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EX-99.1 - EX-99.1 - SLR Senior Investment Corp.d324515dex991.htm
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EX-31.2 - EX-31.2 - SLR Senior Investment Corp.d324515dex312.htm
EX-31.1 - EX-31.1 - SLR Senior Investment Corp.d324515dex311.htm
EX-21.1 - EX-21.1 - SLR Senior Investment Corp.d324515dex211.htm
EX-14.1 - EX-14.1 - SLR Senior Investment Corp.d324515dex141.htm
EX-11.1 - EX-11.1 - SLR Senior Investment Corp.d324515dex111.htm
10-K - FORM 10-K - SLR Senior Investment Corp.d324515d10k.htm

Exhibit 99.2

 

 

LOGO

 

 

LOGO

First Lien Loan Program LLC (FLLP)

Consolidated Financial Statements

December 31, 2016

(With Independent Auditors’ Report Thereon)

 

 


First Lien Loan Program LLC

Table of Contents

 

     PAGE  

Independent Auditors’ Report

     1  

Consolidated Financial Statements:

  

Consolidated Statements of Assets and Liabilities as of December 31, 2016 and December 31, 2015

     2  

Consolidated Statements of Operations for the year ended December 31, 2016 and for the period February 13, 2015 (commencement of operations) through December 31, 2015

     3  

Consolidated Statements of Changes in Net Assets for the year ended December 31, 2016 and for the period February 13, 2015 (commencement of operations) through December 31, 2015

     4  

Consolidated Statements of Cash Flows for the year ended December 31, 2016 and for the period February 13, 2015 (commencement of operations) through December 31, 2015

     5  

Consolidated Schedule of Investments as of December 31, 2016

     6  

Consolidated Schedule of Investments as of December 31, 2015

     7  

Notes to Consolidated Financial Statements

     8  


LOGO

 

Independent Auditors’ Report

The Members

First Lien Loan Program LLC:

We have audited the accompanying consolidated financial statements of First Lien Loan Program LLC, which comprise the consolidated statements of assets and liabilities, including the consolidated schedules of investments, as of December 31, 2016 and 2015, and the related consolidated statements of operations, changes in net assets, and cash flows for the year ended December 31, 2016 and for the period from February 13, 2015 (commencement of operations) to December 31, 2015, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Lien Loan Program LLC as of December 31, 2016 and 2015, and the results of its operations, changes in its net assets and its cash flows for the year ended December 31, 2016 and for the period from February 13, 2015 (commencement of operations) to December 31, 2015 in accordance with U.S. generally accepted accounting principles.

 

 

LOGO

New York, NY

February 22, 2017

KPMG LLP is a Delaware limited liability partnership,

the U.S. member firm of KPMG International Cooperative

(“KPMG International”), a Swiss entity.

 


First Lien Loan Program LLC

Consolidated Statements of Assets and Liabilities

 

     December 31, 2016     December 31, 2015  

Assets

    

Investments, at fair value (cost: $118,227,882 and $75,424,284, respectively)

   $ 117,286,663     $ 74,417,606  

Cash

     4,361,739     1,865,570  

Interest receivable

     503,512       475,140  

Other receivable

     72,776       30,000  
  

 

 

   

 

 

 

Total Assets

     122,224,690       76,788,316  
  

 

 

   

 

 

 

Liabilities

    

Credit facility payable (see notes 4 and 5)

     75,941,108       43,997,500  

Distributions payable

     981,457       741,917  

Service fees payable (see note 3)

     18,546       12,368  

Interest payable and other credit facility related expenses (see note 5)

     707,583       400,568  

Other liabilities and accrued expenses

     221,689       100,666  
  

 

 

   

 

 

 

Total Liabilities

     77,870,383       45,253,019  
  

 

 

   

 

 

 

Net Assets

   $ 44,354,307     $ 31,535,297  
  

 

 

   

 

 

 

Net Assets Consist of:

    

Paid-in capital

   $ 47,070,815     $ 33,810,243  

Distributions in excess of net investment income

     (1,834,593     (1,268,268

Accumulated net realized gain

     59,304       —    

Net unrealized depreciation on investments

     (941,219     (1,006,678
  

 

 

   

 

 

 

Total Net Assets

   $ 44,354,307     $ 31,535,297  
  

 

 

   

 

 

 

Net Assets attributable to Solar Senior Capital Ltd.

   $ 38,810,019     $ 27,593,385  

Net Assets attributable to Voya Financial

     5,544,288       3,941,912  
  

 

 

   

 

 

 

Total Net Assets

   $ 44,354,307     $ 31,535,297  
  

 

 

   

 

 

 

See notes to consolidated financial statements.

 

2


First Lien Loan Program LLC

Consolidated Statements of Operations

 

     Year ended
December 31, 2016
     For the period
February 13, 2015
(commencement of
operations) through
December 31, 2015
 

Investment Income

     

Interest

   $ 6,343,892      $ 3,115,055  
  

 

 

    

 

 

 

Expenses

     

Service fees (see note 3)

     65,516        31,665  

Costs related to establishing and amending the credit facility *

     836,273        1,316,593  

Interest and other credit facility related expenses (see note 5)

     2,239,797        910,573  

Other general and administrative expenses

     179,002        142,000  
  

 

 

    

 

 

 

Total expenses

     3,320,588        2,400,831  
  

 

 

    

 

 

 

Net Investment Income

     3,023,304        714,224  
  

 

 

    

 

 

 

Realized and Unrealized Gain (Loss) on Investments

     

Net realized gain on investments

     59,304        —    

Net change in unrealized gain (loss) on investments

     65,459        (1,006,678
  

 

 

    

 

 

 

Net Realized and Unrealized Gain (Loss) on Investments

     124,763        (1,006,678
  

 

 

    

 

 

 

Net Increase (Decrease) in Net Assets Resulting From Operations

   $ 3,148,067      $ (292,454
  

 

 

    

 

 

 

 

* First Lien Loan Program LLC made an irrevocable election to apply the fair value option of accounting to its secured revolving credit facility (the “FLLP Facility”) in accordance with ASC 825-10. As such, all expenses related to the establishment of and amendment to the FLLP Facility were expensed in the periods incurred.

See notes to consolidated financial statements.

 

3


First Lien Loan Program LLC

Consolidated Statements of Changes in Net Assets

 

     For the year ended
December 31, 2016
    For the period
February 13, 2015
(commencement of
operations) through
December 31, 2015
 

Increase (Decrease) in Net Assets Resulting From Operations:

    

Net investment income

   $ 3,023,304     $ 714,224  

Net realized gain

     59,304       —    

Net change in unrealized gain (loss) on investments

     65,459       (1,006,678
  

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

     3,148,067       (292,454
  

 

 

   

 

 

 

Capital transactions:

    

Proceeds received from members

     13,260,572       33,810,243  

Distributions of income to members

     (3,589,629     (1,982,492
  

 

 

   

 

 

 

Net proceeds from capital transactions

     9,670,943       31,827,751  
  

 

 

   

 

 

 

Net increase in net assets

     12,819,010       31,535,297  
  

 

 

   

 

 

 

Net assets, beginning of period

     31,535,297       —    
  

 

 

   

 

 

 

Net assets, end of period

   $ 44,354,307     $ 31,535,297  
  

 

 

   

 

 

 

See notes to consolidated financial statements.

 

4


First Lien Loan Program LLC

Consolidated Statements of Cash Flows

 

     For the year ended
December 31, 2016
    For the period
February 13, 2015
(commencement of
operations) through
December 31, 2015
 

Cash Flows From Operating Activities:

    

Net increase (decrease) in net assets resulting from operations

   $ 3,148,067     $ (292,454

Adjustment to reconcile net increase (decrease) in net assets resulting from operations:

    

Net realized (gain) on investments

     (59,304     —    

Net change in unrealized (gain) loss on investments

     (65,459     1,006,678  

(Increase) decrease in operating assets:

    

Purchase of investments

     (66,897,357     (46,808,496

Proceeds from disposition of investments

     24,153,063       968,175  

Interest receivable

     (28,372     (475,140

Other receivable

     (42,776     (30,000

Increase in operating liabilities:

    

Service fees payable

     6,178       12,368  

Interest payable and other credit facility related expenses

     307,015       400,568  

Other liabilities and accrued expenses

     121,023       100,666  
  

 

 

   

 

 

 

Net Cash Used in Operating Activities

     (39,357,922     (45,117,635
  

 

 

   

 

 

 

Cash Flows From Financing Activities:

    

Proceeds from borrowings

     46,096,600       43,997,500  

Repayment of borrowings

     (14,152,992     —    

Proceeds received from members

     13,260,572       4,226,280  

Cash distributions of income paid

     (3,350,089     (1,240,575
  

 

 

   

 

 

 

Net Cash Provided by Financing Activities

     41,854,091       46,983,205  
  

 

 

   

 

 

 

Net Increase In Cash

     2,496,169       1,865,570  

Cash—Beginning of Period

     1,865,570       —    
  

 

 

   

 

 

 

Cash—End of Period

   $ 4,361,739     $ 1,865,570  
  

 

 

   

 

 

 

Non-cash operating and financing activities–During the period February 13, 2015 through December 31, 2015 $29,583,963 of investments were transferred from Solar Senior Capital Ltd. to First Lien Loan Program LLC.

See notes to consolidated financial statements.

 

5


First Lien Loan Program LLC

Consolidated Schedule of Investments

December 31, 2016

 

Description

 

Industry

  Interest
Rate
    Maturity
Date
    Par
Amount
    Cost     Fair Value  

Investments*

           

Bank Debt/Senior Secured Loans–264.4%

           

1A Smart Start LLC

  Electronic Equipment, Instruments & Components     5.75     02/21/22       7,920,000       7,854,863       7,920,000  

Alera Group Intermediate Holdings, Inc.

  Insurance     6.50     12/30/22       3,456,075       3,421,541       3,421,515  

Anesthesia Consulting & Management, LP

  Health Care Providers & Services     6.00     10/31/22       5,000,000       4,951,167       4,950,000  

Capstone Logistics Acquisition, Inc.

  Professional Services     5.50     10/07/21       5,361,461       5,320,487       5,307,847  

CIBT Holdings, Inc.

  Professional Services     6.25     06/28/22       2,620,324       2,595,900       2,594,121  

Confie Seguros Holding II Co.

  Insurance     5.75     04/19/22       5,500,000       5,446,578       5,537,125  

DB Datacenter Holdings, Inc.

  IT Services     5.75     07/13/21       5,500,000       5,450,203       5,417,500  

Empower Payments Acquisition, Inc. (RevSpring)

  Professional Services     6.50     11/30/23       4,625,000       4,533,205       4,532,500  

Falmouth Group Holdings Corp. (AMPAC)

  Chemicals     7.75     12/14/21       5,486,146       5,486,146       5,486,146  

Kellermeyer Bergensons Services, LLC (KBS)

  Commercial Services & Supplies     6.00     10/29/21       2,437,650       2,419,100       2,388,897  

Medrisk, LLC

  Health Care Providers & Services     6.25     03/01/23       3,970,000       3,934,098       3,970,000  

Metamorph US 3, LLC (Metalogix)

  Software     7.50     12/01/20       4,000,000       3,927,626       2,860,000  

Ministry Brands LLC

  Software     6.00     12/02/22       2,746,333       2,719,179       2,718,870  

Pearl Merger Sub, LLC (PetVet)

  Health Care Facilities     5.75     12/17/20       5,390,000       5,312,794       5,329,363  

Pet Holdings ULC & Pet Supermarket, Inc.

  Specialty Retail     6.50     07/05/22       4,537,500       4,474,013       4,480,781  

PSP Group, LLC (Pet Supplies Plus)

  Specialty Retail     5.75     04/06/21       5,353,409       5,315,176       5,326,642  

QBS Holding Company, Inc. (Quorum)

  Software     5.75     08/07/21       3,430,000       3,403,974       3,292,800  

Salient Partners, L.P.

  Asset Management     9.50     06/09/21       5,153,958       5,072,752       5,025,109  

Sarnova HC LLC

  Trading Companies & Distributors     5.75     01/28/22       4,962,500       4,919,324       4,962,500  

Suburban Broadband, LLC (Jab Wireless, Inc.)

  Wireless Telecommunication Services     5.50     03/26/19       8,167,500       8,060,205       8,085,825  

Telular Corporation

  Wireless Telecommunication Services     5.50     06/24/19       5,063,297       5,046,749       5,050,638  

The Hilb Group, LLC & Gencorp Insurance Group, Inc.

  Insurance     6.00     06/24/21       3,814,008       3,747,167       3,775,868  

Tronair Parent Inc.

  Aerospace and Defense     5.75     09/08/23       4,987,500       4,938,522       4,962,563  

VT Buyer Acquisition Corp. (Veritext)

  Professional Services     6.00     01/29/22       4,481,071       4,442,869       4,458,666  

Wirb-Copernicus Group, Inc.

  Business Services     6.00     08/12/22       5,486,250       5,434,244       5,431,387  
         

 

 

   

 

 

 

Total Investments—264.4%

          $ 118,227,882     $ 117,286,663  

Liabilities in Excess of Other Assets—(164.4%)

              (72,932,356
           

 

 

 

Net Assets–100.0%

            $ 44,354,307  
           

 

 

 

 

* All investments are in companies domiciled in the United States.

See notes to consolidated financial statements.

 

6


First Lien Loan Program LLC

Consolidated Schedule of Investments

December 31, 2015

 

Description

  Industry     Interest
Rate
    Maturity
Date
    Par
Amount
    Cost     Fair Value  

Investments

           

Bank Debt/Senior Secured Loans

           

1A Smart Start LLC

   
Electronic Equipment, Instruments &
Components
 
 
    5.75     02/21/22     $ 8,000,000     $ 7,923,559     $ 7,880,000  

Athletico Management, LLC and Accelerated Holdings, LLC

    Health Care Facilities       6.25     12/02/20       4,723,810       4,682,510       4,652,952  

Capstone Logistics Acquisition, Inc.

    Professional Services       5.50     10/07/21       5,436,212       5,387,285       5,395,441  

Castle Management Borrower LLC (Highgate Hotels)

   
Real Estate Management &
Development
 
 
    5.50     09/18/20       3,950,000       3,915,918       3,811,750  

Confie Seguros Holding II Co.

    Insurance       5.75     11/09/18       5,458,422       5,454,436       5,390,192  

Innovative Xcessories & Services, LLC

    Automotive Retail       5.25     02/21/20       2,500,000       2,500,000       2,462,500  

Kellermeyer Bergensons Services, LLC (KBS)

    Commercial Services & Supplies       6.00     10/29/21       2,475,000       2,452,912       2,363,625  

Metamorph US 3, LLC (Metalogix)

    Software       6.50     12/01/20       4,875,000       4,767,869       4,485,000  

Pearl Merger Sub, LLC (PetVet)

    Health Care Facilities       5.50     12/17/20       5,445,000       5,349,990       5,336,100  

PSP Group, LLC (Pet Supplies Plus)

    Specialty Retail       5.75     04/06/21       5,458,750       5,410,660       5,349,575  

QBS Holding Company, Inc. (Quorum)

    Software       5.75     08/07/21       3,465,000       3,433,878       3,361,050  

RCPSI Corporation (Pet Supermarket)

    Specialty Retail       6.75     04/16/21       5,472,500       5,423,014       5,363,050  

Salient Partners, L.P.

    Asset Management       7.50     06/09/21       5,417,500       5,316,674       5,227,887  

Suburban Broadband, LLC (Jab Wireless, Inc.)

   
Wireless Telecommunication
Services
 
 
    5.50     03/26/19       8,229,375       8,075,472       8,064,788  

Telular Corporation

   
Wireless Telecommunication
Services
 
 
    5.50     06/24/19       5,354,006       5,330,107       5,273,696  
         

 

 

   

 

 

 

Total Investments

          $ 75,424,284     $ 74,417,606  
         

 

 

   

 

 

 

See notes to consolidated financial statements.

 

7


FIRST LIEN LOAN PROGRAM LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2016

Note 1. Organization

On September 10, 2014, Solar Senior Capital Ltd. (“Solar Senior”) entered into a limited liability company agreement to create First Lien Loan Program LLC (“FLLP”, the “Company”, “we” or “our”) with Voya Investment Management LLC (“Voya”). SolarSenior and Voya have committed to provide $50,750,000 and $7,250,000 respectively, of capital to the Company, which is a joint venture. All portfolio decisions and generally all other decisions in respect of FLLP must be approved by an equal number of representatives of Solar Senior and Voya (with approval from a representative of each required). The Company’s investments involve certain risks, including the risk of loss of a substantial part of a member’s investment under certain circumstances. Solar Senior and Voya (the “Members”) understand that their interest will be highly illiquid and is not suitable for trading. The interest may represent an indirect, leveraged exposure to loans, which may expose the interest to disproportionately large changes in value. The interest will rank behind obligations of the Company to all creditors (secured and unsecured and whether known or unknown) of the Company, including, without limitation, Solar Senior in its capacity as the servicer. On February 13, 2015, FLLP commenced operations.

As of December 31, 2016, Solar Senior and Voya contributed combined equity capital in the amount of $41,186,963 and $5,883,852, respectively. Of the $47,070,815 of contributed equity capital at December 31, 2016, Solar Senior contributed $29,583,963 in the form of investments and $11,603,000 in the form of cash and Voya contributed $5,883,852 in the form of cash. As of December 31, 2015, Solar Senior and Voya contributed combined equity capital in the amount of $29,583,963 and $4,226,280, respectively. Of the $33,810,243 of contributed equity capital, Solar Senior contributed $29,583,963 in the form of investments and Voya contributed $4,226,280 in the form of cash. As of December 31, 2016, Solar Senior and Voya’s remaining commitments totaled $9,563,037 and $1,366,148 respectively. Solar Senior, along with Voya, controls the funding of FLLP and FLLP may not call the unfunded commitments without approval of both Solar Senior and Voya.

Note 2. Significant Accounting Policies

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include the accounts of the Company and its wholly-owned subsidiary. The Company is an investment company and follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946. The consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition for the periods presented. All significant intercompany balances and transactions, if any, have been eliminated.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for the fair presentation of financial statements, have been included.

The significant accounting policies consistently followed by the Company are:

 

  (a) Investment transactions are accounted for on the trade date;

 

8


FIRST LIEN LOAN PROGRAM LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2016

 

  (b) The Company conducts the valuation of its assets in accordance with GAAP. The Company generally values its assets on a quarterly basis, or more frequently if required. The board of managers of the Company (the “Board”) shall determine the valuation of the assets of the Company considering valuations provided to the Board by Solar Senior. Voya shall have the right to object to Solar Senior’s valuation of the Company’s assets and to hire an independent appraiser or other valuation expert with the requisite experience in valuing investments mutually acceptable to Solar Senior and Voya (the “Members”), which acceptance shall not be unreasonably withheld, at Voya’s expense to determine the value of the applicable asset which is the subject of the objection; provided that any such objection is provided to Solar Senior by Voya in writing within five business days of its receipt.

For the fiscal year ended December 31, 2016, there has been no change to the Company’s valuation techniques and the nature of the related inputs considered in the valuation process.

 

  (c) Gains or losses on investments are calculated by using the specific identification method.

 

  (d) The Company records interest, adjusted for amortization of premium and accretion of discount, on an accrual basis. Loan origination fees, original issue discount, and market discounts are capitalized and we amortize such amounts into income using the interest method or on a straight-line basis, as applicable. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record call premiums on loans repaid as interest income when we receive such amounts. Capital structuring fees, amendment fees, consent fees, and any other non-recurring fee income as well as management fee and other fee income for services rendered, if any, are recorded as other income when earned.

 

  (e) The Company is intended to be treated as a partnership for U.S. federal, state and local income tax purposes. As such, the Members of FLLP are individually liable for the taxes, if any, on their share of FLLP’s net income. To the best of our knowledge, we did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10- 25 nor did we have any unrecognized tax benefits as of the periods presented herein.

 

  (f) Distributions to Members are recorded as of the record date. The amount to be paid out as a distribution is determined by the Dividend Committee of the Company.

 

  (g) The accounting records of the Company are maintained in U.S. dollars. Any assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against the U.S. dollar on the date of valuation. The Company will not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations would be included with the net unrealized gain or loss from investments in the Consolidated Statements of Operations. The Company’s investments in foreign securities, if any, may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments in terms of U.S. dollars and therefore the earnings of the Company.

 

  (h) The Company has made an irrevocable election to apply the fair value option of accounting to its senior secured revolving credit facility (the “FLLP Facility”), in accordance with ASC 825-10.

 

9


FIRST LIEN LOAN PROGRAM LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2016

 

  (i) Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when principal or interest cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining principal and interest obligations. Cash interest payments received on such investments may be recognized as income or applied to principal depending on management’s judgment.

 

  (j) The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less would qualify, with limited exceptions. The Company believes that certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents.

Note 3. Agreements and Related Parties

FLLP has a Servicing Agreement with Solar Senior, under which Solar Senior provides services to FLLP. For providing these services, Solar Senior receives a fee from FLLP in the amount of 0.125% per quarter (0.50% per annum) of each Member’s pro rata portion of FLLP’s average total assets in the preceding fiscal quarter. The fee is calculated on a quarterly basis and paid in arrears. To the extent the fee is payable for any period that is less than a full fiscal quarter in length, the fee will be prorated for the number of calendar days in such period. Affiliates of Solar Senior shall not be charged a fee with respect to their interests in FLLP. Additionally, Solar Senior shall be reimbursed for all fees, costs, expenses and other liabilities or obligations borne by Solar Senior on behalf of FLLP. To the extent parties affiliated with Solar Senior participate in a transaction alongside FLLP, any costs related to transactions pursued by FLLP will be allocated for completed or anticipated transactions (to the extent such expenses are not reimbursed) pro rata amongst the Solar Senior-affiliated parties participating in such transaction based upon the amounts funded or anticipated to be funded by each such party.

For the fiscal year ended December 31, 2016 and the period February 13, 2015 through December 31, 2015, the Company recognized $65,516 and $31,665, respectively, in fees to Solar Senior.

Note 4. Fair Value

Fair value is defined as the price 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. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access.

Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

 

  a) Quoted prices for similar assets or liabilities in active markets;

 

10


FIRST LIEN LOAN PROGRAM LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2016

 

  b) Quoted prices for identical or similar assets or liabilities in non-active markets;

 

  c) Pricing models whose inputs are observable for substantially the full term of the asset or liability; and

 

  d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.

Level 3. Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s assumptions about what assumptions a market participant would use in pricing the asset or liability.

When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).

Gains and losses for assets and liabilities categorized within the Level 3 table below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

A review of fair value hierarchy classifications is conducted on an annual basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Such reclassifications are reported as transfers in/out of the appropriate category as of the end of the fiscal year in which the reclassifications occur.

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, as of December 31, 2016 and December 31, 2015:

Fair Value Measurements

As of December 31, 2016

 

     Level 1      Level 2      Level 3      Total  

Assets:

           

Bank Debt / Senior Secured Loans

   $ —        $ —        $ 117,286,663      $ 117,286,663  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

FLLP Facility

   $ —        $ —        $ 75,941,108      $ 75,941,108  
  

 

 

    

 

 

    

 

 

    

 

 

 

Fair Value Measurements

As of December 31, 2015

 

     Level 1      Level 2      Level 3      Total  

Assets:

           

Bank Debt / Senior Secured Loans

   $ —        $ —        $ 74,417,606      $ 74,417,606  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

FLLP Facility

   $ —        $ —        $ 43,997,500      $ 43,997,500  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

11


FIRST LIEN LOAN PROGRAM LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2016

 

The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the year ended December 31, 2016, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at December 31, 2016:

Fair Value Measurements Using Level 3 Inputs

 

     Bank Debt/Senior
Secured Loans
 

Fair value, December 31, 2015

   $ 74,417,606  

Total gains or losses included in earnings:

  

Net realized gain

     59,304  

Net change in unrealized gain (loss)

     65,459  

Purchase of investment securities

     66,897,357  

Proceeds from dispositions of investment securities

     (24,153,063

Transfers in/out of Level 3

     —    
  

 

 

 

Fair value, December 31, 2016

   $ 117,286,663  
  

 

 

 

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period:

  

Net change in unrealized gain (loss):

   $ 65,459  

During the year ended December 31, 2016, there were no transfers between levels.

The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the year ended December 31, 2016:

 

Beginning fair value at December 31, 2015

   $ 43,997,500  

Borrowings

     46,096,600  

Repayments

     (14,152,992

Transfers in/out of Level 3

     —    
  

 

 

 

Ending fair value at December 31, 2016

   $ 75,941,108  
  

 

 

 

The Company has made an irrevocable election to apply the fair value option of accounting to the FLLP Facility, in accordance with ASC 825-10. On December 31, 2016, there were borrowings of $75,941,108 on the FLLP Facility. For the year ended December 31, 2016, the FLLP Facility had no net change in unrealized (appreciation) depreciation.

 

12


FIRST LIEN LOAN PROGRAM LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2016

 

The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the period February 13, 2015 through December 31, 2015, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at December 31, 2015:

Fair Value Measurements Using Level 3 Inputs

 

     Bank Debt/Senior
Secured Loans
 

Fair value, February 13, 2015

   $ —    

Total gains or losses included in earnings:

  

Net change in unrealized gain (loss)

     (1,006,678

Purchase of investment securities

     76,392,459  

Proceeds from dispositions of investment securities

     (968,175

Transfers in/out of Level 3

     —    
  

 

 

 

Fair value, December 31, 2015

   $ 74,417,606  

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period:

  

Net change in unrealized gain (loss):

   $ (1,006,678
  

 

 

 

During the period February 13, 2015 through December 31, 2015, there were no transfers between levels.

The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the period February 13, 2015 through December 31, 2015:

 

Beginning fair value at February 13, 2015

   $ —    

Borrowings

     43,997,500  

Repayments

     —    

Transfers in/out of Level 3

     —    
  

 

 

 

Ending fair value at December 31, 2015

   $ 43,997,500  
  

 

 

 

The Company has made an irrevocable election to apply the fair value option of accounting to the FLLP Facility, in accordance with ASC 825-10. On December 31, 2015, there were borrowings of $43,997,500 on the FLLP Facility. For the period February 13, 2015 through December 31, 2015, the FLLP Facility had no net change in unrealized (appreciation) depreciation.

Quantitative Information about Level 3 Fair Value Measurements

The Company typically determines the fair value of its performing debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to current contractual interest rates, relative maturities and other key terms and risks associated with an investment. Among other factors, a significant determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company.

 

13


FIRST LIEN LOAN PROGRAM LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2016

 

Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 assets and liabilities primarily reflect current market yields, including indices, and readily available quotes from brokers, dealers, and pricing services as indicated by comparable assets and liabilities, as well as enterprise values, returns on equity and earnings before income taxes, depreciation and amortization (“EBITDA”) multiples of similar companies, and comparable market transactions for equity securities.

Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2016 is summarized in the table below:

 

     Asset or
Liability
   Fair Value at
December 31,
2016
     Principal Valuation
Technique/Methodology
   Unobservable
Input
   Range (Weighted
Average)

Bank Debt / Senior Secured Loans

   Asset    $ 117,286,663      Yield Analysis    Market Yield    5.7% – 18.2%
(6.7%)
  

 

  

 

 

    

 

  

 

  

 

               L+1.4%–L+4.8%

FLLP Facility

   Liability    $ 75,941,108      Yield Analysis    Market Yield    (L+2.5%)
  

 

  

 

 

    

 

  

 

  

 

Significant increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs used in deriving bid-ask spreads, if applicable, would result in a significantly lower or higher fair value measurement for such assets and liabilities.

Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2015 is summarized in the table below:

 

     Asset or
Liability
   Fair Value at
December 31,
2015
     Principal Valuation
Technique/Methodology
   Unobservable
Input
   Range (Weighted
Average)

Bank Debt / Senior Secured Loans

   Asset    $ 74,417,606      Yield Analysis    Market Yield    5.7% – 8.7%
(6.6%)
  

 

  

 

 

    

 

  

 

  

 

               L+0.5% – L+4.8%

FLLP Facility

   Liability    $ 43,997,500      Yield Analysis    Market Yield    (L+2.4%)
  

 

  

 

 

    

 

  

 

  

 

Significant increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs used in deriving bid-ask spreads, if applicable, would result in a significantly lower or higher fair value measurement for such assets and liabilities.

Note 5. Debt

FLLP Facility—On February 13, 2015, FLLP as transferor and FLLP 2015-1, LLC, a newly formed wholly-owned subsidiary of FLLP, as borrower entered into the FLLP Facility with Wells Fargo Bank, N.A. acting as administrative agent. Solar Senior acts as servicer under the FLLP Facility. The FLLP Facility was originally scheduled to mature on February 13, 2020. On August 15, 2016, the FLLP Facility was amended, expanding commitments to $100,000,000 and extending the maturity date to August 16, 2021. The FLLP Facility generally bears interest at a rate of LIBOR plus a range of 2.25%-2.50%. FLLP and FLLP 2015-1, LLC, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The FLLP Facility also includes usual and customary events of default for credit facilities of this nature. There were $75,941,108 and $43,997,500 of borrowings outstanding as of December 31, 2016 and December 31, 2015, respectively.

 

14


FIRST LIEN LOAN PROGRAM LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2016

 

The Company has made an irrevocable election to apply the fair value option of accounting to the FLLP Facility, in accordance with ASC 825-10. During the year ended December 31, 2016, the Company recognized $836,273 in expenses related to the amendment of the FLLP Facility. During the period February 13, 2015 through December 31, 2015, the Company recognized $1,316,593 in expenses for the establishment of the five year facility. We believe accounting for the FLLP Facility at fair value better aligns the measurement methodologies of assets and liabilities, which may mitigate certain earnings volatility. ASC 825-10 requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statement of Assets and Liabilities and changes in fair value of the FLLP Facility are reported in the Consolidated Statement of Operations.

The average annualized interest cost for all borrowings for the year ended December 31, 2016 and the period February 13, 2015 through December 31, 2015 was 3.16% and 2.78%, respectively. These costs are exclusive of other credit facility expenses such as unused fees and fees paid to the back-up servicer, if any. The maximum amount borrowed on the FLLP Facility during the year ended December 31, 2016 and the period February 13, 2015 through December 31, 2015 was $81,441,108 and $43,997,500, respectively.

Note 6. Financial Highlights

 

     For the year ended
December 31, 2016
    For the period
February 13, 2015
(commencement of
operations) through
December 31, 2015
 

Ratios and Supplemental Data*:

    

Total investment return

     10.0     (0.8 %) 
  

 

 

   

 

 

 

Net assets, beginning of period

   $ 31,535,297     $ —    

Net assets, end of period

   $ 44,354,307     $ 31,535,297  

Average net assets

   $ 33,665,453     $ 32,392,708  

Ratio of net investment income to average net assets (a)**

     11.46     7.11
  

 

 

   

 

 

 

Ratio of expenses to average net assets (a):

    

Service fees

     0.19     0.11

Interest and other credit facility related expenses**

     6.66     3.19

Other general and administrative expenses

     0.53     0.50
  

 

 

   

 

 

 

Total expenses**

     7.38     3.80
  

 

 

   

 

 

 

Total contributed capital to committed capital

     81.2     58.3
  

 

 

   

 

 

 

 

(a) Annualized for periods less than one year.
* Ratios are calculated for the Members taken as a whole; an individual members’s ratios may vary from these ratios.
** Ratios exclude the non-recurring expenses related to the amendment of the FLLP Facility in the year ended December 31, 2016 and the establishment of the FLLP Facility in the period ended December 31, 2015, totaling $836,273 and $1,316,593, respectively, or 2.48% and 4.06% of average net assets on an unannualized basis, respectively.

 

15


FIRST LIEN LOAN PROGRAM LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2016

 

Note 7. Commitments and Contingencies

As of December 31, 2016, the Company had unfunded debt commitments to various delayed draw term loans totaling $4,094,593. As of December 31, 2015, the Company had no unfunded commitments or contingencies.

 

     December 31, 2016      December 31, 2015  

Alera Group Intermediate Holdings, Inc

   $ 1,543,925      $ —    

Pet Holdings ULC & Pet Supermarket, Inc

     827,068        —    

Ministry Brands LLC.

     753,666        —    

VT Buyer Acquisition Corp

     485,714        —    

CIBT Holdings, Inc.

     484,220        —    
  

 

 

    

 

 

 

Total Commitments

   $ 4,094,593      $ —    
  

 

 

    

 

 

 

As of December 31, 2016 and December 31, 2015, the Company had sufficient cash, uncalled equity capital and/or liquid securities available to fund its commitments.

Note 8. Subsequent Events

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued. There were no subsequent events warranting disclosure. These financial statements were approved by management and available for issuance on February 22, 2017.

 

16