UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended March 31, 2021

 

OR

 

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

 

Commission file number: 814-00866

 

MONROE CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Maryland	27-4895840
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
311 South Wacker Drive, Suite 6400 Chicago, Illinois	60606
(Address of Principal Executive Office)	(Zip Code)

 

(312) 258-8300

(Registrant’s Telephone Number, Including Area Code) 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share		MRCC		The Nasdaq Global Select Market

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x  No  ¨

 

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

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	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 x

 

As of May 3, 2021, the registrant had 21,303,540 shares of common stock, $0.001 par value, outstanding.

 

 

 

TABLE OF CONTENTS

 

		Page
PART I. FINANCIAL INFORMATION		3
Item 1.	Consolidated Financial Statements	3
	Consolidated Statements of Assets and Liabilities as of March 31, 2021 (unaudited) and December 31, 2020	3
	Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 (unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2021 and 2020 (unaudited)	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (unaudited)	6
	Consolidated Schedules of Investments as of March 31, 2021 (unaudited) and December 31, 2020	7
	Notes to Consolidated Financial Statements (unaudited)	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	60
PART II. OTHER INFORMATION		61
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 3.	Defaults Upon Senior Securities	63
Item 4.	Mine Safety Disclosures	63
Item 5.	Other Information	63
Item 6.	Exhibits	64
Signatures		65

 

 

Part I. Financial Information

Item 1. Consolidated Financial Statements

 

 

MONROE CAPITAL CORPORATION

 

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except per share data)

 

		March 31, 2021				December 31, 2020
		(unaudited)
ASSETS
Investments, at fair value:
Non-controlled/non-affiliate company investments		$	372,493			$	398,040
Non-controlled affiliate company investments			107,819				109,715
Controlled affiliate company investments			41,067				39,284
Total investments, at fair value (amortized cost of: $565,821 and $596,103, respectively)			521,379				547,039
Cash			7,723				6,769
Restricted cash			8,165				25,657
Unrealized gain on foreign currency forward contracts			221				—
Interest receivable			5,944				4,606
Other assets			1,041				1,052
Total assets			544,473				585,123
LIABILITIES
Debt:
Revolving credit facility			92,891				126,559
2023 Notes			—				109,000
2026 Notes			130,000				—
SBA debentures payable			86,900				115,000
Total debt			309,791				350,559
Less: Unamortized deferred financing costs			(7,715	)			(7,052	)
Total debt, less unamortized deferred financing costs			302,076				343,507
Interest payable			1,809				2,764
Unrealized loss on foreign currency forward contracts			—				113
Management fees payable			2,334				1,978
Incentive fees payable			193				—
Accounts payable and accrued expenses			1,863				2,327
Directors' fees payable			35				—
Total liabilities			308,310				350,689
Net assets		$	236,163			$	234,434
Commitments and contingencies (See Note 11)
ANALYSIS OF NET ASSETS
Common stock, $0.001 par value, 100,000 shares authorized, 21,304 and 21,304 shares issued and outstanding, respectively		$	21			$	21
Capital in excess of par value			294,897				294,897
Accumulated undistributed (overdistributed) earnings			(58,755	)			(60,484	)
Total net assets		$	236,163			$	234,434
Net asset value per share		$	11.08			$	11.00

 

See Notes to Consolidated Financial Statements.

 

 

MONROE CAPITAL CORPORATION

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

 

		Three months ended March 31,
		2021				2020
Investment income:
Non-controlled/non-affiliate company investments:
Interest income		$	8,233			$	12,347
Payment-in-kind interest income			654				71
Dividend income			20				16
Fee income			477				198
Total investment income from non-controlled/non-affiliate company investments			9,384				12,632
Non-controlled affiliate company investments:
Interest income			1,562				190
Payment-in-kind interest income			1,025				1,005
Dividend income			42				25
Total investment income from non-controlled affiliate company investments			2,629				1,220
Controlled affiliate company investments:
Dividend income			1,200				1,150
Total investment income from controlled affiliate company investments			1,200				1,150
Total investment income			13,213				15,002
Operating expenses:
Interest and other debt financing expenses			4,453				4,830
Base management fees			2,334				2,551
Incentive fees			830				—
Professional fees			226				215
Administrative service fees			356				338
General and administrative expenses			260				231
Directors' fees			35				35
Expenses before incentive fee waiver			8,494				8,200
Incentive fee waiver			(637	)			—
Total expenses, net of incentive fee waiver			7,857				8,200
Net investment income before income taxes			5,356				6,802
Income taxes, including excise taxes			30				20
Net investment income			5,326				6,782
Net gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliate company investments			58				94
Non-controlled affiliate company investments			(250	)			—
Extinguishment of debt			(2,774	)			—
Foreign currency forward contracts			(38	)			(4	)
Foreign currency and other transactions			(14	)			(15	)
Net realized gain (loss)			(3,018	)			75
Net change in unrealized gain (loss):
Non-controlled/non-affiliate company investments			4,641				(20,355	)
Non-controlled affiliate company investments			(1,802	)			(13,707	)
Controlled affiliate company investments			1,783				(11,087	)
Foreign currency forward contracts			334				98
Foreign currency and other transactions			(209	)			1,344
Net change in unrealized gain (loss)			4,747				(43,707	)
Net gain (loss)			1,729				(43,632	)
Net increase (decrease) in net assets resulting from operations		$	7,055			$	(36,850	)
Per common share data:
Net investment income per share - basic and diluted		$	0.25			$	0.33
Net increase (decrease) in net assets resulting from operations per share - basic and diluted		$	0.33			$	(1.81	)
Weighted average common shares outstanding - basic and diluted			21,304				20,445

 

See Notes to Consolidated Financial Statements.

 

 

MONROE CAPITAL CORPORATION

 

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(unaudited)

(in thousands)

 

		Common Stock												Accumulated undistributed
		Number of shares				Par value				Capital in excess of par value				(overdistributed) earnings				Total net assets
Balances at December 31, 2019			20,445			$	20			$	288,850			$	(39,513	)		$	249,357
Net investment income			—				—				—				6,782				6,782
Net realized gain (loss)			—				—				—				75				75
Net change in unrealized gain (loss)			—				—				—				(43,707	)			(43,707	)
Distributions to stockholders			—				—				—				(7,155	)			(7,155	)
Balances at March 31, 2020			20,445			$	20			$	288,850			$	(83,518	)		$	205,352
Balances at December 31, 2020			21,304			$	21			$	294,897			$	(60,484	)		$	234,434
Net investment income			—				—				—				5,326				5,326
Net realized gain (loss)			—				—				—				(3,018	)			(3,018	)
Net change in unrealized gain (loss)			—				—				—				4,747				4,747
Distributions to stockholders			—				—				—				(5,326	)			(5,326	)
Balances at March 31, 2021			21,304			$	21			$	294,897			$	(58,755	)		$	236,163

 

See Notes to Consolidated Financial Statements.

 

 

MONROE CAPITAL CORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

 

		Three months ended March 31,
		2021				2020
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations		$	7,055			$	(36,850	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss on investments			192				(94	)
Net realized (gain) loss on extinguishment of debt			2,774				—
Net realized (gain) loss on foreign currency forward contracts			38				4
Net realized (gain) loss on foreign currency and other transactions			14				15
Net change in unrealized (gain) loss on investments			(4,622	)			45,149
Net change in unrealized (gain) loss on foreign currency forward contracts			(334	)			(98	)
Net change in unrealized (gain) loss on foreign currency and other transactions			209				(1,344	)
Payment-in-kind interest income			(1,679	)			(1,076	)
Net accretion of discounts and amortization of premiums			(352	)			(344	)
Purchases of investments			(43,744	)			(71,088	)
Proceeds from principal payments, sales of investments and settlement of forward contracts			75,827				52,843
Amortization of deferred financing costs			601				484
Changes in operating assets and liabilities:
Interest receivable			(1,338	)			(879	)
Other assets			11				(264	)
Interest payable			(955	)			(956	)
Management fees payable			356				(200	)
Incentive fees payable			193				(1,374	)
Accounts payable and accrued expenses			(464	)			(320	)
Directors' fees payable			35				35
Net cash provided by (used in) operating activities			33,817				(16,357	)
Cash flows from financing activities:
Borrowings on revolving credit facility			113,600				51,700
Repayments of revolving credit facility			(147,450	)			(38,600	)
Repayment of 2023 Notes			(109,000	)			—
Proceeds from 2026 Notes			130,000				—
Repayment of SBA debentures			(28,100	)			—
Payments of deferred financing costs			(4,038	)			—
Stockholder distributions paid, net of stock issued under the dividend reinvestment plan of $0 and $0, respectively			(5,326	)			(7,155	)
Net cash provided by (used in) financing activities			(50,314	)			5,945
Net increase (decrease) in Cash and Restricted cash			(16,497	)			(10,412	)
Effect of foreign currency exchange rates			(41	)			(19	)
Cash and Restricted cash, beginning of period			32,426				29,643
Cash and Restricted cash, end of period		$	15,888			$	19,212
Supplemental disclosure of cash flow information:
Cash interest paid during the period		$	4,774			$	5,294
Cash paid (refund received) for income taxes, including excise taxes during the period		$	400			$	85

 

The following tables provide a reconciliation of cash and restricted cash reported on the Consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts on the Consolidated Statements of Cash Flows:

 

		March 31, 2021				December 31, 2020
Cash		$	7,723			$	6,769
Restricted cash			8,165				25,657
Total cash and restricted cash shown on the Consolidated Statements of Cash Flows		$	15,888			$	32,426

 

		March 31, 2020				December 31, 2019
Cash		$	9,320			$	2,234
Restricted cash			9,892				27,409
Total cash and restricted cash shown on the Consolidated Statements of Cash Flows		$	19,212			$	29,643

 

See Notes to Consolidated Financial Statements.

              

 

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

(unaudited)

March 31, 2021

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate			Acquisition Date (c)		Maturity			Principal			Amortized Cost				Fair Value (d)				% of Net Assets (e)
Non-Controlled/Non-Affiliate Company Investments
Senior Secured Loans
Automotive
Hastings Manufacturing Company		L+7.75%		8.75	%		4/24/2018		4/24/2023			2,783			$	2,757			$	2,783			1.2	%
Magneto & Diesel Acquisition, Inc.		L+6.05%		7.10	%		12/18/2018		12/18/2023			4,876				4,826				4,876			2.1	%
Magneto & Diesel Acquisition, Inc.		L+6.05%		7.10	%		7/6/2020		12/18/2023			1,918				1,888				1,944			0.8	%
Magneto & Diesel Acquisition, Inc. (Revolver) (f)		L+5.50%		6.55	%		12/18/2018		12/18/2023			500				—				—			0.0	%
												10,077				9,471				9,603			4.1	%
Banking, Finance, Insurance & Real Estate
J2 BWA Funding, LLC (Delayed Draw) (f) (g) (h)		n/a		9.00	%		12/24/2020		12/24/2026			2,750				267				265			0.1	%
Liftforward SPV II, LLC (g)		L+10.75%		11.25	%		11/10/2016		6/30/2021			1,586				1,586				1,495			0.6	%
NCBP Property, LLC (g)		L+9.50%		10.50	%		12/18/2020		12/16/2022			1,950				1,934				1,942			0.8	%
Oceana Australian Fixed Income Trust (g) (i) (j)		n/a		11.50	%		2/25/2021		2/25/2026			8,165				8,460				8,165			3.5	%
StarCompliance MidCo, LLC		L+6.75%		7.75	%		1/12/2021		1/11/2027			2,000				1,962				1,998			0.8	%
StarCompliance MidCo, LLC (Revolver) (f)		L+6.75%		7.75	%		1/12/2021		1/11/2027			322				—				—			0.0	%
US Claims Litigation Funding, LLC (Revolver) (f) (g)		L+8.75%		9.75	%		11/30/2020		11/29/2024			1,500				1,200				1,190			0.5	%
W3 Monroe RE Debt LLC (g)		n/a		10.00	%		2/5/2021		2/4/2028			2,725				2,725				2,725			1.2	%
												20,998				18,134				17,780			7.5	%
Beverage, Food & Tobacco
LX/JT Intermediate Holdings, Inc. (k)		L+6.00%		7.50	%		3/11/2020		3/11/2025			9,643				9,486				9,392			4.0	%
LX/JT Intermediate Holdings, Inc. (Revolver) (f)		L+6.00%		7.50	%		3/11/2020		3/11/2025			833				—				—			0.0	%
Toojay's Management, LLC (l)		n/a		n/a	(m)		10/26/2018		10/26/2022			1,448				1,407				—			0.0	%
Toojay's Management, LLC (l)		n/a		n/a	(m)		10/26/2018		10/26/2022			199				199				—			0.0	%
Toojay's Management, LLC (Revolver) (l)		n/a		n/a	(m)		10/26/2018		10/26/2022			66				66				—			0.0	%
												12,189				11,158				9,392			4.0	%
Capital Equipment
MCP Shaw Acquisitionco, LLC (k)		L+6.50%		7.50	%		2/28/2020		11/28/2025			9,899				9,736				9,800			4.1	%
MCP Shaw Acquisitionco, LLC (Revolver) (f)		L+6.50%		7.50	%		2/28/2020		11/28/2025			1,784				—				—			0.0	%
												11,683				9,736				9,800			4.1	%
Chemicals, Plastics & Rubber
Midwest Composite Technologies, LLC (k)		L+6.75%		7.75	%		12/2/2019		8/31/2023			14,888				14,686				14,903			6.3	%
Midwest Composite Technologies, LLC		L+6.75%		7.75	%		8/31/2018		8/31/2023			884				875				885			0.4	%
Midwest Composite Technologies, LLC		L+6.75%		7.75	%		8/31/2018		8/31/2023			508				508				509			0.2	%
Midwest Composite Technologies, LLC (Revolver) (f)		L+6.75%		7.75	%		8/31/2018		8/31/2023			90				—				—			0.0	%
Valudor Products, LLC		L+7.50%		7.00% Cash/ 1.50% PIK			6/18/2018		6/19/2023			1,567				1,552				1,733			0.7	%
Valudor Products, LLC (n)		L+7.50%		8.50% PIK			6/18/2018		6/19/2023			222				219				—			0.0	%
Valudor Products, LLC (Revolver) (f)		L+9.50%		10.50	%		6/18/2018		6/19/2023			818				669				641			0.3	%
												18,977				18,509				18,671			7.9	%
Construction & Building
Cali Bamboo, LLC		L+9.50%		8.00% Cash/ 2.50% PIK			7/10/2015		3/31/2022			6,902				6,902				6,902			2.9	%
Cali Bamboo, LLC (Revolver) (f)		L+9.50%		8.00% Cash/ 2.50% PIK			7/10/2015		3/31/2022			2,165				—				—			0.0	%
Dude Solutions Holdings, Inc.		L+7.50%		8.50	%		6/14/2019		6/13/2025			9,963				9,793				9,953			4.2	%
Dude Solutions Holdings, Inc. (Revolver) (f)		L+7.50%		8.50	%		6/14/2019		6/13/2025			1,304				—				—			0.0	%
												20,334				16,695				16,855			7.1	%
Consumer Goods: Durable
Parterre Flooring & Surface Systems, LLC (k)		L+9.00%		10.00	%(m)		8/22/2017		8/22/2022			6,936				6,203				475			0.2	%
												6,936				6,203				475			0.2	%
Consumer Goods: Non-Durable
Thrasio, LLC		L+7.00%		8.00	%		12/18/2020		12/18/2026			1,496				1,461				1,498			0.6	%
Thrasio, LLC (Delayed Draw) (f) (h)		L+7.00%		8.00	%		12/18/2020		12/18/2026			990				—				—			0.0	%
												2,486				1,461				1,498			0.6	%
Environmental Industries
Quest Resource Management Group, LLC		L+8.50%		9.75	%		10/19/2020		10/20/2025			997				931				1,027			0.4	%
Quest Resource Management Group, LLC (Delayed Draw) (f) (h)		L+8.50%		9.75	%		10/19/2020		10/20/2025			1,087				—				—			0.0	%
StormTrap, LLC		L+5.50%		6.50	%		12/10/2018		12/8/2023			7,820				7,739				7,820			3.3	%
StormTrap, LLC (Revolver) (f)		L+5.50%		6.50	%		12/10/2018		12/8/2023			432				—				—			0.0	%
Synergy Environmental Corporation (k)		L+6.00%		7.00	%		4/29/2016		9/29/2023			2,877				2,867				2,880			1.2	%
Synergy Environmental Corporation (k)		L+6.00%		7.00	%		4/29/2016		9/29/2023			481				479				481			0.2	%
Synergy Environmental Corporation		L+6.00%		7.00	%		4/29/2016		9/29/2023			820				820				821			0.4	%
Synergy Environmental Corporation (Revolver) (f)		L+6.00%		7.00	%		4/29/2016		9/29/2023			671				67				67			0.0	%
												15,185				12,903				13,096			5.5	%
Healthcare & Pharmaceuticals
American Optics Holdco, Inc. (g) (j)		L+6.50%		7.50	%		9/13/2017		9/13/2022			2,143				2,129				2,143			0.9	%
American Optics Holdco, Inc. (g) (j)		L+6.50%		7.50	%		9/13/2017		9/13/2022			1,616				1,604				1,616			0.7	%
American Optics Holdco, Inc. (Revolver) (f) (g) (j)		L+6.50%		7.50	%		9/13/2017		9/13/2022			220				—				—			0.0	%
American Optics Holdco, Inc. (Revolver) (f) (g) (j)		L+6.50%		7.50	%		9/13/2017		9/13/2022			440				—				—			0.0	%
Apotheco, LLC		L+8.50%		6.50% Cash/ 3.00% PIK			4/8/2019		4/8/2024			3,568				3,523				3,312			1.4	%
Apotheco, LLC (Revolver)		L+8.50%		6.50% Cash/ 3.00% PIK			4/8/2019		4/8/2024			934				934				867			0.4	%
Brickell Bay Acquisition Corp.		L+7.00%		8.00	%		2/12/2021		2/12/2026			4,000				3,922				3,980			1.7	%
Brickell Bay Acquisition Corp. (Delayed Draw) (f) (h)		L+7.00%		8.00	%		2/12/2021		2/12/2026			800				—				—			0.0	%
Rockdale Blackhawk, LLC		n/a		n/a	(o)		3/31/2015		n/a	(p)		—				—				1,592			0.7	%
Seran BioScience, LLC		L+7.25%		8.25	%		12/31/2020		12/31/2025			2,500				2,453				2,497			1.0	%
Seran BioScience, LLC (Revolver) (f)		L+7.25%		8.25	%		12/31/2020		12/31/2025			444				—				—			0.0	%
												16,665				14,565				16,007			6.8	%

  

 

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

(unaudited)

March 31, 2021

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate			Acquisition Date (c)		Maturity			Principal			Amortized Cost				Fair Value (d)				% of Net Assets (e)
High Tech Industries
Arcstor Midco, LLC		L+7.00%		8.00	%		3/16/2021		3/16/2027			4,500			$	4,410			$	4,500			1.9	%
MarkLogic Corporation		L+8.00%		9.00	%		10/20/2020		10/20/2025			3,491				3,411				3,561			1.5	%
MarkLogic Corporation (Revolver) (f)		L+6.00%		7.00	%		10/20/2020		10/20/2025			269				—				—			0.0	%
Mindbody, Inc.		L+8.50%		8.00% Cash/ 1.50% PIK			2/15/2019		2/14/2025			6,413				6,327				6,201			2.6	%
Mindbody, Inc. (Revolver) (f)		L+8.00%		9.00	%		2/15/2019		2/14/2025			667				—				—			0.0	%
Newforma, Inc. (k)		L+5.00%		6.00	%		6/30/2017		6/30/2022			11,806				11,755				11,802			5.0	%
Newforma, Inc. (Revolver) (f)		L+5.00%		6.00	%		6/30/2017		6/30/2022			1,250				—				—			0.0	%
Planful, Inc.		L+6.50%		7.50	%		12/28/2018		12/30/2024			9,500				9,387				9,462			4.0	%
Planful, Inc. (Delayed Draw) (f) (h)		L+6.50%		7.50	%		1/11/2021		12/30/2024			1,325				442				440			0.2	%
Planful, Inc. (Revolver) (f)		L+6.50%		7.50	%		12/28/2018		12/30/2024			442				88				88			0.1	%
RPL Bidco Limited (g) (j) (q)		L+7.00%		7.50	%		11/9/2017		11/9/2023			14,488				13,821				14,485			6.1	%
RPL Bidco Limited (g) (j) (q)		L+7.00%		7.50	%		5/22/2018		11/9/2023			1,792				1,639				1,791			0.8	%
RPL Bidco Limited (g) (j) (q)		L+7.00%		7.50	%		3/3/2021		11/9/2023			1,240				1,256				1,240			0.5	%
RPL Bidco Limited (Revolver) (f) (g) (j) (q)		L+7.00%		7.50	%		11/9/2017		11/9/2023			551				—				—			0.0	%
												57,734				52,536				53,570			22.7	%
Hotels, Gaming & Leisure
Equine Network, LLC		L+8.00%		9.00	%		12/31/2020		12/31/2025			1,750				1,713				1,754			0.8	%
Equine Network, LLC		L+8.00%		9.00	%		1/29/2021		12/31/2025			794				778				796			0.3	%
Equine Network, LLC (Delayed Draw) (f) (h)		L+8.00%		9.00	%		12/31/2020		12/31/2025			427				—				—			0.0	%
Equine Network, LLC (Revolver) (f)		L+8.00%		9.00	%		12/31/2020		12/31/2025			171				—				—			0.0	%
												3,142				2,491				2,550			1.1	%
Media: Advertising, Printing & Publishing
AdTheorent Holding Company, LLC		L+8.50%		9.00	%		12/22/2016		12/22/2021			2,637				2,629				2,635			1.1	%
Destination Media, Inc. (k)		L+5.50%		6.50	%		4/7/2017		4/7/2022			4,225				4,209				4,225			1.8	%
Destination Media, Inc. (Revolver) (f)		L+5.50%		6.50	%		4/7/2017		4/7/2022			542				—				—			0.0	%
North Haven USHC Acquisition, Inc.		L+6.50%		7.50	%		10/30/2020		10/30/2025			2,494				2,449				2,519			1.1	%
North Haven USHC Acquisition, Inc. (Delayed Draw) (f) (h)		L+6.50%		7.50	%		3/12/2021		10/30/2025			721				—				—			0.0	%
North Haven USHC Acquisition, Inc. (Revolver) (f)		L+6.50%		7.50	%		10/30/2020		10/30/2025			240				—				—			0.0	%
Relevate Health Group, LLC		L+6.25%		7.25	%		11/20/2020		11/20/2025			1,500				1,472				1,530			0.6	%
Relevate Health Group, LLC (Delayed Draw) (f) (h)		L+6.25%		7.25	%		11/20/2020		11/20/2025			789				671				684			0.3	%
Relevate Health Group, LLC (Revolver) (f)		L+6.25%		7.25	%		11/20/2020		11/20/2025			316				—				—			0.0	%
Stratus Unlimited, LLC		L+7.00%		8.00	%		12/22/2017		8/30/2024			14,791				14,737				14,791			6.3	%
Stratus Unlimited, LLC (Revolver) (f)		L+7.00%		8.00	%		12/22/2017		8/30/2024			3,490				—				—			0.0	%
XanEdu Publishing, Inc.		L+6.50%		7.50	%		1/28/2020		1/28/2025			1,881				1,851				1,889			0.8	%
XanEdu Publishing, Inc. (Revolver) (f)		L+6.50%		7.50	%		1/28/2020		1/28/2025			495				—				—			0.0	%
												34,121				28,018				28,273			12.0	%
Media: Broadcasting & Subscription
Vice Group Holding, Inc.		L+12.00%		5.50% Cash/ 8.00% PIK			5/2/2019		11/2/2022			1,438				1,432				1,438			0.6	%
Vice Group Holding, Inc.		L+12.00%		5.50% Cash/ 8.00% PIK			11/4/2019		11/2/2022			276				273				276			0.1	%
Vice Group Holding, Inc.		L+12.00%		5.50% Cash/ 8.00% PIK			5/2/2019		11/2/2022			451				451				451			0.2	%
Vice Group Holding, Inc.		L+12.00%		5.50% Cash/ 8.00% PIK			5/2/2019		11/2/2022			170				170				170			0.1	%
												2,335				2,326				2,335			1.0	%
Media: Diversified & Production
Attom Intermediate Holdco, LLC		L+5.75%		6.75	%		1/4/2019		1/4/2024			1,955				1,932				1,934			0.8	%
Attom Intermediate Holdco, LLC		L+7.50%		8.75	%		6/25/2020		1/4/2024			476				469				491			0.2	%
Attom Intermediate Holdco, LLC (Revolver) (f)		L+5.75%		6.75	%		1/4/2019		1/4/2024			320				—				—			0.0	%
Crownpeak Technology, Inc.		L+6.25%		7.25	%		2/28/2019		2/28/2024			4,000				3,951				3,998			1.7	%
Crownpeak Technology, Inc.		L+6.25%		7.25	%		2/28/2019		2/28/2024			60				60				60			0.0	%
Crownpeak Technology, Inc. (Revolver) (f)		L+6.25%		7.25	%		2/28/2019		2/28/2024			167				—				—			0.0	%
												6,978				6,412				6,483			2.7	%
Retail
BLST Operating Company, LLC		L+9.00%		1.00% Cash/ 9.00% PIK	(m)		8/28/2020		8/28/2025			1,259				1,223				1,039			0.4	%
Forman Mills, Inc. (k)		L+9.50%		8.50% Cash/ 2.00% PIK			1/14/2020		12/30/2022			1,336				1,336				1,320			0.6	%
Forman Mills, Inc. (k)		L+9.50%		8.50% Cash/ 2.00% PIK			10/4/2016		12/30/2022			760				758				751			0.3	%
Forman Mills, Inc. (k)		L+9.50%		8.50% Cash/ 2.00% PIK			10/4/2016		12/30/2022			7,623				7,605				7,047			3.0	%
LuLu's Fashion Lounge, LLC		L+9.50%		8.00% Cash/ 2.50% PIK			8/21/2017		8/29/2022			4,055				4,015				3,467			1.5	%
The Worth Collection, Ltd. (k)		L+8.50%		9.00	% (m)		9/29/2016		9/29/2021			10,587				10,248				120			0.0	%
												25,620				25,185				13,744			5.8	%

  

 

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

(unaudited)

March 31, 2021

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate			Acquisition Date (c)		Maturity			Principal			Amortized Cost				Fair Value (d)				% of Net Assets (e)
Services: Business
Atlas Sign Industries of FLA, LLC (k)		L+11.50%		11.50% Cash/ 1.00% PIK			5/14/2018		5/15/2023			3,572			$	3,377			$	3,561			1.5	%
Burroughs, Inc. (k)		L+6.50%		7.50	%		12/22/2017		12/22/2022			5,726				5,687				5,726			2.4	%
Burroughs, Inc. (Revolver) (f)		L+6.50%		7.50	%		12/22/2017		12/22/2022			1,220				—				—			0.0	%
Certify, Inc.		L+5.75%		6.75	%		2/28/2019		2/28/2024			9,000				8,916				9,000			3.8	%
Certify, Inc.		L+5.75%		6.75	%		2/28/2019		2/28/2024			1,227				1,227				1,227			0.5	%
Certify, Inc. (Revolver) (f)		L+5.75%		6.75	%		2/28/2019		2/28/2024			409				102				102			0.0	%
HS4 Acquisitionco, Inc.		L+6.75%		7.75	%		7/9/2019		7/9/2025			10,050				9,897				9,950			4.2	%
HS4 Acquisitionco, Inc. (Revolver) (f)		L+6.75%		7.75	%		7/9/2019		7/9/2025			817				—				—			0.0	%
IT Global Holding, LLC		L+9.00%		10.00	%		11/15/2018		11/10/2023			7,625				7,534				7,625			3.2	%
IT Global Holding, LLC		L+9.00%		10.00	%		7/19/2019		11/10/2023			2,843				2,801				2,843			1.2	%
IT Global Holding, LLC (Revolver)		L+9.00%		10.00	%		11/15/2018		11/10/2023			875				875				875			0.4	%
RedZone Robotics, Inc.		L+7.25%		7.75% Cash/ 0.50% PIK			6/1/2018		6/5/2023			220				217				220			0.1	%
RedZone Robotics, Inc. (Revolver) (f)		L+7.25%		7.75% Cash/ 0.50% PIK			6/1/2018		6/5/2023			158				—				—			0.0	%
Security Services Acquisition Sub Corp. (k)		L+6.00%		7.00	%		2/15/2019		2/15/2024			3,430				3,389				3,433			1.5	%
Security Services Acquisition Sub Corp. (k)		L+6.00%		7.00	%		2/15/2019		2/15/2024			2,467				2,467				2,470			1.1	%
Security Services Acquisition Sub Corp. (k)		L+6.00%		7.00	%		2/15/2019		2/15/2024			2,167				2,167				2,170			0.9	%
Security Services Acquisition Sub Corp.		L+6.00%		7.00	%		2/15/2019		2/15/2024			1,559				1,559				1,560			0.7	%
VPS Holdings, LLC		L+7.00%		8.00	%		10/5/2018		10/4/2024			3,601				3,553				3,411			1.4	%
VPS Holdings, LLC		L+7.00%		8.00	%		10/5/2018		10/4/2024			2,939				2,939				2,784			1.2	%
VPS Holdings, LLC (Revolver) (f)		L+7.00%		8.00	%		10/5/2018		10/4/2024			1,000				100				95			0.1	%
												60,905				56,807				57,052			24.2	%
Services: Consumer
Express Wash Acquisition Company, LLC		L+6.50%		7.50	%		12/28/2020		12/26/2025			2,500				2,459				2,500			1.1	%
Express Wash Acquisition Company, LLC (Revolver) (f)		L+6.50%		7.50	%		12/28/2020		12/26/2025			1,000				150				150			0.1	%
IDIG Parent, LLC		L+6.50%		7.50	%		12/15/2020		12/15/2026			5,558				5,453				5,565			2.4	%
IDIG Parent, LLC (Delayed Draw) (f) (h)		L+6.50%		7.50	%		12/15/2020		12/15/2026			918				—				—			0.0	%
IDIG Parent, LLC (Revolver) (f)		L+6.50%		7.50	%		12/15/2020		12/15/2026			429				—				—			0.0	%
Mammoth Holdings, LLC		L+6.00%		7.00	%		10/16/2018		10/16/2023			1,955				1,933				1,957			0.8	%
Mammoth Holdings, LLC		L+6.00%		7.00	%		10/16/2018		10/16/2023			4,104				4,104				4,108			1.7	%
Mammoth Holdings, LLC (Delayed Draw) (f) (h)		L+6.00%		7.00	%		3/12/2021		10/16/2023			6,386				—				—			0.0	%
Mammoth Holdings, LLC (Revolver) (f)		L+6.00%		7.00	%		10/16/2018		10/16/2023			657				—				—			0.0	%
												23,507				14,099				14,280			6.1	%
Wholesale
Nearly Natural, Inc. (k)		L+6.75%		7.75	%		12/15/2017		12/15/2022			6,598				6,547				6,598			2.8	%
Nearly Natural, Inc.		L+6.75%		7.75	%		2/16/2021		12/15/2022			3,095				3,039				3,095			1.3	%
Nearly Natural, Inc. (k)		L+6.75%		7.75	%		9/22/2020		12/15/2022			1,706				1,681				1,706			0.7	%
Nearly Natural, Inc. (k)		L+6.75%		7.75	%		8/28/2019		12/15/2022			1,858				1,858				1,858			0.8	%
Nearly Natural, Inc. (Revolver) (f)		L+6.75%		7.75	%		12/15/2017		12/15/2022			2,397				639				639			0.3	%
												15,654				13,764				13,896			5.9	%
Total Non-Controlled/Non-Affiliate Senior Secured Loans												365,526				320,473				305,360			129.3	%
Unitranche Secured Loans (r)
Chemicals, Plastics & Rubber
MFG Chemical, LLC (k)		L+9.00%		10.00	%		6/23/2017		6/23/2022			9,232				9,192				9,232			3.9	%
MFG Chemical, LLC		L+9.00%		10.00	%		3/15/2018		6/23/2022			976				976				976			0.4	%
												10,208				10,168				10,208			4.3	%
Healthcare & Pharmaceuticals
Priority Ambulance, LLC (s)		L+5.75%		6.75	%		7/18/2018		4/12/2022			10,015				10,015				9,965			4.2	%
Priority Ambulance, LLC (t)		L+5.75%		6.75	%		4/12/2017		4/12/2022			1,253				1,244				1,247			0.5	%
Priority Ambulance, LLC		L+5.75%		6.75	%		12/13/2018		4/12/2022			668				668				665			0.3	%
Priority Ambulance, LLC (Delayed Draw) (f) (h)		L+5.75%		6.75	%		10/22/2020		4/12/2022			1,009				—				—			0.0	%
												12,945				11,927				11,877			5.0	%
High Tech Industries
Energy Services Group, LLC		L+8.42%		9.42	%		5/4/2017		5/4/2022			3,892				3,878				3,892			1.6	%
Energy Services Group, LLC (g) (q)		L+8.42%		9.42	%		5/4/2017		5/4/2022			4,832				4,639				4,832			2.0	%
Energy Services Group, LLC		L+8.42%		9.42	%		5/4/2017		5/4/2022			1,108				1,094				1,108			0.5	%
WillowTree, LLC		L+5.50%		6.50	%		10/9/2018		10/9/2023			7,790				7,713				7,716			3.3	%
												17,622				17,324				17,548			7.4	%
Telecommunications
VB E1, LLC (Delayed Draw) (f) (h)		L+8.50%		9.00	%		11/18/2020		11/18/2026			2,250				1,100				1,102			0.5	%
												2,250				1,100				1,102			0.5	%
Total Non-Controlled/Non-Affiliate Unitranche Secured Loans												43,025				40,519				40,735			17.2	%
Junior Secured Loans
Beverage, Food & Tobacco
California Pizza Kitchen, Inc.		L+13.50%		1.00% Cash/ 14.00% PIK	(m)		8/19/2016		5/23/2025			1,264				1,264				1,235			0.5	%
CSM Bakery Solutions, LLC		L+10.00%		11.00	%		5/23/2013		2/4/2022			6,116				6,116				6,065			2.6	%
												7,380				7,380				7,300			3.1	%
Capital Equipment
ALTA Enterprises, LLC (g)		L+8.00%		9.80	%		2/14/2020		8/13/2025			3,783				3,672				3,934			1.7	%
												3,783				3,672				3,934			1.7	%
Services: Consumer
Education Corporation of America		L+11.00%		5.70% Cash/ 5.50% PIK	(m)		9/3/2015		n/a	(p)		833				831				765			0.3	%
												833				831				765			0.3	%
Total Non-Controlled/Non-Affiliate Junior Secured Loans												11,996				11,883				11,999			5.1	%

 

 

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

(unaudited)

March 31, 2021

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate			Acquisition Date (c)		Maturity			Principal			Amortized Cost				Fair Value (d)				% of Net Assets (e)
Equity Securities (u) (ah)
Banking, Finance, Insurance & Real Estate
J2 BWA Funding, LLC (0.7% profit sharing) (g) (v)		—		—	(w)		12/24/2020		—			—			$	—			$	—			0.0	%
PKS Holdings, LLC (5,680 preferred units) (g)		n/a		5.00% PIK			11/30/2017		—			—				58				222			0.1	%
PKS Holdings, LLC (5,714 preferred units) (g)		n/a		5.00% PIK			11/30/2017		—			—				9				34			0.0	%
PKS Holdings, LLC (132 preferred units) (g)		n/a		5.00% PIK			11/30/2017		—			—				1				5			0.0	%
PKS Holdings, LLC (916 preferred units) (g)		n/a		5.00% PIK			11/30/2017		—			—				9				34			0.0	%
																77				295			0.1	%
Beverage, Food & Tobacco
California Pizza Kitchen, Inc. (78,699 preferred units)		—		—	(w)		8/19/2016		—			—				5,468				1,790			0.8	%
																5,468				1,790			0.8	%
Capital Equipment
MCP Shaw Acquisitionco, LLC (118,906 Class A-2 units) (v)		—		—	(w)		2/28/2020		—			—				119				156			0.1	%
																119				156			0.1	%
Chemicals, Plastics & Rubber
Valudor Products, LLC (501,014 Class A-1 units) (v)		n/a		10.00% PIK	(m)		6/18/2018		—			—				501				—			0.0	%
																501				—			0.0	%
Environmental Industries
Quest Resource Holding Corporation (warrant to purchase up to 0.2% of the equity)		—		—	(w)		10/19/2020		3/19/2028			—				67				122			0.1	%
																67				122			0.1	%
Healthcare & Pharmaceuticals
Seran BioScience, LLC (33,333 common units) (v)		—		—	(w)		12/31/2020		—			—				333				385			0.2	%
																333				385			0.2	%
High Tech Industries
Answers Finance, LLC (76,539 shares of common stock)		—		—	(w)		4/14/2017		—			—				2,284				43			0.0	%
MarkLogic Corporation (290,239 Class A units)		—		—	(w)		10/20/2020		—			—				290				465			0.2	%
Planful, Inc. (473,082 Class A units)		n/a		8.00% PIK			12/28/2018		—			—				473				591			0.2	%
Recorded Future, Inc. (80,486 Class A units) (x)		—		—	(w)		7/3/2019		—			—				81				158			0.1	%
																3,128				1,257			0.5	%
Hotels, Gaming & Leisure
Equine Network, LLC (99 Class A units) (v)		n/a		10.00% PIK			12/31/2020		—			—				99				101			0.0	%
																99				101			0.0	%
Media: Advertising, Printing & Publishing
AdTheorent Holding Company, LLC (128,866 Class A voting units)		—		—	(w)		12/22/2016		—			—				129				537			0.2	%
InMobi Pte, Ltd. (warrant to purchase up to 2.8% of the equity) (g) (j)		—		—	(w)		9/18/2015		9/18/2025			—				—				1,626			0.7	%
Relevate Health Group, LLC (40 preferred units)		n/a		12.00% PIK			11/20/2020		—			—				40				40			0.0	%
Relevate Health Group, LLC (40 Class B common units)		—		—	(w)		11/20/2020		—			—				—				3			0.0	%
Stratus Unlimited, LLC (686 shares of common units)		—		—	(w)		8/30/2019		—			—				872				1,065			0.5	%
XanEdu Publishing, Inc. (49,479 Class A units)		n/a		8.00% PIK			1/28/2020		—			—				49				79			0.0	%
																1,090				3,350			1.4	%
Media: Diversified & Production
Attom Intermediate Holdco, LLC (297,197 Class A units) (v)		—		—	(w)		1/4/2019		—			—				297				406			0.2	%
																297				406			0.2	%
Retail
BLST Operating Company, LLC (139,883 Class A units) (v)		—		—	(w)		8/28/2020		—			—				1,072				122			0.1	%
Forman Mills, Inc. (warrant to purchase up to 2.6% of the equity)		—		—	(w)		1/14/2020		1/14/2029			—				—				82			0.0	%
The Tie Bar Operating Company, LLC - Class A preferred units (1,275 units)		—		—	(w)		6/25/2013		—			—				87				4			0.0	%
The Tie Bar Operating Company, LLC - Class B preferred units (1,275 units)		—		—	(w)		6/25/2013		—			—				—				—			0.0	%
																1,159				208			0.1	%
Services: Business
APCO Worldwide, Inc. (100 Class A voting common stock)		—		—	(w)		11/1/2017		—			—				395				433			0.2	%
Atlas Sign Industries of FLA, LLC (warrant to purchase up to 3.0% of the equity)		—		—	(w)		5/14/2018		5/14/2026			—				125				179			0.1	%
																520				612			0.3	%
Services: Consumer
IDIG Parent, LLC (245,958 shares of common stock) (v) (y)		—		—	(w)		1/4/2021		—			—				248				268			0.0	%
Education Corporation of America - Series G Preferred Stock (8,333 shares)		n/a		12.00% PIK	(m)		9/3/2015		—			—				7,492				5,117			2.2	%
Express Wash Acquisition Company, LLC (100,000 Class A units) (v)		n/a		8.00% PIK			12/28/2020		—			—				100				126			0.1	%
																7,840				5,511			2.3	%
Wholesale
Nearly Natural, Inc. (152,174 Class A units)		—		—	(w)		12/15/2017		—			—				152				206			0.1	%
																152				206			0.1	%
Total Non-Controlled/Non-Affiliate Equity Securities																20,850				14,399			6.1	%
Total Non-Controlled/Non-Affiliate Company Investments															$	393,725			$	372,493			157.7	%
Non-Controlled Affiliate Company Investments (z)
Senior Secured Loans
Banking, Finance, Insurance & Real Estate
American Community Homes, Inc.		L+10.00%		11.50% PIK			7/22/2014		12/31/2021			9,585			$	9,585			$	9,585			4.1	%
American Community Homes, Inc.		L+14.50%		16.00% PIK			7/22/2014		12/31/2021			4,212				4,212				4,212			1.8	%
American Community Homes, Inc.		L+10.00%		11.50% PIK			5/24/2017		12/31/2021			581				581				581			0.3	%
American Community Homes, Inc.		L+10.00%		11.50% PIK			8/10/2018		12/31/2021			2,136				2,136				3,131			1.3	%
American Community Homes, Inc.		L+10.00%		11.50% PIK			3/29/2019		12/31/2021			3,955				3,955				3,997			1.7	%
American Community Homes, Inc.		L+10.00%		11.50% PIK			9/30/2019		12/31/2021			19				19				19			0.0	%
American Community Homes, Inc.		L+10.00%		11.50% PIK			12/30/2019		12/31/2021			91				91				91			0.0	%
HFZ Capital Group, LLC (g) (aa)		L+12.50%		14.00% PIK			10/20/2017		n/a	(p)		13,242				13,242				14,275			6.0	%
HFZ Capital Group, LLC (g) (aa)		L+12.50%		14.00% PIK			10/20/2017		n/a	(p)		4,758				4,758				5,129			2.2	%
MC Asset Management (Corporate), LLC (g)		L+15.00%		16.00% PIK			1/26/2021		1/26/2024			6,423				6,423				6,423			2.7	%
MC Asset Management (Industrial), LLC (g) (aa)		L+17.00%		18.00% PIK			6/11/2019		10/30/2024			10,799				10,793				11,579			4.9	%
												55,801				55,795				59,022			25.0	%

   

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

(unaudited)

March 31, 2021

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate			Acquisition Date (c)		Maturity			Principal			Amortized Cost				Fair Value (d)				% of Net Assets (e)
Beverage, Food & Tobacco
TJ Management HoldCo, LLC (Revolver) (f) (l)		L+5.50%		6.50	%		9/9/2020		6/30/2024			795			$	—			$	—			0.0	%
												795				—				—			0.0	%
Healthcare & Pharmaceuticals
Ascent Midco, LLC (k)		L+5.50%		6.50	%		2/5/2020		2/5/2025			6,912				6,803				6,981			3.0	%
Ascent Midco, LLC (Delayed Draw) (f) (h) (k)		L+5.50%		6.50	%		2/5/2020		2/5/2025			2,838				—				—			0.0	%
Ascent Midco, LLC (Revolver) (f)		L+5.50%		6.50	%		2/5/2020		2/5/2025			1,129				—				—			0.0	%
SHI Holdings, Inc. (k)		L+10.75%		10.90% PIK	(m)		7/10/2014		n/a	(p)		2,899				2,897				115			0.0	%
SHI Holdings, Inc. (Revolver) (f)		L+10.75%		10.90% PIK	(m)		7/10/2014		n/a	(p)		4,667				4,585				182			0.1	%
												18,445				14,285				7,278			3.1	%
High Tech Industries
Mnine Holdings, Inc.		L+8.00%		4.00% Cash/ 5.00% PIK			11/2/2018		12/30/2022			11,915				11,823				12,511			5.3	%
												11,915				11,823				12,511			5.3	%
Retail
Luxury Optical Holdings Co.		L+8.00%		9.00% PIK	(m)		9/12/2014		12/15/2021			1,481				1,481				1,442			0.6	%
Luxury Optical Holdings Co. (Delayed Draw) (f) (h)		L+11.50%		12.50	%(m)		9/29/2017		12/15/2021			3,565				1,461				1,506			0.7	%
Luxury Optical Holdings Co. (Revolver)		L+8.00%		9.00% PIK	(m)		9/12/2014		12/15/2021			68				68				66			0.0	%
												5,114				3,010				3,014			1.3	%
Services: Business
Curion Holdings, LLC (k)		n/a		14.00% PIK	(m)		5/2/2017		5/2/2022			4,226				4,189				3,585			1.5	%
Curion Holdings, LLC (Revolver) (f)		n/a		14.00% PIK	(m)		5/2/2017		5/2/2022			871				836				822			0.4	%
												5,097				5,025				4,407			1.9	%
Services: Consumer
NECB Collections, LLC (Revolver) (f)		L+11.00%		12.00% PIK	(m)		6/25/2019		6/30/2021			1,356				1,312				807			0.4	%
												1,356				1,312				807			0.4	%
Total Non-Controlled Affiliate Senior Secured Loans												98,523				91,250				87,039			36.9	%
Unitranche Secured Loans (r)
Consumer Goods: Non-Durable
Incipio, LLC (ab)		L+8.50%		9.50% PIK	(m)		12/26/2014		8/22/2022			14,701				14,677				—			0.0	%
Incipio, LLC (ac)		L+8.50%		9.50% PIK	(m)		3/9/2018		8/22/2022			4,326				4,326				2,088			0.9	%
Incipio, LLC		L+8.50%		9.50% PIK	(m)		7/6/2018		8/22/2022			1,833				1,833				1,741			0.7	%
Incipio, LLC		L+8.50%		9.50% PIK	(m)		1/15/2020		8/22/2022			1,543				1,543				1,465			0.6	%
Incipio, LLC		L+8.50%		9.50% PIK	(m)		4/17/2019		8/22/2022			772				772				734			0.3	%
Incipio, LLC		L+8.50%		9.50% PIK	(m)		7/8/2020		8/22/2022			1,615				1,615				1,535			0.7	%
												24,790				24,766				7,563			3.2	%
Total Non-Controlled Affiliate Unitranche Secured Loans												24,790				24,766				7,563			3.2	%
Junior Secured Loans
Consumer Goods: Non-Durable
Incipio, LLC (ad)		n/a		10.70% PIK	(m)		6/18/2018		8/22/2022			3,766				—				—			0.0	%
Incipio, LLC (ae)		n/a		10.70% PIK	(m)		6/18/2018		8/22/2022			7,194				—				—			0.0	%
												10,960				—				—			0.0	%
Services: Business
Curion Holdings, LLC (k)		n/a		15.00% PIK	(m)		8/17/2018		1/2/2023			1,720				1				—			0.0	%
Curion Holdings, LLC (k)		n/a		15.00% PIK	(m)		8/17/2018		1/2/2023			44				—				—			0.0	%
												1,764				1				—			0.0	%
Total Non-Controlled Affiliate Company Junior Secured Loans												12,724				1				—			0.0	%
Equity Securities (z) (ah)
Banking, Finance, Insurance & Real Estate
American Community Homes, Inc. (warrant to purchase up to 22.3% of the equity)		—		—	(w)		10/9/2014		12/18/2024			—				—				286			0.1	%
MC Asset Management (Corporate), LLC (15.9% of interests) (g) (v) (aa)		—		—	(w)		6/11/2019		—			—				793				576			0.3	%
																793				862			0.4	%
Beverage, Food & Tobacco
TJ Management HoldCo, LLC (16 shares of common stock) (l) (v)		—		—	(w)		9/9/2020		—			—				2,386				3,285			1.4	%
																2,386				3,285			1.4	%
Consumer Goods: Non-Durable
Incipio, LLC (1,774 shares of Series C common units) (v)		—		—	(w)		7/6/2018		—			—				—				—			0.0	%
																—				—			0.0	%
Healthcare & Pharmaceuticals
Ascent Midco, LLC (2,032,258 Class A units) (v)		n/a		8.00% PIK			2/5/2020		—			—				2,032				3,282			1.4	%
Familia Dental Group Holdings, LLC (1,052 Class A units) (v) (af)		—		—	(w)		4/8/2016		—			—				3,602				3,350			1.4	%
SHI Holdings, Inc. (24 shares of common stock)		—		—	(w)		12/14/2016		—			—				27				—			0.0	%
																5,661				6,632			2.8	%
High Tech Industries
Mnine Holdings, Inc. (6,400 Class B units)		—		—	(w)		6/30/2020		—			—				—				—			0.0	%
																—				—			0.0	%
Retail
Luxury Optical Holdings Co. (91 preferred units)		n/a		15.00% PIK	(m)		9/12/2014		—			—				3,631				2,438			1.0	%
Luxury Optical Holdings Co. (86 shares of common stock)		—		—	(w)		9/29/2017		—			—				—				—			0.0	%
																3,631				2,438			1.0	%
Services: Business
Curion Holdings, LLC (58,779 shares of common stock)		—		—	(w)		8/17/2018		—			—				—				—			0.0	%
																—				—			0.0	%
Services: Consumer
NECB Collections, LLC (20.8% of units) (v)		—		—	(w)		6/21/2019		—			—				1,458				—			0.0	%
																1,458				—			0.0	%
Total Non-Controlled Affiliate Equity Securities																13,929				13,217			5.6	%
Total Non-Controlled Affiliate Company Investments															$	129,946			$	107,819			45.7	%
Controlled Affiliate Company Investments (ag)
Equity Securities
Investment Funds & Vehicles
MRCC Senior Loan Fund I, LLC (50.0% of the equity interests) (g)		—		—			10/31/2017		—			—			$	42,150			$	41,067			17.4	%
Total Controlled Affiliate Equity Securities																42,150				41,067			17.4	%
Total Controlled Affiliate Company Investments															$	42,150			$	41,067			17.4	%
TOTAL INVESTMENTS															$	565,821			$	521,379			220.8	%

 

 

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

(unaudited)

March 31, 2021

(in thousands, except for shares and units)

 

Derivative Instruments

 

Foreign currency forward contracts

 

		Notional Amount				Notional Amount						Settlement		Unrealized Gain
Description		to be Purchased				to be Sold				Counterparty		Date		(Loss)
Foreign currency forward contract		$	103			£	84			Bannockburn Global Forex, LLC		4/2/2021		$	(13	)
Foreign currency forward contract		$	271			£	212			Bannockburn Global Forex, LLC		6/1/2021			(21	)
Foreign currency forward contract		$	33			£	26			Bannockburn Global Forex, LLC		6/1/2021			(3	)
Foreign currency forward contract		$	23			£	16			Bannockburn Global Forex, LLC		6/3/2021			—
Foreign currency forward contract		$	103			£	83			Bannockburn Global Forex, LLC		7/2/2021			(12	)
Foreign currency forward contract		$	1,256			£	900			Bannockburn Global Forex, LLC		7/2/2021			16
Foreign currency forward contract		$	102			£	83			Bannockburn Global Forex, LLC		10/4/2021			(12	)
Foreign currency forward contract		$	101			£	82			Bannockburn Global Forex, LLC		1/3/2022			(12	)
Foreign currency forward contract		$	97			£	79			Bannockburn Global Forex, LLC		4/4/2022			(12	)
Foreign currency forward contract		$	36			£	29			Bannockburn Global Forex, LLC		5/6/2022			(4	)
Foreign currency forward contract		$	137			AUD	173			Bannockburn Global Forex, LLC		4/20/2021			5
Foreign currency forward contract		$	75			AUD	95			Bannockburn Global Forex, LLC		5/18/2021			3
Foreign currency forward contract		$	86			AUD	108			Bannockburn Global Forex, LLC		6/17/2021			3
Foreign currency forward contract		$	77			AUD	98			Bannockburn Global Forex, LLC		7/16/2021			3
Foreign currency forward contract		$	80			AUD	102			Bannockburn Global Forex, LLC		8/17/2021			3
Foreign currency forward contract		$	85			AUD	108			Bannockburn Global Forex, LLC		9/16/2021			3
Foreign currency forward contract		$	83			AUD	105			Bannockburn Global Forex, LLC		10/19/2021			3
Foreign currency forward contract		$	75			AUD	95			Bannockburn Global Forex, LLC		11/16/2021			3
Foreign currency forward contract		$	85			AUD	108			Bannockburn Global Forex, LLC		12/16/2021			3
Foreign currency forward contract		$	91			AUD	115			Bannockburn Global Forex, LLC		1/19/2022			3
Foreign currency forward contract		$	75			AUD	95			Bannockburn Global Forex, LLC		2/16/2022			3
Foreign currency forward contract		$	75			AUD	95			Bannockburn Global Forex, LLC		3/16/2022			3
Foreign currency forward contract		$	83			AUD	105			Bannockburn Global Forex, LLC		4/19/2022			3
Foreign currency forward contract		$	77			AUD	98			Bannockburn Global Forex, LLC		5/17/2022			3
Foreign currency forward contract		$	88			AUD	112			Bannockburn Global Forex, LLC		6/17/2022			3
Foreign currency forward contract		$	77			AUD	98			Bannockburn Global Forex, LLC		7/18/2022			3
Foreign currency forward contract		$	77			AUD	98			Bannockburn Global Forex, LLC		8/16/2022			2
Foreign currency forward contract		$	88			AUD	112			Bannockburn Global Forex, LLC		9/16/2022			3
Foreign currency forward contract		$	88			AUD	112			Bannockburn Global Forex, LLC		10/19/2022			3
Foreign currency forward contract		$	74			AUD	95			Bannockburn Global Forex, LLC		11/16/2022			2
Foreign currency forward contract		$	80			AUD	102			Bannockburn Global Forex, LLC		12/16/2022			2
Foreign currency forward contract		$	87			AUD	112			Bannockburn Global Forex, LLC		1/18/2023			3
Foreign currency forward contract		$	77			AUD	98			Bannockburn Global Forex, LLC		2/16/2023			2
Foreign currency forward contract		$	74			AUD	95			Bannockburn Global Forex, LLC		3/16/2023			2
Foreign currency forward contract		$	93			AUD	118			Bannockburn Global Forex, LLC		4/20/2023			3
Foreign currency forward contract		$	63			AUD	81			Bannockburn Global Forex, LLC		5/16/2023			2
Foreign currency forward contract		$	90			AUD	115			Bannockburn Global Forex, LLC		6/19/2023			2
Foreign currency forward contract		$	77			AUD	98			Bannockburn Global Forex, LLC		7/18/2023			2
Foreign currency forward contract		$	82			AUD	105			Bannockburn Global Forex, LLC		8/16/2023			2
Foreign currency forward contract		$	82			AUD	105			Bannockburn Global Forex, LLC		9/18/2023			2
Foreign currency forward contract		$	84			AUD	108			Bannockburn Global Forex, LLC		10/18/2023			2
Foreign currency forward contract		$	77			AUD	98			Bannockburn Global Forex, LLC		11/16/2023			2
Foreign currency forward contract		$	79			AUD	102			Bannockburn Global Forex, LLC		12/18/2023			2
Foreign currency forward contract		$	84			AUD	108			Bannockburn Global Forex, LLC		1/17/2024			2
Foreign currency forward contract		$	79			AUD	102			Bannockburn Global Forex, LLC		2/16/2024			2
Foreign currency forward contract		$	76			AUD	98			Bannockburn Global Forex, LLC		3/18/2024			2
Foreign currency forward contract		$	8,365			AUD	10,746			Bannockburn Global Forex, LLC		3/18/2024			200
														$	221

 

 

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

(unaudited)

March 31, 2021

(in thousands, except for shares and units)

 

(a)	All of the Company's investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”), unless otherwise noted. All of the Company's investments are issued by U.S. portfolio companies unless otherwise noted.
(b)	The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at March 31, 2021. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap. Certain investments contain a payment-in-kind (“PIK”) provision.
(c)	Except as otherwise noted, all of the Company’s portfolio company investments, which as of March 31, 2021 represented 220.8% of the Company’s net assets or 95.8% of the Company’s total assets, are subject to legal restrictions on sales.
(d)	Because there is no readily available market value for these investments, the fair value of these investments is determined in good faith using significant unobservable inputs by the Company's board of directors as required by the 1940 Act. (See Note 4 in the accompanying notes to the consolidated financial statements.)
(e)	Percentages are based on net assets of $236,163 as of March 31, 2021.
(f)	All or a portion of this commitment was unfunded at March 31, 2021. As such, interest is earned only on the funded portion of this commitment.
(g)	This investment is treated as a non-qualifying investment under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2021, non-qualifying assets totaled 23.3% of the Company’s total assets.
(h)	This delayed draw loan requires that certain financial covenants be met by the portfolio company prior to any fundings.
(i)	This loan is denominated in Australian dollars and is translated into U.S. dollars as of the valuation date.
(j)	This is an international company.
(k)	All of this loan is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(l)	During the three months ended September 30, 2020, the senior secured lender group of Toojay’s Management, LLC (“Toojay’s OldCo”) established TJ Management HoldCo, LLC (“Toojay’s NewCo”) in order to acquire certain of the assets of Toojay’s OldCo as part of a bankruptcy restructuring. The Company owns 15.9% of the equity in Toojay’s NewCo. Toojay’s NewCo credit bid a portion of the senior secured debt in Toojay’s OldCo to acquire certain assets of Toojay’s OldCo which constitute the ongoing operations of the portfolio company. The Company’s portion of this credit bid was $2,386, and as such the Company's outstanding senior secured debt investment in Toojay’s OldCo was reduced by the amount of the credit bid and the Company’s cost basis of its new equity investment in Toojay’s NewCo was increased by the amount of the credit bid. While the Company still has loans outstanding at Toojay’s OldCo, the Company has valued these positions at zero as of March 31, 2021.
(m)	This position was on non-accrual status as of March 31, 2021, meaning that the Company has ceased accruing interest income on the position. See Note 2 in the accompanying notes to the consolidated financial statements for additional information on the Company’s accounting policies.
(n)	This investment represents a note convertible to preferred shares of the borrower.
(o)	In May 2020, an arbitrator issued a final award in favor of the estate of Rockdale Blackhawk, LLC (the “Estate”) in the legal proceeding between the Estate and a national insurance carrier. The Company's share of the net proceeds from the award exceeded the contractual obligations due to the Company as a result of the Company’s right to receive excess proceeds pursuant to the terms of a sharing agreement between the lenders and the Estate. As of March 31, 2021, the Company has this remaining investment in Rockdale associated with residual proceeds currently expected from the Estate. This investment is a non-income producing security.
(p)	This is a demand note with no stated maturity.
(q)	This loan is denominated in Great Britain pounds and is translated into U.S. dollars as of the valuation date.
(r)	The Company structures its unitranche secured loans as senior secured loans. The Company obtains security interests in the assets of these portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of a portfolio company. Generally, the Company syndicates a “first out” portion of the loan to an investor and retains a "last out” portion of the loan, in which case the “first out” portion of the loan will generally receive priority with respect to payments of principal, interest and any other amounts due thereunder. Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and the Company’s unitranche secured loans will expose the Company to the risks associated with second lien and subordinated loans and may limit the Company’s recourse or ability to recover collateral upon a portfolio company’s bankruptcy. Unitranche secured loans typically provide for moderate loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity. Unitranche secured loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. In many cases the Company, together with its affiliates, are the sole or majority lender of these unitranche secured loans, which can afford the Company additional influence with a borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.

(s)	A portion of this loan (principal of $9,258) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(t)	A portion of this loan (principal of $525) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(u)	Represents less than 5% ownership of the portfolio company’s voting securities.
(v)	Investment is held by a taxable subsidiary of the Company. See Note 2 in the accompanying notes to the consolidated financial statements for additional information on the Company’s wholly-owned taxable subsidiaries.
(w)	Represents a non-income producing security.
(x)	As of March 31, 2021, the Company was party to a subscription agreement with a commitment to fund an additional equity investment of $16.
(y)	As of March 31, 2021, the Company was party to a subscription agreement with a commitment to fund an equity investment of $43.
(z)	As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of the portfolio company as it owns 5% or more of the portfolio company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemed to control).
(aa)	The Company restructured its investments in HFZ Capital Group LLC (“HFZ”) and HFZ Member RB portfolio, LLC (“Member RB”) during the three months ended December 31, 2020. As part of the restructuring of HFZ, the Company obtained a 15.9% equity interest in MC Asset Management (Corporate), LLC (“Corporate”). As part of the Member RB restructuring, the Company exchanged its loan in Member RB for a promissory note in MC Asset Management (Industrial), LLC (“Industrial”). Corporate owns 100% of the equity of Industrial. In conjunction with these restructurings, the Company participated $4,758 of principal of its loan to HFZ as an equity contribution to Industrial. This participation did not qualify for sale accounting under ASC Topic 860 – Transfers and Servicing because the sale did not meet the definition of a “participating interest”, as defined in the guidance, in order for sale treatment to be allowed. As a result, the Company continues to reflect its full investment in HFZ but has split the loan into two investments.
(ab)	A portion of this loan (principal of $5,390) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(ac)	A portion of this loan (principal of $55) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(ad)	A portion of this loan (principal of $1,015) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(ae)	A portion of this loan (principal of $1,938) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(af)	As of March 31, 2021, the Company was party to a subscription agreement with a commitment to fund an additional equity investment of $611.
(ag)	As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and to “Control” this portfolio company as it owns more than 25% of the portfolio company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to control.
(ah)	Ownership of certain equity investments may occur through a holding company or partnership.
n/a - not applicable

 

  

MONROE CAPITAL CORPORATION 

CONSOLIDATED SCHEDULE OF INVESTMENTS 

December 31, 2020 

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate				Acquisition Date (c)		Maturity				Principal				Amortized Cost				Fair Value (d)				% of Net Assets (e)
Non-Controlled/Non-Affiliate Company Investments
Senior Secured Loans
Automotive
Hastings Manufacturing Company		L+8.25%			9.25	%		4/24/2018			4/24/2023				2,820			$	2,790			$	2,829				1.2	%
Magneto & Diesel Acquisition, Inc.		L+6.05%			7.10	%		12/18/2018			12/18/2023				4,876				4,820				4,876				2.1	%
Magneto & Diesel Acquisition, Inc.		L+6.05%			7.10	%		7/6/2020			12/18/2023				1,918				1,885				1,932				0.8	%
Magneto & Diesel Acquisition, Inc. (Revolver) (f)		L+6.05%			7.10	%		12/18/2018			12/18/2023				500				—				—				0.0	%
															10,114				9,495				9,637				4.1	%
Banking, Finance, Insurance & Real Estate
777 SPV I, LLC (g)		L+8.50%			10.25	%		4/15/2019			4/14/2023				4,665				4,628				4,760				2.0	%
J2 BWA Funding, LLC (Delayed Draw) (f) (g) (h)		n/a			10.00	%		12/24/2020			12/24/2026				2,750				—				—				0.0	%
Liftforward SPV II, LLC (g)		L+10.75%			11.25	%		11/10/2016			6/30/2021				2,057				2,057				1,929				0.8	%
NCBP Property, LLC (g)		L+9.50%			10.50	%		12/18/2020			12/16/2022				1,950				1,931				1,931				0.8	%
US Claims Litigation Funding, LLC (Revolver) (f) (g)		L+8.75%			9.75	%		11/30/2020			11/29/2024				1,500				850				850				0.4	%
															12,922				9,466				9,470				4.0	%
Beverage, Food & Tobacco
LX/JT Intermediate Holdings, Inc. (j)		L+6.00%			7.50	%		3/11/2020			3/11/2025				9,732				9,564				9,567				4.1	%
LX/JT Intermediate Holdings, Inc. (Revolver) (f)		L+6.00%			7.50	%		3/11/2020			3/11/2025				833				—				—				0.0	%
Toojay’s Management, LLC (k)		n/a			n/a	(l)		10/26/2018			10/26/2022				1,448				1,407				—				0.0	%
Toojay’s Management, LLC (k)		n/a			n/a	(l)		10/26/2018			10/26/2022				199				199				—				0.0	%
Toojay’s Management, LLC (Revolver) (k)		n/a			n/a	(l)		10/26/2018			10/26/2022				66				66				—				0.0	%
															12,278				11,236				9,567				4.1	%
Capital Equipment
MCP Shaw Acquisitionco, LLC (j)		L+6.50%			7.50	%		2/28/2020			11/28/2025				9,924				9,752				9,721				4.2	%
MCP Shaw Acquisitionco, LLC (Revolver) (f)		L+6.50%			7.50	%		2/28/2020			11/28/2025				1,784				—				—				0.0	%
															11,708				9,752				9,721				4.2	%
Chemicals, Plastics & Rubber
Midwest Composite Technologies, LLC (j)		L+6.75%			7.75	%		12/2/2019			8/31/2023				14,925				14,701				14,926				6.4	%
Midwest Composite Technologies, LLC		L+6.75%			7.75	%		8/31/2018			8/31/2023				887				876				887				0.4	%
Midwest Composite Technologies, LLC (Delayed Draw) (f) (h)		L+6.75%			7.75	%		8/31/2018			8/31/2023				509				179				179				0.1	%
Midwest Composite Technologies, LLC (Revolver) (f)		L+6.75%			7.75	%		8/31/2018			8/31/2023				90				—				—				0.0	%
Valudor Products, LLC		L+7.50%			7.00% Cash / 1.50% PIK			6/18/2018			6/19/2023				1,561				1,543				1,702				0.7	%
Valudor Products, LLC (m)		L+7.50%			8.50% PIK			6/18/2018			6/19/2023				217				214				—				0.0	%
Valudor Products, LLC (Revolver) (f)		L+9.50%			10.50	%		6/18/2018			6/19/2023				818				549				521				0.2	%
															19,007				18,062				18,215				7.8	%
Construction & Building
Cali Bamboo, LLC		L+9.50%			8.00% Cash/ 2.50% PIK			7/10/2015			3/31/2022				6,859				6,857				6,859				2.9	%
Cali Bamboo, LLC (Revolver) (f)		L+9.50%			8.00% Cash/ 2.50% PIK			7/10/2015			3/31/2022				2,165				—				—				0.0	%
Dude Solutions Holdings, Inc.		L+7.50%			8.50	%		6/14/2019			6/13/2025				9,975				9,794				9,950				4.3	%
Dude Solutions Holdings, Inc. (Revolver) (f)		L+7.50%			8.50	%		6/14/2019			6/13/2025				1,304				—				—				0.0	%
															20,303				16,651				16,809				7.2	%
Consumer Goods: Durable
Franchise Group Intermediate Holdco, LLC		L+8.00%			9.50	%		2/24/2020			2/14/2025				3,425				3,366				3,382				1.4	%
Nova Wildcat Amerock, LLC		L+5.25%			6.25	%		10/12/2018			10/12/2023				9,009				8,897				9,009				3.9	%
Nova Wildcat Amerock, LLC (Revolver) (f)		L+5.25%			6.25	%		10/12/2018			10/12/2023				931				—				—				0.0	%
Parterre Flooring & Surface Systems, LLC (j)		L+9.00%			10.00	%(l)		8/22/2017			8/22/2022				7,613				7,533				2,351				1.0	%
Parterre Flooring & Surface Systems, LLC (Revolver)		L+9.00%			10.00	%(l)		8/22/2017			8/22/2022				696				696				215				0.1	%
															21,674				20,492				14,957				6.4	%
Consumer Goods: Non-Durable
Thrasio, LLC		L+7.00%			8.00	%		12/18/2020			12/18/2026				1,500				1,463				1,463				0.6	%
Thrasio, LLC (Delayed Draw) (f) (h)		L+7.00%			8.00	%		12/18/2020			12/18/2026				990				—				—				0.0	%
															2,490				1,463				1,463				0.6	%
Environmental Industries
Quest Resource Management Group, LLC		L+8.50%			9.75	%		10/19/2020			10/20/2025				1,000				933				979				0.4	%
Quest Resource Management Group, LLC (Delayed Draw) (f) (h)		L+8.50%			9.75	%		10/19/2020			10/20/2025				1,087				—				—				0.0	%
StormTrap, LLC		L+5.50%			6.50	%		12/10/2018			12/8/2023				7,840				7,751				7,840				3.4	%
StormTrap, LLC (Revolver) (f)		L+5.50%			6.50	%		12/10/2018			12/8/2023				432				—				—				0.0	%
Synergy Environmental Corporation (j)		L+6.00%			7.00	%		4/29/2016			9/29/2023				2,885				2,874				2,888				1.2	%
Synergy Environmental Corporation (j)		L+6.00%			7.00	%		4/29/2016			9/29/2023				482				481				483				0.2	%
Synergy Environmental Corporation		L+6.00%			7.00	%		4/29/2016			9/29/2023				823				823				824				0.4	%
Synergy Environmental Corporation (Revolver) (f)		L+6.00%			7.00	%		4/29/2016			9/29/2023				671				67				67				0.0	%
															15,220				12,929				13,081				5.6	%

  

   

MONROE CAPITAL CORPORATION 

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued) 

December 31, 2020 

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate				Acquisition Date (c)		Maturity				Principal				Amortized Cost				Fair Value (d)				% of Net Assets (e)
Healthcare & Pharmaceuticals
American Optics Holdco, Inc. (g) (n)		L+6.50%			7.50	%		9/13/2017			9/13/2022				2,165			$	2,148			$	2,165				0.9	%
American Optics Holdco, Inc. (g) (n)		L+6.50%			7.50	%		9/13/2017			9/13/2022				1,637				1,622				1,637				0.7	%
American Optics Holdco, Inc. (Revolver) (f) (g) (n)		L+6.50%			7.50	%		9/13/2017			9/13/2022				220				—				—				0.0	%
American Optics Holdco, Inc. (Revolver) (f) (g) (n)		L+6.50%			7.50	%		9/13/2017			9/13/2022				440				—				—				0.0	%
Apotheco, LLC		L+8.50%			6.50% Cash / 3.00% PIK			4/8/2019			4/8/2024				3,541				3,491				3,315				1.4	%
Apotheco, LLC (Revolver)		L+8.50%			6.50% Cash / 3.00% PIK			4/8/2019			4/8/2024				927				927				868				0.4	%
Rockdale Blackhawk, LLC		n/a			n/a	(o)		3/31/2015			n/a	(i)			—				—				1,592				0.7	%
Seran BioScience, LLC		L+7.25%			8.25	%		12/31/2020			12/31/2025				2,500				2,450				2,450				1.0	%
Seran BioScience, LLC (Revolver) (f)		L+7.25%			8.25	%		12/31/2020			12/31/2025				444				—				—				0.0	%
															11,874				10,638				12,027				5.1	%
High Tech Industries
MarkLogic Corporation		L+8.00%			9.00	%		10/20/2020			10/20/2025				3,500				3,415				3,544				1.5	%
MarkLogic Corporation (Revolver) (f)		L+8.00%			9.00	%		10/20/2020			10/20/2025				269				—				—				0.0	%
Mindbody, Inc.		L+8.50%			8.00% Cash / 1.50% PIK			2/15/2019			2/14/2025				6,389				6,297				6,143				2.6	%
Mindbody, Inc. (Revolver) (f)		L+8.00%			9.00	%		2/15/2019			2/14/2025				667				—				—				0.0	%
Newforma, Inc. (j)		L+5.00%			6.00	%		6/30/2017			6/30/2022				11,899				11,836				11,899				5.1	%
Newforma, Inc. (Revolver) (f)		L+5.00%			6.00	%		6/30/2017			6/30/2022				1,250				—				—				0.0	%
Planful, Inc. (fka Host Analytics, Inc.)		L+6.00%			7.00	%		12/28/2018			12/28/2023				9,500				9,375				9,443				4.0	%
Planful, Inc. (fka Host Analytics, Inc.) (Revolver) (f)		L+6.00%			7.00	%		12/28/2018			12/28/2023				442				88				88				0.0	%
RPL Bidco Limited (g) (n) (p)		L+7.50%			8.00	%		11/9/2017			11/9/2023				14,429				13,867				14,429				6.2	%
RPL Bidco Limited (g) (n) (p)		L+7.50%			8.00	%		5/22/2018			11/9/2023				1,777				1,639				1,777				0.8	%
RPL Bidco Limited (Revolver) (f) (g) (n) (p)		L+7.50%			8.00	%		11/9/2017			11/9/2023				547				—				—				0.0	%
															50,669				46,517				47,323				20.2	%
Hotels, Gaming & Leisure
Equine Network, LLC		L+8.00%			9.00	%		12/31/2020			12/31/2025				1,750				1,711				1,711				0.7	%
Equine Network, LLC (Delayed Draw) (f) (h)		L+8.00%			9.00	%		12/31/2020			12/31/2025				427				—				—				0.0	%
Equine Network, LLC (Revolver) (f)		L+8.00%			9.00	%		12/31/2020			12/31/2025				171				—				—				0.0	%
															2,348				1,711				1,711				0.7	%
Media: Advertising, Printing & Publishing
AdTheorent Holding Company, LLC		L+8.50%			9.00	%		12/22/2016			12/22/2021				2,700				2,687				2,683				1.2	%
Destination Media, Inc. (j)		L+5.50%			6.50	%		4/7/2017			4/7/2022				4,324				4,304				4,315				1.8	%
Destination Media, Inc. (Revolver)		L+5.50%			6.50	%		4/7/2017			4/7/2022				542				542				542				0.2	%
North Haven USHC Acquisition, Inc.		L+6.50%			7.50	%		10/30/2020			10/30/2025				2,500				2,451				2,525				1.1	%
North Haven USHC Acquisition, Inc. (Revolver) (f)		L+6.50%			7.50	%		10/30/2020			10/30/2025				240				—				—				0.0	%
Relevate Health Group, LLC		L+6.25%			7.25	%		11/20/2020			11/20/2025				1,500				1,470				1,506				0.6	%
Relevate Health Group, LLC (Delayed Draw) (f) (h)		L+6.25%			7.25	%		11/20/2020			11/20/2025				789				671				674				0.3	%
Relevate Health Group, LLC (Revolver) (f)		L+6.25%			7.25	%		11/20/2020			11/20/2025				316				—				—				0.0	%
Stratus Unlimited, LLC (fka MC Sign Lessor Corp.)		L+7.00%			8.00	%		12/22/2017			8/30/2024				15,563				15,498				15,465				6.6	%
Stratus Unlimited, LLC (fka MC Sign Lessor Corp.) (Revolver) (f)		L+7.00%			8.00	%		12/22/2017			8/30/2024				3,490				—				—				0.0	%
XanEdu Publishing, Inc.		L+6.50%			7.50	%		1/28/2020			1/28/2025				1,886				1,854				1,890				0.8	%
XanEdu Publishing, Inc. (Revolver) (f)		L+6.50%			7.50	%		1/28/2020			1/28/2025				495				197				197				0.1	%
															34,345				29,674				29,797				12.7	%
Media: Broadcasting & Subscription
Vice Group Holding, Inc.		L+12.00%			5.50% Cash/ 8.00% PIK			5/2/2019			11/2/2022				1,355				1,348				1,372				0.6	%
Vice Group Holding, Inc.		L+12.00%			5.50% Cash/ 8.00% PIK			11/4/2019			11/2/2022				260				257				263				0.1	%
Vice Group Holding, Inc.		L+12.00%			5.50% Cash/ 8.00% PIK			5/2/2019			11/2/2022				425				425				430				0.2	%
Vice Group Holding, Inc.		L+12.00%			5.50% Cash/ 8.00% PIK			5/2/2019			11/2/2022				160				160				162				0.1	%
															2,200				2,190				2,227				1.0	%
Media: Diversified & Production
Attom Intermediate Holdco, LLC		L+5.75%			6.75	%		1/4/2019			1/4/2024				1,960				1,935				1,927				0.8	%
Attom Intermediate Holdco, LLC		L+7.50%			8.75	%		6/25/2020			1/4/2024				478				469				492				0.2	%
Attom Intermediate Holdco, LLC (Revolver) (f)		L+5.75%			6.75	%		1/4/2019			1/4/2024				320				—				—				0.0	%
Crownpeak Technology, Inc.		L+6.25%			7.25	%		2/28/2019			2/28/2024				4,000				3,946				3,962				1.7	%
Crownpeak Technology, Inc.		L+6.25%			7.25	%		2/28/2019			2/28/2024				60				60				59				0.0	%
Crownpeak Technology, Inc. (Revolver) (f)		L+6.25%			7.25	%		2/28/2019			2/28/2024				167				—				—				0.0	%
															6,985				6,410				6,440				2.7	%
Retail
BLST Operating Company, LLC (fka Bluestem Brands, Inc.)		L+8.50%			1.00% Cash/ 9.00% PIK	(l)		8/28/2020			8/28/2025				1,259				1,254				1,039				0.4	%
Forman Mills, Inc. (j)		L+9.50%			8.50% Cash/ 2.00% PIK			1/14/2020			12/30/2022				1,308				1,308				1,292				0.5	%
Forman Mills, Inc. (j)		L+9.50%			8.50% Cash/ 2.00% PIK			10/4/2016			12/30/2022				744				741				735				0.3	%
Forman Mills, Inc. (j)		L+9.50%			8.50% Cash/ 2.00% PIK			10/4/2016			12/30/2022				7,459				7,429				6,944				3.0	%
LuLu’s Fashion Lounge, LLC		L+9.50%			8.00% Cash/ 2.50% PIK			8/21/2017			8/29/2022				4,123				4,074				3,525				1.5	%
The Worth Collection, Ltd. (j)		L+8.50%			9.00	%(l)		9/29/2016			9/29/2021				10,587				10,248				120				0.1	%
															25,480				25,054				13,655				5.8	%

  

   

MONROE CAPITAL CORPORATION 

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued) 

December 31, 2020 

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate				Acquisition Date (c)		Maturity				Principal				Amortized Cost				Fair Value (d)				% of Net Assets (e)
Services: Business
Arcserve (USA), LLC		L+6.00%			7.00	%		5/1/2019			5/1/2024				4,634			$	4,567			$	4,644				2.0	%
Atlas Sign Industries of FLA, LLC (j)		L+11.50%			11.50% Cash/ 1.00% PIK			5/14/2018			5/15/2023				3,563				3,368				3,324				1.4	%
Burroughs, Inc. (j)		L+7.50%			8.50	%		12/22/2017			12/22/2022				5,726				5,681				5,726				2.4	%
Burroughs, Inc. (Revolver) (f)		L+7.50%			8.50	%		12/22/2017			12/22/2022				1,220				170				170				0.1	%
Certify, Inc.		L+5.75%			6.75	%		2/28/2019			2/28/2024				9,000				8,907				9,000				3.8	%
Certify, Inc.		L+5.75%			6.75	%		2/28/2019			2/28/2024				1,227				1,227				1,227				0.5	%
Certify, Inc. (Revolver) (f)		L+5.75%			6.75	%		2/28/2019			2/28/2024				409				102				102				0.0	%
HS4 Acquisitionco, Inc.		L+6.75%			7.75	%		7/9/2019			7/9/2025				10,050				9,887				9,929				4.2	%
HS4 Acquisitionco, Inc. (Revolver) (f)		L+6.75%			7.75	%		7/9/2019			7/9/2025				817				—				—				0.0	%
IT Global Holding, LLC		L+9.00%			10.00	%		11/15/2018			11/10/2023				9,975				9,845				9,794				4.2	%
IT Global Holding, LLC		L+9.00%			10.00	%		7/19/2019			11/10/2023				3,719				3,661				3,651				1.6	%
IT Global Holding, LLC (Revolver)		L+9.00%			10.00	%		11/15/2018			11/10/2023				875				875				875				0.4	%
Madison Logic, Inc. (j)		L+7.50%			8.00	%		11/30/2016			11/30/2021				9,080				9,037				9,080				3.9	%
Madison Logic, Inc. (Revolver) (f)		L+7.50%			8.00	%		11/30/2016			11/30/2021				988				—				—				0.0	%
RedZone Robotics, Inc.		L+7.25%			7.75% Cash/ 0.50% PIK			6/1/2018			6/5/2023				591				585				556				0.2	%
RedZone Robotics, Inc. (Revolver) (f)		L+6.75%			7.75	%		6/1/2018			6/5/2023				158				—				—				0.0	%
Security Services Acquisition Sub Corp. (j)		L+6.00%			7.00	%		2/15/2019			2/15/2024				3,439				3,394				3,442				1.5	%
Security Services Acquisition Sub Corp. (j)		L+6.00%			7.00	%		2/15/2019			2/15/2024				2,473				2,473				2,476				1.1	%
Security Services Acquisition Sub Corp. (j)		L+6.00%			7.00	%		2/15/2019			2/15/2024				2,180				2,180				2,182				0.9	%
Security Services Acquisition Sub Corp.		L+6.00%			7.00	%		2/15/2019			2/15/2024				1,563				1,563				1,564				0.7	%
VPS Holdings, LLC		L+7.00%			8.00	%		10/5/2018			10/4/2024				3,663				3,611				3,469				1.5	%
VPS Holdings, LLC		L+7.00%			8.00	%		10/5/2018			10/4/2024				2,989				2,989				2,831				1.2	%
VPS Holdings, LLC (Revolver) (f)		L+7.00%			8.00	%		10/5/2018			10/4/2024				1,000				100				95				0.0	%
															79,339				74,222				74,137				31.6	%
Services: Consumer
Express Wash Acquisition Company, LLC		L+6.50%			7.50	%		12/28/2020			12/26/2025				2,500				2,456				2,456				1.0	%
Express Wash Acquisition Company, LLC (Revolver) (f)		L+6.50%			7.50	%		12/28/2020			12/26/2025				1,000				—				—				0.0	%
IDIG Parent, LLC (q)		L+6.50%			7.50	%		12/15/2020			12/15/2026				10,200				9,997				9,996				4.3	%
IDIG Parent, LLC (Delayed Draw) (f) (h)		L+6.50%			7.50	%		12/15/2020			12/15/2026				1,684				—				—				0.0	%
IDIG Parent, LLC (Revolver) (f)		L+6.50%			7.50	%		12/15/2020			12/15/2026				723				—				—				0.0	%
Mammoth Holdings, LLC		L+6.00%			7.00	%		10/16/2018			10/16/2023				1,960				1,936				1,949				0.8	%
Mammoth Holdings, LLC		L+6.00%			7.00	%		10/16/2018			10/16/2023				4,115				4,115				4,092				1.8	%
Mammoth Holdings, LLC (Revolver) (f)		L+6.00%			7.00	%		10/16/2018			10/16/2023				500				—				—				0.0	%
															22,682				18,504				18,493				7.9	%
Wholesale
Nearly Natural, Inc. (j)		L+6.75%			7.75	%		12/15/2017			12/15/2022				6,685				6,625				6,650				2.9	%
Nearly Natural, Inc. (j)		L+6.75%			7.75	%		9/22/2020			12/15/2022				1,728				1,698				1,719				0.7	%
Nearly Natural, Inc. (j)		L+6.75%			7.75	%		8/28/2019			12/15/2022				1,882				1,882				1,872				0.8	%
Nearly Natural, Inc. (Revolver) (f)		L+6.75%			7.75	%		12/15/2017			12/15/2022				2,397				959				959				0.4	%
															12,692				11,164				11,200				4.8	%
Total Non-Controlled/Non-Affiliate Senior Secured Loans															374,330				335,630				319,930				136.5	%
Unitranche Secured Loans (r)
Banking, Finance, Insurance & Real Estate
Kudu Investment Holdings, LLC (g)		L+5.75%			6.75	%		12/23/2019			12/23/2025				7,932				7,849				7,971				3.4	%
Kudu Investment Holdings, LLC (Delayed Draw) (f) (g) (h)		L+5.75%			6.75	%		12/23/2019			12/23/2025				2,357				448				451				0.2	%
															10,289				8,297				8,422				3.6	%
Chemicals, Plastics & Rubber
MFG Chemical, LLC (j)		L+6.00%			6.50	%		6/23/2017			6/23/2022				9,232				9,184				8,627				3.7	%
MFG Chemical, LLC		L+6.00%			6.50	%		3/15/2018			6/23/2022				976				976				912				0.4	%
															10,208				10,160				9,539				4.1	%
Consumer Goods: Durable
RugsUSA, LLC		L+6.00%			7.00	%		5/2/2018			4/28/2023				3,937				3,918				3,936				1.7	%
															3,937				3,918				3,936				1.7	%
Healthcare & Pharmaceuticals
Priority Ambulance, LLC (s)		L+6.50%			7.50	%		7/18/2018			4/12/2022				10,015				10,015				9,930				4.2	%
Priority Ambulance, LLC (t)		L+6.50%			7.50	%		4/12/2017			4/12/2022				1,253				1,242				1,243				0.5	%
Priority Ambulance, LLC		L+6.50%			7.50	%		12/13/2018			4/12/2022				672				672				666				0.3	%
Priority Ambulance, LLC (Delayed Draw) (f) (h)		L+6.50%			7.50	%		10/22/2020			4/12/2022				1,009				—				—				0.0	%
															12,949				11,929				11,839				5.0	%
High Tech Industries
Energy Services Group, LLC		L+8.42%			9.42	%		5/4/2017			5/4/2022				3,948				3,930				3,948				1.7	%
Energy Services Group, LLC (g) (p)		L+8.42%			9.42	%		5/4/2017			5/4/2022				4,861				4,699				4,861				2.0	%
Energy Services Group, LLC		L+8.42%			9.42	%		5/4/2017			5/4/2022				1,124				1,110				1,124				0.5	%
WillowTree, LLC		L+5.50%			6.50	%		10/9/2018			10/9/2023				7,840				7,755				7,707				3.3	%
															17,773				17,494				17,640				7.5	%
Telecommunications
VB E1, LLC (Delayed Draw) (f) (h)		L+8.50%			9.00	%		11/18/2020			11/18/2026				2,250				1,100				1,100				0.5	%
															2,250				1,100				1,100				0.5	%
Total Non-Controlled/Non-Affiliate Unitranche Secured Loans															57,406				52,898				52,476				22.4	%

 

  

MONROE CAPITAL CORPORATION 

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued) 

December 31, 2020 

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate				Acquisition Date (c)		Maturity				Principal				Amortized Cost				Fair Value (d)				% of Net Assets (e)
Junior Secured Loans
Beverage, Food & Tobacco
California Pizza Kitchen, Inc.		L+12.50%			1.00% Cash/ 14.00% PIK	(l)		8/19/2016			5/23/2025				1,264			$	1,264			$	1,011				0.4	%
CSM Bakery Solutions, LLC		L+7.75%			8.75	%		5/23/2013			2/4/2022				5,954				5,954				5,909				2.5	%
															7,218				7,218				6,920				2.9	%
Capital Equipment
ALTA Enterprises, LLC (g)		L+8.00%			9.80	%		2/14/2020			8/13/2025				3,850				3,732				3,886				1.7	%
															3,850				3,732				3,886				1.7	%
High Tech Industries
Micro Holdings Corp.		L+7.50%			7.65	%		8/16/2017			8/18/2025				3,000				2,981				3,024				1.3	%
															3,000				2,981				3,024				1.3	%
Services: Consumer
Education Corporation of America		L+11.00%			5.75% Cash/ 5.50% PIK	(l)		9/3/2015			n/a	(i)			833				831				762				0.3	%
															833				831				762				0.3	%
Total Non-Controlled/Non-Affiliate Junior Secured Loans															14,901				14,762				14,592				6.2	%
Equity Securities (u) (v)
Banking, Finance, Insurance & Real Estate
J2 BWA Funding, LLC (0.7% profit sharing) (g)		—			—	(w)		12/24/2020			—				—				—				—				0.0	%
PKS Holdings, LLC (5,680 preferred units) (g)		n/a			5.00% PIK			11/30/2017			—				—				58				214				0.1	%
PKS Holdings, LLC (5,714 preferred units) (g)		n/a			5.00% PIK			11/30/2017			—				—				9				33				0.0	%
PKS Holdings, LLC (132 preferred units) (g)		n/a			5.00% PIK			11/30/2017			—				—				1				5				0.0	%
PKS Holdings, LLC (916 preferred units) (g)		n/a			5.00% PIK			11/30/2017			—				—				9				33				0.0	%
																			77				285				0.1	%
Beverage, Food & Tobacco
California Pizza Kitchen, Inc. (78,699 preferred units)		—			—	(w)		8/19/2016			—				—				5,468				866				0.4	%
																			5,468				866				0.4	%
Capital Equipment
MCP Shaw Acquisitionco, LLC (118,906 Class A-2 units)		—			—	(w)		2/28/2020			—				—				119				143				0.1	%
																			119				143				0.1	%
Chemicals, Plastics & Rubber
Valudor Products, LLC (501,014 Class A-1 units)		n/a			10.00% PIK	(l)		6/18/2018			—				—				501				—				0.0	%
																			501				—				0.0	%
Environmental Industries
Quest Resource Holding Corporation (warrant to purchase up to 0.2% of the equity)		—			—	(w)		10/19/2020			3/19/2028				—				67				87				0.0	%
																			67				87				0.0	%
Healthcare & Pharmaceuticals
Seran BioScience, LLC (33,333 common units)		—			—	(w)		12/31/2020			—				—				333				333				0.1	%
																			333				333				0.1	%
High Tech Industries
Answers Finance, LLC (76,539 shares of common stock)		—			—	(w)		4/14/2017			—				—				2,344				54				0.0	%
MarkLogic Corporation (289,941 Class A units)		—			—	(w)		10/20/2020			—				—				290				286				0.1	%
Planful, Inc. (fka Host Analytics, Inc.) (473,082 Class A units)		n/a			8.00% PIK			12/28/2018			—				—				473				603				0.3	%
Recorded Future, Inc. (80,486 Class A units) (x)		—			—	(w)		7/3/2019			—				—				81				131				0.1	%
																			3,188				1,074				0.5	%
Hotels, Gaming & Leisure
Equine Network, LLC (60 Class A units)		n/a			10.00% PIK			12/31/2020			—				—				60				60				0.0	%
																			60				60				0.0	%
Media: Advertising, Printing & Publishing
AdTheorent Holding Company, LLC (128,866 Class A voting units)		—			—	(w)		12/22/2016			—				—				129				445				0.2	%
InMobi Pte, Ltd. (warrant to purchase up to 2.8% of the equity) (g) (n)		—			—	(w)		9/18/2015			9/18/2025				—				—				203				0.1	%
Relevate Health Group, LLC (40 preferred units)		n/a			12.00% PIK			11/20/2020			—				—				40				40				0.0	%
Relevate Health Group, LLC (40 Class B common units)		—			—	(w)		11/20/2020			—				—				—				1				0.0	%
Stratus Unlimited, LLC (fka MC Sign Lessor Corp.) (686 shares of common units)		—			—	(w)		8/30/2019			—				—				872				996				0.4	%
XanEdu Publishing, Inc. (49,479 Class A units)		n/a			8.00% PIK			1/28/2020			—				—				49				71				0.0	%
																			1,090				1,756				0.7	%
Media: Diversified & Production
Attom Intermediate Holdco, LLC (297,197 Class A units)		—			—	(w)		1/4/2019			—				—				297				371				0.2	%
																			297				371				0.2	%
Retail
BLST Operating Company, LLC (fka Bluestem Brands, Inc.) (139,883 Class A units)		—			—	(w)		8/28/2020			—				—				1,072				140				0.1	%
Forman Mills, Inc. (warrant to purchase up to 2.6% of the equity)		—			—	(w)		1/14/2020			1/14/2029				—				—				48				0.0	%
The Tie Bar Operating Company, LLC - Class A preferred units (1,275 units)		—			—	(w)		6/25/2013			—				—				87				4				0.0	%
The Tie Bar Operating Company, LLC - Class B preferred units (1,275 units)		—			—	(w)		6/25/2013			—				—				—				—				0.0	%
																			1,159				192				0.1	%
Services: Business
APCO Worldwide, Inc. (100 Class A voting common stock)		—			—	(w)		11/1/2017			—				—				395				433				0.2	%
Atlas Sign Industries of FLA, LLC (warrant to purchase up to 0.8% of the equity)		—			—	(w)		5/14/2018			5/14/2026				—				125				35				0.0	%
																			520				468				0.2	%
Services: Consumer
Education Corporation of America - Series G preferred stock (8,333 shares)		n/a			12.00% PIK	(l)		9/3/2015			—				—				7,492				5,117				2.2	%
Express Wash Acquisition Company, LLC (100,000 Class A units)		n/a			8.00% PIK			12/28/2020			—				—				100				100				0.0	%
																			7,592				5,217				2.2	%

  

   

MONROE CAPITAL CORPORATION 

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued) 

December 31, 2020 

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate				Acquisition Date (c)		Maturity				Principal				Amortized Cost				Fair Value (d)				% of Net Assets (e)
Wholesale
Nearly Natural, Inc. (152,174 Class A units)		—			—	(w)		12/15/2017			—				—			$	152			$	190				0.1	%
																			152				190				0.1	%
Total Non-Controlled/Non-Affiliate Equity Securities																			20,623				11,042				4.7	%
Total Non-Controlled/Non-Affiliate Company Investments																		$	423,913			$	398,040				169.8	%
Non-Controlled Affiliate Company Investments (y)
Senior Secured Loans
Banking, Finance, Insurance & Real Estate
American Community Homes, Inc.		L+10.00%			11.50% PIK			7/22/2014			2/26/2021				9,401			$	9,401			$	9,401				4.0	%
American Community Homes, Inc.		L+14.50%			16.00% PIK			7/22/2014			2/26/2021				6,239				6,239				6,239				2.7	%
American Community Homes, Inc.		L+14.50%			16.00% PIK			3/17/2016			2/26/2021				825				825				825				0.4	%
American Community Homes, Inc.		L+10.00%			11.50% PIK			5/24/2017			2/26/2021				570				570				570				0.2	%
American Community Homes, Inc.		L+14.50%			16.00% PIK			5/24/2017			2/26/2021				335				335				335				0.2	%
American Community Homes, Inc.		L+10.00%			11.50% PIK			8/10/2018			2/26/2021				2,095				2,095				2,915				1.2	%
American Community Homes, Inc.		L+10.00%			11.50% PIK			3/29/2019			2/26/2021				3,879				3,879				3,879				1.7	%
American Community Homes, Inc.		L+10.00%			11.50% PIK			9/30/2019			2/26/2021				18				18				18				0.0	%
American Community Homes, Inc.		L+10.00%			11.50% PIK			12/30/2019			2/26/2021				89				89				89				0.0	%
HFZ Capital Group, LLC (g) (af)		L+12.50%			14.00% PIK			10/20/2017			n/a	(i)			13,242				13,242				13,106				5.6	%
HFZ Capital Group, LLC (g) (af)		L+12.50%			14.00% PIK			10/20/2017			n/a	(i)			4,758				4,758				4,709				2.0	%
MC Asset Management (Industrial), LLC (g) (af)		L+17.00%			18.00% PIK			6/11/2019			10/30/2024				10,702				10,695				11,579				4.9	%
															52,153				52,146				53,665				22.9	%
Beverage, Food & Tobacco
TJ Management HoldCo, LLC (Revolver) (f) (k)		L+5.50%			6.50	%		9/9/2020			9/8/2023				795				—				—				0.0	%
															795				—				—				0.0	%
Containers, Packaging & Glass
Summit Container Corporation		L+8.00%			9.00	%		12/5/2013			3/31/2021				3,259				3,269				3,204				1.4	%
Summit Container Corporation (Revolver) (f)		L+8.00%			9.00	%		6/15/2018			3/31/2021				6,015				1,657				1,654				0.7	%
															9,274				4,926				4,858				2.1	%
Healthcare & Pharmaceuticals
Ascent Midco, LLC (j)		L+5.50%			6.50	%		2/5/2020			2/5/2025				6,930				6,814				6,997				3.0	%
Ascent Midco, LLC (Delayed Draw) (f) (h) (j)		L+5.50%			6.50	%		2/5/2020			2/5/2025				2,838				—				—				0.0	%
Ascent Midco, LLC (Revolver) (f)		L+5.50%			6.50	%		2/5/2020			2/5/2025				1,129				—				—				0.0	%
SHI Holdings, Inc. (j)		L+10.75%			10.90% PIK	(l)		7/10/2014			n/a	(i)			2,899				2,897				188				0.1	%
SHI Holdings, Inc. (Revolver) (f)		L+10.75%			10.90% PIK	(l)		7/10/2014			n/a	(i)			4,667				4,585				297				0.1	%
															18,463				14,296				7,482				3.2	%
High Tech Industries
Mnine Holdings, Inc.		L+8.00%			4.00% Cash/ 5.00% PIK			11/2/2018			12/30/2022				11,768				11,665				12,356				5.3	%
															11,768				11,665				12,356				5.3	%
Retail
Luxury Optical Holdings Co.		L+8.00%			9.00% PIK	(l)		9/12/2014			12/15/2021				1,481				1,481				1,430				0.6	%
Luxury Optical Holdings Co. (Delayed Draw) (f) (h)		L+11.50%			12.50	%(l)		9/29/2017			12/15/2021				3,565				624				624				0.3	%
Luxury Optical Holdings Co. (Revolver)		L+8.00%			9.00% PIK	(l)		9/12/2014			12/15/2021				68				68				66				0.0	%
															5,114				2,173				2,120				0.9	%
Services: Business
Curion Holdings, LLC (j)		n/a			14.00% PIK	(l)		5/2/2017			5/2/2022				4,226				4,189				3,159				1.4	%
Curion Holdings, LLC (Revolver) (f)		n/a			14.00% PIK	(l)		5/2/2017			5/2/2022				871				836				820				0.3	%
															5,097				5,025				3,979				1.7	%
Services: Consumer
NECB Collections, LLC (Revolver) (f)		L+11.00%			12.00% PIK	(l)		6/25/2019			6/30/2021				1,356				1,312				834				0.3	%
															1,356				1,312				834				0.3	%
Total Non-Controlled Affiliate Senior Secured Loans															104,020				91,543				85,294				36.4	%
Unitranche Secured Loans (r)
Consumer Goods: Non-Durable
Incipio, LLC (z)		L+8.50%			9.50% PIK	(l)		12/26/2014			8/22/2022				14,701				14,677				1,764				0.8	%
Incipio, LLC (aa)		L+8.50%			9.50% PIK			3/9/2018			8/22/2022				4,278				4,278				4,227				1.8	%
Incipio, LLC		L+8.50%			9.50% PIK			7/6/2018			8/22/2022				1,818				1,818				1,805				0.8	%
Incipio, LLC		L+8.50%			9.50% PIK			1/15/2020			8/22/2022				1,530				1,530				1,519				0.6	%
Incipio, LLC		L+8.50%			9.50% PIK			4/17/2019			8/22/2022				766				766				761				0.3	%
Incipio, LLC (Delayed Draw) (f) (h)		L+8.50%			9.50% PIK			7/8/2020			8/22/2022				2,525				1,498				1,488				0.6	%
															25,618				24,567				11,564				4.9	%
Total Non-Controlled Affiliate Unitranche Secured Loans															25,618				24,567				11,564				4.9	%
Junior Secured Loans
Consumer Goods: Non-Durable
Incipio, LLC (ab)		n/a			10.70% PIK	(l)		6/18/2018			8/22/2022				3,766				—				—				0.0	%
Incipio, LLC (ac)		n/a			10.70% PIK	(l)		6/18/2018			8/22/2022				7,194				—				—				0.0	%
															10,960				—				—				0.0	%

  

   

MONROE CAPITAL CORPORATION 

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued) 

December 31, 2020 

(in thousands, except for shares and units)

 

Portfolio Company (a)		Spread Above  Index (b)		Interest Rate				Acquisition Date (c)		Maturity				Principal				Amortized Cost				Fair Value (d)				% of Net Assets (e)
Services: Business
Curion Holdings, LLC (j)		n/a			15.00% PIK	(l)		8/17/2018			1/2/2023				1,720			$	1			$	—				0.0	%
Curion Holdings, LLC (j)		n/a			15.00% PIK	(l)		8/17/2018			1/2/2023				44				—				—				0.0	%
															1,764				1				—				0.0	%
Total Non-Controlled Affiliate Company Junior Secured Loans															12,724				1				—				0.0	%
Equity Securities (v) (y)
Banking, Finance, Insurance & Real Estate
American Community Homes, Inc. (warrant to purchase up to 22.3% of the equity)		—			—	(w)		10/9/2014			12/18/2024				—				—				—				0.0	%
MC Asset Management (Corporate), LLC (15.9% of interests) (g) (af)		—			—	(w)		6/11/2019			—				—				793				785				0.3	%
																			793				785				0.3	%
Beverage, Food & Tobacco
TJ Management HoldCo, LLC (16 shares of common stock) (k)		—			—	(w)		9/9/2020			—				—				2,386				3,323				1.4	%
																			2,386				3,323				1.4	%
Consumer Goods: Non-Durable
Incipio, LLC (1,774 shares of Series C common units)		—			—	(w)		7/6/2018			—				—				—				—				0.0	%
																			—				—				0.0	%
Containers, Packaging & Glass
Summit Container Corporation (warrant to purchase up to 19.5% of the equity)		—			—	(w)		1/6/2014			1/6/2024				—				—				139				0.1	%
																			—				139				0.1	%
Healthcare & Pharmaceuticals
Ascent Midco, LLC (2,032,258 Class A units)		n/a			8.00% PIK			2/5/2020			—				—				2,032				3,016				1.3	%
Familia Dental Group Holdings, LLC (1,052 Class A units) (ad)		—			—	(w)		4/8/2016			—				—				3,602				3,118				1.3	%
SHI Holdings, Inc. (24 shares of common stock)		—			—	(w)		12/14/2016			—				—				27				—				0.0	%
																			5,661				6,134				2.6	%
High Tech Industries
Mnine Holdings, Inc. (6,400 Class B units)		—			—	(w)		6/30/2020			—				—				—				—				0.0	%
																			—				—				0.0	%
Retail
Luxury Optical Holdings Co. (91 preferred units)		n/a			15.00% PIK	(l)		9/12/2014			—				—				3,631				2,476				1.1	%
Luxury Optical Holdings Co. (86 shares of common stock)		—			—	(w)		9/29/2017			—				—				—				—				0.0	%
																			3,631				2,476				1.1	%
Services: Business
Curion Holdings, LLC (58,779 shares of common stock)		—			—	(w)		8/17/2018			—				—				—				—				0.0	%
																			—				—				0.0	%
Services: Consumer
NECB Collections, LLC (20.8% of units)		—			—	(w)		6/21/2019			—				—				1,458				—				0.0	%
																			1,458				—				0.0	%
Total Non-Controlled Affiliate Equity Securities																			13,929				12,857				5.5	%
Total Non-Controlled Affiliate Company Investments																		$	130,040			$	109,715				46.8	%
Controlled Affiliate Company Investments (ae)
Equity Securities
Investment Funds & Vehicles
MRCC Senior Loan Fund I, LLC (50.0% of the equity interests) (g)		—			—			10/31/2017			—				—			$	42,150			$	39,284				16.7	%
Total Controlled Affiliate Equity Securities																			42,150				39,284				16.7	%
Total Controlled Affiliate Company Investments																		$	42,150			$	39,284				16.7	%
TOTAL INVESTMENTS																		$	596,103			$	547,039				233.3	%

  

  

MONROE CAPITAL CORPORATION 

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued) 

December 31, 2020 

(in thousands, except for shares and units)

 

Derivative Instruments

 

Foreign currency forward contracts

 

		Notional Amount				Notional Amount								Unrealized Gain
Description		to be Purchased				to be Sold				Counterparty		Settlement Date		(Loss)
Foreign currency forward contract		$	107			£	87			Bannockburn Global Forex, LLC		1/4/2021		$	(12	)
Foreign currency forward contract		$	264			£	206			Bannockburn Global Forex, LLC		3/3/2021			(18	)
Foreign currency forward contract		$	33			£	26			Bannockburn Global Forex, LLC		3/3/2021			(2	)
Foreign currency forward contract		$	103			£	84			Bannockburn Global Forex, LLC		4/2/2021			(12	)
Foreign currency forward contract		$	271			£	212			Bannockburn Global Forex, LLC		6/1/2021			(19	)
Foreign currency forward contract		$	33			£	26			Bannockburn Global Forex, LLC		6/1/2021			(2	)
Foreign currency forward contract		$	103			£	83			Bannockburn Global Forex, LLC		7/2/2021			(11	)
Foreign currency forward contract		$	102			£	83			Bannockburn Global Forex, LLC		10/4/2021			(11	)
Foreign currency forward contract		$	101			£	82			Bannockburn Global Forex, LLC		1/3/2022			(11	)
Foreign currency forward contract		$	97			£	79			Bannockburn Global Forex, LLC		4/4/2022			(11	)
Foreign currency forward contract		$	36			£	29			Bannockburn Global Forex, LLC		5/6/2022			(4	)
														$	(113	)

 

(a)	All of the Company’s investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”), unless otherwise noted. All of the Company’s investments are issued by U.S. portfolio companies unless otherwise noted.

(b)

The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2020. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap. Certain investments contain a payment-in-kind (“PIK”) provision.

(c)

Except as otherwise noted, all of the Company’s portfolio company investments, which as of December 31, 2020 represented 233.3% of the Company’s net assets or 93.5% of the Company’s total assets, are subject to legal restrictions on sales.

(d)

Because there is no readily available market value for these investments, the fair value of these investments is determined in good faith using significant unobservable inputs by the Company’s board of directors as required by the 1940 Act. (See Note 4 in the accompanying notes to the consolidated financial statements.)

(e)

Percentages are based on net assets of $234,434 as of December 31, 2020.

(f)

All or a portion of this commitment was unfunded at December 31, 2020. As such, interest is earned only on the funded portion of this commitment.

(g)

This investment is treated as a non-qualifying investment under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2020, non-qualifying assets totaled 19.9% of the Company’s total assets.

(h)

This delayed draw loan requires that certain financial covenants be met by the portfolio company prior to any fundings.

(i)

This is a demand note with no stated maturity.

(j)

All of this loan is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.

(k)

During the three months ended September 30, 2020, the senior secured lender group of Toojay’s Management, LLC (“Toojay’s OldCo”) established TJ Management HoldCo, LLC (“Toojay’s NewCo”) in order to acquire certain of the assets of Toojay’s OldCo as part of a bankruptcy restructuring. The Company owns 15.9% of the equity in Toojay’s NewCo. Toojay’s NewCo credit bid a portion of the senior secured debt in Toojay’s OldCo to acquire certain assets of Toojay’s OldCo which constitute the ongoing operations of the portfolio company. The Company’s portion of this credit bid was $2,386, and as such the Company’s outstanding senior secured debt investment in Toojay’s OldCo was reduced by the amount of the credit bid and the Company’s cost basis of its new equity investment in Toojay’s NewCo was increased by the amount of the credit bid. While the Company still has loans outstanding at Toojay’s OldCo, the Company has valued these positions at zero as of December 31, 2020.

(l)

This position was on non-accrual status as of December 31, 2020, meaning that the Company has ceased accruing interest income on the position. See Note 2 in the accompanying notes to the consolidated financial statements for additional information on the Company’s accounting policies.

(m)

This investment represents a note convertible to preferred shares of the borrower.

(n)

This is an international company.

(o)

In May 2020, an arbitrator issued a final award in favor of the estate of Rockdale Blackhawk, LLC (the “Estate”) in the legal proceeding between the Estate and a national insurance carrier. The Company’s share of the net proceeds from the award exceeded the contractual obligations due to the Company as a result of the Company’s right to receive excess proceeds pursuant to the terms of a sharing agreement between the lenders and the Estate. In June 2020, the Company received $33,135 as an initial payment of proceeds from the legal proceedings from the Estate, of which $19,540 was recorded as a reduction in the cost basis of the Company’s investment in Rockdale, $3,878 was recorded as the collection of previously accrued interest, $7,378 was recorded as investment income for previously unaccrued interest and fees and $2,339 was recorded as realized gains. Additionally, as an offset, the Company recorded net change in unrealized (loss) of ($8,243) primarily as a result of the reversal associated with the collection of proceeds from the Estate. Total net income associated with the Company’s investment in Rockdale was $1,887 during the year ended December 31, 2020. As of December 31, 2020, the Company has this remaining investment in Rockdale associated with residual proceeds currently expected from the Estate. This investment is a non-income producing security.

(p)

This loan is denominated in Great Britain pounds and is translated into U.S. dollars as of the valuation date.

(q)

As of December 31, 2020, the Company was party to a subscription agreement with a commitment to fund an equity investment of $289.

(r)

The Company structures its unitranche secured loans as senior secured loans. The Company obtains security interests in the assets of these portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of a portfolio company. Generally, the Company syndicates a “first out” portion of the loan to an investor and retains a “last out” portion of the loan, in which case the “first out” portion of the loan will generally receive priority with respect to payments of principal, interest and any other amounts due thereunder. Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and the Company’s unitranche secured loans will expose the Company to the risks associated with second lien and subordinated loans and may limit the Company’s recourse or ability to recover collateral upon a portfolio company’s bankruptcy. Unitranche secured loans typically provide for moderate loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity. Unitranche secured loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. In many cases the Company, together with its affiliates, are the sole or majority lender of these unitranche secured loans, which can afford the Company additional influence with a borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.

(s)

A portion of this loan (principal of $9,258) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.

(t)

A portion of this loan (principal of $525) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.

(u)

Represents less than 5% ownership of the portfolio company’s voting securities.

(v)

Ownership of certain equity investments may occur through a holding company or partnership.

(w)

Represents a non-income producing security.

(x)

As of December 31, 2020, the Company was party to a subscription agreement with a commitment to fund an additional equity investment of $16.

(y)

As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of the portfolio company as it owns 5% or more of the portfolio company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemed to control).

(z)

A portion of this loan (principal of $5,390) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.

(aa)

A portion of this loan (principal of $54) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.

(ab)

A portion of this loan (principal of $1,015) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.

(ac)

A portion of this loan (principal of $1,938) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.

(ad)

As of December 31, 2020, the Company was party to a subscription agreement with a commitment to fund an additional equity investment of $611.

(ae)

As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and to “Control” this portfolio company as it owns more than 25% of the portfolio company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to control.

(af)

The Company restructured its investments in HFZ Capital Group LLC (“HFZ”) and HFZ Member RB portfolio, LLC (“Member RB”) during the three months ended December 31, 2020. As part of the restructuring of HFZ, the Company obtained a 15.9% equity interest in MC Asset Management (Corporate), LLC (“Corporate”). As part of the Member RB restructuring, the Company exchanged its loan in Member RB for a promissory note in MC Asset Management (Industrial), LLC (“Industrial”). Corporate owns 100% of the equity of Industrial. In conjunction with these restructurings, the Company participated $4,758 of principal of its loan to HFZ as an equity contribution to Industrial. This participation did not qualify for sale accounting under ASC Topic 860 – Transfers and Servicing because the sale did not meet the definition of a “participating interest”, as defined in the guidance, in order for sale treatment to be allowed. As a result, the Company continues to reflect its full investment in HFZ but has split the loan into two investments.

n/a - not applicable

 

See Notes to Consolidated Financial Statements.

  

  

MONROE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except share and per share data)

 

Note 1. Organization and Principal Business

 

Monroe Capital Corporation (together with its subsidiaries, the “Company”) is an externally managed, non-diversified, closed-end management investment company and has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation through investment in senior secured, junior secured and unitranche secured (a combination of senior secured and junior secured debt in the same facility in which the Company syndicates a “first out” portion of the loan to an investor and retains a “last out” portion of the loan) debt and, to a lesser extent, unsecured subordinated debt and equity investments. The Company is managed by Monroe Capital BDC Advisors, LLC (“MC Advisors”), a registered investment adviser under the Investment Advisers Act of 1940, as amended. In addition, for U.S. federal income tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

 

On February 28, 2014, the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP (“MRCC SBIC”), a Delaware limited partnership, received a license from the Small Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958, as amended. MRCC SBIC commenced operations on September 16, 2013. See Note 7 for additional information.

 

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 – Financial Services – Investment Companies (“ASC Topic 946”).

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Consolidation

 

As permitted under ASC Topic 946, the Company will generally not consolidate its investment in a portfolio company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries, including MRCC SBIC and its wholly-owned general partner MCC SBIC GP, LLC, and the Company’s wholly-owned taxable subsidiaries (the “Taxable Subsidies”) in its consolidated financial statements. The purpose of the Taxable Subsidiaries is to permit the Company to hold equity investments in portfolio companies that are taxed as partnerships for U.S. federal income tax purposes while complying with the “source of income” requirements contained in the RIC tax provisions. The Taxable Subsidiaries are not consolidated with the Company for U.S. federal corporate income tax purposes, and each Taxable Subsidiary is subject to U.S. federal corporate income tax on its taxable income. All intercompany balances and transactions have been eliminated. The Company does not consolidate its non-controlling interest in MRCC Senior Loan Fund I, LLC (“SLF”). See further description of the Company’s investment in SLF in Note 3.

 

Fair Value of Financial Instruments

 

The Company applies fair value to substantially all of its financial instruments in accordance with ASC Topic 820 – Fair Value Measurements and Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value, and requires disclosures for fair value measurements, including the categorization of financial instruments into a three-level hierarchy based on the transparency of valuation inputs. See Note 4 for further discussion regarding the fair value measurements and hierarchy.

  

ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. The Company believes that the carrying amounts of its other financial instruments such as cash, receivables and payables approximate the fair value of such items due to the short maturity of such instruments.

 

Revenue Recognition

 

The Company’s revenue recognition policies are as follows:

 

Investments and related investment income: Interest and dividend income is recorded on the accrual basis to the extent that the Company expects to collect such amounts. Interest income is accrued based upon the outstanding principal amount and contractual terms of debt and preferred equity investments. Interest is accrued on a daily basis. The Company records fees on loans based on the determination of whether the fee is considered a yield enhancement or payment for a service. If the fee is considered a yield enhancement associated with a funding of cash on a loan, the fee is generally deferred and recognized into interest income using the effective interest method if captured in the cost basis or using the straight-line method if the loan is unfunded and therefore there is no cost basis. If the fee is not considered a yield enhancement because a service was provided, and the fee is payment for that service, the fee is deemed earned and recognized as fee income in the period the service has been completed.

 

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the applicable distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. For the three months ended March 31, 2021 and 2020, the Company received return of capital distributions from its equity investments and its investment in LLC equity interest in SLF of $60 and zero, respectively.

 

 

The Company has certain investments in its portfolio that contain a payment-in-kind (“PIK”) provision, which represents contractual interest or dividends that are added to the principal balance and recorded as income. The Company stops accruing PIK interest or PIK dividends when it is determined that PIK interest or PIK dividends are no longer collectible. To maintain RIC tax treatment, and to avoid incurring corporate U.S. federal income tax, substantially all of this income must be paid out to stockholders in the form of distributions, even though the Company has not yet collected the cash.

 

Loan origination fees, original issue discount and market discount or premiums are capitalized, and the Company then amortizes such amounts using the effective interest method as interest income over the life of the investment. Unamortized discounts and loan origination fees totaled $4,263 and $4,844 as of March 31, 2021 and December 31, 2020, respectively. Upfront loan origination and closing fees received for the three months ended March 31, 2021 and 2020, totaled $465 and $975, respectively. Upon the prepayment of a loan or debt security, any unamortized premium or discount or loan origination fees are recorded as interest income.

 

The components of the Company’s investment income were as follows:

 

		Three months ended March 31,
		2021				2020
Interest income		$	8,961			$	11,979
PIK interest income			1,679				1,076
Dividend income (1)			1,262				1,191
Fee income			477				198
Prepayment gain (loss)			482				214
Accretion of discounts and amortization of premium			352				344
Total investment income		$	13,213			$	15,002

 

(1)	Includes PIK dividends of $62 and $41, respectively.

  

Investment transactions are recorded on a trade-date basis. Realized gains or losses on portfolio investments are calculated based upon the difference between the net proceeds from the disposition and the amortized cost basis of the investment, without regard to unrealized gains or losses previously recognized. Realized gains and losses are recorded within net realized gain (loss) on investments on the consolidated statements of operations. Changes in the fair value of investments from the prior period, as determined by the Company’s board of directors (the “Board”) through the application of the Company’s valuation policy, are included within net change in unrealized gain (loss) on investments on the consolidated statements of operations.

  

Non-accrual: Loans or preferred equity securities are placed on non-accrual status when principal, interest or dividend payments become materially past due, or when there is reasonable doubt that principal, interest or dividends will be collected. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal, interest, or dividends are paid, and, in management’s judgment are likely to remain current. The fair value of the Company’s investments on non-accrual status totaled $27,277 and $22,273 at March 31, 2021 and December 31, 2020, respectively.

 

Distributions

 

Distributions to common stockholders are recorded on the applicable record date. The amount, if any, to be distributed to common stockholders is determined by the Board each quarter and is generally based upon the Company’s earnings estimated by management. Net realized capital gains, if any, are generally distributed at least annually.

 

The determination of the tax attributes for the Company’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Ordinary dividend distributions from a RIC do not qualify for the preferential tax rate on qualified dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and capital gains, but may also include qualified dividends or return of capital.

 

In October 2012, the Company adopted a dividend reinvestment plan (“DRIP”) that provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. When the Company declares a cash dividend, the Company’s stockholders who have not “opted out” of the DRIP at least three days prior to the dividend payment date will have their cash dividend automatically reinvested into additional shares of the Company’s common stock. The Company has the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly issued shares are valued based upon the final closing price of the Company’s common stock on a date determined by the Board. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased by the DRIP plan administrator, before any associated brokerage or other costs. See Note 9 for additional information on the Company’s distributions.

 

Segments

 

In accordance with ASC Topic 280 – Segment Reporting, the Company has determined that it has a single reporting segment and operating unit structure.

 

Cash

 

The Company deposits its cash in a financial institution and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits.

 

Restricted Cash

 

Restricted cash includes amounts held within MRCC SBIC. Cash held within an SBIC is generally restricted to the originations of new loans from the SBIC and the payment of SBA debentures and related interest expense.

  

Unamortized Deferred Financing Costs

 

Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. As of March 31, 2021 and December 31, 2020, the Company had unamortized deferred financing costs of $7,715 and $7,052 respectively, presented as a direct reduction of the carrying amount of debt on the consolidated statements of assets and liabilities. These amounts are amortized and included in interest and other debt financing expenses on the consolidated statements of operations over the estimated average life of the borrowings. Amortization of deferred financing costs for the three months ended March 31, 2021 and 2020 was $601 and $484, respectively.

 

Offering Costs

 

Offering costs include, among other things, fees paid in relation to legal, accounting, regulatory and printing work completed in preparation of debt and equity offerings. Offering costs from equity offerings are charged against the proceeds from the offering within the consolidated statements of changes in net assets. Offering costs from debt offerings are reclassified to unamortized deferred financing costs on the consolidated statements of assets and liabilities as noted above. As of March 31, 2021 and December 31, 2020, other assets on the consolidated statements of assets and liabilities included $143 and $562, respectively, of deferred offering costs which will be charged against the proceeds from future debt or equity offerings when completed.

 

Investments Denominated in Foreign Currency

 

As of March 31, 2021, the Company held investments in two portfolio companies that were denominated in Great Britain pounds and one portfolio company that was denominated in Australian dollars. As of December 31, 2020, the Company held investments in two portfolio companies that were denominated in Great Britain pounds.

 

At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into U.S. dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into U.S. dollars using the rates of exchange prevailing on the respective dates of such transactions.

 

Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into U.S. dollars using the applicable foreign exchange rates described above, the Company does not isolate the portion of the change in fair value resulting from foreign currency exchange rates fluctuations from the change in fair value of the underlying investment. All fluctuations in fair value are included in net change in unrealized gain (loss) on investments on the Company’s consolidated statements of operations.

 

Investments denominated in foreign currencies and foreign currency transactions may involve certain consideration and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

 

Derivative Instruments

 

The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market based on the difference between the forward rate and the exchange rate at the current period end. Unrealized gain (loss) on foreign currency forward contracts are recorded on the Company’s consolidated statements of assets and liabilities by counterparty on a net basis.

 

The Company does not utilize hedge accounting and as such values its foreign currency forward contracts at fair value with the change in unrealized gain or loss recorded in net change in unrealized gain (loss) on foreign currency forward contracts and the realized gain or loss recorded in net realized gain (loss) on foreign currency forward contracts on the Company’s consolidated statements of operations.

 

Income Taxes

 

The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment available to RICs. To maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and distribute to stockholders, for each taxable year, at least 90% of the Company’s “investment company taxable income,” which is generally the Company’s net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. If the Company qualifies as a RIC and satisfies the annual distribution requirement, the Company will not have to pay corporate-level federal income taxes on any income that the Company distributes to its stockholders. The Company intends to make distributions in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income. The Company is also subject to nondeductible federal excise taxes if the Company does not distribute at least 98% of net ordinary income, 98.2% of any capital gain net income, if any, and any recognized and undistributed income from prior years for which it paid no federal income taxes. To the extent that the Company determines that its estimated current year annual taxable income may exceed estimated current year dividend distributions, the Company accrues excise tax, calculated as 4% of the estimated excess taxable income, if any, as taxable income is earned. For the three months ended March 31, 2021 and 2020, the Company recorded a net expense on the consolidated statements of operations of $30 and $20, respectively, for U.S. federal excise tax. As of March 31, 2021 and December 31, 2020, the Company had a receivable of $64 and a payable of $306 for excise taxes, respectively, which were included in accounts payable and accrued expenses on the Company’s consolidated statements of assets and liabilities.

 

The Company’s consolidated Taxable Subsidiaries may be subject to U.S. federal and state corporate-level income taxes. For both the three months ended March 31, 2021 and 2020, the Company did not record a net tax expense on the consolidated statements of operations for these Taxable Subsidiaries. As of both March 31, 2021 and December 31, 2020, no payables for corporate-level income taxes were accrued.

  

The Company accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. The Company did not take any material uncertain income tax positions through March 31, 2021. The 2017 through 2020 tax years remain subject to examination by U.S. federal and state tax authorities.

 

Subsequent Events

 

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the three months ended March 31, 2021.

 

Recent Accounting Pronouncements

 

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company’s consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the three months ended March 31, 2021.

 

 

Note 3. Investments

 

The following tables show the composition of the Company’s investment portfolio, at amortized cost and fair value (with corresponding percentage of total portfolio investments):

 

		March 31, 2021								December 31, 2020
Amortized Cost:
Senior secured loans		$	411,723				72.8	%		$	427,173				71.7	%
Unitranche secured loans			65,285				11.5				77,465				13.0
Junior secured loans			11,884				2.1				14,763				2.4
LLC equity interest in SLF			42,150				7.5				42,150				7.1
Equity securities			34,779				6.1				34,552				5.8
Total		$	565,821				100.0	%		$	596,103				100.0	%

 

		March 31, 2021								December 31, 2020
Fair Value:
Senior secured loans		$	392,399				75.2	%		$	405,224				74.1	%
Unitranche secured loans			48,298				9.3				64,040				11.7
Junior secured loans			11,999				2.3				14,592				2.6
LLC equity interest in SLF			41,067				7.9				39,284				7.2
Equity securities			27,616				5.3				23,899				4.4
Total		$	521,379				100.0	%		$	547,039				100.0	%

 

The following tables show the composition of the Company’s investment portfolio by geographic region, at amortized cost and fair value (with corresponding percentage of total portfolio investments). The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business:

 

		March 31, 2021								December 31, 2020
Amortized Cost:
International		$	28,909				5.1	%		$	19,276				3.2	%
Midwest			144,718				25.6				149,468				25.1
Northeast			127,036				22.5				139,553				23.4
Southeast			129,177				22.8				142,721				24.0
Southwest			25,434				4.5				23,857				4.0
West			110,547				19.5				121,228				20.3
Total		$	565,821				100.0	%		$	596,103				100.0	%

 

		March 31, 2021								December 31, 2020
Fair Value:
International		$	29,440				5.6	%		$	20,008				3.7	%
Midwest			142,285				27.3				144,261				26.4
Northeast			112,437				21.6				123,349				22.5
Southeast			126,011				24.2				138,406				25.3
Southwest			27,535				5.3				25,557				4.7
West			83,671				16.0				95,458				17.4
Total		$	521,379				100.0	%		$	547,039				100.0	%

 

The following tables show the composition of the Company’s investment portfolio by industry, at amortized cost and fair value (with corresponding percentage of total portfolio investments):

 

		March 31, 2021								December 31, 2020
Amortized Cost:
Automotive		$	9,471				1.7	%		$	9,495				1.6	%
Banking, Finance, Insurance & Real Estate			74,799				13.2				70,779				11.9
Beverage, Food & Tobacco			26,392				4.7				26,308				4.4
Capital Equipment			13,527				2.4				13,603				2.3
Chemicals, Plastics & Rubber			29,178				5.1				28,723				4.8
Construction & Building			16,695				3.0				16,651				2.8
Consumer Goods: Durable			6,203				1.1				24,410				4.1
Consumer Goods: Non-Durable			26,227				4.6				26,030				4.3
Containers, Packaging & Glass			—				—				4,926				0.8
Environmental Industries			12,970				2.3				12,996				2.2
Healthcare & Pharmaceuticals			46,771				8.3				42,857				7.2
High Tech Industries			84,811				15.0				81,845				13.7
Hotels, Gaming & Leisure			2,590				0.5				1,771				0.3
Investment Funds & Vehicles			42,150				7.4				42,150				7.1
Media: Advertising, Printing & Publishing			29,108				5.1				30,764				5.1
Media: Broadcasting & Subscription			2,326				0.4				2,190				0.4
Media: Diversified & Production			6,709				1.2				6,707				1.1
Retail			32,985				5.8				32,017				5.4
Services: Business			62,353				11.0				79,768				13.4
Services: Consumer			25,540				4.5				29,697				5.0
Telecommunications			1,100				0.2				1,100				0.2
Wholesale			13,916				2.5				11,316				1.9
Total		$	565,821				100.0	%		$	596,103				100.0	%

 

 

		March 31, 2021								December 31, 2020
Fair Value:
Automotive		$	9,603				1.9	%		$	9,637				1.8	%
Banking, Finance, Insurance & Real Estate			77,959				15.0				72,627				13.3
Beverage, Food & Tobacco			21,767				4.2				20,676				3.8
Capital Equipment			13,890				2.7				13,750				2.5
Chemicals, Plastics & Rubber			28,879				5.5				27,754				5.1
Construction & Building			16,855				3.2				16,809				3.0
Consumer Goods: Durable			475				0.1				18,893				3.4
Consumer Goods: Non-Durable			9,061				1.7				13,027				2.4
Containers, Packaging & Glass			—				—				4,997				0.9
Environmental Industries			13,218				2.5				13,168				2.4
Healthcare & Pharmaceuticals			42,179				8.1				37,815				6.9
High Tech Industries			84,886				16.3				81,417				14.9
Hotels, Gaming & Leisure			2,651				0.5				1,771				0.3
Investment Funds & Vehicles			41,067				7.9				39,284				7.2
Media: Advertising, Printing & Publishing			31,623				6.1				31,553				5.8
Media: Broadcasting & Subscription			2,335				0.4				2,227				0.4
Media: Diversified & Production			6,889				1.3				6,811				1.2
Retail			19,404				3.7				18,443				3.4
Services: Business			62,071				11.9				78,584				14.4
Services: Consumer			21,363				4.1				25,306				4.6
Telecommunications			1,102				0.2				1,100				0.2
Wholesale			14,102				2.7				11,390				2.1
Total		$	521,379				100.0	%		$	547,039				100.0	%

 

MRCC Senior Loan Fund I, LLC

 

The Company co-invests with Life Insurance Company of the Southwest (“LSW”) in senior secured loans through SLF, an unconsolidated Delaware LLC. SLF is capitalized as underlying investment transactions are completed, taking into account available debt and equity commitments available for funding these investments. All portfolio and investment decisions in respect to SLF must be approved by the SLF investment committee, consisting of one representative from the Company and one representative from LSW. SLF may cease making new investments upon notification of either member but operations will continue until all investments have been sold or paid-off in the normal course of business. Investments held by SLF are measured at fair value using the same valuation methodologies as described in Note 4. The Company’s investment is illiquid in nature as SLF does not allow for withdrawal from the LLC or the sale of a member’s interest unless approved by the board members of SLF. The full withdrawal of a member would result in an orderly wind-down of SLF.

  

SLF’s profits and losses are allocated to the Company and LSW in accordance with their respective ownership interests. As of both March 31, 2021 and December 31, 2020, the Company and LSW each owned 50.0% of the LLC equity interests of SLF. As of both March 31, 2021 and December 31, 2020, SLF had $100,000 in equity commitments from its members (in the aggregate), of which $84,300 was funded.

 

As of both March 31, 2021 and December 31, 2020, the Company had committed to fund $50,000 of LLC equity interest subscriptions to SLF. As of both March 31, 2021 and December 31, 2020, $42,150 of the Company’s LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall.

 

For the three months ended March 31, 2021 and 2020, the Company received $1,200 and $1,150 of dividend income from its LLC equity interest in SLF, respectively.

 

SLF has a senior secured revolving credit facility (as amended, the “SLF Credit Facility”) with Capital One, N.A., through its wholly-owned subsidiary MRCC Senior Loan Fund I Financing SPV, LLC (“SLF SPV”), which as of March 31, 2021 allowed SLF SPV to borrow up to $170,000 at any one time, subject to leverage and borrowing base restrictions. Borrowings under the SLF Credit Facility bear interest at an annual rate of LIBOR (three-month) plus 2.25%. The maturity date on the SLF Credit Facility is March 22, 2023.

 

SLF does not pay any fees to MC Advisors or its affiliates; however, SLF has entered into an administration agreement with Monroe Capital Management Advisors, LLC (“MC Management”), pursuant to which certain loan servicing and administrative functions are delegated to MC Management. SLF may reimburse MC Management for its allocable share of overhead and other expenses incurred by MC Management. For the three months ended March 31, 2021 and 2020, SLF incurred $58 and $56, of allocable expenses, respectively. There are no agreements or understandings by which the Company guarantees any SLF obligations.

  

As of March 31, 2021 and December 31, 2020, SLF had total assets at fair value of $202,560 and $209,666, respectively. As of March 31, 2021 and December 31, 2021, SLF had one portfolio company investment on non-accrual status with a fair value of $1,076 and $1,031, respectively. The portfolio companies in SLF are in industries and geographies similar to those in which the Company may invest directly. Additionally, as of March 31, 2021 and December 31, 2020, SLF had $563 and $839, respectively, in outstanding commitments to fund investments under undrawn revolvers and delayed draw commitments.

 

Below is a summary of SLF’s portfolio, followed by a listing of the individual investments in SLF’s portfolio as of March 31, 2021 and December 31, 2020:

 

		As of
		March 31, 2021				December 31, 2020
Senior secured loans (1)			203,382				214,389
Weighted average current interest rate on senior secured loans (2)			5.9	%			5.8	%
Number of borrowers in SLF			55				57
Largest portfolio company investment (1)			6,772				6,790
Total of five largest portfolio company investments (1)			27,037				27,064

 

(1)	Represents outstanding principal amount, excluding unfunded commitments.
(2)	Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at outstanding principal amount.

 

 

MRCC SENIOR LOAN FUND I, LLC

CONSOLIDATED SCHEDULE OF INVESTMENTS

(unaudited)

March 31, 2021

 

Portfolio Company (a)		Spread Above Index (b)				Interest Rate (b)				Maturity				Principal				Fair Value
Non-Controlled/Non-Affiliate Company Investments
Senior Secured Loans
Aerospace & Defense
Bromford Industries Limited (c)			L+5.25%				6.25	%			11/5/2025				2,765			$	2,707
Bromford Industries Limited (c)			L+5.25%				6.25	%			11/5/2025				1,843				1,805
Trident Maritime SH, Inc.			L+5.50%				6.50	%			2/26/2027				2,485				2,481
Trident Maritime SH, Inc. (Revolver) (d)			L+5.50%				6.50	%			2/26/2027				265				41
															7,358				7,034
Automotive
Truck-Lite Co., LLC			L+6.25%				7.25	%			12/14/2026				1,722				1,720
Truck-Lite Co., LLC			L+6.25%				7.25	%			12/14/2026				255				255
Wheel Pros, LLC			L+5.25%				6.25	%			11/10/2027				2,993				2,993
															4,970				4,968
Banking, Finance, Insurance & Real Estate
Avison Young (USA), Inc. (c)			L+5.00%				5.20	%			1/30/2026				4,888				4,881
Harbour Benefit Holdings, Inc. (fka Zenith Merger Sub, Inc.)			L+5.25%				6.25	%			12/13/2024				4,641				4,576
Harbour Benefit Holdings, Inc. (fka Zenith Merger Sub, Inc.)			L+5.25%				6.25	%			12/13/2024				103				102
Lightbox Intermediate, L.P.			L+5.00%				5.20	%			5/11/2026				4,913				4,863
Minotaur Acquisition, Inc.			L+5.00%				5.11	%			3/27/2026				2,940				2,941
															17,485				17,363
Beverage, Food & Tobacco
CBC Restaurant Corp.			n/a				5.00% PIK	(e)			4/28/2022				1,116				1,076
SW Ingredients Holdings, LLC			L+4.00%				5.00	%			7/3/2025				3,647				3,645
															4,763				4,721
Capital Equipment
Analogic Corporation			L+5.25%				6.25	%			6/24/2024				4,788				4,788
															4,788				4,788
Chemicals, Plastics & Rubber
Polymer Solutions Group			L+7.00%				8.00	%			6/30/2021				1,206				1,177
															1,206				1,177
Construction & Building
The Cook & Boardman Group, LLC			L+5.75%				6.75	%			10/20/2025				2,933				2,864
															2,933				2,864
Consumer Goods: Durable
International Textile Group, Inc.			L+5.00%				5.26	%			5/1/2024				1,746				1,646
															1,746				1,646
Consumer Goods: Non-Durable
PH Beauty Holdings III, Inc.			L+5.00%				5.19	%			9/26/2025				2,436				2,328
															2,436				2,328
Containers, Packaging & Glass
Liqui-Box Holdings, Inc.			L+4.50%				5.50	%			2/26/2027				4,301				4,107
Polychem Acquisition, LLC			L+5.00%				5.11	%			3/17/2025				2,940				2,936
Port Townsend Holdings Company, Inc.			L+6.75%				5.75% Cash/ 2.00% PIK				4/3/2024				4,716				4,291
PVHC Holding Corp.			L+4.75%				5.75	%			8/5/2024				3,242				2,837
															15,199				14,171
Energy: Oil & Gas
Drilling Info Holdings, Inc.			L+4.25%				4.36	%			7/30/2025				4,551				4,483
Offen, Inc.			L+5.00%				5.11	%			6/22/2026				2,406				2,384
Offen, Inc.			L+5.00%				5.11	%			6/22/2026				883				875
															7,840				7,742

 

MRCC SENIOR LOAN FUND I, LLC

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

(unaudited)

March 31, 2021

 

Portfolio Company (a)			Spread Above Index (b)				Interest Rate (b)				Maturity				Principal				Fair Value
Healthcare & Pharmaceuticals
LSCS Holdings, Inc.			L+4.25%				4.45	%			3/17/2025				2,293			$	2,270
LSCS Holdings, Inc.			L+4.25%				4.45	%			3/17/2025				592				586
Radiology Partners, Inc.			L+4.25%				4.36	%			7/9/2025				4,760				4,731
															7,645				7,587
High Tech Industries
Corel, Inc. (c)			L+5.00%				5.19	%			7/2/2026				3,875				3,863
LW Buyer, LLC			L+5.00%				5.11	%			12/30/2024				4,912				4,888
TGG TS Acquisition Company			L+6.50%				6.61	%			12/12/2025				3,679				3,698
															12,466				12,449
Hotels, Gaming & Leisure
Excel Fitness Holdings, Inc.			L+5.25%				6.25	%			10/7/2025				4,197				4,020
North Haven Spartan US Holdco, LLC			L+5.00%				6.00	%			6/6/2025				2,315				1,998
Tait, LLC			L+5.00%				5.20	%			3/28/2025				4,157				3,695
Tait, LLC (Revolver)			P+4.00%				7.25	%			3/28/2025				769				715
															11,438				10,428
Media: Advertising, Printing & Publishing
Cadent, LLC			L+5.25%				6.25	%			9/11/2023				4,728				4,716
Cadent, LLC (Revolver) (d)			L+5.25%				6.25	%			9/11/2023				167				—
Digital Room Holdings, Inc.			L+5.00%				5.20	%			5/21/2026				4,351				4,284
Monotype Imaging Holdings, Inc.			L+5.50%				6.50	%			10/9/2026				4,875				4,865
															14,121				13,865
Media: Diversified & Production
Research Now Group, Inc. and Survey Sampling International, LLC			L+5.50%				6.50	%			12/20/2024				6,772				6,723
Stats Intermediate Holding, LLC			L+5.25%				5.45	%			7/10/2026				4,937				4,937
The Octave Music Group, Inc.			L+6.00%				6.25% Cash/ 0.75% PIK				5/29/2025				4,828				4,580
															16,537				16,240
Services: Business
AQ Carver Buyer, Inc.			L+5.00%				6.00	%			9/23/2025				4,938				4,925
CHA Holdings, Inc.			L+4.50%				5.50	%			4/10/2025				1,997				1,867
CHA Holdings, Inc.			L+4.50%				5.50	%			4/10/2025				421				394
Eliassen Group, LLC			L+4.25%				4.36	%			11/5/2024				3,013				2,968
Engage2Excel, Inc.			L+8.00%				7.00% Cash/ 2.00% PIK				3/7/2023				4,309				4,285
Engage2Excel, Inc.			L+8.00%				7.00% Cash/ 2.00% PIK				3/7/2023				777				773
Engage2Excel, Inc. (Revolver) (d)			L+8.00%				7.00% Cash/ 2.00% PIK				3/7/2023				550				373
GI Revelation Acquisition, LLC			L+5.00%				5.11	%			4/16/2025				1,362				1,366
Legility, LLC			L+6.00%				7.00	%			12/17/2025				4,875				4,719
Orbit Purchaser, LLC			L+4.50%				5.50	%			10/21/2024				2,450				2,460
Orbit Purchaser, LLC			L+4.50%				5.50	%			10/21/2024				1,892				1,900
Orbit Purchaser, LLC			L+4.50%				5.50	%			10/21/2024				553				555
Output Services Group, Inc.			L+4.50%				5.50	%			3/27/2024				4,852				4,124
SIRVA Worldwide, Inc.			L+5.50%				5.70	%			8/4/2025				1,887				1,746
Teneo Holdings, LLC			L+5.25%				6.25	%			7/11/2025				4,925				4,929
The Kleinfelder Group, Inc.			L+5.25%				6.25	%			11/29/2024				2,444				2,444
															41,245				39,828
Services: Consumer
Cambium Learning Group, Inc.			L+4.50%				5.25	%			12/18/2025				4,516				4,527
LegalZoom.com, Inc.			L+4.50%				4.61	%			11/21/2024				2,687				2,688
															7,203				7,215
Telecommunications
Intermedia Holdings, Inc.			L+6.00%				7.00	%			7/21/2025				1,792				1,796
Mavenir Systems, Inc.			L+6.00%				7.00	%			5/8/2025				3,890				3,897
															5,682				5,693
Transportation: Cargo
GlobalTranz Enterprises, LLC			L+5.00%				5.11	%			5/15/2026				3,254				3,129
															3,254				3,129
Utilities: Oil & Gas
NGS US Finco, LLC			L+4.25%				5.25	%			10/1/2025				1,708				1,640
NGS US Finco, LLC			L+5.25%				6.25	%			10/1/2025				249				245
															1,957				1,885
Wholesale
BMC Acquisition, Inc.			L+5.25%				6.25	%			12/30/2024				4,837				4,816
HALO Buyer, Inc.			L+4.50%				5.50	%			6/30/2025				4,862				4,704
PT Intermediate Holdings III, LLC			L+5.50%				6.50	%			10/15/2025				1,975				1,958
															11,674				11,478
TOTAL INVESTMENTS																		$	198,599

 

(a)	All investments are U.S. companies unless otherwise noted.
(b)	The majority of investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime (“P”) which reset daily, monthly, quarterly or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual rate of interest in effect at March 31, 2021. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c)	This is an international company.
(d)	All or a portion of this commitment was unfunded as of March 31, 2021. As such, interest is earned only on the funded portion of this commitment. Principal reflects the commitment outstanding.
(e)	This position was on non-accrual status as of March 31, 2021, meaning that the Company has ceased accruing interest income on the position.

 

  

MRCC SENIOR LOAN FUND I, LLC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2020

 

Portfolio Company (a)		Spread Above Index (b)				Interest Rate (b)				Maturity				Principal				Fair Value
Non-Controlled/Non-Affiliate Company Investments
Senior Secured Loans
Aerospace & Defense
Bromford Industries Limited (c)			L+5.25	%			6.25	%			11/5/2025				2,772			$	2,685
Bromford Industries Limited (c)			L+5.25	%			6.25	%			11/5/2025				1,848				1,790
Trident Maritime SH, Inc.			L+4.75	%			5.75	%			6/4/2024				4,401				4,363
Trident Maritime SH, Inc. (Revolver) (d)			L+4.75	%			5.75	%			6/4/2024				340				—
															9,361				8,838
Automotive
Truck-Lite Co., LLC			L+6.25	%			7.25	%			12/14/2026				1,726				1,716
Truck-Lite Co., LLC			L+6.25	%			7.25	%			12/14/2026				256				254
Wheel Pros, LLC			L+5.25	%			6.25	%			11/10/2027				3,000				2,961
															4,982				4,931
Banking, Finance, Insurance & Real Estate
Avison Young (USA), Inc. (c)			L+5.00	%			5.25	%			1/30/2026				4,900				4,659
Harbour Benefit Holdings, Inc. (fka Zenith Merger Sub, Inc.)			L+5.25	%			6.25	%			12/13/2024				4,653				4,585
Harbour Benefit Holdings, Inc. (fka Zenith Merger Sub, Inc.) (Delayed Draw) (d)			L+5.25	%			6.25	%			12/13/2024				264				102
Lightbox Intermediate, L.P.			L+5.00	%			5.15	%			5/11/2026				4,925				4,777
Minotaur Acquisition, Inc.			L+5.00	%			5.15	%			3/27/2026				2,947				2,900
															17,689				17,023
Beverage, Food & Tobacco
CBC Restaurant Corp.			n/a				5.00% PIK	(e)			4/28/2022				1,117				1,031
SW Ingredients Holdings, LLC			L+4.00	%			5.00	%			7/3/2025				3,656				3,647
															4,773				4,678
Capital Equipment
Analogic Corporation			L+5.25	%			6.25	%			6/24/2024				4,800				4,800
															4,800				4,800
Chemicals, Plastics & Rubber
Polymer Solutions Group			L+7.00	%			8.00	%			6/30/2021				1,216				1,189
															1,216				1,189
Construction & Building
ISC Purchaser, LLC			L+4.00	%			5.00	%			7/11/2025				4,937				4,896
The Cook & Boardman Group, LLC			L+5.75	%			6.75	%			10/20/2025				2,940				2,811
															7,877				7,707
Consumer Goods: Durable
International Textile Group, Inc.			L+5.00	%			5.37	%			5/1/2024				1,758				1,597
															1,758				1,597
Consumer Goods: Non-Durable
PH Beauty Holdings III, Inc.			L+5.00	%			5.23	%			9/26/2025				2,442				2,149
															2,442				2,149
Containers, Packaging & Glass
Liqui-Box Holdings, Inc.			L+4.50	%			5.50	%			2/26/2027				4,312				3,848
Polychem Acquisition, LLC			L+5.00	%			5.15	%			3/17/2025				2,948				2,948
Port Townsend Holdings Company, Inc.			L+6.75	%			5.75% Cash/ 2.00% PIK				4/3/2024				4,683				4,263
PVHC Holding Corp.			L+4.75	%			5.75	%			8/5/2024				3,250				2,844
															15,193				13,903
Energy: Oil & Gas
Drilling Info Holdings, Inc.			L+4.25	%			4.40	%			7/30/2025				4,563				4,429
Offen, Inc.			L+5.00	%			5.15	%			6/22/2026				2,412				2,343
Offen, Inc.			L+5.00	%			5.15	%			6/22/2026				885				860
															7,860				7,632
Healthcare & Pharmaceuticals
LSCS Holdings, Inc.			L+4.25	%			4.51	%			3/17/2025				2,299				2,253
LSCS Holdings, Inc.			L+4.25	%			4.51	%			3/17/2025				593				582
Radiology Partners, Inc.			L+4.25	%			4.40	%			7/9/2025				4,760				4,692
															7,652				7,527

 

MRCC SENIOR LOAN FUND I, LLC

CONSOLIDATED SCHEDULE OF INVESTMENTS - (continued)

December 31, 2020

 

Portfolio Company (a)			Spread Above Index (b)				Interest Rate (b)				Maturity				Principal				Fair Value
High Tech Industries
AQA Acquisition Holding, Inc.			L+4.25	%			5.25	%			5/24/2023				3,257			$	3,257
Corel, Inc. (c)			L+5.00	%			5.23	%			7/2/2026				3,900				3,844
LW Buyer, LLC			L+5.00	%			5.15	%			12/30/2024				4,925				4,900
TGG TS Acquisition Company			L+6.50	%			6.65	%			12/12/2025				3,753				3,720
															15,835				15,721
Hotels, Gaming & Leisure
Excel Fitness Holdings, Inc.			L+5.25	%			6.25	%			10/7/2025				4,207				3,878
North Haven Spartan US Holdco, LLC			L+5.00	%			6.00	%			6/6/2025				2,321				1,979
Tait, LLC			L+5.00	%			5.23	%			3/28/2025				4,167				3,669
Tait, LLC (Revolver)			P+4.00	%			7.25	%			3/28/2025				769				711
															11,464				10,237
Media: Advertising, Printing & Publishing
Cadent, LLC			L+5.50	%			6.50	%			9/11/2023				4,728				4,622
Cadent, LLC (Revolver) (d)			L+5.50	%			6.50	%			9/11/2023				167				—
Digital Room Holdings, Inc.			L+5.00	%			5.27	%			5/21/2026				4,362				4,133
Monotype Imaging Holdings, Inc.			L+5.50	%			6.50	%			10/9/2026				4,906				4,653
															14,163				13,408
Media: Diversified & Production
Research Now Group, Inc. and Survey Sampling International, LLC			L+5.50	%			6.50	%			12/20/2024				6,790				6,708
Stats Intermediate Holding, LLC			L+5.25	%			5.47	%			7/10/2026				4,950				4,909
The Octave Music Group, Inc.			L+6.00	%			6.25% Cash/ 0.75% PIK				5/29/2025				4,871				4,335
															16,611				15,952
Services: Business
AQ Carver Buyer, Inc.			L+5.00	%			6.00	%			9/23/2025				4,937				4,888
CHA Holdings, Inc.			L+4.50	%			5.50	%			4/10/2025				2,002				1,872
CHA Holdings, Inc.			L+4.50	%			5.50	%			4/10/2025				422				395
Eliassen Group, LLC			L+4.25	%			4.40	%			11/5/2024				3,017				2,922
Engage2Excel, Inc.			L+8.00	%			7.00% Cash/ 2.00% PIK				3/7/2023				4,299				4,178
Engage2Excel, Inc.			L+8.00	%			7.00% Cash/ 2.00% PIK				3/7/2023				776				754
Engage2Excel, Inc. (Revolver) (d)			L+8.00	%			7.00% Cash/ 2.00% PIK				3/7/2023				548				364
GI Revelation Acquisition, LLC			L+5.00	%			5.15	%			4/16/2025				1,365				1,344
Legility, LLC			L+6.00	%			7.00	%			12/17/2025				4,906				4,735
Orbit Purchaser, LLC			L+4.50	%			5.50	%			10/21/2024				2,456				2,407
Orbit Purchaser, LLC			L+4.50	%			5.50	%			10/21/2024				1,897				1,859
Orbit Purchaser, LLC			L+4.50	%			5.50	%			10/21/2024				555				544
Output Services Group, Inc.			L+4.50	%			5.50	%			3/27/2024				4,865				3,648
SIRVA Worldwide, Inc.			L+5.50	%			5.65	%			8/4/2025				1,900				1,741
Teneo Holdings, LLC			L+5.25	%			6.25	%			7/11/2025				4,938				4,903
The Kleinfelder Group, Inc.			L+5.25	%			6.25	%			11/29/2024				2,450				2,450
															41,333				39,004
Services: Consumer
Cambium Learning Group, Inc.			L+4.50	%			4.75	%			12/18/2025				4,900				4,883
LegalZoom.com, Inc.			L+4.50	%			4.65	%			11/21/2024				2,694				2,706
															7,594				7,589
Telecommunications
Intermedia Holdings, Inc.			L+6.00	%			7.00	%			7/21/2025				1,797				1,795
Mavenir Systems, Inc.			L+6.00	%			7.00	%			5/8/2025				3,900				3,893
															5,697				5,688
Transportation: Cargo
GlobalTranz Enterprises, LLC			L+5.00	%			5.15	%			5/15/2026				3,262				3,050
															3,262				3,050
Utilities: Oil & Gas
NGS US Finco, LLC			L+4.25	%			5.25	%			10/1/2025				1,712				1,640
NGS US Finco, LLC			L+5.25	%			6.25	%			10/1/2025				250				246
															1,962				1,886
Wholesale
BMC Acquisition, Inc.			L+5.25	%			6.25	%			12/30/2024				4,850				4,802
HALO Buyer, Inc.			L+4.50	%			5.50	%			6/30/2025				4,875				4,533
PT Intermediate Holdings III, LLC			L+5.50	%			6.50	%			10/15/2025				1,980				1,851
															11,705				11,186
TOTAL INVESTMENTS																		$	205,695

 

(a)	All investments are U.S. companies unless otherwise noted.
(b)	The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2020. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c)	This is an international company.
(d)	All or a portion of this commitment was unfunded as of December 31, 2020. As such, interest is earned only on the funded portion of this commitment. Principal reflects the commitment outstanding.
(e)	This position was on non-accrual status as of December 31, 2020, meaning that the Company has ceased accruing interest income on the position.

 

  

Below is certain summarized financial information for SLF as of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020:

 

		March 31, 2021				December 31, 2020
		(unaudited)
Assets
Investments, at fair value		$	198,599			$	205,695
Cash			25				351
Restricted cash			3,136				2,948
Interest receivable			714				629
Other assets			86				43
Total assets		$	202,560			$	209,666
Liabilities
Revolving credit facility		$	121,614			$	131,497
Less: Unamortized deferred financing costs			(1,570	)			(969	)
Total debt, less unamortized deferred financing costs			120,044				130,528
Interest payable			91				294
Accounts payable and accrued expenses			291				277
Total liabilities			120,426				131,099
Members’ capital			82,134				78,567
Total liabilities and members’ capital		$	202,560			$	209,666

 

		Three months ended March 31,
		2021				2020
		(unaudited)
Investment income:
Interest income		$	3,453			$	4,253
Total investment income			3,453				4,253
Expenses:
Interest and other debt financing expenses			979				1,614
Professional fees			170				184
Total expenses			1,149				1,798
Net investment income (loss)			2,304				2,455
Net gain (loss):
Net change in unrealized gain (loss)			3,663				(22,329	)
Net gain (loss)			3,663				(22,329	)
Net increase (decrease) in members’ capital		$	5,967			$	(19,874	)

 

Note 4. Fair Value Measurements

 

Investments

 

The Company values all investments in accordance with ASC Topic 820. ASC Topic 820 requires enhanced disclosures about assets and liabilities that are measured and reported at fair value. As defined in ASC Topic 820, fair value is 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. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity.

 

ASC Topic 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

 

Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories:

 

·

Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

 

·

Level 2 – Valuations based on inputs other than quoted prices in active markets, including quoted prices for similar assets or liabilities, which are either directly or indirectly observable.

 

·

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. This includes situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and may require significant management judgment or estimation.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. All investments, with the exception of investments measured at fair value using net asset value (“NAV”), as of March 31, 2021 and December 31, 2020 were categorized as Level 3 investments.

 

 

With respect to investments for which market quotations are not readily available, the Company’s Board undertakes a multi-step valuation process each quarter, as described below:

 

	·	the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of MC Advisors responsible for the credit monitoring of the portfolio investment;
	·	the Board engages one or more independent valuation firm(s) to conduct independent appraisals of a selection of investments for which market quotations are not readily available. The Company will consult with independent valuation firm(s) relative to each portfolio company at least once in every calendar year, but the independent appraisals are generally received quarterly for each investment;

 

	·	to the extent an independent valuation firm is not engaged to conduct an investment appraisal on an investment for which market quotations are not readily available, the investment will be valued by the MC Advisors investment professional responsible for the credit monitoring;
	·	preliminary valuation conclusions are then documented and discussed with the investment committee of MC Advisors;
	·	the audit committee of the Board reviews the preliminary valuations of MC Advisors and of the independent valuation firm(s) and MC Advisors adjusts or further supplements the valuation recommendations to reflect any comments provided by the audit committee; and
	·	the Board discusses these valuations and determines the fair value of each investment in the portfolio in good faith, based on the input of MC Advisors, the independent valuation firm(s) and the audit committee.

 

 The accompanying consolidated schedules of investments held by the Company consist primarily of private debt instruments (“Level 3 debt”). The Company generally uses the income approach to determine fair value for Level 3 debt where market quotations are not readily available, as long as it is appropriate. If there is deterioration in credit quality or a debt investment is in workout status, the Company may consider other factors in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. This liquidation analysis may include probability weighting of alternative outcomes. The Company generally considers its Level 3 debt to be performing if the borrower is not in default, the borrower is remitting payments in a timely manner; the loan is in covenant compliance or is otherwise not deemed to be impaired. In determining the fair value of the performing Level 3 debt, the Company considers fluctuations in current interest rates, the trends in yields of debt instruments with similar credit ratings, financial condition of the borrower, economic conditions and other relevant factors, both qualitative and quantitative. In the event that a Level 3 debt instrument is not performing, as defined above, the Company will evaluate the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the Level 3 debt instrument.

 

Under the income approach, discounted cash flow models are utilized to determine the present value of the future cash flow streams of its debt investments, based on future interest and principal payments as set forth in the associated loan agreements. In determining fair value under the income approach, the Company also considers the following factors: applicable market yields and leverage levels, credit quality, prepayment penalties, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, and changes in the interest rate environment and the credit markets that generally may affect the price at which similar investments may be made.

  

Under the market approach, the enterprise value methodology is typically utilized to determine the fair value of an investment. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which the Company derives a single estimate of enterprise value. In estimating the enterprise value of a portfolio company, the Company analyzes various factors consistent with industry practice, including but not limited to original transaction multiples, the portfolio company’s historical and projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public. Typically, the enterprise values of private companies are based on multiples of earnings before interest, income taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value. 

 

 In addition, for certain debt investments, the Company may base its valuation on indicative bid and ask prices provided by an independent third-party pricing service. Bid prices reflect the highest price that the Company and others may be willing to pay. Ask prices represent the lowest price that the Company and others may be willing to accept. The Company generally uses the midpoint of the bid/ask range as its best estimate of fair value of such investment.

 

As of March 31, 2021, the Board determined, in good faith, the fair value of the Company’s portfolio investments in accordance with GAAP and the Company’s valuation procedures based on the facts and circumstances known by the Company at that time, or reasonably expected to be known at that time. Due to the overall volatility that the COVID-19 pandemic has caused, any valuations conducted in the future in conformity with GAAP could result in a lower fair value of the Company’s portfolio. The potential impact of COVID-19 on the Company’s results going forward will depend to a large extent on future developments or new information that may emerge regarding the full duration and severity of COVID-19, including the actions taken by governments and other entities to contain COVID-19 or treat its impact, all of which are beyond the Company’s control. Accordingly, the Company cannot predict the extent to which its financial condition and results of operations will be affected at this time.

 

Foreign Currency Forward Contracts

 

The valuation for the Company’s foreign currency forward contracts is based on the difference between the exchange rate associated with the forward contract and the exchange rate at the current period end. Foreign currency forward contracts are categorized as Level 2 in the fair value hierarchy.

 

 

Fair Value Disclosures

 

The following tables present fair value measurements of investments and foreign currency forward contracts, by major class according to the fair value hierarchy:

 

		Fair Value Measurements
March 31, 2021		Level 1				Level 2				Level 3				Total
Investments:
Senior secured loans		$	—			$	—			$	392,399			$	392,399
Unitranche secured loans			—				—				48,298				48,298
Junior secured loans			—				—				11,999				11,999
Equity securities			—				—				27,616				27,616
Investments measured at NAV (1) (2)			—				—				—				41,067
Total investments		$	—			$	—			$	480,312			$	521,379
Foreign currency forward contracts asset (liability)		$	—			$	221			$	—			$	221

 

		Fair Value Measurements
December 31, 2020		Level 1				Level 2				Level 3				Total
Investments:
Senior secured loans		$	—			$	—			$	405,224			$	405,224
Unitranche secured loans			—				—				64,040				64,040
Junior secured loans			—				—				14,592				14,592
Equity securities			—				—				23,899				23,899
Investments measured at NAV (1) (2)			—				—				—				39,284
Total investments		$	—			$	—			$	507,755			$	547,039
Foreign currency forward contracts asset (liability)		$	—			$	(113	)		$	—			$	(113	)

   

(1)	Certain investments that are measured at fair value using the NAV have not been categorized 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 on the consolidated statements of assets and liabilities.
(2)	Represents the Company’s investment in LLC equity interests in SLF. The fair value of this investment has been determined using the NAV of the Company’s ownership interest in SLF’s members’ capital.

 

Senior secured loans, unitranche secured loans and junior secured loans are collateralized by tangible and intangible assets of the borrowers. These investments include loans to entities that have some level of challenge in obtaining financing from other, more conventional institutions, such as a bank. Interest rates on these loans are either fixed or floating, and are based on current market conditions and credit ratings of the borrower. Excluding loans on non-accrual, the contractual interest rates on the loans ranged from 6.00% to 18.00% at March 31, 2021 and 6.00% to 18.00% at December 31, 2020. The maturity dates on the loans outstanding at March 31, 2021 range between June 2021 and February 2028. 

 

The following tables provide a reconciliation of the beginning and ending balances for investments at fair value that use Level 3 inputs for the three months ended March 31, 2021 and 2020:

 

		Investments
		Senior secured loans				Unitranche secured loans				Junior secured loans				Equity securities				Total investments
Balance as of December 31, 2020		$	405,224			$	64,040			$	14,592			$	23,899			$	507,755
Net realized gain (loss) on investments			(194	)			—				—				2				(192	)
Net change in unrealized gain (loss) on investments			2,625				(3,563	)			286				3,491				2,839
Purchases of investments and other adjustments to cost (1)			44,896				424				168				287				45,775
Proceeds from principal payments and sales of investments (2)			(60,152	)			(12,603	)			(3,047	)			(63	)			(75,865	)
Reclassifications (3)			—				—				—				—				—
Balance as of March 31, 2021		$	392,399			$	48,298			$	11,999			$	27,616			$	480,312

 

		Investments
		Senior secured loans				Unitranche secured loans				Junior secured loans				Equity securities				Total investments
Balance as of December 31, 2019		$	475,157			$	76,247			$	13,676			$	8,739			$	573,819
Net realized gain (loss) on investments			5				89				—				—				94
Net change in unrealized gain (loss) on investments			(23,542	)			(8,487	)			(1,510	)			(523	)			(34,062	)
Purchases of investments and other adjustments to cost (1)			64,703				1,739				3,865				2,201				72,508
Proceeds from principal payments and sales of investments (2)			(34,761	)			(13,759	)			(4,327	)			—				(52,847	)
Reclassifications (3)			3				(3	)			—				—				—
Balance as of March 31, 2020		$	481,565			$	55,826			$	11,704			$	10,417			$	559,512

(1)	Includes purchases of new investments, effects of refinancing and restructurings, premium and discount accretion and amortization and PIK interest.
(2)	Represents net proceeds from investments sold and principal paydowns received.
(3)	Represents non-cash reclassification of investment type due to a restructuring.

  

The total net change in unrealized gain (loss) on investments included on the consolidated statements of operations for the three months ended March 31, 2021 and 2020, attributable to Level 3 investments still held at March 31, 2021 and 2020, was $2,993 and ($33,632), respectively. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of Level 3 as of the beginning of the period in which the reclassifications occur. There were no transfers among Levels 1, 2 and 3 during the three months ended March 31, 2021 and 2020.

 

 

Significant Unobservable Inputs

 

ASC Topic 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner. The tables below are not intended to be all-inclusive, but rather to provide information on significant unobservable inputs and valuation techniques used by the Company.

  

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets and liabilities as of March 31, 2021 were as follows:

 

										Weighted
						Valuation		Unobservable		Average				Range
		Fair Value				Technique		Input		Mean				Minimum				Maximum
Assets:
Senior secured loans		$	242,639			Discounted cash flow		EBITDA multiples			7.3	x			4.5	x			16.5	x
								Market yields			10.0	%			6.0	%			20.0	%
Senior secured loans			95,709			Discounted cash flow		Revenue multiples			4.9	x			0.5	x			12.3	x
								Market yields			8.7	%			6.3	%			17.0	%
Senior secured loans			21,616			Enterprise value		Book value multiples			2.0	x			2.0	x			2.0	x
Senior secured loans			16,096			Enterprise value		Revenue multiples			2.2	x			0.7	x			2.7	x
Senior secured loans			7,047			Enterprise value		EBITDA multiples			5.8	x			5.8	x			5.8	x
Senior secured loans			4,786			Liquidation		Probability weighting of alternative outcomes			74.0	%			1.1	%			100.0	%
Unitranche loans			40,735			Discounted cash flow		EBITDA multiples			8.6	x			7.3	x			10.3	x
								Market yields			9.7	%			8.1	%			12.8	%
Unitranche loans			7,563			Enterprise value		Revenue multiples			0.6	x			0.6	x			0.6	x
Junior secured loans			3,934			Discounted cash flow		Market yields			9.8	%			9.8	%			9.8	%
Junior secured loans			765			Liquidation		Probability weighting of alternative outcomes			91.9	%			91.9	%			91.9	%
Equity securities			11,859			Enterprise value		EBITDA multiples			8.3	x			5.0	x			15.3	x
Equity securities			8,277			Enterprise value		Revenue multiples			1.8	x			0.5	x			12.0	x
Equity securities			5,117			Liquidation		Probability weighting of alternative outcomes			54.6	%			54.6	%			54.6	%
Equity securities			286			Enterprise value		Tangible book value multiples			2.0	x			2.0	x			2.0	x
Equity securities			122			Option pricing model		Volatility			65.0	%			65.0	%			65.0	%
Total Level 3 Assets		$	466,551	(1)

 

 

(1)	Excludes loans of $13,761 at fair value where valuation (unadjusted) is obtained from a third-party pricing service for which such disclosure is not required.

  

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets and liabilities as of December 31, 2020 were as follows:

 

										Weighted
								Unobservable		Average				Range
		Fair Value				Valuation Technique		Input		Mean				Minimum				Maximum
Assets:
Senior secured loans		$	271,926			Discounted cash flow		EBITDA multiples			7.5	x			2.8	x			16.6	x
								Market yields			9.5	%			6.2	%			18.8	%
Senior secured loans			74,479			Discounted cash flow		Revenue multiples			4.8	x			0.5	x			10.5	x
								Market yields			9.2	%			6.1	%			18.5	%
Senior secured loans			24,271			Enterprise value		Book value multiples			2.0	x			2.0	x			2.0	x
Senior secured loans			15,515			Enterprise value		Revenue multiples			2.0	x			0.7	x			2.4	x
Senior secured loans			7,525			Liquidation		Probability weighting of alternative outcomes			63.2	%			1.1	%			100.0	%
Senior secured loans			6,944			Enterprise value		EBITDA multiples			8.0	x			8.0	x			8.0	x
Unitranche secured loans			52,476			Discounted cash flow		EBITDA multiples			9.7	x			8.0	x			12.5	x
								Market yields			9.3	%			7.5	%			12.8	%
Unitranche secured loans			9,800			Discounted cash flow		Revenue multiples			0.7	x			0.7	x			0.7	x
								Market yields			10.7	%			10.5	%			11.0	%
Unitranche secured loans			1,764			Enterprise value		Revenue multiples			0.7	x			0.7	x			0.7	x
Junior secured loans			3,886			Discounted cash flow		Market yields			10.0	%			10.0	%			10.0	%
Junior secured loans			762			Liquidation		Probability weighting of alternative outcomes			91.5	%			91.5	%			91.5	%
Equity securities			10,865			Enterprise value		EBITDA multiples			7.6	x			2.8	x			15.3	x
Equity securities			6,771			Enterprise value		Revenue multiples			1.3	x			0.5	x			11.0	x
Equity securities			5,117			Liquidation		Probability weighting of alternative outcomes			54.6	%			54.6	%			54.6	%
Equity securities			87			Option pricing model		Volatility			70.0	%			70.0	%			70.0	%
Total Level 3 Assets		$	492,188	(1)

 

(1)	Excludes loans of $15,567 at fair value where valuation (unadjusted) is obtained from a third-party pricing service for which such disclosure is not required.

 

The significant unobservable input used in the income approach of fair value measurement of the Company’s investments is the discount rate used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. Increases (decreases) in the discount rate would result in a decrease (increase) in the fair value estimate of the investment. Included in the consideration and selection of discount rates are the following factors: risk of default, rating of the investment and comparable investments, and call provisions.

 

The significant unobservable inputs used in the market approach of fair value measurement of the Company’s investments are the market multiples of EBITDA or revenue of the comparable guideline public companies. The Company selects a population of public companies for each investment with similar operations and attributes of the portfolio company. Using these guideline public companies’ data, a range of multiples of enterprise value to EBITDA or revenue is calculated. The Company selects percentages from the range of multiples for purposes of determining the portfolio company’s estimated enterprise value based on said multiple and generally the latest twelve months EBITDA or revenue of the portfolio company (or other meaningful measure). Increases (decreases) in the multiple will result in an increase (decrease) in enterprise value, resulting in an increase (decrease) in the fair value estimate of the investment. 

Other Financial Assets and Liabilities

 

ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. The Company believes that the carrying amounts of its other financial instruments such as cash, receivables and payables approximate the fair value of such items due to the short maturity of such instruments. Fair value of the Company’s revolving credit facility is estimated by discounting remaining payments using applicable market rates or market quotes for similar instruments at the measurement date, if applicable. As of both March 31, 2021 and December 31, 2020, the Company believes that the carrying value of its revolving credit facility approximates fair value. The 2026 Notes are carried at cost and with their longer maturity dates, fair value is estimated by discounting remaining payments using current market rates for similar instruments and considering such factors as the legal maturity date and the ability of market participants to prepay the notes. As of March 31, 2021, the Company believes that the carrying value of the 2026 Notes approximates fair value. SBA debentures are carried at cost and with their longer maturity dates, fair value is estimated by discounting remaining payments using current market rates for similar instruments and considering such factors as the legal maturity date and the ability of market participants to prepay the SBA debentures. As of both March 31, 2021 and December 31, 2020, the Company believes that the carrying value of the SBA debentures approximates fair value.

 

Note 5. Transactions with Affiliated Companies

 

An affiliated company is a company in which the Company has an ownership interest of 5% or more of its voting securities. A controlled affiliate company is a company in which the Company has an ownership interest of more than 25% of its voting securities. Please see the Company’s consolidated schedule of investments for the type of investment, principal amount, interest rate including the spread, and the maturity date. Transactions related to the Company’s investments with affiliates for the three months ended March 31, 2021 and 2020 were as follows:  

 

Portfolio Company		Fair value at December 31, 2020				Transfers in (out)				Purchases				Sales and paydowns				PIK interest				Discount accretion				Net realized gain (loss)				Net unrealized gain (loss)				Fair value at March 31, 2021
Non-controlled affiliate company investment:
American Community Homes, Inc.		$	9,401			$	—			$	—			$	(90	)		$	274			$	—			$	—			$	—			$	9,585
American Community Homes, Inc.			6,239				—				—				(2,229	)			202				—				—				—				4,212
American Community Homes, Inc.			825				—				—				(838	)			13				—				—				—				—
American Community Homes, Inc.			570				—				—				(5	)			16				—				—				—				581
American Community Homes, Inc.			335				—				—				(341	)			6				—				—				—				—
American Community Homes, Inc.			2,915				—				—				(20	)			61				—				—				175				3,131
American Community Homes, Inc.			3,879				—				—				(37	)			113				—				—				42				3,997
American Community Homes, Inc.			18				—				—				—				1				—				—				—				19
American Community Homes, Inc.			89				—				—				(1	)			3				—				—				—				91
American Community Homes, Inc. (Revolver)			—				—				—				—				—				—				—				—				—
American Community Homes, Inc. (warrant to purchase up to 22.3% of the equity)			—				—				—				—				—				—				—				286				286
			24,271				—				—				(3,561	)			689				—				—				503				21,902
Ascent Midco, LLC			6,997				—				—				(18	)			—				7				—				(5	)			6,981
Ascent Midco, LLC (Delayed Draw)			—				—				—				—				—				—				—				—				—
Ascent Midco, LLC (Revolver)			—				—				—				—				—				—				—				—				—
Ascent Midco, LLC (2,032,258 Class A units)			3,016				—				—				—				—				—				—				266				3,282
			10,013				—				—				(18	)			—				7				—				261				10,263
Curion Holdings, LLC			3,159				—				—				—				—				—				—				426				3,585
Curion Holdings, LLC (Revolver)			820				—				—				—				—				—				—				2				822
Curion Holdings, LLC (Junior secured loan)			—				—				—				—				—				—				—				—				—
Curion Holdings, LLC (Junior secured loan)			—				—				—				—				—				—				—				—				—
Curion Holdings, LLC (58,779 shares of common stock)			—				—				—				—				—				—				—				—				—
			3,979				—				—				—				—				—				—				428				4,407
Familia Dental Group Holdings, LLC (1,052 Class A units)			3,118				—				—				—				—				—				—				232				3,350
			3,118				—				—				—				—				—				—				232				3,350
HFZ Capital Group, LLC			13,106				—				—				—				—				—				—				1,169				14,275
HFZ Capital Group, LLC			4,709				—				—				—				—				—				—				420				5,129
MC Asset Management (Corporate), LLC			—				—				6,423				—				—				—				—				—				6,423
MC Asset Management (Corporate), LLC (15.9% interests)			785				—				—				—				—				—				—				(209	)			576
MC Asset Management (Industrial), LLC			11,579				—				—				—				98				—				—				(98	)			11,579
			30,179				—				6,423				—				98				—				—				1,282				37,982
Incipio, LLC			1,764				—				—				—				—				—				—				(1,764	)			—
Incipio, LLC			4,227				—				—				—				48				—				—				(2,187	)			2,088
Incipio, LLC			1,805				—				—				—				15				—				—				(79	)			1,741
Incipio, LLC			761				—				—				—				6				—				—				(33	)			734
Incipio, LLC			1,519				—				—				—				13				—				—				(67	)			1,465
Incipio, LLC (Delayed Draw)			1,488				—				108				—				9				—				—				(70	)			1,535
Incipio, LLC (Junior secured loan)			—				—				—				—				—				—				—				—				—
Incipio, LLC (Junior secured loan)			—				—				—				—				—				—				—				—				—
Incipio, LLC (1,774 shares of Series C common units)			—				—				—				—				—				—				—				—				—
			11,564				—				108				—				91				—				—				(4,200	)			7,563
Luxury Optical Holdings Co.			1,430				—				—				—				—				—				—				12				1,442
Luxury Optical Holdings Co. (Delayed Draw)			624				—				882				(45	)			—				—				—				45				1,506
Luxury Optical Holdings Co. (Revolver)			66				—				—				—				—				—				—				—				66
Luxury Optical Holdings Co. (90 preferred units)			2,476				—				—				—				—				—				—				(38	)			2,438
Luxury Optical Holdings Co. (86 shares of common stock)			—				—				—				—				—				—				—				—				—
			4,596				—				882				(45	)			—				—				—				19				5,452
Mnine Holdings, Inc.			12,356				—				—				—				147				11				—				(3	)			12,511
Mnine Holdings, Inc. (6,400 Class B units)			—				—				—				—				—				—				—				—				—
			12,356				—				—				—				147				11				—				(3	)			12,511
NECB Collections, LLC (Revolver)			834				—				—				—				—				—				—				(27	)			807
NECB Collections, LLC (20.8% of units)			—				—				—				—				—				—				—				—				—
			834				—				—				—				—				—				—				(27	)			807
SHI Holdings, Inc.			188				—				—				—				—				—				—				(73	)			115
SHI Holdings, Inc. (Revolver)			297				—				—				—				—				—				—				(115	)			182
SHI Holdings, Inc. (24 shares of common stock)			—				—				—				—				—				—				—				—				—
			485				—				—				—				—				—				—				(188	)			297
Summit Container Corporation			3,204				—				—				(3,019	)			—				—				(250	)			65				—
Summit Container Corporation (Revolver)			1,654				—				5,402				(7,059	)			—				—				—				3				—
Summit Container Corporation (warrant to purchase up to 19.5% of the equity)			139				—				—				—				—				—				—				(139	)			—
			4,997				—				5,402				(10,078	)			—				—				(250	)			(71	)			—
TJ Management HoldCo, LLC (Revolver)			—				—				—				—				—				—				—				—				—
TJ Management HoldCo, LLC (16 shares of common stock)			3,323				—				—				—				—				—				—				(38	)			3,285
			3,323				—				—				—				—				—				—				(38	)			3,285
Total non-controlled affiliate company investments		$	109,715			$	—			$	12,815			$	(13,702	)		$	1,025			$	18			$	(250	)		$	(1,802	)		$	107,819
Controlled affiliate company investments:
MRCC Senior Loan Fund I, LLC		$	39,284			$	—			$	—			$	—			$	—			$	—			$	—			$	1,783			$	41,067
			39,284				—				—				—				—				—				—				1,783				41,067
Total controlled affiliate company investments		$	39,284			$	—			$	—			$	—			$	—			$	—			$	—			$	1,783			$	41,067

 

Portfolio Company		Fair value at December 31, 2019				Transfers in (out)				Purchases				Sales and paydowns				PIK interest				Discount accretion				Net realized gain (loss)				Net unrealized gain (loss)				Fair value at March 31, 2020
Non-controlled affiliate company investment:
American Community Homes, Inc.		$	6,764			$	—			$	—			$	—			$	266			$	2			$	—			$	(773	)		$	6,259
American Community Homes, Inc.			4,289				—				—				—				235				1				—				(511	)			4,014
American Community Homes, Inc.			512				—				—				—				21				—				—				(59	)			474
American Community Homes, Inc.			410				—				—				—				16				—				—				(47	)			379
American Community Homes, Inc.			230				—				—				—				13				—				—				(27	)			216
American Community Homes, Inc.			1,472				—				—				—				48				—				—				(165	)			1,355
American Community Homes, Inc.			2,760				—				—				—				90				—				—				(309	)			2,541
American Community Homes, Inc.			11				—				—				—				1				—				—				(2	)			10
American Community Homes, Inc.			1,168				—				—				(1,111	)			9				—				—				(8	)			58
American Community Homes, Inc. (Revolver)			—				—				1,667				—				—				—				—				(520	)			1,147
American Community Homes, Inc. (warrant to purchase up to 22.3% of the equity)			—				—				—				—				—				—				—				—				—
			17,616				—				1,667				(1,111	)			699				3				—				(2,421	)			16,453
Ascent Midco, LLC			—				—				6,860				(17	)			—				4				—				(130	)			6,717
Ascent Midco, LLC (Delayed Draw)			—				—				—				—				—				—				—				—				—
Ascent Midco, LLC (Revolver)			—				—				734				—				—				—				—				(28	)			706
Ascent Midco, LLC (2,032,258 Class A units)			—				—				2,032				—				—				—				—				(54	)			1,978
			—				—				9,626				(17	)			—				4				—				(212	)			9,401
Curion Holdings, LLC			3,279				—				—				—				—				—				—				(268	)			3,011
Curion Holdings, LLC (Revolver)			441				—				—				—				—				—				—				(1	)			440
Curion Holdings, LLC (Junior secured loan)			—				—				—				—				—				—				—				—				—
Curion Holdings, LLC (Junior secured loan)			—				—				—				—				—				—				—				—				—
Curion Holdings, LLC (58,779 shares of common stock)			—				—				—				—				—				—				—				—				—
			3,720				—				—				—				—				—				—				(269	)			3,451
Incipio, LLC			12,343				—				—				—				128				—				—				(6,444	)			6,027
Incipio, LLC			3,750				—				—				—				99				—				—				(38	)			3,811
Incipio, LLC			1,606				—				—				—				42				—				—				(17	)			1,631
Incipio, LLC			686				—				—				—				18				—				—				(8	)			696
Incipio, LLC			—				—				1,404				—				19				—				—				(28	)			1,395
Incipio, LLC (Junior secured loan)			—				—				—				—				—				—				—				—				—
Incipio, LLC (Junior secured loan)			—				—				—				—				—				—				—				—				—
Incipio, LLC (1,774 shares of Series C common units)			—				—				—				—				—				—				—				—				—
			18,385				—				1,404				—				306				—				—				(6,535	)			13,560
Luxury Optical Holdings Co.			3,457				—				—				—				—				—				—				(500	)			2,957
Luxury Optical Holdings Co. (Delayed Draw)			620				—				—				—				—				—				—				(5	)			615
Luxury Optical Holdings Co. (Revolver)			159				—				—				—				—				—				—				(23	)			136
Luxury Optical Holdings Co. (86 shares of common stock)			—				—				—				—				—				—				—				—				—
			4,236				—				—				—				—				—				—				(528	)			3,708
NECB Collection, LLC (Revolver)			1,148				—				112				—				—				—				—				—				1,260
NECB Collection, LLC (20.8% of units)			318				—				—				—				—				—				—				(198	)			120
			1,466				—				112				—				—				—				—				(198	)			1,380
SHI Holdings, Inc.			2,459				—				—				—				—				—				—				(1,279	)			1,180
SHI Holdings, Inc. (Revolver)			3,601				—				345				—				—				—				—				(2,078	)			1,868
SHI Holdings, Inc. (24 shares of common stock)			—				—				—				—				—				—				—				—				—
			6,060				—				345				—				—				—				—				(3,357	)			3,048
Summit Container Corporation			2,971				—				—				—				—				—				—				(171	)			2,800
Summit Container Corporation (Revolver)			5,406				—				8,236				(9,409	)			—				—				—				(16	)			4,217
Summit Container Corporation (warrant to purchase up to 19.5% of the equity)			—				—				—				—				—				—				—				—				—
			8,377				—				8,236				(9,409	)			—				—				—				(187	)			7,017
Total non-controlled affiliate company investments		$	59,860			$	—			$	21,390			$	(10,537	)		$	1,005			$	7			$	—			$	(13,707	)		$	58,018
Controlled affiliate company investments:
MRCC Senior Loan Fund I, LLC		$	42,412			$	—			$	—			$	—			$	—			$	—			$	—			$	(11,087	)		$	31,325
			42,412				—				—				—				—				—				—				(11,087	)			31,325
Total controlled affiliate company investments		$	42,412			$	—			$	—			$	—			$	—			$	—			$	—			$	(11,087	)		$	31,325

 

 

		For the three months ended March 31,
		2021												2020
Portfolio Company		Interest Income				Dividend Income				Fee Income				Interest Income				Dividend Income				Fee Income
Non-controlled affiliate company investments:
American Community Homes, Inc.		$	272			$	—			$	—			$	265			$	—			$	—
American Community Homes, Inc.			198				—				—				233				—				—
American Community Homes, Inc.			13				—				—				20				—				—
American Community Homes, Inc.			16				—				—				16				—				—
American Community Homes, Inc.			5				—				—				13				—				—
American Community Homes, Inc.			60				—				—				47				—				—
American Community Homes, Inc.			112				—				—				101				—				—
American Community Homes, Inc.			19				—				—				1				—				—
American Community Homes, Inc.			3				—				—				9				—				—
American Community Homes, Inc. (Revolver)			—				—				—				1				—				—
American Community Homes, Inc. (Warrant)			—				—				—				—				—				—
			698				—				—				706				—				—
Ascent Midco, LLC			120				—				—				84				—				—
Ascent Midco, LLC (Delayed Draw)			4				—				—				3				—				—
Ascent Midco, LLC (Revolver)			1				—				—				1				—				—
Ascent Midco, LLC (Class A units)			—				42				—				—				25				—
			125				42				—				88				25				—
Curion Holdings, LLC			—				—				—				—				—				—
Curion Holdings, LLC (Revolver)			—				—				—				—				—				—
Curion Holdings, LLC (Junior secured loan)			—				—				—				—				—				—
Curion Holdings, LLC (Junior secured loan)			—				—				—				—				—				—
Curion Holdings, LLC (Common units)			—				—				—				—				—				—
			—				—				—				—				—				—
Familia Dental Group Holdings, LLC (Class A units)			—				—				—				n/a				n/a				n/a
			—				—				—				n/a				n/a				n/a
HFZ Capital Group, LLC			463				—				—				n/a				n/a				n/a
HFZ Capital Group, LLC			167				—				—				n/a				n/a				n/a
MC Asset Management (Corporate), LLC			183				—				—				n/a				n/a				n/a
MC Asset Management (Corporate), LLC (LLC interest)			—				—				—				n/a				n/a				n/a
MC Asset Management (Industrial), LLC			522				—				—				n/a				n/a				n/a
			1,335				—				—				n/a				n/a				n/a
Incipio, LLC			—				—				—				(52	)			—				—
Incipio, LLC			—				—				—				101				—				—
Incipio, LLC			—				—				—				42				—				—
Incipio, LLC			—				—				—				18				—				—
Incipio, LLC			—				—				—				31				—				—
Incipio, LLC (Delayed Draw)			—				—				—				—				—				—
Incipio, LLC (Junior secured loan)			—				—				—				—				—				—
Incipio, LLC (Junior secured loan)			—				—				—				—				—				—
Incipio, LLC (Common units)			—				—				—				—				—				—
			—				—				—				140				—				—
Luxury Optical Holdings Co.			—				—				—				—				—				—
Luxury Optical Holdings Co. (Delayed Draw)			—				—				—				21				—				—
Luxury Optical Holdings Co. (Revolver)			—				—				—				—				—				—
Luxury Optical Holdings Co. (Preferred units)			—				—				—				—				—				—
Luxury Optical Holdings Co. (Common stock)			—				—				—				—				—				—
			—				—				—				21				—				—