and Consumable Fuels |
|
% | |||||||||||||||||||
| Triton Water Holdings, Inc. (7) | Food Products |
|
% | |||||||||||||||||||
| Truck Hero, Inc. (7) | Auto Components |
|
% | |||||||||||||||||||
| U.S. Renal Care, Inc. (7)(8) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| U.S. Renal Care, Inc. (7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| U.S. Silica Company (4)(7) | Metals and Mining |
|
% | |||||||||||||||||||
| Ultimate Software Group, The (7) | Software |
|
% | |||||||||||||||||||
| United Airlines, Inc. (4)(7) | Airlines |
|
% | |||||||||||||||||||
27
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Portfolio Company(3) | Industry | Interest Rate |
Maturity Date |
Principal / Par |
Amortized Cost(1)(6) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||
| Univision Communications Inc. (7) | Media |
|
% | |||||||||||||||||||
| US Radiology Specialists, Inc. (5)(7) | Healthcare Providers and Services |
|
% | |||||||||||||||||||
| VeriFone Systems, Inc. (7) | Commercial Services and Supplies |
|
% | |||||||||||||||||||
| Verscend Holding Corp. (7) | Healthcare Technology |
|
% | |||||||||||||||||||
| Vision Solutions, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| Watlow Electric Manufacturing Company (5)(7) | Electrical Equipment |
|
% | |||||||||||||||||||
| Whatabrands LLC (7) | Hotels, Restaurants and Leisure |
|
% | |||||||||||||||||||
| White Cap Buyer LLC (5)(7)(8) | Building Products |
|
% | |||||||||||||||||||
| Wilsonart LLC (7)(8) | Building Products |
|
% | |||||||||||||||||||
| Zelis Cost Management Buyer, Inc. (7) | Healthcare Technology |
|
% | |||||||||||||||||||
| Total First Lien Senior Secured | $ | $ | % | |||||||||||||||||||
| Second Lien Senior Secured(2) | ||||||||||||||||||||||
| Almonde, Inc. (5) | Software |
|
% | |||||||||||||||||||
| ARC Falcon I Inc. (7) | Chemicals |
|
% | |||||||||||||||||||
| Artera Services, LLC (7) | Construction and Engineering |
|
% | |||||||||||||||||||
| Aruba Investments, Inc. (7) | Chemicals |
|
% | |||||||||||||||||||
| Asurion, LLC (5)(7) | Insurance |
|
% | |||||||||||||||||||
| Curium BidCo S.a r.l. (4)(5) | Pharmaceuticals |
|
% | |||||||||||||||||||
| DCert Buyer, Inc. (7) | IT Services |
|
% | |||||||||||||||||||
| Energy Acquisition LP (5) | Electrical Equipment |
|
% | |||||||||||||||||||
| Epicor Software Corporation (5)(7) | Software |
|
% | |||||||||||||||||||
| Help/Systems Holdings, Inc. | Software |
|
% | |||||||||||||||||||
| Idera, Inc. | IT Services |
|
% | |||||||||||||||||||
| Infinite Bidco LLC (5)(7) | Electronic Equipment, Instruments and Components |
|
% | |||||||||||||||||||
| Inmar, Inc. (7) | Professional Services |
|
% | |||||||||||||||||||
28
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Portfolio Company(3) | Industry | Interest Rate |
Maturity Date |
Principal / Par |
Amortized Cost(1)(6) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||
| Ivanti Software, Inc. (5) | Software | % | ||||||||||||||||||||
| Magenta Buyer LLC | Software | % | ||||||||||||||||||||
| Peraton Corp. | IT Services | % | ||||||||||||||||||||
| Pretium PKG Holdings, Inc. (7) | Containers and Packaging | % | ||||||||||||||||||||
| Quest Software US Holdings Inc (7) | Software | % | ||||||||||||||||||||
| TIBCO Software Inc (5) | Software | % | ||||||||||||||||||||
| Vision Solutions, Inc. | IT Services | % | ||||||||||||||||||||
| Total Second Lien Senior Secured | % | |||||||||||||||||||||
| Corporate Bonds | ||||||||||||||||||||||
| Diebold Inc (4) | Diversified Consumer Services | % | ||||||||||||||||||||
| KOBE US Midco 2 Inc | Chemicals | % | ||||||||||||||||||||
| Total Corporate Bonds | % | |||||||||||||||||||||
| Convertible Bonds | ||||||||||||||||||||||
| Dish Network Corp (4) | Media | % | ||||||||||||||||||||
| Total Convertible Bonds | % | |||||||||||||||||||||
| Total Debt Investments | $ | $ | % | |||||||||||||||||||
| CLO Mezzanine(2) | ||||||||||||||||||||||
| 522 Funding CLO 2020-6, Ltd. (4) | Structured Note | % | ||||||||||||||||||||
| Barings CLO Ltd (4) | Structured Note | % | ||||||||||||||||||||
| Carlyle US CLO 2020-2, Ltd (4) | Structured Note | % | ||||||||||||||||||||
| Elmwood CLO III Ltd. (4) | Structured Note | % | ||||||||||||||||||||
| GoldenTree Loan Management US 2020-7A (4) | Structured Note | % | ||||||||||||||||||||
| GoldenTree Loan Management US 2021-10A (4) | Structured Note | % | ||||||||||||||||||||
| GoldenTree Loan Management US 2021-9A (4) | Structured Note | % | ||||||||||||||||||||
| HPS Loan Management Series 15A-19 (4) | Structured Note | % | ||||||||||||||||||||
| Magnetite CLO Ltd 2015-16A (4) | Structured Note | % | ||||||||||||||||||||
| Thayer Park CLO, Ltd. (4) | Structured Note | % | ||||||||||||||||||||
| Total CLO Mezzanine | % | |||||||||||||||||||||
| CLO Equity | ||||||||||||||||||||||
29
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
| Interest | Maturity | Principal / | Amortized | Fair | Percentage | |||||||||||||||||
| Portfolio Company(3) | Industry | Rate | Date | Par | Cost(1)(6) | Value | of Net Assets | |||||||||||||||
| Ares CLO LTD 2021-62A (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Dryden 86 CLO, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Long Point Park CLO, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Regatta XII Funding Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Stratus CLO Series 2021-1A (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Total CLO Equity | % | |||||||||||||||||||||
| Number of | Fair | Percentage | ||||||||||||||||||||
| Shares | Cost | Value | of Net Assets | |||||||||||||||||||
| Equity Investments | ||||||||||||||||||||||
| Custom Truck One Source Inc (4) | Commercial Services and Supplies | % | ||||||||||||||||||||
| Total Equity Investments | % | |||||||||||||||||||||
| Total Equity and Other Investments | $ | $ | % | |||||||||||||||||||
| Number of | Fair | Percentage | ||||||||||||||||||||
| Shares | Cost | Value | of Net Assets | |||||||||||||||||||
| Short-Term Investments | ||||||||||||||||||||||
| Fidelity Investments Money Market Government Portfolio - Institutional Class, |
% | |||||||||||||||||||||
| Total Short-Term Investments | $ | $ | % | |||||||||||||||||||
| Total Investments | $ | $ | % | |||||||||||||||||||
| Liabilities in Excess of Other Assets | ( |
) | ( |
)% | ||||||||||||||||||
| Net Assets | $ | % | ||||||||||||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) | |
| (7) | |
| (8) | |
| (9) | 7-day effective yield as of December 31, 2021. |
| (10) |
The accompanying notes are an integral part of these consolidated financial statements.
30
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Organization
Organization
Palmer Square Capital BDC Inc. (the “Company”) is a financial services company that primarily lends to and invests in corporate debt securities of companies, including small to large private U.S. companies. The Company was organized as a Maryland corporation on August 26, 2019 and is structured as an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Beginning with its taxable year ending December 31, 2020, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and expects to qualify as a RIC each year thereafter. The Company commenced operations on January 23, 2020. Palmer Square BDC Funding I, LLC (“PS BDC Funding”) was formed on January 21, 2020 and entered into a senior, secured revolving credit facility with Bank of America, N.A. (“BofA N.A.”) Palmer Square BDC Funding II LLC (“PS BDC Funding II”) was formed on September 8, 2020 and entered into a senior, secured credit facility with Wells Fargo, National Association (“WFB”).
The Company’s investment objective is to maximize total return, comprised of current income and capital appreciation. The Company’s current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit funds that typically own corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent, the Company may enter into derivatives transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions from changes in currency exchange rates and market interest rates or to earn income and enhance the Company’s total returns. The Company may receive or purchase warrants or rights to acquire equity or other securities in connection with making a debt investment in a company. During the nine months ended September 30, 2022 and the nine months ended September 30, 2021, the Company did not invest in any derivative contracts.
The Company is externally managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to an investment advisory agreement between the Company and the Investment Advisor (the “Advisory Agreement”). The Investment Advisor, in its capacity as administrator (the “Administrator”), provides the administrative services necessary for the Company to operate pursuant to an administration agreement between the Company and the Administrator (the “Administration Agreement”). The Company’s fiscal year ends on December 31.
The Company has two wholly-owned subsidiaries: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s revolving credit facility with BofA N.A., and PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing the Company’s credit facility with WFB. These subsidiaries are consolidated in the financial statements of the Company.
31
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 2. Significant Accounting Policies
The Company is an investment company and applies specific accounting and financial reporting requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies. The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management 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. Actual results could differ from those estimates.
Indemnifications
In the normal course of business, the Company enters into contracts that contain a variety of representations which provide general indemnifications. The Company’s maximum exposure under these arrangements cannot be known; however, the Company expects any risk of loss to be remote.
Cash and Cash Equivalents
Cash is comprised of cash on deposit with major financial institutions. Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company places its cash with high credit quality institutions to minimize credit risk exposure.
Debt Issuance Costs
The
Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred
and amortized over the life of the related debt instrument. Debt issuance costs are presented on the consolidated statements of assets
and liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount
recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported
on the consolidated statements of assets and liabilities as an asset until the debt liability is recorded. As of December 31, 2021, the
balance of debt issuance costs was $
Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
32
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
To
qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition,
to qualify for RIC tax treatment, the Company must distribute to its stockholders, for each taxable year, at least
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
Basis of Consolidation
As provided under ASC 946, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly owned investment company subsidiaries (PS BDC Funding and PS BDC Funding II) in its consolidated financial statements.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of premiums or accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine not to place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities and money market funds is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Investment Advisor provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies. In addition, the Company may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and performance- based fees.
33
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Offering Costs
Offering costs in connection with the offering of common stock of the Company are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of operations, January 23, 2020. These expenses consist primarily of legal fees and other costs incurred with Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
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 and prepayment penalties. 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 appreciation or depreciation, when gains or losses are realized.
New Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
34
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Agreements and Related Party Transactions
Administration Agreement
The Company has entered into the Administration Agreement with the Administrator. Pursuant to the Administration Agreement, the Administrator furnishes office facilities and equipment and provides clerical, bookkeeping, compliance, recordkeeping and other administrative services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include being responsible for the financial and other records that the Company is required to maintain and preparing reports to stockholders and reports and other materials filed with the SEC. In addition, the Administrator assists the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports and other materials to stockholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the offer to provide such assistance.
Under the Administration Agreement, the Company reimburses the Administrator based upon its allocable portion of the Administrator’s overhead (including rent) in performing its obligations under the Administration Agreement, including the fees and expenses associated with performing compliance functions and the Company’s allocable portion of the cost of its officers (including the Company’s Chief Financial Officer and Chief Compliance Officer), and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley internal control assessment. In addition, if requested to provide managerial assistance to portfolio companies, the Administrator is reimbursed based on the services provided. The Administration Agreement has an initial term of two years and may be renewed with the approval of the Company’s board of directors (the “Board”). The agreement was renewed during the year for an additional one year period. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that the Administrator outsources any of its functions, the Company pays the fees associated with such functions on a direct basis without any incremental profit to the Administrator.
In addition, the Administrator has, pursuant to a sub-administration agreement, engaged U.S. Bancorp Fund Services, LLC to act on behalf of the Company’s Administrator in the performance of certain other administrative services. The Company has also engaged U.S. Bank, National Association or its affiliates (“US Bank”) directly to serve as custodian, transfer agent, distribution paying agent and registrar.
Investment Advisory Agreement
The Investment Advisor serves as the investment adviser of the Company and is registered as an investment adviser with the SEC. The Investment Advisor’s primary business is to provide a variety of investment management services, including an investment program for the Company. The Investment Advisor is responsible for all business activities and oversight of the investment decisions made for the Company.
In
return for providing management services to the Company, the Company pays the Investment Advisor a base management fee, calculated and
paid quarterly in arrears at an annual rate of
The
Investment Advisor, however, has agreed to waive its right to receive management fees in excess of
35
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Additionally,
pursuant to the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to a Listing. Following a Listing,
the Investment Advisor will be entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s pre-incentive
fee net investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward) if over the most
recently completed and three preceding calendar quarters aggregate net realized losses on the Company’s investments exceed the
Company’s aggregate net investment income over the same period, excluding the most recently completed quarter, as described in
more detail below. In this regard, if the Company’s net realized losses over the most recently completed and three preceding calendar
quarters are greater than the Company’s net investment income over the same period, excluding the most recently completed quarter,
then the pre-incentive fee net income used in the calculation of the Income Incentive Fee would be subject to a downward adjustment.
| ● | no Income Incentive Fee in any calendar quarter in which the Company’s “adjusted net investment income” does not exceed an amount equal to a “hurdle rate” of 1.5% per quarter (6% annualized) of the Company’s total net assets at the end of that quarter (the “Hurdle Amount”); |
| ● | 100% of the Company’s “adjusted net investment income” with respect to that portion of such “adjusted net investment income,” if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 1.6875% by the Company’s total net asset value for the immediately preceding calendar quarter. The Catch-Up Amount is intended to provide the Investment Advisor with an incentive fee of 12.5% on all of the Company’s “adjusted net investment income” when the Company’s “adjusted net investment income” reaches the Catch-Up Amount in any calendar quarter; and |
| ● | for any calendar quarter in which the Company’s “adjusted net investment income” exceeds the Catch-Up Amount, the Income Incentive Fee shall equal 12.5% of the amount of the Company’s “adjusted net investment income” for the calendar quarter. |
“Adjusted net investment income” means the Company’s “pre-incentive fee net investment income” during the then most recently completed calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over the then most recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the Listing) and (ii) the Company’s “net investment income” over the three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the Listing). No adjustment (downward or upward) will be made to “pre-incentive fee net investment income” if the difference between clause (i) minus clause (ii) is zero or negative.
“Pre-incentive fee net investment income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Income Incentive Fee). “Pre-incentive fee net investment income” includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
“Net realized losses” in respect of a particular period means the difference, if positive, between (i) the aggregate realized capital losses on the Company’s investments in such period and (ii) the aggregate realized capital gains on the Company’s investments in such period. “Net investment income” in respect of the particular period means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the particular period, minus operating expenses for the particular period (including the base management fee, the Income Incentive Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock). “Net investment income” includes, in the case of investments with a deferred interest feature such as market discount, OID, debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
The Income Incentive Fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter.
36
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 4. Investments
The following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of September 30, 2022 and December 31, 2021:
| September 30, 2022 | December 31, 2021 | |||||||||||||||
| Amortized | Fair | Amortized | Fair | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
| First-lien senior secured debt | $ | $ | $ | $ | ||||||||||||
| Second-lien senior secured debt | ||||||||||||||||
| Corporate Bonds | ||||||||||||||||
| Convertible Bond | ||||||||||||||||
| CLO Mezzanine | ||||||||||||||||
| CLO Equity | ||||||||||||||||
| Equity | ||||||||||||||||
| Short-term investments | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
As
of September 30, 2022, approximately
37
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The industry composition of investments based on fair value, as a percentage of total investments at fair value, as of September 30, 2022 and December 31, 2021 was as follows:
| September 30,
2022 |
December 31,
2021 |
|||||||
| Software | % | % | ||||||
| Healthcare Providers and Services | % | % | ||||||
| IT Services | % | % | ||||||
| Professional Services | % | % | ||||||
| Insurance | % | % | ||||||
| Hotels, Restaurants and Leisure | % | % | ||||||
| Building Products | % | % | ||||||
| Media | % | % | ||||||
| Chemicals | % | % | ||||||
| Independent Power and Renewable Electricity Producers | % | % | ||||||
| Aerospace and Defense | % | % | ||||||
| Construction and Engineering | % | % | ||||||
| Cash and Cash Equivalents | % | % | ||||||
| Diversified Financial Services | % | % | ||||||
| Structured Subordinated Note | % | % | ||||||
| Healthcare Technology | % | % | ||||||
| Metals and Mining | % | % | ||||||
| Containers and Packaging | % | % | ||||||
| Auto Components | % | % | ||||||
| Oil, Gas and Consumable Fuels | % | % | ||||||
| Structured Note | % | % | ||||||
| Diversified Telecommunication Services | % | % | ||||||
| Food Products | % | % | ||||||
| Specialty Retail | % | % | ||||||
| Electronic Equipment, Instruments and Components | % | % | ||||||
| Healthcare Equipment and Supplies | % | % | ||||||
| Commercial Services and Supplies | % | % | ||||||
| Internet Software and Services | % | % | ||||||
| Airlines | % | % | ||||||
| Diversified Consumer Services | % | % | ||||||
| Industrial Conglomerates | % | % | ||||||
| Real Estate Management and Development | % | % | ||||||
| Wireless Telecommunication Services | % | % | ||||||
| Machinery | % | % | ||||||
| Pharmaceuticals | % | % | ||||||
| Electrical Equipment | % | % | ||||||
| Road and Rail | % | % | ||||||
| Technology Hardware, Storage and Peripherals | % | % | ||||||
| Energy Equipment and Services | % | - | % | |||||
| Household Durables | % | % | ||||||
| Textiles, Apparel and Luxury Goods | % | % | ||||||
| Leisure Products | - | % | % | |||||
| Electric Utilities | - | % | % | |||||
| Total | % | % | ||||||
38
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 5. Fair Value of Investments
Fair value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. 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. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:
Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.
Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date.
Investments in private investment companies measured based upon net asset value as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy. As of September 30, 2022 and as of December 31, 2021, there were no investments accounted for using the practical expedient.
The inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
Pricing inputs and weightings applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
39
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The following table presents the fair value hierarchy of investments as of September 30, 2022:
| Fair Value Hierarchy as of September 30, 2022 | ||||||||||||||||
| Investments: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| First-lien senior secured debt | $ | $ | $ | $ | ||||||||||||
| Second-lien senior secured debt | ||||||||||||||||
| Corporate Bond | ||||||||||||||||
| CLO Mezzanine | ||||||||||||||||
| CLO Equity | ||||||||||||||||
| Equity | ||||||||||||||||
| Short Term Investments | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
The following table presents the fair value hierarchy of investments as of December 31, 2021:
| Fair Value Hierarchy as of December 31, 2021 | ||||||||||||||||
| Investments: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| First-lien senior secured debt | $ | $ | $ | $ | ||||||||||||
| Second-lien senior secured debt | ||||||||||||||||
| Corporate Bonds | ||||||||||||||||
| Convertible Bond | ||||||||||||||||
| CLO Mezzanine | ||||||||||||||||
| CLO Equity | ||||||||||||||||
| Equity | ||||||||||||||||
| Short Term Investments | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
For the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company did not recognize any transfers to or from Level 3.
Debt Not Carried at Fair Value
The fair value of the BoA Credit Facility and the WF Credit Facility, which would be categorized as Level 3 within the fair value hierarchy as of September 30, 2022, approximates their respective carrying values because the BoA Credit Facility and WF Credit Facility each have variable interest based on selected short term rates.
40
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 6. Borrowings
In
accordance with the 1940 Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as
defined in the 1940 Act, are at least
Bank of America Credit Facility
On February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”) entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”), Bank of America N.A. as the Administrative Agent (“BofA N.A.”) and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the “BoA Credit Facility”).
Debt obligations under the BoA Credit Facility consisted of the following as of September 30, 2022:
| September 30, 2022 | ||||||||||||||||
| Aggregate Principal Committed |
Outstanding Principal |
Amount Available(1) |
Net Carrying Value(2) |
|||||||||||||
| BoA Credit Facility | $ | $ | $ | $ | ||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||
| (1) |
| (2) |
Debt obligations under the BoA Credit Facility consisted of the following as of December 31, 2021:
| December 31, 2021 | ||||||||||||||||
| Aggregate Principal Committed |
Outstanding Principal |
Amount Available(1) |
Net Carrying Value(2) |
|||||||||||||
| BoA Credit Facility | $ | $ | $ | $ | ||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||
| (1) |
| (2) |
41
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Average
debt outstanding under the BoA Credit Facility during the nine months ended September 30, 2022 and September 30, 2021, was $
The
loans under the BoA Credit Facility may be base rate loans or eurocurrency rate loans.
For the three and nine months ended September 30, 2022 and September 30, 2021, the components of interest expense with respect to the BoA Credit Facility were as follows:
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||
| Total interest expense | $ | $ | $ | $ | ||||||||||||
| Average interest rate | % | % | % | % | ||||||||||||
PS BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the BoA Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions and custody. The custodian of the assets pledged to BofA N.A. pursuant to the BoA Credit Facility is U.S. Bank National Administration (“US Bank”). The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company.
Wells Fargo Credit Facility
On December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding II” and together with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with certain financial institutions as lenders (“WF Lenders”), WFB as the administrative agent and U.S. Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”).
Under
the WF Credit Facility, which matures on December 18, 2025, the WF Lenders have agreed to extend credit to PS BDC Funding II in an aggregate
amount up to the Facility Amount (as defined in the Loan Agreement). The Facility Amount for the WF Credit Facility was $
42
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Debt obligations under the WF Credit Facility consisted of the following as of September 30, 2022:
| September 30, 2022 | ||||||||||||||||
| Aggregate Principal Committed |
Outstanding Principal |
Amount Available(1) |
Net Carrying Value(2) |
|||||||||||||
| WF Credit Facility | $ | $ | $ | $ | ||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||
| (1) | The amount available reflects any limitations related to the WF Credit Facility’s borrowing base. |
| (2) | The carrying value of the
WF Credit Facility is presented net of deferred financing costs of $ |
Debt obligations under the WF Credit Facility consisted of the following as of December 31, 2021:
| December 31, 2021 | ||||||||||||||||
| Aggregate Principal Committed | Outstanding Principal |
Amount Available(1) |
Net Carrying Value(2) |
|||||||||||||
| WF Credit Facility | $ | $ | $ | $ | ||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||
| (1) | The amount available reflects any limitations related to the WF Credit Facility’s borrowing base. |
| (2) | The carrying value of the WF Credit Facility is presented net of deferred financing costs of $ |
Average
debt outstanding under the WF Credit Facility during the nine months ended September 30, 2022 and September 30, 2021, was $
43
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The WF Credit Facility was not drawn upon for the three months ended September 30, 2021 and no average interest rate applied during that period. For the three and nine months ended September 30, 2022 and September 30, 2021, the components of interest expense with respect to the WF Credit Facility were as follows:
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||
| Total interest expense | $ | $ | $ | $ | ||||||||||||
| Average interest rate | % | % | ||||||||||||||
PS BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S. Bank acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940 Act provisions relating to affiliated transactions and custody. The obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor.
44
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 7. Share Transactions
Offering Proceeds
During the nine months ended
September 30, 2022 and September 30, 2021, the Company issued and sold
Distribution Reinvestment Plan
The Company has adopted a dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf of the Company’s stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s Board authorizes, and the Company declares, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.
Prior to a Listing, the Board will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan. The number of shares of common stock to be issued to a participant prior to a Listing would be equal to the quotient determined by dividing the cash value of the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared.
After a Listing, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the open market in connection with the implementation of the dividend reinvestment plan. The Board will examine the full facts and circumstances of each such dividend to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including by weighing the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s need and usage of reinvested funds. The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price per share of the Company’s common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by US Bank, the plan administrator and the Company’s transfer agent, registrar and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s common stock purchased with respect to the dividend.
A registered stockholder may elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated form.
There will be no brokerage charges or other charges to stockholders who participate in the plan. The plan administrator’s fees will be paid by the Company.
Stockholders who receive dividends and other distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who elect to receive their distributions in cash. However, since a participating stockholder’s cash dividends will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from the Company will generally be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a dividend or other distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder’s account.
Participants may terminate their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating the participant’s account under the plan to US Bank. The plan may be terminated by the Company upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend by the Company.
If participants withdraw from the plan or the plan is terminated, the plan administrator will cause the shares held for the participant under the plan to be delivered to the participant. If an investor holds common stock with a brokerage firm that does not participate in the plan, such investor will not be able to participate in the plan and any dividend reinvestment may be affected on different terms than those described above.
45
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 8. Commitments and Contingencies
As of September 30, 2022
and December 31, 2021, the Company had an aggregate of $
A summary of the composition of the unfunded commitments as of September 30, 2022 is shown in the table below:
| As of | ||||||
| Expiration Date (1) |
September 30, 2022 |
|||||
| ARC Falcon I Inc. | $ | |||||
| Aveanna Healthcare LLC DDTL | ||||||
| Medical Solutions L.L.C. | ||||||
| Vocus Group | ||||||
| Total unfunded commitments | $ | |||||
| (1) |
A summary of the composition of the unfunded commitments as of December 31, 2021 is shown in the table below:
| Expiration Date (1) |
As of December 31, 2021 |
|||||
| ARC Falcon I Inc. | $ | |||||
| Aveanna Healthcare LLC DDTL | ||||||
| Culligan Water | ||||||
| Medical Solutions L.L.C. | ||||||
| National Mentor Holdings, Inc. | ||||||
| PT Intermediate Holdings III LLC | ||||||
| RSC Acquisition, Inc. | ||||||
| Sovos Compliance, LLC | ||||||
| Vocus Group | ||||||
| Total unfunded commitments | $ | |||||
| (1) |
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, 2022, management is not aware of any pending or threatened litigation.
46
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 9. Earnings Per Share
In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of each of September 30, 2022 and September 30, 2021, there were no dilutive shares.
The following table sets forth the computation of basic and diluted earnings per share of common stock for the three and nine months ended September 30, 2022 and September 30, 2021.
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||
| $ | ( |
) | $ | $ | ( |
) | $ | |||||||||
47
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 10. Financial Highlights
The following per share of common stock data has been derived from information provided in the unaudited financial statements. The following is a schedule of financial highlights for the nine months ended September 30, 2022 and September 30, 2021:
| For the Nine Months Ended |
||||||||
| September 30 | ||||||||
| 2022 | 2021 | |||||||
| Per Common Share Operating Performance | ||||||||
| Net Asset Value, Beginning of Period | $ | $ | ||||||
| Results of Operations: | ||||||||
| Net Investment Income(1) | ||||||||
| Net Realized and Unrealized Gain (Loss) on Investments(1)(4) | ( |
) | ( |
) | ||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | ( |
) | ||||||
| Distributions to Common Stockholders | ||||||||
| Distributions from Net Investment Income | ( |
) | ( |
) | ||||
| Net Decrease in Net Assets Resulting from Distributions | ( |
) | ( |
) | ||||
| Net Asset Value, End of Period | $ | $ | ||||||
| Shares Outstanding, End of Period | ||||||||
| Ratio/Supplemental Data | ||||||||
| Net assets, end of period | $ | $ | ||||||
| Weighted-average shares outstanding | ||||||||
| Total Return(3) | ( |
%) | % | |||||
| Portfolio turnover | % | % | ||||||
| Ratio of operating expenses to average net assets without waiver(2) | % | % | ||||||
| Ratio of operating expenses to average net assets with waiver(2) | % | % | ||||||
| Ratio of net investment income (loss) to average net assets without waiver(2) | % | % | ||||||
| Ratio of net investment income (loss) to average net assets with waiver(2) | % | % | ||||||
| (1) |
| (2) |
| (3) |
| (4) |
Note 11. Subsequent Events
The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements.
48
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion 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, references to “we,” “us,” “our,” or the “Company” refer to Palmer Square Capital BDC Inc.
Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
| ● | our future operating results; |
| ● | our business prospects and the prospects of our portfolio companies; |
| ● | changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including changes from the impact of the novel coronavirus (SARS-CoV-2) and related respiratory disease (“COVID-19”) pandemic; |
| ● | uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, and the war between Russia and Ukraine; |
| ● | the ability of Palmer Square BDC Advisor LLC (our “Investment Advisor”) to locate suitable investments for us and to monitor and administer our investments; |
| ● | the ability of the Investment Advisor and its affiliates to attract and retain highly talented professionals; |
| ● | risk associated with possible disruptions in our operations or the economy generally; |
| ● | the timing of cash flows, if any, from the operations of the companies in which we invest; |
| ● | the ability of the companies in which we invest to achieve their objectives, including as a result of the current COVID-19 pandemic; |
| ● | our ability to continue to effectively manage our business due to the disruptions caused by the current COVID-19 pandemic; |
| ● | the dependence of our future success on the general economy and its effect on the industries in which we invest; |
| ● | our ability to maintain our qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”); |
49
| ● | the use of borrowed money to finance a portion of our investments; |
| ● | the adequacy, availability and pricing of our financing sources and working capital; |
| ● | actual or potential conflicts of interest with the Investment Advisor and its affiliates; |
| ● | our contractual arrangements and relationships with third parties; |
| ● | the current economic downturn, interest rate volatility, loss of key personnel, and the illiquid nature of our investments; and |
| ● | the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q. |
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. Moreover, we assume no duty and do not undertake to update the forward-looking statements.
Overview
We are a financial services company that primarily lends to and invests in corporate debt securities of companies, including small to large private U.S. companies. We were organized as a Maryland corporation on August 26, 2019 and are structured as an externally managed, non-diversified closed-end management investment company. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”) and, beginning with our taxable year ended December 31, 2020, we have elected to be treated as a RIC under Subchapter M of the Code, and we expect to qualify as a RIC annually.
We are externally managed by the Investment Advisor, an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”), pursuant to an investment advisory agreement between us and the Investment Advisor (the “Advisory Agreement”). Subject to the supervision of our Board of Directors (the “Board”), a majority of which is comprised of directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), our Investment Advisor manages our day-to-day operations and provides us with investment advisory and management services and certain administrative services. The Investment Advisor, in its capacity as Administrator, provides the administrative services necessary for us to operate pursuant to an administration agreement between us and the Administrator (the “Administration Agreement”). The Administrator has entered into a sub-administration agreement to delegate certain administrative functions to U.S. Bancorp Fund Services, LLC. Our Investment Advisor is a majority-owned subsidiary of Palmer Square Capital Management LLC (“Palmer Square”), which is a privately-held firm specializing in global alternative (non-traditional) investments with a total return orientation.
Our investment objective is to maximize total return, comprised of current income and capital appreciation. Our current investment focus is guided by two strategies that facilitate our investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit funds that typically own corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent, we may enter into derivatives transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates or to earn income and enhance our total returns. We may also receive or purchase warrants or rights to acquire equity or other securities in connection with making a debt investment in a company. We will continue to evaluate other investment strategies in the ordinary course of business with no specific top-down allocation to any single investment strategy.
50
Revenues
We generate revenue primarily in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments. Our debt investments generally bear interest at a floating rate usually determined on the basis of a benchmark such as the London Interbank Offered Rate (“LIBOR”). Interest on debt securities is generally payable quarterly or semi-annually. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.
Expenses
Our primary operating expenses include the payment of fees to the Investment Advisor under the Advisory Agreement, our allocable portion of overhead and rental expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
| ● | interest expense and other costs associated with our indebtedness; |
| ● | the cost of calculating our net asset value, including the cost of any third-party valuation services; |
| ● | the cost of effecting sales and repurchases of shares of our common stock and other securities; |
| ● | fees payable to third parties relating to making investments, including our Investment Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments; |
| ● | transfer agent and custodial fees; |
| ● | operating costs incurred prior to the commencement of our operations; |
| ● | out-of-pocket fees and expenses associated with marketing efforts; |
| ● | federal and state registration fees and any stock exchange listing fees; |
| ● | U.S. federal, state and local taxes; |
| ● | Independent Directors’ fees and expenses; |
| ● | brokerage commissions and markups; |
| ● | fidelity bond, directors’ and officers’ 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; |
| ● | costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and |
| ● | other expenses incurred by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of our Board) of overhead, including rental expenses. |
51
Portfolio and Investment Activity
As of September 30, 2022, our weighted average total yield to maturity of debt and income producing securities at fair value was 11.18%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 8.65%.
As of December 31, 2021, our weighted average total yield to maturity of debt and income producing securities at fair value was 5.77%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 5.91%.
As of September 30, 2022, we had 211 debt and equity investments in 181 portfolio companies with an aggregate fair value of approximately $1.0 billion.
As of December 31, 2021, we had 240 debt and equity investments in 212 portfolio companies with an aggregate fair value of approximately $1.1 billion.
Our investment activity for the three and nine months ended September 30, 2022 and September 30, 2021 is presented below (information presented herein is at amortized cost unless otherwise indicated).
|
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| New investments: | ||||||||||||||||
| Gross investments | $ | 6,265,144 | $ | 244,519,903 | $ | 227,650,962 | $ | 521,946,955 | ||||||||
| Less: sold investments | (53,923,739 | ) | (84,715,634 | ) | (258,148,610 | ) | (304,891,295 | ) | ||||||||
| Total new investments | (47,658,595 | ) | 159,804,269 | (30,497,648 | ) | 217,055,660 | ||||||||||
| Principal amount of investments funded: | ||||||||||||||||
| First-lien senior secured debt investments | $ | 6,265,144 | $ | 236,084,903 | $ | 195,933,304 | $ | 502,801,955 | ||||||||
| Second-lien senior secured debt investments | - | 8,435,000 | 19,102,118 | 16,407,500 | ||||||||||||
| Convertible bonds | - | - | 3,728,289 | 1,025,000 | ||||||||||||
| Collateralized securities and structured products - debt | - | - | - | 1,212,500 | ||||||||||||
| CLO Equity | - | - | 8,887,251 | - | ||||||||||||
| Common Stock | - | - | - | 500,000 | ||||||||||||
| Total principal amount of investments funded | 6,265,144 | 244,519,903 | 227,650,962 | 521,946,955 | ||||||||||||
| Principal amount of investments sold or repaid: | ||||||||||||||||
| First-lien senior secured debt investments | 46,586,869 | 83,893,728 | 237,007,225 | 287,756,437 | ||||||||||||
| Second-lien senior secured debt investments | 2,495,938 | 820,806 | 11,930,854 | 8,324,984 | ||||||||||||
| Corporate Bonds | (809 | ) | - | 999,911 | - | |||||||||||
| Convertible bonds | 3,751,313 | 1,100 | 4,750,262 | 1,918 | ||||||||||||
| CLO Equity | 897,842 | - | 1,903,654 | - | ||||||||||||
| Collateralized securities and structured products - debt | (23,079 | ) | - | 1,341,039 | 8,807,956 | |||||||||||
| Common Stock | 215,665 | - | 215,665 | - | ||||||||||||
| Total principal amount of investments sold or repaid | 53,923,739 | 84,715,634 | 258,148,610 | 304,891,295 | ||||||||||||
52
Our investment activity for the three and nine months ended September 30, 2022 and September 30, 2021 is presented below (information presented herein is at Par unless otherwise indicated). New investment commitment refers to funded commitments in new securities made during the period that remained outstanding as of September 30, 2022 and September 30, 2021 respectively.
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Number of new investment commitments | 1 | 41 | 32 | 114 | ||||||||||||
| Average new investment commitment amount | $ | 339,003 | $ | 3,911,723 | $ | 4,785,982 | $ | 3,878,121 | ||||||||
| Weighted average maturity for new investment commitments | 5.75 years | 5.61 years | 6.30 years | 5.65 years | ||||||||||||
| Percentage of new debt investment commitments at floating rates | 100.00 | % | 100.00 | % | 100.00 | % | 99.77 | % | ||||||||
| Percentage of new debt investment commitments at fixed rates | 0.00 | % | 0.00 | % | 0.00 | % | 0.23 | % | ||||||||
| Weighted average interest rate of new investment commitments (1) | 6.80 | % | 4.80 | % | 7.92 | % | 4.72 | % | ||||||||
| Weighted average spread over reference rate of new floating rate investment commitments (2) | 3.75 | % | 4.25 | % | 4.91 | % | 4.14 | % | ||||||||
| Weighted average interest rate on investment sold or paid down | 5.88 | % | 3.95 | % | 4.94 | % | 4.22 | % | ||||||||
| (1) | New CLO equity investments do not have an ascribed interest rate, and are therefore excluded from the calculation. |
| (2) | Variable rate loans bear interest at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA). |
As of September 30, 2022 and December 31, 2021, our investments consisted of the following:
| September 30, 2022 | December 31, 2021 | |||||||||||||||
| Amortized | Fair | Amortized | Fair | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
| First-lien senior secured debt | $ | 961,549,213 | $ | 880,256,700 | $ | 1,003,839,402 | $ | 1,007,407,474 | ||||||||
| Second-lien senior secured debt | 71,488,717 | 61,411,793 | 64,317,453 | 64,658,512 | ||||||||||||
| Corporate Bonds | 1,883,686 | 1,501,000 | 2,883,596 | 2,947,571 | ||||||||||||
| Convertible Bond | - | - | 1,021,974 | 942,069 | ||||||||||||
| CLO Mezzanine | 17,566,250 | 15,043,251 | 18,907,287 | 19,105,394 | ||||||||||||
| CLO Equity | 27,084,772 | 23,019,636 | 20,101,177 | 20,253,800 | ||||||||||||
| Equity | 284,335 | 331,535 | 500,000 | 800,000 | ||||||||||||
| Short-term investments | 23,948,996 | 23,948,996 | 78,142,764 | 78,142,764 | ||||||||||||
| Total Investments | $ | 1,103,805,969 | $ | 1,005,512,911 | $ | 1,189,713,653 | $ | 1,194,257,584 | ||||||||
53
The table below describes investments by industry composition based on fair value as of September 30, 2022 and December 31, 2021:
| September 30, 2022 |
December 31, 2021 |
|||||||
| Software | 12.3 | % | 10.2 | % | ||||
| Healthcare Providers and Services | 10.8 | % | 10.8 | % | ||||
| IT Services | 8.9 | % | 9.4 | % | ||||
| Professional Services | 6.1 | % | 6.4 | % | ||||
| Insurance | 6.1 | % | 5.7 | % | ||||
| Hotels, Restaurants and Leisure | 3.7 | % | 3.5 | % | ||||
| Building Products | 3.7 | % | 3.0 | % | ||||
| Media | 3.1 | % | 3.9 | % | ||||
| Chemicals | 2.9 | % | 2.2 | % | ||||
| Independent Power and Renewable Electricity Producers | 2.8 | % | 3.1 | % | ||||
| Aerospace and Defense | 2.5 | % | 0.9 | % | ||||
| Construction and Engineering | 2.5 | % | 1.7 | % | ||||
| Cash and Cash Equivalents | 2.4 | % | 6.5 | % | ||||
| Diversified Financial Services | 2.3 | % | 1.8 | % | ||||
| Structured Subordinated Note | 2.3 | % | 1.7 | % | ||||
| Healthcare Technology | 2.1 | % | 2.1 | % | ||||
| Metals and Mining | 2.0 | % | 1.5 | % | ||||
| Containers and Packaging | 2.0 | % | 1.8 | % | ||||
| Auto Components | 1.9 | % | 1.5 | % | ||||
| Oil, Gas and Consumable Fuels | 1.7 | % | 3.0 | % | ||||
| Structured Note | 1.5 | % | 1.6 | % | ||||
| Diversified Telecommunication Services | 1.4 | % | 1.4 | % | ||||
| Food Products | 1.4 | % | 1.1 | % | ||||
| Specialty Retail | 1.3 | % | 1.2 | % | ||||
| Electronic Equipment, Instruments and Components | 1.3 | % | 1.1 | % | ||||
| Healthcare Equipment and Supplies | 1.3 | % | 2.0 | % | ||||
| Commercial Services and Supplies | 1.1 | % | 1.5 | % | ||||
| Internet Software and Services | 1.1 | % | 1.3 | % | ||||
| Airlines | 1.1 | % | 1.3 | % | ||||
| Diversified Consumer Services | 1.0 | % | 0.8 | % | ||||
| Industrial Conglomerates | 0.8 | % | 0.8 | % | ||||
| Real Estate Management and Development | 0.6 | % | 0.6 | % | ||||
| Wireless Telecommunication Services | 0.6 | % | 0.6 | % | ||||
| Machinery | 0.6 | % | 0.3 | % | ||||
| Pharmaceuticals | 0.6 | % | 0.8 | % | ||||
| Electrical Equipment | 0.5 | % | 0.6 | % | ||||
| Road and Rail | 0.5 | % | 0.6 | % | ||||
| Technology Hardware, Storage and Peripherals | 0.4 | % | 0.5 | % | ||||
| Energy Equipment and Services | 0.4 | % | - | % | ||||
| Household Durables | 0.3 | % | 0.4 | % | ||||
| Textiles, Apparel and Luxury Goods | 0.1 | % | 0.1 | % | ||||
| Leisure Products | - | % | 0.4 | % | ||||
| Electric Utilities | - | % | 0.3 | % | ||||
| Total | 100.0 | % | 100.0 | % | ||||
54
The table below shows the weighted average yields and interest rate of our debt investments at fair value as of September 30, 2022 and December 31, 2021:
| September 30, 2022 |
December 31, 2021 |
|||||||
| Weighted average total yield of debt and income producing securities | 11.18 | % | 5.77 | % | ||||
| Weighted average interest rate of debt and income producing securities(1) | 7.51 | % | 4.80 | % | ||||
| Weighted average spread over reference rate of all floating rate investments (2) | 4.45 | % | 4.31 | % | ||||
| (1) | CLO equity securities are considered income producing securities but do not have an ascribed interest rate, and therefore are excluded from the calculation |
| (2) | Variable rate loans bear interest at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA). |
Results of Operations
The following table represents the operating results for the three and nine months ended September 30, 2022 and September 30, 2021:
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Total investment income | $ | 19,973,554 | $ | 8,875,949 | $ | 50,725,754 | $ | 26,420,053 | ||||||||
| Less: Net expenses | 9,521,115 | 3,966,032 | 22,053,212 | 11,276,184 | ||||||||||||
| Net investment income | 10,452,439 | 4,909,917 | 28,672,542 | 15,143,869 | ||||||||||||
| Net realized gains (losses) on investments | (496,697 | ) | 489,555 | (1,353,321 | ) | 4,335,050 | ||||||||||
| Net change in unrealized gains (losses) on investments | (16,711,415 | ) | (673,345 | ) | (102,837,812 | ) | (4,371,638 | ) | ||||||||
| Net increase (decrease) in net assets resulting from operations | $ | (6,755,673 | ) | $ | 4,726,127 | $ | (75,518,591 | ) | $ | 15,107,281 | ||||||
Investment Income
Investment income for the three and nine months ended September 30, 2022 and September 30, 2021, was as follows:
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Interest from investments | $ | 19,718,478 | $ | 8,722,685 | $ | 50,266,810 | $ | 25,917,343 | ||||||||
| Dividend income | 223,816 | 2,775 | 278,529 | 5,412 | ||||||||||||
| Other income | 31,260 | 150,489 | 180,415 | 497,298 | ||||||||||||
| Total investment income | $ | 19,973,554 | $ | 8,875,949 | $ | 50,725,754 | $ | 26,420,053 | ||||||||
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For the three and nine months ended September 30, 2022 and September 30, 2021, total investment income was driven by interest income from our investments. The size of our investment portfolio at fair value decreased from $1.12 billion as of December 31, 2021 to $981.6 million as of September 30, 2022. The size of our investment portfolio at fair value increased from $600.1 million as of December 31, 2020 to $812.7 million as of September 30, 2021. All debt and short-term investments were income producing, and there were no loans on non-accrual status as of September 30, 2022.
Expenses
Operating expenses for the three and nine months ended September 30, 2022 and September 30, 2021, were as follows:
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Interest expense | $ | 7,015,768 | $ | 1,943,517 | $ | 14,595,014 | $ | 5,742,680 | ||||||||
| Management fees | 2,000,103 | 1,490,796 | 6,455,899 | 4,123,665 | ||||||||||||
| Other operating expenses | 736,353 | 697,904 | 1,753,190 | 1,865,461 | ||||||||||||
| Directors fees | 18,904 | 20,164 | 56,096 | 59,836 | ||||||||||||
| Management fee waiver | (250,013 | ) | (186,349 | ) | (806,987 | ) | (515,458 | ) | ||||||||
| Net expenses | $ | 9,521,115 | $ | 3,966,032 | $ | 22,053,212 | $ | 11,276,184 | ||||||||
Net expenses for the three months ended September 30, 2022 were $9.5 million, which consisted of $7.0 million in interest expense, $2.0 million in management fees, $736 thousand in other operating expenses, and $19 thousand in directors fees offset by $250 thousand in management fee waiver from the Investment Advisor. Net expenses for the nine months ended September 30, 2022 were $22.1 million, which consisted of $14.6 million in interest expense, $6.5 million in management fees, $1.8 million in other operating expenses, and $56 thousand in directors fees offset by $807 thousand in management fee waiver from the Investment Advisor.
Net expenses for the three months ended September 30, 2021 were $4.0 million, which consisted of $1.9 million in interest expense, $1.5 million in management fees, $698 thousand in other operating expenses, and $20 thousand in directors fees offset by $186 thousand in management fee waiver from the Investment Advisor. Net expenses for the nine months ended September 30, 2021 were $11.3 million, which consisted of $5.7 million in interest expense, $4.1 million in management fees, $1.9 million in other operating expenses, and $60 thousand in directors fees, offset by $515 thousand in management fee waiver from the Investment Advisor.
The increase in expenses for the nine months ended September 30, 2022 compared to the same period in the prior year was primarily due to increased leverage and increased management fees.
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Net Change in Unrealized Gains (Losses) on Investments
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and nine months ended September 30, 2022 and September 30, 2021, net unrealized gains (losses) on our investment portfolio were comprised of the following:
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Unrealized gains on investments | $ | 9,137,422 | $ | 490,866 | $ | 995,687 | $ | 6,061,972 | ||||||||
| Unrealized (losses) on investments | (25,848,837 | ) | (1,164,211 | ) | (103,833,499 | ) | (10,433,610 | ) | ||||||||
| Net change in unrealized gains (losses) on investments | $ | (16,711,415 | ) | $ | (673,345 | ) | $ | (102,837,812 | ) | $ | (4,371,638 | ) | ||||
The change in unrealized depreciation for the three months ended September 30, 2022 and September 30, 2021 totaled $16.7 million and $673 thousand, respectively. For the three months ended September 30, 2022, this consisted of unrealized depreciation of $17.7 million related to existing portfolio investments and unrealized depreciation of $0 related to new portfolio investments, and net unrealized appreciation of $1.0 million related to exited portfolio investments (a portion of which has been reclassified to realized gains). For the three months ended September 30, 2021, this consisted of net unrealized appreciation of $0.4 million related to existing portfolio investments and unrealized appreciation of $0.7 million related to new portfolio investments, and net unrealized depreciation of $1.8 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).
The change in unrealized depreciation for the nine months ended September 30, 2022 and September 30, 2021 totaled $102.8 million and $4.4 million, respectively. For the nine months ended September 30, 2022, this consisted of unrealized depreciation of $91.2 million related to existing portfolio investments and unrealized depreciation of $10.5 million related to new portfolio investments, and net unrealized depreciation of $1.1 million related to exited portfolio investments (a portion of which has been reclassified to realized gains). For the nine months ended September 30, 2021, this consisted of net unrealized depreciation of $0.1 million related to existing portfolio investments and unrealized appreciation of $4.1 million related to new portfolio investments, and net unrealized depreciation of $8.4 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).
Financial Condition, Liquidity and Capital Resources
We anticipate cash to be generated from the private offering of our common stock and other future offerings of securities (including an initial public offering), and cash flows from operations, including interest earned from the temporary investment of cash in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less. Additionally, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted. Furthermore, while any indebtedness and senior securities remain outstanding, we may be required to prohibit any distribution to our stockholders or the repurchase of shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In connection with borrowings, our lenders, including under the BoA Credit Facility and the WF Credit Facility, may require us to pledge assets, investor commitments to fund capital calls and/or the proceeds of those capital calls. In addition, such lenders may ask us to comply with positive or negative covenants that could have an effect on our operations.
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During the nine months ended September 30, 2022, we experienced a net increase in cash and cash equivalents of $3.1 million. During the period, net cash provided by operating activities was $26.6 million, primarily as a result of proceeds received from sale of investments of $258.1 million, partially offset by fundings of portfolio investments (excluding investments in short-term money market funds) of $227.7 million. We invested in short-term money market funds during the period, and as of the end of the period we held $23.9 million in fair value of short-term money market funds. During the same period, net cash used in financing activities was $23.5 million, primarily consisting of $14.3 million of net repayments under the BoA Credit Facility and WF Credit Facility and distributions paid in cash of $14.1 million, partially offset by proceeds from the issuance of common stock of $4.8 million.
During the nine months ended September 30, 2021, we experienced a net increase in cash and cash equivalents of $10.3 million. During the period, net cash used in operating activities was $61.3 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term money market funds) of $521.9 million, partially offset by proceeds received from sale of investments of $309.4 million. We invested in short-term money market funds during the period, and as of the end of the period we held $64.4 million in fair value of short-term money market funds. During the same period, net cash provided by financing activities was $71.6 million, primarily consisting of $33.0 million of net borrowing under the Credit Facility and proceeds from the issuance of common stock of $45.5 million, partially offset by distributions paid in cash of $4.8 million.
As of September 30, 2022 and September 30, 2021, we had cash and cash equivalents of $4.2 million and $11.0 million, respectively. As of September 30, 2022, we had $511.0 million principal outstanding under the BoA Credit Facility and $126.8 million principal outstanding under the WF Credit Facility. As of September 30, 2021, we had $427.5 million principal outstanding under the BoA Credit Facility and no principal outstanding under the WF Credit Facility.
During the nine months ended September 30, 2022 and September 30, 2021, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
| September 30, 2022 | September 30, 2021 | |||||||||||||||||||||||
| Capital Commitments |
Unfunded Capital Commitments |
% of Capital Commitments Funded |
Capital Commitments |
Unfunded Capital Commitments (1) |
% of Capital Commitments Funded |
|||||||||||||||||||
| Common stock | $ | 4,823,801 | $ | - | 100 | % | $ | 163,470,019 | $ | 117,921,245 | 28 | % | ||||||||||||
| (1) | 100% of the unfunded commitments were drawn down in July 2021. |
As a BDC, we are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. As of September 30, 2022, our asset coverage ratio was 159%.
Capital Contributions
During the nine months ended September 30, 2022 and September 30, 2021, the Company issued and sold 803,456 shares at an aggregate purchase price of $15.2 million and 2,551,012 shares at an aggregate purchase price of $52.5 million, respectively. These amounts include shares issued in reinvestment.
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Financing Arrangements
Bank of America Credit Facility
On February 18, 2020, we, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding I LLC (“PS BDC Funding” and together with the Company, the “Borrowers”), entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions as lenders (the “Lenders”), Bank of America N.A. as the administrative agent (“BofA N.A.”) and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide us with a revolving line of credit (the “BoA Credit Facility”).
Under the BoA Credit Facility, which matures on February 18, 2025, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the BoA Credit Facility was $200.0 million as of the closing date of the Credit Agreement, increased to $400.0 million on the one-month anniversary of the closing date, further increased to $475.0 million on October 12, 2020, and further increased to $725 million on September 29, 2021. The Borrowers’ ability to draw under the BoA Credit Facility is scheduled to terminate on February 11, 2025. All amounts outstanding under the BoA Credit Facility are required to be repaid by February 18, 2025.
The loans under the BoA Credit Facility may be base rate loans or eurocurrency rate loans. The base rate loans will bear interest at the base rate plus 1.30%, and the eurocurrency rate loans will bear interest at LIBOR plus 1.30%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.5%, (b) the prime rate and (c) LIBOR. The Credit Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest pursuant to base rate loans is payable quarterly in arrears, and interest pursuant to eurocurrency loans is payable either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining thereto. The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments until the four-month anniversary of the Second Amendment to the Credit Agreement. Thereafter, the commitment fee is 0.50% on unused Commitments up to 30% of the BoA Credit Facility, and 1.30% on unused Commitments in excess of 30% of the BoA Credit Facility. Such fee is payable quarterly in arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement).
PS BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the BoA Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions and custody. The custodian of the assets pledged to BofA N.A. pursuant to the BoA Credit Facility is U.S. Bank National Administration. The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company.
As of September 30, 2022, we had $511.0 million principal outstanding and $214.0 million of available Commitments under the BoA Credit Facility, and PS BDC Funding was in compliance with the applicable covenants in the BoA Credit Facility on such date.
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Wells Fargo Credit Facility
On December 18, 2020, we, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding II” and together with the Company, the “WF Borrowers”), entered into a Loan and Security Agreement (the “Loan Agreement”) with certain financial institutions as lenders (the “WF Lenders”), Wells Fargo Bank, National Association as the administrative agent (“WFB”) and U.S. Bank National Association (“U.S. Bank”), as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide us with a line of credit (the “WF Credit Facility”).
Under the WF Credit Facility, which matures on December 18, 2025, the WF Lenders have agreed to extend credit to PS BDC Funding II in an aggregate amount up to the Facility Amount (as defined in the Loan Agreement). The Facility Amount for the WF Credit Facility was $150.0 million as of the closing date of the Loan Agreement. The WF Borrowers’ ability to draw under the WF Credit Facility is scheduled to terminate on December 18, 2023. All amounts outstanding under the WF Credit Facility are required to be repaid by December 18, 2025.
The loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and shall be eurocurrency rate loans unless such rate is unavailable, in which case the loans shall be base rate loans until such rate is available. Broadly Syndicated Loans will bear interest at the LIBOR or base rate, as applicable, plus 1.85%, and Middle Market Loans will bear interest at LIBOR or base rate, as applicable, plus 2.35%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.5% and (b) the prime rate. The Loan Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest is payable quarterly, as determined by the WFB as the administrative agent. Following the Second Amendment of the WF Credit Facility, the Loan Agreement requires the payment of a non-usage fee of (x) during the first thirteen months following the closing of the WF Credit Facility, 0.50% multiplied by daily unused Facility Amounts, (y) between thirteen and sixteen months following the closing of the WF Credit Facility, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 50% of the Facility Amount and (ii) zero, and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 20% of the Facility Amount and (ii) zero. Such fee is payable quarterly in arrears. The WF Credit Facility includes the option to downsize the facility by paying a Commitment Reduction Fee. The Fee is equal to 2.00% of the facility reduction amount prior to the one year anniversary of the closing of the WF Credit Facility, and 1.00% thereafter. The applicable percentage for PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement).
PS BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S. Bank acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940 Act provisions relating to affiliated transactions and custody. The obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor.
As of September 30, 2022, we had $126.8 million outstanding and $23.2 million of available Commitments under the WF Credit Facility, and PS BDC Funding II was in compliance with the applicable covenants in the WF Credit Facility on such date.
Distribution Policy
To the extent that we have income available, we intend to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined by our Board. Any dividends to our stockholders will be declared out of assets legally available for distribution.
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We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under the Code. To obtain and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses (“investment company taxable income”), determined without regard to any deduction for dividends paid. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses (“capital gain net income”), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax. Under certain applicable provisions of the Code and U.S. Treasury regulations, distributions payable in cash or in shares of stock at the election of the stockholders are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the value of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, the Company may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock.
For these excise tax purposes, we will be deemed to have distributed any net ordinary taxable income or capital gain net income on which we have paid U.S. federal income tax. Depending on the level of taxable income earned in a calendar year, we may choose to carry forward taxable income for distribution in the following calendar year, and pay any applicable U.S. federal excise tax. We may not be able to achieve results that will permit the payment of cash distributions.
We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders. If this happens, our stockholders will be treated for U.S. federal income tax purposes as if they had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, our stockholders would be eligible to claim a tax credit equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. We may not be able to achieve operating results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.
We have adopted a dividend reinvestment plan that will provide for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions.
Prior to a Listing, the Board will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan. The number of shares of common stock to be issued to a participant prior to a Listing would be equal to the quotient determined by dividing the cash value of the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared.
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After a Listing, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the open market in connection with the implementation of the dividend reinvestment plan. The Board will examine the full facts and circumstances of each such dividend to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including by weighing the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s need and usage of reinvested funds. The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price per share of our common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by US Bank, the plan administrator and our transfer agent, registrar, and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of our common stock purchased with respect to the dividend.
A registered stockholder may elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated form.
Critical Accounting Estimates
Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
Critical accounting estimates are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. The preparation of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we have described our critical accounting estimates in the notes to our consolidated financial statements.
Valuation of Portfolio Investments
In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to either (i) choose to continue to determine fair value in good faith, or (ii) designate its investment adviser as the valuation designee tasked with determining fair value in good faith, subject to the board’s oversight. Our Board has designated the Investment Advisor to serve as our valuation designee effective August 11, 2022.
We value investments for which market quotations are readily available at such market quotations. Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 P.M. eastern time on the date of determination. If no such sales of such securities occurred, such securities will be valued at the mean between the last available bid and ask prices as reported by an independent, third-party pricing service on the date of determination (unless the prices provided by the pricing service is believed by the Investment Advisor to be unreliable or a significant event has occurred subsequent to the provision of the prices that the Investment Adviser determines will affect the fair value of the securities). Debt and equity securities whose market prices are not readily available (or for which either of the events noted in the parenthetical immediately above occur) are valued at fair value by the Investment Advisor. Such determination of fair values may involve subjective judgments and estimates, although we will also engage independent valuation providers to review the valuation of each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation at least once annually. With respect to unquoted securities, our Investment Advisor will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. With respect to Level 3 assets, we intend to retain one or more independent providers of financial advisory services to assist the Investment Advisor by performing certain limited third-party valuation services. We may appoint additional or different third-party valuation firms in the future.
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When an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable company, the Investment Advisor will use the pricing indicated by the external event in connection with its fair valuation determination process. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Investment Advisor using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had readily available market quotations existed for such investments, and the differences could be material.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We measure 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 and prepayment penalties. 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 appreciation or depreciation, when gains or losses are realized. Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified cost basis method for financial reporting.
Related Party Transactions
We have entered into the Advisory Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in such capacity, the Administrator). Mr. Christopher D. Long and Mr. Jeffrey D. Fox, each an interested member of our Board, have an indirect pecuniary interest in the Investment Advisor. The Investment Advisor is a registered investment adviser under the Advisers Act that is majority-owned by Palmer Square. See “Note 3. Agreements and Related Party Transactions – Administration Agreement” and “– Investment Advisory Agreement” in the notes to the accompanying consolidated financial statements.
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Contractual Obligations
We have certain contracts under which we have material future commitments. We have entered into the Advisory Agreement with the Investment Advisor in accordance with the 1940 Act. Payments for investment advisory services under the Advisory Agreement are equal to (a) a base management fee calculated at an annual rate of 2.0% of the average value of the weighted average of our total net assets at the end of the two most recently completed quarters and (b) an incentive fee based on our performance. The Investment Advisor has agreed to waive its right to receive management fees in excess of 1.75% of the total net assets during any period prior to a Listing. We have entered into an Administration Agreement with the Administrator to serve as our administrator. Pursuant to the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us with clerical, bookkeeping and recordkeeping services at such facilities, and provides us with other services necessary for us to operate or has engaged a third-party firm to perform some or all of these functions.
A summary of our significant contractual payment obligations related to the repayment of our outstanding indebtedness at September 30, 2022 is as follows:
| Payments Due by Period | ||||||||||||||||||||
| Total | Less than 1 year |
1-3 years | 3-5 years | After 5 years |
||||||||||||||||
| BoA Credit Facility, Net | $ | 509,843,995 | $ | - | $ | 509,843,995 | $ | - | $ | - | ||||||||||
| WF Credit Facility, Net | 127,234,719 | - | - | 127,234,719 | - | |||||||||||||||
| Total contractual obligations | $ | 637,078,714 | $ | - | $ | 509,843,995 | $ | 127,234,719 | $ | - | ||||||||||
Off-Balance Sheet Arrangements
Unfunded commitments to provide funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2022 and December 31, 2021, we had four unfunded commitments totaling $4.1 million, and nine unfunded commitments totaling $11.3 million, respectively. See “Note 8. Commitments and Contingencies” in the notes to the accompanying consolidated financial statements for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form of cash (including restricted cash, if any), receivables and borrowing capacity to fund these unfunded commitments should the need arise. See Financial Condition, Liquidity and Capital Resources above.
Other 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
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Assuming that the consolidated statements of assets and liabilities as of September 30, 2022 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rate.
| Change in Interest Rates | Increase (Decrease) in Interest Income |
Increase (Decrease) in Interest Expense |
Net Increase (Decrease) in Net Investment Income |
|||||||||
| Down 25 basis points | $ | (2,580,189 | ) | $ | (1,594,375 | ) | $ | (985,814 | ) | |||
| Up 100 basis points | 10,341,195 | 6,377,500 | 3,963,695 | |||||||||
| Up 200 basis points | 20,631,356 | 12,755,000 | 7,876,356 | |||||||||
| Up 300 basis points | 30,690,159 | 19,132,500 | 11,557,659 | |||||||||
The data in the table are based on our current statement of assets and liabilities. As of September 30, 2022, the Company had $5.45 million in net purchases that had not yet settled and $4.1 million in unfunded commitments. After settlement of these purchases, the change in interest expense will be larger as a result of the increase in the amount borrowed under the BoA Credit Facility or WF Credit Facility, as applicable. The table does not include any change in dividend income from our money market investments.
In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls, and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.
We measure exposure to interest rate and currency exchange rate fluctuations on an ongoing basis and may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options, swaps and forward contracts and credit hedging contracts, such as credit default swaps, in each case, subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our fiscal quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.
Item 1A. Risk Factors.
There have been no material changes during the nine months ended September 30, 2022 to the risk factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the nine months ended September 30, 2022, the Company issued and sold 803,456 shares of its common stock at an aggregate purchase price of $15.2 million. These amounts include shares issued in reinvestment. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuances and sales.
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
Exhibit Index
| * | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Palmer Square Capital BDC Inc. | ||
| Date: November 10, 2022 | /s/ Christopher D. Long | |
| Name: | Christopher D. Long | |
| Title: | Chief Executive Officer and Director (Principal Executive Officer) |
|
| Date: November 10, 2022 | /s/ Jeffrey D. Fox | |
| Name: | Jeffrey D. Fox | |
| Title: | Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
|
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