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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 2017

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 814-00849

 

 

SOLAR SENIOR CAPITAL LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   27-4288022
(State of Incorporation)  

(I.R.S. Employer

Identification No.)

500 Park Avenue

New York, N.Y.

  10022
(Address of principal executive offices)   (Zip Code)

(212) 993-1670

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☐    No  ☐

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

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller Reporting Company  
Emerging growth company       

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares of the registrant’s Common Stock, $.01 par value, outstanding as of October 31, 2017 was 16,034,553.

 

 

 


Table of Contents

SOLAR SENIOR CAPITAL LTD.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2017

TABLE OF CONTENTS

 

     PAGE  

PART I. FINANCIAL INFORMATION

  

Item 1.

 

Financial Statements

  
 

Consolidated Statements of Assets and Liabilities as of September  30, 2017 (unaudited) and December 31, 2016

     3  
 

Consolidated Statements of Operations for the three and nine months ended September 30, 2017 (unaudited) and the three and nine months ended September 30, 2016 (unaudited)

     4  
 

Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2017 (unaudited) and the year ended December 31, 2016

     5  
 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 (unaudited) and the nine months ended September 30, 2016 (unaudited)

     6  
 

Consolidated Schedule of Investments as of September  30, 2017 (unaudited)

     7  
 

Consolidated Schedule of Investments as of December 31, 2016

     11  
 

Notes to Consolidated Financial Statements (unaudited)

     15  
 

Report of Independent Registered Public Accounting Firm

     37  

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     38  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     57  

Item 4.

 

Controls and Procedures

     57  

PART II. OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

     58  

Item 1A.

 

Risk Factors

     58  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     58  

Item 3.

 

Defaults Upon Senior Securities

     58  

Item 4.

 

Mine Safety Disclosures

     58  

Item 5.

 

Other Information

     58  

Item 6.

 

Exhibits

     59  
 

Signatures

     61  

 

2


Table of Contents

PART I. FINANCIAL INFORMATION

In this Quarterly Report, “Solar Senior”, “Company”, “Fund”, “we”, “us”, and “our” refer to Solar Senior Capital Ltd. unless the context states otherwise.

 

Item 1. Financial Statements

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share amounts)

 

     September 30, 2017
(unaudited)
    December 31, 2016  

Assets

    

Investments at fair value:

    

Companies less than 5% owned (cost: $299,132 and $295,037, respectively)

   $ 293,015     $ 289,399  

Companies 5% to 25% owned (cost: $3,710 and $3,710, respectively)

     2,176       1,825  

Companies more than 25% owned (cost: $72,398 and $74,026, respectively)

     72,817       74,310  

Cash

     3,726       11,876  

Cash equivalents (cost: $124,799 and $139,952, respectively)

     124,799       139,952  

Dividends receivable

     1,552       1,422  

Interest receivable

     1,112       1,463  

Other receivable

     20       19  

Receivable for investments sold

     808       1,450  

Prepaid expenses and other assets

     325       273  
  

 

 

   

 

 

 

Total assets

   $ 500,350     $ 521,989  
  

 

 

   

 

 

 

Liabilities

    

Payable for investments and cash equivalents purchased

   $ 135,943     $ 151,312  

Credit facility payable (see notes 6 and 7)

     91,000       98,300  

Distributions payable

     1,884       1,883  

Management fee payable (see note 3)

     474       104  

Interest payable (see note 7)

     301       241  

Administrative services expense payable (see note 3)

     660       621  

Other liabilities and accrued expenses

     592       383  
  

 

 

   

 

 

 

Total liabilities

   $ 230,854     $ 252,844  
  

 

 

   

 

 

 

Commitments and contingencies (see notes 10, 11 and 12)

    

Net Assets

    

Common stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized, respectively, and 16,033,733 and 16,025,011 issued and outstanding, respectively

   $ 160     $ 160  

Paid-in capital in excess of par

     287,666       287,515  

Distributions in excess of net investment income

     (5,342     (5,342

Accumulated net realized loss

     (5,756     (5,949

Net unrealized depreciation

     (7,232     (7,239
  

 

 

   

 

 

 

Total net assets

   $ 269,496     $ 269,145  
  

 

 

   

 

 

 

Net Asset Value Per Share

   $ 16.81     $ 16.80  
  

 

 

   

 

 

 

See notes to consolidated financial statements.

 

3


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except share amounts)

 

    Three months ended     Nine months ended  
    September 30,
2017
    September 30,
2016
    September 30,
2017
    September 30,
2016
 

INVESTMENT INCOME:

       

Interest:

       

Companies less than 5% owned

  $ 5,946     $ 5,165     $ 16,812     $ 14,456  

Companies 5% to 25% owned

    51       51       152       153  

Dividends:

       

Companies more than 25% owned

    1,924       1,767       5,771       5,278  

Other income:

       

Companies less than 5% owned

    25       1       326       97  

Companies more than 25% owned

    20       17       59       47  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total investment income

    7,966       7,001       23,120       20,031  
 

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES:

       

Management fees (see note 3)

  $ 955     $ 852     $ 2,862     $ 2,483  

Performance-based incentive fees (see note 3)

    231       636       428       1,486  

Interest and other credit facility expenses (see note 7)

    977       870       2,717       2,634  

Administrative services expense (see note 3)

    372       301       1,107       895  

Other general and administrative expenses

    491       324       1,444       997  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    3,026       2,983       8,558       8,495  
 

 

 

   

 

 

   

 

 

   

 

 

 

Management fees waived (see note 3)

    (481     —         (1,962     —    

Performance-based incentive fees waived (see note 3)

    (231     (518     (428     (1,131
 

 

 

   

 

 

   

 

 

   

 

 

 

Net expenses

    2,314       2,465       6,168       7,364  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

  $ 5,652     $ 4,536     $ 16,952     $ 12,667  
 

 

 

   

 

 

   

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND CASH EQUIVALENTS:

       

Net realized gain on investments and cash equivalents (companies less than 5% owned)

  $ 52     $ 8     $ 193     $ 39  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized gain (loss) on investments and cash equivalents:

       

Companies less than 5% owned

    (457     1,170       (478     4,996  

Companies 5% to 25% owned

    281       (281     351       (375

Companies more than 25% owned

    484       (264     134       930  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized gain (loss) on investments and cash equivalents

    308       625       7       5,551  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net realized and unrealized gain (loss) on investments and cash
equivalents

    360       633       200       5,590  
 

 

 

   

 

 

   

 

 

   

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 6,012     $ 5,169     $ 17,152     $ 18,257  
 

 

 

   

 

 

   

 

 

   

 

 

 

EARNINGS PER SHARE (see note 5)

  $ 0.37     $ 0.42     $ 1.07     $ 1.55  
 

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

4


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share amounts)

 

     Nine months ended
September 30, 2017
(unaudited)
    Year ended
December 31, 2016
 

Increase in net assets resulting from operations:

    

Net investment income

   $ 16,952     $ 18,316  

Net realized gain

     193       81  

Net change in unrealized gain (loss)

     7       5,855  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     17,152       24,252  
  

 

 

   

 

 

 

Distributions to stockholders:

    

From net investment income

     (16,952     (18,316
  

 

 

   

 

 

 

Capital transactions (see note 13):

    

Net proceeds from shares sold

     —         75,255  

Less common stock offering costs

     —         (376

Reinvestment of distributions

     151       26  
  

 

 

   

 

 

 

Net increase in net assets resulting from capital transactions

     151       74,905  
  

 

 

   

 

 

 

Total increase in net assets

     351       80,841  

Net assets at beginning of period

     269,145       188,304  
  

 

 

   

 

 

 

Net assets at end of period(1)

   $ 269,496     $ 269,145  
  

 

 

   

 

 

 

Capital share activity:

    

Common stock sold

     —         4,490,152  

Common stock issued from reinvestment of distributions

     8,722       1,544  
  

 

 

   

 

 

 

Net increase from capital share activity

     8,722       4,491,696  
  

 

 

   

 

 

 

 

(1) Includes over distributed net investment income of ($5,342) and ($5,342), respectively.

See notes to consolidated financial statements.

 

5


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)

 

     Nine months ended  
     September 30,
2017
    September 30,
2016
 

Cash Flows from Operating Activities:

    

Net increase in net assets resulting from operations

   $ 17,152     $ 18,257  

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:

    

Net realized gain on investments and cash equivalents

     (193     (39

Net change in unrealized (gain) loss on investments and cash equivalents

     (7     (5,551

(Increase) decrease in operating assets:

    

Purchase of investments

     (113,348     (74,812

Proceeds from disposition of investments

     111,452       59,007  

Capitalization of payment-in-kind interest

     (378     —    

Receivable for investments sold

     642       28  

Interest receivable

     351       889  

Dividends receivable

     (130     (865

Other receivable

     (1     (5

Prepaid expenses and other assets

     (52     57  

Increase (decrease) in operating liabilities:

    

Payable for investments and cash equivalents purchased

     (15,369     149,415  

Management fee payable

     370       21  

Performance-based incentive fee payable

     —         118  

Administrative services expense payable

     39       (79

Interest payable

     60       (38

Other liabilities and accrued expenses

     209       253  
  

 

 

   

 

 

 

Net Cash Provided by Operating Activities

     797       146,656  
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Net proceeds from shares sold

     —         75,255  

Common stock offering costs

     —         (309

Cash distributions paid

     (16,800     (12,171

Proceeds from borrowings

     84,200       61,600  

Repayments of borrowings

     (91,500     (134,800
  

 

 

   

 

 

 

Net Cash Used in Financing Activities

     (24,100     (10,425
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (23,303     136,231  

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     151,828       53,067  
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 128,525     $ 189,298  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 2,657     $ 2,672  
  

 

 

   

 

 

 

Non-cash financing activities consist of the reinvestment of distributions of $151 and $26 for the nine months ended September 30, 2017 and September 30, 2016, respectively.

See notes to consolidated financial statements.

 

6


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)

September 30, 2017

(in thousands, except share/unit amounts)

 

Description

  Industry   Spread
above
Index(3)
    Libor
Floor
    Interest
Rate(1)
    Acquisition
Date
    Maturity
Date
    Par
Amount
    Cost     Fair
Value
 

Bank Debt/Senior Secured Loans—109.5%

                 

ABB/Con-Cise Optical Group LLC(2)(14)

  Health Care Equipment
& Supplies
    L+500       1.00     6.32     6/14/2016       6/15/2023     $ 11,880     $ 11,836     $ 11,910  

Acrisure, LLC(2)

  Insurance     L+500       1.00     6.27     5/3/2017       11/22/2023       6,965       6,948       7,061  

Advantage Sales and Marketing, Inc.

  Professional Services     L+650       1.00     7.74     2/14/2013       7/25/2022       8,000       7,960       7,246  

Aegis Toxicology Sciences Corporation(14)

  Health Care Providers
& Services
    L+850       1.00     9.83     2/20/2014       8/24/2021       4,000       3,963       3,920  

Alera Group Intermediate Holdings, Inc.(2)(14)

  Insurance     L+550       1.00     6.74     11/28/2016       12/30/2022       3,661       3,628       3,652  

American Teleconferencing Services, Ltd. (PGI)(2)(14)

  Communications Equipment     L+650       1.00     7.78     5/5/2016       12/8/2021       15,139       14,423       14,836  

Anesthesia Consulting & Management, LP(2)(14)

  Health Care Providers
& Services
    L+525       1.00     6.58     10/20/2016       10/31/2022       4,963       4,919       4,615  

Capstone Logistics Acqusition, Inc.(2)(14)

  Professional Services     L+450       1.00     5.74     10/3/2014       10/7/2021       8,159       8,108       8,098  

Confie Seguros Holding II  Co.(2)(14)

  Insurance     L+550       1.00     6.74     10/13/2016       4/19/2022       9,925       9,840       9,798  

DB Datacenter Holdings, Inc.(2)(14)

  IT Services     L+475       1.00     8.00     12/28/2016       7/13/2021       5,000       4,937       5,000  

Empower Payments Acquisition, Inc. (RevSpring)(2)(14)

  Professional Services     L+550       1.00     6.83     11/28/2016       11/30/2023       4,590       4,507       4,590  

Engineering Solutions & Products, LLC(6)(14)

  Aerospace & Defense     L+600       2.00     8.00     11/5/2013       11/5/2018       2,343       2,343       2,108  

Falmouth Group Holdings Corp. (AMPAC)(2)(14)

  Chemicals     L+675       1.00     7.99     12/15/2016       12/14/2021       8,826       8,826       8,826  

GenMark Diagnostics, Inc(2)(4)(14)

  Health Care Providers
& Services
    —         —         6.90     4/22/2016       1/12/2019       8,110       8,317       8,391  

Global Holdings LLC &
Payment Concepts LLC(2)(14)

  Consumer Finance     L+650       1.00     7.82     3/31/2017       5/5/2022       8,750       8,587       8,575  

Global Tel*Link Corporation(2)

  Communications Equipment     L+375       1.25     5.33     11/6/2015       5/23/2020       3,374       3,104       3,413  

Global Tel*Link Corporation

  Communications Equipment     L+775       1.25     9.08     5/21/2013       11/23/2020       3,000       2,970       2,995  

Hostway Corporation(2)(14)

  Internet Software & Services     L+475       1.25     8.08     6/27/2014       12/13/2019       8,526       8,509       8,100  

Island Medical Management Holdings, LLC(2)(14)

  Health Care Providers
& Services
    L+550       1.00     6.83     3/31/2017       9/1/2022       4,581       4,538       4,535  

Kellermeyer Bergensons Services, LLC (KBS)(2)(14)

  Commercial Services
& Supplies
    L+500       1.00     6.32     10/31/2014       10/29/2021       4,863       4,832       4,814  

Logix Holding Company, LLC(2)(14)

  Communications Equipment     L+575       1.00     6.98     8/11/2017       11/30/2024       11,250       11,138       11,138  

Lumeris Solutions Company, LLC(2)(14)

  Health Care

Technology

    L+860       0.25     9.83     3/22/2017       2/1/2020       4,000       4,014       4,020  

Metamorph US 3, LLC (Metalogix)(2)(14) ††

  Software     L+750 (7)      1.00     8.74     12/1/2014       12/1/2020       7,975       7,862       5,742  

Meter Readings Holding, LLC (Aclara)(2)(14)

  Electronic Equipment,
Instruments & Components
    L+575       1.00     7.07     6/15/2017       8/29/2023       7,960       7,941       8,119  

MHE Intermediate Holdings, LLC (TFS-Miner)(2)(14)

  Air Freight & Logistics     L+500       1.00     6.33     3/8/2017       3/10/2024       5,473       5,422       5,446  

Ministry Brands, LLC(2)(14)

  Software     L+500       1.00     6.24     11/21/2016       12/2/2022       9,278       9,198       9,208  

MRI Software LLC(2)(14)

  Software     L+600       1.00     7.32     6/7/2017       6/30/2023       8,245       8,165       8,162  

MYI Acquiror Corp. (McLarens Young)(2)(14)

  Insurance     L+450       1.25     5.80     5/21/2014       5/28/2019       3,356       3,344       3,356  

MYI Acquiror Ltd. (McLarens Young)(2)(4)(14)

  Insurance     L+450       1.25     5.80     5/21/2014       5/28/2019       4,282       4,267       4,282  

PetVet Care Centers, LLC(2)(14)

  Health Care Facilities     L+600       1.00     7.31     6/1/2017       6/8/2023       9,312       9,222       9,219  

Polycom, Inc.(2)(14)

  Communications Equipment     L+525       1.00     6.48     9/29/2016       9/27/2023       12,905       12,451       13,095  

 

See notes to consolidated financial statements.

 

7


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share/unit amounts)

 

Description

  Industry     Spread
above
Index(3)
    Libor
Floor
    Interest
Rate(1)
    Acquisition
Date
    Maturity
Date
    Par
Amount
    Cost     Fair
Value
 

PPT Management Holdings, LLC(2)(14)

   
Health Care Providers &
Services
 
 
    L+600       1.00     7.33     12/15/2016       12/16/2022       7,940       7,869       7,781  

PSP Group, LLC (Pet Supplies Plus)(2)(8)(14)

    Specialty Retail       L+475       1.00     6.09     4/2/2015       4/6/2021       483       480       483  

QBS Holding Company, Inc. (Quorum)(2)(14)

    Software       L+475       1.00     6.06     8/1/2014       8/7/2021       6,059       6,023       5,999  

Richelieu Foods, Inc.(2)(14)

    Food Products       L+475       1.00     6.08     11/21/2014       5/21/2020       5,958       5,912       5,958  

Salient Partners, L.P.(2)(14)

    Asset Management       L+850       1.00     9.80     6/10/2015       6/9/2021       3,988       3,934       3,988  

Securus Technologies, Inc.(14)

   
Communications
Equipment
 
 
    L+775       1.25     9.00     4/17/2013       4/30/2021       10,000       9,955       10,058  

SHO Holding I Corporation (Shoes for Crews)(2)(14)

    Footwear       L+500       1.00     6.24     11/20/2015       10/27/2022       5,895       5,852       5,836  

Suburban Broadband, LLC (Jab Wireless, Inc.)(2)(14)

   

Wireless
Telecommunication
Services
 
 
 
    L+450       1.00     5.83     11/29/2016       3/26/2019       4,962       4,930       4,913  

The Edelman Financial Center,
LLC(2)(14)

   
Diversified Financial
Services
 
 
    L+550       1.00     6.81     12/16/2015       12/18/2022       4,913       4,835       4,913  

The Hilb Group, LLC & Gencorp Insurance Group, Inc.(2)(14)

    Insurance       L+475       1.00     6.08     3/16/2016       6/24/2021       3,900       3,843       3,871  

Trident USA Health
Services(2)(14)

   
Health Care Providers &
Services
 
 
    L+575       1.25     7.08     7/29/2013       7/31/2019       8,718       8,691       7,192  

TwentyEighty, Inc.(14) ††

    Professional Services       L+800 (9)      1.00     9.27     1/31/2017       3/31/2020       911       877       911  

TwentyEighty, Inc.(14) ††

    Professional Services       —         —         8.00 %(10)      1/31/2017       3/31/2020       1,949       1,850       1,832  

TwentyEighty, Inc.(14) ††

    Professional Services       —         —         9.00 %(11)      1/31/2017       3/31/2020       1,775       1,685       1,615  

U.S. Acute Care Solutions, LLC(2)(14)

   
Health Care Providers &
Services
 
 
    L+500       1.00     6.33     12/22/2016       5/15/2021       6,451       6,396       6,403  

VT Buyer Acquisition Corp. (Veritext)(2)(14)

    Professional Services       L+475       1.00     6.08     2/17/2017       1/29/2022       4,604       4,584       4,581  

WIRB-Copernicus Group, Inc.(2)(14)

    Professional Services       L+500       1.00     6.33     3/27/2017       8/12/2022       4,478       4,457       4,478  
               

 

 

   

 

 

 

Total Bank Debt/Senior Secured Loans

 

  $ 298,292     $ 295,082  
               

 

 

   

 

 

 
                                        Shares/Units              

Common Equity/Equity Interests/Warrants—27.1%

                 

Engineering Solutions & Products, LLC(6)(12)(14)

    Aerospace & Defense             11/5/2013         133,668     $ 1,367     $ 68  

Essence Group Holdings Corporation (Lumeris) Warrants(14)†.

    Health Care Technology             3/22/2017         52,000       16       41  

First Lien Loan Program LLC(4)(5)(14)

    Asset Management             2/13/2015         —         39,559       37,667  

Gemino Healthcare Finance, LLC(4)(5)(14)

   
Diversified Financial
Services
 
 
          9/30/2013         32,839       32,839       35,150  

TwentyEighty Investors, LLC(14)†.

    Professional Services             1/31/2017         17,214       3,167       —    
               

 

 

   

 

 

 

Total Common Equity/Equity Interests/Warrants

 

    $ 76,948     $ 72,926  
               

 

 

   

 

 

 

Total Investments(13)—136.6%

 

    $ 375,240     $ 368,008  
                 
                                        Par Amount              

Cash Equivalents—46.3%

                 

U.S. Treasury Bill

    Government             9/29/2017       11/30/2017       125,000     $ 124,799     $ 124,799  
               

 

 

   

 

 

 

Total Investments & Cash Equivalents—182.9%

 

    $ 500,039     $ 492,807  

Liabilities in Excess of Other Assets(82.9%)

 

        (223,311
                 

 

 

 

Net Assets—100.0%

 

      $ 269,496  
                 

 

 

 

 

See notes to consolidated financial statements.

 

8


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)

September 30, 2017

(in thousands)

 

(1) Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) index rate or the prime index rate (PRIME or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of September 30, 2017.
(2) Indicates an investment that is wholly or partially held by Solar Senior Capital Ltd. through its wholly-owned financing subsidiary SUNS SPV LLC (the “SPV”). Such investments are pledged as collateral under the Senior Secured Revolving Credit Facility (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of Solar Senior Capital Ltd. The respective par amount for the investment partially held through the SPV is $3,903 for Genmark Diagnostics, Inc. The par balance in excess of this stated amount is held directly by Solar Senior Capital Ltd.
(3) Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor.
(4) Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 (“1940 Act”), as amended. If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act. As of September 30, 2017, on a fair value basis, non-qualifying assets in the portfolio represented 17.1% of the total assets of the Company.
(5) Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the nine months ended September 30, 2017 in these controlled investments are as follows:

 

Name of Issuer

   Fair Value at
December 31,
2016
     Gross
Additions
     Gross
Reductions
     Realized
Gain
(Loss)
     Change in
Unrealized
Gain
(Loss)
    Dividend
/Other
Income
     Fair Value at
September 30,
2017
 

First Lien Loan Program LLC (“FLLP”)

   $ 38,810      $ 2,835      $ 4,462      $ —        $ 484     $ 3,059      $ 37,667  

Gemino Healthcare Finance, LLC

     35,500        —          —          —          (350     2,771        35,150  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
   $ 74,310      $ 2,835      $ 4,462      $ —        $ 134     $ 5,830      $ 72,817  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

(6) Denotes investments in which we are an “Affiliated Person” but not exercising a controlling influence, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 5% but less than 25% of the outstanding voting securities of the investment. Transactions during the nine months ended September 30, 2017 in these affiliated investments are as follows:

 

Name of Issuer

   Fair Value at
December 31,
2016
     Gross
Additions
     Gross
Reductions
     Realized
Gain
(Loss)
     Change in
Unrealized
Gain
(Loss)
     Interest/
Dividend
Income
     Fair Value at
September 30,
2017
 

Engineering Solutions & Products, LLC (2nd lien)

     1,757        —          —          —          351      152        2,108  

Engineering Solutions & Products, LLC (equity interests)

     68        —          —          —          —          —          68  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 1,825      $ —        $ —        $ —        $ 351      $ 152      $ 2,176  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(7) Spread is 5.50% Cash / 2.00% PIK.
(8) PSP Group, LLC, PSP Service Newco, Inc., PSP Subco, LLC, PSP Stores, LLC, and PSP Distribution, LLC are co-borrowers.
(9) Spread is 3.50% Cash / 4.50% PIK.
(10) Coupon is 1.00% Cash / 7.00% PIK.
(11) Coupon is 0.25% Cash / 8.75% PIK.
(12) Our equity investment in Engineering Solutions & Products, LLC is held through ESP SSC Corp., a taxable consolidated subsidiary.
(13) Aggregate net unrealized depreciation for federal income tax purposes is $10,634; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $3,003 and $13,637, respectively, based on a tax cost of $378,642.
(14) Investment valued using significant unobservable inputs.
Non-income producing security.
†† Investment contains a payment-in-kind (“PIK”) feature.

 

See notes to consolidated financial statements.

 

9


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)

September 30, 2017

 

Industry Classification

   Percentage of Total
Investments (at
fair value) as of
September 30, 2017
 

Communications Equipment

     15.1

Health Care Providers & Services

     11.7

Asset Management (includes FLLP)

     11.3

Diversified Financial Services (includes Gemino Healthcare Finance, LLC)

     10.9

Professional Services

     9.1

Insurance

     8.7

Software

     7.9

Health Care Equipment & Supplies

     3.2

Health Care Facilities

     2.5

Chemicals

     2.4

Consumer Finance

     2.3

Electronic Equipment, Instruments & Components

     2.2

Internet Software & Services

     2.2

Food Products

     1.6

Footwear

     1.6

Air Freight & Logistics

     1.5

IT Services

     1.4

Wireless Telecommunication Services

     1.3

Commercial Services & Supplies

     1.3

Health Care Technology

     1.1

Aerospace & Defense

     0.6

Specialty Retail

     0.1
  

 

 

 

Total Investments

     100.0
  

 

 

 

 

See notes to consolidated financial statements.

 

10


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2016

(in thousands, except share/unit amounts)

 

Description

  Industry   Spread
above
Index(3)
    Libor
Floor
    Interest
Rate(1)
    Acquisition
Date
    Maturity
Date
    Par
Amount
    Cost     Fair
Value
 

Bank Debt/Senior Secured Loans—108.2%

                 

ABB/Con-Cise Optical Group LLC(2)

  Health Care Equipment &
Supplies
    L+500       1.00     6.00     6/14/2016       6/15/2023     $ 11,970     $ 11,920     $ 12,135  

Advantage Sales and Marketing, Inc.

  Professional Services     L+650       1.00     7.50     2/14/2013       7/25/2022       8,000       7,955       7,835  

Aegis Toxicology Sciences Corporation

  Health Care Providers &
Services
    L+850       1.00     9.50     2/20/2014       8/24/2021       4,000       3,958       3,740  

Alera Group Intermediate Holdings, Inc.(2).

  Insurance     L+550       1.00     6.50     11/28/2016       12/30/2022       8,640       8,554       8,554  

ALG B.V. (Apple Leisure)(2)(4)

  Hotels, Restaurants &
Leisure
    L+575       1.25     7.00     2/28/2013       2/28/2019       2,692       2,681       2,692  

ALG USA Holdings, LLC (Apple Leisure)(2)

  Hotels, Restaurants &
Leisure
    L+575       1.25     7.00     2/28/2013       2/28/2019       3,568       3,553       3,568  

American Seafoods Group LLC(2)

  Food Products     L+500       1.00     6.00     8/10/2015       8/19/2021       4,817       4,798       4,781  

American Teleconferencing Services, Ltd. (PGI)(2)

  Communications
Equipment
    L+650       1.00     7.50     5/5/2016       12/8/2021       8,662       7,871       8,423  

Anesthesia Consulting & Management, LP(2)

  Health Care Providers &
Services
    L+500       1.00     6.00     10/20/2016       10/31/2022       5,000       4,951       4,950  

Asurion, LLC

  Insurance     L+750       1.00     8.50     2/27/2014       3/3/2021       840       785       855  

Capstone Logistics Acqusition, Inc.(2)

  Professional Services     L+450       1.00     5.50     10/3/2014       10/7/2021       8,278       8,218       8,196  

CIBT Holdings, Inc.(2)

  Professional Services     L+525       1.00     6.25     6/28/2016       6/28/2022       2,620       2,596       2,594  

Confie Seguros Holding II Co.(2)

  Insurance     L+475       1.00     5.75     10/13/2016       4/19/2022       10,000       9,903       10,067  

ConvergeOne Holdings Corp.(2)

  Communications
Equipment
    L+538       1.00     6.38     6/16/2014       6/17/2020       4,830       4,800       4,806  

CT Technologies Intermediate Holdings(2)

  Health Care Technology     L+425       1.00     5.25     12/1/2014       12/1/2021       3,393       3,377       3,253  

DB Datacenter Holdings, Inc.(2)

  IT Services     L+475       1.00     5.75     12/28/2016       7/13/2021       5,000       4,925       4,925  

Empower Payments Acquisition, Inc.(2)

  Professional Services     L+550       1.00     6.50     11/28/2016       11/30/2023       4,625       4,533       4,532  

Engineering Solutions & Products, LLC(6)

  Aerospace & Defense     L+600       2.00     8.00     11/5/2013       11/5/2018       2,343       2,343       1,757  

Epic Health Services, Inc.(2)

  Health Care Providers &
Services
    L+475       1.00     5.75     2/20/2015       2/17/2021       4,798       4,770       4,798  

Falmouth Group Holdings Corp. (AMPAC)(2)

  Chemicals     L+675       1.00     7.75     12/15/2016       12/14/2021       9,476       9,476       9,476  

GenMark Diagnostics, Inc.(2)(4)

  Health Care Providers &
Services
    —         —         6.90     4/22/2016       1/12/2019       9,643       9,538       9,739  

Global Tel*Link Corporation(2)

  Communications
Equipment
    L+375       1.25     5.00     11/6/2015       5/23/2020       3,426       3,083       3,418  

Global Tel*Link Corporation

  Communications
Equipment
    L+775       1.25     9.00     5/21/2013       11/23/2020       3,000       2,964       2,921  

HC Group Holdings III, Inc. (Walgreens)(2)

  Health Care Providers &
Services
    L+500       1.00     6.00     3/25/2015       4/7/2022       4,938       4,918       4,765  

Hostway Corporation(2)

  Internet Software &
Services
    L+475       1.25     8.00     6/27/2014       12/13/2019       8,776       8,753       8,162  

Kellermeyer Bergensons Services, LLC (KBS)(2)

  Commercial Services &
Supplies
    L+500       1.00     6.00     10/31/2014       10/29/2021       4,875       4,840       4,778  

Lumeris Solutions Company, LLC(2)

  Health Care Technology     —         —         9.42     4/22/2016       12/27/2017       2,074       2,115       2,095  

Material Handling Services, LLC (TFS)(2)

  Air Freight & Logistics     L+500       1.00     6.00     3/3/2014       3/26/2020       11,056       10,991       10,946  

Mediware Information Systems, Inc.(2)

  Health Care Technology     L+475       1.00     5.75     9/26/2016       9/28/2023       4,988       4,939       4,988  

Metamorph US 3, LLC (Metalogix)(2)

  Software     L+650       1.00     7.50     12/1/2014       12/1/2020       8,000       7,860       5,720  

Ministry Brands, LLC(2)

  Software     L+500       1.00     6.00     11/21/2016       12/2/2022       5,493       5,438       5,438  

MYI Acquiror Corp. (McLarens Young)(2)

  Insurance     L+450       1.25     5.75     5/21/2014       5/28/2019       3,356       3,339       3,298  

MYI Acquiror Ltd. (McLarens Young)(2)(4)

  Insurance     L+450       1.25     5.75     5/21/2014       5/28/2019       4,282       4,260       4,208  

nThrive, Inc. (Precyse)(2)

  Health Care Providers &
Services
    L+550       1.00     6.50     4/19/2016       10/20/2022       5,977       5,901       6,067  

 

See notes to consolidated financial statements.

 

11


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2016

(in thousands, except share/unit amounts)

 

Description

  Industry     Spread
above
Index(3)
    Libor
Floor
    Interest
Rate(1)
    Acquisition
Date
    Maturity
Date
    Par
Amount
    Cost     Fair
Value
 

Pearl Merger Sub LLC (PetVet)(2)

    Health Care Facilities       L+475       1.00     5.75     1/29/2015       12/17/2020       4,410       4,347       4,360  

Polycom, Inc.(2)

   
Communications
Equipment
 
 
    L+650       1.00     7.50     9/29/2016       9/27/2023       14,506       13,940       14,434  

PPT Management Holdings, LLC(2)

   
Health Care Providers &
Services
 
 
    L+600       1.00     7.00     12/15/2016       12/16/2022       8,000       7,920       7,920  

PSP Group, LLC (Pet Supplies Plus)(2)(7)

    Specialty Retail       L+475       1.00     5.75     4/2/2015       4/6/2021       487       483       484  

QBS Holding Company, Inc. (Quorum)(2)

    Software       L+475       1.00     5.75     8/1/2014       8/7/2021       6,370       6,325       6,115  

Richelieu Foods, Inc.(2)

    Food Products       L+475       1.00     5.75     11/21/2014       5/21/2020       6,510       6,446       6,510  

Salient Partners, L.P.(2)

    Asset Management       L+850       1.00     9.50     6/10/2015       6/9/2021       4,217       4,150       4,111  

Securus Technologies, Inc.

   
Communications
Equipment
 
 
    L+775       1.25     9.00     4/17/2013       4/30/2021       10,000       9,946       9,759  

SHO Holding I Corporation (Shoes for Crews)(2)

    Footwear       L+500       1.00     6.00     11/20/2015       10/27/2022       5,940       5,890       5,940  

Strategic Partners Acquisition Corp.(2)

   
Textiles, Apparel &
Luxury Goods
 
 
    L+525       1.00     6.25     6/24/2016       6/30/2023       1,995       1,976       2,015  

Stratose Intermediate Holdings II, LLC(2)

    Health Care Services       L+500       1.00     6.00     1/25/2016       1/26/2022       4,950       4,907       4,962  

Suburban Broadband, LLC (Jab Wireless, Inc.)(2)

   

Wireless
Telecommunication
Services
 
 
 
    L+450       1.00     5.50     11/29/2016       3/26/2019       5,000       4,952       4,950  

The Edelman Financial Center, LLC(2)

   
Diversified Financial
Services
 
 
    L+550       1.00     6.50     12/16/2015       12/18/2022       4,950       4,862       4,950  

The Hilb Group, LLC & Gencorp Insurance Group, Inc.(2)

    Insurance       L+500       1.00     6.00     3/16/2016       6/24/2021       3,814       3,747       3,776  

Trident USA Health Services(2)

   
Health Care Providers &
Services
 
 
    L+575       1.25     7.00     7/29/2013       7/31/2019       8,793       8,755       8,001  

TwentyEighty, Inc. (fka Miller Heiman)(2)*

    Professional Services       L+600       1.00     7.00     9/30/2013       9/30/2019       6,991       6,950       3,495  

U.S. Acute Care Solutions, LLC(2)

   
Health Care Providers &
Services
 
 
    L+500       1.00     6.00     12/22/2016       5/15/2021       6,500       6,435       6,435  

VT Buyer Acquisition Corp. (Veritext)(2)

    Professional Services       L+500       1.00     6.00     1/29/2016       1/29/2022       4,481       4,443       4,459  
               

 

 

   

 

 

 

Total Bank Debt/Senior Secured Loans

 

  $ 297,380     $ 291,156  
               

 

 

   

 

 

 
                                        Shares/Units              

Common Equity/Equity Interests—27.6%

                 

Engineering Solutions & Products, LLC(6)(8)

    Aerospace & Defense             11/5/2013         133,668     $ 1,367     $ 68  

First Lien Loan Program LLC(4)(5)

    Asset Management             2/13/2015         —         41,187       38,810  

Gemino Healthcare Finance,
LLC(4)(5)

   
Diversified Financial
Services
 
 
          9/30/2013         32,839       32,839       35,500  
               

 

 

   

 

 

 

Total Common Equity/Equity Interests

 

    $ 75,393     $ 74,378  
 

 

 

   

 

 

 

Total Investments(9)—135.8%

 

    $ 372,773     $ 365,534  
      Par Amount              
Cash Equivalents—52.0%                  

U.S. Treasury Bill

    Government             12/29/2016       2/2/2017       140,000     $ 139,952     $ 139,952  
               

 

 

   

 

 

 

Total Investments & Cash Equivalents—187.8%

 

    $ 512,725     $ 505,486  

Liabilities in Excess of Other Assets(87.8%)

 

        (236,341
                 

 

 

 

Net Assets—100.0%

 

      $ 269,145  
                 

 

 

 

 

(1) Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) index rate or the prime index rate (PRIME or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2016.

 

See notes to consolidated financial statements.

 

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SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2016

(in thousands, except share/unit amounts)

 

(2) Indicates an investment that is wholly or partially held by Solar Senior Capital Ltd. through its wholly-owned financing subsidiary SUNS SPV LLC. Such investments are pledged as collateral under the Senior Secured Revolving Credit Facility (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of Solar Senior Capital Ltd. The respective par amount for the investment that is partially held through the SPV is $4,821 for Genmark Diagnostics, Inc. The par balance in excess of this stated amount is held directly by Solar Senior Capital Ltd.
(3) Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor.
(4) Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 (“1940 Act”), as amended. If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act. As of December 31, 2016, on a fair value basis, non-qualifying assets in the portfolio represented 17.4% of the total assets of the Company.
(5) Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2016 in these controlled investments are as follows:

 

Name of Issuer

   Fair Value at
December 31, 2015
     Gross
Additions
     Gross
Reductions
     Realized
Gain
(Loss)
     Dividend/Other
Income
     Fair Value at
December 31, 2016
 

First Lien Loan Program LLC

   $ 27,593      $ 11,603      $ —        $ —          $ 3,264        $ 38,810  

Gemino Healthcare Finance, LLC

     34,000        —          —          —          3,878          35,500  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     $61,593      $11,603      $—        $—        $7,142        $74,310  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(6) Denotes investments in which we are an “Affiliated Person” but not exercising a controlling influence, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 5% but less than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2016 in these affiliated investments are as follows:

 

Name of Issuer

   Fair Value at
December 31, 2015
     Gross
Additions
     Gross
Reductions
     Realized
Gain
(Loss)
     Interest
Income
     Fair Value at
December 31, 2016
 

Engineering Solutions & Products, LLC (1st lien)

   $ 106      $ 376      $ 482      $ —        $ 11      $ —    

Engineering Solutions & Products, LLC (2nd lien)

     2,249        —          —          —          190        1,757  

Engineering Solutions & Products, LLC (equity interests)

     68        —          —          —          —          68  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     $2,423      $376      $482      $—        $201      $1,825  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(7) PSP Group, LLC, PSP Service Newco, Inc., PSP Subco, LLC, PSP Stores, LLC, and PSP Distribution, LLC are co-borrowers.
(8) Our equity investment in Engineering Solutions & Products, LLC is held through ESP SSC Corp., a taxable consolidated subsidiary.
(9) Aggregate net unrealized depreciation for federal income tax purposes is $10,676; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $3,649 and $14,325, respectively, based on a tax cost of $376,210.
* Investment is on non-accrual status.
Non-income producing security.

 

See notes to consolidated financial statements.

 

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SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2016

 

 

Industry Classification

   Percentage of Total
Investments

(at fair value) as of
December 31, 2016
 

Health Care Providers & Services

     16.8

Communications Equipment

     12.0

Asset Management

     11.7

Diversified Financial Services

     11.1

Professional Services

     8.5

Insurance

     8.4

Software

     4.7

Health Care Equipment & Supplies

     3.3

Food Products

     3.1

Air Freight & Logistics

     3.0

Health Care Technology

     2.8

Chemicals

     2.6

Internet Software & Services

     2.2

Hotels, Restaurants & Leisure

     1.7

Footwear

     1.6

Wireless Telecommunication Services

     1.4

IT Services

     1.4

Commercial Services & Supplies

     1.3

Health Care Facilities

     1.2

Textile, Apparel & Luxury Goods

     0.6

Aerospace & Defense

     0.5

Specialty Retail

     0.1
  

 

 

 

Total Investments

     100.0
  

 

 

 

 

 

See notes to consolidated financial statements.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

September 30, 2017

(in thousands, except share amounts)

Note 1. Organization

Solar Senior Capital Ltd. (“Solar Senior”, the “Company”, “SUNS”, “we”, “us”, or “our”), a Maryland corporation formed on December 16, 2010, is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. In addition, for tax purposes, we have elected to be treated as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code of 1986, as amended (“the Code”).

On January 28, 2011, Solar Senior was capitalized with initial equity of $2 and commenced operations. On February 24, 2011, Solar Senior priced its initial public offering, selling 9.0 million shares, including the underwriters’ over-allotment, raising approximately $168,000 of net proceeds. Concurrent with this offering, our senior management team purchased an additional 500,000 shares through a private placement, raising another $10,000.

The Company’s investment objective is to seek to maximize current income consistent with the preservation of capital. We seek to achieve our investment objective by investing directly or indirectly in senior secured loans, including first lien and second lien debt instruments, made primarily to leveraged private middle-market companies whose debt is rated below investment grade, which the Company refers to collectively as “senior loans.” From time to time, we may also invest in public companies that are thinly traded. Under normal market conditions, at least 80% of the value of the Company’s net assets (including the amount of any borrowings for investment purposes) will be invested in senior loans.

Note 2. Significant Accounting Policies

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”), and include the accounts of the Company and its wholly-owned subsidiaries. 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 have been eliminated. Certain prior period amounts may have been reclassified to conform to current period presentation.

Interim consolidated financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, they may not include all of the information and notes required by GAAP for annual consolidated financial statements. 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 our consolidated financial statements, have been included.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

The significant accounting policies consistently followed by the Company are:

 

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

 

  (b) The Company conducts the valuation of its assets in accordance with GAAP and the 1940 Act. The Company generally values its assets on a quarterly basis, or more frequently if required. Investments for which market quotations are readily available on an exchange are valued at the closing price on the date of valuation. The Company may also obtain quotes with respect to certain of its investments from pricing services or brokers or dealers in order to value assets. When doing so, management determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the investment. If determined adequate, the Company uses the quote obtained. Debt investments with maturities of 60 days or less shall each be valued at cost plus accreted discount, or minus amortized premium, which is expected to approximate fair value, unless such valuation, in the judgment of Solar Capital Partners, LLC (the “Investment Adviser”), does not represent fair value, in which case such investments shall be valued at fair value as determined in good faith by or under the direction of the Company’s board of directors (the “Board”).

Investments for which reliable market quotations are not readily available or for which the pricing sources do not provide a valuation or methodology or provide a valuation or methodology that, in the judgment of the Investment Adviser or the Board does not represent fair value, shall be valued as follows: (i) each portfolio company or investment is initially valued by the investment professionals responsible for the portfolio investment; (ii) preliminary valuations are discussed with senior management of the Investment Adviser; (iii) independent valuation firms engaged by, or on behalf of, the Board will conduct independent appraisals and review the Investment Adviser’s preliminary valuations and make their own independent assessment for (a) each portfolio investment that, when taken together with all other investments in the same portfolio company, exceeds 10% of estimated total assets, plus available borrowings, as of the end of the most recently completed fiscal quarter, and (b) each portfolio investment that is presently in payment default; (iv) the Board will discuss the valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser and, where appropriate, the respective independent valuation firm.

The recommendation of fair value generally considers the following factors among others, as relevant: applicable market yields; the nature and realizable value of any collateral; the portfolio company’s ability to make payments; the portfolio company’s earnings and discounted cash flow; the markets in which the issuer does business; and comparisons to publicly traded securities, among others.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will consider the pricing indicated by the external event to corroborate the valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. However, in accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation approaches to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. For the nine months ended September 30, 2017, there has been no change to the Company’s valuation approaches or techniques and the nature of the related inputs considered in the valuation process.

ASC Topic 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

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

 

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

 

  (d) The Company records dividend income and 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 effective 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 intends to comply with the applicable provisions of the Code pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it of substantially all U.S. federal income taxes. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. The Company will accrue excise tax on such estimated excess taxable income as appropriate.

 

  (f) Book and tax basis differences relating to stockholder distributions and other permanent book and tax differences are typically reclassified among the Company’s capital accounts annually. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

  (g) Distributions to common stockholders are recorded as of the record date. The amount to be paid out as a distribution is determined by the Board. Net realized capital gains, if any, are generally distributed or deemed distributed at least annually.

 

  (h) In accordance with Regulation S-X and ASC Topic 810—Consolidation, the Company consolidates its interest in investment company subsidiaries, financing subsidiaries and certain wholly-owned holding companies that serve to facilitate investment in portfolio companies. In addition, the Company may also consolidate any controlled operating companies substantially all of whose business consists of providing services to the Company.

 

  (i) 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. 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.

 

  (j) The Company has made an irrevocable election to apply the fair value option of accounting to its senior secured revolving credit facility (the “Credit Facility”), in accordance with ASC 825-10. The Company uses an independent third-party valuation firm to assist in measuring its fair value.

 

  (k) In accordance with ASC 835-30, the Company records origination and other expenses related to certain debt issuances, if any, as a direct deduction from the carrying amount of the debt liability. These expenses are deferred and amortized using either the effective interest method or the straight-line method over the stated life. The straight-line method may be used on revolving facilities and when it approximates the effective yield method.

 

  (l) The Company records expenses related to shelf registration statements and applicable equity offering costs as prepaid assets. These expenses are typically charged as a reduction of capital upon utilization, in accordance with ASC 946-20-25. Certain subsequent costs are expensed per the AICPA Audit & Accounting Guide for Investment Companies.

 

  (m) 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.

 

  (n) 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.

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended rules (together, “final rules”) interned to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The Company has evaluated the impact that the adoption of the amendments to Regulation S-X on its consolidated financial statements and disclosures and determined that the adoption of the amendments to Regulation S-X has not had a material impact on its consolidated financial statements.

In November 2016, FASB issued ASU 2016-18, Statement of Cash Flows, which will amend FASB ASC 230. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASU 2016-18 on its consolidated financial statements and disclosures.

In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements. As part of this guidance, ASU 2016-19 amends FASB ASC 820 to clarify the difference between a valuation approach and a valuation technique. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. ASU 2016-19 is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. The Company has evaluated the impact of ASU 2016-19 on its consolidated financial statements and disclosures and determined that the adoption of ASU 2016-19 has not had a material impact on its consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, which will amend FASB ASC 310-20. The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium, generally requiring the premium to be amortized to the earliest call date. For public business entities, the amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASU 2017-08 on its consolidated financial statements and disclosures.

In May 2014, the FASB issued ASC 606, Revenue From Contracts With Customers, originally effective for public business entities with annual reporting periods beginning after December 15, 2016. On August 12, 2015, the FASB issued an ASU, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year. ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASC 606 but does not currently believe that the application of ASC 606 will have a material impact on its consolidated financial statements and disclosures.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

Note 3. Agreements

Solar Senior has an Advisory Agreement with the Investment Adviser, under which the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, Solar Senior. For providing these services, the Investment Adviser receives a fee from Solar Senior, consisting of two components—a base management fee and a performance-based incentive fee. The base management fee is calculated at an annual rate of 1.00% of gross assets. For services rendered under the Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters. Base management fees for any partial month or quarter will be appropriately pro-rated. For purposes of computing the base management fee, gross assets exclude temporary assets acquired at the end of each fiscal quarter for purposes of preserving investment flexibility in the next fiscal quarter. Temporary assets include, but are not limited to, U.S. treasury bills, other short-term U.S. government or government agency securities, repurchase agreements or cash borrowings.

The performance-based incentive fee has two parts, as follows: one is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (other than fees for providing managerial assistance) accrued during the calendar quarter, minus our operating expenses for the quarter (excluding the performance-based incentive fee). Pre-incentive fee net investment income includes, in the case of investments, if any, with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero-coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains or losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 1.75% per quarter (7.00% annualized). The Company pays the Investment Adviser a performance-based incentive fee with respect to pre-incentive fee net investment income for each calendar quarter as follows:

 

    no performance-based incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle of 1.75%;

 

    50% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle but is less than 2.9167% in any calendar quarter (11.67% annualized);

and

 

    20% of the amount of pre-incentive fee net investment income, if any, that exceeds 2.9167% in any calendar quarter (11.67% annualized) will be payable to the Investment Adviser.

The second part of the performance-based incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date) and will equal 20% of the Company’s cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment basis at the end of each calendar year) and all net capital gains upon which prior performance-based capital gains incentive fee payments were previously made to the Investment Adviser. For financial statement purposes, the second part of the performance-based incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation. No accrual was required for the three and nine months ended September 30, 2017 and 2016.

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

For the three and nine months ended September 30, 2017, the Company recognized $955 and $2,862, respectively, in gross base management fees and $231 and $428, respectively, in gross performance-based incentive fees. For the three and nine months ended September 30, 2017, $481 and $1,962, respectively, of such base management fees were waived. For the three and nine months ended September 30, 2017, $231 and $428, respectively, of such performance-based incentive fees were waived. For the three and nine months ended September 30, 2016, the Company recognized $852 and $2,483, respectively, in gross base management fees and $636 and $1,486, respectively, in gross performance-based incentive fees. For the three and nine months ended September 30, 2016, no base management fees were waived. For the three and nine months ended September 30, 2016, $518 and $1,131, respectively, of such performance-based incentive fees were waived. For the quarterly periods ended September 30, 2016 to June 30, 2017 (the “Waiver Period”), the Investment Adviser had agreed to voluntarily waive a portion or all of the incentive fees, and to the extent necessary a portion or all of the base management fees, that the Investment Adviser would otherwise be entitled to receive pursuant to our investment advisory and management agreement with the Investment Adviser to the extent required in order for the Company to earn net investment income (exclusive of costs related to the expansion, extension and/or amendments of our credit facilities), as determined in accordance with GAAP, sufficient to maintain the Company’s current level of distributions. A portion or all of the voluntary fee waivers made during the Waiver Period were made at the Investment Adviser’s discretion and are subject to recapture by the Investment Adviser and reimbursement by the Company through June 30, 2018 to the extent GAAP net investment income equals or exceeds the current level of distributions, among other conditions. As of June 30, 2017, which was the end of the waiver period, the total amount of fees waived that are subject to possible recoupment quarterly through June 30, 2018 was $3,067. The amount to be waived or recaptured was determined after the end of each quarter during the Waiver Period, with such amounts accrued on a quarterly basis. For the three and nine months ended September 30, 2017, there were no fees recaptured by the Investment Adviser. The voluntary fee waiver for the three months ended September 30, 2017 was made at the Investment Adviser’s discretion and is subject to recapture by the Investment Adviser and reimbursement by the company under the conditions noted below. The voluntary fee waiver for the three and nine months ended September 30, 2016 was made at the Investment Adviser’s discretion and was subject to recapture by the Investment Adviser and reimbursement by the Company if net investment income during and/or for fiscal 2016 equaled or exceeded distributions declared in fiscal 2016, among other conditions. For fiscal 2016, there were no fees recaptured by the Investment Adviser. No fees will be recouped by the Investment Adviser if (i) for the period in which recoupment occurs, the ratio of operating expenses to average net assets, when considering the reimbursement, exceeds the same ratio for the period in which the waiver occurred; (ii) for the period in which recoupment occurs, the annualized distribution rate cannot fall below the annualized distribution rate for the period in which the waiver occurred; and (iii) recoupment can only occur within three years from the date of the waiver. The table below presents a summary of fees waived that may be subject to recoupment:

 

Three Months Ended

  Management and
Performance-
Based Incentive
Fees Waived
    Management and
Performance-
Based Incentive
Fees Recouped
    Unreimbursed
Management and
Performance-Based
Incentive Fees
    Ratio of Operating
Expense to
Average Net Assets
for the Period(1)
    Annualized
Distribution
Rate for the
Period(2)
    Eligible for
Recoupment
Through

September 30, 2016

  $ 518     $ —       $ 518       0.32     8.41   June 30, 2018

December 31, 2016

    871       —         871       0.28     8.40   June 30, 2018

March 31, 2017

    864       —         864       0.31     8.39   June 30, 2018

June 30, 2017

    814       —         814       0.31     8.39   June 30, 2018

September 30, 2017

    712       —         712       0.32     8.40   June 30, 2019
 

 

 

   

 

 

   

 

 

       

Total

  $ 3,779     $ —       $ 3,779        
 

 

 

   

 

 

   

 

 

       

 

(1) Operating expense includes all expenses borne by the Company, except for organizational and offering costs, base management fees, performance-based incentive fees and interest expense.
(2) Annualized distribution rate equals the annualized rate of distributions paid to shareholders based on the amount of the distributions declared prior to the date that the waivers of expenses related to management and performance-based incentive fees were incurred.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

Solar Senior has also entered into an Administration Agreement with Solar Capital Management, LLC (the “Administrator”) under which the Administrator provides administrative services for Solar Senior. For providing these services, facilities and personnel, Solar Senior reimburses the Administrator for Solar Senior’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent. The Administrator will also provide, on Solar Senior’s behalf, managerial assistance to those portfolio companies to which Solar Senior is required to provide such assistance. The Company typically reimburses the Administrator on a quarterly basis.

For the three and nine months ended September 30, 2017, the Company recognized expenses under the Administration Agreement of $372 and $1,107, respectively. For the three and nine months ended September 30, 2016, the Company recognized expenses under the Administration Agreement of $301 and $895, respectively. No managerial assistance fees were accrued or collected for the three and nine months ended September 30, 2017 and 2016.

Note 4. Net Asset Value Per Share

At September 30, 2017, the Company’s total net assets and net asset value per share were $269,496 and $16.81, respectively. This compares to total net assets and net asset value per share at December 31, 2016 of $269,145 and $16.80, respectively.

Note 5. Earnings Per Share

The following table sets forth the computation of basic and diluted net increase in net assets per share resulting from operations, pursuant to ASC 260-10, for the three and nine months ended September 30, 2017 and 2016:

 

     Three months ended
September 30,
     Nine months ended
September 30,
 
     2017      2016      2017      2016  

Earnings per share (basic & diluted)

           

Numerator—net increase in net assets resulting from operations:

   $ 6,012      $ 5,169      $ 17,152      $ 18,257  

Denominator—weighted average shares:

     16,033,270        12,359,049        16,029,844        11,810,569  

Earnings per share:

   $ 0.37      $ 0.42      $ 1.07      $ 1.55  

Note 6. 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.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

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;

 

  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 and, if applicable, an independent third-party valuation firm’s own assumptions about the 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 a quarterly 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 quarter 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 September 30, 2017 and December 31, 2016:

Fair Value Measurements

As of September 30, 2017

 

     Level 1      Level 2      Level 3      Measured at
Net Asset Value*
     Total  

Assets:

              

Bank Debt/Senior Secured Loans

   $ —        $ 20,715      $ 274,367      $ —        $ 295,082  

Common Equity/Equity Interests/Warrants

     —          —          35,259        37,667        72,926  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ —        $ 20,715      $ 309,626      $ 37,667      $ 368,008  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

              

Credit Facility

   $ —        $ —        $ 91,000      $ —        $ 91,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

*

In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

  fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. The portfolio investment in this category is FLLP. See Note 11 for more information on this investment, including its investment strategy and the Company’s unfunded equity commitment to FLLP. This investment is not redeemable by the Company absent an election by the members of the entity to liquidate all investments and distribute the proceeds to the members.

Fair Value Measurements

As of December 31, 2016

 

     Level 1      Level 2      Level 3      Measured at
Net Asset Value*
     Total  

Assets:

              

Bank Debt/Senior Secured Loans

   $ —        $ 40,888      $ 250,268      $ —        $ 291,156  

Common Equity/Equity Interests

     —          —          35,568        38,810        74,378  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ —        $ 40,888      $ 285,836      $ 38,810      $ 365,534  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

              

Credit Facility

   $ —        $ —        $ 98,300      $ —        $ 98,300  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

* In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the nine months ended September 30, 2017, 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 September 30, 2017:

Fair Value Measurements Using Level 3 Inputs

 

     Bank Debt/Senior
Secured Loans
    Common
Equity/Equity
Interests/Warrants
 

Fair value, December 31, 2016

   $ 250,268     $ 35,568  

Total gains or losses included in earnings:

    

Net realized gain (loss)

     86       —    

Net change in unrealized gain (loss)

     3,286       (3,491

Purchase of investment securities

     100,626       3,182  

Proceeds from dispositions of investment securities

     (95,725     —    

Transfers in/out of Level 3

     15,826       —    
  

 

 

   

 

 

 

Fair value, September 30, 2017

   $ 274,367     $ 35,259  
  

 

 

   

 

 

 

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):

   $ 3,286     $ (3,491
  

 

 

   

 

 

 

 

24


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

During the three months ended September 30, 2017, there were no transfers in and out of Levels 1 or 2. During the three months ended June 30, 2017, Securus Technologies, Inc. was transferred from Level 2 to Level 3. At June 30, 2017, the Investment Adviser believed that Securus Technologies, Inc. was likely going to be prepaid at par in the near future. As such, the Investment Adviser, in its recommendation to the Board, felt that it was more representative of fair value to price the position at par, matching the price we would receive if the investment was prepaid. During the three months ended March 31, 2017, nThrive, Inc. was transferred from Level 2 to Level 3. At March 31, 2017, the Investment Adviser also believed that nThrive, Inc. was likely going to be prepaid in the near future. As such, the Investment Adviser, in its recommendation to the Board, felt that it was more representative of fair value to price the position at par, matching the price we would receive if the investment was prepaid. This position was repaid in the quarter ended June 30, 2017.

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 nine months ended September 30, 2017:

 

Beginning fair value at December 31, 2016

   $ 98,300  

Borrowings

     84,200  

Repayments

     (91,500

Transfers in/out of Level 3

     —    
  

 

 

 

Ending fair value at September 30, 2017

   $ 91,000  
  

 

 

 

The Company has made an irrevocable election to apply the fair value option of accounting to the Credit Facility, in accordance with ASC 825-10. On September 30, 2017, there were borrowings of $91,000 on the Credit Facility. For the nine months ended September 30, 2017, the Credit Facility had no net change in unrealized (appreciation) depreciation. The Company used an independent third-party valuation firm to assist in measuring the fair value of the Credit Facility.

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
    Unsecured
Notes
    Common
Equity/Equity
Interests
 

Fair value, December 31, 2015

   $ 198,836     $ 3,650     $ 34,068  

Total gains or losses included in earnings:

      

Net realized gain (loss)

     6       —         —    

Net change in unrealized gain (loss)

     (1,812     (6     1,500  

Purchase of investment securities

     136,331       —         —    

Proceeds from dispositions of investment securities

     (83,093     (3,644     —    

Transfers in/out of Level 3

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Fair value, December 31, 2016

   $ 250,268     $ —       $ 35,568  
  

 

 

   

 

 

   

 

 

 

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):

   $ (2,857   $ —       $ 1,500  
  

 

 

   

 

 

   

 

 

 

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

During the year ended December 31, 2016, there were no transfers in and out of Levels 1 and 2.

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

   $ 116,200  

Borrowings

     136,800  

Repayments

     (154,700

Transfers in/out of Level 3

     —    
  

 

 

 

Ending fair value at December 31, 2016

   $ 98,300  
  

 

 

 

The Company has made an irrevocable election to apply the fair value option of accounting to the Credit Facility, in accordance with ASC 825-10. On December 31, 2016, there were borrowings of $98,300 on the Credit Facility. For the year ended December 31, 2016, the Credit Facility had no net change in unrealized (appreciation) depreciation. The Company used an independent third-party valuation firm to assist in measuring the fair value of the Credit Facility.

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.

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 September 30, 2017 is summarized in the table below:

 

    Asset or
Liability
  Fair Value at
September 30,
2017
    Principal
Valuation

Technique/
Methodology
  Unobservable Input   Range (Weighted
Average)

Bank Debt / Senior Secured Loans

  Asset   $ 274,367     Yield Analysis   Market Yield   5.9% – 20.4% (8.2%)

Common Equity/Equity Interests/Warrants

  Asset   $

$

109

35,150

 

 

  Enterprise Value

Enterprise Value

  EBITDA Multiple

Return on Equity

  6.8x – 18.2x (18.2x)
6.2% – 22.8% (12.5%)

Credit Facility

  Liability   $ 91,000     Yield Analysis   Market Yield   L+1.4% – L+4.8%

(L+2.0%)

 

26


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

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, 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   $ 250,268     Yield Analysis   Market Yield   5.7% – 37.3% (8.0%)

Common Equity/Equity Interests

  Asset   $

$

68

35,500

 

 

  Enterprise Value

Enterprise Value

  EBITDA Multiple

Return on Equity

  9.3x – 27.0x (27.0x)
3.0% – 21.7% (15.0%)

Credit Facility

  Liability   $ 98,300     Yield Analysis   Market Yield   L+1.4% – L+4.8%

(L+2.0%)

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 7. Debt

Senior Secured Revolving Credit Facility—On August 26, 2011, the Company established the SPV which entered into the Credit Facility with Citigroup Global Markets Inc. acting as administrative agent. On January 10, 2017, commitments to the Credit Facility, as amended, were increased from $175,000 to $200,000 by utilizing the accordion feature. It can also be expanded up to $600,000. The stated interest rate on the Credit Facility is LIBOR plus 2.00% with no LIBOR floor requirement and the current final maturity date is June 30, 2020. The Credit Facility is secured by all of the assets held by the SPV. Under the terms of the Credit Facility, Solar Senior Capital and the SPV, 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 Credit Facility also includes usual and customary events of default for credit facilities of this nature. The Credit Facility was amended on November 7, 2012, June 30, 2014 and May 29, 2015 to extend maturities and add greater investment flexibility, among other changes.

The Company has made an irrevocable election to apply the fair value option of accounting to the Credit Facility, in accordance with ASC 825-10. We believe accounting for the Credit 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 Statements of Assets and Liabilities and changes in fair value of the Credit Facility are reported in the Consolidated Statements of Operations.

The average annualized interest cost for all borrowings for the nine months ended September 30, 2017 and the year ended December 31, 2016 was 3.09% and 2.59%, 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 Credit Facility during the nine months ended September 30, 2017 and the year ended December 31, 2016, was $111,600 and $141,600, respectively.

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

Note 8. Financial Highlights and Senior Securities Table

The following is a schedule of financial highlights for the nine months ended September 30, 2017 and for the year ended December 31, 2016:

 

     Nine months
ended
September 30,
2017
(unaudited)
    Year ended
December 31,
2016
 

Per Share Data: (a)

    

Net asset value, beginning of year

   $ 16.80     $ 16.33  
  

 

 

   

 

 

 

Net investment income

     1.06       1.42  

Net realized and unrealized gain

     0.01       0.50  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     1.07       1.92  

Distributions to stockholders:

    

From net investment income

     (1.06     (1.42

Offering costs and other

     —         (0.03
  

 

 

   

 

 

 

Net asset value, end of period

   $ 16.81     $ 16.80  
  

 

 

   

 

 

 

Per share market value, end of period

   $ 17.23     $ 16.44  

Total Return(b)

     11.40     20.70

Net assets, end of period

   $ 269,496     $ 269,145  

Shares outstanding, end of period

     16,033,733       16,025,011  
  

 

 

   

 

 

 

Ratios to average net assets(c):

    

Net investment income

     6.30     8.68
  

 

 

   

 

 

 

Operating expenses

     1.28 %*      2.65 %* 

Interest and other credit facility expenses

     1.01     1.56
  

 

 

   

 

 

 

Total expenses

     2.29 %*      4.21 %* 
  

 

 

   

 

 

 

Average debt outstanding

   $ 94,681     $ 109,938  

Portfolio turnover ratio

     30.5     38.4

 

(a) Calculated using the average shares outstanding method.
(b) Total return is based on the change in market price per share during the period and takes into account distributions, if any, reinvested in accordance with the dividend reinvestment plan. Total return does not include a sales load.
(c) Not annualized for periods less than one year.
* The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is shown net of voluntary management and incentive fee waivers (see note 3). For the nine months ended September 30, 2017, the ratios of operating expenses to average net assets and total expenses to average net assets would be 2.17% and 3.18%, respectively, without the voluntary management and incentive fee waivers. For the year ended December 31, 2016, the ratios of operating expenses to average net assets and total expenses to average net assets would be 3.60% and 5.15%, respectively, without the voluntary management and incentive fee waivers.

 

28


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

Information about our senior securities is shown in the following table as of each year ended December 31 since the Company commenced operations, unless otherwise noted. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.

 

Class and Year

  Total Amount
Outstanding(1)
    Asset
Coverage
Per Unit(2)
    Involuntary
Liquidating
Preference
Per Unit(3)
    Average
Market Value
Per Unit(4)
 

Revolving Credit Facility

       

Fiscal 2017 (through September 30, 2017)

  $ 91,000     $ 3,961     $ —         N/A  

Fiscal 2016

    98,300       3,738       —         N/A  

Fiscal 2015

    116,200       2,621       —         N/A  

Fiscal 2014

    143,200       2,421       —         N/A  

Fiscal 2013

    61,400       4,388       —         N/A  

Fiscal 2012

    39,100       5,453       —         N/A  

Fiscal 2011

    8,600       21,051       —         N/A  

 

(1) Total amount of each class of senior securities outstanding at the end of the period presented.
(2) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the Asset Coverage Per Unit. In order to determine the specific Asset Coverage Per Unit for each class of debt, the total Asset Coverage Per Unit was divided based on the amount outstanding at the end of the period for each. As of September 30, 2017, asset coverage was 396.1%.
(3) The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.
(4) Not applicable, we do not have senior securities that are registered for public trading.

Note 9. Gemino Healthcare Finance, LLC

We acquired Gemino Healthcare Finance, LLC (d/b/a Gemino Senior Secured Healthcare Finance) (“Gemino”) on September 30, 2013. Gemino is a commercial finance company that originates, underwrites, and manages primarily secured, asset-based loans for small and mid-sized companies operating in the healthcare industry. Our initial investment in Gemino was $32,839. The management team of Gemino co-invested in the transaction and continues to lead Gemino.

Concurrent with the closing of the transaction, Gemino entered into a new, four-year, non-recourse, $100,000 credit facility with non-affiliates, which was expandable to $150,000 under its accordion feature. Effective March 31, 2014, the credit facility was expanded to $105,000 and again on June 27, 2014 to $110,000. On May 27, 2016, Gemino entered into a new $125,000 credit facility which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $200,000 and has a maturity date of May 27, 2020.

On December 31, 2013, we contributed our 32,839 units in Gemino to Gemino Senior Secured Healthcare LLC (“Gemino Senior Secured Healthcare”). In exchange for this contribution, we received 19,839 units of equity interests and $13,000 in floating rate secured notes of Gemino Senior Secured Healthcare bearing interest at LIBOR plus 7.50%, maturing on December 31, 2018. However, our financial statements, including our schedule of investments, reflected our investments in Gemino Senior Secured Healthcare on a consolidated basis.

 

29


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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

On October 28, 2016, Gemino Senior Secured Healthcare was dissolved. As of September 30, 2017, Gemino’s management team and Solar Senior own approximately 7% and 93% of the equity in Gemino, respectively.

Gemino currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of September 30, 2017, the portfolio totaled approximately $190,153 of commitments, of which $106,455 were funded, on total assets of $112,131. As of December 31, 2016, the portfolio totaled approximately $186,360 of commitments, of which $114,386 were funded, on total assets of $118,490. At September 30, 2017, the portfolio consisted of 32 issuers with an average balance of approximately $3,327 versus 35 issuers with an average balance of approximately $3,268 at December 31, 2016. All of the commitments in Gemino’s portfolio are floating-rate, senior-secured, cash-pay loans. Gemino’s credit facility, which is non-recourse to us, had approximately $77,000 and $83,000 of borrowings outstanding at September 30, 2017 and December 31, 2016, respectively. For the three months ended September 30, 2017 and 2016, Gemino had net income of $1,139 and $1,027, respectively, on gross income of $3,111 and $3,207, respectively. For the nine months ended September 30, 2017 and 2016, Gemino had net income of $2,562 and $3,415, respectively, on gross income of $8,723 and $10,340, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. The latest audited financial statements for Gemino were attached to our most recent Form 10-K filing with the SEC.

Note 10. Commitments and Contingencies

The Company had unfunded debt and equity commitments to delayed draw and revolving loans, as well as to Gemino. The total amount of these unfunded commitments as of September 30, 2017 and December 31, 2016 is $16,232 and $13,073, respectively, comprised of the following:

 

    September 30,
2017
    December 31,
2016
 

Gemino Healthcare Finance, LLC

  $ 5,000     $ 5,000  

PetVet Care Centers, LLC

    2,670       —    

MRI Software LLC

    2,361       —    

Engineering Solutions & Products, LLC

    1,736       1,736  

Alera Group Intermediate Holdings, Inc

    1,312       3,860  

MHE Intermediate Holdings, LLC

    983       —    

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

    881       —    

Ministry Brands, LLC

    809       1,507  

VT Buyer Acquisition Corp. (Veritext)

    340       486  

TwentyEighty, Inc

    140       —    

CIBT Holdings, Inc

    —         484  
 

 

 

   

 

 

 

Total Commitments*

  $ 16,232     $ 13,073  
 

 

 

   

 

 

 

 

* The Company controls the funding of the Gemino Healthcare Finance, LLC commitment and may cancel it at its discretion.

As of September 30, 2017 and December 31, 2016, the Company had sufficient cash available and/or liquid securities available to fund its commitments as well as the commitments to FLLP disclosed in Note 11 and Solar Life Science Program LLC (“LSJV”) disclosed in Note 12.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

Note 11. First Lien Loan Program LLC

On September 10, 2014, the Company entered into a limited liability company agreement to create FLLP with Voya Investment Management LLC (“Voya”). Voya acts as the investment advisor for several wholly-owned insurance subsidiaries of Voya Financial, Inc. (NYSE: VOYA). The joint venture vehicle, structured as an unconsolidated Delaware limited liability company, is expected to invest primarily in senior secured floating rate term loans to middle market companies predominantly owned by private equity sponsors or entrepreneurs. Solar Senior and Voya have committed to provide $50,750 and $7,250, respectively, of capital to the joint venture. All portfolio decisions and generally all other decisions in respect of the FLLP must be approved by an investment committee of the FLLP consisting of representatives of the Company and Voya (with approval from a representative of each required). On February 13, 2015, FLLP commenced operations. On February 13, 2015, FLLP as transferor and FLLP 2015-1, LLC, a newly formed wholly owned subsidiary of FLLP, as borrower entered into a $75,000 senior secured revolving credit facility (the “FLLP Facility”) with Wells Fargo Securities, LLC acting as administrative agent. Solar Senior Capital Ltd. acts as servicer under the FLLP Facility. The FLLP Facility was scheduled to mature on February 13, 2020. 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. On August 15, 2016, the FLLP Facility was amended, expanding commitments to $100,000 and extending the maturity date to August 16, 2021. There were $79,858 and $75,941 of borrowings outstanding as of September 30, 2017 and Dec, 31 2016, respectively. As of September 30, 2017 and December 31, 2016, Solar Senior and Voya contributed combined equity capital in the amount of $45,211 and $47,071, respectively. Of the $45,211 of contributed equity capital at September 30, 2017, the Company contributed $29,584 in the form of investments and $9,976 in the form of cash and Voya contributed $5,651 in the form of cash. As of September 30, 2017, Solar Senior and Voya’s remaining commitments totaled $11,190 and $1,599, respectively. The Company, along with Voya, controls the funding of FLLP and FLLP may not call the unfunded commitments without approval of both the Company and Voya.

As of September 30, 2017 and December 31, 2016, FLLP had total assets of $125,991 and $122,225, respectively. For the same periods, FLLP’s portfolio consisted of first lien floating rate senior secured loans to 25 and 25 different borrowers, respectively. For the three months ended September 30, 2017, FLLP invested $7,186 across 7 portfolio companies. For the three months ended September 30, 2016, FLLP invested $15,840 across 3 portfolio companies. Investments prepaid totaled $4,672 for the three months ended September 30, 2017 and $495 for the three months ended September 30, 2016. At September 30, 2017 and December 31, 2016, the weighted average yield of FLLP’s portfolio was 6.9% and 6.6%, respectively, measured at fair value and 6.9% and 6.5%, respectively, measured at cost. The latest audited financial statements for FLLP were attached to our most recent Form 10-K filing with the SEC.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

FLLP Portfolio as of September 30, 2017

 

Description

  Industry     Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

1A Smart Start LLC

   
Electronic Equipment,
Instruments & Components
 
 
    L+475       1.00     6.08     2/21/22     $ 7,860     $ 7,804     $ 7,860  

Alera Group Intermediate Holdings, Inc.(4)

    Insurance       L+550       1.00     6.74     12/30/22       3,661       3,628       3,652  

Anesthesia Consulting & Management, LP(4)

   
Health Care Providers &
Services
 
 
    L+525       1.00     6.58     10/31/22       4,963       4,920       4,615  

Capstone Logistics Acquisition, Inc.(4)

    Professional Services       L+450       1.00     5.74     10/7/21       5,284       5,250       5,244  

Confie Seguros Holding II Co.(4)

    Insurance       L+550       1.00     6.74     4/19/22       5,459       5,412       5,389  

DB Datacenter Holdings, Inc.(4)

    IT Services       L+475       1.00     8.00     7/13/21       5,500       5,458       5,500  

Edgewood Partners Holdings, LLC (Epic)

    Insurance       L+475       1.00     5.98     9/8/24       3,467       3,449       3,449  

Empower Payments Acquisition, Inc. (RevSpring)(4)

    Professional Services       L+550       1.00     6.83     11/30/23       4,590       4,507       4,590  

Falmouth Group Holdings Corp. (AMPAC)(4)

    Chemicals       L+675       1.00     7.99     12/14/21       5,110       5,110       5,110  

Island Medical Management Holdings, LLC(4)

   
Health Care Providers &
Services
 
 
    L+550       1.00     6.83     9/1/22       4,581       4,538       4,535  

Kellermeyer Bergensons Services, LLC (KBS)(4)

   
Commercial Services &
Supplies
 
 
    L+500       1.00     6.32     10/29/21       4,426       4,391       4,382  

Metamorph US 3, LLC (Metalogix)(4)

    Software       L+750 (5)      1.00     8.74     12/1/20       3,987       3,929       2,871  

Ministry Brands, LLC(4)

    Software       L+500       1.00     6.24     12/2/22       4,639       4,598       4,604  

National Spine and Pain Centers, LLC

   
Health Care Providers &
Services
 
 
    L+450       1.00     5.83     6/2/24       2,993       2,978       2,978  

Pet Holdings ULC & Pet Supermarket, Inc.

    Specialty Retail       L+550       1.00     6.80     7/5/22       5,123       5,059       5,085  

PSP Group, LLC (Pet Supplies Plus)(4)

    Specialty Retail       L+475       1.00     6.09     4/6/21       5,312       5,281       5,312  

QBS Holding Company, Inc. (Quorum)(4)

    Software       L+475       1.00     6.06     8/7/21       3,263       3,242       3,230  

Salient Partners, L.P.(4)

    Asset Management       L+850       1.00     9.80     6/9/21       4,874       4,809       4,874  

Sarnova HC, LLC

   
Trading Companies and
Distributors
 
 
    L+475       1.00     5.99     1/28/22       4,925       4,888       4,925  

Suburban Broadband, LLC (Jab Wireless, Inc.) (4)

   

Wireless
Telecommunication
Services
 
 
 
    L+450       1.00     5.83     3/26/19       8,106       8,034       8,025  

Telular Corporation

   

Wireless
Telecommunication
Services
 
 
 
    L+425       1.25     5.58     6/24/19       5,830       5,814       5,801  

The Hilb Group, LLC & Gencorp Insurance Group, Inc.(4)

    Insurance       L+475       1.00     6.08     6/24/21       3,983       3,925       3,954  

Tronair Parent Inc.

    Aerospace & Defense       L+475       1.00     6.06     9/8/23       4,950       4,906       4,925  

VT Buyer Acquisition Corp. (Veritext)(4)

    Professional Services       L+475       1.00     6.08     1/29/22       5,542       5,514       5,514  

Wirb-Copernicus Group, Inc.(4)

    Professional Services       L+500       1.00     6.33     8/12/22       5,943       5,895       5,943  
             

 

 

   

 

 

 
              $ 123,339     $ 122,367  
             

 

 

   

 

 

 

 

32


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

(1) Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor.
(2) Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) index rate or the prime index rate (PRIME or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of September 30, 2017.
(3) Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.
(4) The Company also holds this security on its Consolidated Statements of Assets and Liabilities.
(5) Spread is 5.50% Cash / 2.0% PIK.

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

FLLP Portfolio as of December 31, 2016 (audited)

 

Description

  Industry     Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

1A Smart Start LLC

   
Electronic Equipment,
Instruments & Components
 
 
    L+475       1.00     5.75     2/21/22     $ 7,920     $ 7,855     $ 7,920  

Alera Group Intermediate Holdings, Inc.(4)

    Insurance       L+550       1.00     6.50     12/30/22       3,456       3,422       3,422  

Anesthesia Consulting & Management, LP(4)

   
Health Care Providers &
Services
 
 
    L+500       1.00     6.00     10/31/22       5,000       4,951       4,950  

Capstone Logistics Acquisition, Inc.(4)

    Professional Services       L+450       1.00     5.50     10/7/21       5,361       5,320       5,308  

CIBT Holdings, Inc.(4)

    Professional Services       L+525       1.00     6.25     6/28/22       2,620       2,596       2,594  

Confie Seguros Holding II Co.(4)

    Insurance       L+475       1.00     5.75     4/19/22       5,500       5,447       5,537  

DB Datacenter Holdings, Inc.(4)

    IT Services       L+475       1.00     5.75     7/13/21       5,500       5,450       5,417  

Empower Payments Acquisition, Inc. (RevSpring)(4)

    Professional Services       L+550       1.00     6.50     11/30/23       4,625       4,533       4,532  

Falmouth Group Holdings Corp. (AMPAC)(4)

    Chemicals       L+675       1.00     7.75     12/14/21       5,486       5,486       5,486  

Kellermeyer Bergensons Services, LLC (KBS)(4)

   
Commercial Services &
Supplies
 
 
    L+500       1.00     6.00     10/29/21       2,438       2,419       2,389  

MedRisk, LLC

   
Health Care Providers &
Services
 
 
    L+525       1.00     6.25     3/1/23       3,970       3,934       3,970  

Metamorph US 3, LLC (Metalogix)(4)

    Software       L+650       1.00     7.50     12/1/20       4,000       3,928       2,860  

Ministry Brands, LLC(4)

    Software       L+500       1.00     6.00     12/2/22       2,746       2,719       2,719  

Pearl Merger Sub, LLC (PetVet)(4)

    Health Care Facilities       L+475       1.00     5.75     12/17/20       5,390       5,313       5,329  

Pet Holdings ULC & Pet Supermarket, Inc.

    Specialty Retail       L+550       1.00     6.50     7/5/22       4,538       4,474       4,481  

PSP Group, LLC (Pet Supplies Plus)(4)

    Specialty Retail       L+475       1.00     5.75     4/6/21       5,353       5,315       5,327  

QBS Holding Company, Inc. (Quorum)(4)

    Software       L+475       1.00     5.75     8/7/21       3,430       3,404       3,293  

Salient Partners, L.P.(4)

    Asset Management       L+850       1.00     9.50     6/9/21       5,154       5,073       5,025  

Sarnova HC, LLC

   
Trading Companies and
Distributors
 
 
    L+475       1.00     5.75     1/28/22       4,963       4,919       4,962  

Suburban Broadband, LLC (Jab Wireless, Inc.) (4)

   

Wireless
Telecommunication
Services
 
 
 
    L+450       1.00     5.50     3/26/19       8,168       8,060       8,086  

Telular Corporation

   

Wireless
Telecommunication
Services
 
 
 
    L+425       1.25     5.50     6/24/19       5,063       5,047       5,051  

The Hilb Group, LLC & Gencorp Insurance Group, Inc.(4)

    Insurance       L+500       1.00     6.00     6/24/21       3,814       3,747       3,776  

Tronair Parent Inc.

    Aerospace & Defense       L+475       1.00     5.75     9/8/23       4,988       4,939       4,963  

VT Buyer Acquisition Corp. (Veritext)(4)

    Professional Services       L+500       1.00     6.00     1/29/22       4,481       4,443       4,459  

Wirb-Copernicus Group, Inc.

    Professional Services       L+500       1.00     6.00     8/12/22       5,486       5,434       5,431  
             

 

 

   

 

 

 
              $ 118,228     $ 117,287  
             

 

 

   

 

 

 

 

34


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

(1) Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor.
(2) Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) index rate or the prime index rate (PRIME or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2016.
(3) Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.
(4) The Company also holds this security on its Consolidated Statements of Assets and Liabilities.

Below is certain summarized financial information for FLLP as of September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016:

 

     September 30,
2017
     December 31,
2016 (audited)
 

Selected Balance Sheet Information for FLLP:

     

Investments at fair value (cost $123,339 and $118,228, respectively)

   $ 122,367      $ 117,287  

Cash and other assets.

     3,624        4,938  
  

 

 

    

 

 

 

Total assets

   $ 125,991      $ 122,225  
  

 

 

    

 

 

 

Debt outstanding

   $ 79,858      $ 75,941  

Distributions payable

     1,123        981  

Payable for investments purchased

     980        —    

Interest payable and other credit facility related expenses

     804        708  

Accrued expenses and other payables

     178        241  
  

 

 

    

 

 

 

Total liabilities

   $ 82,943      $ 77,871  
  

 

 

    

 

 

 

Members’ equity

   $ 43,048      $ 44,354  
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 125,991      $ 122,225  
  

 

 

    

 

 

 

 

     Three months
ended
September 30,
2017
     Three months
ended
September 30,
2016
    Nine months
ended
September 30,
2017
    Nine months
ended
September 30,
2016
 

Selected Income Statement Information for FLLP:

         

Interest income

   $ 2,160      $ 1,622     $ 6,260     $ 4,505  
  

 

 

    

 

 

   

 

 

   

 

 

 

Service fees*

   $ 20      $ 17     $ 59     $ 47  

Interest and other credit facility expenses

     786        1,412 **      2,229       2,385 ** 

Other general and administrative expenses

     49        46       89       132  
  

 

 

    

 

 

   

 

 

   

 

 

 

Total expenses

     855        1,475       2,377       2,564  
  

 

 

    

 

 

   

 

 

   

 

 

 

Net investment income

   $ 1,305      $ 147     $ 3,883     $ 1,941  
  

 

 

    

 

 

   

 

 

   

 

 

 

Realized gain on investments

     —          —         69       —    

Net change in unrealized gain (loss) on investments

     486        (73     (30     302  
  

 

 

    

 

 

   

 

 

   

 

 

 

Net realized and unrealized gain (loss) on investments

     486        (73     39       302  
  

 

 

    

 

 

   

 

 

   

 

 

 

Net income

   $ 1,791      $ 74     $ 3,922     $ 2,243  
  

 

 

    

 

 

   

 

 

   

 

 

 

 

35


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2017

(in thousands, except share amounts)

 

* Service fees are included within the Company’s Consolidated Statements of Operations as other income.
** FLLP made an irrevocable election to apply the fair value option of accounting to the FLLP Facility, in accordance with ASC 825-10. As such, all expenses related to the amendment of the FLLP Facility were expensed during the periods shown. For the three and nine months ended September 30, 2016, these amounts totaled $822 and $822, respectively.

Note 12. Solar Life Science Program LLC

On February 22, 2017, the Company and Solar Capital Ltd. formed LSJV with an affiliate of Deerfield Management. The Company committed $75,000 to LSJV. As of September 30, 2017, LSJV has not commenced operations.

Note 13. Capital Share Transactions

As of September 30, 2017 and December 31, 2016, 200,000,000 shares of $0.01 par value capital stock were authorized.

Transactions in capital stock were as follows:

 

     Shares      Amount  
     Nine months
ended
September 30,
2017
     Year ended
December 31,
2016
     Nine months
ended
September 30,
2017
     Year ended
December 31,
2016
 

Shares sold (less offering costs)

     —          4,490,152      $ —        $ 74,879  

Shares issued in reinvestment of distributions

     8,722        1,544        151        26  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase

     8,722        4,491,696      $ 151      $ 74,905  
  

 

 

    

 

 

    

 

 

    

 

 

 

Note 14. 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.

On October 5, 2017, the Board declared a monthly distribution of $0.1175 per share payable on November 1, 2017 to holders of record as of October 19, 2017.

On October 24, 2017, the Company announced that it acquired 100% of the equity interests of North Mill Capital LLC (“North Mill”). North Mill is a leading asset-based lending commercial finance company that provides senior secured asset-backed financings to U.S. based small-to-medium-sized businesses primarily in the manufacturing, services, and distribution industries. The Company invested approximately $51,000 to effect the transaction.

On November 2, 2017, the Board declared a monthly distribution of $0.1175 per share payable on December 1, 2017 to holders of record as of November 22, 2017.

 

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Solar Senior Capital Ltd.:

We have reviewed the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Solar Senior Capital Ltd. (the “Company”) as of September 30, 2017, the related consolidated statements of operations for the three-month and nine-month periods ended September 30, 2017 and 2016, the related consolidated statement of changes in net assets for the nine-month period ended September 30, 2017, and the related consolidated statements of cash flows for the nine-month periods ended September 30, 2017 and 2016. These consolidated interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Solar Senior Capital Ltd., as of December 31, 2016 and the related consolidated statement of operations, changes in net assets, and cash flows for the year ended December 31, 2016, and in our report dated February 22, 2017, we expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

New York, New York

November 2, 2017

 

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

The information contained in this section should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

 

    our future operating results;

 

    our business prospects and the prospects of our portfolio companies;

 

    the impact of investments that we expect to make;

 

    our contractual arrangements and relationships with third parties;

 

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

 

    the ability of our portfolio companies to achieve their objectives;

 

    our expected financings and investments;

 

    the adequacy of our cash resources and working capital; and

 

    the timing of cash flows, if any, from the operations of our portfolio companies.

We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.

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

Overview

Solar Senior Capital Ltd. (“Solar Senior”, the “Company”, “we” or “our”), a Maryland corporation formed in December 2010, is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. In addition, for tax purposes, the Company has elected to be regulated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

On February 24, 2011, we priced our initial public offering, selling 9.0 million shares, including the underwriters’ over-allotment, raising approximately $168 million in net proceeds. Concurrent with this offering, Solar Senior Capital Investors LLC, an entity controlled by Michael S. Gross, our Chairman and Chief Executive Officer, and Bruce Spohler, our Chief Operating Officer, purchased an additional 500,000 shares through a concurrent private placement, raising another $10 million.

 

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On August 26, 2011, we established a $200 million senior secured revolving credit facility (the “Credit Facility”) with Citigroup Global Markets Inc. acting as administrative agent. In connection with the Credit Facility, our wholly-owned subsidiary, SUNS SPV LLC (the “SPV”) was formed. The Credit Facility, as amended, currently has an aggregate of $200 million of commitments available. It can also be expanded up to $600 million. The stated interest rate on the Credit Facility is LIBOR plus 2.00% with no LIBOR floor requirement and the current final maturity date is June 30, 2020. The Credit Facility is secured by all of the assets held by the SPV. Under the terms of the Credit Facility, Solar Senior Capital and the SPV, 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 Credit Facility also includes usual and customary events of default for credit facilities of this nature. The Credit Facility was amended on November 7, 2012, June 30, 2014 and May 29, 2015 to extend maturities and add greater investment flexibility, among other changes.

We invest primarily in privately held U.S. middle-market companies, where we believe the supply of primary capital is limited and the investment opportunities are most attractive. We define “middle market” to refer to companies with annual revenues between $50 million and $1 billion. Our investment objective is to seek to maximize current income consistent with the preservation of capital. We seek to achieve our investment objective by directly and indirectly investing in senior loans, including first lien, unitranche, and second lien debt instruments, made to private middle-market companies whose debt is rated below investment grade, which we refer to collectively as “senior loans.” We may also invest in debt of public companies that are thinly traded or in equity securities. Under normal market conditions, at least 80% of the value of our net assets (including the amount of any borrowings for investment purposes) will be invested in senior loans. Senior loans typically pay interest at rates which are determined periodically on the basis of a floating base lending rate, primarily LIBOR, plus a premium. Senior loans in which we invest are typically made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions. Senior loans typically are rated below investment grade. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” or “junk” securities, and may be considered “high risk” compared to debt instruments that are rated investment grade. In addition, some of our debt investments are not scheduled to fully amortize over their stated terms, which could cause us to suffer losses if the respective issuer of such debt investment is unable to refinance or repay their remaining indebtedness at maturity. While the Company does not typically seek to invest in traditional equity securities as part of its investment objective, the Company may occasionally acquire some equity securities in connection with senior loan investments and in certain other unique circumstances, such as the Company’s equity investments in Gemino Healthcare Finance, LLC (“Gemino”) and First Lien Loan Program (“FLLP”).

We invest in senior loans made primarily to private, leveraged middle-market companies with approximately $20 million to $100 million of earnings before income taxes, depreciation and amortization (“EBITDA”). Our business model is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. Our direct investments in individual securities will generally range between $5 million and $30 million each, although we expect that this investment size will vary proportionately with the size of our capital base and/or strategic initiatives. In addition, we may invest a portion of our portfolio in other types of investments, which we refer to as opportunistic investments, which are not our primary focus but are intended to enhance our overall returns. These opportunistic investments may include, but are not limited to, direct investments in public companies that are not thinly traded and securities of leveraged companies located in select countries outside of the United States. We may invest up to 30% of our total assets in such opportunistic investments, including loans issued by non-U.S. issuers, subject to compliance with our regulatory obligations as a BDC under the 1940 Act. Our investment activities are managed by Solar Capital Partners, LLC (“Solar Capital Partners” or “Investment Adviser”) and supervised by our board of directors, a majority of whom are non-interested, as such term is defined in the 1940 Act. Solar Capital Management, LLC (“Solar Capital Management” or “Administrator”) provides the administrative services necessary for us to operate.

 

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As of September 30, 2017, the Investment Adviser has directly invested approximately $6.6 billion in more than 310 different portfolio companies since 2006. Over the same period, the Investment Adviser completed transactions with more than 185 different financial sponsors.

Recent Developments

On October 5, 2017, the Board declared a monthly distribution of $0.1175 per share payable on November 1, 2017 to holders of record as of October 19, 2017.

On October 24, 2017, the Company announced that it acquired 100% of the equity interests of North Mill Capital LLC (“North Mill”). North Mill is a leading asset-based lending commercial finance company that provides senior secured asset-backed financings to U.S. based small-to-medium-sized businesses primarily in the manufacturing, services, and distribution industries. The Company invested approximately $51 million to effect the transaction.

On November 2, 2017, the Board declared a monthly distribution of $0.1175 per share payable on December 1, 2017 to holders of record as of November 22, 2017.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” The definition of “eligible portfolio company” includes certain public companies that do not have any securities listed on a national securities exchange and companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

Revenue

We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment securities that we may sell. Our debt investments generally have a stated term of three to seven years and typically bear interest at a floating rate usually determined on the basis of a benchmark London interbank offered rate (“LIBOR”), commercial paper rate, or the prime rate. Interest on our debt investments is generally payable quarterly but may be monthly or semi-annually. In addition, our investments may provide payment-in-kind (“PIK”) interest. Such amounts of accrued PIK interest are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.

Expenses

All investment professionals of the investment adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Solar Capital Partners. We bear all other costs and expenses of our operations and transactions, including (without limitation):

 

    the cost of our organization and public offerings;

 

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

 

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    the cost of effecting sales and repurchases of our shares and other securities;

 

    interest payable on debt, if any, to finance our investments;

 

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

 

    transfer agent and custodial fees;

 

    fees and expenses associated with marketing efforts;

 

    federal and state registration fees, any stock exchange listing fees;

 

    federal, state and local taxes;

 

    independent directors’ fees and expenses;

 

    brokerage commissions;

 

    fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;

 

    direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

 

    fees and expenses associated with independent audits and outside legal costs;

 

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

 

    all other expenses incurred by either Solar Capital Management or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion of overhead and other expenses incurred by Solar Capital Management 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 costs of compensation and related expenses of our chief compliance officer and our chief financial officer and any administrative support staff.

We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, interest rate benchmarks, and offerings of our securities relative to comparative periods, among other factors.

Portfolio and Investment Activity

During the three months ended September 30, 2017, we invested $18.2 million across 8 portfolio companies. This compares to investing $21.4 million in 4 portfolio companies for the three months ended September 30, 2016. Investments sold or prepaid during the three months ended September 30, 2017 totaled $26.5 million versus $20.5 million for the three months ended September 30, 2016.

At September 30, 2017, our portfolio consisted of 46 portfolio companies and was invested 80.2% in senior secured loans and 19.8% in common equity/equity interests/warrants (of which 9.6% is Gemino Healthcare Finance, LLC and 10.2% is First Lien Loan Program LLC) measured at fair value versus 49 portfolio companies invested 80.3% in senior secured loans and 19.7% in common equity/equity interests (of which 10.7% is Gemino Healthcare Finance, LLC and 8.9% is First Lien Loan Program LLC) at September 30, 2016.

 

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At September 30, 2017, 96.8% or $356.1 million of our income producing investment portfolio* was floating rate and 3.2% or $11.8 million was fixed rate, measured at fair value. At September 30, 2016, 96.3% or $315.6 million of our income producing investment portfolio* was floating rate and 3.7% or $12.2 million was fixed rate, measured at fair value.

Since the initial public offering of Solar Senior on February 24, 2011 and through September 30, 2017, invested capital totaled approximately $1.2 billion in more than 120 portfolio companies. Over the same period, Solar Senior completed transactions with more than 75 different financial sponsors.

Gemino Healthcare Finance, LLC

We acquired Gemino Healthcare Finance, LLC (d/b/a Gemino Senior Secured Healthcare Finance) (“Gemino”) on September 30, 2013. Gemino is a commercial finance company that originates, underwrites, and manages primarily secured, asset-based loans for small and mid-sized companies operating in the healthcare industry. Our initial investment in Gemino was $32.8 million. The management team of Gemino co-invested in the transaction and continues to lead Gemino.

Concurrent with the closing of the transaction, Gemino entered into a new, four-year, non-recourse, $100.0 million credit facility with non-affiliates, which was expandable to $150.0 million under its accordion feature. Effective March 31, 2014, the credit facility was expanded to $105.0 million and again on June 27, 2014 to $110.0 million. On May 27, 2016, Gemino entered into a new $125.0 million credit facility which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $200.0 million and has a maturity date of May 27, 2020.

On December 31, 2013, we contributed our 32,839 units in Gemino to Gemino Senior Secured Healthcare LLC (“Gemino Senior Secured Healthcare”). In exchange for this contribution, we received 19,839 units of equity interests and $13.0 million in floating rate secured notes of Gemino Senior Secured Healthcare bearing interest at LIBOR plus 7.50%, maturing on December 31, 2018. However, our financial statements, including our schedule of investments, reflected our investments in Gemino Senior Secured Healthcare on a consolidated basis. On October 28, 2016, Gemino Senior Secured Healthcare was dissolved. As of September 30, 2017, Gemino’s management team and Solar Senior own approximately 7% and 93% of the equity in Gemino, respectively.

Gemino currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of September 30, 2017, the portfolio totaled approximately $190.2 million of commitments, of which $106.5 million were funded, on total assets of $112.1 million. As of December 31, 2016, the portfolio totaled approximately $186.4 million of commitments, of which $114.4 million were funded, on total assets of $118.5 million. At September 30, 2017, the portfolio consisted of 32 issuers with an average balance of approximately $3.3 million versus 35 issuers with an average balance of approximately $3.3 million at December 31, 2016. All of the commitments in Gemino’s portfolio are floating-rate, senior-secured, cash-pay loans. Gemino’s credit facility, which is non-recourse to us, had approximately $77.0 million and $83.0 million of borrowings outstanding at September 30, 2017 and December 31, 2016, respectively. For the three months ended September 30, 2017 and 2016, Gemino had net income of $1.1 million and $1.0 million, respectively, on gross income of $3.1 million and $3.2 million, respectively. For the nine months ended September 30, 2017 and 2016, Gemino had net income of $2.6 million and $3.4 million, respectively, on gross income of $8.7 million and $10.3 million, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in Gemino’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that Gemino will be able to maintain consistent dividend payments to us.

 

*  We have included First Lien Loan Program LLC and Gemino Healthcare Finance, LLC as 100% floating rate within our income producing investment portfolio.

 

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First Lien Loan Program LLC

On September 10, 2014, the Company entered into a limited liability company agreement to create a First Lien Loan Program (“FLLP”) with Voya Investment Management LLC (“Voya”). Voya acts as the investment advisor for several wholly-owned insurance subsidiaries of Voya Financial, Inc. (NYSE: VOYA). The joint venture vehicle, structured as an unconsolidated Delaware limited liability company, is expected to invest primarily in senior secured floating rate term loans to middle market companies predominantly owned by private equity sponsors or entrepreneurs. Solar Senior and Voya have committed to provide $50.75 million and $7.25 million, respectively, of capital to the joint venture. All portfolio decisions and generally all other decisions in respect of the FLLP must be approved by an investment committee of the FLLP consisting of representatives of the Company and Voya (with approval from a representative of each required). On February 13, 2015, FLLP commenced operations. On February 13, 2015, FLLP as transferor and FLLP 2015-1, LLC, a newly formed wholly owned subsidiary of FLLP, as borrower entered into a $75.0 million senior secured revolving credit facility (the “FLLP Facility”) with Wells Fargo Securities, LLC acting as administrative agent. Solar Senior Capital Ltd. acts as servicer under the FLLP Facility. The FLLP Facility was scheduled to mature on February 13, 2020. 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. On August 15, 2016, the FLLP Facility was amended, expanding commitments to $100.0 million and extending the maturity date to August 16, 2021. There were $79.9 million and $75.9 million of borrowings outstanding as of September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017 and December 31, 2016, Solar Senior and Voya contributed combined equity capital in the amount of $45.2 million and $47.1 million, respectively. Of the $45.2 million of contributed equity capital at September 30, 2017, the Company contributed $29.6 million in the form of investments and $10.0 million in the form of cash and Voya contributed $5.7 million in the form of cash. As of September 30, 2017, Solar Senior and Voya’s remaining commitments totaled $11.2 million and $1.6 million, respectively. The Company, along with Voya, controls the funding of FLLP and FLLP may not call the unfunded commitments without approval of both the Company and Voya.

As of September 30, 2017 and December 31, 2016, FLLP had total assets of $126.0 million and $122.2 million, respectively. For the same periods, FLLP’s portfolio consisted of first lien floating rate senior secured loans to 25 and 25 different borrowers, respectively. For the three months ended September 30, 2017 and 2016, FLLP invested $7.2 million across 7 portfolio companies and $15.8 million across 3 portfolio companies, respectively. Investments prepaid totaled $4.7 million and $0.5 million, respectively, for the three months ended September 30, 2017 and 2016. At September 30, 2017 and December 31, 2016, the weighted average yield of FLLP’s portfolio was 6.9% and 6.6%, respectively, measured at fair value and 6.9% and 6.5%, respectively, measured at cost.

 

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FLLP Portfolio as of September 30, 2017 (in thousands)

 

Description

  Industry     Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

1A Smart Start LLC

   
Electronic Equipment,
Instruments & Components
 
 
    L+475       1.00     6.08     2/21/22     $ 7,860     $ 7,804     $ 7,860  

Alera Group Intermediate Holdings, Inc.(4)

    Insurance       L+550       1.00     6.74     12/30/22       3,661       3,628       3,652  

Anesthesia Consulting & Management, LP(4)

   
Health Care Providers &
Services
 
 
    L+525       1.00     6.58     10/31/22       4,963       4,920       4,615  

Capstone Logistics Acquisition, Inc.(4)

    Professional Services       L+450       1.00     5.74     10/7/21       5,284       5,250       5,244  

Confie Seguros Holding II Co.(4)

    Insurance       L+550       1.00     6.74     4/19/22       5,459       5,412       5,389  

DB Datacenter Holdings, Inc.(4)

    IT Services       L+475       1.00     8.00     7/13/21       5,500       5,458       5,500  

Edgewood Partners Holdings, LLC (Epic)

    Insurance       L+475       1.00     5.98     9/8/24       3,467       3,449       3,449  

Empower Payments Acquisition, Inc. (RevSpring)(4)

    Professional Services       L+550       1.00     6.83     11/30/23       4,590       4,507       4,590  

Falmouth Group Holdings Corp. (AMPAC)(4)

    Chemicals       L+675       1.00     7.99     12/14/21       5,110       5,110       5,110  

Island Medical Management Holdings, LLC(4)

   
Health Care Providers &
Services
 
 
    L+550       1.00     6.83     9/1/22       4,581       4,538       4,535  

Kellermeyer Bergensons Services, LLC (KBS)(4)

   
Commercial Services &
Supplies
 
 
    L+500       1.00     6.32     10/29/21       4,426       4,391       4,382  

Metamorph US 3, LLC (Metalogix)(4)

    Software       L+750 (5)      1.00     8.74     12/1/20       3,987       3,929       2,871  

Ministry Brands, LLC(4)

    Software       L+500       1.00     6.24     12/2/22       4,639       4,598       4,604  

National Spine and Pain Centers, LLC

   
Health Care Providers &
Services
 
 
    L+450       1.00     5.83     6/2/24       2,993       2,978       2,978  

Pet Holdings ULC & Pet Supermarket, Inc.

    Specialty Retail       L+550       1.00     6.80     7/5/22       5,123       5,059       5,085  

PSP Group, LLC (Pet Supplies Plus)(4)

    Specialty Retail       L+475       1.00     6.09     4/6/21       5,312       5,281       5,312  

QBS Holding Company, Inc. (Quorum)(4)

    Software       L+475       1.00     6.06     8/7/21       3,263       3,242       3,230  

Salient Partners, L.P.(4)

    Asset Management       L+850       1.00     9.80     6/9/21       4,874       4,809       4,874  

Sarnova HC, LLC

   
Trading Companies and
Distributors
 
 
    L+475       1.00     5.99     1/28/22       4,925       4,888       4,925  

Suburban Broadband, LLC (Jab Wireless, Inc.) (4)

   
Wireless
Telecommunication Services
 
 
    L+450       1.00     5.83     3/26/19       8,106       8,034       8,025  

Telular Corporation

   
Wireless
Telecommunication Services
 
 
    L+425       1.25     5.58     6/24/19       5,830       5,814       5,801  

The Hilb Group, LLC & Gencorp Insurance Group, Inc.(4)

    Insurance       L+475       1.00     6.08     6/24/21       3,983       3,925       3,954  

Tronair Parent Inc.

    Aerospace & Defense       L+475       1.00     6.06     9/8/23       4,950       4,906       4,925  

VT Buyer Acquisition Corp. (Veritext)(4)

    Professional Services       L+475       1.00     6.08     1/29/22       5,542       5,514       5,514  

Wirb-Copernicus Group, Inc.(4)

    Professional Services       L+500       1.00     6.33     8/12/22       5,943       5,895       5,943  
             

 

 

   

 

 

 
              $ 123,339     $ 122,367  
             

 

 

   

 

 

 

 

(1) Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor.
(2) Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) index rate or the prime index rate (PRIME or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of September 30, 2017.

 

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(3) Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.
(4) The Company also holds this security on its Consolidated Statements of Assets and Liabilities.
(5) Spread is 5.50% Cash / 2.0% PIK.

FLLP Portfolio as of December 31, 2016 (audited) (in thousands)

 

Description

  Industry     Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

1A Smart Start LLC

   
Electronic Equipment,
Instruments & Components
 
 
    L+475       1.00     5.75     2/21/22     $ 7,920     $ 7,855     $ 7,920  

Alera Group Intermediate Holdings, Inc.(4)

    Insurance       L+550       1.00     6.50     12/30/22       3,456       3,422       3,422  

Anesthesia Consulting & Management, LP(4)

   
Health Care Providers &
Services
 
 
    L+500       1.00     6.00     10/31/22       5,000       4,951       4,950  

Capstone Logistics Acquisition, Inc.(4)

    Professional Services       L+450       1.00     5.50     10/7/21       5,361       5,320       5,308  

CIBT Holdings, Inc.(4)

    Professional Services       L+525       1.00     6.25     6/28/22       2,620       2,596       2,594