UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q


(Mark One)


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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019


OR


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|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 814-00908


TP FLEXIBLE INCOME FUND, INC . (Exact name of Registrant as specified in its charter)


Maryland45-2460782(State or other jurisdiction ofincorporation or organization)(I.R.S. Employer Identification No.)10 East 40thStreet, 42ndFloorNew York, NY10016(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (212) 448-0702


Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredNoneNoneNone


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. Yes x No o


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 o No o


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated fileroAccelerated fileroNon-accelerated filerxSmaller reporting companyoEmerging growth companyo


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. o


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x


The number of shares of the issuer’s Common Stock, $.001 par value, outstanding as of November 13, 2019 was 2,369,878 .










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TP FLEXIBLE INCOME FUND, INC.


TABLE OF CONTENTS





PageForward-Looking Statements1PART IFINANCIAL INFORMATIONItem 1.Financial Statements2Consolidated Statements of Assets and Liabilities as of September 30, 2019 (unaudited) and June 30, 20192Consolidated Statements of Operations for the three months ended September 30, 2019 and 2018 (unaudited)3Consolidated Statements of Changes in Net Assets for the three months ended September 30, 2019 and 2018 (unaudited)4Consolidated Statements of Cash Flows for the three months ended September 30, 2019 and 2018 (unaudited)6Consolidated Schedule of Investments as of September 30, 2019 (unaudited)7Consolidated Schedules of Investment as of June 30, 201910Notes to Consolidated Financial Statements (unaudited)13Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations46Item 3.Quantitative and Qualitative Disclosures About Market Risk68Item 4.Controls and Procedures69Item 5.Other Information70PART IIOTHER INFORMATIONItem 1.Legal Proceedings69Item 1A.Risk Factors69Item 2.Unregistered Sales of Equity Securities and Use of Proceeds70Item 3.Default Upon Senior Securities70Item 4.Mine Safety Disclosures70Item 5.Other Information70Item 6.Exhibits70Signatures71










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Forward-Looking Statements


Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, but not limited to, statements as to:


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|• | our future operating results;

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|• | our business prospects and the prospects of our portfolio companies;

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|• | changes in the economy;

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|• | risk associated with possible disruptions in our operations or the economy generally;

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|• | the effect of investments that we expect to make;

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|• | our contractual arrangements and relationships with third parties;

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|• | actual and potential conflicts of interest with Prospect Flexible Income Management, LLC and its affiliates;

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|• | the dependence of our future success on the general economy and its effect on the industries in which we invest;

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|• | the ability of our portfolio companies to achieve their objectives;

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|• | the use of borrowed money to finance a portion of our investments;

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|• | the adequacy of our financing sources and working capital;

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|• | the timing of cash flows, if any, from the operations of our portfolio companies;

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|• | the ability of Prospect Flexible Income Management, LLC to locate suitable investments for us and to monitor and administer our investments;

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|• | the ability of Prospect Flexible Income Management, LLC and its affiliates to attract and retain highly talented professionals;

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|• | our ability to qualify and maintain our qualification as a RIC and as a BDC; and

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|• | the effect of changes in laws or regulations affecting our operations or to tax legislation and our tax position.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in our prospectus, dated September 26, 2019, which was filed with the SEC on September 30, 2019, as supplemented by our prospectus supplement, filed with the SEC on October 25, 2019.


We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K.


As a result of Pathway Capital Opportunity Fund, Inc. (“PWAY”) being the accounting survivor of the Merger (as defined herein), certain financial information and performance of operations regarding PWAY is discussed below. The information in this section contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Forward Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with the financial statements and related notes and other financial information appearing elsewhere in this quarterly report on Form 10-Q.











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PART I


Item 1. Financial Statements





AssetsSeptember 30, 2019June 30, 2019(unaudited)(audited)Investments at fair value:Affiliate investments (cost of $472,357 and $472,357, respectively)$593,414$570,816Non-control/non-affiliate investments (cost of $33,021,280 and $24,426,013, respectively)31,540,62423,448,747Total investments (cost of $33,493,637 and $24,898,370, respectively)32,134,03824,019,563Cash5,496,5576,730,743Deferred financing costs (Note 11)569,834457,651Receivable for investments sold496,225952,631Prepaid expenses and other assets387,185427,944Deferred offering costs313,967292,429Due from Adviser (Note 4)157,409128,852Interest receivable63,15046,887Due from Affiliate (Note 4)2,1372,137Total Assets39,620,50233,058,837LiabilitiesRevolving Credit Facility (Note 11)15,500,0005,500,000Payable for investments purchased—1,961,399Payable for shares repurchased—495,506Accrued audit fees414,185369,762Due to Administrator (Note 4)345,375341,235Accrued legal fees272,880486,537Due to Adviser (Note 4)157,409127,414Dividends payable125,345126,128Due to Affiliates (Note 4)62,48654,205Interest payable54,97728,063Accrued expenses40,832157,873Total Liabilities16,973,4899,648,122Commitments and Contingencies (Note 10)——Net Assets$22,647,013$23,410,715Components of Net AssetsCommon Stock, par value $0.001 per share (75,000,000 shares authorized; 2,392,140 and 2,370,011 shares issued and outstanding, respectively) (Note 3)$2,392$2,370Paid-in capital in excess of par (Note 3)29,936,36830,105,995Total distributable earnings (loss) (Note 6)(7,291,747)(6,697,650)Net Assets$22,647,013$23,410,715Net Asset Value Per Share (Note 12)$9.47$9.88


See notes to consolidated financial statements








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TP FLEXIBLE INCOME FUND, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS





(unaudited)


Three Months Ended September 30,2019(1)2018(1)Investment IncomeInterest Income from non-control/non-affiliate investments$513,909$173,720Interest income from structured credit securities234,735140,420Total Investment Income748,644314,140Operating ExpensesAdministrator costs (Note 4)163,79368,750Base management fees (Note 4)157,40957,679Amortization of offering costs120,60630,445Interest expense and credit facility expenses (Note 11)100,17011,161Audit and tax expense55,83326,500General and administrative39,5806,110Insurance expense38,46228,314Transfer agent’s fees and expenses30,553(4,508)Legal expense25,358439,169Valuation services (Note 4)23,56543,944Adviser shared service expense (Note 4)—7,210Report and notice to shareholders—5,333Total Operating Expenses755,329720,107Expense limitation payment (Note 4)(157,409)(126,851)Total Net Operating Expenses597,920593,256Net Investment Income (loss)150,724(279,116)Net Realized and Net Change in Unrealized Gains (Losses) on InvestmentsNet realized (losses):Non-control/non-affiliate investments(264,029)(5,354)Net realized (losses)(264,029)(5,354)Net change in unrealized gains (losses) on:Non-control/non-affiliate investments(503,390)(137,230)Affiliate investments22,598—Net change in unrealized gains (losses)(480,792)(137,230)Net Realized and Net Change in Unrealized Gains (Losses) on Investments(744,821)(142,584)Net Decrease in Net Assets Resulting from Operations$(594,097)$(421,700)Net decrease in net assets resulting from operations per share (Note 12)$(0.25)$(0.51)Dividends declared per share$(0.17)$(0.15)(1) See Notes 1 and 9.


See notes to consolidated financial statements





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TP FLEXIBLE INCOME FUND, INC.
 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS





(unaudited)


Common StockThree Months Ended September 30, 2019SharesParPaid-in Capital in Excess of ParDistributable Earnings (Loss)Total Net AssetsBalance as of June 30, 20192,370,011$2,370$30,105,995$(6,697,650)$23,410,715Net decrease in net assets resulting from operationsNet investment income———150,724150,724Net realized (losses) on investments———(264,029)(264,029)Net change in unrealized gains (losses) on investments———(480,792)(480,792)Distributions to Shareholders (Note 5)Return of capital distributions -FLEX Class A common shares——(406,041)—(406,041)Capital TransactionsShares issued2,197224,998—25,000Commissions and fees on shares issued——(1,857)—(1,857)Shares issued through reinvestment of dividends19,93220213,273—213,293Total Increase (Decrease) for the three months ended September 30, 201922,129$22$(169,627)$(594,097)$(763,702)Balance as of September 30, 20192,392,140$2,392$29,936,368$(7,291,747)$22,647,013





See notes to consolidated financial statements

























































































(unaudited)





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TP FLEXIBLE INCOME FUND, INC.
 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS





Common StockThree Months Ended September 30, 2018SharesParPaid-in Capital in Excess of ParDistributable Earnings                    (Loss)(1)Total Net AssetsBalance as of June 30, 2018657,370$6,574$8,853,330$(506,740)$8,353,164Net decrease in net assets resulting from operationsNet investment (loss)———(279,116)(279,116)Net realized (losses) on investments———(5,354)(5,354)Net change in unrealized gains (losses) on investments———(137,230)(137,230)Distributions to Shareholders (Note 5)Return of capital distributions -PWAY Class A (Previously Class R)——(114,501)—(114,501)Return of capital distributions -PWAY Class I (Previously Class RIA and I)——(6,207)—(6,207)Capital TransactionsShares issued through reinvestment of dividends4,6994759,075—59,122Repurchase of common shares(31,716)(317)(401,532)—(401,849)Total Increase (Decrease) for the three months ended September 30, 2018(27,017)$(270)$(463,165)$(421,700)$(885,135)Balance as of September 30, 2018630,353$6,304$8,390,165$(928,440)$7,468,029(1) See Note 2 - Significant Accounting Policies.





See notes to consolidated financial statements






























































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TP FLEXIBLE INCOME FUND, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS





(unaudited)


Three Months Ended September 30,20192018Cash flows from operating activities:Net increase in net assets resulting from operations$(594,097)$(421,700)Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:Amortization of offering costs120,60630,445Purchases of investments(10,434,610)—Repayments and sales of portfolio investments1,622,438294,646Net change in unrealized loss on investments480,792137,228Net realized gain/(loss) on investments264,0295,354Accretion of purchase discount on investments, net(47,101)27,415Amortization of deferred financing costs12,817—Paid-in-kind interest(29)—Changes in other assets and liabilities:(Increase) Decrease in operating assetsReceivable for investments sold456,406—Interest receivable(16,263)(9,825)Due from Adviser (Note 7)(28,557)56,972Deferred offering costs (Note 7)(142,144)—Prepaid expenses40,759(6,830)Due from Affiliate (Note 7)—(6,646)Increase (Decrease) in operating liabilitiesDue to Adviser (Note 7)29,995—Accrued expenses(117,041)423,061Accrued legal fees(213,657)—Accrued audit fees44,423—Due to Administrator (Note 7)4,14022,917Payable for investments purchased(1,961,399)—Due to Affiliates (Note 7)8,2813,112Interest payable26,914(1,322)Net cash used in operating activities(10,443,298)554,827Cash flows from financing activities:Gross proceeds from shares issued (Note 5)25,000—Commissions and fees on shares issued (Note 7)(1,857)—Distributions paid to stockholders(193,525)(65,848)Repurchase of common shares(495,506)(401,849)Financing costs paid and deferred(125,000)—Borrowings under Revolving Credit Facility10,000,000—Repayments under Revolving Credit Facility—(150,000)Net cash provided by financing activities9,209,112(617,697)Net increase in cash(1,234,186)(62,870)Cash at beginning of period6,730,743587,722Cash at end of period$5,496,557$524,852Supplemental disclosure of cash flow financing activities:Value of shares issued through reinvestment of dividends$213,293$59,122Supplemental disclosures:Cash paid for interest$60,439$12,483


See notes to consolidated financial statements





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TP FLEXIBLE INCOME FUND, INC.
 CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2019 (unaudited)








Portfolio Company / Security TypeIndustryAcquisition DateCoupon/Yield (b)FloorLegalMaturityPrincipal/ QuantityAmortized Cost (d)Fair Value (c)% of  Net AssetsSenior Secured Loans-First Lien(k)LSF9 Atlantis Holdings, LLC(g)Retail4/21/20171ML+6.00% (8.04%)1.005/1/2023$471,875$467,476$440,6981.95%California Pizza Kitchen, Inc.(g)Hotel, Gaming & Leisure8/19/20166ML+6.00% (8.53%)1.008/23/2022339,500336,407304,4911.34%CareerBuilder(g)Services: Consumer7/27/20173ML+6.75% (9.08%)1.007/31/2023356,625346,798355,8461.57%Correct Care Solutions Group Holdings, LLC(g)Healthcare & Pharmaceuticals4/2/20191ML+5.50% (7.61%)—10/1/20252,091,5992,045,3752,042,1409.02%Digital Room Holdings, IncMedia: Broadcasting & Subscription5/14/20191ML+5.00% (7.11%)—5/21/20261,995,0001,963,8701,967,1798.69%GK Holdings, Inc.Media: Broadcasting & Subscription1/30/20153ML+6.00% (8.33%)1.001/20/2021119,063118,075102,7910.45%Global Tel*Link Corporation(g)Telecommunications4/5/20191ML+4.25% (6.36%)—11/29/20251,993,7251,930,3091,912,9178.45%GoWireless Holdings, Inc.(g)Retail12/21/20171ML+6.50% (8.61%)1.0012/22/2024456,250451,837443,7031.96%Help/Systems Holdings, Inc.(g)High Tech Industries4/2/20193ML+3.75% (6.08%)—3/28/2025994,962982,002993,7184.39%InfoGroup Inc.(g)Media: Advertising, Printing & Publishing3/28/20173ML+5.00% (7.10%)1.004/3/2023487,500482,996479,5782.12%Janus International Group, LLC(g)Construction & Building7/9/20191ML+4.50% (6.61%)—2/12/20251,743,7441,743,7441,754,6427.75%J.D Power and Associates(g)Automotive4/2/20191ML+3.75% (5.86%)1.009/7/2023497,439492,920498,9932.20%Keystone Acquisition Corp.(g)Healthcare & Pharmaceuticals4/10/20193ML+5.25% (7.58%)1.005/1/20242,092,7582,062,5402,056,1359.08%McAfee LLC(g)High Tech Industries9/27/20171ML+3.75% (5.87%)1.009/30/2024242,281239,992243,1201.07%PGX Holdings, Inc.(g)Services: Consumer4/2/20191ML+5.25% (7.37%)1.009/29/2020738,718730,276661,1532.92%Quidditch Acquisition, Inc.(g)Beverage, Food & Tobacco3/16/20181ML+7.00% (9.11%)1.003/21/2025492,500483,151499,8882.21%SCS Holdings I Inc.(g)Services: Business5/22/20193ML+4.25% (6.57%)—7/1/20261,246,8751,243,8621,251,5635.53%Research Now Group, Inc.(g)Services: Business4/2/20193ML+5.50% (7.75%)1.0012/20/2024746,203746,203746,2033.29%Rocket Software, Inc.(g)High Tech Industries4/2/20191ML+4.25% (6.36%)—11/28/20252,091,6202,072,4461,970,8298.70%Securus Technologies Holdings, Inc.(g)Telecommunications7/31/20193ML+4.50% (6.83%)1.0011/1/20241,994,9241,814,8461,814,8908.01%Sorenson Communications, LLC(g)Consumer4/26/20193ML+6.50% (8.83%)1.004/29/2024487,500487,500483,9262.14%Transplace Holdings, Inc.(g)Transportation: Cargo4/10/20191ML+3.75% (5.80%)1.0010/5/2024497,475495,131486,9062.15%Vero Parent Inc. (Sahara)(g)High Tech Industries8/11/20171ML+4.50% (6.54%)1.008/16/2024343,035339,798342,1771.51%VT Topco, Inc.(g)Sovereign & Public Finance7/26/20193ML+3.75% (6.08%)—8/1/2025997,483995,036995,6124.40%Wirepath LLC(g)Services: Business7/31/20173ML+4.00% (6.33%)1.008/5/2024490,059487,748468,0072.07%Total Senior Secured Loans-First Lien$23,560,338$23,317,105102.97%Senior Secured Loans-Second Lien(k)Encino Acquisition Partners Holdings, LLC(g)Energy: Oil & Gas9/25/20181ML+6.75% (8.86%)1.0010/29/2025$500,000$495,257$312,5001.38%FullBeauty Brands Holding(l)Retail2/7/20197.00%—1/31/202511,1569,5322,7890.01%GK Holdings, Inc.Media: Broadcasting & Subscription1/30/20153ML+10.25% (12.58%)1.001/21/2022125,000122,77596,8750.43%Inmar(g)Media: Advertising, Printing & Publishing4/25/20173ML+8.00% (10.33%)1.005/1/2025500,000492,907469,5332.07%McAfee LLC(g)High Tech Industries9/27/20171ML+8.50% (10.62%)1.009/29/2025437,500434,791443,3341.96%Neustar, Inc.(g)High Tech Industries3/2/20171ML+8.00% (10.11%)1.008/8/2025749,792739,136710,1953.14%NPC International, Inc.(g)Hotel, Gaming & Leisure3/30/20171ML+7.50% (9.82%)1.004/18/2025500,000497,689154,3750.68%Total Senior Secured Loans-Second Lien$2,792,087$2,189,6019.67%





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TP FLEXIBLE INCOME FUND, INC.
 CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2019 (unaudited)





Portfolio Company / Security TypeIndustryAcquisition DateCoupon/Yield (b)FloorLegalMaturityPrincipal/ QuantityAmortized Cost (d)Fair Value (c)% of  Net AssetsSenior Unsecured Bonds(a)(j)Ace Cash Express, Inc.Financial12/15/201712.00%N/A12/15/2022$1,000,000$942,557$982,5204.34%Total Senior Unsecured Bonds$942,557$982,5204.34%Structured subordinated notes(a)(e)(f)(k)Apidos CLO XXIVStructured Finance5/17/201924.66%N/A10/20/2030$250,000$157,931$166,2290.73%Apidos CLO XXVIStructured Finance7/25/201923.31%N/A7/18/2029250,000172,450183,3690.81%Carlyle Global Market Strategies CLO 2014-4-R, Ltd.Structured Finance4/12/201721.17%N/A7/15/2030250,000$172,602$173,2620.77%Carlyle Global Market Strategies CLO 2017-5, Ltd.Structured Finance1/30/201816.47%N/A1/22/2030500,000489,650444,8481.96%Galaxy XIX CLO, Ltd.Structured Finance12/8/201614.94%N/A7/24/2030250,000171,095124,6800.55%GoldenTree Loan Opportunities IX, Ltd.Structured Finance7/27/201715.43%N/A10/29/2029250,000189,785150,4380.66%Madison Park Funding XIII, Ltd.Structured Finance11/12/201522.91%N/A4/22/2030250,000178,370170,8020.75%Madison Park Funding XIV, Ltd.Structured Finance11/19/201515.61%N/A10/22/2030250,000185,422170,6200.75%Octagon Investment Partners XIV, Ltd.Structured Finance12/6/201716.71%N/A7/16/2029850,000551,745464,9482.05%Octagon Investment Partners XV, Ltd.Structured Finance5/23/201921.8%N/A7/19/2030500,000274,859284,2621.26%Octagon Investment Partners XXI, Ltd.Structured Finance1/13/201615.08%N/A2/14/2031387,538224,855190,8190.84%Octagon Investment Partners 30, Ltd.Structured Finance11/21/201715.14%N/A3/17/2030475,000452,822397,7371.76%OZLM XII, Ltd.Structured Finance1/20/20178.84%N/A4/30/2027275,000213,855160,8130.71%Sound Point CLO II, Ltd.Structured Finance5/16/201920.35%N/A1/26/20311,500,000897,497874,3203.86%Sound Point CLO VII-R, Ltd.Structured Finance8/23/201925.2%N/A10/23/2031150,00067,37271,6980.32%Sound Point CLO XVIII, Ltd.Structured Finance5/16/201918.98%N/A1/21/2031250,000243,970236,6361.04%THL Credit Wind River 2013-1 CLO, Ltd.Structured Finance11/3/201711.31%N/A7/30/2030325,000242,683188,4000.83%Venture XXXIV CLO, Ltd.Structured Finance7/30/201920.77%N/A10/15/2031250,000215,614215,4630.95%Voya IM CLO 2013-1, Ltd.Structured Finance6/14/201613.69%N/A10/15/2030278,312196,061161,2440.71%Voya CLO 2016-1, Ltd.Structured Finance2/25/201619.88%N/A1/21/2031250,000218,906220,8100.98%Total Structured subordinated notes(e)(f)$5,517,544$5,051,39822.29%Equity/Other(a)(k)ACON IWP Investors I, L.L.C.(h)(i)Healthcare & Pharmaceuticals4/30/2015N/AN/AN/A$472,357$472,357$593,4142.62%FullBeauty Brands Holding, Common Stock(i)Retail2/7/2019N/AN/AN/A72208,754——%Total Equity/Other$681,111$593,4142.62%Total Portfolio Investments$33,493,637$32,134,038141.89%





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|(a) | Indicates assets that the Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. Of the Company’s total investments as ofSeptember 30, 2019,17%are non-qualifying assets as a percentage of assets.

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|(b) | The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or which reset monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect atSeptember 30, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor. As ofSeptember 30, 2019, the one-month ("1ML"), two-month ("2ML"), three-month ("3ML"), and six-month ("6ML") LIBOR rates were 2.02%, 2.07%, 2.09%, and 2.06%, respectively.

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|(c) | Fair value and market value are determined by the Company’s board of directors (see Note 2).

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|(d) | See Note 6 for a discussion of the tax cost of the portfolio.




See notes to consolidated financial statements








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TP FLEXIBLE INCOME FUND, INC.
 CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2019 (unaudited)





(unaudited)





(e) The structured subordinated notes and preference/preferred shares are considered equity positions in the Collateralized Loan Obligations (“CLOs”). The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield is based on the current projections of this excess cash flow taking into account assumptions which have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.


|    |                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------
|(f) | All structured subordinated notes are co-investments with other entities managed by an affiliate of the Adviser (see Note 4).

|    |                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------
|(g) | The senior structured loan is held as collateral at the SPV, TP Flexible Funding, LLC as ofSeptember 30, 2019.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(h) | Affiliated investment as defined by the 1940 Act, whereby the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities and the investments are not classified as controlled investments. Affiliated funds that are managed by an affiliate of Triton Pacific Adviser, LLC also hold investments in this security. The aggregate fair value of non-controlled, affiliated investments atSeptember 30, 2019represented 2.62% of the Company’s net assets. Fair value as ofSeptember 30, 2019along with transactions during the period endedSeptember 30, 2019in affiliated investments were as follows:

Non-controlled, Affiliated InvestmentsNumber of SharesFair Valueat June 30, 2019Gross Additions (Cost)*Gross Reductions(Cost)**Unrealized Change in FMVNet Realized Gain (Loss)Fair Valueat September 30, 2019Interest & DividendsCredited to IncomeACON IWP Investors I, L.L.C.472,357$570,816$—$—$22,598—$593,414$—Total$570,816$—$—$22,598$—$593,414$—


*Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.


**Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.


(i)    Represents non-income producing security that has not paid a dividend in the year preceding the reporting date.


|    |                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(j) | All investments in this category are categorized as Level 2 investments in accordance with ASC 820. See Note 2 within the accompanying notes to the consolidated financial statements.

(k)   All investments in this category are valued using significant unobservable inputs and are categorized as Level 3 investments in accordance with ASC 820. See Notes 2 and 7 within the accompanying notes to the consolidated financial statements.


(l)   This investment has contractual payment-in-kind (“PIK”) interest. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date.








See notes to consolidated financial statements








9


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TP FLEXIBLE INCOME FUND, INC.
 CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2019








Portfolio Company / Security TypeIndustryAcquisition DateCoupon/Yield (b)FloorLegalMaturityPrincipal/ QuantityAmortized Cost (d)Fair Value (c)% of  Net AssetsSenior Secured Loans-First Lien(k)LSF9 Atlantis Holdings, LLC(g)Retail4/21/20171ML+6.00% (8.42%)1.005/1/2023$475,000$470,292$446,5971.91%California Pizza Kitchen, Inc.(g)Hotel, Gaming & Leisure8/19/20166ML+6.00% (8.53%)1.008/23/2022340,375337,013333,5681.42%CareerBuilder(g)Services: Consumer7/27/20173ML+6.75% (9.08%)1.007/31/2023356,625346,152355,7341.52%Correct Care Solutions Group Holdings, LLC(g)Healthcare & Pharmaceuticals4/2/20191ML+5.50% (7.94%)—10/1/20251,246,8671,203,0241,206,5005.15%Deluxe Entertainment Services Group, Inc.Services: Business10/24/20163ML+5.50% (8.08%)1.002/28/2020326,662317,103292,3621.25%Digital Room Holdings, IncMedia: Broadcasting & Subscription5/14/20191ML+5.00% (7.40%)—5/21/20261,500,0001,477,8791,477,3506.31%GK Holdings, Inc.Media: Broadcasting & Subscription1/30/20153ML+6.00% (8.33%)1.001/20/2021119,375118,197101,4690.43%Global Tel*Link Corporation(g)Telecommunications4/5/20191ML+4.25% (6.65%)—11/29/2025498,747497,513479,0042.05%GoWireless Holdings, Inc.(g)Retail12/21/20171ML+6.50% (8.94%)1.0012/22/2024462,500457,874450,7461.93%Help/Systems Holdings, Inc.(g)High Tech Industries4/2/20193ML+3.75% (6.08%)—3/28/2025997,481983,926991,2474.23%InfoGroup Inc.(g)Media: Advertising, Printing & Publishing3/28/20173ML+5.00% (7.33%)1.004/3/2023488,750483,922477,1422.04%J.D Power and Associates(g)Automotive4/2/20191ML+3.75% (6.19%)1.009/7/2023498,719493,911496,2262.12%Keystone Acquisition Corp.(g)Healthcare & Pharmaceuticals4/10/20193ML+5.25% (7.58%)1.005/1/2024748,096737,058731,2643.12%McAfee LLC(g)High Tech Industries9/27/20171ML+3.75% (6.15%)1.009/30/2024242,892240,488242,9301.04%PGX Holdings, Inc.(g)Services: Consumer4/2/20191ML+5.25% (7.66%)1.009/29/2020744,359733,789744,3593.18%Prospect Medical Holdings, Inc.(g)Healthcare & Pharmaceuticals2/16/20181ML+5.50% (7.94%)1.002/22/2024493,750483,992467,4162.00%Quidditch Acquisition, Inc.(g)Beverage, Food & Tobacco3/16/20181ML+7.00% (9.40%)1.003/21/2025493,750483,971498,6882.13%SCS Holdings I Inc.(g)Services: Business5/22/20193ML+4.25% (6.57%)—7/1/20261,250,0001,246,8751,250,2565.34%Research Now Group, Inc.(g)Services: Business4/2/20193ML+5.50% (8.08%)1.0012/20/2024748,101748,101748,1013.20%Rocket Software, Inc.(g)High Tech Industries4/2/20191ML+4.25% (6.69%)—11/28/20251,246,8751,240,0281,221,9385.22%SESAC Holdco II LLC(g)Media: Diversified & Production4/16/20191ML+3.25% (5.40%)1.002/23/2024498,724489,513489,6852.09%Sorenson Communications, LLCConsumer4/26/20193ML+6.50% (8.83%)1.004/29/2024500,000500,000496,1342.12%Transplace Holdings, Inc.(g)Transportation: Cargo4/10/20191ML+3.75% (6.15%)1.0010/5/2024498,737496,276497,1812.12%Travel Leaders Group, LLC(g)Hotel, Gaming & Leisure1/19/20171ML+4.00%  (6.38%)1.001/25/2024495,000495,029496,6482.12%Vero Parent Inc. (Sahara)(g)High Tech Industries8/11/20171ML+4.50% (6.90%)1.008/16/2024343,901340,497343,2561.47%Wirepath LLC(g)Services: Business7/31/20171ML+4.00% (6.44%)1.008/5/2024491,297488,866490,0692.09%Total Senior Secured Loans-First Lien$15,911,289$15,825,87067.6%Senior Secured Loans-Second Lien(k)Encino Acquisition Partners Holdings, LLC(g)Energy: Oil & Gas9/25/20181ML+6.75% (9.19%)1.0010/29/2025$500,000$495,061$461,2501.97%FullBeauty Brands Holding(l)Retail2/7/20197.00%—1/31/202511,1279,4577,6770.03%GK Holdings, Inc.Media: Broadcasting & Subscription1/30/20153ML+10.25% (12.58%)1.001/21/2022125,000122,53396,8750.41%Inmar(g)Media: Advertising, Printing & Publishing4/25/20173ML+8.00% (10.60%)1.005/1/2025500,000492,587470,0002.01%McAfee LLC(g)High Tech Industries9/27/20171ML+8.50% (10.90%)1.009/29/2025437,500434,677444,1541.90%Neustar, Inc.(g)High Tech Industries3/2/20171ML+8.00% (10.44%)1.008/8/2025749,792738,678717,1463.06%





10


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TP FLEXIBLE INCOME FUND, INC.
 CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2019





Portfolio Company / Security TypeIndustryAcquisition DateCoupon/Yield (b)FloorLegalMaturityPrincipal/ QuantityAmortized Cost (d)Fair Value (c)% of  Net AssetsNPC International, Inc.(g)Hotel, Gaming & Leisure3/30/20171ML+7.50% (9.94%)1.004/18/2025500,000497,584308,1251.32%Total Senior Secured Loans-Second Lien$2,790,577$2,505,22710.7%Senior Unsecured Bonds(a)(j)Ace Cash Express, Inc.Financial12/15/201712.00%N/A12/15/2022$450,000$444,957$402,1631.72%Total Senior Unsecured Bonds$444,957$402,1631.72%Structured subordinated notes(a)(e)(f)(k)Apidos CLO XXIVStructured Finance5/17/201923.23%N/A10/20/2030$250,000$156,400$162,3830.69%Carlyle Global Market Strategies CLO 2014-4-R, Ltd.Structured Finance4/12/201721.64%N/A7/15/2030250,000170,233179,1080.77%Carlyle Global Market Strategies CLO 2017-5, Ltd.Structured Finance1/30/201817.03%N/A1/22/2030500,000493,001466,1651.99%Galaxy XIX CLO, Ltd.Structured Finance12/8/201614.11%N/A7/24/2030250,000170,747128,7000.55%GoldenTree Loan Opportunities IX, Ltd.Structured Finance7/27/201715.39%N/A10/29/2029250,000188,924154,0570.66%Madison Park Funding XIII, Ltd.Structured Finance11/12/201522.24%N/A4/22/2030250,000178,423182,9500.78%Madison Park Funding XIV, Ltd.Structured Finance11/19/201516.25%N/A10/22/2030250,000188,558180,1190.77%Octagon Investment Partners XIV, Ltd.Structured Finance12/6/201718.01%N/A7/16/2029850,000556,194479,1862.05%Octagon Investment Partners XV, Ltd.Structured Finance5/23/201922.82%N/A7/19/2030500,000270,348297,3261.27%Octagon Investment Partners XXI, Ltd.Structured Finance1/13/201616.05%N/A2/14/2031387,538223,038206,6010.88%Octagon Investment Partners 30, Ltd.Structured Finance11/21/201716.18%N/A3/17/2030475,000456,377405,2481.73%OZLM XII, Ltd.Structured Finance1/20/201710.59%N/A4/30/2027275,000219,453171,5240.73%Sound Point CLO II, Ltd.Structured Finance5/16/201920.73%N/A1/26/20311,500,000902,022881,6083.77%Sound Point CLO XVIII, Ltd.Structured Finance5/16/201919.05%N/A1/21/2031250,000245,476246,3381.05%Voya IM CLO 2013-1, Ltd.Structured Finance6/14/201614.81%N/A10/15/2030278,312188,161159,6830.68%Voya CLO 2016-1, Ltd.Structured Finance2/25/201620.38%N/A1/21/2031250,000217,902221,7410.95%THL Credit Wind River 2013-1 CLO, Ltd.Structured Finance11/3/201712.4%N/A7/30/2030325,000245,179192,7500.82%Total Structured subordinated notes(e)(f)$5,070,436$4,715,48720.14%Equity/Other(a)(k)ACON IWP Investors I, L.L.C.(h)(i)Healthcare & Pharmaceuticals4/30/2015N/AN/AN/A$472,357$472,357$570,8162.44%FullBeauty Brands Holding, Common Stock(i)Retail2/7/2019N/AN/AN/A72208,754——%Total Equity/Other$681,111$570,8162.44%Total Portfolio Investments$24,898,370$24,019,563102.6%





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Indicates assets that the Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. Of the Company’s total investments as of June 30, 2019, 17% are non-qualifying assets as a percentage of assets.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or which reset monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at June 30, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor. As of June 30, 2019, the one-month ("1ML"), two-month ("2ML"), three-month ("3ML"), and six-month ("6ML") LIBOR rates were 2.40%, 2.33%, 2.32%, and 2.20%, respectively.

|    |                                                                                             
|--- | --------------------------------------------------------------------------------------------
|(c) | Fair value and market value are determined by the Company’s board of directors (see Note 2).

|    |                                                              
|--- | -------------------------------------------------------------
|(d) | See Note 6 for a discussion of the tax cost of the portfolio.







11


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TP FLEXIBLE INCOME FUND, INC.
 CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2019





See notes to consolidated financial statements








(e) The structured subordinated notes and preference/preferred shares are considered equity positions in the Collateralized Loan Obligations (“CLOs”). The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield is based on the current projections of this excess cash flow taking into account assumptions which have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.


|    |                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------
|(f) | All structured subordinated notes are co-investments with other entities managed by an affiliate of the Adviser (see Note 4).

|    |                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------
|(g) | The senior structured loan is held as collateral at the SPV, TP Flexible Funding, LLC as of June 30, 2019.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(h) | Affiliated investment as defined by the 1940 Act, whereby the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities and the investments are not classified as controlled investments. Affiliated funds that are managed by an affiliate of Triton Pacific Adviser, LLC also hold investments in this security. The aggregate fair value of non-controlled, affiliated investments at June 30, 2019 represented 2.59% of the Company’s net assets. Fair value as of June 30, 2019 along with transactions during the period ended June 30, 2019 in affiliated investments were as follows:

Non-controlled, Affiliated InvestmentsNumber of SharesFair Valueat March 31, 2019Gross Additions (Cost)*Gross Reductions(Cost)**Unrealized Change in FMVNet Realized Gain (Loss)Fair Valueat June 30, 2019Interest & DividendsCredited to IncomeACON IWP Investors I, L.L.C.472,357$507,988$—$—$62,828—$570,816$—Total$507,988$—$—$62,828$—$570,816$—


*Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.


**Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.


(i)    Represents non-income producing security that has not paid a dividend in the year preceding the reporting date.


|    |                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(j) | All investments in this category are categorized as Level 2 investments in accordance with ASC 820. See Note 2 within the accompanying notes to the consolidated financial statements.

(k)   All investments in this category are valued using significant unobservable inputs and are categorized as Level 3 investments in accordance with ASC 820. See Notes 2 and 7 within the accompanying notes to the consolidated financial statements.


(l)   This investment has contractual payment-in-kind (“PIK”) interest. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date.











See notes to consolidated financial statements





12


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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)











NOTE 1 - NATURE OF OPERATIONS


TP Flexible Income Fund, Inc. (f/k/a Triton Pacific Investment Corporation, Inc.) (the “Company”, “our”, “us”, “we”), incorporated in Maryland on April 29, 2011, is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to generate current income and, as a secondary objective, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We intend to meet our investment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $2.5 billion. We expect that at least 70% of our portfolio of investments will consist primarily of syndicated senior secured first lien loans, syndicated senior secured second lien loans, and to a lesser extent, subordinated debt, and that up to 30% of our portfolio of investments will consist of other securities, including private equity (both common and preferred), dividend-paying equity, royalties, and the equity and junior debt tranches of a type of pools of broadly syndicated loans known as collateralized loan obligations (“CLOs”). Pursuant to our Articles of Incorporation, as amended, restated and supplemented, the Company is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 per share. Additionally, the Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.001 per share. The Company is currently offering for sale a maximum of $300,000,000 of shares of common stock on a “best efforts” basis pursuant to a registration statement on Form N-2 filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Offering”). On June 25, 2014, the Company met its minimum offering requirement of $2,500,000 and released all shares held in escrow.


On August 10, 2018, we (in our capacity as Triton Pacific Investment Corporation, Inc., which we refer to as "TPIC") entered into an agreement and plan of merger with Pathway Capital Opportunity Fund, Inc. (“PWAY”) pursuant to which PWAY agreed to merge with and into TPIC (the “Merger”), and, as the combined legal surviving company, we were renamed as TP Flexible Income Fund, Inc. (we were formerly known as Triton Pacific Investment Corporation, Inc.). The agreement and plan of merger was amended and restated effective February 12, 2019. On March 15, 2019 the Merger was approved by the stockholders of TPIC and PWAY and was consummated effective as of March 31, 2019 at 11:59 p.m. eastern time (the “Effective Time”). As part of the Merger each outstanding Class A and Class I share of PWAY common stock was canceled and retired in exchange for 1.2848 and 1.2884 shares, respectively, of TPIC Class A common stock as consideration for the Merger. From and after the Effective Time, shares of PWAY common stock are no longer outstanding and cease to exist.


Although PWAY merged into TPIC in connection with the Merger, PWAY is considered the accounting survivor of the Merger and its historical financial statements are included and discussed in this report and the Company adopted PWAY’s fiscal year end of June 30. We will refer to the surviving merged accounting entity as "FLEX" within these footnotes that accompany our consolidated financial statements.


The Adviser was formed in Delaware as a private investment management firm and is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, or the Advisers Act. The Adviser oversees the management of the Company’s activities and is responsible for making the investment decisions for the portfolio. Prospect Administration LLC, an affiliate of the Adviser, serves as our administrator.


As a result of the Merger several significant changes occurred:


|  |                                                                                                                                                                                                                                                                                     
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | New Investment Adviser. Prospect Flexible Income Management, LLC, who we refer to as the Adviser, now serves as our investment adviser. The Adviser is an affiliate of PWAY and the investment professionals of PWAY’s investment adviser have investment discretion at the Adviser.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Increased Leverage. Following the Merger, our asset coverage ratio requirement was reduced from 200% to 150%, which allows us to incur double the maximum amount of leverage that was previously permitted. As a result, we are able to borrow substantially more money and take on substantially more debt than we had previously been able to. Leverage may increase the risk of loss to investors and is generally considered a speculative investment technique.

|  |                                                                                                                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Special Repurchase Offer.As a condition to being able to increase our leverage, we have offered and will in the future offer to repurchase certain of our outstanding shares (the "Special Repurchase Offer"). In connection with this Special Repurchase Offer, stockholders should be aware that:

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|◦ | Only former stockholders of TPIC as of March 15, 2019, the date of TPIC’s 2019 annual stockholder meeting (the “Eligible Stockholders”), were and will be allowed to participate in the Special Repurchase Offer, and they may have up to 100% of their shares repurchased. Former stockholders of PWAY and stockholders who purchased shares in our continuous public offering were not and will not be able to participate in the Special Repurchase Offer.




13


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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





|  |                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|◦ | If a substantial number of the Eligible Stockholders take advantage of this opportunity, it could minimize or eliminate the expected benefits of the Merger and it could:

|  |                                       
|- | --------------------------------------
|▪ | significantly decrease our asset size;

|  |                                                                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|▪ | require us to sell our investments earlier than the Adviser would have otherwise desired, which may result in selling investments at inopportune times or significantly depressed prices and/or at losses; or

|  |                                                                          
|- | -------------------------------------------------------------------------
|▪ | cause us to incur additional leverage solely to meet repurchase requests.

|  |                                                                                                                                                                                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|◦ | The first of our four quarterly Special Repurchase Offers expired on June 24, 2019, and in that offer we repurchased 49,900 shares of our Class A common stock for the gross proceeds of $495,506.  We commenced our second Special Repurchase Offer on September 6, 2019 and that offer is currently expected to close on October 4, 2019.

|  |                                                                                                                                                                                                                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | New Board of Directors. As a result of the Merger, the composition of our board of directors changed and now consists of Craig J. Faggen, TPIC’s former President and Chief Executive Officer, M. Grier Eliasek, PWAY’s former President and Chief Executive Officer, Andrew Cooper, William Gremp and Eugene Stark. Messrs. Cooper, Gremp and Stark are all former independent directors of PWAY.




On May 16, 2019, we formed a wholly-owned subsidiary TP Flexible Funding, LLC (the “SPV”), a Delaware limited liability company and a bankruptcy remote special purpose entity, which holds certain of our portfolio loan investments that are used as collateral for the revolving credit facility at the SPV. This subsidiary has been consolidated since operations commenced.





NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation and Consolidation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company is considered an investment company under the 1940 Act and follows the accounting and reporting guidance applicable to investment companies under Accounting Standards Codification (“ASC”) 946, Financial Services - Investment Companies ("ASC 946") and Articles 3, 6 and 12 of Regulation S-X. Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. Our consolidated financial statements include the accounts of the FLEX and the SPV. All intercompany balances and transactions have been eliminated in consolidation.


Reclassifications. Certain reclassifications have been made in the presentation of prior consolidated financial statements and accompanying notes to conform to the presentation as of and for the three months ended  September 30, 2019 .


Management Estimates and Assumptions. The preparation of the consolidated financial statements in accordance with GAAP 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 income, expenses, and gains and losses during the reported period. Changes in the economic environment, financial markets, creditworthiness of the issuers of our investment portfolio and any other parameters used in determining these estimates could cause actual results to differ, and these differences could be material.


Cash. All cash balances are maintained with high credit quality financial institutions which are members of the Federal Deposit Insurance Corporation. The Company maintains cash balances that may exceed federally insured limits.


Valuation of Portfolio Investments. The Company determines the fair value of its investment portfolio each quarter. Securities that are publicly-traded are valued at the reported closing price on the valuation date. The fair values of the Company’s investments are determined in good faith by the Company’s board of directors. The Company’s board of directors is solely responsible for the valuation of the Company’s portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and consistently applied valuation process.


In connection with that determination, the Adviser provides the Company’s board of directors with portfolio company valuations which are based on relevant inputs which may include indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by third-party valuation services.


We follow guidance under U.S. GAAP, which classifies the inputs used to measure fair values into the following hierarchy:


Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.


Level 2. Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities on an inactive market, or other observable inputs other than quoted prices.





14


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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





Level 3. Unobservable inputs for the asset or liability.


In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.


Securities traded on a national securities exchange are valued at the last sale price on such exchange on the date of valuation or, if there was no sale on such day, at the mean between the last bid and asked prices on such day or at the last bid price on such day in the absence of an asked price. Securities traded on the Nasdaq market are valued at the Nasdaq official closing price (“NOCP”) on the day of valuation or, if there was no NOCP issued, at the last sale price on such day. Securities traded on the Nasdaq market for which there is no NOCP and no last sale price on the day of valuation are valued at the mean between the last bid and asked prices on such day or at the last bid price on such day in the absence of an asked price.


Securities traded in the over-the-counter market are valued by an independent pricing agent or more than one principal market maker, if available, otherwise a principal market maker or a primary market dealer. We value over-the-counter securities by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by an independent pricing agent and screened for validity by such service.


For most of our investments, market quotations are not readily available. With respect to such investments, or when such market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process for each quarter, as described below, and such investments are classified in Level 3 of the fair value hierarchy:


|   |                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Each portfolio company or investment is reviewed by investment professionals of the Adviser with the independent valuation firms engaged by our board of directors.

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|2. | The independent valuation firms prepare independent valuations based on their own independent assessments and issue their reports.

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|3. | The audit committee of our board of directors (the “Audit Committee”) reviews and discusses with the independent valuation firms the valuation reports, and then makes a recommendation to our board of directors of the value for each investment.

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|4. | Our board of directors discusses valuations and determines the fair value of such investments in our portfolio in good faith based on the input of the Adviser, the respective independent valuation firms and the Audit Committee.




Our non-CLO investments are valued utilizing a broker quote, yield technique, enterprise value (“EV”) technique, net asset value technique, liquidation technique, discounted cash flow technique, or a combination of techniques, as appropriate. The yield technique uses loan spreads for loans and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV technique, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine the EV, we typically use a market (multiples) valuation approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent merger and acquisitions transactions, and/or a discounted cash flow technique. The net asset value technique, an income approach, is used to derive a value of an underlying investment by dividing a relevant earnings stream by an appropriate capitalization rate. The liquidation technique is intended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow technique converts future cash flows or earnings to a range of fair values from which a single estimate may be derived utilizing an appropriate discount rate. The fair value measurement is based on the net present value indicated by current market expectations about those future amounts.


Generally, our investments in loans are classified as Level 3 fair value measured securities under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”).


The types of factors that are taken into account in fair value determination include, as relevant, market changes in expected returns for similar investments, performance improvement or deterioration, security covenants, call protection provisions, and information rights, the nature and realizable value of any collateral, the issuer’s ability to make payments and its earnings and cash flows, the principal markets in which the issuer does business, comparisons to traded securities, and other relevant factors.


Our investments in CLOs are classified as Level 3 fair value measured securities under ASC 820 and are valued using a discounted multi-path cash flow model. The CLO structures are analyzed to identify the risk exposures and to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations, which is a simulation used to model the probability of different outcomes, to generate probability-weighted (i.e., multi-path) cash flows from the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market as well as certain benchmark credit indices are considered, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





reasonableness of the implied discount rate that would be effective for the value derived from the multi-path cash flows. We are not responsible for and have no influence over the asset management of the portfolios underlying the CLO investments we hold, as those portfolios are managed by non-affiliated third-party CLO collateral managers. The main risk factors are default risk, prepayment risk, interest rate risk, downgrade risk, and credit spread risk.


Valuation of Other Financial Assets and Financial Liabilities. ASC 825, Financial Instruments, specifically ASC 825-10-25, permits an entity to choose, at specified election dates, to measure eligible items at fair value (the "Fair Value Option"). We have not elected the Fair Value Option to report selected financial assets and financial liabilities.


Investment Risks


Our investments are subject to a variety of risks. Those risks include the following:


Market Risk


Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument.


Credit Risk


Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us.


Liquidity Risk


Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high volatility and financial stress at a reasonable price.


Interest Rate Risk


Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing financial instrument.


Prepayment Risk


Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making us less likely to fully earn all of the expected income of that security and reinvesting in a lower yielding instrument.


Structured Credit Related Risk


CLO investments may be riskier and less transparent to us than direct investments in underlying companies. CLOs typically will have no significant assets other than their underlying senior secured loans. Therefore, payments on CLO investments are and will be payable solely from the cash flows from such senior secured loans.


Investment Classification . We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of control. As defined in the 1940 Act, “Control Investments” are those where there is the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to acquire within 60 days or less, a beneficial ownership of more than 25% of the voting securities of an investee company. Under the 1940 Act, “Affiliate Investments” are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments.


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, 2019 , our qualifying assets as a percentage of total assets, stood at 83.27% .


Investment Transactions. Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. In accordance with ASC 325-40, Beneficial Interest in Securitized Financial Assets , investments in CLOs are periodically assessed for other-than-temporary impairment (“OTTI”). When the Company determines that a CLO has OTTI, the amortized cost basis of the CLO is written down to its fair value as of the date of the determination based on events and information evaluated at that time and that write-down is recognized as a realized loss. Amounts for investments traded but





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





not yet settled are reported in Payable for investments purchased and Receivable for investments sold in the Consolidated Statements of Assets and Liabilities .


Revenue Recognition. The Company records interest income on an accrual basis to the extent it expects to collect such amounts. The Company records dividend income on the ex-dividend date. The Company does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. Loan origination fees, original issue discount and market discount are capitalized and the Company accretes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. Upfront structuring fees are recorded as fee income when earned. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.


Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Accretion of such purchase discounts or amortization of such premiums is calculated using the effective interest method as of the settlement date and adjusted only for material amendments or prepayments. Upon the prepayment of a bond, any unamortized discount or premium is recorded as interest income.


Interest income from investments in the “equity” positions of CLOs (typically income notes or subordinated notes) is recorded based on an estimation of an effective yield to expected maturity utilizing assumed future cash flows in accordance with ASC 325-40, Beneficial Interest in the Securitized Financial Assets . The Company monitors the expected cash inflows from CLO equity investments, including the expected residual payments, and the estimated effective yield is determined and updated periodically. In accordance with ASC 325-40, Beneficial Interest in Securitized Financial Assets , investments in CLOs are periodically assessed for other-than-temporary impairment (“OTTI”). When the Company determines that a CLO has OTTI, the amortized cost basis of the CLO is written down to its fair value as of the date of the determination based on events and information evaluated and that write-down is recognized as a realized loss


Paid-In-Kind Interest. The Company has certain investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision, which represents contractual interest or dividends that are added to the principal balance and recorded as income. For the three months ended September 30, 2019 and 2018, PIK interest included in interest income totaled $29 and $0, respectively. The Company stops accruing PIK interest when it is determined that PIK interest is no longer collectible. To maintain RIC tax treatment, and to avoid corporate tax, substantially all of this income must be paid out to the stockholders in the form of distributions, even though the Company has not yet collected the cash.


Net Realized and Net Change in Unrealized Gains or Losses. Gains or losses on the sale of investments are calculated by using the specific identification method. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are realized.


Due to and from Adviser. Amounts due from the Adviser are for amounts waived under the ELA (as such term is defined in Note 4) and amounts due to the Adviser are for base management fees, incentive fees, operating expenses paid on our behalf and offering and organization expenses paid on our behalf. The due to and due from Adviser balances are presented gross on the Consolidated Statements of Assets and Liabilities. All balances due from the Adviser are settled quarterly.


Offering Costs and Expenses. The Company will incur certain costs and expenses in connection with registering to sell shares of its common stock. These costs and expenses principally relate to certain costs and expenses for advertising and sales, printing and marketing costs, professional and filing fees. Offering costs incurred by the Company are capitalized to deferred offering costs on the Consolidated Statements of Assets and Liabilities and amortized to expense over the 12 month period following such capitalization on a straight line basis. Prior to the Merger, there were offering and organizational costs due to the PWAY's investment adviser (as such term is defined in Note 4).


Federal and State Income Taxes. 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 intends to continue to comply with the requirements of the Code applicable to RICs. As a RIC, the Company is required to distribute at least 90% of its investment company taxable income and intends to distribute (or retain through a deemed distribution) all of its investment company taxable income and net capital gain to stockholders; therefore, the Company has made no provision for income taxes. The character of income and gains that the Company will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.


If the Company does not distribute (or is not deemed to have distributed) at least 98% of its annual ordinary income and 98.2% of its net capital gains in the calendar year earned, it will generally be required to pay an excise tax equal to 4% of the amount by





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





which 98% of its annual ordinary income and 98.2% of its capital gains exceeds the distributions from such taxable income for the year. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, it accrues excise taxes, if any, on estimated excess taxable income. As of September 30, 2019 , the Company does not expect to have any excise tax due for the 2019 calendar year. Thus, the Company has not accrued any excise tax for this period.


If the Company fails to satisfy the annual distribution requirement or otherwise fails to qualify as a RIC in any taxable year, it would be subject to tax on all of its taxable income at regular corporate income tax rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. Distributions would generally be taxable to the Company’s individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of its current and accumulated earnings and profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Code, corporate distributions would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, the Company would be required to distribute to our shareholders our accumulated earnings and profits attributable to non-RIC years. In addition, if the Company failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, it would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.


The Company follows ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. As of September 30, 2019 , the Company did not record any unrecognized tax benefits or liabilities. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, its major tax jurisdiction is federal. The Company’s federal tax returns for the tax years ended December 31, 2015 and thereafter remain subject to examination by the Internal Revenue Service.


Dividends and Distributions. Dividends and distributions to common stockholders are recorded on the record date. The amount, if any, to be paid as a monthly dividend or distribution is approved by our Board of Directors quarterly and is generally based upon our management's estimate of our future taxable earnings. Net realized capital gains, if any, are distributed at least annually.


Financing Costs. We record origination expenses related to our Revolving Credit Facility as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation of our Revolving Credit Facility. (See Note 11 for further discussion).


Per Share Information. Net increase or decrease in net assets resulting from operations per share is calculated using the weighted average number of common shares outstanding for the period presented. In accordance with ASC 946, convertible securities are not considered in the calculation of net asset value per share. As of September 30, 2019 , there were no issued convertible securities.


Recent Accounting Pronouncements


In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses  (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the financial instruments impairment guidance so that an entity is required to measure expected credit losses for financial assets based on historical experience, current conditions and reasonable and supportable forecasts. As such, an entity will use forward-looking information to estimate credit losses. ASU 2016-13 also amends the guidance in FASB ASC Subtopic No. 325-40, Investments-Other, Beneficial Interests in Securitized Financial Assets, related to the subsequent measurement of accretable yield recognized as interest income over the life of a beneficial interest in securitized financial assets under the effective yield method. ASU 2016-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact, if any, of adopting this ASU on our consolidated financial statements.





In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The standard will modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU No. 2018-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted upon issuance of this ASU. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.














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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





SEC Disclosure Update and Simplification


In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification , amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance. We have presented the financial statements for the three months ended  September 30, 2019 in accordance with these amendments, and have retrospectively applied the amendments to the presentation of prior financial statement periods.


Prior to adoption and in accordance with previous SEC rules, we presented distributable earnings (loss) on the Consolidated Statements of Assets and Liabilities , as three components: 1) accumulated overdistributed net investment income; 2) accumulated net unrealized gain (loss) on investments; and 3) accumulated net realized gain (loss) on investments. We also presented distributions from earnings on the Consolidated Statements of Changes in Net Assets as distributions from net investment income. In accordance with the SEC Release, distributable earnings and distributions from distributable earnings are shown in total on the Consolidated Statements of Assets and Liabilities and Consolidated Statements of Changes in Net Assets , respectively. The changes in presentation have been retrospectively applied to the prior period statements presented.





The following table provides the reconciliation of the components of distributable earnings (loss) to conform to the current period presentation for the three months ended September 30, 2018:


Overdistributed net investment incomeRealized gains (losses)Net unrealized lossDistributable earnings (loss)Balance as of June 30, 2018$(187,902)$37,548$(356,386)$(506,740)Net Increase in Net Assets Resulting from Operations:Net investment income(279,116)——(279,116)Net realized losses—(5,354)—(5,354)Net change in net unrealized losses——(137,230)(137,230)Distributions to Shareholders:Distributions from net investment income————Balance as of September 30, 2018$(467,018)$32,194$(493,616)$(928,440)





Tax Cuts and Jobs Act


On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act (the “Tax Act”), which significantly changed the Code, including a reduction in the corporate income tax rate, a new limitation on the deductibility of interest expense, and significant changes to the taxation of income earned from foreign sources and foreign subsidiaries. The Tax Act also authorizes the IRS to issue regulations with respect to the new provisions. We cannot predict how the changes in the Tax Act, or regulations or other guidance issued under it, might affect us, our business or the business of our portfolio companies. However, our portfolio companies may or may not make certain elections under the Tax Act that could materially increase their taxable earnings and profits. Any such increase in the taxable earnings and profits of a portfolio company may result in the characterization of certain distributions sourced from sale proceeds as dividend income, which may increase our distributable taxable income.








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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





NOTE 3 - SHARE TRANSACTIONS


Below is a summary of transactions with respect to shares of common stock during the three months ended  September 30, 2019 :


FLEX Class A Common SharesThree Months Ended September 30, 2019SharesAmountShares issued2,197$25,000Shares issued from reinvestment of distributions19,932213,293Repurchase of common shares——Net increase (decrease) from capital transactions22,129$238,293


Below is a summary of transactions with respect to shares of common stock of PWAY during the three months ended  September 30, 2018 :


Class A SharesClass I SharesTotalThree Months Ended September 30, 2018SharesAmountSharesAmountSharesAmountShares issued—$——$——$—Shares issued from reinvestment of distributions4,64858,480516424,69959,122Repurchase of common shares(31,374)(397,499)(342)(4,350)(31,716)(401,849)Net increase/(decrease) from capital transactions(26,726)$(339,019)(291)$(3,708)(27,017)$(342,727)


Status of Continuous Public Offering


The proceeds from the issuance of common stock as presented on the accompanying statements of changes in net assets and statements of cash flows are presented net of selling commissions and dealer manager fees as noted in the tables above for the three months ended  September 30, 2019 , and 2018.


The net increase (decrease) from capital transactions during the three months ended  September 30, 2019 , and 2018 also includes reinvested stockholder distributions as noted in the tables above.


Merger Shares


Upon consummation of the Merger, each outstanding Class A and Class I share of PWAY common stock was canceled and retired in exchange for 1.2848 and 1.2884 shares, respectively, of TPIC Class A common stock. This resulted in 775,193 shares of TPIC common stock being issued to former PWAY investors and all outstanding PWAY shares were retired. For financial reporting purposes, the conversion of PWAY shares to TPIC shares was accounted for as a recapitalization of PWAY (see Note 9).





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





Share Repurchase Program


The Company intends to continue to conduct quarterly tender offers pursuant to its share repurchase program. The Company’s board of directors will consider the following factors, among others, in making its determination regarding whether to cause the Company to offer to repurchase shares of common stock and under what terms:





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|• | the effect of such repurchases on the Company’s qualification as a RIC (including the consequences of any necessary asset sales);

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|• | the liquidity of the Company’s assets (including fees and costs associated with disposing of assets);

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|• | the Company’s investment plans and working capital requirements;

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|• | the relative economies of scale with respect to the Company’s size;

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|• | the Company’s history in repurchasing shares of common stock or portions thereof; and

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|• | the condition of the securities markets.

The Company currently intends to limit the number of shares of common stock to be repurchased during any calendar year to the number of shares of common stock it can repurchase with the proceeds it receives from the issuance of shares of common stock under its distribution reinvestment plan. At the discretion of the Company’s board of directors, the Company may also use cash on hand, cash available from borrowings and cash from the liquidation of securities investments as of the end of the applicable period to repurchase shares of common stock. In addition, the Company will limit the number of shares of common stock to be repurchased in any calendar year to 10% of the weighted average number of shares of common stock outstanding in the prior calendar year, or 2.5% in each calendar quarter, though the actual number of shares of common stock that the Company offers to repurchase may be less in light of the limitations noted above.


Our board of directors reserves the right, in its sole discretion, to limit the number of shares to be repurchased for each class by applying the limitations on the number of shares to be repurchased, noted above, on a per class basis. We further anticipate that we will offer to repurchase such shares on each date of repurchase at a price equal to 90% of the current offering price on each date of repurchase. If the amount of repurchase requests exceeds the number of shares we seek to repurchase, we will repurchase shares on a pro-rata basis. As a result, we may repurchase less than the full amount of shares that stockholders submit for repurchase. If we do not repurchase the full amount of the shares that stockholders have requested to be repurchased, or we determine not to make repurchases of our shares, stockholders may not be able to dispose of their shares. Any periodic repurchase offers will be subject in part to our available cash and compliance with the 1940 Act.


Special Repurchase Offer


At the 2019 Annual Meeting of TPIC"s Stockholders (the "2019 Annual Meeting"), TPIC’s stockholders approved a proposal allowing us to modify our asset coverage ratio requirement from 200% to 150%. Because our securities are not listed on a national securities exchange, pursuant to the requirements of the SBCA we are required to conduct four Special Repurchase Offers that, taken together, allow all of the Eligible Stockholders (former stockholders of TPIC as of March 15, 2019, the date of the 2019 Annual Meeting) to have those shares that such Eligible Stockholders held as of that date to be repurchased by us. PWAY stockholders who became our stockholders in connection with the Merger are not eligible to participate in these Special Repurchase Offers. In addition, shares of our common stock acquired after the date of the 2019 Annual Meeting are not eligible for repurchase in these Special Repurchase Offers. These Special Repurchase Offer are separate and apart from our share repurchase program discussed above.





The Special Repurchase Offer consists of four quarterly tender offers, the first of which occurred in the second fiscal quarter of 2019 and the second of which began in the third fiscal quarter of 2019, with the remainder occurring in each of the following two fiscal quarters.  Each of the four tender offers that is part of the Special Repurchase Offer allows the Eligible Stockholders to tender for repurchase up to 25% of their shares held as of the date of the 2019 Annual Meeting.  The repurchase price for any shares tendered during the Special Repurchase Offer is equal to the net asset value per share of our common stock as of the date of each such repurchase.





In connection with each tender offer that is part of the Special Repurchase Offer, we plan to provide notice to all Eligible Stockholders describing the terms of the Special Repurchase Offer and other information such Eligible Stockholders should consider in deciding whether to tender their shares to us in the Special Repurchase Offer. These documents are made available on our website at www.flexbdc.com . Each Eligible Stockholder has not less than 20 business days from the date of that notice to elect to tender their shares back to us.





The payment for the eligible shares that are tendered in each Special Repurchase Offer is expected to be paid promptly at the end of the applicable Special Repurchase Offer in accordance with the 1940 Act. At the discretion of our board of directors, we may use cash on hand, cash available from borrowings, cash available from the issuance of new shares of our common stock and cash





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





from the sale of our investments to fund the aggregate purchase price payable as a result of any Special Repurchase Offer. If substantial numbers of the Eligible Stockholders take advantage of this opportunity, it could significantly decrease our asset size, require us to sell our investments earlier than our Adviser would have otherwise desired, which may result in selling investments at inopportune times or significantly depressed prices and/or at losses, or cause us to incur additional leverage solely to meet repurchase requests.





Below is a summary of transactions with respect to shares of common stock during each tender offer:


Quarterly Offer DateRepurchase DateSharesRepurchasedPercentage of SharesTendered That WereRepurchasedRepurchase Price Per ShareAggregateConsideration forRepurchased SharesThree months ended September 30, 2019September 30, 2019(1)(2)October 8, 201934,489100%9.46$326,262Year ended June 30, 2019June 30, 2018(3)August 7, 201831,715100%Class A:$12.67Class I: $12.70$401,849September 30, 2018(3)November 13, 201819,180100%Class A:$11.35217,695December 31, 2018(3)February 15, 201917,749100%Class A:$10.80191,672June 30, 2019(1)June 27, 201949,916100%Class A:$9.93495,169Total for year ended June 30, 2019118,560$1,306,385


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|(1) | Subsequent to the Merger on March 31, 2019, FLEX Class A common shares were tendered in a Special Repurchase Offer.

(2)  The repurchase for the three months ended September 30, 2019, was effective and paid after September 30, 2019 and therefore is not included in capital transactions for the three months ended September 30, 2019.


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|(3) | As part of the Merger each outstanding Class A and Class I share of PWAY common stock was canceled and retired in exchange for 1.2848 and 1.2884 shares, respectively, of TPIC Class A common stock as consideration for the Merger. From and after the Merger date of March 31, 2019 (Effective Time), shares of PWAY common stock are no longer outstanding and cease to exist.







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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





NOTE 4 - RELATED PARTY TRANSACTIONS AND ARRANGEMENTS


Administration Agreement


On September 2, 2014, PWAY entered into an administration agreement (the “Administration Agreement”) with Prospect Administration LLC (the “Administrator”), an affiliate of the Adviser. Pursuant to the agreement and plan of merger as amended and restated, between TPIC and PWAY, Prospect Administration LLC became the administrator for the Company. The Administrator performs, oversees and arranges for the performance of administrative services necessary for the operation of the Company. These services include, but are not limited to, accounting, finance and legal services. For providing these services, facilities and personnel, the Company reimburses the Administrator for the Company’s actual and allocable portion of expenses and overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and the Company’s allocable portion of the costs of its Chief Financial Officer and Chief Compliance Officer and her staff. For the three months ended September 30, 2019 and 2018, administrative costs incurred by the Company to the Administrator were $ 163,793 and $ 68,750 , respectively.  As of September 30, 2019 and June 30, 2019 , $ 345,375 and $ 341,235 was payable to the Administrator.


Investment Advisory Agreement


The Company has entered into an Investment Advisory Agreement with our Adviser (the “Investment Advisory Agreement”). We will pay our Adviser a fee for its services under the Investment Advisory Agreement consisting of two components-a base management fee and an incentive fee. The cost of both the base management fee payable to the Adviser and any incentive fees it earns will ultimately be borne by our stockholders.


Base Management Fee . The base management fee is calculated at an annual rate of 1.75% (0.4375% quarterly) of our average total assets, which includes any borrowings for investment purposes. Prior to the Merger, PWAY paid 2% annually. For the first quarter of our operations commencing with the date of the Investment Advisory Agreement, the base management fee was calculated based on the average value of our total assets as of the date of the Investment Advisory Agreement and at the end of the calendar quarter in which the date of the Investment Advisory Agreement fell, and was appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Subsequently, the base management fee is payable quarterly in arrears, and will is calculated based on the average value of our total assets at the end of the two most recently completed calendar quarters, and is appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial month or quarter is appropriately pro-rated. At the Adviser’s option, the base management fee for any period may be deferred, without interest thereon, and paid to the Adviser at any time subsequent to any such deferral as the Adviser determines. For the three months ended  September 30, 2018 , PWAY paid routine non-compensation overhead expenses of the Adviser in an amount up to 0.0625% per quarter (0.25% annualized) of PWAY's average total assets which totaled $7,210 which is presented as adviser shared service expense in the Consolidated Statement of Operations . Adviser shares service expense is no longer in effect post Merger.


The total base management fee incurred by the Adviser was $ 157,409 during the three months ended  September 30, 2019 , which was waived by the Adviser. The total base management fee incurred to the favor of PWAY’s investment adviser was $ 57,679 during the three months ended September 30, 2018. After the waiver, there were $0 in base management fees due to the Adviser as of September 30, 2019 and June 30, 2019 .


Incentive Fee- Subordinated Incentive Fee on Income. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding calendar quarter. For this purpose “pre-incentive fee net investment income” means interest income, dividend income and distribution cash flows from equity investments and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive) accrued during the calendar quarter, deducted by the operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the organization and offering expenses and incentive fees on income). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a preferred return, or “hurdle,” of 1.5% per quarter (6.0% annualized) and a “catch-up” feature measured as of the end of each calendar quarter as discussed below. The subordinated incentive fee on income for each calendar quarter is paid to our Adviser as follows: (1) no incentive fee is payable to our Adviser in any calendar quarter in which our pre-incentive fee net investment income does not exceed the fixed preferred return rate of 1.5%; (2) 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the fixed preferred return but is less than or equal to 1.875% in any calendar quarter (7.5% annualized); and (3) 20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 1.875% in any calendar quarter (7.5% annualized). This reflects that once the fixed





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 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





preferred return is reached and the catch-up is achieved, 20.0% of all pre-incentive fee net investment income thereafter is allocated to our Adviser. These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.


Incentive Fee- Capital Gains Incentive Fee . The second part of the incentive fee, which is referred to as the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20.00% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year. In determining the capital gains incentive fee payable to our Adviser, we calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each investment that has been in our portfolio. For the purpose of this calculation, an “investment” is defined as the total of all rights and claims which may be asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equal the sum of the differences between the aggregate net sales price of each investment and the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate realized capital losses equal the sum of the amounts by which the aggregate net sales price of each investment is less than the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equals the sum of the differences, if negative, between the aggregate valuation of each investment and the aggregate amortized cost basis of such investment as of the applicable calendar year-end. At the end of the applicable calendar year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee involves netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis and then reducing this amount by the aggregate unrealized capital depreciation. If this number is positive, then the capital gains incentive fee payable is equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception. As of September 30, 2019 , no incentive fee for capital gains was accrued due net unrealized depreciation. Operating expenses are not taken into account when determining capital gains incentive fees.


There were no incentive fees accrued for the three months ended  September 30, 2019 and the year ended June 30, 2019 .


Co-Investments


On February 10, 2014, the parent company of the Adviser received an exemptive order from the SEC (the “Order”) granting the ability to negotiate terms other than price and quantity of co-investment transactions with other funds managed by the Adviser or certain affiliates, including Prospect Capital Corporation (“PSEC”) and Priority Income Fund, Inc. (“PRIS”), subject to the conditions included therein. Under the terms of the relief permitting the Company to co-invest with other funds managed by the Adviser or its affiliates, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching of the Company or its stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objective and strategies. In certain situations where co-investment with one or more funds managed by the Adviser or its affiliates is not covered by the Order, such as when there is an opportunity to invest in different securities of the same issuer, the personnel of the Adviser or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. Moreover, except in certain circumstances, when relying on the Order, the Company will be unable to invest in any issuer in which one or more funds managed by the Adviser or its affiliates has previously invested.


Allocation of Expenses


The cost of valuation services for CLOs is initially borne by PRIS, which then allocates to the Company its proportional share of such expense. During the three months ended September 30, 2019 and 2018, PRIS incurred $20,793 and $16,251, respectively, in expenses related to valuation services that are attributable to the Company. The Company reimburses PRIS for these expenses and includes them as part of valuation services on the Statement of Operations . As of September 30, 2019 and June 30, 2019 , $39,119 and $32,314, respectively, of expense is due to PRIS, which is presented as part of due to affiliates on the Statement of Assets and Liabilities .


The cost of filing software is initially borne by PSEC, which then allocates to the Company its proportional share of such expense. During the three months ended September 30, 2019 and 2018, PSEC incurred $2,351 and $3,119, respectively in expenses related to the filing services that are attributable to the Company. The Company reimburses PSEC for these expenses and includes them as part of general and administrative expenses on the Statement of Operations . As of September 30, 2019 and June 30, 2019 , $2,351 and $2,348 of expense was due to PSEC, respectively, which is presented as part of due to affiliates on the Statement of Assets and Liabilities .





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





The cost of portfolio management software is initially borne by the Company, which then allocates to PSEC its proportional share of such expense. During the three months ended September 30, 2019 and 2018, the Company incurred $0 and $5,992, respectively, in expenses related to the portfolio management software that is attributable to PSEC. PSEC reimburses the Company for these expenses and included them as part of general and administrative expenses on the Statement of Operations . As of September 30, 2019 and June 30, 2019 , $0 of expense is due from PSEC, which is presented as due from affiliate on the Statement of Assets and Liabilities .


Officers and Directors


Certain officers and directors of the Company are also officers and directors of the Adviser and its affiliates. There were no fees paid to the independent directors of the Company as the Company did not exceed the minimum net asset value required (i.e., greater than $100 million) to receive a fee for the three months ended  September 30, 2019 . The officers do not receive any direct compensation from the Company.


Expense Limitation and Expense Reimbursement Agreements


Expense Reimbursement Agreement with TPIC and the Former Adviser


Prior to the Merger, Triton Pacific Adviser, LLC served as our investment adviser (the “Former Adviser”). On March 27, 2014, TPIC and the Former Adviser entered into an Expense Reimbursement Agreement. The Expense Reimbursement Agreement was amended and restated effective April 5, 2018. Under the Expense Reimbursement Agreement, as amended, the Former Adviser, in consultation with TPIC, could pay up to 100% of both of TPIC’s organizational and offering expenses and TPIC’s operating expenses, all as determined by TPIC and the Former Adviser. The Expense Reimbursement Agreement stated that until the net proceeds to TPIC from its offering were at least $25 million, the Former Adviser could pay up to 100% of both of TPIC’s organizational and offering expenses and TPIC’s operating expenses. After TPIC received at least $25 million in net proceeds from its offering, the Former Adviser could, with TPIC’s consent, continue to make expense support payments to TPIC in such amounts as was acceptable to TPIC and the Former Adviser. The Expense Reimbursement Agreement terminated on December 31, 2018. The Former Adviser had agreed to reimburse a total of $5,292,192 as of December 31, 2018. However, as part of the Merger, the Former Adviser agreed to waive any amounts owed to it under the Expense Reimbursement Agreement.


PWAY’s Expense Support and Expense Limitation Agreement


PWAY entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with Pathway Capital Opportunity Fund Management, LLC (the “PWAY Adviser”), whereby the PWAY Adviser agreed to reimburse PWAY for operating expenses in an amount equal to the difference between distributions to its stockholders for which a record date occurred in each quarter less the sum of PWAY's net investment income, the net realized capital gains/losses and dividends and other distributions paid to us from its portfolio investments during such period (“Expense Support Reimbursement”). To the extent that there were no dividends or other distributions to PWAY's stockholders for which a record date had occurred in any given quarter, then the Expense Payment for such quarter was equal to such amount necessary in order for available operating funds for the quarter to equal zero.  PWAY had a conditional obligation to reimburse the PWAY Adviser for any amounts funded by the PWAY Adviser under the Expense Support Agreement. Following any calendar quarter in which Available Operating Funds in such calendar quarter exceeded the cumulative distributions to stockholders for which a record date occurred in such calendar quarter (“Excess Operating Funds”) on a date mutually agreed upon by the PWAY Adviser and PWAY (each such date, a “Reimbursement Date”), PWAY paid such Excess Operating Funds, or a portion thereof, to the extent that PWAY had cash available for such payment, to the PWAY Adviser until such time as all Expense Payments made by the PWAY Adviser to PWAY had been reimbursed; provided that (i) the operating expense ratio as of such Reimbursement Date was equal to or less than the operating expense ratio as of the Expense Payment Date attributable to such specified Expense Payment; (ii) the annualized distribution rate, which included all regular cash distributions paid and excluded special distributions or the effect of any stock dividends paid, as of such Reimbursement Date was equal to or greater than the annualized distribution rate as of the Expense Payment Date attributable to such specified Expense Payment; and (iii) such specified Expense Payment Date was not earlier than three years prior to the Reimbursement Date. The Expense Support Agreement including any amendments, terminated on October 31, 2017.


The PWAY Adviser and PWAY entered into an Expense Limitation Agreement on October 31, 2017 under which the PWAY Adviser agreed contractually to waive its fees and to pay or absorb the operating expenses of PWAY, including offering expenses, any shareholder servicing fees, and other expenses described in the Investment Advisory Agreement of PWAY, but not including any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses and dividend expenses related to short sales), interest expenses and other financing costs, distribution fees, extraordinary expenses and acquired fund fees and expenses, to the extent that they exceeded the expense limitation per class on a per annum basis of PWAY’s average weekly net assets, through October 31, 2018 (the “Expense Limitation”). In consideration of the PWAY Adviser’s agreement to limit PWAY’s expenses, PWAY agreed to repay the PWAY Adviser in the amount of any fees waived and PWAY expenses paid or absorbed, subject to the limitations that: (1) the reimbursement was made only for fees and expenses incurred not more than three years following the end of the fiscal quarter in which they were incurred; and (2) the





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 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





reimbursement was not made if it would cause the Expense Limitation, or any lower limit had been put in place, to be exceeded.  PWAY received Expense Limitation payments from the PWAY adviser of $126,851 for the three months ended September 30, 2018. On October 31, 2018, the Expense Limitation Agreement expired.


On May 11, 2018, the PWAY Adviser agreed to permanently waive its right to any reimbursement (the “Waiver”) to which it was be entitled pursuant to the Expense Support Agreement, and any amendments, or the Expense Limitation Agreement, between PWAY and the PWAY Adviser, in the event PWAY (i) consummates a transaction (a “Transaction”) in which PWAY (x) merges with and into another company, or (y) sells all or substantially all of its assets to one or more third parties, or (ii) liquidates its assets and dissolves in accordance with PWAY’s charter and bylaws (a “Dissolution” and together with a Transaction, an “Exit Event”). The Waiver was effective on August 10, 2018 which is when PWAY’s board of directors approved an Exit Event via a merger with TPIC. As such, PWAY is no longer obligated to reimburse the PWAY Adviser per the Waiver.


Expense Limitation Agreement with the Adviser


Concurrently with the closing of the Merger, we entered into an Expense Limitation Agreement with our Adviser (the “ELA”). Pursuant to the ELA, our Adviser, in its sole discretion, may waive a portion or all of the investment advisory fees that it is entitled to receive pursuant to the Investment Advisory Agreement in order to limit our Operating Expenses (as defined below) to an annual rate, expressed as a percentage of our average quarterly net assets, equal to 8.00% (the “Annual Limit”). For purposes of the ELA, the term “Operating Expenses” with respect to the Company, is defined to include all expenses necessary or appropriate for the operation of the Company, including but not limited to our Adviser’s base management fee, any and all costs and expenses that qualify as line item “organization and offering” expenses in the financial statements of the Company as the same are filed with the SEC and other expenses described in the Investment Advisory Agreement, but does not include any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses and dividend expenses related to short sales), interest expenses and other financing costs, extraordinary expenses and acquired fund fees and expenses. Upfront shareholder transaction expenses (such as sales commissions, dealer manager fees, and similar expenses) are not Operating Expenses. As part of the ELA, our Adviser waived its investment advisory fees of $ 157,409 for the three months ended  September 30, 2019 .


Any amount waived pursuant to the ELA is subject to repayment to our Adviser (an “ELA Reimbursement”) by us within the three years following the end of the quarter in which the waiver was made by our Adviser. If the ELA is terminated or expires pursuant to its terms, our Adviser maintains its right to repayment for any waiver it has made under the ELA, subject to the Repayment Limitations (discussed below).


An ELA Reimbursement can be made solely in the event that we have sufficient excess cash on hand at the time of any proposed ELA Reimbursement and shall be limited to the lesser of (i) the excess of the Annual Limit applicable to such quarter over the Company’s actual Operating Expenses for such quarter and (ii) the amount of ELA Reimbursement which, when added to the Company’s expenses for such quarter, permits the Company to pay the then-current aggregate quarterly distribution to its shareholders, at a minimum annualized rate of at least 6.00% (based on the gross offering prices of Company shares) (the “Distribution”) from the sum of (x) the Company’s net investment income (loss) for such quarter plus (y) the Company’s net realized gains (losses) for such quarter (collectively, the “Repayment Limitations”). For the purposes of the calculations pursuant to (i) and (ii) of the preceding sentence, any ELA Reimbursement will be treated as an expense of the Company for such quarter, without regard to the GAAP treatment of such expense. In the event that the Company is unable to make a full payment of any ELA Reimbursements due for any applicable quarter because the Company does not have sufficient excess cash on hand, any such unpaid amount shall become a payable of the Company for accounting purposes and shall be paid when the Company has sufficient cash on hand (subject to the Repayment Limitations); provided, that in the case of any ELA Reimbursements, such payment shall be made no later than the date that is three years following the end of the quarter in which the applicable waiver was made by our Adviser.


The following table provides information regarding liabilities incurred by the Adviser pursuant to the ELA:


Period EndedExpenseLimitationPayments Duefrom AdviserExpense Limitations Payments Reimbursed to AdviserUnreimbursed Expense Limitation PaymentsOperating Expense RatioAnnualized Distribution RateEligible to be Repaid ThroughJune 30, 2019$128,852$—$128,8525.54%6.00%June 30, 2022September 30, 2019$157,409$—$157,4092.84%6.00%September 30, 2022Total$286,261$286,261











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 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





Dealer Manager Agreement


TPIC over reimbursed their dealer Manager Triton Pacific Securities ("TPS") for related offering costs and general and administrative expenses prior to the Merger.  This resulted in a receivable in an amount of $2,137 which is presented as due from affiliates on the Consolidated  Statements of Assets and Liabilities . As of September 30, 2019 , the Company owes TPS $20,022 related to offering costs and general and administrative expenses which is included in Due to Affiliate on the Consolidated  Statements of Assets and Liabilities .





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 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





NOTE 5 - DISTRIBUTIONS


As of September 30, 2019 and June 30, 2019 , dividend payable is $ 125,345 and $ 126,128 , respectively, which is presented as due from affiliate on the Statement of Assets and Liabilities .


The following table reflects the cash distributions per share that the Company declared and paid on its common stock during the three months ended  September 30, 2019 and 2018:


DistributionsFor the Three Months EndedFLEX Class A Common Shares, per shareFLEX Class A Common Shares, Amount DistributedFiscal Year 2020July 5, 12, 19 and 26, 2019$0.0524$124,512August 2, 9, 16, 23 and 30, 2019$0.0655$156,184September 6, 13, 20 and 27, 2019$0.0524$125,345DistributionsFor the Three Months EndedPWAY Class A Common Shares, per share(1)PWAY Class A Common Shares, Amount DistributedFiscal Year 2019July 5, 12, 19 and 26, 2018$0.06392$40,009August 2, 9, 16, 23 and 30, 2018$0.06405$38,180September 6, 13, 20 and 27, 2018$0.06076$36,312DistributionsFor the Three Months EndedPWAY Class I Common Shares, per share(1)PWAY Class I Common Shares, Amount DistributedFiscal Year 2019July 5, 12, 19 and 26, 2018$0.06404$2,115August 2, 9, 16, 23 and 30, 2018$0.06415$2,098September 6, 13, 20 and 27, 2018$0.06092$1,994(1) As part of the Merger each outstanding Class A and Class I share of PWAY common stock was canceled and retired. From and after the Merger date of March 31, 2019 (Effective Time), shares of PWAY common stock are no longer outstanding and cease to exist.


The following FLEX distributions were previously declared and have record dates subsequent to September 30, 2019 : Record DatePayment dateFLEX Class A Common Shares, per shareOctober 4, 11, 18 and 25, 2019October 31, 2019$0.05240November 1, 8, 15, 22 and 29, 2019December 4, 2019$0.06550


The Company has adopted an “opt in” distribution reinvestment plan for its stockholders. As a result, if the Company makes a cash distribution, its stockholders will receive distributions in cash unless they specifically “opt in” to the distribution reinvestment plan so as to have their cash distributions reinvested in additional shares of the Company’s common stock. However, certain state authorities or regulators may impose restrictions from time to time that may prevent or limit a stockholder’s ability to participate in the distribution reinvestment plan.


The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to the Company on account of preferred and common equity





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 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





investments in portfolio companies and expense reimbursements from the Adviser. The Company has not established limits on the amount of funds it may use from available sources to make distributions.


During the three months ended  September 30, 2019 , the Company's officers and directors did not purchase any shares of our stock.





NOTE 6 - INCOME TAXES


On March 31, 2019 PWAY’s outstanding shares were cancelled and retired in exchange for TPIC common stock. The merger should qualify as a “tax-free reorganization” within the meaning of Section 368(a) of the Code, and the merger agreement constituted a “plan of reorganization” for such purposes. As such, this transaction is intended to qualify as a nontaxable merger under Section 368 of the Code. Due to this transaction, PWAY dissolved for income tax purposes as of March 31, 2019. As such, PWAY will file a final tax return for the nine-month period ended March 31, 2019. The Company will continue to file its income tax returns using a calendar year end. The Company will reflect all items of income, deduction, gain, and loss generated from the assets obtained from the merger transaction beginning on April 1, 2019. Former PWAY shareholders will receive a final Form 1099-DIV for the 2019 year reflecting the character of PWAY’s distributions made between January 1, 2019 and March 31, 2019. The Company’s shareholders will receive a Form 1099-DIV for the 2019 calendar year reflecting TPIC’s distributions made between January 1, 2019 and March 31, 2019 and FLEX’s distributions made between April 1, 2019 and December 31, 2019.





The likely and expected tax character of distributions declared and paid to the Company's shareholders during the nine months ended September 30, 2019 was as follows:


Unaudited TPICJanuary 1, 2019 - March 31, 2019Unaudited FLEXApril 1, 2019 - September 30, 2019Unaudited Nine Months Ended September 30, 2019Ordinary income$48,359$—$48,359Return of capital113,975817,008930,983Total$162,334$817,008$979,342





Following the merger, the Company's cost basis of investments as of September 30, 2019 for tax purposes was $33,101,862, resulting in an estimated net unrealized loss of $967,825. Following the merger, the gross unrealized gains and losses as of September 30, 2019 were $438,080 and $1,405,905, respectively.





Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The following estimates the net decrease in net assets resulting from operations to taxable income for the nine months ended September 30, 2019, which will be included as part of our tax return for the tax year ended December 31, 2019.





Unaudited TPICJanuary 1, 2019 - March 31, 2019Unaudited FLEXApril 1, 2019 - September 30, 2019Unaudited Nine Months Ended September 30, 2019Net increase in net assets resulting from operations$(775,946)$(1,541,558)$(2,317,504)Net realized loss on investments(1,672)1,449,1031,447,431Net unrealized (gains) losses on investments61,423(438,473)(377,050)Other temporary book-to-tax differences—(86,691)(86,691)Permanent differences659,270221,623880,893Taxable income before deductions for distributions$(56,925)$(395,996)$(452,921)





PWAY Income Taxes - Pre-Merger


As of March 31, 2019, PWAY’s cost basis of investments for tax purposes was $8,993,783 resulting in an estimated net unrealized loss of $811,740. As of March 31, 2019, the gross unrealized gains and losses were $198,628 and $1,010,368, respectively. As a result of the tax-free reorganization on March 31, 2019, PWAY’s tax basis in its assets have been carried over to the Company.





For the short tax year ended March 31, 2019, PWAY had no cumulative taxable income in excess of cumulative distributions. For the short tax year ended March 31, 2019, PWAY estimated $100,642 in capital loss carryforwards available for future use. This amount will be available for utilization by the Company beginning with the tax year ended December 31, 2019.





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 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)








All amounts related to taxable income for the short tax year ended March 31, 2019 are estimates and will not be fully determined until PWAY’s final income tax returns are filed.


TPIC/FLEX Income Taxes - Pre-Merger


Prior to the merger, the TPIC’s cost basis of investments for tax purposes was $12,106,882 resulting in an estimated net unrealized loss of $675,641. Prior to the merger, the gross unrealized gains and losses were $70,589 and $746,230 respectively.





For the tax year ended December 31, 2018, TPIC had no cumulative taxable income in excess of cumulative distributions.





For the tax year ended December 31, 2018, TPIC had $1,360,148 capital loss carryforwards available for future use. Combined with PWAY’s capital loss carryforward of $100,642, the Company will have a combined capital loss carryforward of $1,460,790 available for future utilization.





No change to PWAY distributions for tax year ended June 30, 2018.





The likely and expected tax character of distributions declared and paid to PWAY's shareholders during the nine months ended March 31, 2019 was as follows:


Nine Months EndedMarch 31, 2019(1)Ordinary income$23,732Return of capital300,907Total$324,639


(1) PWAY dissolved for income tax purposes as of March 31, 2019. As such, PWAY will file a final tax return for the nine-month period ended March 31, 2019.


The character of distributions declared and paid to PWAY's shareholders during the years ended June 30, 2018 and 2017 was as follows:


Year EndedJune 30, 2018Year EndedJune 30, 2017Capital gain161,753—Return of capital403,766504,515Total$565,519$504,515





Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The following reconciles the net decrease in net assets resulting from operations to taxable income for the tax years ended June 30, 2018, and 2017 as well as the nine months ended March 31, 2019, the period the final tax return will be filed.


Nine Months EndedMarch 31, 2019Year EndedJune 30, 2018Year EndedJune 30, 2017Net increase in net assets resulting from operations$163,573$(5,126)$765,862Net realized loss on investments45,453(181,007)(17,839)Net unrealized (gains) losses on investments769,197704,925(357,968)Other temporary book-to-tax differences(83,713)(230,457)(133,592)Permanent differences(899,819)(855,526)(653,844)Taxable income before deductions for distributions$(5,309)$(567,191)$(397,381)


In general, we may make certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which may include differences in the book and tax basis of certain assets and liabilities, amortization of offering costs, expense





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 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





payments, nondeductible federal excise taxes and net operating losses, among other items. For the year ended June 30, 2019, we increased accumulated net investment loss by $899,819 increased additional paid in capital by $899,819.





NOTE 7 - INVESTMENT PORTFOLIO


The following tables summarize the composition of the Company’s investment portfolio at amortized cost and fair value as of September 30, 2019 and June 30, 2019 :


September 30, 2019Investments atAmortizedCost(1)Investments at Fair ValueFair Value Percentage ofTotal PortfolioSenior Secured Loans-First Lien$23,560,338$23,317,10572%Senior Secured Loans-Second Lien2,792,0872,189,6017%Senior Unsecured Bonds942,557982,5203%Structured Subordinated notes5,517,5445,051,39816%Equity/Other681,111593,4142%Total Portfolio Investments$33,493,637$32,134,038100%June 30, 2019Investments atAmortizedCost(1)Investments at Fair ValueFair ValuePercentage of Total PortfolioSenior Secured Loans-First Lien$15,911,289$15,825,87066%Senior Secured Loans-Second Lien2,790,5772,505,22710%Senior Unsecured Bonds444,957402,1632%Structured Subordinated notes5,070,4364,715,48720%Equity/Other681,111570,8162%Total Portfolio Investments$24,898,370$24,019,563100%(1) Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of September 30, 2019 and June 30, 2019 :


September 30, 2019IndustryInvestments at Fair ValuePercentage of PortfolioStructured Finance$5,051,39816%High Tech Industries4,703,37315%Healthcare & Pharmaceuticals4,691,68915%Telecommunications3,727,80711%Services: Business2,465,7738%Media: Broadcasting & Subscription2,166,8457%Construction & Building1,754,6425%Services: Consumer1,016,9993%Sovereign & Public Finance995,6123%Financial982,5203%Media: Advertising, Printing & Publishing949,1113%Retail887,1902%Beverage, Food & Tobacco499,8882%Automotive498,9932%Transportation: Cargo486,9062%Consumer483,9261%Hotel, Gaming & Leisure458,8661%Energy: Oil & Gas312,5001%Total$32,134,038100%June 30, 2019IndustryInvestments at Fair ValuePercentage of PortfolioStructured Finance$4,715,48720%High Tech Industries3,960,67115%Healthcare & Pharmaceuticals2,975,99612%Services: Business2,780,78812%Media: Broadcasting & Subscription1,675,6947%Hotel, Gaming & Leisure1,138,3415%Services: Consumer1,100,0935%Media: Advertising, Printing & Publishing947,1424%Retail905,0204%Beverage, Food & Tobacco498,6882%Transportation: Cargo497,1812%Automotive496,2262%Consumer496,1342%Media: Diversified & Production489,6852%Telecommunications479,0042%Energy: Oil & Gas461,2502%Financial402,1632%Total$24,019,563100%





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS


The following table presents information about the Company’s assets measured at fair value as of September 30, 2019 and June 30, 2019 , respectively:


As of September 30, 2019Level 1Level 2Level 3TotalPortfolio InvestmentsSenior Secured Loans-First Lien$—$—$23,317,105$23,317,105Senior Secured Loans-Second Lien——2,189,6012,189,601Equity/Other——593,414593,414Senior Unsecured Bonds—982,520—982,520Structured subordinated notes——5,051,3985,051,398Total Portfolio Investments$—$982,520$31,151,518$32,134,038As of June 30, 2019Level 1Level 2Level 3TotalPortfolio InvestmentsSenior Secured Loans-First Lien$—$—$15,825,870$15,825,870Senior Secured Loans-Second Lien——2,505,2272,505,227Equity/Other——570,816570,816Senior Unsecured Bonds—402,163—402,163Structured subordinated notes——4,715,4874,715,487Total Portfolio Investments$—$402,163$23,617,400$24,019,563


The Company’s investments as of September 30, 2019 consisted of debt securities that are traded on a private over-the-counter market for institutional investors, structured subordinated notes and two equity investments. Generally, the Company valued its debt investments by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by independent third-party pricing services and screened for validity by such services. The determination of fair market value for the equity positions were determined by considering, among other factors, various income scenarios and multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues, market comparables, book value multiples, economic profits and portfolio multiples. Certain investments are valued utilizing a combination of yield analysis and discounted cash flow technique, as appropriate. The yield analysis uses loan spreads and other relevant information implied by market data involving identical or comparable assets or liabilities. The discounted cash flow technique converts future cash flows or earnings to a range of fair values from which a single estimate may be derived utilizing an appropriate yield, i.e. discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts.


The Company may periodically benchmark the bid and ask prices it receives from the third-party pricing services against the actual prices at which the Company purchases and sells its investments. Based on the results of the benchmark analysis and the experience of the Company’s management in purchasing and selling these investments, the Company believes that these prices are reliable indicators of fair value. However, because of the private nature of this marketplace (meaning actual transactions are not publicly reported), the Company believes that these valuation inputs are classified as Level 3 within the fair value hierarchy. The Company’s board of directors reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the Company’s valuation process.





The significant unobservable input used to value our investments based on the yield technique and discounted cash flow technique is the market yield (or applicable discount rate) used to discount the estimated future cash flows expected to be received from the underlying investment, which includes both future principal and interest/dividend payments. Increases or decreases in the market yield (or applicable discount rate) would result in a decrease or increase, respectively, in the fair value measurement. Management and the independent pricing services consider the following factors when selecting market yields or discount rates: risk of default, rating of the investment and comparable company investments, and call provisions.


The significant unobservable inputs used in the market approach of fair value measurement of our investments are the market multiples of EBITDA of comparable companies. The Company selects a population of companies for each investment with similar





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





operations and attributes of the portfolio company. Using these guideline companies’ data, a range of multiples of enterprise value to EBITDA is calculated. The Company selects percentages from the range of multiples for purposes of determining the portfolio company’s estimated enterprise value based on said multiple and generally the latest twelve months’ EBITDA of the portfolio company. Significant increases or decreases in enterprise value may result in increases or decreases in the fair value estimate of the equity investment.





Changes in market yields, discount rates, or EBITDA multiples, each in isolation, may change the fair value measurement of certain of our investments. Generally, an increase in market yields, discount rates or capitalization rates, or a decrease in EBITDA (or other) multiples may result in a decrease in the fair value measurement of certain of our investments.


In determining the range of values for our investments in CLOs, the independent valuation firm uses a discounted multi-path cash flow model. The valuations were accomplished through the analysis of the CLOs deal structures to identify the risk exposures from the modeling point of view as well as to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations to generate probability-weighted (i.e., multi-path) cash flows for the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market and certain benchmark credit indices are considered, to determine the value of each CLOs investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the corresponding multi-path cash flow model.


The significant unobservable input used to value the CLOs is the discount rate applied to the estimated future cash flows expected to be received from the underlying investment, which includes both future principal and interest payments. Included in the consideration and selection of the discount rate are the following factors: risk of default, comparable investments, and call provisions. An increase or decrease in the discount rate applied to projected cash flows, where all other inputs remain constant, would result in a decrease or increase, respectively, in the fair value measurement.


The Company is not responsible for and has no influence over the management of the portfolios underlying the CLO investments the Company holds as those portfolios are managed by non-affiliated third party CLO collateral managers. CLO investments may be riskier and less transparent to the Company than direct investments in underlying companies. CLOs typically will have no significant assets other than their underlying senior secured loans. Therefore, payments on CLOs are and will be payable solely from the cash flows from such senior secured loans.


The Company’s subordinated (i.e., residual interest) investments in CLOs involve a number of significant risks. CLOs are typically very highly levered (10 - 14 times), and therefore the residual interest tranches that the Company invests in are subject to a higher degree of risk of total loss. In particular, investors in CLO residual interests indirectly bear risks of the underlying loan investments held by such CLOs. The Company generally has the right to receive payments only from the CLOs, and generally does not have direct rights against the underlying borrowers or the entity that sponsored the CLOs. While the CLOs the Company targets generally enable the investor to acquire interests in a pool of senior loans without the expenses associated with directly holding the same investments, the Company’s prices of indices and securities underlying CLOs will rise or fall. These prices (and, therefore, the values of the CLOs) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. The failure of a CLO investment to satisfy financial covenants, including with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments to the Company. In the event that a CLO fails certain tests, holders of debt senior to the Company may be entitled to additional payments that would, in turn, reduce the payments the Company would receive. Separately, the Company may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting CLO or any other investment the Company may make. If any of these occur, it could materially and adversely affect the Company’s operating results and cash flows.


The interests the Company has acquired in CLOs are generally thinly traded or have only a limited trading market. CLOs are typically privately offered and sold, even in the secondary market. As a result, investments in CLOs may be characterized as illiquid securities. In addition to the general risks associated with investing in debt securities, CLOs residual interests carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the fact that the Company’s investments in CLO tranches will likely be subordinate to other senior classes of note tranches thereof; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the CLOs investment or unexpected investment results. The Company’s net asset value may also decline over time if the Company’s principal recovery with respect to CLOs residual interests is less than the price that the Company paid for those investments. The Company’s CLOs and/or the underlying senior secured loans may prepay more quickly than expected, which could have an adverse impact on its value.





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





An increase in LIBOR would materially increase the CLOs financing costs. Since most of the collateral positions within the CLOs have LIBOR floors, there may not be corresponding increases in investment income (if LIBOR increases but stays below the LIBOR floor rate of such investments) resulting in materially smaller distribution payments to the residual interest investors.


On July 27, 2017, the Financial Conduct Authority (“FCA”) announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021 (the “FCA Announcement”). Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York. On August 24, 2017, the Federal Reserve Board requested public comment on a proposal by the Federal Reserve Bank of New York, in cooperation with the Office of Financial Research, to produce three new reference rates intended to serve as alternatives to LIBOR. These alternative rates are based on overnight repurchase agreement transactions secured by U.S. Treasury Securities. On December 12, 2017, following consideration of public comments, the Federal Reserve Board concluded that the public would benefit if the Federal Reserve Bank of New York published the three proposed reference rates as alternatives to LIBOR (the “Federal Reserve Board Notice”). Recently, the CLOs we have invested in have included, or have been amended to include, language permitting the CLOs investment manager to implement a market replacement rate (like those proposed by the Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York) upon the occurrence of certain material disruption events. However, we cannot ensure that all CLOs in which we are invested will have such provisions, nor can we ensure the CLOs investment managers will undertake the suggested amendments when able.


At this time, it is not possible to predict the effect of the FCA Announcement, the Federal Reserve Board Notice, or other regulatory changes or announcements, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom, the United States or elsewhere. As such, the potential effect of any such event on our net investment income cannot yet be determined. The CLOs notes in which the Company is invested generally contemplate a scenario where LIBOR is no longer available by requiring the CLOs administrator to calculate a replacement rate primarily through dealer polling on the applicable measurement date. However, there is uncertainty regarding the effectiveness of the dealer polling processes, including the willingness of banks to provide such quotations, which could adversely impact our net investment income. In addition, the effect of a phase out of LIBOR on U.S. senior secured loans, the underlying assets of the CLOs in which we invest, is currently unclear. To the extent that any replacement rate utilized for senior secured loans differs from that utilized for a CLO that holds those loans, the CLOs would experience an interest rate mismatch between its assets and liabilities which could have an adverse impact on the Company’s net investment income and portfolio returns.


If the Company acquires more than 10% of the shares in a foreign corporation that is treated as a CFC (including residual interest tranche investments in a CLO treated as a CFC), for which the Company is treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to its pro rata share of the corporation’s income for the tax year (including both ordinary earnings and capital gains), the Company is required to include such deemed distributions from a CFC in its income and the Company is required to distribute such income to maintain its RIC tax treatment regardless of whether or not the CFC makes an actual distribution during such year.


The Company owns shares in PFICs (including residual interest tranche investments in CLOs that are PFICs), and may be subject to federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend to its stockholders. Certain elections may be available to mitigate or eliminate such tax on excess distributions, but such elections (if available) will generally require the Company to recognize its share of the PFICs income for each year regardless of whether the Company receives any distributions from such PFICs. The Company must nonetheless distribute such income to maintain its tax treatment as a RIC.


If the Company is required to include amounts in income prior to receiving distributions representing such income, the Company may have to sell some of its investments at times and/or at prices management would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If the Company is not able to obtain cash from other sources, it may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.


A portion of the Company’s portfolio is concentrated in CLOs, which is subject to a risk of loss if that sector experiences a market downturn. The Company is subject to credit risk in the normal course of pursuing its investment objectives. The Company’s maximum risk of loss from credit risk for the portfolio of CLO investments is the inability of the CLOs collateral managers to return up to the cost value due to defaults occurring in the underlying loans of the CLOs.


Investments in CLOs residual interests generally offer less liquidity than other investment grade or high-yield corporate debt, and may be subject to certain transfer restrictions. The Company’s ability to sell certain investments quickly in response to changes in economic and other conditions and to receive a fair price when selling such investments may be limited, which could prevent the Company from making sales to mitigate losses on such investments. In addition, CLOs are subject to the possibility of liquidation upon an event of default of certain minimum required coverage ratios, which could result in full loss of value to the CLOs interests and junior debt investors.





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





The fair value of the Company’s investments may be significantly affected by changes in interest rates. The Company’s investments in senior secured loans through CLOs are sensitive to interest rate levels and volatility. In the event of a significant rising interest rate environment and/or economic downturn, loan defaults may increase and result in credit losses which may adversely affect the Company’s cash flow, fair value of its investments and operating results. In the event of a declining interest rate environment, a faster than anticipated rate of prepayments is likely to result in a lower than anticipated yield.


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 the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it.


In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the currently assigned valuations.


The following is a reconciliation for the three months ended September 30, 2019 and 2018, of investments for which significant unobservable inputs (Level 3) were used in determining fair value:


SeniorSecuredLoans -First LienSeniorSecuredLoans -Second LienEquity/OtherStructuredSubordinatednotesTotalFair Value at June 30, 2019$15,825,870$2,505,227$570,816$4,715,487$23,617,400Net realized (losses) on investments(264,029)———(264,029)Net change in unrealized gains (losses) on investments(157,812)(317,167)22,598(111,199)(563,580)Net realized and unrealized gains (losses) on investments(421,841)(317,167)22,598(111,199)(827,609)Purchases of investments9,502,125——438,8609,940,985Payment-in-kind interest—29——29Accretion (amortization) of purchase discount and premium, net33,3891,512—8,25043,151Repayments and sales of portfolio investments(1,622,438)———(1,622,438)Transfers within Level 3(1)—————Transfers in (out) of Level 3(1)—————Fair Value at September 30, 2019$23,317,105$2,189,601$593,414$5,051,398$31,151,518Net increase in unrealized loss attributable to Level 3 investments still held at the end of the period$(197,337)$(317,138)$22,598$(111,199)$(603,076)(1) Transfer are assumed to have occurred at the beginning of the quarter during which the asset was transferred. There were no transfers in or out of Level 3 during the three months ended September 30, 2019.

















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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)








StructuredSubordinatednotesFair Value at June 30, 2018$3,127,896Realized loss on investments(20,261)Net change in unrealized gain/loss on investments(77,781)Purchases of investments—Distributions received from investments—Payment-in-kind interest—Accretion (amortization) of purchase discount and premium, net26,680Repayments and sales of portfolio investments(52,402)Transfers within Level 3(1)—Transfers in (out) of Level 3(1)—Fair Value at September 30, 2018$3,004,132Net increase in unrealized gain attributable to Level 3 investments still held at the end of the period$(77,781)(1) Transfer are assumed to have occurred at the beginning of the quarter during which the asset was transferred. There were no transfers in or out of Level 3 during the three months ended June 30, 2018.


The following table provides quantitative information regarding significant unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2019 :


Asset CategoryFair ValuePrimary Valuation TechniqueUnobservable InputsRangeWeighted AverageSenior Secured First Lien Debt$23,317,105Market quotesIndicative dealer quotes86.33-101.5097.23Senior Secured Second Lien Debt2,189,601Market quotesIndicative dealer quotes25.00-101.3385.93Equity/Other593,414Market comparablesEBITDA multiples (x)0.00x-8.00x8.00xSubordinated structured notes5,051,398Discounted Cash FlowDiscount Rate18.26%- 25.27%(1)21.04%(1)Total$31,151,518(1) Represents the implied discount rate based on our internally generated single-cash flows that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.























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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)








The following table provides quantitative information regarding significant unobservable inputs used in the fair value measurement of Level 3 investments as of June 30, 2019 :


Asset CategoryFair ValuePrimary Valuation TechniqueUnobservable InputsRangeWeighted AverageSenior Secured First Lien Debt$15,825,870Market quotesIndicative dealer quotes85.00-101.0098.30Senior Secured Second Lien Debt2,505,227Market quotesIndicative dealer quotes61.63-101.5290.79Equity/Other570,816Market comparablesEBITDA multiples (x)0.00x-8.00x8.00xSubordinated structured notes4,715,487Discounted Cash FlowDiscount Rate17.67%- 23.12%(1)20.57%(1)Total$23,617,400(1) Represents the implied discount rate based on our internally generated single-cash flows that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





NOTE 9 - MERGER


Effective March 31, 2019, TPIC and PWAY entered into a tax free business combination. Concurrent with the merger, TPIC, the legal acquirer was renamed TP Flexible Income Fund, Inc. As a result of the merger the Company issued 775,193 shares of the Company’s common stock to the former shareholders of PWAY and all shares of PWAY were retired.


For financial reporting purposes, the Merger was treated as a recapitalization of PWAY followed by the reverse acquisition of TPIC by PWAY for a purchase price equivalent to the fair value of TPIC’s net assets.


Consistent with tax free business combinations of investment companies, for financial reporting purposes, the reverse merger accounting was recorded at fair value; however, the cost basis of the investments received from TPIC was carried forward to align ongoing financial reporting of the Company’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Further, the components of net assets of the Company reflect the combined components of net assets of both PWAY and TPIC.


In accordance with the accounting and presentation for reverse acquisitions, the historical financial statements of the Company, prior to the date of the Merger reflect the financial positions and results of operations of PWAY, with the exception of the components of net assets described above, with the results of operations of TPIC being included commencing on April 1, 2019. Effective with the completion of the Merger, TPIC, changed its fiscal year end to be the last day of June consistent with PWAY’s fiscal year.


In the Merger, common shareholders of PWAY received newly-issued common shares in the Company having an aggregate net asset value equal to the aggregate net asset value of their holdings of PWAY Class A and/or PWAY Class I common shares, as applicable, as determined at the close of business on March 27, 2019, as permitted by the Merger agreement. The differences in net asset value between March 27, 2019 and March 31, 2019 were not material. Relevant details pertaining to the mergers are as follows:


NAV/Share($)Conversion RatioTriton Pacific Investment Corporation, Inc.$10.48N/APathway Capital Opportunity Fund, Inc.: Class A$13.461.2848Pathway Capital Opportunity Fund, Inc.: Class I$13.501.2884


Investments


The cost, fair value and net unrealized appreciation (depreciation) of the investments of TPIC as of the date of the merger, was as follows:


TPICCost of investments$12,106,879Fair value of investments11,431,241Net unrealized appreciation (depreciation) on investments$(675,638)





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





Common Shares


The common shares outstanding, net assets applicable to common shares and NAV per common share outstanding immediately before and after the mergers were as follows:


Accounting Acquirer - Prior to MergerPWAYClass APWAYClass ICommon shares outstanding570,43132,834Net assets applicable to common shares$7,679,839$443,296NAV per common share$13.46$13.50Legal Acquiring Fund - Prior to MergerTPICCommon shares outstanding1,614,221Net assets applicable to common shares$16,915,592NAV per common share$10.48Legal Acquiring Fund - Post MergerFLEXCommon shares outstanding2,403,349Net assets applicable to common shares$25,086,682NAV per common share$10.44


Cost and Expenses


In connection with the Merger, PWAY incurred certain associated costs and expenses of approximately $731,000, of which $709,000 of these costs and expenses were expensed by PWAY and $22,000 were expensed by the Company. In connection with the Merger, TPIC incurred certain associated costs and expenses of approximately $682,000, of which $636,000 were expensed by TPIC and $46,000 were expensed by the Company.


Purchase Price Allocation


PWAY as the accounting acquiror acquired 32% of the voting interests of TPIC. The below summarized the purchase price allocation from TPIC:


PWAY as acquirerValue of Common Stock Issued$17,052,546Assets acquired:Investments11,431,241Cash and cash equivalents5,055,456Other assets607,163Total assets acquired17,093,860Total liabilities assumed41,314Net assets acquired17,052,546Total purchase price$17,052,546





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





NOTE 10 - COMMITMENTS AND CONTINGENCIES


The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. Management has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.


The Company has a conditional obligation to reimburse the Adviser for any amounts funded by the Adviser under the Expense Limitation Agreement for any payments made by the Adviser. The Expense Limitation Agreement payments are subject to repayment by the Company within the three years following the end of the quarter in which the payment was made by the Adviser; provided that any such repayments shall be subject to the then-applicable expense limitation, if any, and the limit that was in effect at the time when the Adviser made the payment that is subject to repayment.


The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material adverse effect upon its financial condition or results of operations.








NOTE 11 - REVOLVING CREDIT FACILITY





PWAY – Pre-Merger


On August 25, 2015, PWAY closed on a credit facility with BNP Paribas Prime Brokerage International, Ltd. (the “Revolving Credit Facility”). The Revolving Credit Facility included an accordion feature which allowed commitments to be increased up to $25,000,000 in the aggregate. Interest on borrowings under the Revolving Credit Facility is three-month LIBOR plus 120 basis points with no minimum LIBOR floor. The Revolving Credit Facility closed prior to the Merger.


During the three months ended  September 30, 2018 , we recorded $11,161 of interest expense related to PWAY's Revolving Credit Facility.





FLEX – Post-Merger





On May 16, 2019, the Company established a $50 million senior secured revolving credit facility (the “Credit Facility”) with Royal Bank of Canada, a Canadian chartered bank, acting as administrative agent. In connection with the Credit Facility, the Company’s wholly owned financing subsidiary, TP Flexible Funding, LLC, as borrower, and each of the other parties thereto entered into a Revolving Loan Agreement, dated as of May 16, 2019 (the “Loan Agreement”).





The Credit Facility matures on May 21, 2029 and generally bears interest at a rate of three-month LIBOR plus 1.55%. The Credit Facility is secured by substantially all of the SPV’s properties and assets. Under the Loan Agreement, the SPV has made certain customary representations and warranties and is required to comply with various covenants, including reporting requirements and other customary requirements for similar credit facilities. The Loan Agreement includes usual and customary events of default for credit facilities of this nature.


As of September 30, 2019 and June 30, 2019 , we had $15,500,000 and $5,000,000, respectively outstanding on our Credit Facility. As of September 30, 2019 , the investments used as collateral for the Credit Facility had an aggregate fair value of $23,337,072, which represents 73% of our total investments. As permitted by ASC 825-10-25, we have not elected to value our Credit Facility which is categorized as Level 2 under ASC 820 as of September 30, 2019 .





In connection with the origination of the Credit Facility, we incurred $588,355 fees, all of which are being amortized over the term of the facility in accordance with ASC 470-50. As of September 30, 2019 , $569,834 remains to be amortized and is reflected as deferred financing costs on the Consolidated Statements of Assets and Liabilities .





During the three months ended  September 30, 2019 , we recorded $100,170 of interest costs and amortization of financing costs on the Credit Facility as interest expense.








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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





NOTE 12- FINANCIAL HIGHLIGHTS


Three months ended September 30,20192018(e)(unaudited)(unaudited)Per Share Data(a):Net asset value at beginning of year$9.88$9.89Net investment income0.06(0.34)Net realized and unrealized (losses) on investments(0.31)(0.17)Net increase (decrease) in net assets resulting from operations(0.25)(0.51)Distributions(b)Return of capital distributions(0.17)(0.15)Dividends from net investment income——Total Distributions(0.17)(0.15)Offering costs——Other(c)0.01(0.01)Net asset value at end of period$9.47$9.22Total return based on net asset value(d)(2.64)%(4.91)%Supplemental Data:Net assets at end of period$22,647,013$7,468,029Average net assets$23,028,864$7,958,367Average shares outstanding2,382,257827,874Ratio to average net assets:Total annual expenses13.12%36.19%Total annual expenses (after expense limitation agreement)10.39%29.82%Net investment income (loss)2.62%(14.03)%Portfolio Turnover1.95%—%(a) Calculated based on weighted average shares outstanding.(b) The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year. Distributions per share are rounded to the nearest $0.01.(c)  The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the year.(d) Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the year and assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded. Total return has not been annualized.(e) Data presented includes the shareholder activity of PWAY Class A and Class I shares prior to the merger and conversion into shares of the Company. The net asset value per share at beginning of year has been adjusted by the exchange ratio used in the merger.





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





Year EndedYear EndedYear EndedJune 30, 2019(e)June 30, 2018June 30, 2018Class AClass IPer Share Data(a):Net asset value at beginning of period$9.89$13.53$13.53Net investment income0.910.790.81Net realized and unrealized (losses) on investments(1.11)(0.80)(0.79)Net increase (decrease) in net assets resulting from operations(0.20)(0.01)0.02Distributions(b)Return of capital distributions(0.54)(0.62)(0.62)Dividends from net investment income(0.03)(0.24)(0.24)Total Distributions(0.57)(0.86)(0.86)Offering costs0.61——Other(c)0.150.050.04Net asset value at end of year$9.88$12.71$12.73Total return based on net asset value(d)7.52%0.18%0.33%Supplemental Data:Net assets at end of year$23,410,715$7,933,028$420,136Average net assets$12,536,923$8,314,166$439,787Average shares outstanding1,297,582622,68332,914Ratio to average net assets:Total annual expenses23.48%22.69%22.43%Total annual expenses (after expense support agreement/expense limitation agreement)9.11%8.91%8.73%Net investment income2.15%5.92%6.04%Portfolio Turnover93.42%37.42%37.42%(a) Calculated based on weighted average shares outstanding.(b) The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year. Distributions per share are rounded to the nearest $0.01.(c)  The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the year.(d) Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the year and assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded.(e) Data presented includes the shareholder activity of PWAY Class A and Class I shares prior to the merger and conversion into shares of the Company. The net asset value per share at beginning of year has been adjusted by the exchange ratio used in the merger.











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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





Year EndedPeriod EndedJune 30, 2017June 30, 2016(a)Per Share Data(b):Net asset value, beginning of year or period$12.81$13.80Net investment income0.711.21Net realized and unrealized gains (losses) on investments0.68(0.03)Net increase in net assets resulting from operations1.391.18Return of capital distributions(c)(0.92)(0.75)Offering costs0.03(0.62)Other(d)0.22(0.80)Net asset value, end of year or period$13.53$12.81Total return, based on NAV(e)13.20%(1.75)%Supplemental Data:Net assets, end of year or period$8,405,744$5,976,355Average net assets$7,508,410$3,597,990Average shares outstanding550,843341,596Ratio to average net assets:Expenses without expense support payment22.05%36.65%Expenses after expense support payment10.52%3.41%Net investment income5.19%11.50%Portfolio turnover27.54%4.27%(a)The net asset value at the beginning of the period is the net offering price as of August 25, 2015, which is the date that the Company satisfied its minimum offering requirement by raising over $2.5 million from selling shares to persons not affiliated with the Company or the Adviser (the “Minimum Offering Requirement”), and as a result, broke escrow and commenced making investments.(b)Calculated based on weighted average shares outstanding.(c)The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year or period. Distributions per share are rounded to the nearest $0.01.(d)The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the year or period.(e)Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the year or period and assumes that distributions are reinvested in accordance with the Company’s dividend reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded. For the period less than one year, total return is not annualized.





















































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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)








Revolving Credit FacilityTotal Amount OutstandingAsset Coverage per Unit(1)Involuntary Liquidating Preference per Unit(2)Average Market Value per Unit(2)September 30, 2019$15,500,000$2,461——June 30, 2019$5,500,000$5,256——(1) The asset coverage ratio is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit.(2) This column is inapplicable.








NOTE 13 - SUBSEQUENT EVENTS


Management has evaluated all known subsequent events through the date the accompanying financial statements were available to be issued on November 13, 2019 and notes the following:


Sales of Common Stock


For the period beginning October 1, 2019 and ending November 13, 2019 , the Company issued 12,227 shares pursuant to its distribution reinvestment plan in the amount of $ 130,824 .


Investment Activity


During the period from October 1, 2019 and ending November 13, 2019 , the Company made 2 investments totaling $2,250,000 .


Tender Offer


On September 6, 2019, we made an offer to investors in Triton Pacific Investment Corporation as of September 30, 2019 as part of the Special Tender Offer to purchase up to 402,918 shares of the Company’s issued and outstanding Class A common stock, at a price equal to the net asset value per share determined as of October 8, 2019.  The offer expired at 4:00 P.M., Eastern Time, on October 4, 2019 and a total of 34,489 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased all of the shares validly tendered and not withdrawn at a price equal to $9.46 per share for an aggregate purchase price of approximately $326,262. The repurchase for the three months ended September 30, 2019, was effective and paid after September 30, 2019 and therefore is not included in capital transactions for the three months ended September 30, 2019.












































Distributions


On October 3, 2019, the Company’s board of directors declared distributions for the months of October 2019 and November 2019 , which reflected an annualized distribution rate of 6.0% . On November 13, 2019, the Company’s board of directors declared distributions for the months of December 2019, January 2020 and February 2020, which reflected an annualized distribution rate of 6.0% . The distributions have weekly record dates as of the close of business of each week in October 2019, November 2019, December 2019, January 2020 and February 2020 and equal a weekly amount of $0.01310 per share of common stock. The distributions will be payable monthly to stockholders of record as of the weekly record dates set forth below.





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TP FLEXIBLE INCOME FUND, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





Record DatePayment DateDistribution Amount10/4/201910/31/2019$0.0131010/11/201910/31/2019$0.0131010/18/201910/31/2019$0.0131010/25/201910/31/2019$0.0131011/1/201912/5/2019$0.0131011/8/201912/5/2019$0.0131011/15/201912/5/2019$0.0131011/22/201912/5/2019$0.0131011/29/201912/5/2019$0.0131012/6/20191/3/2020$0.0131012/13/20191/3/2020$0.0131012/20/20191/3/2020$0.0131012/27/20191/3/2020$0.013101/3/20202/7/2020$0.013101/10/20202/7/2020$0.013101/17/20202/7/2020$0.013101/24/20202/7/2020$0.013101/31/20202/7/2020$0.013102/7/20203/6/2020$0.013102/14/20203/6/2020$0.013102/21/20203/6/2020$0.013102/28/20203/6/2020$0.01310














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


The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking information that involves risks and uncertainties. Our actual results may differ significantly from any results expressed or implied by these forward-looking statements due to the factors discussed in Part II, “Item 1A. Risk Factors” and “Forward-Looking Statements” appearing elsewhere herein.





The terms “FLEX,” “the Company,” “we,” “us” and “our” mean TP Flexible Income Fund, Inc. unless the context specifically requires otherwise.





Overview


We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to generate current income and, as a secondary objective, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We intend to meet our investment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $2.5 billion. We have elected and intend to continue to qualify annually to be taxed for U.S. federal income tax purposes as a RIC under the Code.


On August 10, 2018, we (in our capacity as TPIC) entered into an agreement and plan of merger with PWAY (which was amended and restated effective February 12, 2019) pursuant to which PWAY merged with and into TPIC and, as the combined surviving company, we were renamed as TP Flexible Income Fund, Inc. (we were formerly known as Triton Pacific Investment Corporation, Inc.). TPIC’s board of directors and PWAY’s board of directors each approved the transaction. Completion of the Merger was subject to a number of conditions, including, among other things, the approval by TPIC’s stockholders and PWAY’s stockholders of the Merger and the Merger Agreement. The Merger was approved by TPIC’s stockholders at the 2019 Annual Meeting and by PWAY’s stockholders at a special meeting of stockholders held on March 15, 2019. The Merger was completed on March 31, 2019. We will refer to the surviving merged accounting entity as "FLEX" throughout Management's Discussion and Analysis herein and in the accompanying consolidated financial statements.


As a result of the Merger several significant changes occurred:


|  |                                                                                                                                                                                                                                                                                                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | New Investment Adviser. Prospect Flexible Income Management, LLC now serves as our investment adviser, replacing our former investment adviser, Triton Pacific Adviser, LLC (the “Former Adviser”). The Adviser is an affiliate of PWAY and the investment professionals of PWAY’s investment adviser have investment discretion at the Adviser.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Increased Leverage.Following the Merger, our asset coverage ratio requirement was reduced from 200% to 150%, which allows us to incur double the maximum amount of leverage that was previously permitted. As a result, we are now able to borrow substantially more money and take on substantially more debt than we previously were able to. Leverage may increase the risk of loss to investors and is generally considered a speculative investment technique.

|  |                                                                                                                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Special Repurchase Offer.As a condition to being able to increase our leverage, we have offered and will in the future offer to repurchase certain of our outstanding shares (the "Special Repurchase Offer"). In connection with this Special Repurchase Offer, stockholders should be aware that:

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|◦ | Only former stockholders of TPIC as of March 15, 2019, the date of TPIC’s 2019 annual stockholder meeting (the “Eligible Stockholders”), were and will be allowed to participate in the Special Repurchase Offer, and they may have up to 100% of their shares repurchased. Former stockholders of PWAY and stockholders who purchased shares in our continuous public offering were not and will not be able to participate in the Special Repurchase Offer.

|  |                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|◦ | If a substantial number of the Eligible Stockholders take advantage of this opportunity, it could minimize or eliminate the expected benefits of the Merger and it could:

|  |                                       
|- | --------------------------------------
|▪ | significantly decrease our asset size;

|  |                                                                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|▪ | require us to sell our investments earlier than the Adviser would have otherwise desired, which may result in selling investments at inopportune times or significantly depressed prices and/or at losses; or

|  |                                                                          
|- | -------------------------------------------------------------------------
|▪ | cause us to incur additional leverage solely to meet repurchase requests.

|  |                                                                                                                                                                                                                      
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|◦ | The first of our four quarterly Special Repurchase Offers expired on June 24, 2019, and in that offer we repurchased 49,900 shares of our Class A common stock for the gross proceeds of $495,506.  The second of our




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four quarterly Special Repurchase Offers expired on October 4, 2019, and in that offer we repurchased 34,489 shares of our Class A common stock for gross proceeds of $326,262.


|  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | New Board of Directors. Following the Merger, the composition of our board of directors changed and now consists of Craig J. Faggen, TPIC’s former President and Chief Executive Officer, M. Grier Eliasek, PWAY’s Former President and Chief Executive Officer, Andrew Cooper, William Gremp and Eugene Stark. Messrs. Cooper, Gremp and Stark are our independent directors and were formally independent directors of PWAY.

Prospect Flexible Income Management, LLC serves as our investment adviser. The engagement of the Adviser was approved by TPIC’s stockholders at the 2019 Annual Meeting, concurrently with the approval of the Merger and the Merger Agreement. Prospect Administration LLC, an affiliate of our Adviser, serves as our administrator and TFA Associates, LLC serves as our sub-administrator. We have engaged Triton Pacific Securities, LLC to serve as the dealer manager of our offering. The dealer manager is not required to sell any specific number or dollar amount of shares but will use its best efforts to sell the shares offered.





We are offering for sale a maximum amount of $300,000,000 our shares of common stock on a "best efforts" basis. We are currently offering to sell our Class A Shares up to the maximum offering amount, at an offering price of $11.38 per Class A Share. As of November 13, 2019 , we have sold a total of 2,369,878 shares of common stock, including 128,453 shares issued pursuant to our distribution reinvestment plan, for gross proceeds of approximately $31,438,161 , including the reduction due to ( $1,425,785 ) in shares repurchased pursuant to the Company’s share repurchase program and 14,815 shares of common stock sold to our Former Adviser in exchange for gross proceeds of $200,003. As a result of the merger, the Company issued 775,193 shares.


Our Adviser


Our Adviser is a Delaware limited liability company and is registered as an investment adviser under the Advisers Act. Our Adviser is controlled by Prospect Capital Management, who owns a majority of its voting units. Mr. Eliasek is the principal officer of the Adviser.


First Quarter Highlights


Investment Transactions


We seek to be a long-term investor with our portfolio companies. During the three months ended September 30, 2019, we purchased investment securities (excluding short-term securities) of $10,434,610. During the same period, sales and redemptions of investment securities (excluding short-term securities) were $1,622,438, resulting in a total net portfolio growth of $8,812,172.


Debt Issuances and Redemptions


During the three months ended September 30, 2019, we drew an additional $10,000,000 on our Revolving Credit Facility for a total of $15,500,000 outstanding on our credit facility as of September 30, 2019 .


On September 6, 2019, we made an offer to investors in Triton Pacific Investment Corporation as of September 30, 2019 as part of the Special Tender Offer to purchase up to 402,918 shares of the Company’s issued and outstanding Class A common stock, at a price equal to the net asset value per share determined as of October 8, 2019.  The offer expired at 4:00 P.M., Eastern Time, on October 4, 2019 and a total of 34,489 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased all of the shares validly tendered and not withdrawn at a price equal to $9.46 per share for an aggregate purchase price of approximately $326,262. The repurchase for the three months ended September 30, 2019, was effective and paid after September 30, 2019 and therefore is not included in capital transactions for the three months ended September 30, 2019.


Equity Issuances


As part of the dividend reinvestment plan, we issued 6,217, 6,111, and 7,603 shares of our common stock on July 2, 2019, August 1, 2019 and September 3, 2019, respectively. On October 4, 2019, we issued 6,125 shares of our common stock in connections with the dividend reinvestment plan for September distributions.


Investments


We intend to primarily lend to and invest in the debt of privately-owned U.S. middle market companies. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets. We expect to focus primarily on making investments in syndicated senior secured first lien loans, syndicated senior secured second lien loans, and to a lesser extent, subordinated debt, of middle market companies in a broad range of industries. Syndicated secured loans refer to commercial loans provided by a group of lenders that are structured, arranged, and administered by one or several commercial or investment banks, known as arrangers. These loans are then sold (or syndicated) to other banks or institutional investors. Syndicated secured loans may have a first priority lien on a borrower’s assets (i.e., senior secured first lien loans), a second priority lien on a borrower’s assets (i.e., senior secured second lien loans), or a lower lien or unsecured





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position on the borrower’s assets (i.e., subordinated debt). We expect our target credit investments will typically have initial maturities between three and ten years and generally range in size between $1 million and $100 million, although the investment size will vary with the size of our capital base. We expect that the majority of our debt investments will bear interest at floating interest rates, but our portfolio may also include fixed-rate investments. We also expect to make our investments directly through the primary issuance by the borrower or in the secondary market.


We will generally source our investments primarily through our Adviser. We believe the investment management team of our Adviser has a significant amount of experience in the credit business, including originating, underwriting, principal investing and loan structuring. Our Adviser, through Prospect Capital Management, has access to over 106 professionals, including over 51 investments, origination and credit management professionals, and over 55 operations, marketing and distribution professionals, each with extensive experience in their respective disciplines.


We expect to dynamically allocate our assets in varying types of investments based on our analysis of the credit markets, which may result in our portfolio becoming more concentrated in particular types of credit instruments (such as senior secured loans) and less invested in other types of credit instruments. The loans in which we intend to invest are often rated by a nationally recognized ratings organization, and generally carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service or lower than “BBB-” by Standard & Poor’s Corporation - also known as “high yield” or “junk bonds”). However, we may also invest in non-rated debt securities.


To seek to enhance our returns, we may employ leverage as market conditions permit and at the discretion of our Adviser, but in no event will leverage employed exceed the maximum amount permitted by the 1940 Act.


As part of our investment objective to generate current income, we expect that at least 70% of our investments will consist primarily of syndicated senior secured first lien loans, syndicated senior secured second lien loans, and to a lesser extent, subordinated debt. We expect that up to 30% of our investments will consist of other securities, including private equity (both common and preferred), dividend-paying equity, royalties, and the equity and junior debt tranches of CLOs. The senior secured loans underlying our CLO investments are expected typically to be BB or B rated (non-investment grade, which are often referred to as “high yield” or “junk”) and in limited circumstances, unrated, senior secured loans.


As a BDC, we are subject to certain regulatory restrictions in making our investments. For example, we have in the past and expect in the future to co-invest on a concurrent basis with certain affiliates, consistent with applicable regulations and our allocation procedures. The parent company of our Adviser has received an exemptive order from the SEC granting the ability to negotiate terms, other than price and quantity, of co-investment transactions with other funds managed by our Adviser or certain affiliates, including us, Prospect Capital Corporation and Priority Income Fund, Inc., subject to certain conditions included therein. Under the terms of the Order permitting us to co-invest with other funds managed by our Adviser or its affiliates, a majority of our independent directors who have no financial interest in the transaction must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. The Order also imposes reporting and record keeping requirements and limitations on transactional fees. We may only co-invest with certain entities affiliated with our Adviser in negotiated transactions originated by our Adviser or its affiliates in accordance with such Order and existing regulatory guidance. See Note 4 of the Consolidated Financial Statements. These co-investment transactions may give rise to conflicts of interest or perceived conflicts of interest among us and the other participating accounts. To mitigate these conflicts, our Adviser and its affiliates will seek to allocate portfolio transactions for all of the participating investment accounts, including us, on a fair and equitable basis, taking into account such factors as the relative amounts of capital available for new investments, the applicable investment programs and portfolio positions, the clients for which participation is appropriate and any other factors deemed appropriate. We intend to make all of our investments in compliance with the 1940 Act and in a manner that will not jeopardize our status as a BDC or RIC.


As a BDC, we are permitted under the 1940 Act to borrow funds to finance portfolio investments. To enhance our opportunity for gain, we intend to employ leverage as market conditions permit. At the 2019 Annual Meeting, TPIC’s stockholders approved a proposal allowing us to modify our asset coverage ratio requirement from 200% to 150%. As a result, we are allowed to increase our leverage capacity. The use of leverage, although it may increase returns, may also increase the risk of loss to our investors, particularly if the level of our leverage is high and the value of our investments declines.


Merger


Effective March 31, 2019, TPIC and PWAY entered into a tax free business combination. Concurrent with the merger, TPIC, the legal acquirer was renamed TP Flexible Income Fund, Inc. As a result of the merger the Company issued 775,193 shares of the Company’s common stock to the former shareholders of PWAY and all shares of PWAY were retired.





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After a review of available strategic alternatives, PWAY and TPIC’s board of directors believed the Merger to be in the best interests of the respective companies and their respective stockholders because of FLEX’s expected economies of scale, investment objectives and strategy, investment portfolio, capital structure and increased market capitalization, and the experience and expertise of the FLEX’s new investment adviser.


For financial reporting purposes, the Merger was treated as a recapitalization of PWAY followed by the reverse acquisition of TPIC by PWAY for a purchase price equivalent to the fair value of TPIC’s net assets.


Consistent with tax free business combinations of investment companies, for financial reporting purposes, the reverse merger accounting was recorded at fair value; however, the cost basis of the investments received from TPIC was carried forward to align ongoing financial reporting of the Company’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Further, the components of net assets of the Company reflect the combined components of net assets of both PWAY and TPIC.


In accordance with the accounting and presentation for reverse acquisitions, the historical financial statements of the Company, prior to the date of the Merger reflect the financial positions and results of operations of PWAY, with the results of operations of TPIC being included commencing on April 1, 2019. Effective with the completion of the Merger, TPIC, changed its fiscal year end to be the last day of June consistent with PWAY’s fiscal year.In the Merger, common shareholders of PWAY received newly-issued common shares in the Company having an aggregate net asset value equal to the aggregate net asset value of their holdings of PWAY Class A and/or PWAY Class I common shares, as applicable, as determined at the close of business on March 27, 2019, as permitted by the Merger agreement. The differences in net asset value between March 27, 2019 and March 31, 2019 were not material. Relevant details pertaining to the mergers are as follows:





NAV/Share($)Conversion RatioTriton Pacific Investment Corporation, Inc.$10.48N/APathway Capital Opportunity Fund, Inc.: Class A$13.461.2848Pathway Capital Opportunity Fund, Inc.: Class I$13.501.2884


The cost, fair value and net unrealized appreciation (depreciation) of the investments of TPIC as of the date of the merger, was as follows:


TPICCost of investments$12,106,879Fair value of investments11,431,241Net unrealized appreciation (depreciation) on investments$(675,638)





Common Shares





The common shares outstanding, net assets applicable to common shares and NAV per common share outstanding immediately before and after the mergers were as follows


Accounting Acquirer - Prior to MergerPWAYClass APWAYClass ICommon shares outstanding570,43132,834Net assets applicable to common shares$7,679,839$443,296NAV per common share$13.46$13.50Legal Acquiring Fund - Prior to MergerTPICCommon shares outstanding1,614,221Net assets applicable to common shares$16,915,592NAV per common share$10.48Legal Acquiring Fund - Post MergerFLEXCommon shares outstanding2,403,349Net assets applicable to common shares$25,086,682NAV per common share$10.44





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Cost and Expenses


In connection with the Merger, PWAY incurred certain associated costs and expenses of approximately $709,000. These costs and expenses were expensed by PWAY.


Purchase Price Allocation





PWAY as the accounting acquirer acquired 32% of the voting interests of TPIC. The below table summarizes the purchase price allocation from TPIC:





PWAY as acquirerValue of Common Stock Issued$17,052,546Assets acquired:Investments11,431,241Cash and cash equivalents5,055,456Other assets607,163Total assets acquired17,093,860Total liabilities assumed41,314Net assets acquired17,052,546Total purchase price$17,052,546





Revenues


We generate revenue in the form of dividends, interest and capital gains on the debt securities, equity interests and CLOs that we hold. In addition, we may generate revenue from our portfolio companies in the form of commitment, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees. Any such fees will be recognized as earned.


Expenses


Our primary operating expenses will be the payment of advisory fees and other expenses under the Investment Advisory Agreement. The advisory fees will compensate our Adviser for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.


We will bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:


|  |                                                                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | corporate and organizational expenses relating to offerings of our common stock, subject to limitations included in the investment advisory and management services agreement;

|  |                                                                                                       
|- | ------------------------------------------------------------------------------------------------------
|• | the cost of calculating our net asset value, including the cost of any third-party valuation services;

|  |                                                                                               
|- | ----------------------------------------------------------------------------------------------
|• | the cost of effecting sales and repurchase of shares of our common stock and other securities;

|  |                          
|- | -------------------------
|• | investment advisory fees;

|  |                                                                                                                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | fees payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;

|  |                                   
|- | ----------------------------------
|• | transfer agent and custodial fees;

|  |                                                     
|- | ----------------------------------------------------
|• | fees and expenses associated with marketing efforts;

|  |                                     
|- | ------------------------------------
|• | federal and state registration fees;

|  |                                
|- | -------------------------------
|• | federal, state and local taxes;

|  |                                          
|- | -----------------------------------------
|• | independent directors’ fees and expenses;




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|  |                                                              
|- | -------------------------------------------------------------
|• | costs of proxy statements, stockholders’ reports and notices;

|  |                                                                                                             
|- | ------------------------------------------------------------------------------------------------------------
|• | fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;

|  |                                                                            
|- | ---------------------------------------------------------------------------
|• | direct costs such as printing, mailing, long distance telephone, and staff;

|  |                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------
|• | fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act;

|  |                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------
|• | costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws;

|  |                                           
|- | ------------------------------------------
|• | brokerage commissions for our investments;

|  |                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------
|• | legal, accounting and other costs associated with structuring, negotiating, documenting and completing our investment transactions;

|  |                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|• | all other expenses incurred by our Adviser, in performing its obligations, subject to the limitations included in the Investment Advisory Agreement; and

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | all other expenses incurred by either our Administrator or us in connection with administering our business, including payments to our Administrator under the Administration Agreement that will be based upon our allocable portion of its overhead and other expenses incurred in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our chief executive officer, chief compliance officer and chief financial officer and their respective staffs.

Reimbursement of our Administrator for Administrative Services


We will reimburse our Administrator for the administrative expenses necessary for its performance of services to us. Such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. However, such reimbursement is made in an amount equal to the lower of the Administrator’s actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. We will not reimburse our Administrator for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of our Administrator.





Portfolio and Investment Activity


During the three months ended  September 30, 2019 , purchases of investment securities (excluding short-term securities) were $ 10,434,610 . During the same period, sales and redemptions of investment securities (excluding short-term securities) were $ 1,622,438 . As of September 30, 2019 , our investment portfolio, with a total fair value of $32,134,038 , consisted of interests in 55 investments (79% in senior secured loans, 3% in senior unsecured bonds, 2% in equity/other and 16% in CLO - subordinated notes).


During the three months ended September 30, 2018, there were no purchases of investment securities (excluding short-term securities). During the same period, sales and redemptions of investment securities (excluding short-term securities) were $294,646. During the three months ended September 30, 2018, one of our Subordinated Structured Notes were deemed to have an other-than-temporary loss. In accordance with ASC 325-40, Beneficial Interest in Securitized Financial Assets, we recorded a total loss of $20,261 related to this investment for the amount our amortized cost exceeded fair value as of the respective determination dates. As of September 30, 2018, our investment portfolio, with a total fair value of $10,475,535, consisted of interests in 27 investments (66% in senior unsecured bonds, 5% in senior secured bonds, and 29% in CLO - subordinated notes).


Portfolio Holdings


As of September 30, 2019 , our investment portfolio, with a total fair value of $ 32,134,038 , consisted of interests in 32 portfolio companies and 20 structured subordinated notes. The following table presents certain selected information regarding our portfolio composition and weighted average yields as of September 30, 2019 and June 30, 2019 :





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As of September 30, 2019As of June 30, 2019Fair ValueAs Percent of Total Fair ValueFair ValueAs Percent of Total Fair ValueSenior Secured Loans-First Lien$23,317,10572%$15,825,87066%Senior Secured Loans-Second Lien2,189,6017%2,505,22710%Equity/Other593,4142%570,8162%Senior Unsecured Bonds982,5203%402,1632%Structured subordinated notes5,051,39816%4,715,48720%Total$32,134,038100%$24,019,563100%Number of portfolio companies3236Number of Structured subordinated notes2017% Variable Rate (based on fair value)(1)97%98%% Fixed Rate (based on fair value)(1)3%2%% Weighted Average Yield Variable Rate (based on fair value)(1)12%11%% Weighted Average Yield Fixed Rate (based on fair value)(1)12%12%(1) The interest rate by type information is calculated using the Company’s debt portfolio and excludes equity.








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The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of September 30, 2019 and June 30, 2019 :


September 30, 2019IndustryInvestments at Fair ValuePercentage of PortfolioStructured Finance$5,051,39816%High Tech Industries4,703,37315%Healthcare & Pharmaceuticals4,691,68915%Telecommunications3,727,80711%Services: Business2,465,7738%Media: Broadcasting & Subscription2,166,8457%Construction & Building1,754,6425%Services: Consumer1,016,9993%Sovereign & Public Finance995,6123%Financial982,5203%Media: Advertising, Printing & Publishing949,1113%Retail887,1902%Beverage, Food & Tobacco499,8882%Automotive498,9932%Transportation: Cargo486,9062%Consumer483,9261%Hotel, Gaming & Leisure458,8661%Energy: Oil & Gas312,5001%Total$32,134,038100%June 30, 2019IndustryInvestments at Fair ValuePercentage of PortfolioStructured Finance$4,715,48720%High Tech Industries3,960,67115%Healthcare & Pharmaceuticals2,975,99612%Services: Business2,780,78812%Media: Broadcasting & Subscription1,675,6947%Hotel, Gaming & Leisure1,138,3415%Services: Consumer1,100,0935%Media: Advertising, Printing & Publishing947,1424%Retail905,0204%Beverage, Food & Tobacco498,6882%Transportation: Cargo497,1812%Automotive496,2262%Consumer496,1342%Media: Diversified & Production489,6852%Telecommunications479,0042%Energy: Oil & Gas461,2502%Financial402,1632%Total$24,019,563100%





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We do not “control” any of our portfolio companies, each as defined in the 1940 Act. We are an affiliate of Injured Workers Pharmacy, LLC (held through ACON IWP Investors I, L.L.C.). In general, under the 1940 Act, we would be presumed to “control” a portfolio company if we owned 25% or more of its voting securities and would be an “affiliate” of a portfolio company if we owned 5% or more of its voting securities.


The following table shows the composition of our investment portfolio by level of control as of September 30, 2019 and June 30, 2019 :


September 30, 2019June 30, 2019Level of ControlCost% of PortfolioFair Value% of PortfolioCost% of PortfolioFair Value% of PortfolioAffiliate$472,3571%$593,4142%$472,3572%$570,8162%Non-Control/Non-Affiliate33,021,28099%31,540,62498%24,426,01398%23,448,74798%Total Investments$33,493,637100%$32,134,038100%$24,898,370100%$24,019,563100%








Results of Operations - Comparison of the three months ended  September 30, 2019 and September 30, 2018


Investment Income


For the three months ended September 30, 2019 and 2018, we generated $ 748,644 and $ 314,140 respectively, in investment income in the form of interest and fees earned on our debt portfolio. Such revenues were entirely cash income and non-cash portions related to the accretion of discounts. For three months ended  September 30, 2019 , PIK interest included in interest income totaled $29. There was no PIK interest for the three months ended  September 30, 2018 .


Operating Expenses


Total operating expenses before expense limitation support and waiver of offering costs totaled $ 755,329 and $ 720,107 for the three months ended September 30, 2019 and 2018, respectively, and consisted primarily of amortization of offering costs, base management fees, administrator costs, legal expense, audit and tax expense, and adviser shared service expense. The base management fees for the three months ended September 30, 2019 and 2018, respectively, were $ 157,409 and $ 57,679 . The amortization of offering costs for the three months ended September 30, 2019 and 2018, respectively, were $ 120,606 and $ 30,445 . The adviser shared service expense for the three months ended September 30, 2019 and 2018, respectively, were $ 0 and $ 7,210 . The legal expenses for the three months ended September 30, 2019 and 2018, respectively, were $ 25,358 and $ 439,169 . Pursuant to the expense limitation support payment (discussed below), the sponsor reimbursed the Company $ (157,409) and $ (126,851) for the three months ended September 30, 2019 and 2018, respectively.





Net Investment Income


Our net investment income (loss) totaled $ 150,724 and $ (279,116) for the three months ended September 30, 2019 and 2018, respectively.


Net Realized Gains/Losses from Investments


We measure realized gains or losses by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized.


For the three months ended September 30, 2019 and 2018, respectively, we received proceeds from sales and repayments on unaffiliated investments of $ 1,622,438 and $ 9,854,278 , from which we realized net losses of $ (264,029) and $ (5,354)


Net Unrealized Gains/Losses on Investments


Net change in unrealized gains (losses) on investments reflects the net change in the fair value of our investment portfolio. For the three months ended September 30, 2019 and 2018, respectively, net unrealized losses totaled $ (480,792) and $ (137,230) , respectively.











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Financial Condition, Liquidity and Capital Resources


We will generate cash primarily from the net proceeds of our offering, and from cash flows from fees (such as management fees), interest and dividends earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use of funds will be investments in companies, and payments of our expenses and distributions to holders of our common stock.


The offering of our common stock represents a continuous offering of our shares. The initial offering of our common stock commenced on September 4, 2012 and terminated on March 1, 2016. On March 17, 2016, we commenced the follow-on offering of our common stock, which follow-on offering is currently ongoing. We intend to file post-effective amendments to our registration statement to allow us to continue our offering for three years. On September 26, 2019, we filed with  the SEC an amendment to our registration statement, which was declared effective September 26, 2019, in order to continue our continuous public offering of our shares.


The Dealer Manager is not required to sell any specific number or dollar amount of shares but will use its best efforts to sell the shares offered. The minimum investment in shares of our common stock is $5,000.


On May 17, 2019, the Company decreased its offering price from $11.43 per share to $11.38 per share. The decrease in the offering price is effective for all closings occurring on or after May 17, 2019. We will sell our shares on a continuous basis at a price of $11.38 per share. To the extent our net asset value increases, we will sell at a price necessary to ensure that shares are not sold at a price per share, after deduction of selling commissions and dealer manager fees, that is below our net asset value per share. In connection with each closing, our board of directors or a committee thereof is required, within 48 hours of the time that each closing and sale is made, to make the determination that we are not selling shares of our common stock at a price per share which, after deducting upfront selling commissions, if any, is below the then-current net asset value per share of the applicable class. Promptly following any such adjustment to the offering price per share, we will file a prospectus supplement with the SEC disclosing the adjusted offering price, and we appropriately publish the updated information.





We may borrow funds to make investments at any time, including before we have fully invested the proceeds of our offering, to the extent we determine that additional capital would allow us to take advantage of investment opportunities, or if our board of directors determines that leveraging our portfolio would be in our best interests and the best interests of our stockholders. We have not yet decided, however, whether, and to what extent, we will finance portfolio investments using debt. We do not currently anticipate issuing any preferred stock.





The North American Securities Administrators Association, in its Omnibus Guidelines Statement of Policy adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time, requires that our sponsor and its affiliates have an aggregate financial net worth, exclusive of home, automobile and home furnishings, of 5% of the first $20,000 of both the gross amount of securities currently being offered and the gross amount of any originally issued direct participation program sold by our sponsor and its affiliates within the last 12 months, plus 1% of all amounts in excess of the first $20,000.  Based on these requirements, our sponsor and its affiliates have an aggregate net worth in excess of those amounts required by the Omnibus Guidelines Statement of Policy.








Contractual Obligations


We have entered into certain contracts under which we have material future commitments. On March 31, 2019, we entered into the Investment Advisory Agreement with Prospect Flexible Income Management, LLC in accordance with the 1940 Act. The Investment Advisory Agreement became effective upon consummation of the Merger. Prospect Flexible Income Management serves as our investment adviser in accordance with the terms of the Investment Advisory Agreement. Payments under the Investment Advisory Agreement in each reporting period will consist of (i) a management fee equal to a percentage of the value of our gross assets and (ii) income and capital gains incentive fees based on our performance.


On March 31, 2019, we entered into the Administration Agreement with Prospect Administration pursuant to which Prospect Administration furnishes us with administrative services necessary to conduct our day-to-day operations. The Administration Agreement with Prospect Administration became effective upon consummation of the Merger. We reimburse Prospect Administration for its allocable portion of overhead incurred by Prospect Administration in performing its obligations under the Administration Agreement, including rent and its allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs and other administrative support personnel. We have engaged Bank of New York Mellon and affiliated entities to act as our custodian. We have also contracted with Phoenix American Financial Services to act as our transfer agent, plan administrator, distribution paying agent and registrar.


If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect





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to receive under the Investment Advisory Agreement and the Administration Agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.


Off-Balance Sheet Arrangements


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.





Credit Facility





On May 16, 2019, we established a $50 million senior secured revolving credit facility (the “Credit Facility”) with Royal Bank of Canada, a Canadian chartered bank (“RBC”), acting as administrative agent. In connection with the credit facility, our wholly owned financing subsidiary, TP Flexible Funding, LLC (the “SPV”), as borrower, and each of the other parties thereto, entered into a Revolving Loan Agreement, dated as of May 16, 2019 (the “Loan Agreement”).  The SPV is a wholly-owned subsidiary of the Company that was formed to facilitate the transactions under the Credit Facility.  Under the terms of the Credit Facility, the SPV holds certain of the securities that would otherwise be owned by the Company to be used as the borrowing base and collateral under the Credit Facility.  Income paid on these investments is distributed to the Company pursuant to a waterfall after taxes, fees, expenses, and debt service. The lenders under the Credit Facility have a security interest in the investments held by the SPV.  Although these investments are owned by the SPV, because the SPV is a wholly-owned subsidiary of the Company, the Company is subject to all of the benefits and risks associated with the Credit Facility and the investments held by the SPV.





The Credit Facility matures on May 21, 2029 and generally bears interest at a rate of three-month LIBOR plus 1.55%. The Credit Facility is secured by substantially all of the SPV’s properties and assets. Under the Loan Agreement, the SPV has made certain customary representations and warranties and is required to comply with various covenants, including reporting requirements and other customary requirements for similar credit facilities. The Loan Agreement includes usual and customary events of default for credit facilities of this nature.


Recent Developments


Management has evaluated all known subsequent events through the date the accompanying financial statements were available to be issued on November 13, 2019 and notes the following:


Sales of Common Stock


For the period beginning October 1, 2019 and ending November 13, 2019 , the Company issued 12,227 shares pursuant to its distribution reinvestment plan in the amount of $ 130,824 .


Investment Activity


During the period from October 1, 2019 and ending November 13, 2019 , the Company made 2 investments totaling $2,250,000 .


Tender Offer


On September 6, 2019, we made an offer to investors in Triton Pacific Investment Corporation as of September 30, 2019 as part of the Special Tender Offer to purchase up to 402,918 shares of the Company’s issued and outstanding Class A common stock, at a price equal to the net asset value per share determined as of October 8, 2019.  The offer expired at 4:00 P.M., Eastern Time, on October 4, 2019 and a total of 34,489 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased all of the shares validly tendered and not withdrawn at a price equal to $9.46 per share for an aggregate purchase price of approximately $326,262. The repurchase for the three months ended September 30, 2019, was effective and paid after September 30, 2019 and therefore is not included in capital transactions for the three months ended September 30, 2019.


Distributions


On October 3, 2019, the Company’s board of directors declared distributions for the months of October 2019 and November 2019 , which reflected an annualized distribution rate of 6.0% .  On November 13, 2019, the Company’s board of directors declared distributions for the months of December 2019, January 2020 and February 2020, which reflected an annualized distribution rate of 6.0% .  The distributions have weekly record dates as of the close of business of each week in October 2019, November 2019, December 2019, January 2020 and February 2020 and equal a weekly amount of $0.01310 per share of common stock. The distributions will be payable monthly to stockholders of record as of the weekly record dates set forth below.





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Record DatePayment DateDistribution Amount10/4/201910/31/2019$0.0131010/11/201910/31/2019$0.0131010/18/201910/31/2019$0.0131010/25/201910/31/2019$0.0131011/1/201912/5/2019$0.0131011/8/201912/5/2019$0.0131011/15/201912/5/2019$0.0131011/22/201912/5/2019$0.0131011/29/201912/5/2019$0.0131012/6/20191/3/2020$0.0131012/13/20191/3/2020$0.0131012/20/20191/3/2020$0.0131012/27/20191/3/2020$0.013101/3/20202/7/2020$0.013101/10/20202/7/2020$0.013101/17/20202/7/2020$0.013101/24/20202/7/2020$0.013101/31/20202/7/2020$0.013102/7/20203/6/2020$0.013102/14/20203/6/2020$0.013102/21/20203/6/2020$0.013102/28/20203/6/2020$0.01310








Distributions


General


We elected to be treated, beginning with our fiscal year ending December 31, 2012, and intend to qualify annually thereafter, as a RIC under the Code. To obtain and maintain RIC tax treatment, we must, among other things, distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of: (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year) and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no federal income tax.


While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.


Our board of directors has authorized, and has declared, cash distributions on our common stock on a monthly basis since the second quarter of 2015. The amount of each such distribution is subject to our board of directors’ discretion and applicable legal restrictions related to the payment of distributions. We calculate each stockholder’s specific distribution amount for the month using record and declaration dates, and distributions will begin to accrue on the date we accept subscriptions for shares of our common stock. From time to time, we may also pay interim distributions at the discretion of our board of directors. Each year a statement on Internal Revenue Service Form 1099-DIV (or any successor form) identifying the source of the distribution (i.e., paid from ordinary income, paid from net capital gain on the sale of securities, and/or a return of paid-in capital surplus which is a nontaxable distribution) will be mailed to our stockholders. Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from our offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes.


We have adopted an “opt in” distribution reinvestment plan for our common stockholders. As a result, when we make a distribution, stockholders will receive distributions in cash unless they specifically “opt in” to the distribution reinvestment plan so as to have





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their cash distributions reinvested in additional shares of our common stock. Any distributions reinvested under the plan will nevertheless remain taxable to U.S. stockholders.


Related Party Transactions


Administration Agreement





On September 2, 2014, Pathway Capital Opportunity Fund, Inc. (“PWAY”) entered into an administration agreement (the “Administration Agreement”) with Prospect Administration LLC (the “Administrator”), an affiliate of the Adviser. Pursuant to the Merger, Prospect Administration LLC became our administrator. The Administrator performs, oversees and arranges for the performance of administrative services necessary for the operation of the Company. These services include, but are not limited to, accounting, finance and legal services. For providing these services, facilities and personnel, the Company reimburses the Administrator for the Company's actual and allocable portion of expenses and overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and the Company's allocable portion of the costs of its Chief Financial Officer and Chief Compliance Officer and her staff. For the three months ended September 30, 2019 and 2018, administrative costs incurred by the Company to the Administrator were $ 163,793 and $ 68,750 , respectively. As of September 30, 2019 and June 30, 2019 , $ 345,375 and $ 341,235 was payable to the Administrator.





Allocation of Expenses


The cost of valuation services for CLOs is initially borne by PRIS, which then allocates to the Company its proportional share of such expense. During the three months ended September 30, 2019 and 2018, PRIS incurred $20,793 and $16,251, respectively, in expenses related to valuation services that are attributable to the Company. The Company reimburses PRIS for these expenses and includes them as part of valuation services on the Statement of Operations . As of September 30, 2019 and June 30, 2019 , $39,119 and $32,314, respectively of expense is due to PRIS, which is presented as part of due to affiliates on the Statement of Assets and Liabilities .


The cost of filing software is initially borne by PSEC, which then allocates to the Company its proportional share of such expense. During the three months ended September 30, 2019 and 2018, PSEC incurred $2,351 and $3,119, respectively in expenses related to the filing services that are attributable to the Company. The Company reimburses PSEC for these expenses and includes them as part of general and administrative expenses on the Statement of Operations . As of September 30, 2019 and June 30, 2019 , $2,351 and $2,348 of expense was due to PSEC, respectively, which is presented as part of due to affiliates on the Statement of Assets and Liabilities .


The cost of portfolio management software is initially borne by the Company, which then allocates to PSEC its proportional share of such expense. During the three months ended September 30, 2019 and 2018, the Company incurred $0 and $5,992, respectively, in expenses related to the portfolio management software that is attributable to PSEC. PSEC reimburses the Company for these expenses and included them as part of general and administrative expenses on the Statement of Operations . As of September 30, 2019 and June 30, 2019 , $0 of expense is due from PSEC, which is presented as due from affiliate on the Statement of Assets and Liabilities .


Dealer Manager Agreement





The Company and its Adviser have entered into a dealer manager agreement with Triton Pacific Securities, LLC pursuant to which the Company and will pay the dealer manager a fee of up to 6% of gross proceeds raised in the Company's offering, some of which will be re-allowed to other participating broker-dealers. Triton Pacific Securities, LLC is an affiliated entity of the Former Adviser and is partially owned by one of our directors, Craig Faggen.





Expense Limitation Agreement





The Company has entered into an expense limitation agreement with the Adviser pursuant to which the Adviser, in its sole discretion, may waive a portion or all of the investment advisory fees that it is entitled to receive under the Investment Advisory Agreement in order to limit the Company's operating expenses to an annual rate, expressed as a percentage of the Company's average quarterly net assets, equal to 8.00%. See “Expense Limitation Agreement” below.





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Expense Limitation Agreement


Expense Reimbursement Agreement with our Former Adviser


On March 27, 2014, we and our Former Adviser entered into an Expense Reimbursement Agreement. The Expense Reimbursement Agreement was amended and restated effective April 5, 2018. Under the Expense Reimbursement Agreement, as amended, our Former Adviser, in consultation with the Company, could pay up to 100% of both our organizational and offering expenses and our operating expenses, all as determined by us and our Former Adviser. The Expense Reimbursement Agreement stated that until the net proceeds to us from our offering are at least $25 million, our Former Adviser could pay up to 100% of both our organizational and offering expenses and our operating expenses. After we received at least $25 million in net proceeds from our offering, our Former Adviser could, with our consent, continue to make expense support payments to us in such amounts as are acceptable to us and our Former Adviser. The Expense Reimbursement Agreement terminated on December 31, 2018. Our Former Adviser has agreed to reimburse a total of $5,292,192 as of December 31, 2018. However, as part of the Merger, the Former Adviser agreed to waive any amounts owed to it under the Expense Reimbursement Agreement.


Expense Limitation Agreement with the Adviser


Concurrently with the closing of the Merger, we entered into an Expense Limitation Agreement with our Adviser (the “ELA”). Pursuant to the ELA, our Adviser, in its sole discretion, may waive a portion or all of the investment advisory fees that it is entitled to receive pursuant to the Investment Advisory Agreement in order to limit our Operating Expenses (as defined below) to an annual rate, expressed as a percentage of our average quarterly net assets, equal to 8.00% (the “Annual Limit”). For purposes of the ELA, the term “Operating Expenses” with respect to the fund, is defined to include all expenses necessary or appropriate for the operation of the fund, including but not limited to our Adviser’s base management fee, any and all costs and expenses that qualify as line item “organization and offering” expenses in the financial statements of the fund as the same are filed with the SEC and other expenses described in the Investment Advisory Agreement, but does not include any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses and dividend expenses related to short sales), interest expenses and other financing costs, extraordinary expenses and acquired fund fees and expenses. Upfront shareholder transaction expenses (such as sales commissions, dealer manager fees, and similar expenses) are not Operating Expenses.


Any amount waived pursuant to the ELA is subject to repayment to our Adviser (an “ELA Reimbursement”) by us within the three years following the end of the quarter in which the waiver was made by our Adviser. If the ELA is terminated or expires pursuant to its terms, our Adviser maintains its right to repayment for any waiver it has made under the ELA, subject to the Repayment Limitations (discussed below).


Any ELA Reimbursement can be made solely in the event that we have sufficient excess cash on hand at the time of any proposed ELA Reimbursement and shall be limited to the lesser of (i) the excess of the Annual Limit applicable to such quarter over the fund’s actual Operating Expenses for such quarter and (ii) the amount of ELA Reimbursement which, when added to the fund’s expenses for such quarter, permits the fund to pay the then-current aggregate quarterly distribution to its shareholders, at a minimum annualized rate of at least 6.00% (based on the gross offering prices of fund shares) (the “Distribution”) from the sum of (x) the fund’s net investment income (loss) for such quarter plus (y) the fund’s net realized gains (losses) for such quarter (collectively, the “Repayment Limitations”). For the purposes of the calculations pursuant to (i) and (ii) of the preceding sentence, any ELA Reimbursement will be treated as an expense of the fund for such quarter, without regard to the GAAP treatment of such expense. In the event that the fund is unable to make a full payment of any ELA Reimbursements due for any applicable quarter because the fund does not have sufficient excess cash on hand, any such unpaid amount shall become a payable of the fund for accounting purposes and shall be paid when the fund has sufficient cash on hand (subject to the Repayment Limitations); provided, that in the case of any ELA Reimbursements, such payment shall be made no later than the date that is three years following the end of the quarter in which the applicable waiver was made by our Adviser.


Investment Advisory Fees


Pre-Merger


Pursuant to the investment advisory agreement, we paid our Former Adviser a fee for investment advisory and management services consisting of a base management fee and an incentive fee. The base management fee is calculated at a quarterly rate of 0.5% of our average gross assets (including amounts borrowed for investment purposes) and payable quarterly in arrears. For the first quarter of our operations, the base management fee was calculated based on the initial value of our gross assets. Subsequently, the base management fee for any calendar quarter is calculated based on the average value of our gross assets at the end of that and the immediately preceding quarters, appropriately adjusted for any share issuances or repurchases during that quarter. The base management fee may or may not be taken in whole or in part at the discretion of our Adviser. All or any part of the base management fee not taken as to any quarter shall be accrued without interest and may be taken in such other quarter as our Adviser shall determine. The base management fee for any partial quarter will be appropriately pro-rated.





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Though, in accordance with the Advisers Act, the Adviser could have received an incentive fee on both current income earned and income from capital gains, the Adviser agreed to waive any incentive fees from current income. As such, the Adviser is paid an incentive fee only upon the realization of a capital gain from the sale of an investment. The incentive fee is calculated and payable quarterly in arrears or as of the date of our liquidation or the termination of the investment advisory agreement, and equals 20% of our realized capital gains on a cumulative basis from inception through the end of each quarter, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.





For purposes of the foregoing: (1) the calculation of the incentive fee shall include any capital gains that result from cash distributions that are treated as a return of capital, (2) any such return of capital will be treated as a decrease in our cost basis for the relevant investment and (3) all fiscal year-end valuations will be determined by us in accordance with GAAP, applicable provisions of the 1940 Act and our pricing procedures. In determining the incentive fee payable to our Adviser, we will calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each of the investments in our portfolio. For this purpose, aggregate realized capital gains, if any, will equal the sum of the positive differences between the net sales prices of our investments, when sold, and the cost of such investments since inception. Aggregate realized capital losses will equal the sum of the amounts by which the net sales prices of our investments, when sold, is less than the original cost of such investments since inception. Aggregate unrealized capital depreciation will equal the sum of the difference, if negative, between the valuation of each investment as of the applicable date and the original cost of such investment. At the end of the applicable period, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee will equal the aggregate realized capital gains less aggregate realized capital losses and less aggregate unrealized capital depreciation with respect to our portfolio investments. If this number is positive at the end of such period, then the incentive fee for such period will be equal to 20% of such amount, less the aggregate amount of any incentive fees paid in all prior periods.


While the investment advisory agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, pursuant to an interpretation of an American Institute of Certified Public Accountants, or AICPA, Technical Practice Aid for investment companies, we include unrealized gains in the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to our Advisor as if our entire portfolio was liquidated at its fair value as of the balance sheet date even though our Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.


The organizational and offering expense and other expense reimbursements may include a portion of costs incurred by our Adviser or its members or affiliates on our behalf for legal, accounting, printing and other offering expenses, including for marketing, salaries and direct expenses of its employees, employees of its affiliates and others while engaged in registering and marketing the shares of our common stock, which shall include development of marketing and marketing presentations and training and educational meetings and generally coordinating the marketing process for us and may also include amounts reimbursed by us to our Dealer Manager for actual bona fide due diligence expenses incurred by our Dealer Manager or participating broker-dealers in an aggregate amount that is reasonable in relation to the gross proceeds raised in our offering and which are supported by detailed, itemized invoices. None of the reimbursements referred to above will exceed actual expenses incurred by our Adviser, its members or affiliates. Our Adviser will reimburse to us, without recourse or reimbursement by us, any organizational and offering expenses to the extent those expenses, when aggregated with sales load, exceed 15.0%.


Post-Merger


Following the Merger, we entered into a new investment advisory agreement (the “New Advisory Agreement”) with the Adviser. Pursuant to which we pay the Adviser a fee for investment advisory and management services consisting of a base management fee and an incentive fee.


Base Management Fee . The base management fee will be calculated at an annual rate of 1.75% (0.4375% quarterly) of our average total assets, which will include any borrowings for investment purposes. For the first quarter of our operations following the Merger, the base management fee will be calculated based on the average value of our total assets as of the date of the New Advisory Agreement and at the end of the calendar quarter in which the date of the New Advisory Agreement falls, and will be appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Subsequently, the base management fee will be payable quarterly in arrears, and will be calculated based on the average value of our total assets at the end of the two most recently completed calendar quarters, and will be appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial month or quarter will be appropriately pro-rated. At the Adviser’s option, the base management fee for any period may be deferred, without interest thereon, and paid to the Adviser at any time subsequent to any such deferral as the Adviser determines.





Incentive Fee . The incentive fee consists of two parts: (1) the subordinated incentive fee on income and (2) the capital gains incentive fee.





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Subordinated Incentive Fee on Income. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding quarter. For purposes of this fee “pre-incentive fee net investment income” means interest income, dividend income and distribution cash flows from equity investments and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses reimbursed under the New Advisory Agreement and our new Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the organization and offering expenses and subordinated incentive fee on income). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The subordinated incentive fee on income is subject to a quarterly fixed preferred return to investors, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, of 1.5% (6.0% annualized), subject to a “catch up” feature. Operating expenses are included in the calculation of the subordinated incentive fee on income.


We will pay our Adviser a subordinated incentive fee on income for each calendar quarter as follows:


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|• | No incentive fee will be payable to our Adviser in any calendar quarter in which our pre-incentive fee net investment income does not exceed the preferred return rate of 1.5%.

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|• | 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the preferred return but is less than or equal to 1.875% in any calendar quarter (7.5% annualized). We refer to this portion of our pre-incentive fee net investment income (which exceeds the preferred return but is less than or equal to 1.875%) as the “catch-up.” The effect of the “catch-up” provision is that, if our pre-incentive fee net investment income reaches 1.875% in any calendar quarter, our Adviser will receive 20.0% of our pre-incentive fee net investment income as if a preferred return did not apply.

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|• | 20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 1.875% in any calendar quarter (7.5% annualized) will be payable to our Adviser. This reflects that once the preferred return is reached and the catch-up is achieved, 20.0% of all pre-incentive fee net investment income thereafter will be allocated to our Adviser.

Capital Gains Incentive Fee . The second part of the incentive fee, which is referred to as the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year (or upon termination of the New Advisory Agreement, as of the termination date), and equals 20.00% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year. In determining the capital gains incentive fee payable to the Adviser, we will calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each investment that has been in our portfolio. For the purpose of this calculation, an “investment” is defined as the total of all rights and claims which may be asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equal the sum of the differences between the aggregate net sales price of each investment and the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate realized capital losses equal the sum of the amounts by which the aggregate net sales price of each investment is less than the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equals the sum of the differences, if negative, between the aggregate valuation of each investment and the aggregate amortized cost basis of such investment as of the applicable calendar year-end. At the end of the applicable calendar year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee involves netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis and then reducing this amount by the aggregate unrealized capital depreciation. If this number is positive, then the capital gains incentive fee payable is equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception. Operating expenses are not taken into account when determining capital gains incentive fees.








Asset Coverage


In accordance with the 1940 Act, the Company is currently only allowed to borrow amounts such that its “asset coverage,” as defined in the 1940 Act, is at least 150% after such borrowing. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the 1940 Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. “Senior securities” for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.


On March 23, 2018, an amendment to Section 61(a) of the 1940 Act was signed into law to permit BDCs to reduce the minimum “asset coverage” ratio from 200% to 150%, so long as certain approval and disclosure requirements are satisfied. In addition, for BDCs like the Company whose securities are not listed on a national securities exchange, the Company is also required to offer to repurchase its outstanding shares at the rate of 25% per quarter over four calendar quarters. Under the existing 200% minimum asset coverage ratio, the Company is permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity, and under the 150% minimum asset coverage ratio, the Company will be permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a) of the 1940 Act, as amended, permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1 to 1 to a maximum of 2 to 1.





At the special meeting held on March 15, 2019, the Company’s stockholders approved the application to the Company of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the 1940 Act. As a result, and subject to certain additional disclosure requirements and the repurchase obligations described above, the minimum asset coverage ratio applicable to the Company was reduced from 200% to 150%, effective as of March 16, 2019.








Critical Accounting Policies


This discussion of our expected operating plans is based upon our expected financial statements, which will be prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements will require our 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 will describe our critical accounting policies in the notes to our future financial statements.


Valuation of Portfolio Investments


The Company determines the fair value of its investment portfolio each quarter. Securities that are publicly-traded are valued at the reported closing price on the valuation date. The fair values of the Company’s investments are determined in good faith by the Company’s board of directors. The Company’s board of directors is solely responsible for the valuation of the Company’s portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and consistently applied valuation process.


In connection with that determination, the Adviser provides the Company’s board of directors with portfolio company valuations which are based on relevant inputs which may include indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by third-party valuation services.


We follow guidance under U.S. GAAP, which classifies the inputs used to measure fair values into the following hierarchy:


Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.


Level 2. Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities on an inactive market, or other observable inputs other than quoted prices.


Level 3. Unobservable inputs for the asset or liability.


In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.


Securities traded on a national securities exchange are valued at the last sale price on such exchange on the date of valuation or, if there was no sale on such day, at the mean between the last bid and asked prices on such day or at the last bid price on such day in the absence of an asked price. Securities traded on the Nasdaq market are valued at the Nasdaq official closing price (“NOCP”) on the day of valuation or, if there was no NOCP issued, at the last sale price on such day. Securities traded on the Nasdaq market for which there is no NOCP and no last sale price on the day of valuation are valued at the mean between the last bid and asked prices on such day or at the last bid price on such day in the absence of an asked price.


Securities traded in the over-the-counter market are valued by an independent pricing agent or more than one principal market maker, if available, otherwise a principal market maker or a primary market dealer. We value over-the-counter securities by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by an independent pricing agent and screened for validity by such service.





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For most of our investments, market quotations are not readily available. With respect to such investments, or when such market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process for each quarter, as described below, and such investments are classified in Level 3 of the fair value hierarchy:


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|1. | Each portfolio company or investment is reviewed by investment professionals of the Adviser with the independent valuation firms engaged by our board of directors.

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|2. | The independent valuation firms prepare independent valuations based on their own independent assessments and issue their reports.

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|3. | The audit committee of our board of directors (the “Audit Committee”) reviews and discusses with the independent valuation firms the valuation reports, and then makes a recommendation to our board of directors of the value for each investment.

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|4. | Our board of directors discusses valuations and determines the fair value of such investments in our portfolio in good faith based on the input of the Adviser, the respective independent valuation firms and the Audit Committee.




Our non-CLO investments are valued utilizing a broker quote, yield technique, enterprise value (“EV”) technique, net asset value technique, liquidation technique, discounted cash flow technique, or a combination of techniques, as appropriate. The yield technique uses loan spreads for loans and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV technique, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine the EV, we typically use a market (multiples) valuation approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent merger and acquisitions transactions, and/or a discounted cash flow technique. The net asset value technique, an income approach, is used to derive a value of an underlying investment by dividing a relevant earnings stream by an appropriate capitalization rate. The liquidation technique is intended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow technique converts future cash flows or earnings to a range of fair values from which a single estimate may be derived utilizing an appropriate discount rate. The fair value measurement is based on the net present value indicated by current market expectations about those future amounts.


Generally, our investments in loans are classified as Level 3 fair value measured securities under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”).


The types of factors that are taken into account in fair value determination include, as relevant, market changes in expected returns for similar investments, performance improvement or deterioration, security covenants, call protection provisions, and information rights, the nature and realizable value of any collateral, the issuer’s ability to make payments and its earnings and cash flows, the principal markets in which the issuer does business, comparisons to traded securities, and other relevant factors.


Our investments in CLOs are classified as Level 3 fair value measured securities under ASC 820 and are valued using a discounted multi-path cash flow model. The CLO structures are analyzed to identify the risk exposures and to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations, which is a simulation used to model the probability of different outcomes, to generate probability-weighted (i.e., multi-path) cash flows from the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market as well as certain benchmark credit indices are considered, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the multi-path cash flows. We are not responsible for and have no influence over the asset management of the portfolios underlying the CLO investments we hold, as those portfolios are managed by non-affiliated third-party CLO collateral managers. The main risk factors are default risk, prepayment risk, interest rate risk, downgrade risk, and credit spread risk.


Valuation of Other Financial Assets and Financial Liabilities


ASC 825, Financial Instruments, specifically ASC 825-10-25, permits an entity to choose, at specified election dates, to measure eligible items at fair value (the "Fair Value Option"). We have not elected the Fair Value Option to report selected financial assets and financial liabilities.


Investment Risks


Our investments are subject to a variety of risks. Those risks include the following:


Market Risk


Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument.





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Credit Risk


Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us.


Liquidity Risk


Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high volatility and financial stress at a reasonable price.


Interest Rate Risk


Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing financial instrument.


Prepayment Risk


Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making us less likely to fully earn all of the expected income of that security and reinvesting in a lower yielding instrument.


Structured Credit Related Risk


CLO investments may be riskier and less transparent to us than direct investments in underlying companies. CLOs typically will have no significant assets other than their underlying senior secured loans. Therefore, payments on CLO investments are and will be payable solely from the cash flows from such senior secured loans.


Revenue Recognition


The Company records interest income on an accrual basis to the extent it expects to collect such amounts. The Company records dividend income on the ex-dividend date. The Company does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. Loan origination fees, original issue discount and market discount are capitalized and the Company accretes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. Upfront structuring fees are recorded as fee income when earned. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.


Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Accretion of such purchase discounts or amortization of such premiums is calculated using the effective interest method as of the settlement date and adjusted only for material amendments or prepayments. Upon the prepayment of a bond, any unamortized discount or premium is recorded as interest income.


Interest income from investments in the “equity” positions of CLOs (typically income notes or subordinated notes) is recorded based on an estimation of an effective yield to expected maturity utilizing assumed future cash flows in accordance with ASC 325-40, Beneficial Interest in the Securitized Financial Assets . The Company monitors the expected cash inflows from CLO equity investments, including the expected residual payments, and the estimated effective yield is determined and updated periodically. In accordance with ASC 325-40, Beneficial Interest in Securitized Financial Assets , investments in CLOs are periodically assessed for other-than-temporary impairment (“OTTI”). When the Company determines that a CLO has OTTI, the amortized cost basis of the CLO is written down to its fair value as of the date of the determination based on events and information evaluated and that write-down is recognized as a realized loss


Paid-In-Kind Interest


The Company has certain investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision, which represents contractual interest or dividends that are added to the principal balance and recorded as income. For the three months ended September 30, 2019 and 2018, PIK interest included in interest income totaled $29 and $0, respectively. The Company stops accruing PIK interest when it is determined that PIK interest is no longer collectible. To maintain RIC tax treatment, and to avoid corporate tax, substantially all of this income must be paid out to the stockholders in the form of distributions, even though the Company has not yet collected the cash.


Net Realized and Net Change in Unrealized Gains or Losses


Gains or losses on the sale of investments are calculated by using the specific identification method. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront





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fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are realized.


Due to and from Adviser


Amounts due from the Adviser are for amounts waived under the ELA (as such term is defined in Note 4) and amounts due to the Adviser are for base management fees, incentive fees, operating expenses paid on our behalf and offering and organization expenses paid on our behalf. The due to and due from Adviser balances are presented gross on the Consolidated Statements of Assets and Liabilities. All balances due from the Adviser are settled quarterly.


Offering Costs and Expenses


The Company will incur certain costs and expenses in connection with registering to sell shares of its common stock. These costs and expenses principally relate to certain costs and expenses for advertising and sales, printing and marketing costs, professional and filing fees. Offering costs incurred by the Company are capitalized to deferred offering costs on the Consolidated Statements of Assets and Liabilities and amortized to expense over the 12 month period following such capitalization on a straight line basis. Prior to the Merger, there were offering and organizational costs due to the PWAY Adviser (as such term is defined in Note 4).


Federal and State Income Taxes


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 intends to continue to comply with the requirements of the Code applicable to RICs. As a RIC, the Company is required to distribute at least 90% of its investment company taxable income and intends to distribute (or retain through a deemed distribution) all of its investment company taxable income and net capital gain to stockholders; therefore, the Company has made no provision for income taxes. The character of income and gains that the Company will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.


If the Company does not distribute (or is not deemed to have distributed) at least 98% of its annual ordinary income and 98.2% of its net capital gains in the calendar year earned, it will generally be required to pay an excise tax equal to 4% of the amount by which 98% of its annual ordinary income and 98.2% of its capital gains exceeds the distributions from such taxable income for the year. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, it accrues excise taxes, if any, on estimated excess taxable income. As of September 30, 2019 , the Company does not expect to have any excise tax due for the 2019 calendar year. Thus, the Company has not accrued any excise tax for this period.


If the Company fails to satisfy the annual distribution requirement or otherwise fails to qualify as a RIC in any taxable year, it would be subject to tax on all of its taxable income at regular corporate income tax rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. Distributions would generally be taxable to the Company’s individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of its current and accumulated earnings and profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Code, corporate distributions would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, the Company would be required to distribute to our shareholders our accumulated earnings and profits attributable to non-RIC years. In addition, if the Company failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, it would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.


The Company follows ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. As of September 30, 2019 , the Company did not record any unrecognized tax benefits or liabilities. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, its major tax jurisdiction is federal. The Company’s federal tax returns for the tax years ended December 31, 2015 and thereafter remain subject to examination by the Internal Revenue Service.











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Dividends and Distributions


Dividends and distributions to common stockholders are recorded on the record date. The amount, if any, to be paid as a monthly dividend or distribution is approved by our Board of Directors quarterly and is generally based upon our management's estimate of our future taxable earnings. Net realized capital gains, if any, are distributed at least annually.


Financing Costs


We record origination expenses related to our Revolving Credit Facility as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation of our Revolving Credit Facility. (See Note 11 for further discussion).


Per Share Information


Net increase or decrease in net assets resulting from operations per share is calculated using the weighted average number of common shares outstanding for the period presented. In accordance with ASC 946, convertible securities are not considered in the calculation of net asset value per share. As of September 30, 2019 , there were no issued convertible securities.


Recent Accounting Pronouncements


In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses  (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the financial instruments impairment guidance so that an entity is required to measure expected credit losses for financial assets based on historical experience, current conditions and reasonable and supportable forecasts. As such, an entity will use forward-looking information to estimate credit losses. ASU 2016-13 also amends the guidance in FASB ASC Subtopic No. 325-40, Investments-Other, Beneficial Interests in Securitized Financial Assets, related to the subsequent measurement of accretable yield recognized as interest income over the life of a beneficial interest in securitized financial assets under the effective yield method. ASU 2016-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact, if any, of adopting this ASU on our consolidated financial statements.





In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The standard will modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU No. 2018-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted upon issuance of this ASU. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.





SEC Disclosure Update and Simplification


In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification , amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance. We have adopted the amendments during three months ended  September 30, 2019 and have retrospectively applied the presentation to prior period statements presented.


Prior to adoption and in accordance with previous SEC rules, we presented distributable earnings (loss) on the Consolidated Statements of Assets and Liabilities , as three components: 1) accumulated overdistributed net investment income; 2) accumulated net unrealized gain (loss) on investments; and 3) accumulated net realized gain (loss) on investments. We also presented distributions from earnings on the Consolidated Statements of Changes in Net Assets as distributions from net investment income. In accordance with the SEC Release, distributable earnings and distributions from distributable earnings are shown in total on the Consolidated Statements of Assets and Liabilities and Consolidated Statements of Changes in Net Assets , respectively. The changes in presentation have been retrospectively applied to the prior period statements presented.





The following table provides the reconciliation of the components of distributable earnings (loss) to conform to the current period presentation for the three months ended September 30, 2018:





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Overdistributed net investment incomeRealized gains (losses)Net unrealized lossDistributable earnings (loss)Balance as of June 30, 2018(187,902)37,548(356,386)(506,740)Net Increase in Net Assets Resulting from Operations:Net investment income(279,116)——(279,116)Net realized losses—(5,354)—(5,354)Net change in net unrealized losses——(137,230)(137,230)Distributions to Shareholders:Distributions from net investment income————Balance as of September 30, 2018(467,018)32,194(493,616)(928,440)





Tax Cuts and Jobs Act


On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act (the “Tax Act”), which significantly changed the Code, including, a reduction in the corporate income tax rate, a new limitation on the deductibility of interest expense, and significant changes to the taxation of income earned from foreign sources and foreign subsidiaries. The Tax Act also authorizes the IRS to issue regulations with respect to the new provisions. We cannot predict how the changes in the Tax Act, or regulations or other guidance issued under it, might affect us, our business or the business of our portfolio companies. However, our portfolio companies may or may not make certain elections under the Tax Act that could materially increase their taxable earnings and profits. Any such increase in the earnings and profits of a portfolio company may result in the characterization of certain distributions sourced from sale proceeds as dividend income, which may increase our distributable taxable income.








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Item 3: Quantitative and Qualitative Disclosures About Market Risk.


We are subject to financial market risks, including changes in interest rates. As of September 30, 2019 , 97% (based on fair value) of our investments paid variable interest rates and 3% paid fixed rates (considering interest rate flows for floating rate instruments, excluding our investments in equity and structured subordinated notes). A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to certain variable rate investments we hold and to declines in the value of any fixed rate investments we may hold in the future.


The following table shows the estimated annual impact of changes in interest rates (considering interest rate flows for floating rate instruments, excluding our investments in equity and structured subordinated notes) on our interest income, interest expense and net interest income, assuming no changes in our investment portfolio in effect as of September 30, 2019 :


LIBOR Basis Point ChangeInterest IncomeInterest ExpenseNet Investment IncomeUp 300 basis points$804,630$465,000$339,630Up 200 basis points$536,420$310,000$226,420Up 100 basis points$268,210$155,000$113,210Down 25 basis points$(67,053)$(38,750)$(28,303)





Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would increase, which may reduce our net investment income. 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.





We may also face risk due to the lack of liquidity in the marketplace which could prevent us from raising sufficient funds to adequately invest in a broad pool of assets. We are subject to other financial market risks, including changes in interest rates. However, at this time, with no portfolio investments, this risk is immaterial.





In addition, we may have risk regarding portfolio valuation. See “Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Investments.”








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Item 4: Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


As of September 30, 2019 , we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.


Change in Internal Control Over Financial Reporting


There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2019 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





PART II





Item 1. Legal Proceedings





From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to intellectual property, employment, tax, regulation, contract or other matters. The resolution of such matters as may arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any material legal proceedings as of September 30, 2019 .








Item 1A. Risk Factors





In addition to the other information set forth in this report, you should carefully consider the factors discussed below and the risk factors in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2019 , which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.





Changes relating to the LIBOR calculation process may adversely affect the value of the LIBOR-indexed, floating-rate debt securities in our portfolio.





In the recent past, concerns have been publicized that some of the member banks surveyed by the British Bankers’ Association, or the “BBA,” in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate applicable to them in order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those they actually submitted. A number of BBA member banks entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in various jurisdictions are ongoing.





In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021. It is unclear if at that time whether LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. In addition, in April 2018, the Federal Reserve System, in conjunction with the Alternative Reference Rates Committee, announced the replacement of LIBOR with a new index, calculated by short-term repurchase agreements collateralized by U.S. Treasury securities, called the Secured Overnight Financing Rate, or the SOFR. At this time, it is not possible to predict whether SOFR will attain market traction as a LIBOR replacement tool, and the future of LIBOR is still uncertain. As such, the potential effect of the phase-out or replacement of LIBOR on our cost of capital and net investment income cannot yet be determined.





Actions by the BBA, the United Kingdom Financial Conduct Authority or other regulators or law enforcement agencies as a result of these or future events, may result in changes to the manner in which LIBOR is determined. Potential changes, or uncertainty related to such potential changes may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities or the value of our portfolio of LIBOR-indexed, floating-rate debt securities.








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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds





Not applicable.








Item 3. Default Upon Senior Securities





Not applicable.








Item 4. Mine Safety Disclosures





Not applicable.








Item 5. Other Information





Not applicable.








Item 6. Exhibits





The following exhibits are filed as part of this report or hereby incorporated into this report by reference to exhibits previously filed with the SEC (according to the number assigned to them in Item 601 of Regulation S-K):





Exhibit No.





3.1 Fourth Amended Articles of Incorporation(1)


3.2 Articles Supplementary(2)


3.3 Articles Supplementary(3)


3.4 Amended and Restated Bylaws(4)


3.5 Amendment No. 1 to Amended and Restated Bylaws of the Registrant(5)


4 Articles of Merger of the Registrant(6)


|     |                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 | Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

|     |                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 | Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

|     |                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|32.1 | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

|     |                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|32.2 | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

________________________





*    Filed herewith.





|    |                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to Exhibit 2(a) to the Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-2 (SEC File No. 333-174873) filed with the SEC on November 1, 2013.

|    |                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference to Exhibit 2(a)(1) to the Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (SEC File No. 333-206730) filed with the SEC on March 3, 2016).

|    |                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------
|(3) | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on September 23, 2019.

|    |                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Incorporated by reference to Exhibit 2(b) to the Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-2 (SEC File No. 333-174873) filed with the SEC on March 15, 2013).

|    |                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------
|(5) | Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on April 1, 2019.

|    |                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------
|(6) | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on April 1, 2019.







70


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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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 on November 13, 2019 .





TP FLEXIBLE INCOME FUND, INC.





By: /s/ M. Grier Eliasek


M. Grier Eliasek


Chief Executive Officer


(Principal Executive Officer)





By: /s/ Kristin Van Dask


Kristin Van Dask


Chief Financial Officer


(Principal Accounting and Financial Officer)











71