Company Quick10K Filing
Quick10K
Solar Senior Capital
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-10-08 Shareholder Vote
8-K 2019-10-03 Regulation FD, Exhibits
8-K 2019-09-03 Regulation FD, Exhibits
8-K 2019-08-05 Earnings, Exhibits
8-K 2019-07-02 Regulation FD, Exhibits
8-K 2019-06-10 Officers, Regulation FD, Exhibits
8-K 2019-06-05 Regulation FD, Exhibits
8-K 2019-05-06 Earnings, Exhibits
8-K 2019-04-04 Regulation FD, Exhibits
8-K 2019-02-21 Earnings, Exhibits
8-K 2019-02-06 Regulation FD, Exhibits
8-K 2019-01-08 Regulation FD, Exhibits
8-K 2018-12-06 Regulation FD, Exhibits
8-K 2018-11-05 Earnings, Exhibits
8-K 2018-10-11 Shareholder Vote
8-K 2018-10-04 Regulation FD, Exhibits
8-K 2018-09-06 Regulation FD, Exhibits
8-K 2018-08-06 Earnings, Exhibits
8-K 2018-08-06 Other Events, Exhibits
8-K 2018-07-03 Regulation FD, Exhibits
8-K 2018-06-06 Regulation FD, Exhibits
8-K 2018-06-01 Enter Agreement, Off-BS Arrangement
8-K 2018-04-03 Regulation FD, Exhibits
8-K 2018-02-07 Regulation FD, Exhibits
8-K 2018-01-10 Earnings, Exhibits
8-K 2018-01-05 Regulation FD, Exhibits
FMHI Fah Mai Holdings 2,903
FLY Fly Leasing 675
FLAG Flag Financial 0
KCAP Kcap Financial 0
TSLX TPG Specialty Lending 0
GSVC GSV Capital 0
PFLT Pennantpark Floating Rate Capital 0
NMS Neiman Marcus 0
FCAL First California Financial Group 0
GEF Greif 0
SUNS 2019-06-30
Part I. Financial Information
Item 1. Financial Statements
Note 1. Organization
Note 2. Significant Accounting Policies
Note 3. Agreements
Note 4. Net Asset Value per Share
Note 5. Earnings per Share
Note 6. Fair Value
Note 7. Debt
Note 8. Financial Highlights and Senior Securities Table
Note 9. Gemino Healthcare Finance, Llc
Note 10. Commitments and Contingencies
Note 11. North Mill Holdco Llc
Note 12. Capital Share Transactions
Note 13. Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 d762693dex311.htm
EX-31.2 d762693dex312.htm
EX-31.3 d762693dex313.htm
EX-32.1 d762693dex321.htm
EX-32.2 d762693dex322.htm
EX-32.3 d762693dex323.htm

Solar Senior Capital Earnings 2019-06-30

SUNS 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 d762693d10q.htm 10-Q 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

For the Quarter Ended June 30, 2019

 

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

Commission File Number: 814-00849

 

 

SOLAR SENIOR CAPITAL LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   27-4288022
(State of Incorporation)  

(I.R.S. Employer

Identification No.)

500 Park Avenue

New York, N.Y.

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

(212) 993-1670

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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  ☒    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  ☐    No  ☐

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

 

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

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

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

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

$0.01 per share

   SUNS   

The NASDAQ Global

Select Market

The number of shares of the registrant’s Common Stock, $.01 par value, outstanding as of July 31, 2019 was 16,043,735.

 

 

 


Table of Contents

SOLAR SENIOR CAPITAL LTD.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2019

TABLE OF CONTENTS

 

     PAGE  

PART I. FINANCIAL INFORMATION

  
Item 1.   

Financial Statements

  
  

Consolidated Statements of Assets and Liabilities as of June  30, 2019 (unaudited) and December 31, 2018

     3  
  

Consolidated Statements of Operations for the three and six months ended June 30, 2019 (unaudited) and the three and six months ended June 30, 2018 (unaudited)

     4  
  

Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2019 (unaudited) and the three and six months ended June 30, 2018 (unaudited)

     5  
  

Consolidated Statements of Cash Flows for the six months ended June  30, 2019 (unaudited) and the six months ended June 30, 2018 (unaudited)

     6  
  

Consolidated Schedule of Investments as of June 30, 2019 (unaudited)

     7  
  

Consolidated Schedule of Investments as of December 31, 2018

     10  
  

Notes to Consolidated Financial Statements (unaudited)

     13  
  

Report of Independent Registered Public Accounting Firm

     31  
Item 2.   

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

     32  
Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

     48  
Item 4.   

Controls and Procedures

     49  

PART II. OTHER INFORMATION

  
Item 1.   

Legal Proceedings

     49  
Item 1A.   

Risk Factors

     49  
Item 2.   

Unregistered Sales of Equity Securities and Use of Proceeds

     49  
Item 3.   

Defaults Upon Senior Securities

     49  
Item 4.   

Mine Safety Disclosures

     49  
Item 5.   

Other Information

     50  
Item 6.   

Exhibits

     50  
  

Signatures

     52  

 

2


Table of Contents

PART I. FINANCIAL INFORMATION

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

 

Item 1.

Financial Statements

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share amounts)

 

     June 30, 2019
(unaudited)
    December 31,
2018
 

Assets

    

Investments at fair value:

    

Companies less than 5% owned (cost: $378,883 and $355,354, respectively)

   $ 368,069     $ 348,211  

Companies 5% to 25% owned (cost: $3,683 and $3,524, respectively)

     4,729       2,350  

Companies more than 25% owned (cost: $98,439 and $98,439, respectively)

     101,450       99,550  

Cash

     6,495       4,875  

Cash equivalents (cost: $174,552 and $0, respectively)

     174,552       —    

Interest receivable

     1,534       2,141  

Dividends receivable

     1,893       1,893  

Receivable for investments sold

     78       87  

Prepaid expenses and other assets

     293       188  
  

 

 

   

 

 

 

Total assets

   $ 659,093     $ 459,295  
  

 

 

   

 

 

 

Liabilities

    

Payable for investments and cash equivalents purchased

   $ 174,552     $ 22,805  

Credit facility ($162,800 and $119,200 face amounts, respectively, reported net of unamortized debt issuance costs of $1,475 and $1,662, respectively. See note 7)

     161,325       117,538  

FLLP 2015-1, LLC revolving credit facility (the “FLLP Facility”) ($56,452 and $51,371 face amounts, respectively, reported net of unamortized debt issuance costs of $732 and $0, respectively. See notes 6 and 7)

     55,720       51,371  

Distributions payable

     1,885       1,885  

Management fee payable (see note 3)

     744       1,189  

Performance-based incentive fee payable (see note 3)

     —         106  

Interest payable (see note 7)

     1,360       1,260  

Administrative services expense payable (see note 3)

     429       923  

Other liabilities and accrued expenses

     969       826  
  

 

 

   

 

 

 

Total liabilities

   $ 396,984     $ 197,903  
  

 

 

   

 

 

 

Commitments and contingencies (see note 10)

    

Net Assets

    

Common stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized, respectively, and 16,043,735 and 16,040,485 issued and outstanding, respectively

   $ 160     $ 160  

Paid-in capital in excess of par

     288,844       288,789  

Accumulated distributable net loss

     (26,895     (27,557
  

 

 

   

 

 

 

Total net assets

   $ 262,109     $ 261,392  
  

 

 

   

 

 

 

Net Asset Value Per Share

   $ 16.34     $ 16.30  
  

 

 

   

 

 

 

See notes to consolidated financial statements.

 

3


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except share amounts)

 

     Three months ended     Six months ended  
     June 30,
2019
    June 30,
2018
    June 30,
2019
    June 30,
2018
 

INVESTMENT INCOME:

        

Interest:

        

Companies less than 5% owned

   $ 7,674     $ 6,012     $ 15,488     $ 11,829  

Companies 5% to 25% owned

     20       90       105       141  

Dividends:

        

Companies more than 25% owned

     2,265       3,250       4,530       6,637  

Other income:

        

Companies less than 5% owned

     22       78       92       145  

Companies 5% to 25% owned

     27       23       27       23  

Companies more than 25% owned

     —         18       —         37  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investment income

     10,008       9,471       20,242       18,812  
  

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES:

        

Management fees (see note 3)

   $ 1,203     $ 1,145     $ 2,359     $ 2,193  

Performance-based incentive fees (see note 3)

     525       491       1,069       1,109  

Interest and other credit facility expenses (see note 7)

     2,789       1,806       5,474       3,168  

Administrative services expense (see note 3)

     400       387       796       769  

Other general and administrative expenses

     419       425       754       1,010  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     5,336       4,254       10,452       8,249  
  

 

 

   

 

 

   

 

 

   

 

 

 

Management fees waived (see note 3)

     (459     —         (459     —    

Performance-based incentive fees waived (see note 3)

     (525     (437     (1,061     (745
  

 

 

   

 

 

   

 

 

   

 

 

 

Net expenses

     4,352       3,817       8,932       7,504  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

   $ 5,656     $ 5,654     $ 11,310     $ 11,308  
  

 

 

   

 

 

   

 

 

   

 

 

 

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

        

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

   $ 108     $ (5,244   $ 213     $ (5,251
  

 

 

   

 

 

   

 

 

   

 

 

 

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

        

Companies less than 5% owned

     (2,468     3,948       (3,671     2,506  

Companies 5% to 25% owned

     1,940       166       2,220       274  

Companies more than 25% owned

     (650     995       1,900       2,199  
  

 

 

   

 

 

   

 

 

   

 

 

 

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

     (1,178     5,109       449       4,979  
  

 

 

   

 

 

   

 

 

   

 

 

 

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

     (1,070     (135     662       (272
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

   $ 4,586     $ 5,519     $ 11,972     $ 11,036  
  

 

 

   

 

 

   

 

 

   

 

 

 

EARNINGS PER SHARE (see note 5)

   $ 0.29     $ 0.34     $ 0.75     $ 0.69  
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

4


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (unaudited)

(in thousands, except share amounts)

 

     Three months ended     Six months ended  
     June 30,
2019
    June 30,
2018
    June 30,
2019
    June 30,
2018
 

Increase in net assets resulting from operations:

        

Net investment income

   $ 5,656     $ 5,654     $ 11,310     $ 11,308  

Net realized gain (loss)

     108       (5,244     213       (5,251

Net change in unrealized gain (loss)

     (1,178     5,109       449       4,979  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

     4,586       5,519       11,972       11,036  
  

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to stockholders:

 

     

From net investment income

     (5,656     (5,654     (11,310     (11,308
  

 

 

   

 

 

   

 

 

   

 

 

 

Capital transactions (see note 12):

        

Reinvestment of distributions

     36       22       55       65  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from capital transactions

     36       22       55       65  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     (1,034     (113     717       (207

Net assets at beginning of period

     263,143       270,037       261,392       270,131  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net assets at end of period

   $ 262,109     $ 269,924     $ 262,109     $ 269,924  
  

 

 

   

 

 

   

 

 

   

 

 

 

Capital share activity (see note 12):

        

Common stock issued from reinvestment of distributions

     2,131       1,279       3,250       3,755  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase from capital share activity

     2,131       1,279       3,250       3,755  
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

5


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)

 

     Six months ended  
     June 30,
2019
    June 30,
2018
 

Cash Flows from Operating Activities:

    

Net increase in net assets resulting from operations

   $ 11,972     $ 11,036  

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

    

Net realized (gain) loss on investments and cash equivalents

     (213     5,251  

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

     (449     (4,979

(Increase) decrease in operating assets:

    

Purchase of investments

     (50,069     (112,104

Proceeds from disposition of investments

     27,624       50,602  

Net accretion of discount on investments

     (692     (693

Capitalization of payment-in-kind interest

     (338     (231

Collection of payment-in-kind interest

     —         34  

Receivable for investments sold

     9       508  

Interest receivable

     607       374  

Dividends receivable

     —         (154

Other receivable

     —         2  

Prepaid expenses and other assets

     (105     90  

Increase (decrease) in operating liabilities:

    

Payable for investments and cash equivalents purchased

     151,747       (36,082

Management fee payable

     (445     146  

Performance-based incentive fees payable

     (106     (320

Administrative services expense payable

     (494     (477

Interest payable

     100       251  

Other liabilities and accrued expenses

     143       453  
  

 

 

   

 

 

 

Net Cash Provided by (Used in) Operating Activities

     139,291       (86,293
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Cash distributions paid

     (11,255     (11,242

Deferred financing costs

     209       29  

Proceeds from borrowings

     81,127       103,234  

Repayments of borrowings

     (33,200     (43,300
  

 

 

   

 

 

 

Net Cash Provided by Financing Activities

     36,881       48,721  
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     176,172       (37,572

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     4,875       108,600  
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 181,047     $ 71,028  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 5,374     $ 2,917  
  

 

 

   

 

 

 

Non-cash financing activities consist of the reinvestment of dividends of $55 and $65 for the six months ended June 30, 2019 and June 30, 2018, respectively.

See notes to consolidated financial statements.

 

6


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)

June 30, 2019

(in thousands, except share/unit amounts)

 

Description 

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

Bank Debt/Senior Secured Loans—141.0%

 

1A Smart Start LLC(2)(14)

   

Electrical Equipment, Instruments &

Components

 

 

    L+450       1.00     6.83     12/21/2017       2/21/2022     $ 13,865     $ 13,820     $ 13,865  

Acrisure, LLC(2)(11)

    Insurance       L+425       1.00     6.77     5/3/2017       11/22/2023       7,334       7,322       7,315  

Advantage Sales and Marketing, Inc.(2).

    Professional Services       L+325       1.00     5.58     2/14/2018       7/23/2021       4,925       4,863       4,851  

Advantage Sales and Marketing, Inc.

    Professional Services       L+650       1.00     8.83     2/14/2013       7/25/2022       8,000       7,973       7,840  

Aegis Toxicology Sciences Corporation(2)(14)

    Health Care Providers & Services       L+550       1.00     8.06     5/7/2018       5/9/2025       10,918       10,745       10,372  

Alera Group Intermediate Holdings, Inc.(2).

    Insurance       L+450       —         6.90     7/27/2018       8/1/2025       4,967       4,961       4,971  

Alimera Sciences, Inc.(2).

    Pharmaceuticals       L+765       —         10.08     1/5/2018       7/1/2022       5,000       5,039       5,150  

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

    Health Care Providers & Services       L+650       1.00     8.90     3/31/2017       9/1/2022       7,426       7,378       7,203  

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

    Communications Equipment       L+650       1.00     9.06     5/5/2016       12/8/2021       13,703       13,324       12,743  

AQA Acquisition Holding, Inc.(2)

    Software       L+425       1.00     6.58     9/7/2018       5/24/2023       5,646       5,598       5,618  

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

    Professional Services       L+450       1.00     6.90     10/3/2014       10/7/2021       12,073       12,028       12,043  

Centria Healthcare LLC(2).

    Health Care Providers & Services       L+400       1.00     6.33     11/19/2018       11/3/2021       3,411       3,386       3,411  

Cerapedics, Inc.(2)

    Health Care Equipment & Supplies       L+695       2.50     9.45     3/22/2019       3/1/2024       2,885       2,880       2,880  

Composite Technology Acquisition Corp. (ClockSpring)(2)(14).

    Building Products       L+450       —         7.13     2/1/2019       2/1/2025       11,946       11,778       11,767  

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

    Insurance       L+475       1.00     7.08     10/13/2016       4/19/2022       14,173       14,095       13,984  

DISA Holdings Acquisition Subsidiary Corp.(2)

    Professional Services       L+400       1.00     6.61     6/14/2018       6/30/2022       9,756       9,716       9,756  

Edgewood Partners Holdings, LLC(2)(14)

    Insurance       L+425       1.00     6.65     3/28/2018       9/8/2024       15,787       15,748       15,787  

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

    Professional Services       L+425       1.00     6.65     11/28/2016       10/11/2025       4,975       4,963       4,970  

Engineering Solutions & Products, LLC(6)

    Aerospace & Defense       L+600       2.00     8.52     11/5/2013       5/5/2020       201       201       201  

Engineering Solutions & Products, LLC(6)

    Aerospace & Defense       L+600       2.00     8.56     11/5/2013       11/5/2020       2,402       2,157       2,402  

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

    Chemicals       L+675       1.00     8.95     12/15/2016       12/14/2021       11,859       11,859       11,859  

GenMark Diagnostics, Inc(2)(4)

    Health Care Providers & Services       L+590       2.51     8.41     2/1/2019       2/1/2023       5,427       5,445       5,454  

Global Holdings LLC & Payment Concepts LLC(2)

    Consumer Finance       L+650       1.00     9.03     3/31/2017       5/5/2022       11,025       10,892       11,135  

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

    Commercial Services & Supplies       L+475       1.00     7.19     10/31/2014       10/29/2021       8,579       8,543       8,536  

KORE Wireless Group, Inc.(2)

   
Wireless Telecommunication
Services
 
 
    L+550       —         7.83     12/21/2018       12/21/2024       11,986       11,760       11,896  

Logix Holding Company, LLC(2)

    Communications Equipment       L+575       1.00     8.15     8/11/2017       12/22/2024       10,631       10,543       10,631  

Mavenir Systems, Inc.(2)

    Software       L+600       1.00     8.42     5/1/2018       5/8/2025       1,900       1,867       1,899  

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

    Air Freight & Logistics       L+500       1.00     7.33     3/8/2017       3/10/2024       5,950       5,905       5,950  

Ministry Brands, LLC(2)(14)

    Software       L+400       1.00     6.33     11/21/2016       12/2/2022       14,247       14,162       14,247  

MRI Software LLC(2)(14)

    Software       L+575       1.00     8.16     6/7/2017       6/30/2023       11,187       11,109       11,131  

MSHC, Inc. (Service Logic)(2)(14)

    Commercial Services & Supplies       L+425       1.00     6.56     7/12/2018       12/31/2024       6,661       6,630       6,628  

National Spine and Pain Centers, LLC(14)

    Health Care Providers & Services       L+450       1.00     6.90     9/18/2018       6/2/2024       2,572       2,562       2,539  

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

    Media       L+500       1.00     7.33     12/7/2017       9/29/2021       14,230       14,120       14,230  

Pet Holdings ULC & Pet Supermarket, Inc.(4)(14)

    Specialty Retail       L+550       1.00     8.09     9/18/2018       7/5/2022       4,570       4,531       4,536  

PPT Management Holdings, LLC(2) ††

    Health Care Providers & Services       L+750(15)       1.00     9.94     12/15/2016       12/16/2022       8,792       8,740       7,517  

Radiology Partners, Inc.(2)

    Health Care Providers & Services       L+475       —         7.34     6/28/2018       7/9/2025       7,463       7,398       7,461  

Restoration Robotics, Inc.(2)

    Health Care Equipment & Supplies       L+795       —         10.38     5/10/2018       5/1/2022       2,000       2,126       2,126  

Rubius Therapeutics, Inc. (2)(4)

    Pharmaceuticals       L+550       —         7.93     12/21/2018       12/21/2023       4,121       4,120       4,111  

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

    Footwear       L+500       1.00     7.58     11/20/2015       10/27/2022       5,790       5,762       5,689  

Solara Medical Supplies, Inc.(2)(14)

    Health Care Providers & Services       L+600       1.00     8.40     5/31/2018       2/27/2024       12,506       12,309       12,381  

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

    Insurance       L+485       1.00     7.18     3/16/2016       6/24/2021       14,049       13,935       13,768  

Trident USA Health Services (2) ††*

    Health Care Providers & Services       L+600(13)       1.25     8.74     7/29/2013       7/31/2022       7,164       7,028       72  

TwentyEighty, Inc.

    Professional Services       L+800       1.00     10.33     1/31/2017       3/31/2020       61       60       61  

TwentyEighty, Inc. ††

    Professional Services       —         —         8.00 %(7)      1/31/2017       3/31/2020       2,108       2,076       2,108  

TwentyEighty, Inc. ††

    Professional Services       —         —         9.00 %(8)      1/31/2017       3/31/2020       2,069       2,039       2,069  

Unified Physician Management, LLC(2)

    Health Care Facilities       L+425       1.00     6.65     4/18/2019       11/27/2023       4,720       4,674       4,685  

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

    Health Care Providers & Services       L+500       1.00     7.20     12/22/2016       5/15/2021       6,338       6,308       6,242  

US Radiology Specialists, Inc.(2)

    Health Care Providers & Services       L+450       1.00     6.70     11/27/2018       1/1/2024       3,748       3,722       3,719  

Web.com Group, Inc.(2)

    Software       L+375       —         6.16     9/17/2018       10/10/2025       8,178       8,159       8,078  

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

    Professional Services       L+425       1.00     6.58     3/27/2017       8/15/2022       11,722       11,675       11,722  
               

 

 

   

 

 

 

Total Bank Debt/Senior Secured Loans

 

    $ 378,034     $ 369,609  
   

 

 

   

 

 

 

Common Equity/Equity Interests/Warrants—39.9%

                Shares/Units      

Engineering Solutions & Products, LLC(6)(9)

    Aerospace & Defense             11/5/2013         133,668     $ 1,325     $ 2,126  

Essence Group Holdings Corporation (Lumeris) Warrants†

    Health Care Technology             3/22/2017         52,000       16       74  

Gemino Healthcare Finance, LLC(4)(5)

    Diversified Financial Services             9/30/2013         32,839       31,439       34,150  

North Mill Holdco LLC(4)(5)(12)

    Diversified Financial Services             10/20/2017         100       67,000       67,300  

Restoration Robotics, Inc. Warrants†

    Health Care Equipment & Supplies             5/10/2018         16,173       25       1  

TwentyEighty Investors, LLC†.

    Professional Services             1/31/2017         17,214       3,166       988  
               

 

 

   

 

 

 

Total Common Equity/Equity Interests/Warrants

 

    $ 102,971     $ 104,639  
   

 

 

   

 

 

 

Total Investments(10) —180.9%

 

    $ 481,005     $ 474,248  

Cash Equivalents—66.6%

                Par Amount      

U.S. Treasury Bill

    Government       6/28/2019       8/15/2019     $ 175,000     $ 174,552     $ 174,552  
   

 

 

   

 

 

 

Total Investments & Cash Equivalents—247.5%

 

  $  655,557     $  648,800  

Liabilities in Excess of Other Assets—(147.5%)

 

      (386,691)  
     

 

 

 

Net Assets—100.0%

 

      $ 262,109  
                 

 

 

 

See notes to consolidated financial statements.

 

7


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)

June 30, 2019

(in thousands)

 

(1)

Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) index rate or the prime index rate (PRIME or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of June 30, 2019.

(2)

Indicates an investment that is wholly or partially held by Solar Senior Capital Ltd. through its wholly-owned financing subsidiary SUNS SPV LLC (the “SUNS SPV”). Such investments are pledged as collateral under the Senior Secured Revolving Credit Facility (the “Credit Facility”) (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of the Company.

(3)

Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are often subject to a LIBOR or PRIME rate floor.

(4)

Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 (“1940 Act”), as amended. If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act. As of June 30, 2019, on a fair value basis, non-qualifying assets in the portfolio represented 17.5% of the total assets of the Company.

(5)

Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the six months ended June 30, 2019 in these controlled investments are as follows:

 

Name of Issuer

  Fair Value at
December 31,
2018
    Gross
Additions
    Gross
Reductions
    Realized
Gain
(Loss)
    Change in
Unrealized
Gain
    Dividend
/Other
Income
    Fair Value at
June 30,
2019
 

Gemino Healthcare Finance, LLC

  $ 32,550     $ —       $ —       $ —       $ 1,600     $ 1,730   $ 34,150  

North Mill Holdco LLC

    67,000       —         —         —         300       2,800     67,300  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 99,550     $ —       $ —       $ —       $ 1,900     $ 4,530     $ 101,450  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(6)

Denotes investments in which we are an “Affiliated Person” but not exercising a controlling influence, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 5% but less than 25% of the outstanding voting securities of the investment. Transactions during the six months ended June 30, 2019 in these affiliated investments are as follows:

 

Name of Issuer

  Fair Value at
December 31,
2018
    Gross
Additions
    Gross
Reductions
    Realized
Gain
(Loss)
    Change in
Unrealized
Gain
(Loss)
    Interest/
Dividend/
Other
Income
    Fair Value at
June 30,
2019
 

Engineering Solutions & Products, LLC (1st lien)

  $ —       $ 548     $ 347     $ —       $ —       $ 31     $ 201  

Engineering Solutions & Products, LLC (2nd lien)

  $ 2,282     —         —         —         120       101     2,402

Engineering Solutions & Products, LLC (equity interests)

  $ 68     —         42     —         2,100       —         2,126
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 2,350     $ 548     $ 389     $ —       $ 2,220     $ 132     $ 4,729  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(7)

Coupon is 4.00% Cash / 4.00% PIK.

(8)

Coupon is 0.25% Cash / 8.75% PIK.

(9)

Our equity investment in Engineering Solutions & Products, LLC is held through ESP SSC Corporation, a taxable consolidated subsidiary.

(10)

Aggregate net unrealized depreciation for federal income tax purposes is $9,407; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $4,276 and $13,683, respectively, based on a tax cost of $483,655. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. All investments are Level 3 unless otherwise indicated.

(11)

Denotes a Level 2 investment.

(12)

Our equity investment in North Mill Capital LLC is partially held through ESP SSC Corporation, a taxable consolidated subsidiary.

(13)

Spread is 3.00% Cash / 3.00% PIK.

(14)

Indicates an investment that is wholly or partially held by Solar Senior Capital Ltd. through its wholly-owned financing subsidiary FLLP 2015-1 LLC (the “FLLP SPV”). Such investments are pledged as collateral under the FLLP 2015-1, LLC Revolving Credit Facility (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of the Company.

(15)

Spread is 3.50% Cash / 4.00% PIK.

Non-income producing security.

††

Investment contains a payment-in-kind (“PIK”) feature.

*

Investment is on non-accrual status.

See notes to consolidated financial statements.

 

8


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)

June 30, 2019

 

Industry Classification

   Percentage of Total
Investments (at
fair value) as of
June 30, 2019

Diversified Financial Services (includes Gemino Healthcare Finance, LLC and North Mill Holdco LLC)

       21.4 %

Health Care Providers & Services

       14.0 %

Professional Services

       11.9 %

Insurance

       11.8 %

Software

       8.6 %

Communications Equipment

       4.9 %

Commercial Services & Supplies

       3.2 %

Media

       3.0 %

Electronic Equipment, Instruments & Components

       2.9 %

Wireless Telecommunication Services

       2.5 %

Chemicals

       2.5 %

Building Products

       2.5 %

Consumer Finance

       2.3 %

Pharmaceuticals

       1.9 %

Air Freight & Logistics

       1.3 %

Footwear

       1.2 %

Health Care Equipment & Supplies

       1.1 %

Aerospace & Defense

       1.0 %

Health Care Facilities

       1.0 %

Specialty Retail

       1.0 %

Health Care Technology

       0.0 %

Diversified Consumer Services

       0.0 %
    

 

 

 

Total Investments

       100.0 %
    

 

 

 

See notes to consolidated financial statements.

 

9


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(in thousands, except share/unit amounts)

 

Description 

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

Bank Debt/Senior Secured Loans — 134.1%

                 

1A Smart Start LLC(2)(11)(14)

   

Electrical Equipment, Instruments &

Components

 

 

    L+450       1.00     7.02     12/21/2017       2/21/2022     $ 13,936     $ 13,883     $ 13,902  

Acrisure, LLC(2)

    Insurance       L+425       1.00     6.77     5/3/2017       11/22/2023       7,372       7,358       7,164  

Advantage Sales and Marketing, Inc.(2)(11).

    Professional Services       L+325       1.00     5.77     2/14/2018       7/23/2021       4,950       4,873       4,838  

Advantage Sales and Marketing, Inc.(11)

    Professional Services       L+650       1.00     9.02     2/14/2013       7/25/2022       8,000       7,969       7,680  

Aegis Toxicology Sciences Corporation(2)(11)(14)

    Health Care Providers & Services       L+550       1.00     8.10     5/7/2018       5/9/2025       10,973       10,788       10,973  

Alera Group Intermediate Holdings, Inc.(2)(11).

    Insurance       L+450       —         7.02     7/27/2018       8/1/2025       4,993       4,985       4,943  

Alimera Sciences, Inc.(2)(11).

    Pharmaceuticals       L+765       —         10.03     1/5/2018       7/1/2022       5,000       5,009       5,025  

Alteon Health, LLC (fka Island Medical)(2)(11)(14)

    Health Care Providers & Services       L+650       1.00     9.02     3/31/2017       9/1/2022       7,469       7,414       7,095  

American Teleconferencing Services, Ltd. (PGI)(2)(11)

    Communications Equipment       L+650       1.00     9.09     5/5/2016       12/8/2021       14,113       13,643       13,937  

AQA Acquisition Holding, Inc.(2)(11)

    Software       L+425       1.00     7.05     9/7/2018       5/24/2023       5,675       5,621       5,604  

Capstone Logistics Acquisition, Inc.(2)(11)(14)

    Professional Services       L+450       1.00     7.02     10/3/2014       10/7/2021       12,358       12,302       12,204  

Centria Healthcare LLC(2)(11).

    Health Care Providers & Services       L+400       1.00     6.64     11/19/2018       11/3/2021       4,720       4,674       4,672  

Confie Seguros Holding II Co.(2)(11)(14)

    Insurance       L+475       1.00     7.46     10/13/2016       4/19/2022       14,173       14,082       14,014  

DISA Holdings Acquisition Subsidiary Corp.(2)(11)

    Professional Services       L+400       1.00     6.35     6/14/2018       6/30/2022       7,731       7,696       7,712  

Edgewood Partners Holdings, LLC(2)(11)(14)

    Insurance       L+425       1.00     6.77     3/28/2018       9/8/2024       13,272       13,255       13,272  

Empower Payments Acquisition, Inc. (RevSpring).(2)(11)

    Professional Services       L+425       1.00     7.05     11/28/2016       10/11/2025       5,000       4,988       4,988  

Engineering Solutions & Products, LLC(6)(11)

    Aerospace & Defense       L+600       2.00     8.59     11/5/2013       11/5/2019       2,282       2,157       2,282  

Falmouth Group Holdings Corp. (AMPAC)(2)(11)(14)

    Chemicals       L+675       1.00     9.27     12/15/2016       12/14/2021       11,859       11,859       11,859  

GenMark Diagnostics, Inc(2)(4)(11)

    Health Care Providers & Services       —         —         6.90     4/22/2016       1/1/2021       10,039       10,953       10,953  

Global Holdings LLC & Payment Concepts
LLC(2)(11)

    Consumer Finance       L+750       1.00     10.24     3/31/2017       5/5/2022       11,400       11,241       11,400  

Kellermeyer Bergensons Services, LLC (KBS)(2)(11)(14)

    Commercial Services & Supplies       L+475       1.00     7.27     10/31/2014       10/29/2021       8,623       8,579       8,623  

Kore Wireless Group, Inc.(2)(11)

   
Wireless Telecommunication
Services
 
 
    L+550       1.00     8.29     12/21/2018       12/21/2024       12,046       11,805       11,926  

Logix Holding Company, LLC(2)(11)

    Communications Equipment       L+575       1.00     8.27     8/11/2017       12/22/2024       10,688       10,593       10,688  

Mavenir Systems, Inc.(2)(11)

    Software       L+600       1.00     8.39     5/1/2018       5/8/2025       9,950       9,765       9,920  

MHE Intermediate Holdings, LLC (TFS-Miner)(2)(11)(14)

    Air Freight & Logistics       L+500       1.00     7.74     3/8/2017       3/10/2024       5,951       5,902       5,891  

Ministry Brands, LLC(2)(11)(14)

    Software       L+400       1.00     6.52     11/21/2016       12/2/2022       14,320       14,223       14,320  

MRI Software LLC(2)(11)(14)

    Software       L+550       1.00     7.90     6/7/2017       6/30/2023       9,147       9,074       9,055  

MSHC, Inc. (Service Logic) (2)(11)(14)

    Commercial Services & Supplies       L+425       1.00     6.89     7/12/2018       7/31/2023       2,719       2,706       2,705  

National Spine and Pain Centers, LLC (11)(14)

    Health Care Providers & Services       L+450       1.00     7.02     9/18/2018       6/2/2024       2,585       2,574       2,546  

On Location Events, LLC & PrimeSport Holdings Inc.(2)(11)(14)

    Media       L+550       1.00     7.90     12/7/2017       9/29/2021       14,375       14,242       14,267  

Pet Holdings ULC & Pet Supermarket, Inc.(4)(11)(14)

    Specialty Retail       L+550       1.00     7.90     9/18/2018       7/5/2022       4,593       4,548       4,570  

PPT Management Holdings, LLC(2)(11) ††

    Health Care Providers & Services       L+750 PIK       1.00     9.85     12/15/2016       12/16/2022       8,583       8,523       7,295  

Pre-Paid Legal Services, Inc.(2)

    Diversified Consumer Services       L+300       —         5.52     4/13/2018       5/1/2025       1,453       1,446       1,425  

Radiology Partners, Inc.(2)(11)

    Health Care Providers & Services       L+425       —         6.66     6/28/2018       7/9/2025       7,481       7,411       7,350  

Restoration Robotics, Inc.(2)(11)

    Health Care Equipment & Supplies       L+795       —         10.33     5/10/2018       5/1/2022       2,000       1,975       1,995  

Rubius Therapeutics, Inc.(2)(11)

    Pharmaceuticals       L+550       —         7.97     12/21/2018       12/21/2023       2,061       2,056       2,055  

SHO Holding I Corporation (Shoes for Crews)(2)(11)

    Footwear       L+500       1.00     7.53     11/20/2015       10/27/2022       5,820       5,788       5,674  

Solara Medical Supplies, Inc.(2)(11)(14)

    Health Care Providers & Services       L+600       1.00     8.52     5/31/2018       2/27/2024       5,933       5,853       5,933  

The Hilb Group, LLC & Gencorp Insurance Group, Inc.(2)(11)(14)

    Insurance       L+475       1.00     7.55     3/16/2016       6/24/2021       10,982       10,876       10,982  

Trident USA Health Services(2)(11) ††

    Health Care Providers & Services       L+600(13)       1.25     8.53     7/29/2013       7/31/2022       7,057       7,051       4,234  

TwentyEighty, Inc.(11)

    Professional Services       L+800       1.00     10.80     1/31/2017       3/31/2020       96       95       96  

TwentyEighty, Inc.(11) ††

    Professional Services       —         —         8.00 %(7)      1/31/2017       3/31/2020       2,067       2,014       2,067  

TwentyEighty, Inc.(11) ††

    Professional Services       —         —         9.00 %(8)      1/31/2017       3/31/2020       1,981       1,934       1,952  

U.S. Acute Care Solutions, LLC(2)(11)(14)

    Health Care Providers & Services       L+500       1.00     7.52     12/22/2016       5/15/2021       6,370       6,333       6,370  

US Radiology Specialists, Inc.(2)(11)

    Health Care Providers & Services       L+450       1.00     7.12     11/27/2018       1/1/2024       3,766       3,738       3,738  

Web.com Group, Inc.(2)(11)

    Software       L+375       —         6.17     9/17/2018       10/10/2025       9,000       8,978       8,685  

WIRB-Copernicus Group, Inc.(2)(11)(14)

    Professional Services       L+425       1.00     6.77     3/27/2017       8/15/2022       11,524       11,471       11,524  
               

 

 

   

 

 

 

Total Bank Debt/Senior Secured Loans

 

    $ 354,303     $ 350,403  
   

 

 

   

 

 

 

Common Equity/Equity Interests/Warrants—38.1%

    Shares/Units      

Engineering Solutions & Products, LLC(6)(9)(11)

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

Essence Group Holdings Corporation (Lumeris) Warrants(11)†. ..

    Health Care Technology             3/22/2017         52,000       16       89  

Gemino Healthcare Finance, LLC(4)(5)(11)

    Diversified Financial Services             9/30/2013         32,839       31,439       32,550  

North Mill Capital LLC(4)(5)(11)(12)

    Diversified Financial Services             10/20/2017         131       67,000       67,000  

Restoration Robotics, Inc. Warrants(11)

    Health Care Equipment & Supplies             5/10/2018         16,173       25       1  

TwentyEighty Investors, LLC(11)†.

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

 

 

   

 

 

 

Total Common Equity/Equity Interests/Warrants

 

    $ 103,014     $ 99,708  
   

 

 

   

 

 

 

Total Investments(10)—172.2%

 

    $ 457,317     $ 450,111  

Liabilities in Excess of Other Assets—(72.2%)

 

        (188,719
     

 

 

 

Net Assets—100.0%

 

      $ 261,392  
                 

 

 

 

See notes to consolidated financial statements.

 

10


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2018

(in thousands)

 

(1)

Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) index rate or the prime index rate (PRIME or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2018.

(2)

Indicates an investment that is wholly or partially held by Solar Senior Capital Ltd. through its wholly-owned financing subsidiary SUNS SPV LLC (the “SUNS SPV”). Such investments are pledged as collateral under the Senior Secured Revolving Credit Facility (the “Credit Facility”) (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of the Company.

(3)

Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor.

(4)

Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 (“1940 Act”), as amended. If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act. As of December 31, 2018, on a fair value basis, non-qualifying assets in the portfolio represented 25.5% of the total assets of the Company.

(5)

Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2018 in these controlled investments are as follows:

 

Name of Issuer

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

First Lien Loan Program LLC (15)

  $ 35,835     $ 5,521     $ 42,980     $ (3,209   $ (1,585   $ 2,889   $ —    

Gemino Healthcare Finance, LLC

    35,050       —         1,400       —         (1,100     3,498     32,550  

North Mill Capital LLC

    51,000       16,000       —         —         —         5,703     67,000  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 121,885     $ 21,521     $ 44,380     $ (3,209   $ (2,685   $ 12,090     $ 99,550  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(6)

Denotes investments in which we are an “Affiliated Person” but not exercising a controlling influence, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 5% but less than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2018 in these affiliated investments are as follows:

 

Name of Issuer

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

Engineering Solutions & Products, LLC (1st lien)

    —         602       602     —         —         54       —    

Engineering Solutions & Products, LLC (2nd lien)

    2,145       76       226     —         238       329       2,282  

Engineering Solutions & Products, LLC (equity interests)

    68     —         —         —         —         —         68
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 2,213     $ 678     $ 828     $ —       $ 238     $ 383     $ 2,350  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(7)

Coupon is 4.00% Cash / 4.00% PIK.

(8)

Coupon is 0.25% Cash / 8.75% PIK.

(9)

Our equity investment in Engineering Solutions & Products, LLC is held through ESP SSC Corporation, a taxable consolidated subsidiary.

(10)

Aggregate net unrealized depreciation for federal income tax purposes is $10,007; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $1,362 and $11,369, respectively, based on a tax cost of $460,118. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.

(11)

Level 3 investment valued using significant unobservable inputs.

(12)

Our equity investment in North Mill Capital LLC is partially held through ESP SSC Corporation, a taxable consolidated subsidiary.

(13)

Spread is 3.00% Cash / 3.00% PIK.

(14)

Indicates an investment that is wholly or partially held by Solar Senior Capital Ltd. through its wholly-owned financing subsidiary FLLP 2015-1 LLC (the “FLLP SPV”). Such investments are pledged as collateral under the FLLP 2015-1, LLC Revolving Credit Facility (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of the Company.

(15)

On September 18, 2018, the Company acquired 100% of the equity of FLLP and as such consolidated this investment as of this date. On December 19, 2018, FLLP was merged into the Company.

Non-income producing security.

††

Investment contains a payment-in-kind (“PIK”) feature.

See notes to consolidated financial statements.

 

11


Table of Contents

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2018

 

Industry Classification

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

Diversified Financial Services (includes Gemino Healthcare Finance, LLC and North Mill Capital LLC)

       22.1 %

Health Care Providers & Services

       15.8 %

Professional Services

       11.8 %

Insurance

       11.2 %

Software

       10.6 %

Communications Equipment

       5.5 %

Media

       3.2 %

Electronic Equipment, Instruments & Components

       3.1 %

Wireless Telecommunication Services

       2.6 %

Chemicals

       2.6 %

Consumer Finance

       2.5 %

Commercial Services & Supplies

       2.5 %

Pharmaceuticals

       1.6 %

Air Freight & Logistics

       1.3 %

Footwear

       1.3 %

Specialty Retail

       1.0 %

Aerospace & Defense

       0.5 %

Health Care Equipment & Supplies

       0.5 %

Diversified Consumer Services

       0.3 %

Health Care Technology

       0.0 %
    

 

 

 

Total Investments

       100.0 %
    

 

 

 

See notes to consolidated financial statements.

 

12


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

June 30, 2019

(in thousands, except share amounts)

Note 1. Organization

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

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

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

Note 2. Significant Accounting Policies

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”), and include the accounts of the Company and certain wholly-owned subsidiaries. The consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition for the periods presented. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts may have been reclassified to conform to current period presentation.

Interim consolidated financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, they may not include all of the information and notes required by GAAP for annual consolidated financial statements. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending on December 31, 2019.

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

 

13


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

The significant accounting policies consistently followed by the Company are:

 

  (a)

Investment transactions are accounted for on the trade date;

 

  (b)

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

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

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

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

Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. However, in accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income

 

14


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

approach uses valuation approaches to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. For the six months ended June 30, 2019, there has been no change to the Company’s valuation approaches or techniques and the nature of the related inputs considered in the valuation process.

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

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

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

Level 3: Unobservable inputs for the asset or liability.

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

 

  (c)

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

 

  (d)

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

 

  (e)

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

 

  (f)

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

 

15


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

  (g)

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

 

  (h)

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

 

  (i)

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

 

  (j)

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

 

  (k)

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

 

  (l)

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

 

  (m)

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

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The amendments

 

16


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

in this Update modify and eliminate certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the impact of ASU 2018-13 on its consolidated financial statements and disclosures.

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, which will amend FASB ASC 310-20. The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium, generally requiring the premium to be amortized to the earliest call date. For public business entities, the amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company has adopted ASU 2017-08 and determined that the adoption has not had a material impact on its consolidated financial statements and disclosures.

Note 3. Agreements

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

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

 

   

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

 

   

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

 

17


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

and

 

   

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

The second part of the performance-based incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date) and will equal 20% of the Company’s cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment basis at the end of each calendar year) and all net capital gains upon which prior performance-based capital gains incentive fee payments were previously made to the Investment Adviser. For financial statement purposes, the second part of the performance-based incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation. No accrual was required for the three and six months ended June 30, 2019 and 2018.

For the three and six months ended June 30, 2019 the Company recognized $1,203 and $2,359, respectively, in gross base management fees and $525 and $1,069, respectively, in gross performance-based incentive fees. For the three and six months ended June 30, 2019, $459 and $459, respectively, of such base management fees were waived. For the three and six months ended June 30, 2019, $525 and $1,061, respectively, of such performance-based incentive fees were waived. For the three and six months ended June 30, 2018 the Company recognized $1,145 and $2,193, respectively, in gross base management fees and $491 and $1,109, respectively, in gross performance-based incentive fees. For the three and six months ended June 30, 2018, no base management fees were waived. For the three and six months ended June 30, 2018, $437 and $745, respectively, of such performance-based incentive fees were waived. For the three and six months ended June 30, 2019 and 2018, there were no fees recaptured by the Investment Adviser. The below voluntary fee waivers were made at the Investment Adviser’s discretion and are subject to recapture by the Investment Adviser and reimbursement by the company under the conditions noted below. No fees will be recouped by the Investment Adviser if (i) for the period in which recoupment occurs, the ratio of operating expenses to average net assets, when considering the reimbursement, exceeds the same ratio for the period in which the waiver occurred; (ii) for the period in which recoupment occurs, the annualized distribution rate cannot fall below the annualized distribution rate for the period in which the waiver occurred; and (iii) recoupment can only occur within three years from the date of the waiver. The table below presents a summary of fees waived that may be subject to recoupment:

 

Three Months Ended

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

December 31, 2017

   $ 281      $ —        $ 281        0.33     8.39     September 30, 2019  

March 31, 2018

     308        —          308        0.28     8.37     December 31, 2019  

June 30, 2018

     437        153        284        0.30     8.37     March 31, 2020  

December 31, 2018

     362        —          362        0.20     8.38     September 30, 2020  

March 31, 2019

     536        —          536        0.28     8.65     December 31, 2020  

June 30, 2019

     984        —          984        0.31     8.60     March 31, 2021  
  

 

 

    

 

 

    

 

 

        

Total

   $ 2,908      $ 153      $ 2,755         
  

 

 

    

 

 

    

 

 

        

 

(1)

Operating expense includes all expenses borne by the Company, except for organizational and offering costs, base management fees, performance-based incentive fees and interest expense. The ratios presented are not annualized.

 

18


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

(2)

Annualized distribution rate equals the annualized rate of distributions paid to stockholders based on the amount of the distributions declared prior to the date that the waivers of expenses related to management and performance-based incentive fees were incurred.

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

For the three and six months ended June 30, 2019, the Company recognized expenses under the Administration Agreement of $400 and $796, respectively. For the three and six months ended June 30, 2018, the Company recognized expenses under the Administration Agreement of $387 and $769, respectively. No managerial assistance fees were accrued or collected for the three and six months ended June 30, 2019 and 2018.

Note 4. Net Asset Value Per Share

At June 30, 2019, the Company’s total net assets and net asset value per share were $262,109 and $16.34, respectively. This compares to total net assets and net asset value per share at December 31, 2018 of $261,392 and $16.30, respectively.

Note 5. Earnings Per Share

The following table sets forth the computation of basic and diluted net increase in net assets per share resulting from operations, pursuant to ASC 260-10, for the three and six months ended June 30, 2019 and 2018:

 

     Three months ended June 30,      Six months ended June 30,  
     2019      2018      2019      2018  

Earnings per share (basic & diluted)

           

Numerator—net increase in net assets resulting from operations:

   $ 4,586      $ 5,519      $ 11,972      $ 11,036  

Denominator—weighted average shares:

     16,043,288        16,040,457        16,042,086        16,039,628  

Earnings per share:

   $ 0.29      $ 0.34      $ 0.75      $ 0.69  

Note 6. Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

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

 

19


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

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

 

  a)

Quoted prices for similar assets or liabilities in active markets;

 

  b)

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

 

  c)

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

 

  d)

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

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

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

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

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

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, as of June 30, 2019 and December 31, 2018:

Fair Value Measurements

As of June 30, 2019

 

     Level 1      Level 2      Level 3      Total  

Assets:

           

Bank Debt/Senior Secured Loans

   $ —        $ 7,315      $ 362,294      $ 369,609  

Common Equity/Equity Interests/Warrants

     —          —          104,639        104,639  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ —        $ 7,315      $ 466,933      $ 474,248  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

20


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

Fair Value Measurements

As of December 31, 2018

 

     Level 1      Level 2      Level 3      Total  

Assets:

           

Bank Debt/Senior Secured Loans

   $ —        $ 8,589      $ 341,814      $ 350,403  

Common Equity/Equity Interests/Warrants

     —          —          99,708        99,708  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ —        $ 8,589      $ 441,522      $ 450,111  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

FLLP Facility

   $ —        $ —        $ 51,371      $ 51,371  
  

 

 

    

 

 

    

 

 

    

 

 

 

The following tables provides a summary of the changes in fair value of Level 3 assets and liabilities for the six months ended June 30, 2019 and the year ended December 31, 2018, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at June 30, 2019 and December 31, 2018:

Fair Value Measurements Using Level 3 Inputs

 

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

Fair value, December 31, 2018

   $ 341,814     $ 99,708     $ 441,522  

Total gains or losses included in earnings:

      

Net realized gain (loss)

     212       —         212  

Net change in unrealized gain (loss)

     (4,731     4,973       242  

Purchase of investment securities

     51,097       —         51,097  

Proceeds from dispositions of investment securities

     (26,098     (42     (26,140

Transfers into Level 3

     —         —         —    

Transfers out of Level 3

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Fair value, June 30, 2019

   $ 362,294     $ 104,639     $ 466,933  
  

 

 

   

 

 

   

 

 

 

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

      

Net change in unrealized gain (loss):

   $ (4,731   $ 4,973     $ 242  
  

 

 

   

 

 

   

 

 

 

The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the six months ended June 30, 2019:

 

Beginning fair value at December 31, 2018

   $ 51,371  

Borrowings

     5,082  

Repayments

     —    

Transfers in/out of Level 3

     (56,453
  

 

 

 

Ending fair value at June 30, 2019

   $ —    
  

 

 

 

The Company did not elect to apply the fair value option of accounting to the FLLP Facility, which was refinanced by way of amendment on May 31, 2019. As this refinancing was deemed to be a significant

 

21


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

modification of debt, per ASC 825-10-25, a new election date was triggered. As such the FLLP Facility is shown as a transfer out of Level 3.

Fair Value Measurements Using Level 3 Inputs

 

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

Fair value, December 31, 2017

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

Total gains or losses included in earnings:

      

Net realized gain (loss)

     (5,218     —         (5,218

Net change in unrealized gain (loss)

     (1,052     (1,073     (2,125

Purchase of investment securities

     168,768       16,024       184,792  

Proceeds from dispositions of investment securities

     (176,482     (1,400     (177,882

Transfers in/out of Level 3

     91,148       —         91,148
  

 

 

   

 

 

   

 

 

 

Fair value, December 31, 2018

   $ 341,814     $ 99,708     $ 441,522  
  

 

 

   

 

 

   

 

 

 

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

      

Net change in unrealized gain (loss):

   $ (1,053   $ (1,073   $ (2,126
  

 

 

   

 

 

   

 

 

 

During the quarter ended June 30, 2018, Advantage Sales and Marketing Inc. was transferred from Level 2 to Level 3. At June 30, 2018, the Investment Adviser believed that the available quote for Advantage Sales and Marketing Inc. was no longer representative of fair value. However, the quote was still considered as an input to the fair value determination. As such, Advantage Sales and Marketing Inc. was transferred from Level 2 to Level 3 as the Investment Adviser could no longer rely on the available quote from a third-party source and was using additional assumptions in fair valuing the investment. During the quarter ended September 30, 2018, the Company’s investment in FLLP was consolidated, and as such the Level 3 assets held by FLLP are reflected as transfers into Level 3. During the quarter ended December 31, 2018, Pre-Paid Legal Services, Inc. was transferred from Level 3 to Level 2 as the Investment Adviser believed that there was ample liquidity in the available quote given known transactions and thus believed the quote to be representative of fair value.

The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the year ended December 31, 2018:

 

Beginning fair value at December 31, 2017

   $ 124,200  

Borrowings

     30,950  

Repayments

     (29,376

Transfers in/out of Level 3

     (74,403
  

 

 

 

Ending fair value at December 31, 2018

   $ 51,371  
  

 

 

 

The Company made an election to apply the fair value option of accounting to the FLLP Facility, in accordance with ASC 825-10. On December 31, 2018, there were borrowings of $51,371 on the FLLP Facility. For the year ended December 31, 2018, the FLLP Facility had no net change in unrealized (appreciation) depreciation. As a result of the consolidation of FLLP, the FLLP Facility is shown as a transfer into Level 3.

 

22


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

The Company did not elect to apply the fair value option of accounting to the Credit Facility, which was refinanced by way of amendment on June 1, 2018. As this refinancing was deemed to be a significant modification of debt, per ASC 825-10-25, a new election date was triggered. As such the Credit Facility is shown as a transfer out of Level 3.

Quantitative Information about Level 3 Fair Value Measurements

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

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

Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of June 30, 2019 is summarized in the table below:

 

    Asset or
Liability
  Fair Value at
June 30,
2019
    Principal
Valuation

Technique/
Methodology
  Unobservable Input   Range (Weighted
Average)

Bank Debt / Senior Secured Loans

  Asset   $ 362,222     Income Approach   Market Yield   6.4% – 15.5% (8.2%)
  Asset   $ 72     Market Approach   EBITDA Multiple   7.0x – 10.0x (8.5x)

Common Equity/Equity Interests/Warrants

 

Asset

  $

$

3,189

101,450

 

 

  Market Approach

Market Approach

  EBITDA Multiple

Return on Equity

  5.8x – 14.4x (14.4x)

3.5% – 28.9% (6.5%)

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

Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2018 is summarized in the table below:

 

    Asset or
Liability
  Fair Value at
December 31,
2018
    Principal
Valuation

Technique/
Methodology
  Unobservable Input   Range (Weighted
Average)

Bank Debt / Senior Secured Loans

  Asset   $ 341,814     Income Approach   Market Yield   6.9% – 25.5% (8.7%)

Common Equity/Equity Interests/Warrants

 

Asset

  $

$

158

99,550

 

 

  Market Approach

Market Approach

  EBITDA Multiple

Return on Equity

  5.8x – 14.4x (14.4x)

7.5% – 25.2% (10.1%)

FLLP Facility

  Liability   $ 51,371     Income Approach   Market Yield   L+1.4% – L+4.8%
(L+2.3%)

 

23


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

Significant increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs used in deriving bid-ask spreads, if applicable, would result in a significantly lower or higher fair value measurement for such assets and liabilities. Generally, an increase in market yields or decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Company’s investments.

Note 7. Debt

Credit Facility—On August 26, 2011, the Company established our wholly-owned subsidiary, SUNS SPV LLC (the “SUNS SPV”) which entered into the Credit Facility with Citigroup Global Markets Inc. acting as administrative agent. On January 10, 2017, commitments to the Credit Facility, as amended, were increased from $175,000 to $200,000 by utilizing the accordion feature. The commitment can also be expanded up to $600,000. The stated interest rate on the Credit Facility is LIBOR plus 2.00% with no LIBOR floor requirement and the current final maturity date is June 1, 2023. The Credit Facility is secured by all of the assets held by SUNS SPV. Under the terms of the Credit Facility, Solar Senior and SUNS SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes usual and customary events of default for credit facilities of this nature. The Credit Facility was amended on November 7, 2012, June 30, 2014, May 29, 2015 to extend maturities and add greater investment flexibility, among other changes. On June 1, 2018, the Credit Facility was refinanced by way of amendment, allowing for greater investment flexibility and the extension of the maturity date, among other changes. On July 13, 2018, commitments to the Credit Facility, as amended, were increased from $200,000 to $225,000 by utilizing the accordion feature. There were $162,800 of borrowings outstanding as of June 30, 2019 under the Credit Facility.

FLLP Facility—On May 31, 2019, the Company as transferor and FLLP 2015-1, LLC, a wholly-owned subsidiary of the Company, as borrower entered into amendment number five to the $75,000 FLLP Facility with Wells Fargo Bank, NA acting as administrative agent. The Company acts as servicer under the FLLP Facility. The FLLP Facility is scheduled to mature on May 31, 2024. The FLLP Facility generally bears interest at a rate of LIBOR plus a range of 2.15-2.25%. The Company and FLLP 2015-1, LLC, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The FLLP Facility also includes usual and customary events of default for credit facilities of this nature. There were $56,452 of borrowings outstanding as of June 30, 2019.

The average annualized interest cost for all borrowings for the six months ended June 30, 2019 and the year ended December 31, 2018 was 4.79% and 4.30%, respectively. These costs are exclusive of other credit facility expenses such as unused fees and fees paid to the back-up servicer, if any. The maximum amount borrowed on the revolving credit facilities during the six months ended June 30, 2019 and the year ended December 31, 2018, was $223,453 and $214,296, respectively.

 

24


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

Note 8. Financial Highlights and Senior Securities Table

The following is a schedule of financial highlights for the six months ended June 30, 2019 and 2018:

 

     Six months ended
June 30, 2019
    Six months ended
June 30, 2018
 

Per Share Data:(a)

    

Net asset value, beginning of year

   $ 16.30     $ 16.84  
  

 

 

   

 

 

 

Net investment income

     0.70       0.71  

Net realized and unrealized gain

     0.04       (0.01
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     0.74       0.70  

Distributions to stockholders:

    

From net investment income

     (0.70     (0.71
  

 

 

   

 

 

 

Net asset value, end of period

   $ 16.34     $ 16.83  
  

 

 

   

 

 

 

Per share market value, end of period

   $ 15.91     $ 16.31  

Total Return(b)

     9.77     (4.24 )% 

Net assets, end of period

   $ 262,109     $ 269,924  

Shares outstanding, end of period

     16,043,735       16,040,485  
  

 

 

   

 

 

 

Ratios to average net assets(c):

    

Net investment income

     4.31     4.19
  

 

 

   

 

 

 

Operating expenses

     1.32 %*      1.61 %* 

Interest and other credit facility expenses

     2.09     1.17
  

 

 

   

 

 

 

Total expenses

     3.41 %*      2.78 %* 
  

 

 

   

 

 

 

Average debt outstanding

   $ 207,500     $ 152,870  

Portfolio turnover ratio

     5.9     11.9

 

(a)

Calculated using the average shares outstanding method.

(b)

Total return is based on the change in market price per share during the period and takes into account distributions, if any, reinvested in accordance with the dividend reinvestment plan. The market price per share as of December 31, 2018 and December 31, 2017 was $15.12 and $17.76, respectively. Total return does not include a sales load.

(c)

Not annualized for periods less than one year.

*

The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is shown net of voluntary management and/or incentive fee waivers (see note 3). For the six months ended June 30, 2019, the ratios of operating expenses to average net assets and total expenses to average net assets would be 1.90% and 3.99%, respectively, without the voluntary management and incentive fee waivers. For the six months ended June 30, 2018, the ratios of operating expenses to average net assets and total expenses to average net assets would be 1.89% and 3.06%, respectively, without the voluntary incentive fee waiver.

Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy the asset coverage test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would

 

25


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

not be available for distributions to our common stockholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. Our stockholders approved being subject to a 150% asset coverage ratio effective October 12, 2018.

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

 

Class and Year

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

Credit Facility

           

Fiscal 2019 (through June 30, 2019)

   $ 162,800      $ 1,630      $ —          N/A  

Fiscal 2018

     119,200        1,770        —          N/A  

Fiscal 2017

     124,200        3,175        —          N/A  

Fiscal 2016

     98,300        3,738        —          N/A  

Fiscal 2015

     116,200        2,621        —          N/A  

Fiscal 2014

     143,200        2,421        —          N/A  

Fiscal 2013

     61,400        4,388        —          N/A  

Fiscal 2012

     39,100        5,453        —          N/A  

Fiscal 2011

     8,600        21,051        —          N/A  

FLLP Facility

           

Fiscal 2019 (through June 30, 2019)

     56,452        565        —          N/A  

Fiscal 2018

     51,371        762        —          N/A  

Total Senior Securities

           

Fiscal 2019 (through June 30, 2019)

   $ 219,252      $ 2,195      $ —          N/A  

Fiscal 2018

     170,571        2,532        —          N/A  

Fiscal 2017

     124,200        3,175        —          N/A  

Fiscal 2016

     98,300        3,738        —          N/A  

Fiscal 2015

     116,200        2,621        —          N/A  

Fiscal 2014

     143,200        2,421        —          N/A  

Fiscal 2013

     61,400        4,388        —          N/A  

Fiscal 2012

     39,100        5,453        —          N/A  

Fiscal 2011

     8,600        21,051        —          N/A  

 

(1)

Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the Asset Coverage Per Unit. In order to determine the specific Asset Coverage Per Unit for each class of debt, the total Asset Coverage Per Unit was divided based on the amount outstanding at the end of the period for each. As of June 30, 2019, asset coverage was 219.5%.

(3)

The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.

(4)

Not applicable, we do not have senior securities that are registered for public trading.

 

26


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

Note 9. Gemino Healthcare Finance, LLC

We acquired Gemino Healthcare Finance, LLC (d/b/a Gemino Senior Secured Healthcare Finance) (“Gemino”) on September 30, 2013. Gemino is a commercial finance company that originates, underwrites, and manages primarily secured, asset-based loans for small and mid-sized companies operating in the healthcare industry. Our initial investment in Gemino was $32,839. The management team of Gemino co-invested in the transaction and continues to lead Gemino. As of June 30, 2019, Gemino’s management team and Solar Senior own approximately 7% and 93% of the equity in Gemino, respectively.

Concurrent with the closing of the transaction, Gemino entered into a new, four-year, non-recourse, $100,000 credit facility with non-affiliates, which was expandable to $150,000 under its accordion feature. Effective March 31, 2014, the credit facility was expanded to $105,000 and again on June 27, 2014 to $110,000. On May 27, 2016, Gemino entered into a new $125,000 credit facility which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $200,000 and had a maturity date of May 27, 2020. On June 28, 2019, this $125,000 facility was amended, extending the maturity date to June 28, 2023.

Gemino currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of June 30, 2019, the portfolio totaled approximately $187,252 of commitments, of which $119,065 were funded, on total assets of $107,012. As of December 31, 2018, the portfolio totaled approximately $174,083 of commitments, of which $108,643 were funded, on total assets of $108,640. At June 30, 2019, the portfolio consisted of 33 issuers with an average balance of approximately $3,608 versus 34 issuers with an average balance of approximately $3,195 at December 31, 2018. All of the commitments in Gemino’s portfolio are floating-rate, senior-secured, cash-pay loans. Gemino’s credit facility, which is non-recourse to us, had approximately $73,000 and $75,000 of borrowings outstanding at June 30, 2019 and December 31, 2018, respectively. For the three months ended June 30, 2019 and 2018, Gemino had net income of $948 and $668, respectively, on gross income of $3,382 and $2,745, respectively. For the six months ended June 30, 2019 and 2018, Gemino had net income of $1,879 and $1,380, respectively, on gross income of $6,537 and $5,464, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.

 

27


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

Note 10. Commitments and Contingencies

The Company had unfunded debt and equity commitments to various revolving and delayed draw loans as well as to Gemino Healthcare Finance, LLC. The total amount of these unfunded commitments as of June 30, 2019 and December 31, 2018 is $34,674 and $23,619, respectively, comprised of the following:

 

     June 30,
2019
     December 31,
2018
 

Unified Physician Management, LLC

   $ 10,030      $ —    

MSHC, Inc.

     8,322        3,326  

Solara Medical Supplies, Inc.

     3,930        2,056  

WIRB-Copernicus Group, Inc.

     2,393        2,649  

Rubius Therapeutics, Inc.

     2,061        4,121  

GenMark Diagnostics, Inc.

     1,628      700

Gemino Healthcare Finance, LLC*

     1,400      1,400

Edgewood Partners Holdings, LLC

     1,008        —    

Composite Technology Acquisition Corp.

     1,000      —    

Cerapedics, Inc.

     824        —    

MRI Software LLC

     803      2,446

DISA Holdings Acquisition Corp.

     520        2,586  

Engineering Solutions & Products, LLC

     334      535

AQA Acquisition Holding, Inc.

     142        142  

TwentyEighty, Inc.

     140      140

Centria Healthcare LLC

     139        333  

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

     —          3,156

MHE Intermediate Holdings, LLC

     —          29
  

 

 

    

 

 

 

Total Commitments

   $ 34,674      $ 23,619  
  

 

 

    

 

 

 

 

*

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

The credit agreements of the above loan commitments contain customary lending provisions and/or are subject to the portfolio company’s achievement of certain milestones that allow relief to the Company from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company. As of June 30, 2019 and December 31, 2018, the Company had sufficient cash available and/or liquid securities available to fund its commitments.

Note 11. North Mill Holdco LLC

We acquired 100% of the equity interests of North Mill Capital LLC (“NMC”) on October 20, 2017. NMC is a leading asset-backed lending commercial finance company that provides senior secured asset-backed financings to U.S. based small-to-medium-sized businesses primarily in the manufacturing, services and distribution industries. We invested approximately $51,000 to effect the transaction. Subsequently, the Company contributed 1% of its equity interest in NMC to ESP SSC Corporation. Immediately thereafter, the Company and ESP SSC Corporation contributed their equity interests to NorthMill LLC (“North Mill”). On May 1, 2018, North Mill merged with and into NMC, with NMC being the surviving company. The Company and ESP SSC Corporation own 99% and 1% of the equity interests of NMC, respectively. The management team of NMC

 

28


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

continues to lead NMC. On June 28, 2019, North Mill Holdco LLC (“NM Holdco”), a newly formed entity and ESP SSC Corporation acquired Summit Financial Resources, a Salt Lake City-based provider of asset-backed financing to small and medium-sized businesses. As part of this transaction, the Company’s 99% interest in the equity of NMC was contributed to NM Holdco. This approximately $15,500 transaction was financed with borrowings on NMC’s credit facility.

NM Holdco currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of June 30, 2019, the portfolio totaled approximately $363,904 of commitments, of which $173,889 were funded, on total assets of $209,021. As of December 31, 2018, the portfolio totaled approximately $247,259 of commitments, of which $122,323 were funded, on total assets of $155,568. At June 30, 2019, the portfolio consisted of 151 issuers with an average balance of approximately $1,152 versus 80 issuers with an average balance of approximately $1,529 at December 31, 2018. NMC has a senior credit facility with a bank lending group for $160,000 which expires on October 20, 2020. Borrowings are secured by substantially all of NMC’s assets. NMC’s credit facility, which is non-recourse to us, had approximately $135,462 and $88,892 of borrowings outstanding at June 30, 2019 and December 31, 2018, respectively. For the three months ended June 30, 2019 and 2018, NMC had net income of $495 and $591, respectively, on gross income of $4,207 and $5,361, respectively. For the six months ended June 30, 2019 and 2018, NMC had net income of $865 and $1,531, respectively, on gross income of $8,094 and $10,253, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in NM Holdco’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that NM Holdco will be able to maintain consistent dividend payments to us.

Note 12. Capital Share Transactions

As of June 30, 2019 and June 30, 2018, 200,000,000 shares of $0.01 par value capital stock were authorized.

Transactions in capital stock were as follows:

 

     Shares      Amount  
     Three months
ended
June 30, 2019
     Three months
ended
June 30, 2018
     Three months
ended
June 30, 2019
     Three months
ended
June 30, 2018
 

Shares issued in reinvestment of distributions

     2,131        1,279      $ 36      $ 22  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase

    
2,131
 
     1,279      $ 36      $ 22  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Shares      Amount  
     Six months
ended
June 30, 2019
     Six months
ended
June 30, 2018
     Six months
ended
June 30, 2019
     Six months
ended
June 30, 2018
 

Shares issued in reinvestment of distributions

     3,250        3,755      $ 55      $ 65  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase

     3,250        3,755      $ 55      $ 65  
  

 

 

    

 

 

    

 

 

    

 

 

 

Note 13. 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.

 

29


Table of Contents

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

June 30, 2019

(in thousands, except share amounts)

 

On July 2, 2019, the Board declared a monthly distribution of $0.1175 per share payable on August 1, 2019 to holders of record as of July 25, 2019.

On August 5, 2019, the Board declared a monthly distribution of $0.1175 per share payable on August 30, 2019 to holders of record as of August 22, 2019.

 

30


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Solar Senior Capital Ltd.:

Results of Review of Interim Financial Information

We have reviewed the consolidated statement of assets and liabilities of Solar Senior Capital Ltd. (and consolidated subsidiaries) (the Company), including the consolidated schedule of investments, as of June 30, 2019, the related consolidated statements of operations for the three-month and six-month periods ended June 30, 2019 and 2018, the related consolidated statements of changes in net assets for the three-month and six-month periods ended June 30, 2019 and 2018, the related consolidated statements of cash flows for the six-month periods ended June 30, 2019 and 2018, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of the Company as of December 31, 2018, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated February 21, 2019, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, as of December 31, 2018, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities, including the consolidated schedule of investments, from which it has been derived.

Basis for Review Results

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

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

/s/ KPMG LLP

New York, New York

August 5, 2019

 

31


Table of Contents
Item 2.

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

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

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

 

   

our future operating results;

 

   

our business prospects and the prospects of our portfolio companies;

 

   

the impact of investments that we expect to make;

 

   

our contractual arrangements and relationships with third parties;

 

   

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

 

   

the ability of our portfolio companies to achieve their objectives;

 

   

our expected financings and investments;

 

   

the adequacy of our cash resources and working capital; and

 

   

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

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

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

Overview

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

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

 

32


Table of Contents

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

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

As of June 30, 2019, the Investment Adviser has directly invested approximately $8.5 billion in more than 375 different portfolio companies since 2006. Over the same period, the Investment Adviser completed transactions with approximately 200 different financial sponsors.

Recent Developments

On July 2, 2019, the Board declared a monthly distribution of $0.1175 per share payable on August 1, 2019 to holders of record as of July 25, 2019.

On August 5, 2019, the Board declared a monthly distribution of $0.1175 per share payable on August 30, 2019 to holders of record as of August 22, 2019.

 

33


Table of Contents

Investments

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

Revenue

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

Expenses

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

 

   

the cost of our organization and public offerings;

 

   

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

 

   

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

 

   

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

 

   

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

 

   

transfer agent and custodial fees;

 

   

fees and expenses associated with marketing efforts;

 

   

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

 

   

federal, state and local taxes;

 

   

independent directors’ fees and expenses;

 

   

brokerage commissions;

 

   

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

 

34


Table of Contents
   

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

 

   

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

 

   

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

 

   

all other expenses incurred by either Solar Capital Management or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion of overhead and other expenses incurred by Solar Capital Management in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the costs of compensation and related expenses of our chief compliance officer and our chief financial officer and their respective staffs.

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

Portfolio and Investment Activity

During the three months ended June 30, 2019, we invested $18.8 million across 12 portfolio companies. This compares to investing $70.5 million in 15 portfolio companies for the three months ended June 30, 2018. Investments sold or prepaid during the three months ended June 30, 2019 totaled $11.8 million versus $24.9 million for the three months ended June 30, 2018.

At June 30, 2019, our portfolio consisted of 50 portfolio companies and was invested 78.0% directly in senior secured loans and 22.0% in common equity/equity interests/warrants (of which 7.2% is Gemino and 14.2% is NM Holdco, through which the Company indirectly invests in senior secured loans), in each case, measured at fair value versus 49 portfolio companies invested 73.3% directly in senior secured loans and 26.7% in common equity (of which 7.2% is Gemino, 6.8% is FLLP and 12.6% is NMC) at June 30, 2018.

At June 30, 2019, 97.1% or $457.1 million of our income producing investment portfolio* was floating rate and 2.9% or $13.5 million was fixed rate, measured at fair value. At June 30, 2018, 95.0% or $446.7 million of our income producing investment portfolio* was floating rate and 5.0% or $23.3 million was fixed rate, measured at fair value.

Since the initial public offering of Solar Senior on February 24, 2011 and through June 30, 2019, invested capital totaled approximately $1.6 billion in over 160 portfolio companies. Over the same period, Solar Senior completed transactions with more than 100 different financial sponsors.

Gemino Healthcare Finance, LLC

We acquired Gemino (d/b/a Gemino Senior Secured Healthcare Finance) on September 30, 2013. Gemino is a commercial finance company that originates, underwrites, and manages primarily secured, asset-based loans for small and mid-sized companies operating in the healthcare industry. Our initial investment in Gemino was

 

* 

We have included Gemino Healthcare Finance, LLC and North Mill Holdco LLC within our income producing investment portfolio.

 

35


Table of Contents

$32.8 million. The management team of Gemino co-invested in the transaction and continues to lead Gemino. As of June 30, 2019, Gemino’s management team and Solar Senior own approximately 7% and 93% of the equity in Gemino, respectively.

Concurrent with the closing of the transaction, Gemino entered into a new, four-year, non-recourse, $100.0 million credit facility with non-affiliates, which was expandable to $150.0 million under its accordion feature. Effective March 31, 2014, the credit facility was expanded to $105.0 million and again on June 27, 2014 to $110.0 million. On May 27, 2016, Gemino entered into a new $125.0 million credit facility which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $200.0 million and had a maturity date of May 27, 2020. On June 28, 2019, this $125.0 million facility was amended, extending the maturity date to June 28, 2023.    

Gemino currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of June 30, 2019, the portfolio totaled approximately $187.3 million of commitments, of which $119.1 million were funded, on total assets of $107.0 million. As of December 31, 2018, the portfolio totaled approximately $174.1 million of commitments, of which $108.6 million were funded, on total assets of $108.6 million. At June 30, 2019, the portfolio consisted of 33 issuers with an average balance of approximately $3.6 million versus 34 issuers with an average balance of approximately $3.2 million at December 31, 2018. All of the commitments in Gemino’s portfolio are floating-rate, senior-secured, cash-pay loans. Gemino’s credit facility, which is non-recourse to us, had approximately $73.0 million and $75.0 million of borrowings outstanding at June 30, 2019 and December 31, 2018, respectively. For the three months ended June 30, 2019 and 2018, Gemino had net income of $0.9 million and $0.7 million, respectively, on gross income of $3.4 million and $2.7 million, respectively. For the six months ended June 30, 2019 and 2018, Gemino had net income of $1.9 million and $1.4 million, respectively, on gross income of $6.5 million and $5.5 million, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in Gemino’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that Gemino will be able to maintain consistent dividend payments to us.

North Mill Holdco LLC

We acquired 100% of the equity interests of North Mill Capital LLC (“NMC”) on October 20, 2017. NMC is a leading asset-backed lending commercial finance company that provides senior secured asset-backed financings to U.S. based small-to-medium-sized businesses primarily in the manufacturing, services and distribution industries. We invested approximately $51 million to effect the transaction. Subsequently, the Company contributed 1% of its equity interest in NMC to ESP SSC Corporation. Immediately thereafter, the Company and ESP SSC Corporation contributed their equity interests to North Mill. On May 1, 2018, North Mill merged with and into NMC, with NMC being the surviving company. The Company and ESP SSC Corporation own 99% and 1% of the equity interests of NMC, respectively. The management team of NMC continues to lead NMC. On June 28, 2019, NM Holdco, a newly formed entity and ESP SSC Corporation acquired Summit Financial Resources, a Salt Lake City-based provider of asset-backed financing to small and medium-sized businesses. As part of this transaction, the Company’s 99% interest in the equity of NMC was contributed to NM Holdco. This approximately $15.5 million transaction was financed with borrowings on NMC’s credit facility.

NM Holdco currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of June 30, 2019, the portfolio totaled approximately $363.9 million of commitments, of which $173.9 million were funded, on total assets of $209.0 million. As of December 31, 2018, the portfolio totaled approximately $247.3 million of commitments, of which $122.3 million were funded, on total assets of $155.6 million. At June 30, 2019, the portfolio consisted of 151 issuers with an average balance of approximately $1.2 million versus 80 issuers with an average balance of approximately $1.5 million at December 31, 2018. NMC has a senior credit facility with a bank lending group for $160.0 million which expires on October 20, 2020. Borrowings are secured by substantially all of NMC’s assets. NMC’s credit facility, which is non-recourse

 

36


Table of Contents

to us, had approximately $135.5 million and $88.9 million of borrowings outstanding at June 30, 2019 and December 31, 2018, respectively. For the three months ended June 30, 2019 and 2018, NMC had net income of $0.5 million and $0.6 million, respectively on gross income of $4.2 million and $5.4 million, respectively. For the six months ended June 30, 2019 and 2018, NMC had net income of $0.9 million and $1.5 million, respectively on gross income of $8.1 million and $10.3 million, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in NM Holdco’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that NM Holdco will be able to maintain consistent dividend payments to us.

Critical Accounting Policies

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

Valuation of Portfolio Investments

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

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

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

The recommendation of fair value generally considers the following factors among others, as relevant: applicable market yields; the nature and realizable value of any collateral; the portfolio company’s ability to

 

37


Table of Contents

make payments; the portfolio company’s earnings and discounted cash flow; the markets in which the issuer does business; and comparisons to publicly traded securities, among others.

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

Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. However, in accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation approaches to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. For the six months ended June 30, 2019, there has been no change to the Company’s valuation approaches or techniques and the nature of the related inputs considered in the valuation process.

Accounting Standards Codification (“ASC”) Topic 820 classifies the inputs used to measure these fair values into the following hierarchy:

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

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

Level 3: Unobservable inputs for the asset or liability.

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

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

Revenue Recognition

The Company records dividend income and interest, adjusted for amortization of premium and accretion of discount, on an accrual basis. Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on non-accrual status when principal or interest/dividend cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest/dividend cash payments will be

 

38


Table of Contents

collected. Such non-accrual investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining interest or dividend obligations. Interest or dividend cash payments received on investments may be recognized as income or applied to principal depending upon management’s judgment. Some of our investments may have contractual PIK interest or dividends. PIK interest and dividends computed at the contractual rate are accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at the maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends is reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company again believes that PIK is expected to be realized. Loan origination fees, original issue discount, and market discounts are capitalized and amortized into income using the effective interest method. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record prepayment premiums on loans and other investments as interest income when we receive such amounts. Capital structuring fees are recorded as other income when earned.

The typically higher yields and interest rates on PIK securities, to the extent we invested, reflects the payment deferral and increased credit risk associated with such instruments and that such investments may represent a significantly higher credit risk than coupon loans. PIK securities may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. PIK interest has the effect of generating investment income and increasing the incentive fees payable at a compounding rate. In addition, the deferral of PIK interest also increases the loan-to-value ratio at a compounding rate. PIK securities create the risk that incentive fees will be paid to the Investment Adviser based on non-cash accruals that ultimately may not be realized, but the Investment Adviser will be under no obligation to reimburse the Company for these fees. For the three and six months ended June 30, 2019, capitalized PIK income totaled $0.2 million and $0.3 million, respectively. For the three and six months ended June 30, 2018, capitalized PIK income totaled $0.1 million and $0.2 million, respectively.

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

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

Income Taxes

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

 

39


Table of Contents

taxable income will be in excess of estimated current year distributions, the Company accrues an estimated excise tax, if any, on estimated excess taxable income.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify and eliminate certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the impact of ASU 2018-13 on its consolidated financial statements and disclosures.

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, which will amend FASB ASC 310-20. The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium, generally requiring the premium to be amortized to the earliest call date. For public business entities, the amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company has adopted ASU 2017-08 and determined that the adoption has not had a material impact on its consolidated financial statements and disclosures.

RESULTS OF OPERATIONS

Results comparisons are for the three and six months ended June 30, 2019 and 2018:

Investment Income

For the three and six months ended June 30, 2019, gross investment income totaled $10.0 million and $20.2 million, respectively. For the three and six months ended June 30, 2018, gross investment income totaled $9.5 million and $18.8 million, respectively. The increase in gross investment income for the year over year three month periods was primarily due to average portfolio growth.

Expenses

Net expenses totaled $4.4 million and $8.9 million, respectively, for the three and six months ended June 30, 2019, of which $1.7 million and $3.4 million, respectively, were gross base management fees and gross performance-based incentive fees and $2.8 million and $5.5 million, respectively, were interest and other credit facility expenses. Over the same periods, $0.5 and $0.5 million, respectively, of base management fees were waived and $0.5 million and $1.1 million, respectively, of performance-based incentive fees were waived. Administrative services and other general and administrative expenses totaled $0.8 million and $1.6 million, respectively, for the three and six months ended June 30, 2019. Net expenses totaled $3.8 million and $7.5 million, respectively, for the three and six months ended June 30, 2018, of which $1.6 million and $3.3 million, respectively, were gross base management fees and gross performance-based incentive fees and $1.8 million and $3.2 million, respectively, were interest and other credit facility expenses. Over the same periods, $0.4 million and $0.7 million, respectively, of performance-based incentive fees were waived. Administrative services and other general and administrative expenses totaled $0.8 million and $1.8 million, respectively, for the three and six months ended June 30, 2018. Expenses generally consist of management fees, performance-based incentive fees, administrative services expenses, insurance, legal expenses, directors’ expenses, audit and tax expenses, transfer agent fees and expenses, and other general and administrative expenses. Interest and other credit facility expenses generally consist of interest, unused fees, agency fees and loan origination fees, if any, among others. The increase in net expenses year over year is primarily due to higher interest expense on a larger portfolio as compared to the year ago three and six month periods.    

 

40


Table of Contents

Net Investment Income

The Company’s net investment income totaled $5.7 million and $11.3 million, or $0.35 and $0.70, per average share, respectively, for the three and six months ended June 30, 2019. The Company’s net investment income totaled $5.7 million and $11.3 million, or $0.35 and $0.71, per average share, respectively, for the three and six months ended June 30, 2018.

Net Realized Gain

The Company had investment sales and prepayments totaling approximately $11.8 million and $27.4 million, respectively, for the three and six months ended June 30, 2019. Net realized gains over the same periods were $0.1 million and $0.2 million, respectively. The Company had investment sales and prepayments totaling approximately $24.9 million and $50.9 million, respectively, for the three and six months ended June 30, 2018. Net realized losses over the same periods were $5.2 million and $5.3 million, respectively. Net realized gains for the three months ended June 30, 2019 were primarily related to the Company’s sales of Mavenir Systems, Inc. Net realized gains for the six months ended June 30, 2019 were primarily related to the Company’s exit from its investment in Genmark Diagnostics, Inc. and the sales of Mavenir Systems, Inc. Net realized losses for the three and six months ended June 30, 2018 were primarily related to the Company’s exit from its investment in Metamorph US 3, LLC.

Net Change in Unrealized Gain (Loss)

For the three and six months ended June 30, 2019, net change in unrealized gain (loss) on the Company’s assets and liabilities totaled ($1.1) million and $0.4 million, respectively. For the three and six months ended June 30, 2018, net change in unrealized gain (loss) on the Company’s assets and liabilities totaled $5.1 million and $5.0 million, respectively. Net unrealized loss for the three months ended June 30, 2019 is primarily due to depreciation on our investments in North Mill Holdco LLC, American Teleconferencing Services, Ltd. and Trident USA Health Services, among others, partially offset by appreciation in Engineering Solutions & Products, LLC and Gemino Healthcare Finance, LLC, among others. Net unrealized gain for the six months ended June 30, 2019 is primarily due to appreciation on our investments in Engineering Solutions & Products, LLC, Gemino Healthcare Finance, LLC and TwentyEighty, Inc., among others, partially offset by depreciation on our investments in Trident USA Health Services, American Teleconferencing Services, Ltd. and Aegis Toxicology Sciences Corporation, among others. Net unrealized gain for the three months ended June 30, 2018 is primarily due to the reversal of previously recorded unrealized loss on our investment in Metamorph US 3, LLC, as well as appreciation on our investments in North Mill Capital LLC and Gemino Healthcare Finance, LLC, among others, partially offset by depreciation in First Lien Loan Program LLC, American Teleconferencing Services, Ltd. and Polycom, Inc., among others. Net unrealized gain for the six months ended June 30, 2018 is primarily due to the reversal of previously recorded unrealized loss on our investment in Metamorph US 3, LLC, as well as appreciation on our investments in North Mill Capital LLC and Gemino Healthcare Finance, LLC, among others, partially offset by depreciation in First Lien Loan Program LLC, PPT Management Holdings, LLC and Alteon Health, LLC, among others.

Net Increase in Net Assets From Operations

For the three and six months ended June 30, 2019, the Company had a net increase in net assets resulting from operations of $4.6 million and $12.0 million, respectively. For the same periods, earnings per average share were $0.29 and $0.75, respectively. For the three and six months ended June 30, 2018, the Company had a net increase in net assets resulting from operations of $5.5 million and $11.0 million, respectively. For the same periods, earnings per average share were $0.34 and $0.69, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity and capital resources are generally available through its revolving credit facilities, through periodic follow-on equity offerings, as well as from cash flows from operations, investment sales and

 

41


Table of Contents

pre-payments of investments. At June 30, 2019, the Company had $219.3 million in borrowings outstanding on its credit facilities and $80.7 million of unused capacity, subject to borrowing base limits.

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

We currently expect that our liquidity needs will be met with cash flows from operations, borrowings under our $225 million senior secured revolving credit facility (the “Credit Facility”), including its accordion feature, the FLLP Facility as well as from other available financing activities.

Cash Equivalents

We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. The Company makes purchases that are consistent with its purpose of making investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to time, including at or near the end of each fiscal quarter, we consider using various temporary investment strategies for our business. One strategy includes taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time-to-time we may purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our credit facilities, as deemed appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined. We held approximately $175 million of cash equivalents as of June 30, 2019.

Debt

Credit Facility—On August 26, 2011, the Company established our wholly-owned subsidiary, SUNS SPV LLC (the “SUNS SPV”) which entered into the Credit Facility with Citigroup Global Markets Inc. acting as administrative agent. On January 10, 2017, commitments to the Credit Facility, as amended, were increased from $175 million to $200 million by utilizing the accordion feature. The commitments can also be expanded up to $600 million. The stated interest rate on the Credit Facility is LIBOR plus 2.00% with no LIBOR floor requirement and the current maturity date is June 1, 2023. The Credit Facility is secured by all of the assets held by SUNS SPV. Under the terms of the Credit Facility, Solar Senior Capital and SUNS SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes usual and customary events of default for credit facilities of this nature. The Credit Facility was amended on November 7, 2012, June 30, 2014 and May 29, 2015 to extend maturities and add greater investment flexibility, among other changes. On June 1, 2018, the Credit Facility was refinanced by way of amendment, allowing for greater investment flexibility and the extension of the maturity date, among other changes. On July 13, 2018, commitments to the Credit Facility, as amended, were increased from $200 million to $225 million by utilizing the accordion feature. There were $162.8 million of borrowings outstanding under the Credit Facility as of June 30, 2019.

FLLP Facility—On May 31, 2019, the Company as transferor and FLLP 2015-1, LLC, a wholly-owned subsidiary of the Company, as borrower entered into amendment number five to the $75 million FLLP Facility with Wells Fargo Bank, NA acting as administrative agent. The Company acts as servicer under the FLLP Facility. The FLLP Facility is scheduled to mature on May 31, 2024. The FLLP Facility generally bears interest

 

42


Table of Contents

at a rate of LIBOR plus a range of 2.15-2.25%. The Company and FLLP 2015-1, LLC, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The FLLP Facility also includes usual and customary events of default for credit facilities of this nature. There were $56.5 million of borrowings outstanding as of June 30, 2019. At June 30, 2019, the Company was in compliance with all financial and operational covenants required by the Credit Facility and FLLP Facility.

Contractual Obligations

 

     Payments due by Period as of June 30, 2019
(dollars in millions)
 
     Total      Less than
1 year
     1-3 years      3-5 years      More than
5 years
 

Revolving credit facilities(1)

   $ 219.3      $ —        $ —      $ 219.3      $ —    

 

(1)

At June 30, 2019, we had a total of $80.7 million of unused borrowing capacity under our revolving credit facilities, subject to borrowing base limits.

Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy the asset coverage test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. Our stockholders approved being subject to a 150% asset coverage ratio effective October 12, 2018.

 

43


Table of Contents

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

 

Class and Year

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

Credit Facility

           

Fiscal 2019 (through June 30, 2019)

   $ 162,800      $ 1,630      $ —          N/A  

Fiscal 2018

     119,200        1,770        —          N/A  

Fiscal 2017

     124,200        3,175        —          N/A  

Fiscal 2016

     98,300        3,738        —          N/A  

Fiscal 2015

     116,200        2,621        —          N/A  

Fiscal 2014

     143,200        2,421        —          N/A  

Fiscal 2013

     61,400        4,388        —          N/A  

Fiscal 2012

     39,100        5,453        —          N/A  

Fiscal 2011

     8,600        21,051        —          N/A  

FLLP Facility

           

Fiscal 2019 (through June 30, 2019)

     56,452        565        —          N/A  

Fiscal 2018

     51,371        762        —          N/A  
Total Senior Securities  

Fiscal 2019 (through June 30, 2019)

   $ 219,252      $ 2,195      $ —          N/A  

Fiscal 2018

     170,571        2,532        —          N/A  

Fiscal 2017

     124,200        3,175        —          N/A  

Fiscal 2016

     98,300        3,738        —          N/A  

Fiscal 2015

     116,200        2,621        —          N/A  

Fiscal 2014

     143,200        2,421        —          N/A  

Fiscal 2013

     61,400        4,388        —          N/A  

Fiscal 2012

     39,100        5,453        —          N/A  

Fiscal 2011

     8,600        21,051        —          N/A  

 

(1)

Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the Asset Coverage Per Unit. In order to determine the specific Asset Coverage Per Unit for each class of debt, the total Asset Coverage Per Unit was divided based on the amount outstanding at the end of the period for each. As of June 30, 2019, asset coverage was 219.5%.

(3)

The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.

(4)

Not applicable, we do not have senior securities that are registered for public trading.

We have also entered into two contracts under which we have future commitments: the Advisory Agreement, pursuant to which Solar Capital Partners has agreed to serve as our investment adviser, and the Administration Agreement, pursuant to which Solar Capital Management has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance. Payments under the Advisory Agreement are equal to (1) a percentage of the value of our average gross assets and (2) a two-part incentive fee. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs. Either party may terminate

 

44


Table of Contents

each of the Advisory Agreement and Administration Agreement without penalty upon 60 days’ written notice to the other. See note 3 to our Consolidated Financial Statements.

Off-Balance Sheet Arrangements

From time-to-time and in the normal course of business, the Company may make unfunded capital commitments to current or prospective portfolio companies. Typically, the Company may agree to provide delayed-draw term loans or, to a lesser extent, revolving loan or equity commitments. These unfunded capital commitments always take into account the Company’s liquidity and cash available for investment, portfolio and issuer diversification, and other considerations. Accordingly, the Company had the following unfunded capital commitments at June 30, 2019 and December 31, 2018, respectively:

 

     June 30,
2019
     December 31,
2018
 

(in millions)

     

Unified Physician Management, LLC

   $  10.0      $ —    

MSHC, Inc.

     8.3        3.3  

Solara Medical Supplies, Inc.

     3.9        2.1  

WIRB-Copernicus Group, Inc.

     2.4        2.7  

Rubius Therapeutics, Inc.

     2.1        4.1  

GenMark Diagnostics, Inc.

     1.6      0.7

Gemino Healthcare Finance, LLC*

     1.4      1.4

Edgewood Partners Holdings, LLC

     1.0        —    

Composite Technology Acquisition Corp.

     1.0      —    

Cerapedics, Inc.

     0.8        —    

MRI Software LLC

     0.8        2.5

DISA Holdings Acquisition Corp.

     0.5        2.6  

Engineering Solutions & Products, LLC

     0.3      0.5

AQA Acquisition Holding, Inc.

     0.2        0.1  

TwentyEighty, Inc.

     0.2      0.1

Centria Healthcare LLC

     0.2        0.3  

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

     —          3.2

MHE Intermediate Holdings, LLC

     —          —    
  

 

 

    

 

 

 

Total Commitments

   $ 34.7      $ 23.6  
  

 

 

    

 

 

 

 

*

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

The credit agreements of the above loan commitments contain customary lending provisions and/or are subject to the portfolio company’s achievement of certain milestones that allow relief to the Company from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company. As of June 30, 2019 and December 31, 2018, the Company had sufficient cash available and/or liquid securities available to fund its commitments.

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

 

45


Table of Contents

Distributions

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

 

Date Declared

   Record Date      Payment Date      Amount  

Fiscal 2019

        

August 5, 2019

     August 22, 2019        August 30, 2019      $ 0.1175  

July 2, 2019

     July 25, 2019        August 1, 2019        0.1175  

June 5, 2019

     June 20, 2019        July 2, 2019        0.1175  

May 6, 2019

     May 23, 2019        June 4, 2019        0.1175  

April 4, 2019

     April 18, 2019        May 1, 2019        0.1175  

February 21, 2019

     March 21, 2019        April 3, 2019        0.1175  

February 6, 2019

     February 21, 2019        March 1, 2019        0.1175  

January 8, 2019

     January 24, 2019        February 1, 2019        0.1175  
        

 

 

 

YTD Total (2019)

         $ 0.94  
        

 

 

 

Fiscal 2018

        

December 6, 2018

     December 20, 2018        January 4, 2019        $0.1175  

November 5, 2018

     November 21, 2018        December 4, 2018        0.1175  

October 4, 2018

     October 24, 2018        November 1, 2018        0.1175  

September 6, 2018

     September 25, 2018        October 2, 2018        0.1175  

August 2, 2018

     August 23, 2018        August 31, 2018        0.1175  

July 3, 2018

     July 19, 2018        July 31, 2018        0.1175  

June 6, 2018

     June 21, 2018        July 3, 2018        0.1175  

May 7, 2018

     May 23, 2018        June 1, 2018        0.1175  

April 3, 2018

     April 19, 2018        May 2, 2018        0.1175  

February 22, 2018

     March 22, 2018        April 3, 2018        0.1175  

February 7, 2018

     February 22, 2018        March 1, 2018        0.1175  

January 5, 2018

     January 18, 2018        January 31, 2018        0.1175  
        

 

 

 

Fiscal YTD Total (2018)

         $ 1.41  
        

 

 

 

Fiscal 2017

        

December 7, 2017

     December 21, 2017        January 4, 2018        $0.1175  

November 2, 2017

     November 22, 2017        December 1, 2017        0.1175  

October 5, 2017

     October 19, 2017        November 1, 2017        0.1175  

September 14, 2017

     September 22, 2017        October 3, 2017        0.1175  

August 1, 2017

     August 17, 2017        August 31, 2017        0.1175  

July 6, 2017

     July 20, 2017        August 1, 2017        0.1175  

June 7, 2017

     June 22, 2017        July 6, 2017        0.1175  

May 2, 2017

     May 18, 2017        June 2, 2017        0.1175  

April 6, 2017

     April 20, 2017        May 2, 2017        0.1175  

February 22, 2017

     March 23, 2017        April 4, 2017        0.1175  

February 7, 2017

     February 23, 2017        March 1, 2017        0.1175  

January 5, 2017

     January 19, 2017        February 1, 2017        0.1175  
        

 

 

 

Total (2017)

         $ 1.41  
        

 

 

 

Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year. Future distributions, if any, will be determined by our Board. We expect that our distributions to stockholders will generally be from accumulated net investment income, from net realized capital gains or non-taxable return of capital, if any, as applicable.

 

46


Table of Contents

We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare distributions if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a regulated investment company. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual payment-in-kind interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a regulated investment company.

With respect to the distributions to stockholders, income from origination, structuring, closing and certain other upfront fees associated with investments in portfolio companies are treated as taxable income and accordingly, distributed to stockholders. For the six months ended June 30, 2019 and the year ended December 31, 2018, 13.4% and 4.9% of distributions were funded from the waiver of management and/or incentive fees.

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

 

   

We have entered into the Advisory Agreement with Solar Capital Partners. Mr. Gross, our Chairman, Co-Chief Executive Officer and President and Mr. Spohler, our Co-Chief Executive Office, Chief Operating Officer and board member, are managing members and senior investment professionals of, and have financial and controlling interests in, the Investment Adviser. In addition, Mr. Peteka, our Chief Financial Officer, Treasurer and Secretary serves as the Chief Financial Officer for Solar Capital Partners.

 

   

The Administrator provides us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and the compensation of our chief compliance officer, our chief financial officer and their respective staffs.

 

   

We have entered into a license agreement with the Investment Adviser, pursuant to which the Investment Adviser has granted us a non-exclusive, royalty-free license to use the name “Solar Capital.”

 

47


Table of Contents

The Investment Adviser may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with ours. For example, the Investment Adviser presently serves as investment adviser to Solar Capital Ltd., a publicly traded BDC, which focuses on investing in senior secured loans, including stretch-senior and unitranche loans and to a lesser extent mezzanine loans and equity securities. In addition, Michael S. Gross, our Chairman, Co-Chief Executive Officer and President, Bruce Spohler, our Co-Chief Executive Officer and Chief Operating Officer, and Richard L. Peteka, our Chief Financial Officer, serve in similar capacities for Solar Capital Ltd. and SCP Private Credit Income BDC LLC. The Investment Adviser and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser’s allocation procedures. On June 13, 2017, the Adviser received an exemptive order that permits the Company to participate in negotiated co-investment transactions with certain affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to various conditions (the “Order”). If the Company is unable to rely on the Order for a particular opportunity, such opportunity will be allocated first to the entity whose investment strategy is the most consistent with the opportunity being allocated, and second, if the terms of the opportunity are consistent with more than one entity’s investment strategy, on an alternating basis. Although the Adviser’s investment professionals will endeavor to allocate investment opportunities in a fair and equitable manner, the Company and its Unitholders could be adversely affected to the extent investment opportunities are allocated among us and other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors and members of the Adviser.

Related party transactions may occur among Solar Senior Capital Ltd., Gemino and NM Holdco. These transactions may occur in the normal course of business. No administrative fees are paid to Solar Capital Partners by Gemino or NM Holdco.

In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. During the six months ended June 30, 2019, certain of the investments in our comprehensive investment portfolio had floating interest rates. These floating rate investments were primarily based on floating LIBOR and typically have durations of one to three months after which they reset to current market interest rates. Additionally, some of these investments have LIBOR floors. The Company also has revolving credit facilities that are generally based on floating LIBOR. Assuming no changes to our balance sheet as of June 30, 2019 and no new defaults by portfolio companies, a hypothetical one percent decrease in LIBOR on our comprehensive floating rate assets and liabilities would reduce our net investment income by ten cents per average share over the next twelve months. Assuming no changes to our balance sheet as of June 30, 2019 and no new defaults by portfolio companies, a hypothetical one percent increase in LIBOR on our comprehensive floating rate assets and liabilities would increase our net investment income by approximately ten cents per average share over the next twelve months. However, we may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options, swaps and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in any benefits of certain changes in interest rates with respect to our portfolio of investments. At June 30, 2019, we have no interest rate hedging instruments outstanding on our balance sheet.

 

Increase (Decrease) in LIBOR

     (1.00 %)      1.00

Increase (Decrease) in Net Investment Income Per Share Per Year

   $ (0.10   $ 0.10  

 

48


Table of Contents
Item 4.

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of June 30, 2019 (the end of the period covered by this report), we, including our Co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Co-Chief Executive Officers and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b) Changes in Internal Controls Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the second quarter of 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

We, Solar Capital Management, LLC and Solar Capital Partners, LLC are not currently subject to any material pending legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations beyond what has been disclosed with these financial statements.

 

Item 1A.

Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” in the February 21, 2019 filing of our Annual Report on Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. There have been no material changes during the period ended June 30, 2019 to the risk factors discussed in “Risk Factors” in the February 21, 2019 filing of our Annual Report on Form 10-K.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

We did not engage in unregistered sales of securities during the quarter ended June 30, 2019.

 

Item 3.

Defaults Upon Senior Securities

None.

 

Item 4.

Mine Safety Disclosures

Not applicable.

 

49


Table of Contents
Item 5.

Other Information

None.

 

Item 6.

Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

 

Exhibit

Number

  

Description

  3.1    Articles of Amendment and Restatement(1)
  3.2    Amended and Restated Bylaws(1)
  4.1    Form of Common Stock Certificate(1)
10.1    Dividend Reinvestment Plan(1)
10.2    First Amended and Restated Investment Advisory and Management Agreement by and between Registrant and Solar Capital Partners, LLC(5)
10.3    Form of Custody Agreement(4)
10.4    Amended and Restated Administration Agreement by and between Registrant and Solar Capital Management, LLC(4)
10.5    Form of Indemnification Agreement by and between Registrant and each of its directors(1)
10.6    Trademark License Agreement by and between Registrant and Solar Capital Partners, LLC(1)
10.7    Form of Share Purchase Agreement by and between Registrant and Solar Senior Capital Investors, LLC(1)
10.8    Form of Amendment No. 1 to Share Purchase Agreement by and between Registrant and Solar Senior Capital Investors, LLC(2)
10.9    Form of Contribution Agreement, dated as of August  26, 2011, by and between SUNS SPV LLC, as the contributee, and Solar Senior Capital Ltd., as the contributor(3)
10.10    Form of Loan and Servicing Agreement, dated as of August 26, 2011 (as amended through the Sixth Amendment dated as of June  1, 2018), by and among the Registrant, as the servicer and the transferor, SUNS SPV LLC, as the borrower, each of the conduit lenders from time to time party thereto, each of the liquidity banks from time to time party thereto, each of the lender agents from time to time party thereto, Citibank, N.A., as the administrative agent and collateral agent, and Wells Fargo Bank, N.A., as the account bank, the backup servicer and the collateral custodian(6)
10.11    Consent and Omnibus Amendment to Transaction Documents by and among the Registrant, FLLP 2015-1, LLC, each of the Conduit Lenders and Institutional Lenders and Wells Fargo Bank, N.A., as administrative agent and collateral agent(7)
14.1    Code of Ethics(8)
31.1    Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
31.2    Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
31.3    Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

 

50


Table of Contents

Exhibit

Number

  

Description

32.1    Certification of Co-Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
32.2    Certification of Co-Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
32.3    Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*

 

(1)

Previously filed in connection with Solar Senior Capital Ltd.’s registration statement on Form N-2 (File No. 333-171330) filed on February 14, 2011.

(2)

Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-K filed on February 22, 2012.

(3)

Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 8-K filed on August 31, 2011.

(4)

Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-K filed on February 25, 2014.

(5)

Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-Q filed on August 2, 2016.

(6)

Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-Q filed on August 6, 2018.

(7)

Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-K filed on February 21, 2019.

(8)

Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-Q filed on May 6, 2019.

*

Filed herewith.

 

51


Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on August 5, 2019.

 

SOLAR SENIOR CAPITAL LTD.

By:

 

/s/    MICHAEL S. GROSS

 

Michael S. Gross

Co-Chief Executive Officer

(Principal Executive Officer)

By:

 

/s/    BRUCE J. SPOHLER

 

Bruce J. Spohler

Co-Chief Executive Officer

(Principal Executive Officer)

 

By:

 

/s/    RICHARD L. PETEKA

 

Richard L. Peteka

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

52