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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 March 31, 2018

 

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 May 4, 2018 was 16,040,485.

 

 

 


Table of Contents

SOLAR SENIOR CAPITAL LTD.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2018

TABLE OF CONTENTS

 

     PAGE  

PART I. FINANCIAL INFORMATION

  

Item 1.

 

Financial Statements

  
 

Consolidated Statements of Assets and Liabilities as of March  31, 2018 (unaudited) and December 31, 2017

     3  
 

Consolidated Statements of Operations for the three months ended March  31, 2018 (unaudited) and March 31, 2017 (unaudited)

     4  
 

Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2018 (unaudited) and the year ended December 31, 2017

     5  
 

Consolidated Statements of Cash Flows for the three months ended March  31, 2018 (unaudited) and March 31, 2017 (unaudited)

     6  
 

Consolidated Schedule of Investments as of March 31, 2018 (unaudited)

     7  
 

Consolidated Schedule of Investments as of December 31, 2017

     11  
 

Notes to Consolidated Financial Statements (unaudited)

     15  
  Report of Independent Registered Public Accounting Firm      38  

Item 2.

 

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

     39  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     58  

Item 4.

 

Controls and Procedures

     58  

PART II. OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

     59  

Item 1A.

 

Risk Factors

     59  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     59  

Item 3.

 

Defaults Upon Senior Securities

     59  

Item 4.

 

Mine Safety Disclosures

     59  

Item 5.

 

Other Information

     59  

Item 6.

 

Exhibits

     60  
 

Signatures

     62  

 

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)

 

     March 31, 2018
    (unaudited)    
    December 31,
    2017    
 

Assets

    

Investments at fair value:

    

Companies less than 5% owned (cost: $306,623 and $289,848, respectively)

   $ 299,316     $ 283,983  

Companies 5% to 25% owned (cost: $3,630 and $3,625, respectively)

     2,326       2,213  

Companies more than 25% owned (cost: $120,773 and $121,298, respectively)

     122,564       121,885  

Cash

     3,827       3,726  

Cash equivalents (cost: $109,884 and $104,874, respectively)

     109,884       104,874  

Dividends receivable

     3,015       2,723  

Interest receivable

     1,414       1,732  

Other receivable

     19       20  

Receivable for investments sold

     —         508  

Prepaid expenses and other assets

     197       277  
  

 

 

   

 

 

 

Total assets

   $ 542,562     $ 521,941  
  

 

 

   

 

 

 

Liabilities

    

Payable for investments and cash equivalents purchased

   $ 127,276     $ 122,110  

Credit facility (see notes 6 and 7)

     140,400       124,200  

Distributions payable

     1,885       1,884  

Management fee payable (see note 3)

     1,048       999  

Performance-based incentive fee payable (see note 3)

     310       374  

Interest payable (see note 7)

     464       401  

Administrative services expense payable (see note 3)

     124       944  

Other liabilities and accrued expenses

     1,018       898  
  

 

 

   

 

 

 

Total liabilities

   $ 272,525     $ 251,810  
  

 

 

   

 

 

 

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 16,039,206 and 16,036,730 issued and outstanding, respectively

   $ 160     $ 160  

Paid-in capital in excess of par

     287,884       287,841  

Distributions in excess of net investment income

     (5,336     (5,336

Accumulated net realized loss

     (5,851     (5,844

Net unrealized depreciation

     (6,820     (6,690
  

 

 

   

 

 

 

Total net assets

   $ 270,037     $ 270,131  
  

 

 

   

 

 

 

Net Asset Value Per Share

   $ 16.84     $ 16.84  
  

 

 

   

 

 

 

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  
     March 31, 2018     March 31, 2017  

INVESTMENT INCOME:

    

Interest:

    

Companies less than 5% owned

   $ 5,817     $ 5,256  

Companies 5% to 25% owned

     51       49  

Dividends:

    

Companies more than 25% owned

     3,387       1,924  

Other income:

    

Companies less than 5% owned

     67       247  

Companies more than 25% owned

     19       20  
  

 

 

   

 

 

 

Total investment income

     9,341       7,496  
  

 

 

   

 

 

 

EXPENSES:

    

Management fees (see note 3)

   $ 1,048     $ 948  

Performance-based incentive fees (see note 3)

     618       75  

Interest and other credit facility expenses (see note 7)

     1,586       844  

Administrative services expense (see note 3)

     382       368  

Other general and administrative expenses

     361       476  
  

 

 

   

 

 

 

Total expenses

     3,995       2,711  
  

 

 

   

 

 

 

Management fees waived (see note 3)

     —         (789

Performance-based incentive fees waived (see note 3)

     (308     (75
  

 

 

   

 

 

 

Net expenses

     3,687       1,847  
  

 

 

   

 

 

 

Net investment income

   $ 5,654     $ 5,649  
  

 

 

   

 

 

 

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

    

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

   $ (7   $ 103  

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

    

Companies less than 5% owned

     (1,442     (42

Companies 5% to 25% owned

     108       70  

Companies more than 25% owned

     1,204       131  
  

 

 

   

 

 

 

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

     (130     159  
  

 

 

   

 

 

 

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

     (137     262  
  

 

 

   

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

   $ 5,517     $ 5,911  
  

 

 

   

 

 

 

EARNINGS PER SHARE (see note 5)

   $ 0.34     $ 0.37  
  

 

 

   

 

 

 

 

 

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)

 

     Three months ended
March 31, 2018
(unaudited)
    Year ended
December 31, 2017
 

Increase in net assets resulting from operations:

    

Net investment income

   $ 5,654     $ 22,604  

Net realized gain (loss)

     (7     233  

Net change in unrealized gain (loss)

     (130     549  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     5,517       23,386  
  

 

 

   

 

 

 

Distributions to stockholders:

 

 

From net investment income

     (5,654     (22,604
 

 

 

 

Capital transactions (see note 14):

    

Reinvestment of distributions

     43       204  
  

 

 

   

 

 

 

Net increase in net assets resulting from capital transactions

     43       204  
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     (94     986  

Net assets at beginning of period

     270,131       269,145  
  

 

 

   

 

 

 

Net assets at end of period(1)

   $ 270,037     $ 270,131  
  

 

 

   

 

 

 

Capital share activity (see note 14):

    

Common stock issued from reinvestment of distributions

     2,476       11,719  
  

 

 

   

 

 

 

Net increase from capital share activity

     2,476       11,719  
  

 

 

   

 

 

 

 

(1) Includes overdistributed net investment income of ($5,336) and ($5,336), respectively.

 

 

 

See notes to consolidated financial statements.

 

5


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)

 

     Three months ended  
     March 31, 2018     March 31, 2017  

Cash Flows from Operating Activities:

    

Net increase in net assets resulting from operations

   $ 5,517     $ 5,911  

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

    

Net realized (gain) loss on investments and cash equivalents

     7       (103

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

     130       (159

(Increase) decrease in operating assets:

    

Purchase of investments

     (41,985     (62,819

Proceeds from disposition of investments

     25,821       55,627  

Capitalization of payment-in-kind interest

     (98     (126

Receivable for investments sold

     508       1,433  

Interest receivable

     318       371  

Dividends receivable

     (292     (125

Other receivable

     1       —    

Prepaid expenses and other assets

     80       (144

Increase (decrease) in operating liabilities:

    

Payable for investments and cash equivalents purchased

     5,166       1,719  

Management fee payable

     49       55  

Performance-based incentive fees payable

     (64     —    

Administrative services expense payable

     (820     (406

Interest payable

     63       11  

Other liabilities and accrued expenses

     120       26  
  

 

 

   

 

 

 

Net Cash Provided by (Used in) Operating Activities

     (5,479     1,271  
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Cash distributions paid

     (5,610     (5,603

Proceeds from borrowings

     45,600       29,500  

Repayments of borrowings

     (29,400     (41,000
  

 

 

   

 

 

 

Net Cash Provided by (Used in) Financing Activities

     10,590       (17,103
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     5,111       (15,832

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     108,600       151,828  
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 113,711     $ 135,996  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 1,523     $ 833  
  

 

 

   

 

 

 

Non-cash financing activities consist of the reinvestment of dividends of $43 and $46 for the three months ended March 31, 2018 and March 31, 2017, respectively.

 

See notes to consolidated financial statements.

 

6


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)

March 31, 2018

(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—111.7%

                 

1A Smart Start LLC(2)(14)

 

Electrical Equipment, Instruments &

Components

    L+450       1.00     6.38     12/21/2017       2/21/2022     $ 6,095     $ 6,081     $ 6,095  

Acrisure, LLC(2)

  Insurance     L+425       1.00     5.99     5/3/2017       11/22/2023       7,428       7,412       7,533  

Advantage Sales and Marketing, Inc.(2)

  Professional Services     L+325       1.00     5.02     2/14/2018       7/25/2021       4,987       4,890       4,900  

Advantage Sales and Marketing, Inc.

  Professional Services     L+650       1.00     8.27     2/14/2013       7/25/2022       8,000       7,963       7,706  

Aegis Toxicology Sciences Corporation(14)

  Health Care Providers & Services     L+850       1.00     10.79     2/20/2014       8/24/2021       4,000       3,967       4,000  

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

  Insurance     L+550       1.00     7.16     11/28/2016       12/30/2022       5,363       5,316       5,363  

Alimera Sciences, Inc.(2)(14)

  Pharmaceuticals     L+765       —         9.34     1/5/2018       7/1/2022       5,000       4,964       4,950  

Alteon Health, LLC (fka Island Medical)(2)(14)

  Health Care Providers & Services     L+550       1.00     7.80     3/31/2017       9/1/2022       4,558       4,519       4,284  

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

  Communications Equipment     L+650       1.00     8.29     5/5/2016       12/8/2021       14,728       14,114       14,655  

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

  Health Care Providers & Services     L+625       1.00     8.24     10/20/2016       10/31/2022       4,483       4,448       4,483  

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

  Professional Services     L+450       1.00     6.38     10/3/2014       10/7/2021       8,159       8,114       8,078  

Confie Seguros Holding II Co.(2)(14)

  Insurance     L+525       1.00     7.23     10/13/2016       4/19/2022       9,875       9,799       9,886  

Edgewood Partners Holdings, LLC(2)(14)

  Insurance     L+425       1.00     6.13     3/28/2018       9/8/2024       15,600       15,600       15,600  

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

  Professional Services     L+450       1.00     6.80     11/28/2016       11/30/2023       8,977       8,900       8,977  

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

  Aerospace & Defense     L+600       2.00     8.00     11/5/2013       11/5/2019       2,509       2,263       2,258  

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

  Chemicals     L+675       1.00     8.63     12/15/2016       12/14/2021       8,668       8,668       8,668  

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

  Health Care Providers & Services     —         —         6.90     4/22/2016       10/12/2019       7,633       8,135       8,123  

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

  Consumer Finance     L+750       1.00     9.51     3/31/2017       5/5/2022       12,000       11,801       12,000  

Global Tel*Link Corporation(2)

  Communications Equipment     L+400       1.25     6.30     11/6/2015       5/23/2020       3,354       3,132       3,379  

Global Tel*Link Corporation

  Communications Equipment     L+825       1.25     10.55     5/21/2013       11/23/2020       3,000       2,974       3,007  

Hostway Corporation(2)(14)

  Internet Software & Services     L+575       1.25     7.63     6/27/2014       12/13/2019       7,801       7,789       7,684  

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

  Commercial Services & Supplies     L+500       1.00     6.98     10/31/2014       10/29/2021       4,840       4,813       4,840  

LegalZoom.com, Inc.(2)(14)

  Internet Software & Services     L+450       1.00     6.34     11/17/2017       11/21/2024       4,988       4,940       5,031  

Logix Holding Company, LLC(2)(14)

  Communications Equipment     L+575       1.00     7.60     8/11/2017       12/22/2024       10,772       10,667       10,664  

Lumeris Solutions Company, LLC(2)(14)

  Health Care Technology     L+860       0.25     10.29     3/22/2017       2/1/2020       4,000       4,058       4,060  

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

  Software     L+750 (7)      1.00     9.38     12/1/2014       12/1/2020       8,083       7,797       3,637  

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

  Air Freight & Logistics     L+500       1.00     7.30     3/8/2017       3/10/2024       5,618       5,569       5,505  

Ministry Brands, LLC(2)(14)

  Software     L+500       1.00     6.81     11/21/2016       12/2/2022       10,041       9,963       10,041  

MRI Software LLC(2)(14)

  Software     L+625       1.00     8.02     6/7/2017       6/30/2023       8,291       8,216       8,249  

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

  Insurance     L+450       1.25     6.19     5/21/2014       5/28/2019       3,339       3,330       3,339  

 

See notes to consolidated financial statements.

 

7


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)

March 31, 2018

(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
 

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

  Insurance     L+450       1.25     6.19     5/21/2014       5/28/2019       4,260       4,249       4,260  

On Location Events, LLC & PrimeSport Holdings Inc.(2)(14)

  Media     L+550       1.00     7.57     12/7/2017       9/29/2021       14,760       14,589       14,650  

Polycom, Inc.(2)(14)

  Communications Equipment     L+525       1.00     7.04     9/29/2016       9/27/2023       11,218       10,851       11,330  

PPT Management Holdings, LLC(2)(14)

  Health Care Providers & Services     L+600       1.00     7.70     12/15/2016       12/16/2022       7,900       7,835       7,110  

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

  Specialty Retail     L+475       1.00     6.63     4/2/2015       4/6/2021       480       478       480  

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

  Software     L+475       1.00     6.52     8/1/2014       8/7/2021       6,059       6,027       6,029  

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

  Asset Management     L+850       1.00     10.32     6/10/2015       6/9/2021       3,848       3,802       3,848  

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

  Footwear     L+500       1.00     6.79     11/20/2015       10/27/2022       5,865       5,826       5,718  

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

  Wireless Telecommunication Services     L+650 (15)      1.00     12.25     11/29/2016       3/26/2019       4,962       4,940       4,962  

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

  Insurance     L+475       1.00     7.05     3/16/2016       6/24/2021       4,423       4,368       4,423  

Trident USA Health Services(2)(14)

  Health Care Providers & Services     L+575       1.25     8.05     7/29/2013       7/31/2019       8,668       8,648       7,671  

TwentyEighty, Inc.(14) ††

  Professional Services     L+800 (9)      1.00     10.30     1/31/2017       3/31/2020       911       883       911  

TwentyEighty, Inc.(14) ††

  Professional Services     —         —         8.00 %(10)      1/31/2017       3/31/2020       2,005       1,923       1,984  

TwentyEighty, Inc.(14)††

  Professional Services     —         —         9.00 %(11)      1/31/2017       3/31/2020       1,854       1,781       1,836  

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

  Health Care Providers & Services     L+500       1.00     7.30     12/22/2016       5/15/2021       6,419       6,371       6,355  

VetCor Professional Practices LLC(2)(14)

  Health Care Facilities     L+625       1.00     8.56     3/30/2018       4/20/2021       1,479       1,453       1,464  

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

  Professional Services     L+475       1.00     7.05     2/17/2017       1/29/2022       5,272       5,250       5,272  

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

  Professional Services     L+425       1.00     6.14     3/27/2017       8/15/2022       6,255       6,227       6,224  
               

 

 

   

 

 

 

Total Bank Debt/Senior Secured Loans

 

  $ 305,703     $ 301,522  
   

 

 

   

 

 

 
Common Equity/Equity Interests/Warrants—45.4%                                 Shares/Units              

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       52  

First Lien Loan Program LLC(4)(5)

  Asset Management           2/13/2015         —         36,934       34,514  

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

  Diversified Financial Services           9/30/2013         32,839       32,839       34,950  

NorthMill LLC(4)(5)(14)(16)

  Diversified Financial Services           10/20/2017         100       51,000       53,100  

TwentyEighty Investors, LLC(14)

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

 

 

   

 

 

 

Total Common Equity/Equity Interests/Warrants

 

  $ 125,323     $ 122,684  
               

 

 

   

 

 

 

Total Investments(13)—157.1%

 

  $ 431,026     $ 424,206  
Cash Equivalents—40.7%                                 Par Amount              

U.S. Treasury Bill

  Government           3/29/2018       4/26/2018       110,000     $ 109,884     $ 109,884  
               

 

 

   

 

 

 

Total Investments & Cash Equivalents—197.8%

 

  $ 540,910     $ 534,090  

Liabilities in Excess of Other Assets(97.8%)

 

      (264,053
                 

 

 

 

Net Assets—100.0%

 

    $ 270,037  
     

 

 

 

 

See notes to consolidated financial statements.

 

8


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)

March 31, 2018

(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 March 31, 2018.
(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 $3,673 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 March 31, 2018, on a fair value basis, non-qualifying assets in the portfolio represented 24.9% 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 three months ended March 31, 2018 in these controlled investments are as follows:

 

Name of Issuer

  Fair Value at
December 31,
2017
    Gross
Additions
    Gross
Reductions
    Realized
Gain
(Loss)
    Change in
Unrealized Gain
(Loss)
    Dividend/Other
      Income      
    Fair Value at
March 31,
2018
 

First Lien Loan Program LLC (“FLLP”)

  $ 35,835     $ —       $ 525     $ —       $ (796   $ 1,069     $ 34,514  

Gemino Healthcare Finance, LLC

    35,050       —         —         —         (100     903       34,950  

NorthMill LLC

    51,000       —         —         —         2,100       1,434       53,100  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 121,885     $ —       $ 525     $ —       $ 1,204     $ 3,406     $ 122,564  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(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 three months ended March 31, 2018 in these affiliated investments are as follows:

 

Name of Issuer

  Fair Value at
December 31,
2017
    Gross
Additions
    Gross
Reductions
    Realized
Gain (Loss)
    Change in
Unrealized Gain
(Loss)
    Interest/Dividend
Income
    Fair Value at
March 31,
2018
 

Engineering Solutions & Products, LLC (1st lien)

    —         134       134       —         —         —         —    

Engineering Solutions & Products, LLC (2nd lien)

    2,145       —         —         —         108       51       2,258  

Engineering Solutions & Products, LLC (equity interests)

    68       —         —         —         —         —         68  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 2,213     $ 134     $ 134     $ —       $ 108     $ 51     $ 2,326  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
(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 Corporation, a taxable consolidated subsidiary.
(13) Aggregate net unrealized depreciation for federal income tax purposes is $9,528; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $5,375 and $14,903, respectively, based on a tax cost of $433,734.

 

See notes to consolidated financial statements.

 

9


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)

March 31, 2018

 

(14) Level 3 investment valued using significant unobservable inputs.
(15) Spread is 4.50% Cash / 2.00% PIK.
(16) Our equity investment in NorthMill LLC is partially held through ESP SSC Corporation, a taxable consolidated subsidiary.
* Investment is on non-accrual status.
Non-income producing security.
†† Investment contains a payment-in-kind (“PIK”) feature.

 

Industry Classification

   Percentage of Total
Investments (at
fair value) as of
March 31, 2018
 

Diversified Financial Services (includes Gemino Healthcare Finance, LLC and NorthMill LLC)

     20.8

Insurance

     11.9

Professional Services

     10.8

Communications Equipment

     10.1

Health Care Providers & Services

     9.9

Asset Management (includes FLLP)

     9.0

Software

     6.6

Media

     3.5

Internet Software & Services

     3.0

Consumer Finance

     2.8

Chemicals

     2.0

Electronic Equipment, Instruments & Components

     1.4

Footwear

     1.4

Air Freight & Logistics

     1.3

Wireless Telecommunication Services

     1.2

Pharmaceuticals

     1.2

Commercial Services & Supplies

     1.1

Health Care Technology

     1.0

Aerospace & Defense

     0.6

Health Care Facilities

     0.3

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, 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—105.9%

                 

1A Smart Start LLC(2)(14)

 

Electrical Equipment, Instruments &

Components

  L+450   1.00%   6.19%     12/21/2017       2/21/2022     $ 6,105     $ 6,089     $ 6,089  

Acrisure, LLC(2)

  Insurance   L+425   1.00%   5.65%     5/3/2017       11/22/2023       7,446       7,429       7,531  

Advantage Sales and Marketing, Inc.

  Professional Services   L+650   1.00%   7.88%     2/14/2013       7/25/2022       8,000       7,961       7,520  

Aegis Toxicology Sciences Corporation(14)

  Health Care Providers & Services   L+850   1.00%   10.17%     2/20/2014       8/24/2021       4,000       3,965       3,880  

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

  Insurance   L+550   1.00%   6.85%     11/28/2016       12/30/2022       4,279       4,241       4,257  

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

  Communications Equipment   L+650   1.00%   7.90%     5/5/2016       12/8/2021       14,933       14,269       14,710  

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

  Health Care Providers & Services   L+625   1.00%   7.94%     10/20/2016       10/31/2022       4,530       4,492       4,258  

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

  Professional Services   L+450   1.00%   6.07%     10/3/2014       10/7/2021       8,159       8,111       8,078  

Confie Seguros Holding II Co.(2)(14)

  Insurance   L+525   1.00%   6.73%     10/13/2016       4/19/2022       9,900       9,820       9,909  

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

  Professional Services   L+550   1.00%   7.19%     11/28/2016       11/30/2023       4,579       4,499       4,579  

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

  Aerospace & Defense   L+600   2.00%   8.00%     11/5/2013       11/5/2018       2,258       2,258       2,145  

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

  Chemicals   L+675   1.00%   8.44%     12/15/2016       12/14/2021       8,668       8,668       8,668  

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

  Health Care Providers & Services   —     —     6.90%     4/22/2016       10/12/2019       7,633       8,040       8,039  

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

  Consumer Finance   L+650   1.00%   7.99%     3/31/2017       5/5/2022       9,341       9,173       9,341  

Global Tel*Link Corporation(2)

  Communications Equipment   L+400   1.25%   5.69%     11/6/2015       5/23/2020       3,364       3,118       3,381  

Global Tel*Link Corporation

  Communications Equipment   L+825   1.25%   9.94%     5/21/2013       11/23/2020       3,000       2,972       3,007  

Hostway Corporation(2)(14)

  Internet Software & Services   L+475   1.25%   8.44%     6/27/2014       12/13/2019       8,526       8,511       8,185  

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

  Health Care Providers & Services   L+550   1.00%   7.00%     3/31/2017       9/1/2022       4,570       4,528       4,432  

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

  Commercial Services & Supplies   L+500   1.00%   6.48%     10/31/2014       10/29/2021       4,850       4,821       4,850  

LegalZoom.com, Inc.(2)(14)

  Internet Software & Services   L+450   1.00%   5.94%     11/17/2017       11/21/2024       5,000       4,950       4,950  

Logix Holding Company, LLC(2)(14)

  Communications Equipment   L+575   1.00%   7.28%     8/11/2017       12/22/2024       10,800       10,692       10,692  

Lumeris Solutions Company, LLC(2)(14)

  Health Care Technology   L+860   0.25%   9.98%     3/22/2017       2/1/2020       4,000       4,037       4,040  

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

  Software   L+750(7)   1.00%   9.07%     12/1/2014       12/1/2020       7,953       7,848       5,805  

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

 

Electronic Equipment, Instruments & Components

  L+575   1.00%   7.23%     6/15/2017       8/29/2023       7,940       7,921       7,940  

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

  Air Freight & Logistics   L+500   1.00%   6.69%     3/8/2017       3/10/2024       5,460       5,410       5,405  

Ministry Brands, LLC(2)(14)

  Software   L+500   1.00%   6.38%     11/21/2016       12/2/2022       9,636       9,557       9,636  

MRI Software LLC(2)(14)

  Software   L+625   1.00%   7.83%     6/7/2017       6/30/2023       8,224       8,147       8,183  

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

  Insurance   L+450   1.25%   5.83%     5/21/2014       5/28/2019       3,348       3,337       3,348  

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

  Insurance   L+450   1.25%   5.84%     5/21/2014       5/28/2019       4,271       4,258       4,271  

On Location Events, LLC & PrimeSport Holdings
Inc.(2)(14)

  Media   L+550   1.00%   7.04%     12/7/2017       9/29/2021       15,000       14,815       14,812  

 

See notes to consolidated financial statements.

 

11


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 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
 

PetVet Care Centers, LLC(2)(14)

  Health Care Facilities   L+600   1.00%   7.35%     6/1/2017       6/8/2023       10,332       10,235       10,435  

Polycom, Inc. (2)(14)

  Communications Equipment   L+525   1.00%   6.72%     9/29/2016       9/27/2023       11,811       11,411       11,933  

PPT Management Holdings, LLC(2)(14)

  Health Care Providers & Services   L+600   1.00%   9.50%     12/15/2016       12/16/2022       7,920       7,854       7,603  

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

  Specialty Retail   L+475   1.00%   6.32%     4/2/2015       4/6/2021       482       479       482  

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

  Software   L+475   1.00%   6.13%     8/1/2014       8/7/2021       6,059       6,025       6,014  

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

  Asset Management   L+850   1.00%   9.85%     6/10/2015       6/9/2021       3,932       3,882       3,932  

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

  Footwear   L+500   1.00%   6.42%     11/20/2015       10/27/2022       5,880       5,839       5,762  

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

 

 

Wireless Telecommunication Services

  L+650(15)   1.00%   8.19%     11/29/2016       3/26/2019       4,938       4,911       4,938  

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

  Insurance   L+475   1.00%   6.44%     3/16/2016       6/24/2021       4,436       4,377       4,436  

Trident USA Health Services(2)(14)

  Health Care Providers & Services   L+575   1.25%   7.44%     7/29/2013       7/31/2019       8,693       8,670       7,389  

TwentyEighty, Inc.(14) ††

  Professional Services   L+800(9)   1.00%   9.42%     1/31/2017       3/31/2020       918       887       918  

TwentyEighty, Inc.(14) ††

  Professional Services   —     —     8.00%(10)     1/31/2017       3/31/2020       1,984       1,894       1,865  

TwentyEighty, Inc.(14) ††

  Professional Services   —     —     9.00%(11)     1/31/2017       3/31/2020       1,814       1,733       1,651  

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

  Health Care Providers & Services   L+500   1.00%   6.69%     12/22/2016       5/15/2021       6,435       6,384       6,371  

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

  Professional Services   L+475   1.00%   6.44%     2/17/2017       1/29/2022       5,983       5,957       5,953  

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

  Professional Services   L+500   1.00%   6.69%     3/27/2017       8/15/2022       4,466       4,447       4,466  
               

 

 

   

 

 

 

Total Bank Debt/Senior Secured Loans

 

  $ 288,923     $ 286,089  
               

 

 

   

 

 

 
                                Shares/Units              

Common Equity/Equity Interests/Warrants—45.2%

                 

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       39  

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

  Asset Management           2/13/2015         —         37,459       35,835  

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

  Diversified Financial Services           9/30/2013         32,839       32,839       35,050  

NorthMill LLC(4)(5)(14)(16)

  Diversified Financial Services           10/20/2017         100       51,000       51,000  

TwentyEighty Investors, LLC(14)†.

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

 

 

   

 

 

 

Total Common Equity/Equity Interests/Warrants

 

  $ 125,848     $ 121,992  
               

 

 

   

 

 

 

Total Investments(13)—151.1%

 

  $ 414,771     $ 408,081  
                                Par Amount              

Cash Equivalents—38.8%

                 

U.S. Treasury Bill

  Government           12/28/2017       2/8/2018       105,000     $ 104,874     $ 104,874  
               

 

 

   

 

 

 

Total Investments & Cash Equivalents—189.9%

 

  $ 519,645     $ 512,955  

Liabilities in Excess of Other Assets(89.9%)

 

      (242,824
                 

 

 

 

Net Assets—100.0%

 

    $ 270,131  
                 

 

 

 

 

 

See notes to consolidated financial statements.

 

12


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 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 December 31, 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 $3,673 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, 2017, on a fair value basis, non-qualifying assets in the portfolio represented 25.7% 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, 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
December 31, 2017
 

First Lien Loan Program LLC (“FLLP”)

  $ 38,810     $ 2,835     $ 6,563     $ —       $ 753     $ 4,129     $ 35,835  

Gemino Healthcare Finance, LLC

    35,500       —         —         —         (450     3,694       35,050  

NorthMill LLC

    —         51,000       —         —         —         1,122       51,000  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 74,310     $ 53,835     $ 6,563     $ —       $ 303     $ 8,945     $ 121,885  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(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, 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
December 31, 2017
 

Engineering Solutions & Products, LLC (1st lien)

    —         2,257       2,257       —         —         11       —    

Engineering Solutions & Products, LLC (2nd lien)

    1,757       —         —         —         473       190       2,145  

Engineering Solutions & Products, LLC (equity interests)

    68       —         —         —         —         —         68  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 1,825     $ —       $ —       $ —       $ 473     $ 201     $ 2,213  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(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.

 

See notes to consolidated financial statements.

 

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SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2017

 

 
(12) Our equity investment in Engineering Solutions & Products, LLC is held through ESP SSC Corporation, a taxable consolidated subsidiary.
(13) Aggregate net unrealized depreciation for federal income tax purposes is $9,267; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $3,219 and $12,486, respectively, based on a tax cost of $417,348.
(14) Investment valued using significant unobservable inputs.
(15) Spread is 4.50% Cash / 2.00% PIK.
(16) Our equity investment in NorthMill LLC is partially held through ESP SSC Corporation, a taxable consolidated subsidiary.
Non-income producing security.
†† Investment contains a payment-in-kind (“PIK”) feature.

 

Industry Classification

   Percentage of Total
Investments (at
fair value) as of
December 31, 2017
 

Diversified Financial Services (includes Gemino Healthcare Finance, LLC and NorthMill LLC)

     21.1

Communications Equipment

     10.7

Health Care Providers & Services

     10.3

Asset Management (includes FLLP)

     9.8

Professional Services

     8.6

Insurance

     8.3

Software

     7.3

Media

     3.6

Electronic Equipment, Instruments & Components

     3.4

Internet Software & Services

     3.2

Health Care Facilities

     2.6

Consumer Finance

     2.3

Chemicals

     2.1

Footwear

     1.4

Air Freight & Logistics

     1.3

Wireless Telecommunication Services

     1.2

Commercial Services & Supplies

     1.2

Health Care Technology

     1.0

Aerospace & Defense

     0.5

Specialty Retail

     0.1
  

 

 

 

Total Investments

     100.0
  

 

 

 

See notes to consolidated financial statements.

 

14


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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

March 31, 2018

(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, and intend to qualify annually, 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. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending on December 31, 2018.

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

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(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)

March 31, 2018

(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 three months ended March 31, 2018, 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)

March 31, 2018

(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.

 

  (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)

March 31, 2018

(in thousands, except share amounts)

 

Recent Accounting Pronouncements

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, which amends 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 were effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company has adopted ASU 2016-18 and determined that the adoption has not had a material impact on its consolidated financial statements and disclosures.

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 was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company has adopted ASC 606 and determined that the adoption has not had a material impact on its consolidated financial statements and disclosures.

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

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

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 months ended March 31, 2018 and 2017.

For the three months ended March 31, 2018 and 2017 the Company recognized $1,048 and $948, respectively, in gross base management fees and $618 and $75, respectively, in gross performance-based incentive fees. For the three months ended March 31, 2018 and 2017, $0 and $789, respectively, of such base management fees were waived. For the three months ended March 31, 2018 and 2017, $308 and $75, 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 performance-based 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,

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

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 months ended March 31, 2018 and 2017, there were no fees recaptured by the Investment Adviser. The voluntary fee waivers for the three months ended September 30, 2017, December 31, 2017 and March 31, 2018 were made at the Investment Adviser’s discretion and are subject to recapture by the Investment Adviser and reimbursement by the company under the conditions noted below. 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  

December 31, 2017

    281       —         281       0.33     8.39     September 30, 2019  

March 31, 2018

    308       —         308       0.28     8.37     December 31, 2019  
 

 

 

   

 

 

   

 

 

       

Total

  $ 4,368     $ —       $ 4,368        
 

 

 

   

 

 

   

 

 

       

 

(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.

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 months ended March 31, 2018 and 2017, the Company recognized expenses under the Administration Agreement of $382 and $368, respectively. No managerial assistance fees were accrued or collected for the three months ended March 31, 2018 and 2017.

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

Note 4. Net Asset Value Per Share

At March 31, 2018, the Company’s total net assets and net asset value per share were $270,037 and $16.84, respectively. This compares to total net assets and net asset value per share at December 31, 2017 of $270,131 and $16.84, 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 months ended March 31, 2018 and 2017:

 

     Three months ended March 31,  
     2018      2017  

Earnings per share (basic & diluted)

     

Numerator—net increase in net assets resulting from operations:

   $ 5,517      $ 5,911  

Denominator—weighted average shares:

     16,038,791        16,026,312  

Earnings per share:

   $ 0.34      $ 0.37  

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.

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.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

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 March 31, 2018 and December 31, 2017:

Fair Value Measurements

As of March 31, 2018

 

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

Assets:

              

Bank Debt/Senior Secured Loans

   $ —        $ 26,525      $ 274,997      $ —        $ 301,522  

Common Equity/Equity Interests/Warrants

     —          —          88,170        34,514        122,684  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ —        $ 26,525      $ 363,167      $ 34,514      $ 424,206  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

              

Credit Facility

   $ —        $ —        $ 140,400      $ —        $ 140,400  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

* 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 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.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

Fair Value Measurements

As of December 31, 2017

 

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

Assets:

              

Bank Debt/Senior Secured Loans

   $ —        $ 21,439      $ 264,650      $ —        $ 286,089  

Common Equity/Equity Interests/Warrants

     —          —          86,157        35,835        121,992  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ —        $ 21,439      $ 350,807      $ 35,835      $ 408,081  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

              

Credit Facility

   $ —        $ —        $ 124,200      $ —        $ 124,200  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

* 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 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.

The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the three months ended March 31, 2018, 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 March 31, 2018:

Fair Value Measurements Using Level 3 Inputs

 

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

Fair value, December 31, 2017

  $ 264,650     $ 86,157     $ 350,807  

Total gains or losses included in earnings:

     

Net realized gain (loss)

    4       —         4  

Net change in unrealized gain (loss)

    (1,543     2,013       470  

Purchase of investment securities

    37,152       —         37,152  

Proceeds from dispositions of investment securities

    (25,266     —         (25,266

Transfers in/out of Level 3

    —         —         —    
 

 

 

   

 

 

   

 

 

 

Fair value, March 31, 2018

  $ 274,997     $ 88,170     $ 363,167  
 

 

 

   

 

 

   

 

 

 

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

     

Net change in unrealized gain (loss):

  $ (1,543   $ 2,013     $ 470  
 

 

 

   

 

 

   

 

 

 

During the three months ended March 31, 2018, there were no transfers in and out of Levels 1 and 2.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

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 three months ended March 31, 2018:

 

Beginning fair value at December 31, 2017

   $ 124,200  

Borrowings

     45,600  

Repayments

     (29,400

Transfers in/out of Level 3

     —    
  

 

 

 

Ending fair value at March 31, 2018

   $ 140,400  
  

 

 

 

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 March 31, 2018, there were borrowings of $140,400 on the Credit Facility. For the three months ended March 31, 2018, the Credit Facility had no net change in unrealized (appreciation) depreciation.

The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the year ended December 31, 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 December 31, 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)

     129        —    

Net change in unrealized gain (loss)

     3,436        (3,593

Purchase of investment securities

     132,045        54,182  

Proceeds from dispositions of investment securities

     (137,054      —    

Transfers in/out of Level 3

     15,826        —    
  

 

 

    

 

 

 

Fair value, December 31, 2017

   $ 264,650      $ 86,157  
  

 

 

    

 

 

 

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):

   $ 3,436      $ (3,593
  

 

 

    

 

 

 

During the fiscal year ended December 31, 2017, Securus Technologies, Inc. and nThrive, Inc. were 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, provided 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. Securus Technologies, Inc. was repaid at par in the quarter ended December 31, 2017. 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, provided 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. nThrive, Inc. was repaid in the quarter ended June 30, 2017.

 

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SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

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, 2017:

 

Beginning fair value at December 31, 2016

   $ 98,300  

Borrowings

     162,000  

Repayments

     (136,100

Transfers in/out of Level 3

     —    
  

 

 

 

Ending fair value at December 31, 2017

   $ 124,200  
  

 

 

 

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, 2017, there were borrowings of $124,200 on the Credit Facility. For the year ended December 31, 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.

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 March 31, 2018 is summarized in the table below:

 

   

Asset or
Liability

  Fair Value at
March 31,
2018
   

Principal Valuation

Technique/
Methodology

 

Unobservable

Input

 

Range (Weighted
Average)

Bank Debt / Senior Secured Loans

  Asset   $ 274,997     Yield Analysis   Market Yield   6.7% – 44.4% (9.3%)

Common Equity/Equity
Interests/Warrants

  Asset   $

$

120

88,050

 

 

 

Enterprise Value

Enterprise Value

 

EBITDA Multiple

Return on Equity

 

5.4x-15.0x (15.0x)

5.9% – 23.6% (13.4%)

Credit Facility

  Liability   $ 140,400     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.

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2017 is summarized in the table below:

 

   

Asset or
Liability

  Fair Value at
December 31,
2017
   

Principal
Valuation

Technique/
Methodology

 

Unobservable Input

 

Range (Weighted
Average)

Bank Debt / Senior Secured Loans

  Asset     $264,650     Yield Analysis   Market Yield   6.1%—21.6% (8.6%)

Common Equity/Equity Interests/Warrants

  Asset    

$107

$86,050

 

 

 

Enterprise Value

Enterprise Value

 

EBITDA Multiple

Return on Equity

 

5.5x-16.0x (16.0x)

5.9%—24.4% (13.4%)

Credit Facility

  Liability     $124,200     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. The commitment 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 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 three months ended March 31, 2018 and the year ended December 31, 2017 was 3.66% and 3.16%, 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 three months ended March 31, 2018 and the year ended December 31, 2017, was $146,900 and $136,000, respectively.

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

Note 8. Financial Highlights and Senior Securities Table

The following is a schedule of financial highlights for the three months ended March 31, 2018 and for the year ended December 31, 2017:

 

     Three months ended
March 31, 2018
(unaudited)
    Year ended
December 31, 2017
 

Per Share Data:(a)

    

Net asset value, beginning of year

   $ 16.84     $ 16.80  
  

 

 

   

 

 

 

Net investment income

     0.35       1.41  

Net realized and unrealized gain (loss)

     —         0.04  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     0.35       1.45  

Distributions to stockholders:

    

From net investment income

     (0.35     (1.41
  

 

 

   

 

 

 

Net asset value, end of period

   $ 16.84     $ 16.84  
  

 

 

   

 

 

 

Per share market value, end of period

   $ 16.80     $ 17.76  

Total Return(b)

     (3.42 )%      17.11

Net assets, end of period

   $ 270,037     $ 270,131  

Shares outstanding, end of period

     16,039,206       16,036,730  
  

 

 

   

 

 

 

Ratios to average net assets(c):

    

Net investment income

     2.09     8.39
  

 

 

   

 

 

 

Operating expenses

     0.77 %*      2.12 %* 

Interest and other credit facility expenses

     0.59     1.43
  

 

 

   

 

 

 

Total expenses

     1.36 %*      3.55 %* 
  

 

 

   

 

 

 

Average debt outstanding

   $ 139,807     $ 100,700  

Portfolio turnover ratio

     6.3     41.4

 

(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 three months ended March 31, 2018, the ratios of operating expenses to average net assets and total expenses to average net assets would be 0.89% and 1.48%, respectively, without the voluntary incentive fee waiver. For the year ended December 31, 2017, the ratios of operating expenses to average net assets and total expenses to average net assets would be 3.11% and 4.54%, respectively, without the voluntary management and incentive fee waivers.

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(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 2018 (through March 31, 2018)

   $ 140,400      $ 2,923      $ —          N/A  

Fiscal 2017

     124,200        3,175        —          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 March 31, 2018, asset coverage was 292.3%.
(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

 

29


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

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 March 31, 2018, 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 March 31, 2018, the portfolio totaled approximately $170,898 of commitments, of which $109,828 were funded, on total assets of $110,157. As of December 31, 2017, the portfolio totaled approximately $176,332 of commitments, of which $106,620 were funded, on total assets of $110,584. At March 31, 2018, the portfolio consisted of 28 issuers with an average balance of approximately $3,922 versus 29 issuers with an average balance of approximately $3,677 at December 31, 2017. 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 $75,000 and $75,000 of borrowings outstanding at March 31, 2018 and December 31, 2017, respectively. For the three months ended March 31, 2018 and 2017, Gemino had net income of $712 and $767, respectively, on gross income of $2,719 and $2,852, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.

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 March 31, 2018 and December 31, 2017 is $29,684 and $27,472, respectively, comprised of the following:

 

     March 31,
2018
     December 31,
2017
 

WIRB-Copernicus Group, Inc.

   $ 8,200      $ —    

VetCor Professional Practices LLC

     5,242        6,721  

Gemino Healthcare Finance, LLC*

     5,000        5,000  

Alera Group Intermediate Holdings, Inc

     3,600        4,695  

Edgewood Partners Holdings, LLC

     2,400        —    

MRI Software LLC

     2,274        2,361  

VT Buyer Acquisition Corp. (Veritext)

     1,150        3,450  

MHE Intermediate Holdings, LLC

     811        983  

Engineering Solutions & Products, LLC

     535        1,736  

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

     332        332  

TwentyEighty, Inc

     140        140  

PetVet Care Centers, LLC

     —          1,627  

Ministry Brands, LLC

     —          427  
  

 

 

    

 

 

 

Total Commitments

   $ 29,684      $ 27,472  
  

 

 

    

 

 

 

 

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

As of March 31, 2018 and December 31, 2017, 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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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(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 $76,691 and $78,644 of borrowings outstanding as of March 31, 2018 and December 31, 2017, respectively. As of March 31, 2018 and December 31, 2017, Solar Senior and Voya contributed combined equity capital in the amount of $42,211 and $42,811, respectively. Of the $42,211 of contributed equity capital at March 31, 2018, the Company contributed $29,584 in the form of investments and $7,351 in the form of cash and Voya contributed $5,276 in the form of cash. As of March 31, 2018, Solar Senior and Voya’s remaining commitments totaled $13,815 and $1,974, 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 March 31, 2018 and December 31, 2017, FLLP had total assets of $118,365 and $121,791, respectively. For the same periods, FLLP’s portfolio consisted of first lien floating rate senior secured loans to 23 and 23 different borrowers, respectively. For the three months ended March 31, 2018, FLLP invested $2,624 across 4 portfolio companies. For the three months ended March 31, 2017, FLLP invested $12,010 across 6 portfolio companies. Investments sold or prepaid totaled $429 for the three months ended March 31, 2018 and $4,970 for the three months ended March 31, 2017. At March 31, 2018 and December 31, 2017, the weighted average yield of FLLP’s portfolio was 7.5% and 7.3%, respectively, measured at fair value and 7.5% and 7.2%, respectively, measured at cost.

 

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Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

FLLP Portfolio as of March 31, 2018

 

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     6.63     2/21/22     $ 7,820     $ 7,770     $ 7,820  

Alera Group Intermediate Holdings, Inc.(4)

   Insurance     L+550       1.00     7.16     12/30/22       5,063       5,019       5,063  

Alteon Health, LLC (fka Island Medical)(4)

   Health Care Providers & Services     L+550       1.00     7.80     9/1/22       4,558       4,519       4,285  

Anesthesia Consulting & Management, LP(4)

   Health Care Providers & Services     L+625       1.00     8.24     10/31/22       4,483       4,448       4,483  

Capstone Logistics Acquisition, Inc.(4)

   Professional Services     L+450       1.00     6.38     10/7/21       5,284       5,253       5,231  

Confie Seguros Holding II Co.(4)

   Insurance     L+525       1.00     7.23     4/19/22       5,431       5,389       5,437  

Edgewood Partners Holdings, LLC (Epic)

   Insurance     L+475       1.00     6.63     9/8/24       4,456       4,437       4,456  

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

   Professional Services     L+450       1.00     6.80     11/30/23       5,985       5,908       5,985  

Falmouth Group Holdings Corp. (AMPAC)(4)

   Chemicals     L+675       1.00     8.63     12/14/21       5,018       5,018       5,018  

Kellermeyer Bergensons Services, LLC (KBS)(4)

   Commercial Services & Supplies     L+500       1.00     6.98     10/29/21       4,405       4,374       4,405  

Metamorph US 3, LLC (Metalogix)(4)*

   Software     L+750 (5)      1.00     9.38     12/1/20       4,041       3,896       1,819  

Ministry Brands, LLC(4)

   Software     L+500       1.00     6.81     12/2/22       5,020       4,980       5,020  

National Spine and Pain Centers, LLC

   Health Care Providers & Services     L+450       1.00     6.80     6/2/24       2,978       2,964       2,933  

Pet Holdings ULC & Pet Supermarket, Inc.

   Specialty Retail     L+550       1.00     7.19     7/5/22       5,305       5,244       5,305  

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

   Specialty Retail     L+475       1.00     6.63     4/6/21       5,285       5,258       5,285  

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

   Software     L+475       1.00     6.52     8/7/21       3,263       3,244       3,246  

Salient Partners, L.P.(4)

   Asset Management     L+850       1.00     10.32     6/9/21       4,703       4,647       4,703  

Sarnova HC, LLC

   Trading Companies and Distributors     L+475       1.00     6.63     1/28/22       4,900       4,867       4,900  

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

   Wireless Telecommunication Services     L+650 (6)      1.00     12.25     3/26/19       8,106       8,060       8,106  

Telular Corporation

   Wireless Telecommunication Services     L+425       1.25     6.55     6/24/19       5,655       5,644       5,655  

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

   Insurance     L+475       1.00     7.05     6/24/21       4,506       4,450       4,506  

VT Buyer Acquisition Corp. (Veritext)(4)

   Professional Services     L+475       1.00     7.05     1/29/22       5,913       5,889       5,913  

Wirb-Copernicus Group, Inc.(4)

   Professional Services     L+425       1.00     6.14     8/15/22       5,913       5,869       5,883  
              

 

 

   

 

 

 
                                       $117,147     $115,457  
              

 

 

   

 

 

 

 

32


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(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 March 31, 2018.
(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.
(6) Spread is 4.50% Cash / 2.0% PIK.
* Investment is on non-accrual status.

 

33


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

FLLP Portfolio as of December 31, 2017 (audited)

 

Description

  

Industry

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

1A Smart Start LLC(4)

   Electronic Equipment, Instruments & Components     L+475       1.00     6.44     2/21/22     $
$
7,840
 
 
    7,787     $ 7,820  

Alera Group Intermediate Holdings, Inc.(4)

   Insurance     L+550       1.00     6.85     12/30/22       4,279       4,241       4,257  

Anesthesia Consulting & Management, LP(4)

   Health Care Providers & Services     L+625       1.00     7.94     10/31/22       4,530       4,493       4,258  

Capstone Logistics Acquisition, Inc.(4)

   Professional Services     L+450       1.00     6.07     10/7/21       5,284       5,252       5,231  

Confie Seguros Holding II Co.(4)

   Insurance     L+525       1.00     6.73     4/19/22       5,445       5,401       5,450  

Edgewood Partners Holdings, LLC (Epic)

   Insurance     L+475       1.00     6.14     9/8/24       4,467       4,447       4,444  

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

   Professional Services     L+550       1.00     7.19     11/30/23       4,579       4,499       4,579  

Falmouth Group Holdings Corp. (AMPAC)(4)

   Chemicals     L+675       1.00     8.44     12/14/21       5,018       5,018       5,018  

Island Medical Management Holdings, LLC(4)

   Health Care Providers & Services     L+550       1.00     7.00     9/1/22       4,570       4,528       4,432  

Kellermeyer Bergensons Services, LLC (KBS)(4)

   Commercial Services & Supplies     L+500       1.00     6.48     10/29/21       4,415       4,381       4,415  

Metamorph US 3, LLC (Metalogix)(4)

   Software     L+750 (5)      1.00     9.07     12/1/20       3,976       3,922       2,903  

Ministry Brands, LLC(4)

   Software     L+500       1.00     6.38     12/2/22       4,818       4,777       4,818  

National Spine and Pain Centers, LLC

   Health Care Providers & Services     L+450       1.00     6.19     6/2/24       2,985       2,971       2,963  

Pet Holdings ULC & Pet Supermarket, Inc.

   Specialty Retail     L+550       1.00     6.84     7/5/22       5,111       5,050       5,086  

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

   Specialty Retail     L+475       1.00     6.32     4/6/21       5,298       5,269       5,298  

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

   Software     L+475       1.00     6.13     8/7/21       3,263       3,243       3,238  

Salient Partners, L.P.(4)

   Asset Management     L+850       1.00     9.85     6/9/21       4,806       4,745       4,806  

Sarnova HC, LLC

   Trading Companies and Distributors     L+475       1.00     6.32     1/28/22       4,913       4,877       4,913  

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

   Wireless Telecommunication Services     L+650 (6)      1.00     8.19     3/26/19       8,067       8,007       8,067  

Telular Corporation

   Wireless Telecommunication Services     L+425       1.25     5.94     6/24/19       5,743       5,729       5,728  

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

   Insurance     L+475       1.00     6.44     6/24/21       4,519       4,459       4,519  

VT Buyer Acquisition Corp. (Veritext)(4)

   Professional Services     L+475       1.00     6.44     1/29/22       5,926       5,901       5,897  

Wirb-Copernicus Group, Inc.(4)

   Professional Services     L+500       1.00     6.69     8/15/22       5,928       5,882       5,928  
              

 

 

   

 

 

 
                                       $114,879     $114,068  
              

 

 

   

 

 

 

 

34


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(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, 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.
(6) Spread is 4.50% Cash / 2.0% PIK.

Below is certain summarized financial information for FLLP as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017:

 

     March 31, 2018      December 31, 2017  

Selected Balance Sheet Information for FLLP:

     

Investments at fair value (cost $117,147 and $114,879, respectively)

   $ 115,457      $ 114,068  

Cash and other assets.

     2,908        7,723  
  

 

 

    

 

 

 

Total assets

   $ 118,365      $ 121,791  
  

 

 

    

 

 

 

Debt outstanding

   $ 76,691      $ 78,644  

Distributions payable

     1,181        1,180  

Interest payable and other credit facility related expenses

     916        843  

Accrued expenses and other payables

     132        170  
  

 

 

    

 

 

 

Total liabilities

   $ 78,920      $ 80,837  
  

 

 

    

 

 

 

Members’ equity

   $ 39,445      $ 40,954  
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 118,365      $ 121,791  
  

 

 

    

 

 

 

 

     Three months ended
March 31, 2018
    Three months ended
March 31, 2017
 

Selected Income Statement Information for FLLP:

    

Interest income

   $ 2,089     $ 2,007  
  

 

 

   

 

 

 

Service fees*

   $ 19     $ 20  

Interest and other credit facility expenses

     874       692  

Other general and administrative expenses

     45       (8
  

 

 

   

 

 

 

Total expenses

     938       704  
  

 

 

   

 

 

 

Net investment income

   $ 1,151     $ 1,303  
  

 

 

   

 

 

 

Net change in unrealized gain (loss) on investments

     (880     (202
  

 

 

   

 

 

 

Net income

   $ 271     $ 1,101  
  

 

 

   

 

 

 

 

* Service fees are included within the Company’s Consolidated Statements of Operations as other income.

 

35


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

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 March 31, 2018, LSJV has not commenced operations.

Note 13. NorthMill LLC

We acquired 100% of the equity interests of North Mill Capital LLC (“NMC”) on October 20, 2017. NMC is a leading asset-backed 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. We invested approximately $51,000 to effect the transaction. Subsequently, the Company contributed 1% of its equity interest in NMC to ESP SSC Corporation. Immediately thereafter, the Company and ESP SSC Corporation contributed their equity interests to NorthMill LLC (“NorthMill”). The Company and ESP SSC Corporation own 99% and 1% of the equity interests of NorthMill, respectively. The management team of NMC continues to lead NMC.

NorthMill currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of March 31, 2018, the portfolio totaled approximately $318,135 of commitments, of which $162,237 were funded, on total assets of $185,814. As of December 31, 2017, the portfolio totaled approximately $283,461 of commitments, of which $151,604 were funded, on total assets of $176,354. At March 31, 2018, the portfolio consisted of 97 issuers with an average balance of approximately $1,675 versus 92 issuers with an average balance of approximately $1,600 at December 31, 2017. NMC has a senior credit facility with a bank lending group for $135,000 which expires on October 20, 2020. Borrowings are secured by substantially all of NMC’s assets. NMC’s credit facility, which is non-recourse to us, had approximately $127,950 and $116,574 of borrowings outstanding at March 31, 2018 and December 31, 2017, respectively. For the three months ended March 31, 2018, NorthMill had net income of $940 on gross income of $4,892. 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 NorthMill’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that NorthMill will be able to maintain consistent dividend payments to us.

Note 14. Capital Share Transactions

As of March 31, 2018 and December 31, 2017, 200,000,000 shares of $0.01 par value capital stock were authorized.

Transactions in capital stock were as follows:

 

     Shares      Amount  
     Three months
ended
March 31, 2018
     Year ended
December 31,
2017
     Three months
ended
March 31, 2018
     Year ended
December 31,
2017
 

Shares issued in reinvestment of distributions

     2,476        11,719      $ 43      $ 204  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase

     2,476        11,719      $ 43      $ 204  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

36


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

March 31, 2018

(in thousands, except share amounts)

 

Note 15. 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 April 3, 2018, the Board declared a monthly distribution of $0.1175 per share payable on May 2, 2018 to holders of record as of April 19, 2018.

On May 7, 2018, the Board declared a monthly distribution of $0.1175 per share payable on June 1, 2018 to holders of record as of May 23, 2018.

 

37


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Solar Senior Capital Ltd.:

Results of Review of Interim Financial Information

We have reviewed the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Solar Senior Capital Ltd. (the Company) as of March 31, 2018, the related consolidated statements of operations for the three-month periods ended March 31, 2018 and 2017, the related consolidated statement of changes in net assets for the three-month period ended March 31, 2018, and the related consolidated statements of cash flows for the three-month periods ended March 31, 2018 and 2017, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it 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) (PCAOB), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of the Company as of December 31, 2017, the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated February 22, 2018, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, as of December 31, 2017, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities, including the consolidated schedule of investments, from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated 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 PCAOB, 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.

/s/ KPMG LLP

New York, New York

May 7, 2018

 

38


Table of Contents
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 treated, and intend to qualify annually, 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.

 

39


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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, stretch first lien, 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”), First Lien Loan Program LLC (“FLLP”) and NorthMill LLC (“NorthMill”).

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 March 31, 2018, the Investment Adviser has directly invested over $7 billion in more than 325 different portfolio companies since 2006. Over the same period, the Investment Adviser completed transactions with more than 185 different financial sponsors.

Recent Developments

On April 3, 2018, the Board declared a monthly distribution of $0.1175 per share payable on May 2, 2018 to holders of record as of April 19, 2018.

On May 7, 2018, the Board declared a monthly distribution of $0.1175 per share payable on June 1, 2018 to holders of record as of May 23, 2018.

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;

 

    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;

 

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    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 their respective staffs.

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 March 31, 2018, we invested $41.6 million across 13 portfolio companies. This compares to investing $62.5 million in 11 portfolio companies for the three months ended March 31, 2017. Investments sold or prepaid during the three months ended March 31, 2018 totaled $26.0 million versus $55.8 million for the three months ended March 31, 2017.

At March 31, 2018, our portfolio consisted of 46 portfolio companies and was invested 71.1% directly in senior secured loans and 28.9% in common equity/equity interests/warrants (of which 8.2% is Gemino, 8.1% is FLLP and 12.5% is NorthMill, through which the Company indirectly invests in senior secured loans) measured at fair value versus 49 portfolio companies invested 80.0% in senior secured loans and 20.0% in common equity/equity interests (of which 9.6% is Gemino and 10.4% is FLLP) at March 31, 2017. As of March 31, 2018 and December 31, 2017, we have one and zero issuers, respectively, on non-accrual status.

At March 31, 2018, 95.2% or $398.1 million of our income producing investment portfolio* was floating rate and 4.8% or $19.9 million was fixed rate, measured at fair value. At March 31, 2017, 96.5% or $360.0 million of our income producing investment portfolio* was floating rate and 3.5% or $13.1 million was fixed rate, measured at fair value.

 

*  We have included First Lien Loan Program LLC, Gemino Healthcare Finance, LLC and NorthMill LLC as 100%, 100% and 85% floating rate, respectively, within our income producing investment portfolio.

 

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Since the initial public offering of Solar Senior on February 24, 2011 and through March 31, 2018, invested capital totaled over $1.3 billion in over 125 portfolio companies. Over the same period, Solar Senior completed transactions with more than 75 different financial sponsors.

Gemino Healthcare Finance, LLC

We acquired Gemino (d/b/a Gemino Senior Secured Healthcare Finance) 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 March 31, 2018, 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 March 31, 2018, the portfolio totaled approximately $170.9 million of commitments, of which $109.8 million were funded, on total assets of $110.2 million. As of December 31, 2017, the portfolio totaled approximately $176.3 million of commitments, of which $106.6 million were funded, on total assets of $110.6 million. At March 31, 2018, the portfolio consisted of 28 issuers with an average balance of approximately $3.9 million versus 29 issuers with an average balance of approximately $3.7 million at December 31, 2017. 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 $75.0 million and $75.0 million of borrowings outstanding at March 31, 2018 and December 31, 2017, respectively. For the three months ended March 31, 2018 and 2017, Gemino had net income of $0.7 million and $0.8 million, respectively, on gross income of $2.7 million and $2.9 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.

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 $50.75 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,

 

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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 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 $76.7 million and $78.6 million of borrowings outstanding as of March 31, 2018 and December 31, 2017, respectively. As of March 31, 2018 and December 31, 2017, Solar Senior and Voya contributed combined equity capital in the amount of $42.2 million and $42.8 million, respectively. Of the $42.2 million of contributed equity capital at March 31, 2018, the Company contributed $29.6 million in the form of investments and $7.3 million in the form of cash and Voya contributed $5.3 million in the form of cash. As of March 31, 2018, Solar Senior and Voya’s remaining commitments totaled $13.8 million and $2.0 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 March 31, 2018 and December 31, 2017, FLLP had total assets of $118.4 million and $121.8 million, respectively. For the same periods, FLLP’s portfolio consisted of first lien floating rate senior secured loans to 23 and 23 different borrowers, respectively. For the three months ended March 31, 2018 and 2017, FLLP invested $2.6 million across 4 portfolio companies and $12.0 million across 6 portfolio companies, respectively. Investments prepaid totaled $0.4 million and $5.0 million, respectively, for the three months ended March 31, 2018 and 2017. At March 31, 2018 and December 31, 2017, the weighted average yield of FLLP’s portfolio was 7.5% and 7.3%, respectively, measured at fair value and 7.5% and 7.2%, respectively, measured at cost.

 

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FLLP Portfolio as of March 31, 2018 (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     6.63     2/21/22     $ 7,820     $ 7,770     $ 7,820  

Alera Group Intermediate Holdings, Inc.(4)

     Insurance       L+550       1.00     7.16     12/30/22       5,063       5,019       5,063  

Alteon Health, LLC (fka Island Medical)(4)

    
Health Care Providers &
Services
 
 
    L+550       1.00     7.80     9/1/22       4,558       4,519       4,285  

Anesthesia Consulting & Management, LP(4)

    
Health Care Providers &
Services
 
 
    L+625       1.00     8.24     10/31/22       4,483       4,448       4,483  

Capstone Logistics Acquisition, Inc.(4)

     Professional Services       L+450       1.00     6.38     10/7/21       5,284       5,253       5,231  

Confie Seguros Holding II Co.(4)

     Insurance       L+525       1.00     7.23     4/19/22       5,431       5,389       5,437  

Edgewood Partners Holdings, LLC (Epic)

     Insurance       L+475       1.00     6.63     9/8/24       4,456       4,437       4,456  

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

     Professional Services       L+450       1.00     6.80     11/30/23       5,985       5,908       5,985  

Falmouth Group Holdings Corp. (AMPAC)(4)

     Chemicals       L+675       1.00     8.63     12/14/21       5,018       5,018       5,018  

Kellermeyer Bergensons Services, LLC (KBS)(4)

    
Commercial Services &
Supplies
 
 
    L+500       1.00     6.98     10/29/21       4,405       4,374       4,405  

Metamorph US 3, LLC (Metalogix)(4)*

     Software       L+750 (5)      1.00     9.38     12/1/20       4,041       3,896       1,819  

Ministry Brands, LLC(4)

     Software       L+500       1.00     6.81     12/2/22       5,020       4,980       5,020  

National Spine and Pain Centers, LLC

    
Health Care Providers &
Services
 
 
    L+450       1.00     6.80     6/2/24       2,978       2,964       2,933  

Pet Holdings ULC & Pet Supermarket, Inc.

     Specialty Retail       L+550       1.00     7.19     7/5/22       5,305       5,244       5,305  

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

     Specialty Retail       L+475       1.00     6.63     4/6/21       5,285       5,258       5,285  

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

     Software       L+475       1.00     6.52     8/7/21       3,263       3,244       3,246  

Salient Partners, L.P.(4)

     Asset Management       L+850       1.00     10.32     6/9/21       4,703       4,647       4,703  

Sarnova HC, LLC

    
Trading Companies and
Distributors
 
 
    L+475       1.00     6.63     1/28/22       4,900       4,867       4,900  

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

    
Wireless Telecommunication
Services
 
 
    L+650 (6)      1.00     12.25     3/26/19       8,106       8,060       8,106  

Telular Corporation

    
Wireless Telecommunication
Services
 
 
    L+425       1.25     6.55     6/24/19       5,655       5,644       5,655  

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

     Insurance       L+475       1.00     7.05     6/24/21       4,506       4,450       4,506  

VT Buyer Acquisition Corp. (Veritext)(4)

     Professional Services       L+475       1.00     7.05     1/29/22       5,913       5,889       5,913  

Wirb-Copernicus Group, Inc.(4)

     Professional Services       L+425       1.00     6.14     8/15/22       5,913       5,869       5,883  
              

 

 

   

 

 

 
               $ 117,147     $ 115,457  
              

 

 

   

 

 

 

 

(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 March 31, 2018.
(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.
(6) Spread is 4.50% Cash / 2.0% PIK.
* Investment is on non-accrual status.

 

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FLLP Portfolio as of December 31, 2017 (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(4)

    
Electronic Equipment,
Instruments & Components
 
 
    L+475       1.00     6.44     2/21/22     $ 7,840     $ 7,787     $ 7,820  

Alera Group Intermediate Holdings, Inc.(4)

     Insurance       L+550       1.00     6.85     12/30/22       4,279       4,241       4,257  

Anesthesia Consulting & Management, LP(4)

    
Health Care Providers &
Services
 
 
    L+625       1.00     7.94     10/31/22       4,530       4,493       4,258  

Capstone Logistics Acquisition, Inc.(4)

     Professional Services       L+450       1.00     6.07     10/7/21       5,284       5,252       5,231  

Confie Seguros Holding II Co.(4)

     Insurance       L+525       1.00     6.73     4/19/22       5,445       5,401       5,450  

Edgewood Partners Holdings, LLC (Epic)

     Insurance       L+475       1.00     6.14     9/8/24       4,467       4,447       4,444  

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

     Professional Services       L+550       1.00     7.19     11/30/23       4,579       4,499       4,579  

Falmouth Group Holdings Corp. (AMPAC)(4)

     Chemicals       L+675       1.00     8.44     12/14/21       5,018       5,018       5,018  

Island Medical Management Holdings, LLC(4)

    
Health Care Providers &
Services
 
 
    L+550       1.00     7.00     9/1/22       4,570       4,528       4,432  

Kellermeyer Bergensons Services, LLC (KBS)(4)

    
Commercial Services &
Supplies
 
 
    L+500       1.00     6.48     10/29/21       4,415       4,381       4,415  

Metamorph US 3, LLC (Metalogix)(4)

     Software       L+750 (5)      1.00     9.07     12/1/20       3,976       3,922       2,903  

Ministry Brands, LLC(4)

     Software       L+500       1.00     6.38     12/2/22       4,818       4,777       4,818  

National Spine and Pain Centers, LLC

    
Health Care Providers &
Services
 
 
    L+450       1.00     6.19     6/2/24       2,985       2,971       2,963  

Pet Holdings ULC & Pet Supermarket, Inc.

     Specialty Retail       L+550       1.00     6.84     7/5/22       5,111       5,050       5,086  

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

     Specialty Retail       L+475       1.00     6.32     4/6/21       5,298       5,269       5,298  

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

     Software       L+475       1.00     6.13     8/7/21       3,263       3,243       3,238  

Salient Partners, L.P.(4)

     Asset Management       L+850       1.00     9.85     6/9/21       4,806       4,745       4,806  

Sarnova HC, LLC

    
Trading Companies and
Distributors
 
 
    L+475       1.00     6.32     1/28/22       4,913       4,877       4,913  

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

    
Wireless Telecommunication
Services
 
 
    L+650 (6)      1.00     8.19     3/26/19       8,067       8,007       8,067  

Telular Corporation

    
Wireless Telecommunication
Services
 
 
    L+425       1.25     5.94     6/24/19       5,743       5,729       5,728  

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

     Insurance       L+475       1.00     6.44     6/24/21       4,519       4,459       4,519  

VT Buyer Acquisition Corp. (Veritext)(4)

     Professional Services       L+475       1.00     6.44     1/29/22       5,926       5,901       5,897  

Wirb-Copernicus Group, Inc.(4)

     Professional Services       L+500       1.00     6.69     8/15/22       5,928       5,882       5,928  
              

 

 

   

 

 

 
               $ 114,879     $ 114,068  
              

 

 

   

 

 

 

 

(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 March 31, 2018.
(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.
(6) Spread is 4.50% Cash / 2.0% PIK.

 

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Below is certain summarized financial information for FLLP as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017:

 

     March 31,
2018
     December 31,
2017
 

Selected Balance Sheet Information for FLLP (in thousands):

     

Investments at fair value (cost $117,147 and $114,879, respectively)

   $ 115,457      $ 114,068  

Cash and other assets.

     2,908        7,723  
  

 

 

    

 

 

 

Total assets

   $ 118,365      $ 121,791  
  

 

 

    

 

 

 

Debt outstanding

   $ 76,691      $ 78,644  

Distributions payable

     1,181        1,180  

Interest payable and other credit facility related expenses

     916        843  

Accrued expenses and other payables

     132        170  
  

 

 

    

 

 

 

Total liabilities

   $ 78,920      $ 80,837  
  

 

 

    

 

 

 

Members’ equity

   $ 39,445      $ 40,954  
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 118,365      $ 121,791  
  

 

 

    

 

 

 

 

     Three months
ended
March 31, 2018
    Three months
ended
March 31, 2017
 

Selected Income Statement Information for FLLP (in thousands):

    

Interest income

   $ 2,089     $ 2,007  
  

 

 

   

 

 

 

Service fees*

   $ 19     $ 20  

Interest and other credit facility expenses

     874       692  

Other general and administrative expenses

     45       (8
  

 

 

   

 

 

 

Total expenses

     938       704  
  

 

 

   

 

 

 

Net investment income

   $ 1,151     $ 1,303  
  

 

 

   

 

 

 

Net change in unrealized gain (loss) on investments

     (880     (202
  

 

 

   

 

 

 

Net income

   $ 271     $ 1,101  
  

 

 

   

 

 

 

 

* Service fees are included within the Company’s Consolidated Statements of Operations as other income.

NorthMill LLC

We acquired 100% of the equity interests of North Mill Capital LLC (“NMC”) on October 20, 2017. NMC is a leading asset-backed 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. We invested approximately $51 million to effect the transaction. Subsequently, the Company contributed 1% of its equity interest in NMC to ESP SSC Corporation. Immediately thereafter, the Company and ESP SSC Corporation contributed their equity interests to NorthMill. The Company and ESP SSC Corporation own 99% and 1% of the equity interests of NorthMill, respectively. The management team of NMC continues to lead NMC.

NorthMill currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of March 31, 2018, the portfolio totaled approximately $318.1 million of commitments, of which $162.2 million were funded, on total assets of $185.8 million. As of December 31, 2017, the portfolio totaled approximately $283.5 million of commitments, of which $151.6 million were funded, on total assets of $176.4 million. At March 31, 2018, the portfolio consisted of 97 issuers with an average balance of

 

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approximately $1.7 million versus 92 issuers with an average balance of approximately $1.6 million at December 31, 2017. NMC has a senior credit facility with a bank lending group for $135.0 million which expires on October 20, 2020. Borrowings are secured by substantially all of NMC’s assets. NMC’s credit facility, which is non-recourse to us, had approximately $128.0 million and $116.6 million of borrowings outstanding at March 31, 2018 and December 31, 2017, respectively. For the three months ended March 31, 2018, NorthMill had net income of $0.9 million on gross income of $4.9 million. 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 NorthMill’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that NorthMill will be able to maintain consistent dividend payments to us.

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 $75.0 million to LSJV. As of March 31, 2018, LSJV has not commenced operations.

Critical Accounting Policies

The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies. Within the context of these critical accounting policies and disclosed subsequent events herein, we are not currently aware of any other reasonably likely events or circumstances that would result in materially different amounts being reported.

Valuation of Portfolio Investments

We conduct the valuation of our assets, pursuant to which our net asset value is determined, at all times consistent with GAAP, and the 1940 Act. Our valuation procedures are set forth in more detail below:

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 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, each 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

 

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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 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 three months ended March 31, 2018, 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.

Accounting Standards Codification (“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.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.

 

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Valuation of Credit Facility

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.

Revenue Recognition

The Company records dividend income and interest, adjusted for amortization of premium and accretion of discount, on an accrual basis. Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on non-accrual status when principal or interest/dividend cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest/dividend cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining interest or dividend obligations. Interest or dividend cash payments received on investments may be recognized as income or applied to principal depending upon management’s judgment. Some of our investments may have contractual PIK interest or dividends. PIK interest and dividends computed at the contractual rate are accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at the maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends is reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company again believes that PIK is expected to be realized. Loan origination fees, original issue discount, and market discounts are capitalized and amortized into income using the interest method or straight-line, as applicable. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record prepayment premiums on loans and other investments as interest income when we receive such amounts. Capital structuring fees are recorded as other income when earned.

The typically higher yields and interest rates on PIK securities, to the extent we invested, reflects the payment deferral and increased credit risk associated with such instruments and that such investments may represent a significantly higher credit risk than coupon loans. PIK securities may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. PIK interest has the effect of generating investment income and increasing the incentive fees payable at a compounding rate. In addition, the deferral of PIK interest also increases the loan-to-value ratio at a compounding rate. PIK securities create the risk that incentive fees will be paid to the Investment Adviser based on non-cash accruals that ultimately may not be realized, but the Investment Adviser will be under no obligation to reimburse the Company for these fees. For the three months ended March 31, 2018 and 2017, capitalized PIK income totaled $0.2 million and $0.1 million, respectively.

Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss

We generally measure realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized origination or commitment fees and prepayment penalties. The net change in unrealized gain or loss reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gain or loss, when gains or losses are realized. Gains or losses on investments are calculated by using the specific identification method.

 

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Income Taxes

Solar Senior Capital, a U.S. corporation, has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code. In order to qualify for taxation as a RIC, the Company is required, among other things, to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year. Depending on the level of taxable income earned in a given tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year distributions, the Company accrues an estimated excise tax, if any, on estimated excess taxable income.

Recent Accounting Pronouncements

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, which amends 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 were effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company has adopted ASU 2016-18 and determined that the adoption has not had a material impact on its consolidated financial statements and disclosures.

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 was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company has adopted ASC 606 and determined that the adoption has not had a material impact on its consolidated financial statements and disclosures.

RESULTS OF OPERATIONS

Results comparisons are for the three months ended March 31, 2018 and 2017:

Investment Income

For the three months ended March 31, 2018 and 2017, gross investment income totaled $9.3 million and $7.5 million, respectively. The increase in gross investment income for the year over year three month periods was primarily due to our investment in NorthMill, which was not in the portfolio during the year ago three month period. In addition to the portfolio growth from the NorthMill investment, the investment portfolio size and yields increased year over year.

 

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Expenses

Net expenses totaled $3.7 million and $1.8 million, respectively, for the three months ended March 31, 2018 and 2017, of which $1.7 million and $1.0 million, respectively, were gross base management fees and gross performance-based incentive fees and $1.6 million and $0.8 million, respectively, were interest and other credit facility expenses. Over the same periods, $0.0 million and $0.8 million, respectively, of base management fees were waived and $0.3 million and $0.1 million, respectively, of performance-based incentive fees were waived. Administrative services and other general and administrative expenses totaled $0.7 million and $0.8 million, respectively, for the three months ended March 31, 2018 and 2017. Expenses generally consist of management fees, performance-based incentive fees, administrative services expenses, insurance, legal expenses, directors’ expenses, audit and tax expenses, transfer agent fees and expenses, and other general and administrative expenses. Interest and other credit facility expenses generally consist of interest, unused fees, agency fees and loan origination fees, if any, among others. For the three month periods, the increase in net expenses year over year is primarily due to higher interest, incentive and management fee expense on a larger, higher yielding portfolio as compared to the year ago period.

Net Investment Income

The Company’s net investment income totaled $5.6 million and $5.6 million, or $0.35 and $0.35, per average share, respectively, for the three months ended March 31, 2018 and 2017.

Net Realized Gain

The Company had investment sales and prepayments totaling approximately $26.0 million and $55.8 million, respectively, for the three months ended March 31, 2018 and 2017. Net realized gains (losses) over the same periods were $(0.0) million and $0.1 million, respectively. Net realized losses for the three months ended March 31, 2018 were de minimis. Net realized gains for the three months ended March 31, 2017 were primarily related to partial or complete sales of select investments.

Net Change in Unrealized Gain (Loss)

For the three months ended March 31, 2018 and 2017, net change in unrealized gain (loss) on the Company’s assets and liabilities totaled $(0.1) million and $0.2 million, respectively. Net unrealized loss for the three months ended March 31, 2018 is primarily due to depreciation in the value of our investments in Metamorph US 3, LLC, First Lien Loan Program LLC and PPT Management Holdings, LLC, among others, partially offset by appreciation in NorthMill LLC, Trident USA Health Services and Anesthesia Consulting & Management, LP, among others. Net unrealized gain for the three months ended March 31, 2017 is primarily due to appreciation in the value of our investments in Securus Technologies, TwentyEighty, Inc. and American Teleconferencing Services, Inc., among others, partially offset by depreciation in Metamorph US 3, LLC, Aegis Toxicology Sciences Corporation and nThrive, Inc., among others.

Net Increase in Net Assets From Operations

For the three months ended March 31, 2018 and 2017, the Company had a net increase in net assets resulting from operations of $5.5 million and $5.9 million, respectively. For the same periods, earnings per average share were $0.34 and $0.37, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity and capital resources are generally available through its Credit Facility, through periodic follow-on equity offerings, as well as from cash flows from operations, investment sales and pre-payments of investments. At March 31, 2018, the Company had $140.4 million in borrowings outstanding on its Credit Facility and $59.6 million of unused capacity, subject to borrowing base limits.

 

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In September 2016, the Company closed a follow-on public equity offering of 4.5 million shares of common stock at $16.76 per share raising approximately $75.0 million in net proceeds. In the future, the Company may raise additional equity or debt capital, among other considerations. The primary uses of funds will be investments in portfolio companies, reductions in debt outstanding and other general corporate purposes. The issuance of debt or equity securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful.

We currently expect that our liquidity needs will be met with cash flows from operations, borrowings under our Credit Facility, including its accordion feature, as well as from other available financing activities.

Cash Equivalents

We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. The Company makes purchases that are consistent with its purpose of making investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to time, including at or near the end of each fiscal quarter, we consider using various temporary investment strategies for our business. One strategy includes taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time-to-time we may purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our credit facilities, as deemed appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined. We held approximately $110 million in cash equivalents as of March 31, 2018.

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 million to $200 million by utilizing the accordion feature. The commitments 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 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. At March 31, 2018, the Company was in compliance with all financial and operational covenants required by the Credit Facility.

Contractual Obligations

 

     Payments due by Period as of March 31, 2018
(dollars in millions)
 
     Total      Less than
1 year
     1-3 years      3-5 years      More than
5 years
 

Senior Secured Revolving Credit Facility(1)

   $ 140.4      $ —        $ 140.4      $ —        $ —    

 

(1) At March 31, 2018, $59.6 million of capacity remained unused.

 

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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 2018 (through March 31, 2018)

   $ 140,400      $ 2,923      $ —          N/A  

Fiscal 2017

     124,200        3,175        —          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 March 31, 2018, asset coverage was 292.3%.
(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.

We have also entered into two contracts under which we have future commitments: the Advisory Agreement, pursuant to which Solar Capital Partners has agreed to serve as our investment adviser, and the Administration Agreement, pursuant to which Solar Capital Management has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance. Payments under the Advisory Agreement are equal to (1) a percentage of the value of our average gross assets and (2) a two-part incentive fee. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs. Either party may terminate each of the Advisory Agreement and Administration Agreement without penalty upon 60 days’ written notice to the other. See note 3 to our Consolidated Financial Statements.

On September 10, 2014, FLLP entered into a servicing agreement with the Company. FLLP engaged and retained the Company to provide certain administrative services relating to the facilities, supplies and necessary ongoing overhead support services for the operation of FLLP’s ongoing business affairs in exchange for a fee. Either party may terminate this agreement upon 30 days’ written notice to the other.

Off-Balance Sheet Arrangements

From time-to-time and in the normal course of business, the Company may make unfunded capital commitments to current or prospective portfolio companies. Typically, the Company may agree to provide delayed-draw term loans or, to a lesser extent, revolving loan or equity commitments. These unfunded capital commitments always take into account the Company’s liquidity and cash available for investment, portfolio and

 

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issuer diversification, and other considerations. Accordingly, the Company had the following unfunded capital commitments at March 31, 2018 and December 31, 2017, respectively:

 

     March 31,
2018
     December 31,
2017
 
(in millions)              

WIRB-Copernicus Group, Inc.

   $ 8.2      $ —    

VetCor Professional Practices LLC

     5.3        6.7  

Gemino Healthcare Finance, LLC*

     5.0        5.0  

Alera Group Intermediate Holdings, Inc

     3.6        4.7  

Edgewood Partners Holdings, LLC

     2.4        —    

MRI Software LLC

     2.3        2.4  

VT Buyer Acquisition Corp. (Veritext)

     1.2        3.5  

MHE Intermediate Holdings, LLC

     0.8        1.0  

Engineering Solutions & Products, LLC

     0.5        1.7  

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

     0.3        0.4  

TwentyEighty, Inc

     0.1        0.1  

PetVet Care Centers, LLC

     —          1.6  

Ministry Brands, LLC

     —          0.4  
  

 

 

    

 

 

 

Total Commitments

   $ 29.7      $ 27.5  
  

 

 

    

 

 

 

 

* The Company controls the funding of the Gemino commitment and may cancel it at its discretion (also see First Lien Loan Program LLC section in Item 7).

As of March 31, 2018 and December 31, 2017, the Company had sufficient cash available and/or liquid securities available to fund its commitments as well as the commitments to FLLP and LSJV disclosed earlier.

In the normal course of its business, we invest or trade in various financial instruments and may enter into various investment activities with off-balance sheet risk, which may include forward foreign currency contracts. Generally, these financial instruments represent future commitments to purchase or sell other financial instruments at specific terms at future dates. These financial instruments contain varying degrees of off-balance sheet risk whereby changes in the market value or our satisfaction of the obligations may exceed the amount recognized in our Consolidated Statements of Assets and Liabilities.

 

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Distributions

The following table reflects the cash distributions per share on our common stock for the two most recent fiscal years and the current fiscal year to date:

 

Date Declared

  

Record Date

  

Payment Date

   Amount  

Fiscal 2018

        

May 7, 2018

   May 23, 2018    June 1, 2018    $ 0.1175  

April 3, 2018