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MidCap Financial Investment Corp

For the period ended Mar 31, 2025. Filed May 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 12, 2025

MFIC$10.26-0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-07.

0000950170-24-122744

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

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-12.

0000950170-25-069131

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 132 previous paragraphs and 117 current paragraphs.

97 unchanged; 16 reworded; 4 added; 19 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 10 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

*Orgain, Inc was sold during the quarter and the realized gain was previously recorded as an unrealized gain.

Current report

*Orgain, Inc was sold during the quarter and the realized gain was previously recorded as an unrealized gain.

Current report

During the three months ended March 31, 2024, we recognized gross unrealized gains of $20.1 million and gross unrealized losses of $15.1 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized gains of $5.0 million. Net change in unrealized gains (losses) for the three months ended March 31, 2024 was primarily driven by the increase in cashflows and new lease extentions from Merx Aviation Finance, LLC, and underperformance of US Auto, International Cruise & Excursion Gallery, Naviga and ChyronHego. Significant changes in unrealized gains (losses) for the three months ended March 31, 2024 are summarized below:
Removed paragraphs (19)

Previous report

the ability to realize the anticipated benefits of the Mergers (as defined below);

Previous report

the effects of disruption on our business from the Mergers; and

Previous report

the combined company’s plans, expectations, objectives and intentions as a result of the Mergers.

Previous report

On August 1, 2022, the Company changed its name from “Apollo Investment Corporation” to “MidCap Financial Investment Corporation.” Our common stock began to trade under the ticker “MFIC” on the NASDAQ Global Stock Market on August 12, 2022.

Previous report

On July 22, 2024, the Company consummated the transactions contemplated by the (i) an Agreement and Plan of Merger (the “AFT Merger Agreement”) with Apollo Senior Floating Rate Fund Inc., a Maryland corporation (“AFT”), AFT Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AFT Merger Sub”), and, solely for the limited purposes set forth therein, the Investment Adviser, and (ii) an Agreement and Plan of Merger (the “AIF Merger Agreement” and, together with the AFT Merger Agreement, the “Merger Agreements”) with Apollo Tactical Income Fund Inc., a Maryland corporation (“AIF”), AIF Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AIF Merger Sub”), and, solely for the limited purposes set forth therein, the Investment Adviser. In connection therewith, AFT and AIF merged with an into the Company, with the Company continuing as the surviving company. For more information on the Mergers, please see Note 10 "Mergers with AFT and AIF" to our consolidated financial statements included in this report.

Previous report

On October 17, 2024, the Company amended and extended its senior secured, multi-currency, revolving credit facility (the "Amended Senior Secured Facility"). Lender commitments under the Amended Senior Secured Facility will increase from $1.705 billion to $1.815 billion until December 22, 2024 and will decrease to $1.660 billion thereafter. The Amended Senior Secured Facility includes an “accordion” feature that allows the Company to increase the size of the Facility to $2.723 billion.

Previous report

The final maturity date under the Amended Senior Secured Facility for extending lenders was extended by over a year from April 19, 2028 to October 17, 2029. The covenants and representations and warranties the Company is required to comply with were also modified (including, among other things, that the minimum stockholders’ equity test was reset), but the remaining material business terms and conditions of the Amended Senior Secured Facility remain substantially the same. The Amended Senior Secured Facility continues to include usual and customary events of default for senior secured revolving credit facilities of this type.

Previous report

Borrowings under the Amended Senior Secured Facility (and the incurrence of certain other permitted debt) continue to be subject to compliance with a Borrowing Base that applies different advance rates to different types of assets in the Company’s portfolio. The advance rate applicable to any specific type of asset in the Company’s portfolio depends on the relevant asset coverage ratio as of the date of determination. Borrowings under the Amended Senior Secured Facility continue to be subject to the leverage restrictions contained in the 1940 Act. Terms used in this disclosure have the meanings set forth in the Amended Senior Secured Facility.

Previous report

The increase in total investment income for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily driven by increase in interest income (including PIK) of $14.8 million. The increase in total interest income was due to a higher income-bearing investment portfolio, partially related to the assets acquired in the mergers with AFT and AIF. Additionally, prepayment fees and income recognized from the acceleration of discount, premium, or deferred fees on repaid investments increased from $3.8 million for the nine months ended September 30, 2023 to $6.2 million for the nine months ended September 30, 2024.

Previous report

Net expenses increased by $5.0 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily driven by the increase in interest and other debt expenses of $8.5 million. The increase in interest and other debt expenses was attributed to an increase in average debt outstanding, from $1.45 billion for the nine months ended September 30, 2023 to $1.51 billion for the nine months ended September 30, 2024. Further, there was an increase in the total annualized cost of debt, from 7.02% for the nine months ended September 30, 2023 to 7.47% for the nine months ended September 30, 2024. This was partially offset by the decrease of $1.6 million in management and performance-based incentive fees (net of amounts waived) due to a decrease in performance based incentive fees.

Previous report

During the three months ended September 30, 2024, we recognized gross realized gains of $1.3 million and gross realized losses of $0.8 million, resulting in net realized gains of $0.5 million. Net realized losses for the three months ended September 30, 2024 were due to a collection of minor individual losses from several portfolio companies and offset by realized gain from sale of Soliant. Significant realized gains (losses) for the three months ended September 30, 2024 are summarized below:

Previous report

*Soliant was sold during the quarter and the realized gain was previously recorded as an unrealized gain.

Previous report

During the three months ended September 30, 2023, we recognized gross realized gains of $0.1 million and gross realized losses of $0.3 million, resulting in net realized losses of $0.2 million. There were no significant realized gains (losses) for the three months ended September 30, 2023.

Previous report

*Soliant was sold during the quarter and the realized gain was previously recorded as an unrealized gain. MSEA Tankers LLC and ViewRay were written off during the period as no proceeds were expected to be realized. The realized gain(losses) on these investments were previously recorded as unrealized gain(losses).

Previous report

*Soliant was sold during the quarter and the realized gain was previously recorded as an unrealized gain.

Previous report

During the three months ended September 30, 2023, we recognized gross unrealized gains of $13.1 million and gross unrealized losses of $10.8 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized gains of $2.3 million. Net change in unrealized gains (losses) for the three months ended September 30, 2023 primarily driven by the increase in cashflows from Merx Aviation Finance, LLC, the financial under-performance of ViewRay and widening credit spreads. Significant changes in unrealized gains (losses) for the three months ended September 30, 2023 are summarized below:

Previous report

During the nine months ended September 30, 2024, we recognized gross unrealized gains of $48.6 million and gross unrealized losses of $46.8 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized gains of $1.8 million. Net change in unrealized gains for the nine months ended September 30, 2024 was primarily driven by write off of MSEA Tankers LLC and ViewRay, an increase in Merx equity, partially offset by the underperformance of US Auto and International Cruise & Excursion Gallery. Significant changes in unrealized gains (losses) for the nine months ended September 30, 2024 are summarized below:

Previous report

*Soliant was sold during the quarter and the realized gain was previously recorded as an unrealized gain. MSEA Tankers LLC and ViewRay were written off during the period as no proceeds were expected to be realized. The realized gain(losses) on these investments were previously recorded as unrealized gain(losses).

Previous report

During the nine months ended September 30, 2023, we recognized gross unrealized gains of $19.7 million and gross unrealized losses of $19.2 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $0.5 million. Net change in unrealized gains (losses) for the nine months ended September 30, 2023 was primarily driven by the increase in cashflows from Merx Aviation Finance, LLC, the financial under-performance of ViewRay and widening credit spreads. Significant changes in unrealized gains (losses) for the nine months ended September 30, 2023 are summarized below:
Reworded paragraphs (16)

Previous wording

MidCap Financial Investment Corporation (the “Company,” “MFIC,” “we,” “us,” or “our”) was incorporated under the Maryland General Corporation Law in February 2004. We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to this election and assuming we qualify as a RIC, we generally do not have to pay corporate-level federal income taxes on any income we distribute to our stockholders. We commenced operations on April 8, 2004 upon completion of our initial public offering that raised $870 million in net proceeds from selling 62 million shares of common stock at a price of $15.00 per share (20.7 million shares at a price of $45.00 per share adjusted for the one-for-three reverse stock split). Since then, and through September 30, 2024, we have raised approximately $2.68 billion in net proceeds from additional offerings of common stock and we have repurchased common stock for $248.1 million.

Current wording

MidCap Financial Investment Corporation (the “Company,” “MFIC,” “we,” “us,” or “our”) was incorporated under the Maryland General Corporation Law in February 2004. We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to this election and assuming we qualify as a RIC, we generally do not have to pay corporate-level federal income taxes on any income we distribute to our stockholders. We commenced operations on April 8, 2004 upon completion of our initial public offering that raised $870 million in net proceeds from selling 62 million shares of common stock at a price of $15.00 per share (20.7 million shares at a price of $45.00 per share adjusted for the one-for-three reverse stock split). Since then, and through March 31, 2025, we have raised approximately $2.68 billion in net proceeds from additional offerings of common stock and we have repurchased common stock for $254.2 million.

Previous wording

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the competitive environment for the types of investments we make. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). As of September 30, 2024, non-qualifying assets represented approximately 8.3% of the total assets of the Company.

Current wording

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the competitive environment for the types of investments we make. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). As of March 31, 2025, non-qualifying assets represented approximately 8.5% of the total assets of the Company.

Previous wording

Our portfolio and investment activity during the three and nine months ended September 30, 2024 and 2023, was as follows:

Current wording

Our portfolio and investment activity during the three months ended March 31, 2025 and 2024, was as follows:

Previous wording

Since the initial public offering of the Company in April 2004 and through September 30, 2024, invested capital totaled $25.2 billion in 783 portfolio companies. Over the same period, the Company completed transactions with more than 100 different financial sponsors.

Current wording

Since the initial public offering of the Company in April 2004 and through March 31, 2025, invested capital totaled $25.9 billion in 814 portfolio companies. Over the same period, the Company completed transactions with more than 100 different financial sponsors.

Previous wording

As of September 30, 2024, $2.83 billion or 93.6% of the Company’s investments were classified as Level 3. The high proportion of Level 3 investments relative to our total investments is directly related to our investment philosophy and target portfolio, which consists primarily of long-term secured debt, as well as unsecured and mezzanine positions of private middle-market companies. A fundamental difference exists between our investments and those of comparable publicly traded fixed income investments, namely high-yield bonds, and this difference affects the valuation of our private investments relative to comparable publicly traded instruments.

Current wording

As of March 31, 2025, $3.11 billion or 97.5% of the Company’s investments were classified as Level 3. The high proportion of Level 3 investments relative to our total investments is directly related to our investment philosophy and target portfolio, which consists primarily of long-term secured debt, as well as unsecured and mezzanine positions of private middle-market companies. A fundamental difference exists between our investments and those of comparable publicly traded fixed income investments, namely high-yield bonds, and this difference affects the valuation of our private investments relative to comparable publicly traded instruments.

Previous wording

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, seniority of investment in the investee company’s capital structure, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. During the nine months ended September 30, 2024, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

Current wording

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, seniority of investment in the investee company’s capital structure, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. During the three months ended March 31, 2025, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

Previous wording

Operating results for the three and nine months ended September 30, 2024 and 2023 were as follows:

Current wording

Operating results for the three months ended March 31, 2025 and 2024 were as follows:

Previous wording

The increase in total investment income for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was primarily driven by increase in interest income (including PIK) of $13.2 million. The increase in total interest income was due to a higher income-bearing investment portfolio, primarily related to the assets acquired in the mergers with AFT and AIF. This was partially offset by a decrease in the average yield for the total debt portfolio, from 12.0% for the three months ended September 30, 2023 to 11.5% for the three months ended September 30, 2024. Further, there was also an increase in other income of $0.7 million due to higher amendment fees.

Current wording

The increase in total investment income for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily driven by increase in interest income (including PIK) of $11.5 million. The increase in total interest income was due to a higher income-bearing investment portfolio, primarily related to the assets acquired in the Mergers. This was partially offset by a decrease in the average yield for the total debt portfolio, from 12.0% for the three months ended March 31, 2024 to 10.7% for the three months ended March 31, 2025.

Previous wording

Net expenses increased by $3.7 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily driven by the increase in interest and other debt expenses of $5.9 million. The increase in interest and other debt expenses was attributed to an increase in average debt outstanding, from $1.44 billion for the three months ended September 30, 2023 to $1.72 billion for the three months ended September 30, 2024. Further, there was an increase in the total annualized cost of debt, from 7.16% for the three months ended September 30, 2023 to 7.35% for the three months ended September 30, 2024. This was partially offset by the decrease of $1.3 million in performance-based incentive fees.

Current wording

Net expenses increased by $4.6 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the increase in interest and other debt expenses of $4.3 million. The increase in interest and other debt expenses was attributed to an increase in average debt outstanding, from $1.4 billion for the three months ended March 31, 2024 to $1.8 billion for the three months ended March 31, 2025. This was partially offset by the decrease in the total annualized cost of debt, from 7.65% for the three months ended March 31, 2024 to 6.83% for the three months ended March 31, 2025. Management and performance based incentive fee has increased $2.1 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to increase in yielding portfolio due to the Mergers.

Previous wording

During the nine months ended September 30, 2023, we recognized gross realized gains of $0.2 million and gross realized losses of $1.4 million, resulting in net realized losses of $1.2 million. There were no significant realized gains (losses) for the nine months ended September 30, 2023.

Current wording

During the three months ended March 31, 2025, we recognized gross realized gains of $4.5 million and gross realized losses of $1.4 million, resulting in net realized gains of $3.1 million. Net realized gains for the three months ended March 31, 2025 were primarily due to the exit of Orgain, Inc. and the partial exit of Heubach. Significant realized gains (losses) for the three months ended March 31, 2025 are summarized below:

Previous wording

During the nine months ended September 30, 2024, we recognized gross realized gains of $2.0 million and gross realized losses of $25.2 million, resulting in net realized losses of $23.2 million. Net realized losses for the nine months ended September 30, 2024 was primarily driven by the write off of the Company's investment in MSEA Tankers LLC and ViewRay and partially offset by the realized gain resulted from the sale of Soliant. Significant realized gains (losses) for the nine months ended September 30, 2024 are summarized below:

Current wording

During the three months ended March 31, 2024, we recognized gross realized gains of $0.6 million and gross realized losses of $8.7 million, resulting in net realized losses of $8.1 million. Net realized losses for the three months ended March 31, 2024 was primarily driven by the write off of the Company's investment in ViewRay. Significant realized gains (losses) for the three months ended March 31, 2024 are summarized below:

Previous wording

During the three months ended September 30, 2024, we recognized gross unrealized gains of $11.6 million and gross unrealized losses of $23.5 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $11.9 million. Net change in unrealized gains (losses) for the three months ended September 30, 2024 was primarily driven by the conversion of the equity position to debt during the amendment for AVAD, LLC, underperformance of International Cruise & Excursion Gallery, Inc., and US Auto, and the sale of Soliant. The change in unrealized losses were partially offset by an increase in Merx equity. Significant changes in unrealized gains (losses) for the three months ended September 30, 2024 are summarized below:

Current wording

During the three months ended March 31, 2025, we recognized gross unrealized gains of $12.5 million and gross unrealized losses of $19.5 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses in investments of $7.0 million. Net change in unrealized gains (losses) for the three months ended March 31, 2025 was primarily driven by the underperformance of Renovo, AVAD, LLC and Modern Campus, the recent restructure in Mitel Networks and the sale of Orgain, Inc. The change in unrealized losses were partially offset by an increase in Merx equity, expected sale proceedings of The Club Company, performance improvement in Congruex and recent equity infusion in the Sequential Brands Inc. Significant changes in unrealized gains (losses) for the three months ended March 31, 2025 are summarized below:

Previous wording

As of September 30, 2024, aggregate lender commitments under the Senior Secured Facility totaled $1.71 billion and $697.3 million of unused capacity. As of September 30, 2024, there were $16.0 million of letters of credit issued under the Senior Secured Facility as shown as part of total commitments in Note 8 to the consolidated financial statements.

Current wording

As of March 31, 2025, aggregate lender commitments under the Senior Secured Facility totaled $1.66 billion and $547.8 million of unused capacity. As of March 31, 2025, there were $6.2 million of letters of credit issued under the Senior Secured Facility as shown as part of total commitments in Note 8 to the consolidated financial statements.

Previous wording

Distributions paid to stockholders during the three and nine months ended September 30, 2024 totaled $54.4 million ($0.58 per share) and $104.0 million ($1.34 per share) which includes $18.8 million special distribution ($0.20 per share), respectively. Distributions paid to stockholders during the three and nine months ended September 30, 2023 totaled $24.8 million ($0.38 per share) and $74.5 million ($1.14 per share), respectively. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. Although the tax character of distributions paid to stockholders through September 30, 2024 may include return of capital, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ended December 31, 2024. Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year. Our quarterly distributions, if any, will be determined by our Board.

Current wording

Distributions paid to stockholders during the three months ended March 31, 2025 totaled $35.6 million ($0.38 per share). Distributions paid to stockholders during the three months ended March 31, 2024 totaled $24.8 million ($0.38 per share). For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. Although the tax character of distributions paid to stockholders through March 31, 2025 may include return of capital, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ended December 31, 2025. Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year. Our quarterly distributions, if any, will be determined by our Board.

Previous wording

For the three and nine months ended September 30, 2024, PIK income totaled $3.0 million and $7.5 million on total investment income of $82.1 million and $219.6 million, respectively. For the three and nine months ended September 30, 2023, PIK income totaled $0.5 million and $2.1 million on total investment income of $68.2 million and $204.6 million, respectively. In order to maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders annually in the form of distributions, even though the Company has not yet collected the cash. See Note 5 to the consolidated financial statements for more information on the Company’s PIK income.

Current wording

For the three months ended March 31, 2025, PIK income totaled $3.5 million on total investment income of $78.7 million. For the three months ended March 31, 2024, PIK income totaled $2.0 million on total investment income of $68.3 million. In order to maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders annually in the form of distributions, even though the Company has not yet collected the cash. See Note 5 to the consolidated financial statements for more information on the Company’s PIK income.