05/12/2026 | Press release | Distributed by Public on 05/12/2026 13:46
Management Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refer to our financial condition, results of operations, and cash flows. The information contained in this section should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. Please see "Forward-Looking Statements" for a discussion of the uncertainties, risks, and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under "Forward-Looking Statements" appearing elsewhere in this report.
Overview
We were incorporated under the laws of the State of Maryland on July 25, 2023. We have elected to be treated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have to elect to be treated, and intend to qualify annually thereafter, as a regulated investment company (a "RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") for U.S. federal income tax purposes. As a BDC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying" assets, source of income limitations, asset diversification requirements and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.
The Company invests in private US companies. For more information on our investment strategy and organizational structure, please see "Item 1 of Notes to Consolidated Financial Statements". The Company began investing this quarter.
There are 240 outstanding shares in the Company. These are owned by Growth Lending LLC. Growth Lending also has an Administration Agreement with the Company. James Hickey is currently the sole employee and serves as CEO, CCO, and COO.
Critical Accounting Estimates and Policies
The preparation of our financial statements in accordance with U.S. generally accepted accounting principles ("GAAP") requires us 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 materially. Our critical accounting estimates, including those relating to the valuation of investments and income recognition, are described below. Please refer to "Item 1. Notes to the Consolidated Financial Statements.. Note 2. Significant Accounting Policies" in the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of our significant accounting policies.
Investments
Please see "Item 1. Notes to the Consolidated Financial Statements. Note 3 Investments" for a discussion of the current holdings.
Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available, the level of merger and acquisition activity for such companies, the general economic environment, and the competitive environment for the types of investments we make. In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.
As a BDC, we may not acquire any assets other than "qualifying assets" specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in "eligible portfolio companies." Pursuant to rules adopted by the SEC, "eligible portfolio companies" include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
As a BDC, we may also invest up to 30% of our portfolio opportunistically in "non-qualifying" portfolio investments, such as investments in non-U.S. companies.
We may invest in debt securities that are either rated below investment grade or not rated by any rating agency, but if they were rated, they would be rated below investment grade. Below investment grade securities, which are often referred to as "junk," have predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
Revenue & Expenses
Please see "Item 1. Notes to the Consolidated Financial Statements. Note 2 Significant Accounting Policies" for an overview.
For the past quarter, the Company made $1,632,391 in realized investment income. This was primarily interest and profit from the sale of the loans and loan-related fees.
The Company incurred $1,518,198 in expenses. The largest expense was $1,174,456 in income sharing with the participation capital at the CBT SF LLC. The interest expense and bank fees were $233,271. Professional fees include both Growth Lending through the Administration Agreement and James Hickey through the agreement with Alternative Risk Strategies LLC.
Net investment income was $114,193.
Bank Facility
Please see "Item 1. Notes to the Consolidated Financial Statements. Note 4 Debt" for a discussion of the current debt.
The Company has a $15,000,000 bank facility.
Equity
The Company has issued and sold 240 shares at an offering price of $25.00 per share since inception. The Company did not sell or issue any security in the most recent quarter. Growth Lending LLC owns 100% of the shares. The Company distributed $2,145,000 in dividends in the prior quarter.
Asset Coverage Requirements
In accordance with the 1940 Act, with certain limited exceptions, the Company is allowed to incur borrowings, issue debt securities, or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 150%. We are currently in compliance, as we have consolidated CBT SF LLC and treat the participation capital as equity.
Material Contracts, Obligations, & Related Party Transactions
The Company has four material contracts: the Bank Facility with Woodforest; the Custody Agreement with UMB; the Administration Agreement with Growth Lending LLC, and the consulting agreement with Alternative Risk Strategies LLC. Both Growth Lending LLC and Alternative Risk Strategies LLC are related parties. Growth Lending LLC owns 100% of the shares of the Company. James Hickey, CEO, CCO, & CFO of the Company, controls Alternative Risk Strategies LLC.
Liquidity & Capital Reserves
The Company does not believe it has any material liquidity or capital reserve risk, as almost all of its loans are short-term. This should meet any obligations under the bank facility and operating expenses of the Company.
Income Taxes, Including Excise Taxes
We elected to be treated as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also
must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our investment company taxable income, determined without regard to any deduction for dividends paid.
If we fail to distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending June 30 in that calendar year and (3) any income realized, but not distributed, in the preceding year (to the extent that income tax was not imposed on such amounts) less certain over-distributions in prior years (together, the "Excise Tax Distribution Requirements"), we will be liable for a 4% nondeductible excise tax on the portion of the undistributed amounts of such income that are less than the amounts required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year-end (or earlier if estimated taxes are paid). We currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Distribution Requirements.
We did not incur any excise tax expense for any of the periods presented.