LETTER
TO STOCKHOLDERS AND MANAGEMENT DISCUSSION OF COMPANY PERFORMANCE
Dear
Fellow Stockholders:
We
are pleased to provide you with the enclosed report of Eagle Point Income Company Inc. (“we,” “us,” “our”
or the “Company”) for the six months ended June 30, 2022.
The
Company’s primary investment objective is to generate high current income, with a secondary objective to generate capital appreciation.
We seek to achieve these objectives by investing primarily in junior debt tranches of collateralized loan obligations (“CLOs”)
rated “BB” (e.g., BB+, BB or BB-, or their equivalent). In addition, the Company may invest in CLO Equity securities (up
to 35% of its total assets at the time of investment) and other securities and instruments that are consistent with our investment objectives.
While
the CLO market continues to command attention from investors worldwide, we believe the CLO market, and CLO junior debt in particular,
remains inefficient and attractive. In less efficient markets, specialization matters and the Company benefits from the investment experience
of Eagle Point Income Management LLC (our “Adviser”), which applies its proprietary, private equity style investment process
to this fixed income market. This process seeks to maximize returns while mitigating potential risks. We believe the scale and experience
of our Adviser and its affiliates in CLO investing provides the Company with meaningful advantages.
The
first six months of 2022 proved to be challenging as global markets continued to price in increased risk of recession, persistent inflation,
geopolitical instability and the impact of supply chain challenges. For risk assets, it was one of the worst half-year performances on
record. We witnessed the largest first-half decline in the S&P 500 in over 60 years, with the index falling 21%. High yield bonds
declined over 14%, the second-largest six month loss on record (trailing only the second half of 2008). Investment grade bonds also declined
over 14%, the largest six month loss in almost 14 years.
Loans
meaningfully outperformed many other asset classes in the first half of 2022. The senior secured nature of the asset class, along with
their floating rate structure, allowed loans to remain more resilient through the challenging first half.
We believe our Adviser’s
proactive management of the portfolio, and the fact that our CLO junior debt securities are all floating rate, positions us well to generate
increasing net investment income (“NII”) in a rising rate environment. Given the continued increase in interest rates, the
Company was pleased to increase its common monthly distribution by 4% to $0.125 per share from $0.12 per share in April 2022. Recently,
the Company announced an additional increase of 12% to $0.14 per share, beginning in October 2022.
Past
performance is not indicative of, or a guarantee of, future performance.
Please see page 11 for endnotes. | 2 |
![](https://content.edgar-online.com/edgar_conv_img/2022/08/16/0001104659-22-091535_tm2223389d1_ncsrs-img002.jpg)
For the six months
ended June 30, 2022, the Company had a decrease in net assets resulting from operations of $18.7 million, or $2.69 per weighted average
common share1 (inclusive of unrealized losses). This represents a return on our common equity of approximately -16.21% for
the six months ended June 30, 2022.2 During the first half of 2022, we paid $0.74 per share in cash distributions to our common
stockholders, which is in addition to the special distribution of $0.20 paid on January 24, 2022 to holders of record on December
23, 2021. From December 31, 2021 through June 30, 2022, the Company’s net asset value (“NAV”) declined by 18.5% from
$16.76 per common share to $13.66. We believe this decline was principally due to short term changes in market spreads for many of our
securities and is not an indicator of a permanent impairment of value.
For the six months ended
June 30, 2022, recurring cash flows from our investment portfolio were $10.7 million, or $1.54 per weighted average common share, exceeding
total expenses and our regular common distribution by $0.33 per weighted average common share. With the interest rates on our CLO debt
securities all being floating rate, we could see additional upside to the income our investments currently generate during the second
half of 2022 as interest rates continue to rise.
We
continue to prudently and actively manage the Company’s capital structure while raising capital to take advantage of available
investment opportunities. During the first half of 2022, the Company raised $4.8 million of additional common equity and 5.00% Series A
Term Preferred Stock due 2026 (“Series A Term Preferred Stock”) through our at-the-market (“ATM”) program,
with net proceeds utilized to increase our liquidity and expand our investment portfolio.
As
of July 31, 2022, we have $7.0 million in cash and available borrowing capacity on our balance sheet. We are confident our portfolio
continues to provide long-term fundamental value, and believe the rising rate environment and our increased exposure to CLO equity will
further enhance the portfolio’s earning ability. The weighted average effective yield on our junior debt and equity portfolio was
12.08% as of June 30, 2022.
As
of July 31, 2022, management’s unaudited estimate of the range of the Company’s NAV per common share was between $14.18
and $14.22. The midpoint of this range represents an increase of 4.0% compared to the NAV per common share as of June 30, 2022.
Past
performance is not indicative of, or a guarantee of, future performance.
Please see page 11 for endnotes. | 3 |
![](https://content.edgar-online.com/edgar_conv_img/2022/08/16/0001104659-22-091535_tm2223389d1_ncsrs-img002.jpg)
Company
Overview
Common
Stock
The
Company’s common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “EIC.” As of June 30,
2022, the NAV per share of the Company’s common stock was $13.66. The trading price of our common stock may, and often does, differ
from NAV per share.
The
closing price per share of our common stock was $15.46 on June 30, 2022, representing a 13.18% premium to NAV per share.3
As
of July 31, 2022, the closing price per share of common stock was $15.62, a premium of 10.00% compared to the midpoint of management’s
unaudited and estimated NAV range of $14.18 to $14.22 as of July 31, 2022.
For the quarters ended
March 31, 2022 and June 30, 2022, the Company recorded net investment income and net realized gains of $0.33 and $0.41 per weighted average
common share, respectively, in line with the aggregate monthly common distributions for the same period. With the prospects of multiple
additional interest rate increases in the near term, we believe our portfolio of floating rate investments has the potential to perform
well in the latter half of 2022.
During
the six months ended June 30, 2022, the Company paid to common stockholders aggregate distributions totaling $0.94 per share of
common stock, inclusive of a $0.20 per share special distribution. An investor who purchased common stock as part of our IPO in July 2019
has received total cash distributions of $4.24 per share through June 30, 2022. A portion of these distributions was comprised of
a return of capital.4
We
also want to highlight the Company’s dividend reinvestment plan for common stockholders. This plan allows common stockholders to
have their distributions automatically reinvested into new shares of common stock. If the prevailing market price of our common stock
exceeds our NAV per share, such reinvestment is at a discount (up to five percent) to the prevailing market price. We encourage all common
stockholders to carefully review the terms of the plan. See “Dividend Reinvestment Plan” in the enclosed report.
Past
performance is not indicative of, or a guarantee of, future performance.
Please see page 11 for endnotes. | 4 |
![](https://content.edgar-online.com/edgar_conv_img/2022/08/16/0001104659-22-091535_tm2223389d1_ncsrs-img002.jpg)
Other
Securities
In
addition to our common stock, the Company has a preferred equity security which trades on the NYSE, summarized below:
Security | |
NYSE
Symbol | |
Par
Amount Outstanding | |
Rate | |
Payment
Frequency | |
Callable | |
Maturity |
5.00%
Series A Term Preferred Stock due 2026 | |
EICA | |
$38.0
million | |
5.00% | |
Monthly | |
October 2023 | |
October
2026 |
Leverage
As
of June 30, 2022, we had $21.6 million in outstanding borrowings from the Company’s $25 million revolving credit facility.
This, coupled with our Series A Term Preferred Stock, represents leverage of 38.9% of total assets.
Over
the long term, management expects the Company to operate under normal market conditions generally with leverage of between 25% and 35%
of total assets (less current liabilities). Based on applicable market conditions at any given time, or should significant opportunities
present themselves, the Company may incur leverage in excess of this amount, subject to applicable regulatory and contractual limits.
Monthly
Common Distributions
The
Company declared and paid three monthly distributions of $0.12 per share of common stock from January 2022 through March 2022,
declared and paid four monthly distributions of $0.125 per share of common stock from April 2022 through July 2022, declared
two monthly distributions of $0.125 per share of common stock for August 2022 and September 2022, and declared three monthly
distributions of $0.14 per share of common stock from October 2022 through December 2022. The Company paid a cumulative $0.86
per share of common stock in 2022 as of July 31.4 Please note that the actual frequency, components and amount of such
distributions are subject to variation over time.
Past
performance is not indicative of, or a guarantee of, future performance.
Please see page 11 for endnotes. | 5 |
![](https://content.edgar-online.com/edgar_conv_img/2022/08/16/0001104659-22-091535_tm2223389d1_ncsrs-img002.jpg)
Special
Distributions to Common Stock
In
order to maintain our tax status as a regulated investment company (“RIC”), the Company is generally required to pay distributions
to holders of its common stock in an amount equal to substantially all of the Company’s taxable income within one year of the end
of its tax year.
In
our case, for our tax year ending December 31, 2021, we estimated taxable income to exceed the $1.13 per common share distributed with respect to the 2021 tax year. As a result, the Company declared a special distribution of $0.20 per common
share that was paid on January 24, 2022 to stockholders of record as of December 23, 2021.
Portfolio
Overview
First
Half 2022 Portfolio Update
For
the six months ended June 30, 2022, the Company made 6 new CLO debt and equity investments with total purchase proceeds of approximately
$14.1 million. The CLO debt purchased had a weighted average yield of 10.09% at the time of purchase. The CLO equity securities that
we purchased had a weighted average effective yield (“WAEY”) of 14.59% at the time of purchase.
As
of June 30, 2022, we had 62 CLO investments in our portfolio, the large majority of which are BB-rated (or equivalent) CLO debt.
The WAEY on the aggregate portfolio of CLO debt and equity investments was 12.08%, based on amortized cost, as of such date.
For the six months
ended June 30, 2022, the Company had a decrease in net assets resulting from operations of $18.7 million, or $2.69 per weighted average
common share (inclusive of unrealized gains and losses).
Our
Adviser continues to evaluate attractive investment opportunities on our behalf both in the primary and secondary markets. Maintaining
exposure to varied CLO vintage periods remains an important part of our investment approach.
Included
within the enclosed report, you will find detailed portfolio information, including certain look-through information related to the underlying
collateral characteristics of the investments we held as of June 30, 2022.
Past
performance is not indicative of, or a guarantee of, future performance.
Please see page 11 for endnotes. | 6 |
![](https://content.edgar-online.com/edgar_conv_img/2022/08/16/0001104659-22-091535_tm2223389d1_ncsrs-img002.jpg)
Market
Overview
Loan
Market
Senior
secured loans to larger US companies comprise the vast majority of our CLOs’ underlying portfolios. The Credit Suisse Leverage
Loan Index5 (“CSLLI”), which is a broad index followed by many tracking the corporate loan market, generated a
total return of -4.45% in the first half of 2022. Despite the negative return, U.S. leveraged loans have continued to outperform most
other risk assets.
While
nearly all loans fell in price during the first half, the dispersion between riskier and higher-quality issuers increased, as lower-rated
borrowers were more significantly discounted in the secondary market. Importantly, loan downgrades remain limited with CCC-rated loans
accounting for approximately 4% of the market at quarter end.
The
percentage of loans trading below 80 increased just modestly quarter-over-quarter and they represented less than 3% of the market at
June 30. The majority of loans were priced in the low 90s. As we have stated in the past, we expect CLOs that are within their reinvestment
periods that are able to reinvest par repayments from existing loans into discounted loans in the secondary market will be net beneficiaries
over the medium term. For existing CLOs, an environment of loan price volatility, continued par prepayments on loans and limited defaults
allows for greater relative value trading opportunities. Indeed, during the second quarter, the annualized prepayment rate for loans
was over 14%. In these markets, for newly issued CLOs, it is an attractive environment to ramp portfolios with new, high-quality loans
at handsome discounts to par. For secondary purchases, we are able to capitalize on materially discounted prices for CLO debt and equity
securities.
As
recessionary fears continue to weigh on the market, concerns over the impact of increasing inflation, rising interest rates and supply
chain issues remained amongst the prevailing risks identified by investors. The retail investor base took to a defensive risk-off position,
reversing flows into loan mutual funds. For the first half of 2022, mutual funds and ETFs investing in U.S. leveraged loans experienced
net inflows of $16.5 billion, compared to $27.7 billion of inflows for the same period in 2021.6
In
concert with spread widening, U.S. leveraged loan issuance slowed significantly and refinancing activity remained quiet. Institutional
loan issuance finished the first half of 2022 at $171.8 billion, compared to $330.7 billion for the first half of 2021. Total institutional
loans outstanding stood at $1.4 trillion as of June 30, 2022.
The
loan market recorded just two defaults in the first half of 2022. While defaults are expected to increase, the par-weighted default rate
for U.S. leveraged loans finished June at 0.28%, near all-time record lows. This compares to 1.25% at the end of June 2021
and the long-term default rate of 2.8%.7
Past
performance is not indicative of, or a guarantee of, future performance.
Please see page 11 for endnotes. | 7 |
![](https://content.edgar-online.com/edgar_conv_img/2022/08/16/0001104659-22-091535_tm2223389d1_ncsrs-img002.jpg)
We
remain aware of greater leverage used by many borrowers in the loan market (and in our underlying portfolios). Many corporate borrowers
took advantage of the strong demand for loans to refinance their existing debt, and in return, were able to extend the maturity dates
of their debt outstanding. As such, the vast majority of the loan market matures beyond 2025. Only 8.6% of the loans in the portfolios
of our underlying CLO junior debt and equity positions mature prior to 2025.
CLO
Market
The
CLO market maintained steady momentum of new CLO creation into the second quarter, one of few areas of issuance across risk assets. While
CLO liability spreads widened in parallel with the loan market, the underlying fundamentals for pricing a new CLO remained attractive.
Total volumes for U.S. CLO new issuance were lower year-over-year, but still recorded a healthy figure of $71 billion for the first half
of 2022.
In the primary market,
average CLO AAA spreads reached 200 basis points over SOFR at June 30, a 54 basis point increase quarter-over-quarter, and nearly 86 basis
points higher from the start of the year. Amidst the challenging macro and technical environment, a handful of U.S. money center banks
– historically some of the largest holders of CLO AAAs – paused on new commitments, putting further pressure on pricing. Through
July, liability costs have continued to push wider, with AAAs breaking the 200-point threshold for the first time since December 2020.
While
the new issue market remained open in the second quarter, many new CLOs were priced with less than optimal structures. In June specifically,
the market saw an increasing number of shorter-dated and static CLOs. As equity investors, we are acutely aware of the relationship between
a demonstrable track record of consistent and strong CLO performance, and a CLO manager’s ability to secure attractive financing
costs in periods like the present. For opportunistic equity investors able to secure CLO debt financing, a number of new “print-and-sprint”
CLOs also priced during the final month of the quarter.
CLO
refinancing and reset activity held to the sidelines for most of the first half of 2022. We expect near-term opportunities to refinance
to remain muted in the wake of widening liability costs. In total, $5 billion in refinancings and $20 billion in resets were completed
in the first half of 2022.
While
we have started to see distressed ratios within the loan market increase, concentrations of CCC-rated loans within CLOs remain low at
4% and overcollateralization cushions are healthy. Risk of a near-term disruption in cash flows remains minimal.
As
we look into the back half of the year, we remain constructive on the overall composition of our portfolio, but we acknowledge the uncertainties
ahead. The largest risk for the CLO asset class, in our opinion, continues to be mark-to-market volatility, not ultimate loss of capital.
It is this ability of CLOs to buy loans at large discounts to par (without any risk to its financing
Past
performance is not indicative of, or a guarantee of, future performance.
Please see page 11 for endnotes. | 8 |
![](https://content.edgar-online.com/edgar_conv_img/2022/08/16/0001104659-22-091535_tm2223389d1_ncsrs-img002.jpg)
structure)
in a stressed market environment that have enabled CLOs to exhibit strong performance
through multiple market cycles. While past performance is not a prediction of future results, the proven playbook of CLOs, with
locked-in financing longer than its assets, remains unchanged.
Additional
Information
In
addition to the Company’s regulatory requirement to file certain quarterly and annual portfolio information as described further
in the enclosed report, the Company makes certain unaudited portfolio information available each month on its website in addition to
making certain other unaudited financial information available on its website (www.eaglepointincome.com). This information includes (1) an
estimated range of the Company’s NII and realized capital gains or losses per share of common stock for each calendar quarter end,
generally made available within the first fifteen days after the applicable calendar month end, (2) an estimated range of the Company’s
NAV per share of common stock for the prior month end and certain additional portfolio-level information, generally made available within
the first fifteen days after the applicable calendar month end, and (3) during the latter part of each month, an updated estimate
of the Company’s NAV per share of common stock, if applicable, and, with respect to each calendar quarter end, an updated estimate
of the Company’s NII and realized capital gains or losses per share for the applicable quarter, if available.
Subsequent
Developments
Management’s
unaudited estimate of the range of the Company’s NAV per share of common stock was between $14.18 and $14.22 as of July 31,
2022. The midpoint of this range represents an increase of 4.0% compared to the NAV per common share as of June 30, 2022.
On
July 29, 2022, the Company paid a monthly distribution of $0.125 per common share to stockholders of record on July 11, 2022.
Additionally, and as previously announced, the Company declared distributions of $0.125 per share of common stock payable on each of
August 31, 2022 and September 30, 2022 to holders of record on August 11, 2022 and September 12, 2022, respectively.
In addition, on August 11, 2022 the Company declared distributions of $0.14 per share of common stock payable on each of October 31,
2022, November 30, 2022 and December 30, 2022 to holders of record on October 11, 2022, November 10, 2022 and December 12,
2022, respectively.
On
July 29, 2022, the Company paid a monthly distribution of $0.104167 per share of the Company’s Series A Term Preferred
Stock to holders of record on July 11, 2022. Additionally, and as previously announced, the Company declared distributions of $0.104167
per share on Series A Term Preferred Stock, payable on each of August 31, 2022, September 30, 2022, October 31, 2022,
November 30, 2022 and December 30, 2022 to holders of record on August 11, 2022, September 12, 2022, October 11,
2022, November 10, 2022 and December 12, 2022, respectively.
Past
performance is not indicative of, or a guarantee of, future performance.
Please see page 11 for endnotes. | 9 |
![](https://content.edgar-online.com/edgar_conv_img/2022/08/16/0001104659-22-091535_tm2223389d1_ncsrs-img002.jpg)
As
of July 31, 2022, the Company had $7.0 million of cash available for investment, inclusive of the undrawn commitment in the revolving
credit facility.
*
* * * *
Management
remains keenly focused on continuing to create value for our stockholders. We appreciate the trust and confidence our fellow stockholders
have placed in the Company.
Thomas
Majewski
Chairman
and Chief Executive Officer
This
letter is intended to assist stockholders in understanding the Company’s performance during the six months ended June 30,
2022. The views and opinions in this letter were current as of July 31, 2022. Statements other than those of historical facts included
herein may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks
and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors.
The Company undertakes no duty to update any forward-looking statement made herein. Information contained on our website is not incorporated
by reference into this stockholder letter and you should not consider information contained on our website to be part of this stockholder
letter or any other report we file with the Securities and Exchange Commission.
Past
performance is not indicative of, or a guarantee of, future performance.
Please see page 11 for endnotes. | 10 |
![](https://content.edgar-online.com/edgar_conv_img/2022/08/16/0001104659-22-091535_tm2223389d1_ncsrs-img002.jpg)
ABOUT
OUR ADVISER
Eagle
Point Income Management LLC is a specialist asset manager focused exclusively on investing in CLO securities and related investments.
As of June 30, 2022, our Adviser has approximately $7.2 billion of assets under management (inclusive of undrawn capital commitments).8
Notes
| 1 | “Weighted
average common share” is calculated based on the average daily number of shares of
common stock outstanding during the period and “per common share” refers to per
share of the Company’s common stock. |
| 2 | Return
on our common equity reflects the Company’s cumulative monthly performance net of applicable
expenses and fees measured against beginning capital adjusted for any common equity issued
during the period. |
| 3 | An
investment company trades at a premium when the market price at which its shares trade is
more than its net asset value per share. Alternatively, an investment company trades at a
discount when the market price at which its shares trade is less than its net asset value
per share. |
| 4 | To
date, a portion of common stock distributions has been estimated to be a return of capital
as noted under the Tax Information section on the Company’s website. The actual components
of the Company's distributions for U.S. tax reporting purposes can only be finally determined
as of the end of each fiscal year of the Company and are thereafter reported on Form 1099-DIV. |
| 5 | The
CSLLI tracks the investable universe of the US dollar-denominated leveraged loan market.
The performance of an index is not an exact representation of any particular investment,
as you cannot invest directly in an index. |
| 6 | JPMorgan
Chase & Co. North American Credit Research – JPM High Yield and Leveraged
Loan Research (cumulative 2022 reports). |
| 7 | “Par-weighted
default rate” represents the rate of obligors who fail to remain current on their loans
based on the par amount. |
| 8 | Calculated
in the aggregate with its affiliate Eagle Point Credit Management LLC. |
Past
performance is not indicative of, or a guarantee of, future performance.
Page Intentionally
Left Blank
Important
Information about this Report and Eagle Point Income Company Inc.
This report is
transmitted to the stockholders of Eagle Point Income Company Inc. (“we”, “us”, “our” or the “Company”)
and is furnished pursuant to certain regulatory requirements. This report and the information and views herein do not constitute investment
advice, or a recommendation or an offer to enter into any transaction with the Company or any of its affiliates. This report is provided
for informational purposes only, does not constitute an offer to sell securities of the Company and is not a prospectus. From time to
time, the Company may have a registration statement relating to one or more of its securities on file with the US Securities and Exchange
Commission (“SEC”). Any registration statement that has not yet been declared effective by the SEC, and any prospectus relating
thereto, is not complete and may be changed. Any securities that are the subject of such a registration statement may not be sold until
the registration statement filed with the SEC is effective.
The information
and its contents are the property of Eagle Point Income Management LLC (the “Adviser”) and/or the Company. Any unauthorized
dissemination, copying or use of this presentation is strictly prohibited and may be in violation of law. This presentation is being
provided for informational purposes only.
Investors
should read the Company’s prospectus and SEC filings (which are publicly available on the EDGAR Database on the SEC website at
http://www.sec.gov) carefully and consider their investment goals, time horizons and risk tolerance
before investing in the Company. Investors should consider the Company’s investment objectives, risks, charges and expenses carefully
before investing in securities of the Company. There is no guarantee that any of the goals, targets or objectives described in this report
will be achieved.
An investment in
the Company is not appropriate for all investors. The investment program of the Company is speculative, entails substantial risk and
includes investment techniques not employed by traditional mutual funds. An investment in the Company is not intended to be a complete
investment program. Shares of closed-end investment companies, such as the Company, frequently trade at a discount from their net asset
value (“NAV”), which may increase investors’ risk of loss. Past performance is not indicative of, or a guarantee of,
future performance. The performance and certain other portfolio information quoted herein represents information as of June 30,
2022. Nothing herein should be relied upon as a representation as to the future performance or portfolio holdings of the Company. Investment
return and principal value of an investment will fluctuate, and shares, when sold, may be worth more or less than their original cost.
The Company’s performance is subject to change since the end of the period noted in this report and may be lower or higher than
the performance data shown herein.
Neither the Adviser
nor the Company provide legal, accounting or tax advice. Any statement regarding such matters is explanatory and may not be relied upon
as definitive advice. Investors should consult with their legal, accounting and tax advisors regarding any potential investment. The
information presented herein is as of the dates noted herein and is derived from financial and other information of the Company, and,
in certain cases, from third party sources and reports (including reports of third party custodians, CLO managers and trustees) that
have not been independently verified by the Company. As noted herein, certain of this information is estimated and unaudited, and therefore
subject to change. We do not represent that such information is accurate or complete, and it should not be relied upon as such.
Forward-Looking Statements
This report may contain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical
facts included in this report may constitute forward-looking statements and are not guarantees of future performance or results and involve
a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of
a number of factors, including those described in the Company’s filings with the SEC. The Company undertakes no duty to update any
forward-looking statement made herein. All forward-looking statements speak only as of the date of this report.
Notes
1 | The summary of portfolio investments shown is based on the estimated
fair value of the underlying positions as of June 30, 2022. Cash and borrowing capacity represents cash net of pending trade settlements
and includes available capacity on the Company’s credit facility as of June 30, 2022. Borrowings under the credit facility
are subject to applicable regulatory and contractual limits. |
2 | The
information presented herein is on a look-through basis to the collateralized loan obligation,
or “CLO,” and other related investments held by the Company as of June 30,
2022 (except as otherwise noted) and reflects the aggregate underlying exposure of the Company
based on the portfolios of those investments. The data is estimated and unaudited and is
derived from CLO trustee reports received by the Company relating to June 2022 and from
custody statements and/or other information received from CLO collateral managers and other
third party sources. Information relating to the market price of underlying collateral is
as of month end; however, with respect to other information shown, depending on when such
information was received, the data may reflect a lag in the information reported. As such,
while this information was obtained from third party data sources, June 2022 trustee
reports and similar reports, other than market price, it does not reflect actual underlying
portfolio characteristics as of June 30, 2022 and this data may not be representative
of current or future holdings. The Weighted Average Remaining Reinvestment Period information
is based on the fair value of CLO equity and debt investments held by the Company at the
end of the reporting period. |
3 | Data
represents aggregate indirect exposure. We obtain exposure in underlying senior secured loans
indirectly through our CLO and related investments. |
4 | The
weighted average OC cushion senior to the security is calculated using the BBB OC cushion
for all BB-rated CLO debt securities in the portfolio and the BB OC cushion for all other
securities in the portfolio, in each case as held on June 30, 2022. |
5 | Credit
ratings shown are based on those assigned by Standard & Poor’s Rating Group,
or “S&P,” or, for comparison and informational purposes, if S&P does
not assign a rating to a particular obligor, the weighted average rating shown reflects the
S&P equivalent rating of a rating agency that rated the obligor provided that such other
rating is available with respect to a CLO or related investment held by us. In the event
multiple ratings are available, the lowest S&P rating, or if there is no S&P rating,
the lowest equivalent rating, is used. The ratings of specific borrowings by an obligor may
differ from the rating assigned to the obligor and may differ among rating agencies. For
certain obligors, no rating is available in the reports received by the Company. Such obligors
are not shown in the graphs and, accordingly, the sum of the percentages in the graphs may
not equal 100%. Ratings below BBB- are below investment grade. Further information regarding
S&P’s rating methodology and definitions may be found on its website (www.standardandpoors.com). |
6 | Industry
categories are based on the S&P industry categorization of each obligor as reported in
CLO trustee reports to the extent so reported. Certain CLO trustee reports do not report
the industry category of all of the underlying obligors and where such information is not
reported, it is not included in the summary look-through industry information shown. As such,
the Company’s exposure to a particular industry may be higher than that shown if industry
categories were available for all underlying obligors. In addition, certain underlying obligors
may be re-classified from time to time based on developments in their respective businesses
and/or market practices. Accordingly, certain underlying borrowers that are currently, or
were previously, summarized as a single borrower in a particular industry may in current
or future periods be reflected as multiple borrowers or in a different industry, as applicable. |
7 | Certain
CLO trustee reports do not provide the industry classification for certain underlying obligors.
These obligors are not summarized in the look-through industry data shown; if they were reflected,
they would represent 7.6%. |
Summary
of Certain Unaudited Portfolio Characteristics
The information presented below
is on a look–through basis to the collateralized loan obligation, or “CLO”, and other related investments held by the
Company as of June 30, 2022 (except as otherwise noted) and reflects the aggregate underlying exposure of the Company based on the
portfolios of those investments. The data is estimated and unaudited and is derived from CLO trustee reports received by the Company relating
to June 2022 and from custody statements and/or other information received from CLO collateral managers, or other third party sources.
Summary
of Portfolio Investments (as of 6/30/2022)1 |
![](https://content.edgar-online.com/edgar_conv_img/2022/08/16/0001104659-22-091535_tm2223389d1_ncsrsimg005.jpg)
Cash and Borrowing Capacity: $3.4 million1 |
INVESTMENT INCOME | |
| |
Interest income | |
$ | 8,464,677 | |
Other income | |
| 27,371 | |
Total Investment Income | |
| 8,492,048 | |
| |
| | |
EXPENSES | |
| | |
Interest expense | |
| 1,150,592 | |
Management fee | |
| 1,032,040 | |
Professional fees | |
| 295,515 | |
Administration fees | |
| 287,104 | |
Directors' fees | |
| 127,500 | |
Commission expense | |
| 61,255 | |
Tax expense | |
| 59,658 | |
Amortization of deferred financing costs | |
| 58,654 | |
Other expenses | |
| 222,977 | |
Total Expenses | |
| 3,295,295 | |
| |
| | |
NET INVESTMENT INCOME | |
| 5,196,753 | |
| |
| | |
REALIZED AND UNREALIZED GAIN (LOSS) | |
| | |
Net realized gain (loss) on investments | |
| 38,548 | |
Net change in unrealized appreciation (depreciation) on investments | |
| (24,652,972 | ) |
Net change in unrealized (appreciation) depreciation on liabilities at fair value under the fair value option | |
| 670,702 | |
NET REALIZED AND UNREALIZED GAIN (LOSS) | |
| (23,943,722 | ) |
| |
| | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | |
$ | (18,746,969 | ) |
See
accompanying notes to the financials statements
Eagle
Point Income Company Inc.
Statement
of Comprehensive Income
For
the six months ended June 30, 2022
(expressed
in U.S. dollars)
(Unaudited)
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS | |
$ | (18,746,969 | ) |
| |
| | |
OTHER
COMPREHENSIVE INCOME (LOSS) (1) | |
| | |
Change
in unrealized (appreciation) depreciation on liabilities at fair value under the fair value option | |
| 2,224,741 | |
Total
Other Comprehensive Income (Loss) | |
| 2,224,741 | |
| |
| | |
NET INCREASE (DECREASE)
IN NET ASSETS RESULTING FROM COMPREHENSIVE INCOME | |
$ | (16,522,228 | ) |
| (1) | See Note 2 "Summary of Significant
Accounting Policies- Other Financial Assets and Financial Liabilities at Fair Value" for further discussion relating to other comprehensive income. |
See
accompanying notes to the financials statements
Eagle
Point Income Company Inc.
Statements
of Operations
(expressed
in U.S. dollars)
(Unaudited)
| |
For the | | |
For the | | |
For the | |
| |
three months ended | | |
three months ended | | |
six months ended | |
| |
June 30, 2022 | | |
March 31, 2022 | | |
June 30, 2022 | |
INVESTMENT INCOME | |
| | | |
| | | |
| | |
Interest income | |
$ | 4,436,267 | | |
$ | 4,028,410 | | |
$ | 8,464,677 | |
Other Income | |
| 13,449 | | |
| 13,922 | | |
| 27,371 | |
Total Investment Income | |
| 4,449,716 | | |
| 4,042,332 | | |
| 8,492,048 | |
| |
| | | |
| | | |
| | |
EXPENSES | |
| | | |
| | | |
| | |
Interest expense | |
| 596,897 | | |
| 553,695 | | |
| 1,150,592 | |
Management fee | |
| 496,126 | | |
| 535,914 | | |
| 1,032,040 | |
Professional fees | |
| 87,615 | | |
| 207,900 | | |
| 295,515 | |
Administration fees | |
| 137,556 | | |
| 149,548 | | |
| 287,104 | |
Directors' fees | |
| 63,750 | | |
| 63,750 | | |
| 127,500 | |
Commission expense | |
| - | | |
| 61,255 | | |
| 61,255 | |
Tax expense | |
| 15,000 | | |
| 44,658 | | |
| 59,658 | |
Amortization of deferred financing costs | |
| 29,327 | | |
| 29,327 | | |
| 58,654 | |
Other expenses | |
| 122,615 | | |
| 100,362 | | |
| 222,977 | |
Total Expenses | |
| 1,548,886 | | |
| 1,746,409 | | |
| 3,295,295 | |
| |
| | | |
| | | |
| | |
NET INVESTMENT INCOME | |
| 2,900,830 | | |
| 2,295,923 | | |
| 5,196,753 | |
| |
| | | |
| | | |
| | |
REALIZED AND UNREALIZED GAIN (LOSS) | |
| | | |
| | | |
| | |
Net realized gain (loss) on investments | |
| 22,924 | | |
| 15,624 | | |
| 38,548 | |
Net change in unrealized appreciation (depreciation) on investments | |
| (21,310,621 | ) | |
| (3,342,351 | ) | |
| (24,652,972 | ) |
Net change in unrealized (appreciation) depreciation on liabilities at fair value under the fair value option | |
| 483,324 | | |
| 187,378 | | |
| 670,702 | |
NET REALIZED AND UNREALIZED GAIN (LOSS) | |
| (20,804,373 | ) | |
| (3,139,349 | ) | |
| (23,943,722 | ) |
| |
| | | |
| | | |
| | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | |
$ | (17,903,543 | ) | |
$ | (843,426 | ) | |
$ | (18,746,969 | ) |
Note: The above Statements of Operations represents the three months ended June 30, 2022, the three months ended March 31, 2022 and the six months ended June 30, 2022 and has been provided as supplemental information to the financial statements.
See accompanying notes
to the financials statements
Eagle
Point Income Company Inc.
Statements
of Operations
(expressed
in U.S. dollars)
(Unaudited)
| |
For the | | |
For the | |
| |
six months ended | | |
six months ended | |
| |
June 30, 2022 | | |
June 30, 2021 | |
INVESTMENT INCOME | |
| | | |
| | |
Interest income | |
$ | 8,464,677 | | |
$ | 5,188,971 | |
Other income | |
| 27,371 | | |
| - | |
Total Investment Income | |
| 8,492,048 | | |
| 5,188,971 | |
| |
| | | |
| | |
EXPENSES | |
| | | |
| | |
Interest expense | |
| 1,150,592 | | |
| 231,083 | |
Management fee | |
| 1,032,040 | | |
| 786,202 | |
Professional fees | |
| 295,515 | | |
| 244,514 | |
Administration fees | |
| 287,104 | | |
| 229,678 | |
Directors' fees | |
| 127,500 | | |
| 127,500 | |
Commission expense | |
| 61,255 | | |
| - | |
Tax expense | |
| 59,658 | | |
| 26,250 | |
Amortization of deferred financing costs | |
| 58,654 | | |
| 29,537 | |
Other expenses | |
| 222,977 | | |
| 161,153 | |
Total Expenses | |
| 3,295,295 | | |
| 1,835,917 | |
| |
| | | |
| | |
NET INVESTMENT INCOME | |
| 5,196,753 | | |
| 3,353,054 | |
| |
| | | |
| | |
REALIZED AND UNREALIZED GAIN (LOSS) | |
| | | |
| | |
Net realized gain (loss) on investments | |
| 38,548 | | |
| 302,904 | |
Net change in unrealized appreciation (depreciation) on investments | |
| (24,652,972 | ) | |
| 2,357,312 | |
Net change in unrealized (appreciation) depreciation on liabilities at fair value under the fair value option | |
| 670,702 | | |
| - | |
NET REALIZED AND UNREALIZED GAIN (LOSS) | |
| (23,943,722 | ) | |
| 2,660,216 | |
| |
| | | |
| | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | |
$ | (18,746,969 | ) | |
$ | 6,013,270 | |
See
accompanying notes to the financials statements
Eagle
Point Income Company Inc.
Statements
of Changes in Net Assets
(expressed
in U.S. dollars, except share amounts)
(Unaudited)
| |
For the | | |
For the | |
| |
six months ended | | |
year ended | |
| |
June
30, 2022 | | |
December
31, 2021 | |
Net increase (decrease) in net assets
resulting from operations: | |
| | | |
| | |
Net
investment income | |
$ | 5,196,753 | | |
$ | 6,100,347 | |
Net realized gain
(loss) on investments | |
| 38,548 | | |
| 423,464 | |
Net change in
unrealized appreciation (depreciation) on investments | |
| (24,652,972 | ) | |
| 1,523,590 | |
Net change in
unrealized (appreciation) depreciation on liabilities at fair value under the fair value
option | |
| 670,702 | | |
| (39,626 | ) |
Total net increase
(decrease) in net assets resulting from operations | |
| (18,746,969 | ) | |
| 8,007,775 | |
| |
| | | |
| | |
Other comprehensive income (loss): | |
| | | |
| | |
Net
change in unrealized (appreciation) depreciation on liabilities at fair value under the fair value option | |
| 2,224,741 | | |
| (786,374 | ) |
Total other comprehensive
income (loss) | |
| 2,224,741 | | |
| (786,374 | ) |
| |
| | | |
| | |
Common stock distributions: | |
| | | |
| | |
Common stock distributions from net investment
income | |
| (5,111,780 | ) | |
| (8,414,218 | ) |
Common stock distributions
from tax return of capital | |
| - | | |
| - | |
Total common stock
distributions | |
| (5,111,780 | ) | |
| (8,414,218 | ) |
| |
| | | |
| | |
Capital share transactions: | |
| | | |
| | |
Issuance of shares of common stock upon
the Company's follow-on offering, net of underwriting discounts, commissions and
offering expenses | |
| - | | |
| 11,247,376 | |
Issuance of shares of common stock pursuant to the
Company's "at the market" program, net of commissions and offering expenses | |
| 1,803,138 | | |
| 2,115,159 | |
Issuance of shares
of common stock pursuant to the Company's dividend reinvestment plan | |
| 66,881 | | |
| 59,313 | |
Total capital share
transactions | |
| 1,870,019 | | |
| 13,421,848 | |
| |
| | | |
| | |
Total increase (decrease) in net assets | |
| (19,763,989 | ) | |
| 12,229,031 | |
Net assets at beginning
of period | |
| 115,349,167 | | |
| 103,120,136 | |
Net assets at
end of period | |
$ | 95,585,178 | | |
$ | 115,349,167 | |
| |
| | | |
| | |
Capital share activity: | |
| | | |
| | |
Shares of common stock issued pursuant
to overnight offering | |
| - | | |
| 648,000 | |
Shares of common stock issued pursuant
to the Company's "at the market" program | |
| 111,622 | | |
| 124,007 | |
Shares of common
stock issued pursuant to the Company's dividend reinvestment plan | |
| 4,179 | | |
| 3,499 | |
Total increase (decrease)
in capital share activity | |
| 115,801 | | |
| 775,506 | |
See
accompanying notes to the financials statements
Eagle
Point Income Company Inc.
Statement
of Cash Flows
For
the six months ended June 30, 2022
(expressed
in U.S. dollars)
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
Net increase (decrease) in net assets resulting from operations | |
$ | (18,746,969 | ) |
| |
| | |
Adjustments to reconcile net increase (decrease) in net assets
resulting from operations to net cash provided by (used in) operating activities: | |
| | |
Purchases of investments | |
| (13,848,212 | ) |
Proceeds from sales of investments and repayments of principal
(1) | |
| 8,921,114 | |
Net realized (gain) loss on investments | |
| (38,548 | ) |
Net change in unrealized (appreciation) depreciation on investments | |
| 24,652,972 | |
Net change in unrealized appreciation (depreciation) on liabilities at fair value under the fair value option | |
| (670,702 | ) |
Amortization (accretion) of premium or discount on 5.00% Series A Term Preferred stock due 2026 | |
| (5,256 | ) |
Net amortization (accretion) of premiums or discounts on CLO debt securities | |
| (168,853 | ) |
Amortization of deferred financing costs | |
| 58,654 | |
Changes in assets and liabilities: | |
| | |
Interest receivable | |
| (552,601 | ) |
Prepaid expenses | |
| (3,228 | ) |
Management fee payable | |
| (7,578 | ) |
Professional fees payable | |
| (26,245 | ) |
Administration fees payable | |
| 13,632 | |
Interest expense payable | |
| 40,226 | |
Tax expense payable | |
| (86,192 | ) |
Due to affiliates | |
| 1,868 | |
Other expenses payable | |
| (73,766 | ) |
Net cash provided by (used in) operating activities | |
| (539,683 | ) |
| |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | |
Borrowings under credit facility | |
| 12,150,000 | |
Repayments under credit facility | |
| (10,150,000 | ) |
Common stock distributions paid to stockholders, net of change in common stock distribution payable | |
| (6,480,725 | ) |
Issuance of shares of common stock pursuant to the
Company's "at the market" program, net of commissions and offering expenses | |
| 1,803,138 | |
Issuance of shares of common stock pursuant to the Company's dividend reinvestment plan | |
| 66,704 | |
Issuance of shares of 5.00% Series A Term Preferred Stock due 2026 pursuant to the Company's "at the market" program | |
| 3,041,225 | |
Share issuance premium associated with 5.00% Series A Term Preferred Stock due 2026 | |
| 21,500 | |
Net cash provided by (used in) financing activities | |
| 451,842 | |
| |
| | |
NET INCREASE (DECREASE) IN CASH | |
| (87,841 | ) |
| |
| | |
CASH, BEGINNING OF PERIOD | |
| 211,758 | |
| |
| | |
CASH, END OF PERIOD | |
$ | 123,917 | |
| |
| | |
Supplemental disclosures: | |
| | |
Cash paid for franchise taxes | |
$ | 40,850 | |
Cash paid for excise taxes | |
$ | 105,000 | |
Cash paid for interest expense on 5.00% Series A Term Preferred Stock Due 2026 | |
$ | 938,362 | |
Cash paid for interest expense on credit facility | |
$ | 177,260 | |
(1) |
Proceeds from sales or maturity of investments includes $2,923,548 of return of capital on portfolio investments from recurring cash
flows. |
See accompanying notes
to the financials statements
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June 30, 2022
(Unaudited)
Eagle
Point Income Company Inc. (the “Company”) is an externally managed, diversified closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s primary investment
objective is to generate high current income, with a secondary objective to generate capital appreciation. The Company seeks to achieve
its investment objectives by investing primarily in junior debt tranches of collateralized loan obligations, or “CLOs,” that
are collateralized by a portfolio consisting primarily of below investment grade U.S. senior secured loans with a large number of distinct
underlying borrowers across various industry sectors. The Company focuses on CLO debt tranches rated “BB” (e.g., BB+, BB
or BB-, or their equivalent) by Moody’s Investors Service, Inc., or “Moody’s,” Standard & Poor’s, or
“S&P,” or Fitch Ratings, Inc., or “Fitch,” and/or other applicable nationally recognized statistical rating
organizations. The Company may invest up to 35% of its total assets (at the time of investment) in unrated CLO equity securities and
related securities and instruments. The Company may also invest in other junior debt tranches of CLOs, senior debt tranches of CLOs,
loan accumulation facilities (“LAF”) and other related securities and instruments. The Company’s common stock is listed
on the New York Stock Exchange (“NYSE”) under the symbol “EIC”.
As of June 30, 2022,
the Company had one wholly-owned subsidiary: Eagle Point Income Company Sub II (Cayman) Ltd. (the “Subsidiary”), a Cayman
Islands exempted company. As of June 30, 2022, the Subsidiary does not represent any portion of the Company’s net assets.
The
Company was initially formed on September 28, 2018 as EP Income Company LLC, a Delaware limited liability company. The Company commenced
operations on October 4, 2018, the date Eagle Point Income Management LLC (the “Adviser”) contributed $100,000 in exchange
for 100 units of the Company and Cavello Bay Reinsurance Limited (“Cavello Bay” and collectively with the Adviser,
the “Members”) contributed to the Company, at fair value, the entire portfolio of BB-rated CLO debt it held in a separately
managed account managed by an affiliate of the Adviser, totaling $75,051,650, inclusive of accrued interest of $1,371,697, in exchange
for 75,051.65 units of the Company. Cavello Bay is a subsidiary of Enstar Group Limited, or “Enstar.”
On October 16, 2018,
the Company converted from a Delaware limited liability company into a Delaware corporation (the “Conversion”). At the time
of the Conversion, the Members became stockholders of Eagle Point Income Company Inc. In connection with the Conversion, the Members
converted 75,151.65 units of the Delaware limited liability company into shares of common stock in the Delaware corporation at $20 per
share, resulting in 3,769,596 shares and an effective conversion rate of approximately 50.15985069 per unit.
On July 23, 2019,
the Company priced its initial public offering (the “IPO”) and sold an additional 1,200,000 shares of its common stock at
a public offering price of $19.89 per share. On July 24, 2019, the Company’s shares began trading on the NYSE. On August 2, 2019,
the Company sold an additional 162,114 shares pursuant to the exercise by the underwriters of the over-allotment option granted to them
in connection with the IPO at a public offering price of $19.89 per share.
Computershare Trust
Company, N.A. serves at the Company’s custodian.
The Company intends
to operate so as to qualify to be taxed as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue
Code of 1986, as amended (the “Code”), for federal income tax purposes.
The Adviser is the
investment adviser of the Company and manages the investments of the Company subject to the supervision of the Company’s Board
of Directors (the “Board”). The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission
(the “SEC”) under the Investment Advisers Act of 1940, as amended. Eagle Point Administration LLC, an affiliate of the Adviser,
is the administrator of the Company (the “Administrator”).
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June 30, 2022
(Unaudited)
| 2. | SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting
The
Company is considered an investment company under accounting principles generally accepted in the United States of America (“U.S.
GAAP”). The Company follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services –
Investment Companies. Items included in the financial statements are measured and presented in United States dollars.
Use
of Estimates
The preparation of
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions which affect the reported amounts
included in the financial statements and accompanying notes as of the reporting date. Actual results may differ from those estimates.
Valuation of Investments
The most significant
estimate inherent in the preparation of the financial statements is the valuation of investments. In the absence of readily determinable
fair values, fair value of the Company’s investments is determined in accordance with the Company’s valuation policy. Due
to the uncertainty of valuation, this estimate may differ significantly from the value that would have been used had a ready market for
the investments existed, and the differences could be material.
There is no single
method for determining fair value in good faith. As a result, determining fair value requires judgment be applied to the specific facts
and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments
held by the Company.
The Company accounts
for its investments in accordance with U.S. GAAP, and fair values its investment portfolio in accordance with the provisions of the FASB
ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value
and requires enhanced disclosures about fair value measurements. Investments are reflected in the financial statements at fair value.
Fair value is the estimated amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction
between market participants at the measurement date (i.e., the exit price). The Company’s fair valuation process is reviewed and
approved by the Board.
The fair value hierarchy
prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability
is impacted by a number of factors, including the type of investment, the characteristics specific to the investment and the state of
the marketplace (including the existence and transparency of transactions between market participants). Investments with readily available
actively quoted prices, or for which fair value can be measured from actively quoted prices in an orderly market, will generally have
a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured
and reported at fair value are classified and disclosed in one of the following categories based on inputs:
| · | Level
I – Observable, quoted prices for identical investments in active markets as of
the reporting date. |
| · | Level
II – Quoted prices for similar investments in active markets or quoted prices for
identical investments in markets that are not active as of the reporting date. |
| · | Level
III – Pricing inputs are unobservable for the investment and little, if any, active
market exists as of the reporting date. Fair value inputs require significant judgment or
estimation from the Adviser. |
In certain cases,
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which
category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input significant to
that fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires
judgment and consideration of factors specific
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June 30, 2022
(Unaudited)
to the investment.
Investments for which
observable, quoted prices in active markets do not exist are reported at fair value based on Level III inputs. The amount determined
to be fair value may incorporate the Adviser’s own assumptions (including assumptions the Adviser believes market participants
would use in valuing investments and assumptions relating to appropriate risk adjustments for nonperformance and lack of marketability),
as provided for in the Company’s valuation policy and accepted by the Board.
An estimate of fair
value is made for each investment at least monthly taking into account information available as of the reporting date. For financial
reporting purposes, valuations are determined by the Board on a quarterly basis.
See Note 3 “Investments”
for further discussion relating to the Company’s investments.
In valuing the Company’s
investments in CLO debt and CLO equity, the Adviser considers a variety of relevant factors, including, as applicable, price indications
from a third-party pricing service, recent trading prices for specific investments, recent purchases and sales known to the Adviser in
similar securities and output from a third-party financial model. The third-party financial model contains detailed information on the
characteristics of CLOs, including recent information about assets and liabilities, and is used to project future cash flows. Key inputs
to the model, including but not limited to assumptions for future loan default rates, recovery rates, prepayment rates, reinvestment
rates and discount rates are determined by considering both observable and third-party market data and prevailing general market assumptions
and conventions as well as those of the Adviser.
The Company engages
a third-party independent valuation firm as an input to the Company’s valuation of the fair value of its investments in CLO equity.
The valuation firm’s advice is only one factor considered in the valuation of such investments, and the Board does not solely rely
on such advice in determining the fair value of the Company’s investments in accordance with the 1940 Act.
Other Financial
Assets and Financial Liabilities at Fair Value
The Fair Value Option
(“FVO”) under FASB ASC Subtopic 825-10, Fair Value Option (“ASC 825”), allows companies an irrevocable
election to use fair value as the initial and subsequent accounting measurement for certain financial assets and liabilities. The decision
to elect the FVO is determined on an instrument-by-instrument basis and must be applied to an entire instrument. Assets and liabilities
measured at fair value are required to be reported separately from those instruments measured using another accounting method and changes
in fair value attributable to instrument-specific credit risk on financial liabilities for which the FVO is elected are required to be
presented separately in other comprehensive income. Additionally, upfront offering costs related to such instruments are recognized in
earnings as incurred and are not deferred.
The Company elected
to account for its 5.00% Series A Term Preferred Stock due 2026 (the “Series A Term Preferred Stock”) utilizing the FVO under
ASC 825. The primary reason for electing the FVO is to reflect economic events in the same period in which they are incurred and address
simplification of reporting and presentation.
Investment Income
Recognition
Interest income from
investments in CLO debt is recorded using the accrual basis of accounting to the extent such amounts are expected to be collected. Interest
income on investments in CLO debt is generally expected to be received in cash. Amortization of premium or accretion of discount is recognized
using the effective interest method. The Company applies the provisions of Accounting Standards Update No. 2017-08 Premium Amortization
on Purchased Callable Debt Securities (“ASU 2017-08”) in calculating amortization of premium for purchased CLO debt securities.
In certain circumstances
interest income may be paid in the form of additional investment principal, often referred to as payment-in-kind (“PIK”)
interest. PIK interest is included in interest income and interest receivable through the payment date. The PIK interest rate for CLO
debt securities represents the coupon rate at payment date when PIK interest is received. On the payment date, interest receivable is
capitalized as additional investment principal in the CLO debt security. To the extent the Company does not believe it will be able to
collect PIK interest, the CLO debt security will be placed on non-accrual status, and previously recorded PIK interest income will be
reversed.
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June 30, 2022
(Unaudited)
CLO equity investments
and fee rebates recognize investment income for U.S. GAAP purposes on the accrual basis utilizing an effective interest methodology based
upon an effective yield to maturity utilizing projected cash flows. ASC Topic 325-40, Beneficial Interests in Securitized Financial
Assets, requires investment income from CLO equity investments and fee rebates to be recognized under the effective interest method,
with any difference between cash distributed and the amount calculated pursuant to the effective interest method being recorded as an
adjustment to the cost basis of the investment. It is the Company’s policy to update the effective yield for each CLO equity position
held within the Company’s portfolio at the initiation of each investment and each subsequent quarter thereafter.
Other Income
Other income includes
the Company’s share of income under the terms of fee rebate agreements.
Interest Expense
Interest expense includes
the Company’s distributions associated with its Series A Term Preferred Stock and amounts due under the credit facility agreements
in relation to the outstanding borrowings and unused commitment fees. Interest expense is recorded as an expense on the Statement of
Operations. The Company’s Series A Preferred Stock had no interest payable as of June 30, 2022. Please refer to Note 6 “Mandatory
Redeemable Preferred Stock” for further discussion relating to the Series A Term Preferred Stock issuances. Please refer to Note
9 “Revolving Credit Facility” for further discussion on the interest expense due under the credit facility agreements.
Interest expense also
includes the Company’s amortization of original issue premiums associated with its Series A Term Preferred Stock.
The following table
summarizes the components of interest expense for the six months ended June 30, 2022:
| |
Series A Term | | |
| | |
| |
| |
Perferred Stock | | |
Credit Facility | | |
Total | |
Distributions declared and paid | |
$ | 938,362 | | |
$ | | | |
$ | 938,362 | |
Interest expense on credit facility | |
| | | |
| 217,486 | | |
| 217,486 | |
Amortization of issuance premium | |
| (5,256 | ) | |
| | | |
| (5,256 | ) |
| |
$ | 933,106 | | |
$ | 217,486 | | |
$ | 1,150,592 | |
Original Issue
Premiums
Consistent with FASB
ASC Topic 835-30-35-2, original issue premiums on liabilities consist of premiums received in connection with the issuance of the Series
A Term Preferred Stock as part of the Company’s at-the-market (“ATM”)
program. The original
issue premiums are capitalized at the time of issuance and amortized using the effective interest method over the respective terms of
the Series A Term Preferred Stock. Amortization of original issue premium is reflected as a contra expense under interest expense in
the Statement of Operations.
Securities
Transactions
The Company records
the purchases and sales of securities on trade date. Realized gains and losses on investments sold are recorded on the basis of the specific
identification method.
Cash
and Cash Equivalents
The
Company has defined cash and cash equivalents as cash and short-term, highly liquid investments with original maturities of three months
or less from the date of purchase. The Company maintains its cash in a bank account which, at times, may exceed federal insured limits.
The Adviser monitors the performance of the financial institution where the account is held in order to manage any risk associated with
such account.
As
of June 30, 2022, the Company held cash in a Computershare Corporate Trust interest earning money market account with a balance of approximately
$0.1 million. This money market account is classified as Level I in the fair value hierarchy.
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June 30, 2022
(Unaudited)
Expense
Recognition
Expenses are recorded
on the accrual basis of accounting.
Prepaid Expenses
Prepaid
expenses consist primarily of insurance premiums, filing fees, shelf registration expenses and ATM program expenses. Insurance
premiums are amortized over the term of the current policy. Prepaid filing fees are amortized over the current year. Prepaid shelf registration
expenses and ATM program expenses represent fees and expenses incurred in connection with maintaining the Company’s current shelf
registration and ATM program. Such costs are allocated to paid-in-capital or expensed, depending on the security being issued pursuant
to the ATM program and shelf registration, for each transaction pro-rata based on gross proceeds relative to the total potential offering
amount.
Any unallocated prepaid
expense balance associated with the shelf registration and the ATM program are accelerated into expense at the earlier of the end of
the program period or at the effective date of a new shelf registration or ATM program.
Deferred Financing
Costs
Deferred
financing costs consist of fees and expenses incurred in connection with the BNP Credit Facility (refer to Note 9 “Revolving
Credit Facility”). Deferred financing costs are capitalized and amortized over the term of the BNP Credit Facility, and are reflected
in borrowings under the credit facility on the Statement of Asset and Liabilities (if any). Amortization of deferred financing costs
is recorded as an expense on the Statement of Operations on a straight-line basis, which approximates the effective interest method.
Offering Expenses
Offering expenses
associated with the issuance and sale of shares of common stock are charged to paid-in capital at the time the shares are sold in accordance
with guidance noted in FASB ASC Topic 946-20-25-5, Investment Companies – Investment Company Activities – Recognition,
during the period incurred.
Federal and Other
Taxes
The Company intends
to continue to operate so as to qualify to be taxed as a RIC under subchapter M of the Code and, as such, to not be subject to federal
income tax on the portion of its taxable income and gains distributed to stockholders. To qualify for RIC tax treatment, among other
requirements, the Company is required to distribute at least 90% of its investment company taxable income, as defined by the Code.
Because U.S. federal
income tax regulations differ from U.S. GAAP, distributions in accordance with tax regulations may differ from net investment income
and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are
reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain
items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from
the treatment of short-term gains as ordinary income for federal income tax purposes. The tax basis components of distributable earnings
differ from the amounts reflected in the Statement of Assets and Liabilities due to temporary book/tax differences arising primarily
from partnerships and passive foreign investment company investments.
As of June 30, 2022,
the federal income tax cost and net unrealized depreciation on securities were as follows:
Cost for federal income tax purposes | |
$ | 177,038,162 | |
| |
| | |
Gross unrealized appreciation | |
$ | 402,048 | |
Gross unrealized depreciation | |
| (26,971,635 | ) |
Net unrealized depreciation | |
$ | (26,569,587 | ) |
For the six months ended June 30, 2022,
the Company incurred $30,000 in Delaware franchise tax expense related to the 2022 tax year and $29,658 of excise tax related to the
2021 tax year end, which are reported on the Statement
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June 30, 2022
(Unaudited)
of
Operations.
Distributions
The composition of
distributions paid to common stockholders from net investment income and capital gains are determined in accordance with U.S. federal
income tax regulations, which differ from U.S. GAAP. Distributions to common stockholders and are comprised of net investment income,
realized gains or losses and return of capital for U.S. federal income tax purposes and are intended to be paid monthly. Distributions
payable to common stockholders are recorded as a liability on ex-dividend date. Unless a common stockholder opts out of the Company’s
dividend reinvestment plan (the “DRIP”), distributions are automatically reinvested in full shares of the Company as of the
payment date, pursuant to the DRIP. The Company’s common stockholders who opt-out of participation in the DRIP (including those
common stockholders whose shares are held through a broker who has opted out of participation in the DRIP) generally will receive all
distributions in cash.
In addition to the
regular monthly distributions, and subject to available taxable earnings of the Company, the Company may make periodic special distributions
representing the excess of the Company’s net taxable income over the Company’s aggregate monthly distributions paid during
the year (or for other purposes).
For
the six months ended June 30, 2022, the Company declared and paid monthly distributions on common stock of approximately $5.1
million or approximately $0.74 per share. In addition, on January 24, 2022 the Company paid a special distribution on common stock of
approximately $1.4 million or $0.20 per share, to shareholders of record as of December 23, 2021.
For the six months
ended June 30, 2022, the Company declared and paid dividends on the Series A Term Preferred Stock of approximately $0.9 million or approximately
$0.63 per share.
The characterization
of distributions paid to common stockholders, as set forth in the Financial Highlights, reflect estimates made by the Company for federal
income tax purposes. Such estimates are subject to change once the final determination of the source of all distributions has been made
by the Company.
Fair
Value Measurement
The
following table summarize the valuation of the Company’s investments measured and reported at fair value under the fair value hierarchy
levels described in Note 2 “Summary of Significant Accounting Policies” as of June 30, 2022:
Fair Value Measurement (in millions) | |
| | |
| | |
| | |
| |
| |
Level I | | |
Level II | | |
Level III | | |
Total | |
Assets | |
| | | |
| | | |
| | | |
| | |
CLO Debt | |
$ | - | | |
$ | 105.84 | | |
$ | - | | |
$ | 105.84 | |
CLO Equity | |
| - | | |
| - | | |
| 44.63 | | |
| 44.63 | |
| |
| | | |
| | | |
| | | |
| | |
Total Assets at Fair Value | |
$ | - | | |
$ | 105.84 | | |
$ | 44.63 | | |
$ | 150.47 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilites at Fair Value Under FVO | |
| | | |
| | | |
| | | |
| | |
5.00% Series A Term Preferred Stock due 2026 | |
$ | 35.97 | | |
$ | - | | |
$ | - | | |
$ | 35.97 | |
| |
| | | |
| | | |
| | | |
| | |
Total Liabilites at Fair Value Under FVO | |
$ | 35.97 | | |
$ | - | | |
$ | - | | |
$ | 35.97 | |
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June 30, 2022
(Unaudited)
The changes in investments
classified as Level III are as follows for the six months ended June 30, 2022:
Change in Investments Classified as Level III (in millions) | |
| |
| |
CLO Equity | |
Balance as of January 1, 2022 | |
$ | 53.27 | |
| |
| | |
Purchases of investments | |
| 5.12 | |
| |
| | |
Proceeds from sales or maturity of investments (1) | |
| (2.92 | ) |
Net realized gains (losses) and net change in
unrealized appreciation (depreciation) | |
| (10.83 | ) |
| |
| | |
Balance as of June 30, 2022 (2) | |
$ | 44.63 | |
Change in unrealized appreciation (depreciation) on
investments still held as of June 30, 2022 | |
$ | (10.83 | ) |
| (1) |
Proceeds from sales or maturity of investments represent the
return of capital on portfolio investments from recurring cash flows. |
| (2) |
There were no transfers in or out of Level III during the period. |
The net realized gains
(losses) recorded for Level III investments, if any, are reported in the net realized gain (loss) on investments balance in the Statement
of Operations. Net changes in unrealized appreciation (depreciation) are reported in the net change in unrealized appreciation (depreciation)
on investments balance in the Statement of Operations.
Valuation of
CLO Debt
The Company’s
investments in CLO debt have been valued using an independent pricing service. The valuation methodology of the independent pricing service
includes incorporating data comprised of observable market transactions, executable bids, broker quotes from dealers with two sided markets,
as well as transaction activity from comparable securities to those being valued. As the independent pricing service contemplates real
time market data and no unobservable inputs or significant judgment has been used by the Adviser in the valuation of the Company’s
investment in CLO debt, such positions are considered Level II assets.
Valuation of
CLO Equity
The Adviser utilizes
the output of a third-party financial model to estimate the fair value of CLO equity investments. The model contains detailed information
on the characteristics of each CLO, including recent information about assets and liabilities from data sources such as trustee reports,
and is used to project future cash flows to the CLO note tranches, as well as management fees.
The
following table summarizes the quantitative inputs and assumptions used for investments categorized as Level III of the fair value hierarchy
as of June 30, 2022. In addition to the techniques and inputs noted in the table below, the Adviser may use other valuation techniques
and methodologies when determining the Company’s fair value measurements as provided for in the valuation policy approved by the
Board. The table below is not intended to be all-inclusive, but rather provides information on the significant Level III inputs as they
relate to the Company’s fair value measurements as of June 30, 2022. Unobservable inputs and assumptions are periodically reviewed
and updated as necessary to reflect current market conditions.
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June
30, 2022
(Unaudited)
| |
Quantitative Information about Level III Fair Value Measurements |
|
Assets | |
Fair
Value as of June 30, 2022 | |
Valuation
Techniques/Methodologies | |
Unobservable
Inputs | |
Range
/ Weighted Average(1) |
|
| |
(in
millions) | |
| |
| |
|
|
CLO
Equity | |
$ | 44.63 | |
Discounted
Cash Flows | |
Annual
Default Rate (2) | |
0.00%
- 3.32% |
|
| |
| | |
| |
Annual Prepayment
Rate (3) | |
25.00% |
|
| |
| | |
| |
Reinvestment
Spread | |
3.49%
- 3.74% / 3.58% |
|
| |
| | |
| |
Reinvestment
Price | |
99.50% |
|
| |
| | |
| |
Recovery
Rate | |
69.25%
- 70.00% / 69.79% |
|
| |
| | |
| |
Expected
Yield | |
19.69%
- 39.57% / 24.01% |
|
| (1) | Weighted
average calculations are based on the fair value of investments. |
| (2) | A
weighted average is not presented as the input in the discounted cash flow model varies over
the life of an investment. |
| (3) | 0%
is assumed for defaulted and non-performing assets. |
Increases (decreases)
in the annual default rate, reinvestment price and expected yield in isolation would result in a lower (higher) fair value measurement.
Increases (decreases) in the reinvestment spread and recovery rate in isolation would result in a higher (lower) fair value measurement.
Changes in the annual prepayment rate may result in a higher (lower) fair value, depending on the circumstances. Generally, a change
in the assumption used for the annual default rate may be accompanied by a directionally opposite change in the assumption used for the
annual prepayment rate and recovery rate.
The Adviser categorizes
CLO equity as Level III investments. Certain pricing inputs may be unobservable. An active market may exist, but not necessarily for
CLO equity investments the Company holds as of the reporting date.
Valuation of
Series A Term Preferred Stock
The Series A
Term Preferred Stock is considered a Level I security and is valued at the official closing price, taken from the NYSE.
Investment Risk
Factors
The following list
is not intended to be a comprehensive list of all of the potential risks associated with the Company. The Company’s prospectus
provides a detailed discussion of the Company’s risks and considerations. The risks described in the prospectus are not the only
risks the Company faces. Additional risks and uncertainties not currently known to the Company or that are currently deemed to be immaterial
also may materially and adversely affect its business, financial condition and/or operating results.
Global Economic
Risks
Terrorist acts, acts
of war, natural disasters, outbreaks or pandemics may disrupt the Company’s operations, as well as the operations of the businesses
in which it invests. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global
economic instability. For example, many countries have experienced outbreaks of infectious illnesses in recent decades, including swine
flu, avian influenza, SARS and COVID-19. Since December 2019, the spread of COVID-19 has caused social unrest and commercial disruption
on a global scale.
Global economies and
financial markets are highly interconnected, and conditions and events in one country, region or financial market may adversely impact
issuers in a different country, region or financial market. The COVID-19 pandemic has magnified these risks and has had, and may continue
to have, a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial
activity and market sentiment have been impacted by the outbreak and government and other measures seeking to contain its spread. The
effects of the COVID-19 pandemic contributed to increased volatility in global financial markets and have affected countries, regions,
companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious
disease or serious environmental or public health concern could have, a significant negative impact on economic and market conditions,
could exacerbate pre-
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June
30, 2022
(Unaudited)
existing political,
social and economic risks in certain countries or regions and could trigger a prolonged period of global economic slowdown, which may
impact the Company and its underlying investments.
Following the onset
of the pandemic, certain CLOs held by the Company experienced increased defaults by underlying borrowers. Obligor defaults and rating
agency downgrades caused, and may in the future cause, payments that would have otherwise been made to the CLO equity or CLO debt securities
that the Company held to instead be diverted to buy additional loans within a given CLO or paid to senior CLO debt holders as an early
amortization payment. In addition, defaults and downgrades of underlying obligors caused, and may in the future cause, a decline in the
value of CLO securities generally. If CLO cash flows or income decrease as a result of the pandemic, the portion of the Company’s
distribution comprised of a return of capital could increase or distributions could be reduced.
Liquidity Risk
The securities issued
by CLOs generally offer less liquidity than below investment grade or high-yield corporate debt, and are subject to certain transfer
restrictions imposed on certain financial instruments and other eligibility requirements on prospective transferees. Other investments
the Company may purchase through privately negotiated transactions may also be illiquid or subject to legal restrictions on their transfer.
As a result of this illiquidity, the Company’s ability to sell certain investments quickly, or at all, 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.
Risks of Investing
in CLOs
The Company’s
investments consist primarily of CLO securities and the Company may invest in other related structured finance securities. CLOs and structured
finance securities are generally backed by an asset or a pool of assets (typically senior secured loans and other credit-related assets
in the case of a CLO) which serve as collateral. The Company and other investors in CLOs and related structured finance securities ultimately
bear the credit risk of the underlying collateral. If there are defaults or the relevant collateral otherwise underperforms, scheduled
payments to senior tranches of such securities take precedence over those of junior tranches, and scheduled payments to junior tranches
have a priority in the right of payment to subordinated/equity tranches. Therefore, CLO and other structured finance securities may present
risks similar to those of the other types of debt obligations and, in fact, such risks may be of greater significance in the case of
CLO and other structured finance securities. In addition to the general risks associated with investing in debt securities, CLO securities
carry additional risks, including, but not limited to: (1) the possibility that distributions from collateral assets will not be
adequate to make interest or other payments; (2) the quality of the collateral may decline in value or default; (3) the fact
that investments in CLO junior debt and equity tranches will likely be subordinate in right of payment to other senior classes of CLO
debt; and (4) the complex structure of the security may not be fully understood at the time of investment and may produce disputes
with the issuer or unexpected investment results.
Interest Rate Risk
The fair value of
certain investments held by the Company may be significantly affected by changes in interest rates. In general, rising interest rates
will negatively affect the price of a fixed rate debt instrument and falling interest rates will have a positive effect on the price
of a fixed rate instrument. Although senior secured loans are generally floating rate instruments, the Company’s investments in
senior secured loans through junior debt and equity tranches of CLOs are sensitive to interest rate levels and volatility. Although CLOs
are generally structured to mitigate the risk of interest rate mismatch, there may be some difference between the timing of interest
rate resets on the assets and liabilities of a CLO. Such a mismatch could have a negative effect on the amount of funds distributed to
CLO equity investors. In addition, 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 assets and operating
results. In the event that the Company’s interest expense were to increase relative to income, or sufficient financing became unavailable,
return on investments and cash available for distribution to stockholders or to make other payments on the Company’s securities
would be reduced.
LIBOR Risk
The CLO equity and
debt securities in which the Company invests earn interest at, and CLOs in which it invests
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June
30, 2022
(Unaudited)
typically obtain financing
at, a floating rate based on LIBOR.
On July 27, 2017,
the Chief Executive of the Financial Conduct Authority (“FCA”), the United Kingdom's financial regulatory body and regulator
of LIBOR, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR
due to the absence of an active market for interbank unsecured lending and other reasons. On March 5, 2021, the FCA announced that
all LIBOR settings will either cease to be provided by any administrator, or no longer be representative (i) immediately after December 31,
2021 for all GBP, EUR, CHF and JPY LIBOR settings and one-week and two-month US dollar LIBOR settings, and (ii) immediately after
June 30, 2023 for the remaining US dollar LIBOR settings, including three-month US dollar LIBOR.
Replacement
rates that have been identified include the Secured Overnight Financing Rate (SOFR, which is intended to replace U.S. dollar LIBOR and
measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities) and
the Sterling Overnight Index Average Rate (SONIA, which is intended to replace GBP LIBOR and measures the overnight interest rate paid
by banks for unsecured transactions in the sterling market), although other replacement rates could be adopted by market participants.
On July 29, 2021, the Alternative Reference Rates Committee (“ARRC”) announced that it recommended Term SOFR, a similar
forward-looking term rate which will be based on SOFR, for business loans. As of the date of the financial statements, certain
senior secured loans had already transitioned to utilizing SOFR based interest rates and newly issued CLO debt securities had begun to
transition to such replacement rate. Nevertheless, there can be no assurance that Term SOFR will ultimately be broadly adopted as a replacement
to LIBOR.
Loans held by CLO
issuers and other issuers in which the Company may invest may reference LIBOR, and the termination of LIBOR presents risks to such issuers
and, indirectly, the Company. As LIBOR is currently being reformed, investors should be aware that: (a) any changes to LIBOR could
affect the level of the published rate, including to cause it to be lower and/or more volatile than it would otherwise be; (b) if
the applicable rate of interest on any CLO security is calculated with reference to a tenor which is discontinued, such rate of interest
will then be determined by the provisions of the affected CLO security, which may include determination by the relevant calculation agent
in its discretion; (c) the administrator of LIBOR will not have any involvement in the CLOs or loans and may take any actions in
respect of LIBOR without regard to the effect of such actions on the CLOs or loans; and (d) any uncertainty in the value of LIBOR
or, the development of a widespread market view that LIBOR has been manipulated or any uncertainty in the prominence of LIBOR as a benchmark
interest rate due to the recent regulatory reform may adversely affect the liquidity of the securities in the secondary market and their
market value. Any of the above or any other significant change to the setting of LIBOR could have a material adverse effect on the value
of, and the amount payable under, (i) any underlying assets of a CLO which pay interest linked to a LIBOR rate and (ii) the
CLO securities in which the Company invests.
If LIBOR is eliminated
as a benchmark rate, market participants (including the Company) may be subject to the risk that an acceptable transition mechanism may
not be found or may not be suitable for a particular issuer. In addition, any alternative reference rate and any pricing adjustments
required in connection with the transition from LIBOR may impose costs on issuers or may not be suitable to close out positions and enter
into replacement trades. Any such consequence could have a material adverse effect on an issuer in whose securities the Company may invest
and their ability to make distributions or service outstanding debt. If no replacement conventions develop, it is uncertain what effect
broadly divergent interest rate calculation methodologies in the markets will have on the price and liquidity of CLO securities and the
ability of the collateral manager to effectively mitigate interest rate risks. While the issuers and the trustee of a CLO may enter into
a reference rate amendment or the collateral manager may designate a designated reference rate, in each case, subject to the conditions
described in a CLO indenture, there can be no assurance that a change to any alternative benchmark rate (a) will be adopted, (b) will
effectively mitigate interest rate risks or result in an equivalent methodology for determining the interest rates on the floating rate
instrument, (c) will be adopted prior to any date on which the issuer suffers adverse consequences from the elimination or modification
or potential elimination or modification of LIBOR or (d) will not have a material adverse effect on the holders of the CLO securities.
In addition, the effect
of a phase out of LIBOR on U.S. senior secured loans, the underlying assets of CLOs, is currently unclear. To the extent that any replacement
rate utilized for senior secured loans differs from that utilized
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June
30, 2022
(Unaudited)
for a CLO that holds
those loans, the CLO 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.
Rising
Interest Rate Environment
As of the date of
the financial statements, the U.S. Federal Reserve has increased certain interest rates as part of its efforts to combat rising inflation.
The prospect of further rate increases magnifies the risks associated with rising interest rates described under “Interest Rate
Risk,” above. The senior secured loans underlying the CLOs in which the Company invests typically have floating interest rates.
A rising interest rate environment may increase loan defaults, resulting in losses for the CLOs in which the Company invests. In addition,
increasing interest rates may lead to higher prepayment rates, as corporate borrowers look to avoid escalating interest payments or refinance
floating rate loans. Further, a general rise in interest rates will increase the financing costs of the CLOs. However, since many of
the senior secured loans within these CLOs have LIBOR floors, if LIBOR is below the applicable LIBOR floor (which can typically range
from 0.00% to 1.00% depending on the loan), there may not be corresponding increases in investment income, which could result in the
CLO not having adequate cash to make interest or other payments on the securities which the Company holds.
Leverage Risk
The Company has incurred
leverage through the BNP Credit Facility, and the Company may incur additional leverage, directly or indirectly, through one or more
special purpose vehicles, including indebtedness for borrowed money and leverage in the form of derivative transactions, repurchase agreement
transactions, short sale transactions, additional shares of preferred stock and other structures and instruments, in significant amounts
and on terms the Adviser and the Board deem appropriate, subject to applicable limitations under the 1940 Act. Such leverage may be used
for the acquisition and financing of the Company’s investments, to pay fees and expenses and for other purposes. Any such leverage
does not include embedded or inherent leverage in CLO structures in which the Company invests or in derivative instruments in which the
Company may invest. Accordingly, there is effectively a layering of leverage in the Company’s overall structure. The more leverage
is employed, the more likely a substantial change will occur in the Company’s net asset value (“NAV”). For instance,
any decrease in the Company’s income would cause net income to decline more sharply than it would have had the Company not borrowed.
In addition, any event adversely affecting the value of an investment would be magnified to the extent leverage is utilized.
Highly Subordinated
and Leveraged Securities Risk
The Company’s
portfolio includes junior debt and equity investments in CLOs, which involve a number of significant risks. CLO junior debt and equity
securities are typically very highly leveraged (with CLO equity securities typically being leveraged nine to thirteen times), and therefore
the junior debt and equity tranches in which the Company invests are subject to a higher degree of risk of total loss. In particular,
investors in CLO securities indirectly bear risks of the collateral 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 CLO.
Credit Risk
If a CLO in which
the Company invests, an underlying asset of any such CLO or any other type of credit investment in the Company’s portfolio declines
in price or fails to pay interest or principal when due because the issuer or debtor, as the case may be, experiences a decline in its
financial status either or both the Company’s income and NAV may be adversely impacted. Non-payment would result in a reduction
of the Company’s income, a reduction in the value of the applicable CLO security or other credit investment experiencing non-payment
and, potentially, a decrease in the Company’s NAV. To the extent the credit rating assigned to a security in the Company’s
portfolio is downgraded, the market price and liquidity of such security may be adversely affected. In addition, if a CLO in which the
Company invests triggers an event of default as a result of failing to make payments when due or for other reasons, the CLO would be
subject to the possibility of liquidation, which could result in full loss of value to the CLO junior debt and equity investors. CLO
equity tranches are the most likely tranche to suffer a loss of all of their value in those circumstances. Heightened inflationary pressures
could increase the risk of default by the Company’s underlying obligors.
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June
30, 2022
(Unaudited)
Risks Related to
Russia’s Invasion of Ukraine
Russia’s military
incursion into Ukraine, the response of the United States and other countries, and the potential for wider conflict, has increased volatility
and uncertainty in the financial markets and may adversely affect the Company. Immediately following Russia’s invasion, the United
States and other countries imposed wide-ranging economic sanctions on Russia, individual Russian citizens, and Russian banking entities
and other businesses, including those in the energy sector. These unprecedented sanctions have been highly disruptive to the Russian
economy and, given the interconnectedness of today’s global economy, could have broad and unforeseen macroeconomic implications.
The ultimate nature, extent and duration of Russia’s military actions (including the potential for cyberattacks and espionage),
and the response of state governments and businesses, cannot be predicted at this time. However, further escalation of the conflict could
result in significant market disruptions, and negatively affect global supply chains, inflation and global growth. These and any related
events could negatively impact the performance of the Company’s underlying obligors and/or the market value of the Company’s
common shares or preferred stock.
| 4. | RELATED
PARTY TRANSACTIONS |
Investment Adviser
On
October 5, 2018, the Company entered into an investment advisory agreement with the Adviser (the “Advisory Agreement”).
Pursuant to the terms of the Advisory Agreement, the Company pays the Adviser, for its services, a management fee equal to an annual
rate of 1.25% of the Company’s “Managed Assets”. Managed Assets are defined as the Company’s total assets (including
assets attributable to the Company’s use of leverage) minus the sum of the Company’s accrued liabilities (other than liabilities
incurred for the purpose of creating leverage). The management fee is calculated monthly and payable quarterly in arrears based on the
Company’s Managed Assets at the end of each calendar month. For the six months ended June 30, 2022, the Company was charged
a management fee of approximately $1.0 million, of which $0.5 million was payable as of June 30, 2022.
Administrator
Effective October 5,
2018, the Company entered into an administration agreement (the “Administration Agreement”) with the Administrator, an affiliate
of the Adviser. Pursuant to the Administration Agreement, the Administrator performs, or arranges for the performance of, the Company’s
required administrative services, which include being responsible for the financial records which the Company is required to maintain
and preparing reports which are disseminated to the Company’s stockholders. In addition, the Administrator provides the Company
with accounting services, assists the Company in determining and publishing its NAV, oversees the preparation and filing of the Company’s
tax returns, monitors the Company’s compliance with tax laws and regulations, and prepares and assists the Company with any audits
by an independent public accounting firm of the financial statements. The Administrator is also responsible for printing and disseminating
reports to the Company’s stockholders and maintaining the Company’s website, providing support to investor relations, generally
overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the
Company by others, and providing such other administrative services as the Company may from time to time designate.
Payments under the
Administration Agreement are equal to an amount based upon the Company’s allocable portion of the Administrator’s overhead
in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance
functions and the Company’s allocable portion of the compensation of the Company’s chief compliance officer, chief financial
officer, chief operating officer and the Company’s allocable portion of the compensation of any related support staff. The Company’s
allocable portion of such compensation is based on an allocation of the time spent on the Company relative to other matters. To the extent
the Administrator outsources any of its functions, the Company pays the fees on a direct basis, without profit to the Administrator.
Certain accounting and other administrative services have been delegated by the Administrator to SS&C Technologies, Inc. (“SS&C”).
The Administration Agreement may be terminated by the Company without penalty upon not less than sixty days’ written notice to
the Administrator and by the Administrator upon not less than ninety days’ written notice to the Company. The Administration Agreement
is approved by the Board, including by a majority of the Company’s independent directors, on an annual basis.
For the six months
ended June 30, 2022, the Company was charged a total of approximately $0.3 million in
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June
30, 2022
(Unaudited)
administration fees
consisting of approximately $0.2 million and $0.1 million, relating to services provided by the Administrator and SS&C, respectively,
which are included in the Statement of Operations, and of which approximately $0.1 million was payable as of June 30, 2022 and reflected
on the Statement of Assets and Liabilities.
Affiliated Ownership
As
of June 30, 2022, the Adviser and its affiliates and senior investment team held an aggregate of 0.8% of the Company’s common
stock. Additionally, the senior investment team held an aggregate of 0.1% of the Series A Term Preferred Stock as of June 30,
2022. An affiliate of Enstar holds an indirect non-controlling ownership interest in the Adviser. As of June 30, 2022, subsidiaries
of Enstar, including Cavello Bay, held an aggregate of 53.8% of the Company’s common stock.
As
of June 30, 2022, there were 150,000,000 shares of common stock authorized, of which 6,997,765 shares were issued and outstanding.
On May 29, 2020,
the Company filed a new shelf registration statement with 150,000,000 shares of common stock authorized.
On
December 20, 2021, the Company launched a new ATM offering to sell up to $2,600,000 aggregate amount of its common stock,
pursuant to a prospectus supplement filed with the SEC on May 29, 2020 and additional supplements thereafter.
For the six months
ended June 30, 2022, the Company sold 111,622 shares of its common stock, pursuant to the ATM offerings for total net proceeds to
the Company of approximately $1.8 million. In connection with such sales, the Company paid a total of $18,343 in sales agent commissions.
For the six months
ended June 30, 2022, 4,179 shares of common stock were issued in connection with the DRIP for total net proceeds to the Company
of approximately $0.1 million.
| 6. | MANDATORY
REDEEMABLE PREFERRED STOCK |
As of June 30,
2022, there were 20,000,000 shares of preferred stock authorized, par value $0.001 per share, of which 1,521,649 shares of Series A
Term Preferred Stock were issued and outstanding.
The Company is required
to redeem all outstanding shares of the Series A Term Preferred Stock on October 30, 2026, at a redemption price of $25 per
share (the “Series A Liquidation Preference”), plus accumulated but unpaid dividends, if any. At any time on or after
October 31, 2023, the Company may, at its sole option, redeem the outstanding shares of the Series A Term Preferred Stock.
The Company has accounted
for its Series A Term Preferred Stock utilizing the FVO under ASC 825. Accordingly, the Series A Term Preferred Stock is measured
at fair value. The Company incurred additional issuance costs in the aggregate amount of approximately $0.1 million, which consisted
of approximately eighty thousand of professional fees and ten thousand of other expenses, which were expensed as incurred in the six
months ended June 30, 2022.
The estimated change
in fair value of the Series A Term Preferred Stock attributable to market risk for the six months ended June 30, 2022 is approximately
$0.7 million, which is recorded as unrealized (appreciation) depreciation on liabilities at fair value under the FVO on the Statement
of Operations.
The estimated change
in fair value of the Series A Term Preferred Stock attributable to instrument-specific credit risk for the six months ended June 30,
2022 is approximately $2.2 million, which is recorded as unrealized (appreciation) depreciation on liabilities at fair value under the
FVO on the Statement of Comprehensive Income. The Company defines the change in fair value attributable to instrument-specific credit
risk as the excess of the total change in fair value over the change in fair value attributable to changes in a base market rate, such
as the 5-Year
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June
30, 2022
(Unaudited)
Markit CDX North America
Investment Grade Index.
Except where otherwise
stated in the 1940 Act or the Company’s certificate of incorporation, each holder of Preferred Stock will be entitled to one vote
for each share of preferred stock held on each matter submitted to a vote of the Company’s stockholders. The Company’s preferred
stockholders and common stockholders will vote together as a single class on all matters submitted to the Company’s stockholders.
Additionally, the Company’s preferred stockholders will have the right to elect two Preferred Directors at all times, while the
Company’s preferred stockholders and common stockholders, voting together as a single class, will elect the remaining members of
the Board.
On December 20,
2021, the Company launched a new ATM offering to sell up to 140,000 shares of Series A Term Preferred Stock with an aggregate liquidation
preference of $3,500,000, pursuant to a prospectus supplement filed with the SEC on May 29, 2020 and additional supplements thereafter.
For the six months
ended June 30, 2022, the Company sold 121,649 shares of its Series A Term Preferred Stock, pursuant to the ATM offerings for
total net proceeds to the Company of approximately $3.0 million. In connection with such sales, the Company paid a total of $61,255 in
sales agent commissions.
See Note 10 “Asset
Coverage” for further discussion on the Company’s calculation of asset coverage with respect to its Preferred Stock.
| 7. | COMMITMENTS
AND CONTINGENCIES |
The Company is not
currently subject to any material legal proceedings. 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. While the
outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect these proceedings will have a material
effect upon its financial condition or results of operations.
As of June 30,
2022, the Company had no unfunded commitments.
Under the Company’s
organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their
duties to the Company. In addition, during the normal course of business, the Company enters into contracts containing a variety of representations
which provide general indemnifications. The Company’s maximum exposure under these agreements cannot be known; however, the Company
expects any risk of loss to be remote.
| 9. | REVOLVING
CREDIT FACILITY |
The Company may utilize
leverage to the extent permitted by the 1940 Act. The Company may obtain leverage using any form of financial leverage instruments, including
funds borrowed from banks or other financial institutions, margin facilities, notes or preferred stock and leverage attributable to repurchase
agreements or similar transactions. Instruments that create leverage are generally considered to be senior securities under the 1940
Act. The use of leverage creates an opportunity for increased net income and capital appreciation, but also creates additional risks
and expenses which will be borne entirely by common stock holders. The Company’s leverage strategy may not ultimately be successful.
On September 24,
2021 the Company entered into a credit agreement with BNP Paribas, as lender, that established a revolving credit facility (the “BNP
Credit Facility”). Pursuant to the terms of the BNP Credit Facility, the Company can borrow up to an aggregate principal balance
of $25,000,000 (the “Commitment Amount”). Such borrowings under the BNP Credit Facility bear interest at 1 month LIBOR plus
a spread. The Company is required to pay a commitment fee on the unused amount.
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June
30, 2022
(Unaudited)
The BNP Credit Facility
will mature on the earlier of (i) the termination of the Commitment, as defined by the terms of the BNP Credit Facility or (ii) the
scheduled maturity date of September 23, 2022. The Company has the option to extend the maturity from time to time in accordance
with the BNP Credit Facility agreement.
For
the six months ended June 30, 2022, the Company had an average outstanding borrowing and average interest rate of approximately
$18.7 million and 2.25%, respectively. The interest expense for the six months ended June 30, 2022 on the BNP Credit Facility was
approximately $0.2 million, inclusive of the commitment fee, and is recorded on the Statement of Operations. As of June 30,
2022, the current outstanding borrowing amount was approximately $21.6 million, which is presented on the Statement of Assets
and Liabilities.
See Note 10 “Asset
Coverage” for further discussion on the Company’s calculation of asset coverage with respect to the BNP Credit Facility.
Under the provisions
of the 1940 Act, the Company is permitted to issue senior securities, including debt securities and preferred stock, and borrow from
banks or other financial institutions, provided that the Company satisfies certain asset coverage requirements.
With respect to senior
securities that are stocks, such as the Series A Term Preferred Stock, the Company is required to have asset coverage of at least
200%, as measured at the time of the issuance of any such senior securities that are stocks and calculated as the ratio of the Company’s
total assets, less all liabilities and indebtedness not represented by senior securities, over the aggregate amount of the Company’s
outstanding senior securities representing indebtedness plus the aggregate liquidation preference of any outstanding shares of senior
securities that are stocks.
With respect to senior
securities representing indebtedness, such as the BNP Credit Facility or any bank borrowings (other than temporary borrowings as defined
under the 1940 Act), the Company is required to have asset coverage of at least 300%, as measured at the time of borrowing and calculated
as the ratio of the Company’s total assets, less all liabilities and indebtedness not represented by senior securities, over the
aggregate amount of the Company’s outstanding senior securities representing indebtedness.
If the Company’s
asset coverage declines below 300% (or 200%, as applicable), the Company would be prohibited under the 1940 Act from incurring additional
debt or issuing additional preferred stock and from declaring certain distributions to its stockholders. In addition, the terms of the
BNP Credit Facility require the Company to cure any breach of the applicable asset coverage if the Company fails to maintain the applicable
asset coverage, and the terms of the Preferred Stock require the Company to redeem shares of the Preferred Stock, if such failure to
maintain the applicable asset coverage is not cured by a certain date.
The following table
summarizes the Company’s asset coverage with respect to its Series A Term Preferred Stock and credit facilities as of June 30,
2022, and as of December 31, 2021:
Eagle
Point Income Company Inc.
Notes
to the Financial Statements
June
30, 2022
(Unaudited)
| |
As of | | |
As of | |
| |
June 30,
2022 | | |
December 31,
2021 | |
Total Assets | |
$ | 154,344,419 | | |
$ | 173,181,861 | |
Less liabilities
and debts not represented by senior securities | |
$ | (1,221,214 | ) | |
$ | (2,456,694 | ) |
Net total assets and liabilities | |
$ | 153,123,205 | | |
$ | 170,725,167 | |
| |
| | | |
| | |
Preferred Stock | |
$ | 38,041,225 | | |
$ | 35,000,000 | |
Credit Facilities | |
$ | 21,550,000 | | |
$ | 19,550,000 | |
| |
$ | 59,591,225 | | |
$ | 54,550,000 | |
| |
| | | |
| | |
Asset
coverage for preferred stock (1) | |
| 257 | % | |
| 313 | % |
Asset
coverage for debt securities (2) | |
| 711 | % | |
| 873 | % |
| (1) | Asset
coverage of the preferred stock is calculated in accordance with Section 18(h) of
the 1940 act, as generally described above. |
| (2) | Asset
coverage of the debt securities is calculated in accordance with Section 18(h) of
the 1940 act, as generally described above. |
On July 29, 2022,
the Company paid a monthly distribution of $0.125 per share on its common stock to holders of record as of July 11, 2022. Additionally,
on August 11, 2022, the Company declared three separate distributions of $0.14 per share on its common stock. The distributions
are payable on each of October 31, 2022, November 30, 2022 and December 30, 2022 to holders of record as of October 11,
2022, November 10, 2022 and December 12, 2022, respectively.
On July 29, 2022,
the Company paid a monthly distribution of $0.104167 per share on its Series A Preferred Stock to holders of record as of July 11,
2022. Additionally, on August 11, 2022, the Company declared three separate distributions of $0.104167 per share of its Series A
Preferred Stock. The distributions are payable on each of October 31, 2022, November 30, 2022 and December 30, 2022 to
holders of record as of October 11, 2022, November 10, 2022 and December 12, 2022, respectively.
Management’s
unaudited estimate of the range of the Company’s NAV per common share as of July 31, 2022 was $14.18 to $14.22.
On August 16,
2022, the Company entered into an agreement (the “Purchase Agreement”) with B. Riley Principal Capital II, LLC (“BRPC
II”) in which BRPC II has committed to purchase from us, at the Company’s discretion, up to $20,000,000 of the Company’s
common stock, subject to terms and conditions specified in the Purchase Agreement. In connection with the Purchase Agreement, the Company intends to file a registration statement on or around August 16, 2022, subject to review by the SEC.
As of August 16,
2022, the aggregate outstanding principal amount borrowed by the Company from the BNP Credit Facility was approximately $18.6 million.
Management of the
Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date of release of this
report, and has determined there are no events in addition to those described above which would require adjustment to or disclosure in
the financial statements and related notes through the date of release of this report.
Eagle
Point Income Company Inc.
Financial
Highlights
(Unaudited)
| |
For
the | | |
| | |
| | |
| | |
For
the period from | |
| |
six
months ended | | |
For
the year ended | | |
For
the year ended | | |
For
the year ended | | |
October
16, 2018 | |
Per
Share Data | |
June
30, 2022 | | |
December
31, 2021 | | |
December
31, 2020 | | |
December
31, 2019 | | |
to
December 31, 2018 | |
Net asset value, beginning of period | |
$ | 16.76 | | |
$ | 16.89 | | |
$ | 19.34 | | |
$ | 18.28 | | |
$ | 20.00 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net
investment income, before fee waivers and expenses reimbursed (1) (2) | |
| 0.75 | | |
| 0.98 | | |
| 1.27 | | |
| 1.15 | | |
| 0.10 | |
Management
fee voluntarily waived by the Adviser (1) | |
| - | | |
| - | | |
| - | | |
| 0.08 | | |
| 0.05 | |
Expenses
reimbursed by the Adviser (1) | |
| - | | |
| - | | |
| - | | |
| 0.06 | | |
| 0.20 | |
Administration
fee voluntarily waived by the Administrator (1) | |
| - | | |
| - | | |
| - | | |
| 0.03 | | |
| - | |
Net investment
income | |
| 0.75 | | |
| 0.98 | | |
| 1.27 | | |
| 1.32 | | |
| 0.35 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net
realized gain (loss) and change in unrealized appreciation (depreciation) on investments (1)
(3) | |
| (3.54 | ) | |
| 0.38 | | |
| (2.21 | ) | |
| 0.70 | | |
| (1.72 | ) |
Net change
in unrealized (appreciation) depreciation on liabilities at fair value under the fair value option | |
| 0.10 | | |
| (0.01 | ) | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income
(loss) and net increase (decrease) in net assets resulting from operations | |
| (2.69 | ) | |
| 1.35 | | |
| (0.94 | ) | |
| 2.02 | | |
| (1.37 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common
stock distributions from net investment income (4) | |
| (0.74 | ) | |
| (1.33 | ) | |
| (1.32 | ) | |
| (0.69 | ) | |
| (0.35 | ) |
Common
stock distributions from net realized gains on investments (4) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Common
stock distributions from tax return of capital (4) | |
| - | | |
| - | | |
| (0.18 | ) | |
| - | | |
| - | |
Total
common stock distributions declared to stockholders (4) | |
| (0.74 | ) | |
| (1.33 | ) | |
| (1.50 | ) | |
| (0.69 | ) | |
| (0.35 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common
stock distributions based on weighted average shares impact (5) | |
| 0.01 | | |
| (0.02 | ) | |
| - | | |
| (0.15 | ) | |
| - | |
Total common
stock distributions | |
| (0.73 | ) | |
| (1.35 | ) | |
| (1.50 | ) | |
| (0.84 | ) | |
| (0.35 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Effect of other comprehensive
income | |
| 0.32 | | |
| (0.13 | ) | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Effect
of shares issued (6) | |
| - | | |
| 0.10 | | |
| - | | |
| (0.19 | ) | |
| | |
Effect of underwriting discounts,
commissions and offering expenses associated with shares issued (6) | |
| - | | |
| (0.10 | ) | |
| (0.01 | ) | |
| | | |
| | |
Effect
of offering expenses associated with shares issued (7) | |
| - | | |
| - | | |
| - | | |
| (0.12 | ) | |
| | |
Effect of shares issued in accordance
with the Company's dividend reinvestment plan | |
| - | | |
| - | | |
| - | | |
| - | | |
| | |
Effect
of paid-in capital contribution (8) | |
| - | | |
| - | | |
| - | | |
| 0.19 | | |
| | |
Net effect of shares issued | |
| - | | |
| - | | |
| (0.01 | ) | |
| (0.12 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net asset value at end of
period | |
$ | 13.66 | | |
$ | 16.76 | | |
$ | 16.89 | | |
$ | 19.34 | | |
$ | 18.28 | |
Per
share market value at beginning of period (9) | |
$ | 17.03 | | |
$ | 14.41 | | |
$ | 18.76 | | |
$ | 19.89 | | |
| N/A
| |
Per share market value at
end of period | |
$ | 15.46 | | |
$ | 17.03 | | |
$ | 14.41 | | |
$ | 18.76 | | |
| N/A
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total
return, based on market value (10) | |
| (3.79 | )% | |
| 26.55 | % | |
| (14.07 | )% | |
| (2.27 | )% | |
| N/A
| |
Total
return, based on net asset value (11) | |
| (14.14 | )% | |
| 7.22 | % | |
| (4.91 | )% | |
| 9.56 | % | |
| (6.85 | )% |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Shares of common stock outstanding at end of period | |
| 6,997,765 | | |
| 6,881,964 | | |
| 6,106,458 | | |
| 6,018,273 | | |
| 3,769,596 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Ratios
and Supplemental Data: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net asset value at end of period | |
$ | 95,585,178 | | |
$ | 115,349,167 | | |
$ | 103,120,136 | | |
$ | 116,408,383 | | |
$ | 68,923,362 | |
Ratio
of net investment income to average net assets (12) (14) | |
| 9.61 | % | |
| 5.66 | % | |
| 8.65 | % | |
| 6.67 | % | |
| 8.54 | % |
Ratio
of expenses, before fee waivers and expenses reimbursed, to average net assets (12) (13)
(14) | |
| 5.92 | % | |
| 5.36 | % | |
| 3.99 | % | |
| 2.75 | % | |
| 3.12 | % |
Ratio
of expenses, after fee waivers and expenses reimbursed, to average net assets (12) (13)
(14) | |
| N/A | | |
| N/A | | |
| N/A | | |
| 1.89 | % | |
| 0.00 | % |
Portfolio
turnover rate (15) | |
| 5.43 | % | |
| 27.98 | % | |
| 29.14 | % | |
| 11.42 | % | |
| 2.35 | % |
Asset coverage of preferred stock | |
| 257 | % | |
| 313 | % | |
| 313 | % | |
| | | |
| | |
Asset coverage of debt securities | |
| 711 | % | |
| 873 | % | |
| 873 | % | |
| 947 | % | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Credit
Facility: | |
| | | |
| | | |
| | | |
| | | |
| | |
Principal amount outstanding
at end of period | |
$ | 21,550,000 | | |
$ | 19,550,000 | | |
$ | 14,815,000 | | |
$ | 13,743,000 | | |
$ | - | |
Asset
coverage per $1,000 at end of period (16) | |
$ | 7,105.49 | | |
$ | 8,732.75 | | |
$ | 7,960.52 | | |
$ | 9,470.38 | | |
$ | - | |
Eagle
Point Income Company Inc.
Financial
Highlights
(Unaudited)
Footnotes to
the Financial Highlights:
| (1) | Per
share amounts are based on the weighted average of shares of common stock outstanding for
the period. |
| (2) | Per
share distributions paid to preferred stockholders are reflected in net investment income,
and totaled ($0.13) per share of common stock for the six months ended June 30, 2022. |
| (3) | Net
realized gain (loss) and change in unrealized appreciation (depreciation) on investments
may include a balancing figure to reconcile to the change in NAV per share at the end of
each period. The amount shown for a share outstanding throughout the period may not agree
with the change in the aggregate net realized gain (loss) and change in unrealized appreciation
(depreciation) on investments for the period because of the timing of sales of the Company’s
common stock in relation to fluctuating market values for the portfolio. |
| (4) | The
information provided is based on estimates available at each respective period. The Company’s
final taxable income and the actual amount required to be distributed will be finally determined
when the Company files its final tax returns and may vary from these estimates. |
| (5) | Represents
the difference between the per share amount distributed to common stockholders of record
and the per share amount distributed based on the weighted average of shares of common stock
outstanding for the period. |
| (6) | Represents
the effect per share of the Company’s issuance of shares of common stock pursuant to
a private placement in May 2019 and the Company’s ATM and follow on offerings. Effect
of shares issued reflect the impact of the offering price when compared to management’s
estimated NAV per share at the time of each respective offering. |
| (7) | Represents
the effect per share of offering expenses incurred prior to or in connection with the Company’s
IPO. |
| (8) | Represents
the effect of the paid-in capital contribution made by an affiliate of the Adviser pursuant
to a private placement in May 2019. |
| (9) | Represents
the IPO price as of July 23, 2019 for the year ended December 31, 2019. |
| (10) | Total
return based on market value is calculated assuming shares of the Company’s common
stock were purchased at the market price as of the beginning of the period, and distributions
paid to common stockholders during the period were reinvested at prices obtained by the Company’s
dividend reinvestment plan, and the total number of shares were sold at the closing market
price per share on the last day of the period. For the year ended December 31, 2019 the total
return on market value is calculated as the change in market value per share for the period
commencing July 23, 2019, the date of the Company’s IPO, through December 31, 2019.
The beginning market value per share is based on the initial public offering price of $19.89
per share. Total return does not reflect any sales load. |
| (11) | Total
return based on net asset value is calculated as the change in net asset value per share
during the period plus declared and paid dividends per share, divided by the beginning net
asset value per share. |
| (12) | Ratios
for the period from October 16, 2018 to December 31, 2018 and for the six months ended June
30, 2022 are annualized. Ratios include the impact of the fee waivers and expenses reimbursed
by the Adviser, where applicable. |
| (13) | Expenses
of the Company for the period from October 16, 2018 to December 31, 2018 and for the period
from January 1, 2019 to May 31, 2019 were reimbursed by the Adviser. In addition, the Adviser
has voluntarily waived the management fee and the Administrator has voluntarily waived the
administration fee for the same periods from October 16, 2018 to December 31, 2018 and from
January 1, 2019 to May 31, 2019. |
| (14) | Ratios
for the six months ended June 30, 2022 and the years ended December 31, 2021, December 31,
2020 and December 31, 2019 include interest expense on the credit facility of 0.40%, 0.40%,
0.60% and 0.04% of average net assets, respectively. Ratios for the six months ended June
30, 2022 and the year ended December 31, 2021 include interest expense on the Series A Term
Preferred Stock of 1.72% and 0.31% of average net assets, respectively. Ratios for the six
months ended June 30, 2022 and the years ended December 31, 2021 and December 31, 2019 include
excise tax expense of 0.03%, 0.06% and 0.10% of average net assets, respectively. |
| (15) | The
portfolio turnover rate is calculated as the lesser of total investment purchases executed
during the period or the total of investment sales and repayments of principal executed during
the period, divided by the average fair value of the investments for the same period. |
| (16) | The
asset coverage per unit figure is the ratio of the Company’s total assets, less liabilities
and indebtedness not represented by the credit facility, to the aggregate dollar amount of
outstanding borrowings of the credit facility, in accordance with section 18(h) of the 1940
Act. The asset coverage per unit figure is expressed in terms of dollar amounts per $1,000
principal amount. |
Eagle
Point Income Company Inc.
Financial
Highlights
(Unaudited)
Financial highlights
for the period from October 4, 2018 (Commencement of Operations) to October 15, 2018 for the Members are as follows:
| |
For the period
from | |
| |
October 4, 2018 | |
| |
(Commencement
of Operations) | |
Per
Unit Data | |
to
October 15, 2018 | |
Net
asset value at beginning of period | |
$ | 1,000.00 | |
Net investment
income | |
| 2.69 | |
Net
change in unrealized appreciation (depreciation) on investments | |
| 0.51 | |
Net
income (loss) and net increase (decrease) in net assets resulting from operations | |
| 3.20 | |
Net
asset value at end of period | |
$ | 1,003.20 | |
Total
return (1) | |
| 0.32 | % |
| |
| | |
Ratios
and Supplemental Data: | |
| | |
Net asset value at end of period | |
$ | 75,391,911 | |
Ratio
of net investment income to average net assets (1) | |
| 0.27 | % |
Ratio
of expenses to average net assets (2) | |
| 0.00 | % |
Portfolio
turnover rate (3) | |
| 0.00 | % |
| (1) | Total
return and ratio of net investment income to average net assets for the period from October
4, 2018 (Commencement of Operations) to October 15, 2018 are not annualized. |
| (2) | No
expenses were borne by the Company from October 4, 2018 (Commencement of Operations) to October
15, 2018. |
| (3) | The
Company did not enter transactions to purchase or sell securities from October 4, 2018 (Commencement
of Operations) to October 15, 2018. As such, the portfolio turnover rate is 0.00%. |
Note: The above
Financial Highlights for the period from October 4, 2018 (Commencement of Operations) to October 15, 2018 for Members represents the
period when the Company was initially organized as a Delaware limited liability company.
Eagle
Point Income Company Inc.
Supplemental
Information
(Unaudited)
Senior Securities Table
Information about the Company’s
senior securities shown in the following table has been derived from the Company’s financial statements as of and for the dates
noted.
Class | |
Total
Amount Outstanding
Exclusive of Treasury
Securities (in millions) | | |
Asset
Coverage Per Unit (1) | | |
Involuntary
Liquidating Preference Per Unit (2) | | |
Average
Market Value Per Unit (3) | |
For
the six months ended June 30, 2022 | |
| | |
| | |
| | |
| |
Preferred Stock | |
$ | 38.04 | | |
$ | 64.24 | | |
$ | 25 | | |
$ | 24.62 | |
Credit Facility (BNP Paribas) | |
$ | 21.55 | | |
$ | 7,105.49 | | |
| N/A | | |
| N/A | |
| |
| | | |
| | | |
| | | |
| | |
For
the year ended December 31, 2021 | |
| | | |
| | | |
| | | |
| | |
Preferred Stock | |
$ | 35.00 | | |
$ | 78.24 | | |
$ | 25 | | |
$ | 25.32 | |
Credit Facility (BNP Paribas) | |
$ | 19.55 | | |
$ | 8,732.75 | | |
| N/A | | |
| N/A | |
| |
| | | |
| | | |
| | | |
| | |
For
the year ended December 31, 2020 | |
| | | |
| | | |
| | | |
| | |
Credit Facility (Société Générale) | |
$ | 14.82 | | |
$ | 7,960.52 | | |
| N/A | | |
| N/A | |
| |
| | | |
| | | |
| | | |
| | |
For
the year ended December 31, 2019 | |
| | | |
| | | |
| | | |
| | |
Credit Facility (Société Générale) | |
$ | 13.74 | | |
$ | 9,470.38 | | |
| N/A | | |
| N/A | |
| (1) | The
asset coverage per unit figure is the ratio of the Company’s total assets, less all
liabilities and indebtedness not represented by senior securities, to the aggregate dollar
amount of senior securities, as calculated separately for each of the Series A Term Preferred
Stock and Credit Facilities in accordance with section 18(h) of the 1940 Act. With respect
to the Series A Term Preferred Stock, the asset coverage per unit figure is expressed in
terms of dollar amounts per share of outstanding preferred stock (based on a per share liquidation
preference of $25). With respect to the Credit Facilities, the asset coverage per unit figure
is expressed in terms of dollar amounts per $1,000 of indebtedness. |
| (2) | The
involuntary liquidating preference per unit is the amount to which a share of Preferred Stock
would be entitled in preference to any security junior to it upon our involuntary liquidation. |
| (3) | The
average market value per unit is calculated by taking the average of the closing price of
the Series A Term Preferred Stock (NYSE: EICA). |
Dividend
Reinvestment Plan
The
Company has adopted a dividend reinvestment plan (“DRIP”). Under the amended DRIP, each registered holder of at least one
full share of our common stock will be automatically enrolled in the DRIP and distributions on shares of the Company’s common stock
are automatically reinvested in additional shares of the Company’s common stock by American Stock Transfer & Trust Company,
LLC (the “DRIP Agent”) unless a stockholder “opts-out” of the DRIP. Holders of the Company’s common stock
who receive distributions in the form of additional shares of the Company’s common stock are nonetheless required to pay applicable
federal, state or local taxes on the reinvested distribution but will not receive a corresponding cash distribution with which to pay
any applicable tax. Distributions that are reinvested through the issuance of new shares increase the Company’s stockholders’
equity on which a management fee is payable to the Adviser. If we declare a distribution payable in cash, holders of shares of the Company’s
common stock who opt-out of participation in the DRIP (including those holders whose shares are held through a broker or other nominee
who has opted out of participation in the DRIP) generally will receive such distributions in cash.
The
DRIP Agent, on the Company’s behalf, will primarily use newly-issued, authorized shares of common stock to implement reinvestment
of distributions under the DRIP (regardless of whether the outstanding shares are trading at a premium or at a discount to the Company’s
NAV). However, the Company reserves the right to instruct the DRIP Agent to purchase shares of the Company’s common stock on the
open market (on the New York Stock Exchange or elsewhere) in connection with the reinvestment of distributions under the DRIP to the
extent that the Company’s shares of common stock are trading at a discount to NAV per share.
The
number of shares of common stock to be credited to each participant’s account will be determined by dividing the aggregate dollar
amount of the distribution by 95% of the closing market price per share of common stock on the payment date, provided that if 95% of
the closing market price per share of common stock on the payment date is below the Company’s last determined NAV per share, then
the number of shares to be credited to each participant’s account pursuant to the DRIP will be determined by dividing the aggregate
dollar amount of the distribution by the lesser of (i) the last determined NAV per share and (ii) the closing market price
per share.
In
the event that the DRIP Agent is instructed to buy shares of our common stock on the open market, any shares so purchased will be allocated
to each participant based upon the average purchase price (excluding any brokerage charges or other fees) of all shares purchased with
respect to the distribution. In any case, the DRIP Agent (or the DRIP Agent’s broker) will have until the last business day before
the next date on which the shares trade on an “ex-dividend” basis or 30 days after the payment date for the applicable distribution,
whichever is sooner, to invest the distribution amount in shares acquired on the open market. To the extent that the DRIP Agent is unable
to reinvest the full amount of the distribution through open market purchases, the balance shall be credited to participants’ accounts
in the form of newly-issued shares of common stock, in accordance with the procedures described above. Open market purchases may be made
on any securities exchange where shares of our common stock are traded, in the over-the-counter market or in negotiated transactions,
and may be on such terms as to price, delivery and otherwise as the DRIP Agent shall determine.
There
are no brokerage charges with respect to shares of common stock issued directly by the Company. However, whenever shares are purchased
or sold on the NYSE or otherwise on the open market, each participant will pay a pro rata portion of brokerage trading fees, currently
$0.07 per share purchased or sold. Brokerage trading fees will be deducted from amounts to be invested.
Holders
of the Company’s common stock can also sell shares held in the DRIP account at any time by contacting the DRIP Agent in writing
at American Stock Transfer & Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560. The DRIP Agent
will mail a check to such holder (less applicable brokerage trading fees) on the settlement date, which is three business days after
the shares have been sold. If a stockholder chooses to sell its shares through a broker, the
holder will need to request that the DRIP
Agent electronically transfer their shares to the broker through the Direct Registration System.
Stockholders
participating in the DRIP may withdraw from the DRIP at any time by contacting the DRIP Agent in writing at American Stock Transfer &
Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560. Such termination will be effective immediately if
the notice is received by the DRIP Agent prior to any dividend or distribution record date; otherwise, such termination will be effective
on the first trading day after the payment date for such dividend or distribution and thus apply to any subsequent dividend or distribution.
If a holder of the Company’s common stock withdraws, full shares will be credited to their account, and the stockholder will be
sent a check for the cash adjustment of any fractional share at the market value per share of the Company’s common stock as of
the close of business on the day the termination is effective, less any applicable fees. Alternatively, if the stockholder wishes, the
DRIP Agent will sell their full and fractional shares and send them the proceeds, less a transaction fee of $15.00 and less brokerage
trading fees of $0.07 per share. If a stockholder does not maintain at least one whole share of common stock in the DRIP account, the
DRIP Agent may terminate such stockholder’s participation in the DRIP after written notice. Upon termination, stockholders will
be sent a check for the cash value of any fractional share in the DRIP account, less any applicable broker commissions and taxes.
Stockholders
who are not participants in the DRIP, but hold at least one full share of our common stock, may join the DRIP by notifying the DRIP Agent
in writing at American Stock Transfer & Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560.
If received in proper form by the DRIP Agent before the record date of a dividend, the election will be effective with respect to all
dividends paid after such record date. If a stockholders wishes to participate in the DRIP and their shares are held in the name of a
brokerage firm, bank or other nominee, the stockholder should contact their nominee to see if it will participate in the DRIP. If a stockholder
wishes to participate in the DRIP, but the brokerage firm, bank or other nominee is unable to participate on their behalf, the stockholder
will need to request that their shares be re-registered in their own name, or the stockholder will not be able to participate. The DRIP
Agent will administer the DRIP on the basis of the number of shares certified from time to time by the stockholder as representing the
total amount registered in their name and held for their account by their nominee.
Experience
under the DRIP may indicate that changes are desirable. Accordingly, the Company and the DRIP Agent reserve the right to amend or terminate
the DRIP upon written notice to each participant at least 30 days before the record date for the payment of any dividend or distribution
by the Company.
All
correspondence or additional information about the DRIP should be directed to American Stock Transfer & Trust Company, LLC,
6201 15th Avenue, Brooklyn, NY 11219.
Additional
Information
Management
Our
Board of Directors (the “Board”) is responsible for managing the Company’s affairs, including the appointment of advisers
and sub-advisers. The Board has appointed officers who assist in managing the Company’s day-to-day affairs.
The
Board
The
Board currently consists of six members, four of whom are not “interested persons” (as defined in the 1940 Act) of the Company.
The Company refers to these directors as the Company’s “independent directors.”
Under
our certificate of incorporation and bylaws, our board of directors is divided into three classes with staggered terms, with the term
of only one of the three classes expiring at each annual meeting of our stockholders. The classification of the board across staggered
terms may prevent replacement of a majority of the directors for up to a two-year period.
The
directors and officers of the Company are listed below. Except as indicated, each individual has held the office shown or other offices
with the same company for the last five years. Certain of the Company’s officers and directors also are officers or managers of
our Adviser and its affiliates. Each of our directors also serves as a director of Eagle Point Credit Company Inc., a registered investment
company for which an affiliate of our Adviser serves as investment adviser.
Name,
Address1
and Age |
|
Position(s)
held with
the Company |
|
Term
of Office and
Length of Time Served |
|
Principal
Occupation(s)
During the Past 5 Years |
|
Other
Directorships3 |
|
|
|
|
|
|
|
|
|
Interested Directors2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas P. Majewski
Age: 47 |
|
Class III Director, Chief Executive Officer, and Chairperson of the Board |
|
Since inception;
Term expires 2023 |
|
Managing Partner of Eagle Point Income Management LLC since September 2018; Managing Partner of Eagle Point Credit Management LLC since September 2012. Chief Executive Officer of Eagle Point Credit Company Inc. since May 2014. |
|
Eagle Point Credit Company Inc. |
|
|
|
|
|
|
|
|
|
James R. Matthews
Age: 55 |
|
Class II Director |
|
Since inception;
Term expires 2025 |
|
Principal of Stone Point Capital LLC since October 2011. |
|
Eagle Point Credit Company Inc. |
|
|
|
|
|
|
|
|
|
Independent Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Appleby
Age: 57 |
|
Class I Director |
|
Since inception;
Term expires 2024 |
|
President of Appleby Capital, Inc., a financial advisory firm, since April 2009. |
|
Eagle Point Credit Company Inc. |
|
|
|
|
|
|
|
|
|
Kevin F. McDonald
Age: 56 |
|
Class III Director |
|
Since inception;
Term expires 2023 |
|
Chief Operating Officer of AltaRock Partners, an asset management firm, since January 2019; Director of Business Development and Investor Relations of Folger Hill Asset Management, LP from December 2014 to July 2018; Principal of Taylor Investment Advisors, LP from March 2002 to March 2017. |
|
Eagle
Point Credit Company Inc. |
Name,
Address1
and Age |
|
Position(s)
held with
the Company |
|
Term
of Office and
Length of Time Served |
|
Principal
Occupation(s)
During the Past 5 Years |
|
Other
Directorships3 |
|
|
|
|
|
|
|
|
|
Paul E. Tramontano
Age: 60 |
|
Class II Director |
|
Since inception;
Term expires 2025 |
|
Senior Managing Director and Portfolio Manager at First Republic Investment Management since October 2015. |
|
Eagle Point Credit Company Inc. |
|
|
|
|
|
|
|
|
|
Jeffrey L. Weiss
Age: 61 |
|
Class I Director |
|
Since inception;
Term expires 2024 |
|
Private Investor since June 2012; Managing Partner of Colter Lewis Investment Partners since January 2018. |
|
Eagle Point Credit Company Inc. |
1 | The
business address of each of our directors is c/o Eagle Point Income Company Inc., 600 Steamboat
Road, Suite 202, Greenwich, Connecticut 06830. |
2 | Mr. Majewski
is an interested director due to his position as our Chief Executive Officer and his position
with the Adviser. Mr. Matthews is an interested director due to his position with Stone
Point Capital LLC, which is an affiliate of the Adviser. |
3 | Eagle
Point Credit Company Inc. is considered to be in the same fund complex as us and, as a result,
each director serves as a director of two investment companies in the same complex. |
The
Company’s registration statement, prospectus and proxy statement for the annual stockholders’ meeting include additional
information about our directors. A copy of the prospectus and proxy statement is available free of charge at www.eaglepointincome.com
or upon request by calling (844) 810-6501.
Officers
Information
regarding our officers who are not directors is as follows:
Name,
Address1
and Age |
|
Positions
Held with the
Company |
|
Term
of Office and
Length of Time
Served2 |
|
Principal
Occupation(s)
During the Last Five Years |
|
|
|
|
|
|
|
Kenneth P. Onorio
Age: 54 |
|
Chief Financial Officer and Chief Operating Officer |
|
Since inception |
|
Chief Financial Officer of Eagle Point Credit Company Inc. since July 2014 and Chief Operating Officer of Eagle Point Credit Company Inc. since November 2014; Chief Financial Officer of the Adviser since October 2018 and Eagle Point Credit Management since July 2014; Chief Operating Officer of the Adviser since October 2018 and Eagle Point Credit Management since August 2014. |
|
|
|
|
|
|
|
Nauman S. Malik
Age: 42 |
|
Chief Compliance Officer |
|
Since inception |
|
Chief Compliance Officer of Eagle Point Credit Company Inc. since September 2015; General Counsel of the Adviser since October 2018 and Eagle Point Credit Management since June 2015; Chief Compliance Officer of the Adviser from October 2018 to March 2020 and Eagle Point Credit Management from September 2015 to March 2020. |
|
|
|
|
|
|
|
Courtney B. Fandrick
Age: 40 |
|
Secretary |
|
Since inception |
|
Chief Compliance Officer of the Adviser and Eagle Point Credit Management since April 2020; Secretary of Eagle Point Credit Company Inc. since August 2015; Deputy Chief Compliance Officer of the Adviser from October 2018 to March 2020 and Eagle Point Credit Management from December 2014 to March 2020. |
1 | The
business address of each of our officers is c/o Eagle Point Income Company Inc., 600 Steamboat
Road, Suite 202, Greenwich, Connecticut 06830. All of our officers are officers or employees
of the Adviser or affiliated companies. |
2 | Each
officer holds office until his or her successor is chosen and qualifies, or until his or
her earlier resignation or removal. |
Director
and Officer Compensation
Our
independent directors received compensation from the Company in the amounts set forth in the following table during the six months ended
June 30, 2022.
Name | |
Aggregate
Compensation
from the Company1, 2 | |
Scott W. Appleby | |
$ | 32,500 | |
Kevin F. McDonald | |
$ | 30,000 | |
Paul E. Tramontano | |
$ | 30,000 | |
Jeffrey L. Weiss | |
$ | 35,000 | |
TOTAL | |
$ | 125,500 | * |
*
Includes amounts that were payable to directors as of June 30, 2022 in respect of the six-month period ended June 30,
2022. Such amounts were paid in the immediately following fiscal period.
| 1 | For
a discussion of the independent directors’ compensation, see below. |
| 2 | The
Company does not maintain a pension plan or retirement plan for any of our directors. |
As
compensation for serving on the Board, each independent director receives an annual fee of $60,000, as well as reasonable out-of-pocket
expenses incurred in attending Board and committee meetings. The chairman of the audit committee receives an additional annual fee of
$10,000 and the chairman of the nominating committee receives an additional annual fee of $5,000 for their additional services in these
capacities.
No
compensation is, or is expected to be, paid by us to our directors who are “interested persons” of us, as such term is defined
in the 1940 Act, or to our officers. Our officers are compensated by the Adviser or one of its affiliates, as applicable.
We
have entered into an Administration Agreement pursuant to which Eagle Point Administration LLC, our administrator (“Eagle Point
Administration”), performs, or arranges for the performance of, our required administrative services, among other things. Payments
under the Administration Agreement are equal to an amount based upon our allocable portion of Eagle Point Administration’s overhead
in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance
functions and our allocable portion of the compensation of our chief financial officer and chief compliance officer and our allocable
portion of the compensation of any administrative support staff. Our allocable portion of such total compensation is based on an allocation
of the time spent on us relative to other matters. The Administration Agreement will remain in effect if approved by the Board, including
by a majority of our independent directors, on an annual basis. The Administration Agreement was most recently approved by the Board
in May 2022.
Stockholder
Meeting Information
At
the annual meeting of stockholders of the Company held on May 18, 2022, the stockholders of the Company voted to re-elect two Class II
directors to serve until the Company’s 2025 annual meeting or until his successor is duly elected and qualified. The voting results
were as follows:
Nominee | |
Shares
Voted “For” | |
Shares
“Withheld” | |
Broker
Non-Votes | |
James R. Matthews1 | |
903,546 | |
695,670 | |
0 | |
Paul E. Tramontano2 | |
6,043,877 | |
272,177 | |
0 | |
| 1 | Mr. Matthews was elected by holders of the outstanding shares
of Preferred Stock, voting together as a single class; and |
| | |
| 2 | Mr. Tramontano was elected by holders of the outstanding shares
of Common and Preferred Stock, voting separately as a single class. |
The
following individuals’ terms of office as directors also continued after the annual meeting given that each person is either a
Class I or Class III director and was not up for re-election at the Annual Meeting: Scott W. Appleby, Jeffrey L. Weiss, Thomas
P. Majewski and Kevin F. McDonald.
Investment
Advisory Agreement
At
a meeting held on May 18, 2022, the Board, including all of the directors that are not interested persons of the Company (voting
separately), unanimously voted to approve the continuation and renewal of the existing investment advisory agreement (the “Investment
Advisory Agreement”) by and between the Company and the Adviser for an additional one-year period.
In
reaching a decision to approve the continuation and renewal of the Investment Advisory Agreement, the Board, assisted by the advice of
fund counsel, requested and received a significant amount of information and considered all the factors the Board believed relevant,
including, among other things, the following: (1) the nature, extent and quality of services performed by the Adviser, including
the investment performance of the Company, other comparable registered investment companies, certain other accounts advised by an affiliate
of the Adviser, and a certain market index; (2) information regarding the fees and other expenses paid by the Company, including
the cost of services provided by the Adviser and its affiliate; (3) the profitability to the Adviser of its relationship with the
Company, including certain ancillary and other benefits received by the Adviser; (4) comparative information on fees and expenses
borne by other comparable registered investment companies, and a separate account managed by an affiliate of the Adviser (“Comparable
Account”); (5) the extent to which economies of scale would be realized as the Company grows and whether fee levels reflect
these economies of scale for the benefit of the Company’s investors; and (6) various other factors.
The
Board’s decision to renew the Investment Advisory Agreement was not based on any single factor, but rather was based on a comprehensive
consideration of the information provided to the Board at its meetings throughout the year. The Board did not assign relative weights
to the factors considered by it as the Board conducted an overall analysis of these factors. Individual members of the Board may have
given different weights to different factors.
The
Board requested, considered and evaluated information regarding the following factors, among others:
Nature,
Extent and Quality of Services and Performance
The
Board reviewed and considered the nature, extent and quality of the services provided by the Adviser under the Investment Advisory Agreement
and by its affiliate under a separate administration agreement and the services provided to the Company by third-party service providers.
Among other things, the Board reviewed the most recent Form ADV for the Adviser and information about the background and experience
of the staff and personnel of the Adviser primarily responsible for the day-to-day portfolio management of the Company, including their
experience in managing portfolios of CLO securities and the CLO industry knowledge of the Adviser’s senior investment team.
The
Board also evaluated the Adviser’s shared personnel/services arrangement with its affiliate, Eagle Point Credit Management LLC,
and the ability of the Adviser and its affiliate to attract and retain high-caliber professional personnel. In this regard, the Board
considered information regarding the Adviser’s and its affiliate’s compensation program, which is designed to align personnel
interests with the long-term success of clients, including the Company.
In
addition, the Board reviewed information about the Adviser’s investment process, financial stability and investment and risk management
programs, the legal and compliance programs of the Adviser and its affiliate, and the Company’s use of leverage and different levels
of leverage used during the various different periods considered, the form of leverage used by the Company, the effect of such leverage
on the Company’s portfolio, profitability and performance, and the forms and levels of leverage used by two closed-end funds managed
by third-party advisers that allocate a significant portion of their capital to CLO debt and equity securities and other related securities
(“Peer Funds”).
The
Board then reviewed and considered the Company’s performance results in terms of both (1) total return on a net asset value
basis (i.e., book basis) during (a) the period from the Company’s registration as an investment company through December 31,
2018, (b) the 2019 calendar year, (c) the 2020 calendar year, (d) the 2021 calendar year, (e) the first quarter of
2022, and (f) the period from the Company’s registration as an investment company through a recent date and (2) total
return
to common stockholders (assuming reinvestment of dividends) during (a) the period from the Company’s initial public
offering through December 31, 2019, (b) the 2020 calendar year, (c) the 2021 calendar year, (d) the first quarter
of 2022, and (e) the period from the Company’s initial public offering through a recent date, and considered such performance
in light of the Company’s investment objective, strategies and risks.
The
Board also considered and discussed at length these results in comparison to the performance results for similar periods of (1) the
Comparable Account and a composite of separate accounts that an affiliate of the Adviser manages for certain other clients that pursue
an investment strategy which is similar to that of the Company, (2) the Peer Funds, and (3) an index of CLO debt securities
deemed relevant by the Adviser. The Board considered the Adviser’s representation that there were meaningful differences between
the portfolios of such Peer Funds and the accounts and the portfolio of the Company and thus the Peer Funds and the accounts provided
an imperfect basis for comparison. The Board also discussed and considered the Company’s recent performance in light of recent
and current market conditions.
In
addition, the Board considered information on steps that the Adviser and its affiliates had taken to address market disruptions caused
by the ongoing COVID-19 pandemic and other significant macroeconomic events and discussed the potential impact of those steps and subsequent
market developments on the Company’s and the Adviser’s ongoing operations.
Based
on the above factors, together with those referenced below, the Board concluded that it was generally satisfied with, and that the Company
should continue to benefit from, the nature, extent and quality of services provided to the Company by the Adviser.
Investment
Advisory Fee Rates and Total Expense Ratio
The
Board then reviewed and considered the advisory fee rate payable by the Company to the Adviser under the Investment Advisory Agreement
and the total expense ratio of the Company. Additionally, the Board received and considered information comparing the advisory fee rate
and total expense ratio of the Company with those of the Peer Funds and the advisory fee rate of the Comparable Account.
The
Board noted that the Company’s base management fee rate was lower than that of one Peer Fund and higher than that of the other
Peer Fund, and that the Company’s total expense ratio was higher than that of each of the Peer Funds.
The
Board also noted that there were certain differences among the fee structures of the Company and the Comparable Account. The Board noted
that while the Company’s advisory fee rate was higher than that of the Comparable Account, the Comparable Account is subject to
an annual performance fee. The Board noted the Adviser’s explanation that such incentive fees could result in the Comparable Account
having a higher effective aggregate fee rate than the Company. The Board also considered that the different fee structures are driven
by investor expectations for different account structures and regulatory and tax restrictions on and additional costs related to the
management of the Company as a publicly-traded registered fund.
In
considering the advisory fee rate, the Board also discussed the Company’s use of leverage, including the Company’s issuance
of preferred stock and borrowing under the credit facility. The Board noted that while the Adviser believes that the prudent use of leverage
is in the best interests of the Company and its stockholders, the use of leverage has the impact of increasing the management fee rate
paid by the Company as a percent of net assets because the Company’s management fees are based on total assets, including assets
attributable to leverage (less certain accrued liabilities), and therefore may create a conflict of interest.
Based
on its review, the Board concluded that each of the Company’s advisory fee rate and total expense ratio is fair and reasonable
in light of the services provided to the Company and other factors considered.
Profitability
The
Board also considered a profitability analysis of the Adviser and its affiliates with respect to the Company and the changes in such
profitability over time. The Board concluded that, in light of the profitability information presented and other factors considered,
the Adviser’s profitability was not excessive.
Economies
of Scale
The
Board considered information regarding whether the Investment Advisory Agreement adequately addresses economies of scale with respect
to providing advisory services to the Company. The Board considered that, given (1) the complexity and time required to manage and
monitor the types of CLO securities in which the Company invests and (2) the resource-intensive nature of acquiring and disposing
of certain of the Company’s investments in the primary markets (particularly with respect to CLO equity investments), growth in
the Company’s assets would be expected to require and had required additional investment resources, including personnel, and therefore
generally would not meaningfully reduce the per unit cost of managing the Company’s portfolio. Based on the foregoing, the Board
concluded that the opportunity of the Company to realize significant economies of scale is limited and that the lack of breakpoints in
the fee structure was appropriate given the Company’s investment objectives and strategies.
Other
Benefits
The
Board considered other benefits to the Adviser and its affiliates derived from their relationship with the Company. The Board considered
the Adviser’s representation that these ancillary benefits could not be appropriately valued.
Based
on the information reviewed and the discussions detailed above, the Board reached a determination, through the exercise of its business
judgment, that the compensation payable to the Adviser pursuant to the Investment Advisory Agreement was fair and reasonable in light
of the services provided to the Company by the Adviser and other factors considered.
Portfolio
Information
The
Company files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit
to its reports on Form N-PORT. The Company’s Form N-PORT is available without charge, upon request by calling (844) 810-6501,
or from the EDGAR Database on the SEC’s website (www.sec.gov).
Proxy
Information
The
Company has delegated its proxy voting responsibility to the Adviser. A description of these policies and procedures is available (1) without
charge, upon request, by calling toll free (844) 810-6501; and (2) in the Company’s pre-effective amendment to its registration
statement on Form N-2 filed on May 29, 2020 with the SEC, which can be found on the SEC’s website (www.sec.gov).
Information
regarding how the Company voted proxies relating to portfolio securities for the 12-month period ending June 30, 2022 is available:
(1) without charge, upon request, by calling toll free (844) 810-6501; and (2) in the Company’s Form N-PX filing,
which can be found on the SEC’s website (www.sec.gov). The
Company also makes this information available on its website at www.eaglepointincome.com.
Tax
Information
For
the six months ended June 30, 2022, the Company recorded distributions on our common stock equal to $0.74 per share or $5.1 million.
Privacy
Notice
The
Company is committed to protecting your privacy. This privacy notice explains the privacy policies of Eagle Point Income Company Inc.
and its affiliated companies. The terms of this notice apply to both current and former stockholders. The Company will safeguard, according
to strict standards of security and confidentiality, all information it receives about you. With regard to this information, the Company
maintains procedural safeguards that are reasonably designed to comply with federal standards. We have implemented procedures that
are designed to restrict access to your personal information to authorized employees of the Company’s investment adviser, Eagle
Point Income Management, LLC and its affiliates who need to know your personal information to perform their jobs, and in connection with
servicing your account. The Company’s goal
is to limit the collection and use of information about you. While we may share your
personal information with our affiliates in connection with servicing your account, our affiliates are not permitted to share your information
with non-affiliated entities, except as permitted or required by law.
When
you purchase shares of the Company’s common stock and in the course of providing you with products and services, we and certain
of our service providers, such as a transfer agent, may collect personal information about you, such as your name, address, social security
number or tax identification number. This information may come from sources such as account applications and other forms, from other
written, electronic or verbal correspondence, from your transactions, from your brokerage or financial advisory firm, financial adviser
or consultant, and/or information captured on applicable websites.
We
do not disclose any personal information provided by you or gathered by us to non-affiliated third parties, except as permitted or required
by law or for our everyday business purposes, such as to process transactions or service your account. For example, we may share your
personal information in order to send you annual and semiannual reports, proxy statements and other information required by law, and
to send you information the Company believes may be of interest to you. We may disclose your personal information to unaffiliated third
party financial service providers (which may include a custodian, transfer agent, accountant or financial printer) who need to know that
information in order to provide services to you or to the Company. These companies are required to protect your information and use it
solely for the purpose for which they received it or as otherwise permitted by law. We may also provide your personal information to
your brokerage or financial advisory firm and/or to your financial adviser or consultant, as well as to professional advisors, such as
accountants, lawyers and consultants.
We
reserve the right to disclose or report personal or account information to non-affiliated third parties in limited circumstances where
we believe in good faith that disclosure is required by law, such as in accordance with a court order or at the request of government
regulators or law enforcement authorities or to protect our rights or property. We may also disclose your personal information to a non-affiliated
third party at your request or if you consent in writing to the disclosure.
If
you have any queries or concerns about the privacy of your personal information, please contact our investor relations team at (203)
340-8510 or (844) 810-6501.
We
will review this policy from time to time and may update it at our discretion.
* * *
End
of Semiannual Report. Back Cover Follows.