Item 8. Financial Statements and Supplementary Data
Item 8.
Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Managements Report on Internal Control Over Financial
Reporting
98
Report of Independent Registered Public Accounting Firm
99
Consolidated Statements of Assets and Liabilities as of December
31, 2020 and 2019
102
Consolidated Statements of Operations for the years ended December
31, 2020, 2019 and 2018
103
Consolidated Statements of Changes in Net Assets for the years ended December 31,
2020, 2019 and 2018
104
Consolidated Statements of Cash Flows for the years ended December
31, 2020, 2019 and 2018
105
Consolidated Schedules of Investments as of December 31, 2020 and
2019
106
Notes to Consolidated Financial Statements
118
97
Table of Contents
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for
performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2020. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Companys internal control over financial reporting includes those policies and procedures
that (i) pertain to assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the consolidated financial statements.
Management performed an assessment of the effectiveness of the Companys internal control over financial reporting as of
December 31, 2020 based upon criteria in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, management
determined that the Companys internal control over financial reporting was effective as of December 31, 2020 based on the criteria on Internal Control Integrated Framework (2013) issued by COSO.
The effectiveness of the Companys internal control over financial reporting as of December 31, 2020 has been audited by KPMG LLP,
an independent registered public accounting firm, as stated in their report which appears herein.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Solar Capital Ltd.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of Solar Capital Ltd.
(and subsidiaries) (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2020, and the
related notes (collectively, the consolidated financial statements). We also have audited the Companys internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Companys management is
responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
managements report on internal control over financial reporting. Our responsibility is to express an opinion on the Companys consolidated financial statements and an opinion on the Companys internal control over financial reporting
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether
effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included
performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our procedures included confirmation of securities owned as of December 31, 2020 and 2019, by correspondence with the custodian, portfolio companies or
agents. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over
financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
99
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Definition and Limitations of Internal Control Over Financial Reporting
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter
communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair value of investments and certain financial liabilities
As described in Notes 2 and 6 to the consolidated financial statements, the Company measures its investments at fair value and has made an
irrevocable election to apply the fair value option of accounting to certain financial liabilities. Investments and certain financial liabilities in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as
appropriate. In determining the fair value of investments and financial liabilities that are not publicly traded and whose market quotations are not readily available, the Company makes subjective judgments and estimates using unobservable inputs.
As of December 31, 2020, the fair value of such investments and financial liabilities was $1.5 billion and $150 million, respectively.
We identified the assessment of fair value of investments and financial liabilities with no readily determinable market value and whose market
quotations are not readily available as a critical audit matter. A high degree of auditor judgment was required to assess the Companys fair value methods and assumptions. Specifically, assessing the market yields used in the income approach
analyses and the selection of comparable companies and the financial performance multiples of such comparable companies used in the market approach analyses required subjective auditor judgment. Additionally, the involvement of valuation
professionals with specialized skills and knowledge was required to assist in evaluating the Companys fair value estimates.
The
following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Companys process to measure fair value of investments
and financial liabilities. These included controls related to the development of market yields, credit risk, and financial performance multiples assumptions. For a selection of investments and certain financial liabilities, we compared the inputs
and assumptions used by the Company to underlying documentation. We evaluated the Companys ability to estimate fair value by
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Table of Contents
comparing market transaction prices to the Companys most recent fair value estimate prior to the market transaction. We involved valuation professionals with specialized skills and
knowledge, who assisted in evaluating the Companys fair value estimate for a selection of investments and financial liabilities by:
developing an independent market yield for investments and financial liabilities fair valued using an income
approach, by assessing available market information, such as market yields of comparable companies of similar credit risk
developing an independent liquidation timeline for an investment fair valued using a recovery analysis, by
assessing available market information, such as asset type or comparable companies of similar credit risk
developing an independent market multiple for investments fair valued using a market approach, by assessing
market information from third-party sources, including financial performance multiples of independently selected comparable companies
developing independent estimates of fair value, for the selected investments and financial liabilities, based
upon the independently developed market yields and financial performance multiples and compared the results of our estimates to the Companys fair value estimates.
/s/ KPMG LLP
We have served as the
Companys auditor since 2007.
New York, New York
February 24, 2021
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SOLAR CAPITAL LTD.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share amounts)
December 31,
2020
December 31,
2019
Assets
Investments at fair value:
Companies less than 5% owned (cost: $832,507 and $989,564, respectively)
$
822,298
$
970,821
Companies more than 25% owned (cost: $724,428 and $513,119, respectively)
709,653
524,003
Cash
8,779
16,783
Cash equivalents (cost: $379,997 and $419,571, respectively)
379,997
419,571
Dividends receivable
7,927
10,488
Interest receivable
6,478
5,401
Receivable for investments sold
255
2,207
Prepaid expenses and other assets
571
615
Total assets
$
1,935,958
$
1,949,889
Liabilities
Debt ($677,000 and $593,900 face amounts, respectively, reported net of unamortized debt issuance
costs of $5,549 and $6,783, respectively. See notes 6 and 7)
$
671,451
$
587,117
Payable for investments and cash equivalents purchased
380,038
419,662
Distributions payable
17,327
17,327
Management fee payable (see note 3)
6,535
6,747
Performance-based incentive fee payable (see note 3)
792
4,281
Interest payable (see note 7)
3,416
3,678
Administrative services payable (see note 3)
1,946
2,757
Other liabilities and accrued expenses
2,430
2,440
Total liabilities
$
1,083,935
$
1,044,009
Commitments and contingencies (see note 12)
Net Assets
Common stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized,
respectively, and 42,260,826 and 42,260,826 shares issued and outstanding, respectively
$
423
$
423
Paid-in capital in excess of par (see note 2f)
962,481
988,792
Accumulated distributable net loss (see note 2f)
(110,881
)
(83,335
)
Total net assets
$
852,023
$
905,880
Net Asset Value Per Share
$
20.16
$
21.44
See notes to consolidated financial statements.
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SOLAR CAPITAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share amounts)
Year ended December 31,
2020
2019
2018
INVESTMENT INCOME:
Interest:
Companies less than 5% owned
$
84,143
$
106,099
$
98,172
Companies more than 25% owned
8,861
5,429
2,827
Dividends:
Companies less than 5% owned
50
56
28
Companies more than 25% owned
26,794
39,382
50,953
Other income:
Companies less than 5% owned
1,885
3,727
1,367
Companies more than 25% owned
12
18
179
Total investment income
121,745
154,711
153,526
EXPENSES:
Management fees (see note 3)
24,951
26,774
25,789
Performance-based incentive fees (see note 3)
2,272
18,111
18,722
Interest and other credit facility expenses (see note 7)
27,156
28,901
24,728
Administrative services expense (see note 3)
5,215
5,265
5,247
Other general and administrative expenses
2,936
3,215
4,151
Total expenses
62,530
82,266
78,637
Net investment income
$
59,215
$
72,445
$
74,889
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND CASH EQUIVALENTS:
Net realized gain (loss) on investments and cash equivalents:
Companies less than 5% owned
$
(26,638
)
$
754
$
1,857
Companies 5% to 25% owned
246
Companies more than 25% owned
(661
)
(25
)
Net realized gain (loss) on investments and cash equivalents
(26,638
)
93
2,078
Net realized loss on extinguishment of debt:
(1,853
)
Net realized gain (loss)
(26,638
)
(1,760
)
2,078
Net change in unrealized gain (loss) on investments and cash equivalents:
Companies less than 5% owned
8,970
(14,861
)
(2,805
)
Companies more than 25% owned
(26,096
)
192
(7,288
)
Net change in unrealized loss
(17,126
)
(14,669
)
(10,093
)
Net realized and unrealized loss on investments and cash equivalents
(43,764
)
(16,429
)
(8,015
)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$
15,451
$
56,016
$
66,874
EARNINGS PER SHARE (see note 5)
$
0.37
$
1.33
$
1.58
See notes to consolidated financial statements.
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SOLAR CAPITAL LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands, except share amounts)
Year ended December 31,
2020
2019
2018
Increase in net assets resulting from operations:
Net investment income
$
59,215
$
72,445
$
74,889
Net realized gain (loss)
(26,638
)
(1,760
)
2,078
Net change in unrealized loss
(17,126
)
(14,669
)
(10,093
)
Net increase in net assets resulting from operations
15,451
56,016
66,874
Distributions to stockholders (see note 8a):
From net investment income
(48,795
)
(65,715
)
(69,308
)
From return of capital
(20,513
)
(3,592
)
Net distributions to stockholders
(69,308
)
(69,307
)
(69,308
)
Capital transactions (see note 14):
Net increase in net assets resulting from capital transactions
Total decrease in net assets
(53,857
)
(13,291
)
(2,434
)
Net assets at beginning of year
905,880
919,171
921,605
Net assets at end of year
$
852,023
$
905,880
$
919,171
Capital share activity (see note 14):
Net increase from capital share activity
See notes to consolidated financial statements.
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SOLAR CAPITAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year ended December 31,
2020
2019
2018
Cash Flows from Operating Activities:
Net increase in net assets resulting from operations
$
15,451
$
56,016
$
66,874
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
26,638
(93
)
(2,078
)
Net realized loss on extinguishment of debt
1,853
Net change in unrealized loss on investments and cash equivalents
17,126
14,669
10,093
(Increase) decrease in operating assets:
Purchase of investments
(426,897
)
(403,693
)
(768,999
)
Proceeds from disposition of investments
357,632
360,014
774,045
Net accretion of discount on investments
(7,581
)
(9,242
)
(7,810
)
Capitalization of
payment-in-kind interest
(5,384
)
(1,071
)
(946
)
Collections of
payment-in-kind interest
1,339
672
785
Receivable for investments sold
1,952
(134
)
4,087
Interest receivable
(1,077
)
2,218
(283
)
Dividends receivable
2,561
(1,423
)
5,948
Other receivables
593
(535
)
Prepaid expenses and other assets
44
168
256
Increase (decrease) in operating liabilities:
Payable for investments and cash equivalents purchased
(39,624
)
168,271
106,273
Management fee payable
(212
)
243
(869
)
Performance-based incentive fee payable
(3,489
)
(332
)
(47
)
Administrative services expense payable
(811
)
41
(40
)
Interest payable
(262
)
(1,036
)
2,229
Other liabilities and accrued expenses
(10
)
(1,015
)
2,047
Net Cash Provided by (Used in) Operating Activities
(62,604
)
186,719
191,030
Cash Flows from Financing Activities:
Cash distributions paid
(69,308
)
(69,307
)
(68,670
)
Proceeds from issuance of unsecured debt
197,957
Deferred financing costs
1,234
969
607
Consolidation of SSLP Facility and SSLP II Facility
61,066
Proceeds from secured borrowings
337,000
967,385
558,374
Repayments of secured borrowings
(253,900
)
(1,054,585
)
(685,980
)
Net Cash Provided by (Used in) Financing Activities
15,026
42,419
(134,603
)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(47,578
)
229,138
56,427
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
436,354
207,216
150,789
CASH AND CASH EQUIVALENTS AT END OF YEAR
$
388,776
$
436,354
$
207,216
Supplemental disclosure of cash flow information:
Cash paid for interest
$
27,418
$
29,937
$
22,499
See notes to consolidated financial statements.
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SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2020
(in thousands, except share/unit amounts)
Description
Industry
Spread
Above
Index (7)
LIBOR
Floor
Interest
Rate (1)
Acquisition
Date
Maturity
Date
Par Amount
Cost
Fair
Value
Senior Secured Loans 93.7%
First Lien Bank Debt/Senior Secured Loans
Aegis Toxicology Sciences Corporation
Health Care Providers & Services
L+550
1.00
%
6.50
%
5/7/2018
5/9/2025
$
16,869
$
16,666
$
16,531
Alteon Health, LLC
Health Care Providers & Services
L+650
1.00
%
7.50
%
9/14/2018
9/1/2023
14,293
14,233
14,007
American Teleconferencing Services, Ltd. (PGI)
Communications Equipment
L+650
1.00
%
7.50
%
5/5/2016
6/8/2023
29,984
29,520
27,735
Atria Wealth Solutions, Inc.
Diversified Financial Services
L+600
1.00
%
7.00
%
9/14/2018
11/30/2022
5,841
5,808
5,841
AviatorCap SII, LLC (2)
Aerospace & Defense
L+700
7.23
%
3/19/2019
1/29/2021
2,941
2,941
2,941
Basic Fun, Inc.
Specialty Retail
L+675
1.00
%
7.75
%
10/30/2020
10/30/2023
3,183
3,138
3,135
Enhanced Permanent Capital, LLC(3)
Capital Markets
L+700
1.00
%
8.00
%
12/29/2020
12/29/2025
18,288
17,763
17,763
iCIMS, Inc.
Software
L+650
1.00
%
7.50
%
9/7/2018
9/12/2024
19,341
19,050
18,955
Kingsbridge Holdings, LLC(2) .
Multi-Sector Holdings
L+700
1.00
%
8.00
%
12/21/2018
12/21/2024
80,000
79,634
80,000
KORE Wireless Group, Inc.
Wireless Telecommunication Services
L+550
5.75
%
12/21/2018
12/21/2024
36,477
35,949
36,477
Legility, LLC
Commercial Services & Supplies
L+600
1.00
%
7.00
%
2/27/2020
12/17/2025
19,625
19,282
18,644
Logix Holding Company, LLC
Communications Equipment
L+575
1.00
%
6.75
%
9/14/2018
12/22/2024
7,027
6,983
6,887
One Touch Direct, LLC
Commercial Services & Supplies
P+100
6.50
%
4/3/2020
3/29/2021
2,458
2,458
2,458
Pet Holdings ULC & Pet Supermarket, Inc. (3)
Specialty Retail
L+550
1.00
%
6.50
%
9/14/2018
7/5/2022
28,745
28,614
28,457
PhyNet Dermatology LLC
Health Care Providers & Services
L+550
1.00
%
6.50
%
9/5/2018
8/16/2024
17,065
16,973
16,468
Pinnacle Treatment Centers, Inc.
Health Care Providers & Services
L+625
1.00
%
7.25
%
1/22/2020
12/31/2022
11,773
11,688
11,773
PPT Management Holdings, LLC
Health Care Providers & Services
L+850
(15)
1.00
%
9.50
%
9/14/2018
12/16/2022
20,816
20,749
18,943
Sentry Data Systems, Inc.
Software
L+675
1.00
%
7.75
%
9/27/2020
10/6/2025
15,765
15,462
15,450
Smile Doctors LLC
Personal Products
L+600
1.00
%
7.00
%
12/17/2020
10/6/2022
3,302
3,237
3,236
Soleo Health Holdings, Inc.
Health Care Providers & Services
L+575
1.00
%
6.75
%
3/31/2020
12/29/2021
7,579
7,579
7,579
The Childrens Place, Inc.(3)
Specialty Retail
L+800
1.00
%
9.00
%
10/5/2020
5/9/2024
15,765
15,542
15,528
USR Parent, Inc. (Staples)
Specialty Retail
L+884
1.00
%
9.84
%
6/3/2020
9/12/2022
4,418
4,418
4,440
Total First Lien Bank Debt/Senior Secured Loans
$
377,687
$
373,248
Second Lien Asset-Based Senior Secured Loans
Greystone Select Holdings LLC & Greystone & Co., Inc.
Thrifts & Mortgage Finance
L+800
1.00
%
9.00
%
3/29/2017
4/17/2024
19,506
$
19,398
$
19,506
Varilease Finance, Inc.
Multi-Sector Holdings
L+750
1.00
%
8.50
%
8/22/2014
11/15/2025
36,438
36,307
36,438
Total Second Lien Asset-Based Senior Secured Loans
$
55,705
$
55,944
Second Lien Bank Debt/Senior Secured Loans
PhyMed Management LLC
Health Care Providers & Services
L+1100
(17)
1.00
%
12.00
%
12/18/2015
9/30/2022
33,881
$
33,736
$
31,340
Rug Doctor LLC (2)
Diversified Consumer Services
L+975
(11)
1.50
%
11.25
%
12/23/2013
5/16/2023
10,559
10,543
10,559
Total Second Lien Bank Debt/Senior Secured Loans
$
44,279
$
41,899
First Lien Life Science Senior Secured Loans
Alimera Sciences, Inc.
Pharmaceuticals
L+765
1.78
%
9.43
%
12/31/2019
7/1/2024
$
20,074
$
20,287
$
20,275
Apollo Endosurgery, Inc.
Health Care Equipment & Supplies
L+750
1.36
%
8.86
%
3/15/2019
9/1/2024
20,492
20,860
20,799
Ardelyx, Inc. (3)
Pharmaceuticals
L+745
0.25
%
7.70
%
5/10/2018
11/1/2022
24,500
25,275
25,235
Axcella Health Inc.
Pharmaceuticals
L+850
0.20
%
8.70
%
1/9/2018
1/1/2023
26,000
27,070
26,910
Cardiva Medical, Inc.
Health Care Equipment & Supplies
L+795
1.76
%
9.71
%
9/24/2018
12/1/2023
27,667
28,596
29,327
Centrexion Therapeutics, Inc.
Pharmaceuticals
L+725
2.45
%
9.70
%
6/28/2019
1/1/2024
16,400
16,472
16,564
Cerapedics, Inc.
Health Care Equipment & Supplies
L+695
2.50
%
9.45
%
3/22/2019
3/1/2024
24,175
24,501
24,537
Delphinus Medical Technologies, Inc.
Health Care Equipment & Supplies
L+850
1.00
%
9.50
%
8/18/2017
6/1/2022
2,177
2,410
2,395
GenMark Diagnostics, Inc. (3)
Health Care Providers & Services
L+590
2.51
%
8.41
%
2/1/2019
2/1/2023
49,522
50,892
50,884
Kindred Biosciences, Inc. (16)
Pharmaceuticals
L+675
2.17
%
8.92
%
9/30/2019
9/30/2024
9,197
9,243
9,242
Neuronetics, Inc.
Health Care Equipment & Supplies
L+765
1.66
%
9.31
%
3/2/2020
2/28/2025
15,613
15,689
15,691
OmniGuide Holdings, Inc. (13).
Health Care Equipment & Supplies
L+805
1.00
%
9.05
%
7/30/2018
2/1/2021
10,500
11,532
11,287
PQ Bypass, Inc.
Health Care Equipment & Supplies
L+795
1.00
%
8.95
%
12/20/2018
12/19/2022
10,000
10,190
10,500
Rubius Therapeutics, Inc. (3)
Pharmaceuticals
L+550
5.65
%
12/21/2018
12/21/2023
40,291
40,692
40,747
scPharmaceuticals, Inc.
Pharmaceuticals
L+795
2.23
%
10.18
%
9/17/2019
9/17/2023
4,684
4,721
4,725
SI-BONE, Inc. (3)
Health Care Equipment & Supplies
L+940
0.33
%
9.73
%
5/29/2020
6/1/2025
17,843
17,856
17,843
Total First Lien Life Science Senior Secured Loans
$
326,286
$
326,961
Total Senior Secured Loans
$
803,957
$
798,052
See notes to consolidated financial statements.
106
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
(in thousands, except share/unit amounts)
Description
Industry
Interest Rate
Acquisition
Date
Maturity
Date
Par Amount
Cost
Fair
Value
Equipment Financing 33.4%
AmeraMex International, Inc. (10)
Commercial Services & Supplies
10.00%
3/29/2019
3/28/2022
$
5,435
$
5,397
$
5,489
Blackhawk Mining, LLC (14)
Oil, Gas & Consumable Fuels
10.97-11.16%
2/16/2018
3/1/2022-11/1/2022
3,531
3,415
3,443
Boart Longyear Company (14)
Metals & Mining
10.44%
5/28/2020
7/1/2024
3,455
3,455
3,455
C&H Paving, Inc. (14)
Construction & Engineering
9.94-11.66%
12/26/2018
1/1/2024-11/1/2024
3,416
3,455
3,410
Capital City Jet Center, Inc. (10)
Airlines
10.00%
4/4/2018
10/4/2023-6/22/26
3,882
3,882
3,812
Central Freight Lines, Inc. (10)
Road & Rail
7.16%
7/31/2017
1/14/2024
1,212
1,212
1,212
Champion Air, LLC (10)
Airlines
10.00%
3/19/2018
1/1/2023
2,255
2,255
2,255
Easton Sales and Rentals, LLC (10)
Commercial Services & Supplies
10.00%
9/18/2018
10/1/2021
1,235
1,233
1,188
Environmental Protection & Improvement Company, LLC (10)
Road & Rail
8.25%
9/30/2020
10/1/2027
6,520
6,567
6,520
Equipment Operating Leases, LLC (2)(12)
Multi-Sector Holdings
7.53-8.37%
4/27/2018
8/1/2022-4/27/2025
26,338
26,338
25,540
EquipmentShare.com, Inc. (14)
Commercial Services & Supplies
6.60%
1/8/2020
1/8/2025
8,097
7,658
8,097
Family First Freight, LLC (10)
Road & Rail
8.00-10.33%
7/31/2017
2/1/2022-5/1/2023
1,022
1,021
1,014
Freightsol LLC (14)
Road & Rail
12.51-12.89%
4/9/2019
11/1/2023
1,880
1,910
1,880
Garda CL Technical Services, Inc. (14)
Commercial Services & Supplies
8.30-8.77%
3/22/2018
6/5/2023-10/5/2023
1,956
1,957
1,953
Georgia Jet, Inc. (10)
Airlines
8.00%
12/4/2017
12/4/2021
973
973
954
Globecomm Systems Inc. (14)
Wireless Telecommunication Services
13.18%
5/10/2018
7/1/2021
413
413
413
GMT Corporation (14)
Machinery
12.55%
10/23/2018
10/23/2023
5,446
5,409
5,446
Haljoe Coaches USA, LLC (14)
Road & Rail
8.03-9.69%
7/31/2017
7/1/2022-7/1/2024
4,883
4,883
4,132
HTI Logistics Corporation (10)
Commercial Services & Supplies
9.69-9.94%
11/15/2018
5/1/2024-9/1/2025
527
527
514
Hypro, Inc. (10)
Machinery
11.53%
9/30/2019
10/1/2023
1,925
1,940
1,875
Interstate NDT, Inc. (14)
Road & Rail
10.91-14.11%
6/11/2018
7/1/2023-10/25/2023
1,795
1,795
1,704
ISR Holdings, LLC (10)
Commercial Services & Supplies
9.25%
8/27/2019
8/27/2022
3,124
3,124
3,124
JP Motorsports, Inc. (14)
Road & Rail
16.06%
8/17/2018
1/25/2022
118
118
117
Kool Pak, LLC (14)
Road & Rail
8.58%
2/5/2018
3/1/2024
484
484
484
Lineal Industries, Inc. (10)
Construction & Engineering
8.00%
12/21/2018
12/21/2021
45
45
45
Loyer Capital LLC (2)(12)
Multi-Sector Holdings
8.73-11.52%
5/16/2019
5/16/24-9/25/24
14,731
14,731
14,456
Mountain Air Helicopters, Inc. (10)
Commercial Services & Supplies
10.00%
7/31/2017
4/30/2022-2/28/2025
1,870
1,865
1,902
NEF Holdings, LLC (2)
Multi-Sector Holdings
8.50%
8/14/2020
8/14/2021
850
850
850
Rane Light Metal Castings Inc. (14)
Machinery
10.00%
6/1/2020
7/1/2024
338
338
338
Rango, Inc. (10)(14)
Commercial Services & Supplies
9.33%-9.79%
9/24/2019
4/1/2023-11/1/2024
5,137
5,207
5,041
Rossco Crane & Rigging, Inc. (14)
Commercial Services & Supplies
11.13-11.53%
8/25/2017
4/1/2021-9/1/2022
332
332
330
Royal Coach Lines, Inc.(14)
Road & Rail
9.56%
11/21/2019
8/1/2025
1,215
1,215
1,085
Royal Express Inc. (14)
Road & Rail
9.53%
1/17/2019
2/1/2024
914
927
914
Sidelines Tree Service LLC (14)
Diversified Consumer Services
10.25%
7/31/2017
10/1/2022
79
79
76
South Texas Oilfield Solutions, LLC (14)
Energy Equipment & Services
12.52-13.76%
3/29/2018
9/1/2022-7/1/2023
2,194
2,194
2,110
ST Coaches, LLC (14)
Road & Rail
8.21-8.58%
7/31/2017
10/1/2022-1/25/2025
4,755
4,755
4,318
Stafford Logistics, Inc. (10)
Commercial Services & Supplies
12.63-13.12%
9/11/2019
10/1/2024-10/1/2025
6,870
6,870
6,604
Star Coaches Inc. (14)
Road & Rail
8.42%
3/9/2018
4/1/2025
3,385
3,385
2,902
Sturgeon Services International Inc. (10)
Energy Equipment & Services
18.42%
7/31/2017
2/28/2022
816
816
770
Sun-Tech Leasing of Texas, L.P. (14)
Road & Rail
8.68%
7/31/2017
7/25/2021
36
36
36
Superior Transportation, Inc. (14)
Road & Rail
9.40-12.26%
7/31/2017
4/1/2022-8/1/2024
5,524
5,511
5,142
Tailwinds, LLC (10)
Air Freight & Logistics
8.50%-9.00%
7/26/2019
8/1/2024-10/16/2025
2,633
2,633
2,633
The Smedley Company & Smedley Services, Inc. (10)
Commercial Services & Supplies
10.03-14.97%
7/31/2017
10/29/2023-2/10/2024
3,902
3,905
3,634
Thora Capital, LLC (10)
Airlines
9.00%
7/3/2019
7/1/2025
5,602
5,602
5,596
Trinity Equipment Rentals, Inc. (14)
Commercial Services & Supplies
11.23%
9/13/2018
10/1/2022
538
538
538
Trolleys, Inc. (14)
Road & Rail
9.98%
7/18/2018
8/1/2022
1,999
1,999
1,919
Up Trucking Services, LLC (14)
Road & Rail
11.21-12.53%
3/23/2018
4/1/2022-8/1/2024
1,638
1,657
1,651
Warrior Crane Services, LLC (10)
Commercial Services & Supplies
8.95%
7/11/2019
8/1/2024-8/1/2026
3,087
3,087
3,030
Wind River Environmental, LLC (10)
Diversified Consumer Services
8.43%-10.00%
7/31/2019
8/1/2024-10/5/25
1,112
1,118
1,112
Womble Company, Inc. (14)
Energy Equipment & Services
9.11%
12/27/2019
1/1/2025
694
694
681
Shares/Units
NEF Holdings, LLC Equity Interests (2)(9)
Multi-Sector Holdings
7/31/2017
200
145,000
129,102
Total Equipment Financing
$
304,810
$
284,846
Preferred Equity 0.8%
SOAGG LLC (2)(3)(4)
Aerospace & Defense
8.00%
12/14/2010
6/30/2023
446
$
446
$
2,300
SOINT, LLC (2)(3)(4)
Aerospace & Defense
5.00% (11)
6/8/2012
6/30/2023
53,321
5,332
4,101
Total Preferred Equity
$
5,778
$
6,401
See notes to consolidated financial statements.
107
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
(in thousands, except share/unit amounts)
Description
Industry
Acquisition
Date
Shares/
Units
Cost
Fair
Value
Common Equity/Equity Interests/Warrants51.9%
aTyr Pharma, Inc. Warrants *
Pharmaceuticals
11/18/2016
6,347
$
106
$
B Riley Financial Inc. (3)(8)
Research & Consulting Services
3/16/2007
38,015
2,684
1,681
CardioFocus, Inc. Warrants *
Health Care Equipment & Supplies
3/31/2017
90
51
Centrexion Therapeutics, Inc. Warrants *
Pharmaceuticals
6/28/2019
289,102
136
71
Conventus Orthopaedics, Inc. Warrants *
Health Care Equipment & Supplies
6/15/2016
157,500
65
Crystal Financial LLC (2)(3)
Diversified Financial Services
12/28/2012
280,303
280,737
296,766
Delphinus Medical Technologies, Inc. Warrants *
Health Care Equipment & Supplies
8/18/2017
444,388
74
82
Essence Group Holdings Corporation (Lumeris) Warrants *
Health Care Technology
3/22/2017
208,000
63
258
KBH Topco LLC (Kingsbridge) (2)(5)
Multi-Sector Holdings
11/3/2020
73,500,000
136,596
136,596
PQ Bypass, Inc. Warrants *
Health Care Equipment & Supplies
12/20/2018
300,000
106
675
RD Holdco Inc. (Rug Doctor) (2)*
Diversified Consumer Services
12/23/2013
231,177
15,683
1,226
RD Holdco Inc. (Rug Doctor) Class B (2)*
Diversified Consumer Services
12/23/2013
522
5,216
5,216
RD Holdco Inc. (Rug Doctor) Warrants (2)*
Diversified Consumer Services
12/23/2013
30,370
381
Scynexis, Inc. Warrants *
Pharmaceuticals
9/30/2016
12,243
105
Senseonics Holdings, Inc. Warrants *
Health Care Equipment & Supplies
7/25/2019
526,901
117
81
Sunesis Pharmaceuticals, Inc. Warrants *
Pharmaceuticals
3/31/2016
10,400
118
Venus Concept Ltd. Warrants* (fka Restoration Robotics)
Health Care Equipment & Supplies
5/10/2018
27,352
152
Total Common Equity/Equity Interests/Warrants
$
442,390
$
442,652
Total Investments (6) 179.8%
$
1,556,935
$
1,531,951
Description
Industry
Acquisition
Date
Maturity
Date
Par Amount
Cash Equivalents 44.6%
U.S. Treasury Bill
Government
12/31/2020
2/23/2021
$
380,000
$
379,997
$
379,997
Total Investments & Cash Equivalents 224.4%
$
1,936,932
$
1,911,948
Liabilities in Excess of Other Assets (124.4%).
(1,059,925
)
Net Assets 100.0%
$
852,023
(1)
Floating rate debt investments typically bear interest at a rate determined by reference to the London
Interbank Offered Rate (LIBOR), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current rate of interest, or in the case of leases the current implied yield, in effect as of
December 31, 2020.
108
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
(in
thousands)
(2)
Denotes investments in which we are deemed to exercise a controlling influence over the management or policies
of a company, as defined in the Investment Company Act of 1940 (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, 2020 in these controlled investments are as follows:
Name of Issuer
Fair Value at
December 31,
2019
Gross
Additions
Gross
Reductions
Realized
Gain
(Loss)
Change in
Unrealized
Gain
(Loss)
Interest/
Dividend
/Other
Income
Fair Value at
December 31,
2020
AviatorCap SII, LLC
$
2,896
$
$
2,896
$
$
$
198
$
AviatorCap SII, LLC
2,713
1,105
877
260
2,941
Crystal Financial LLC
296,000
766
24,000
296,766
Equipment Operating Leases, LLC
29,739
3,401
(798
)
2,290
25,540
Kingsbridge Holdings, LLC (debt)
33,112
46,888
(71
)
3,481
80,000
Kingsbridge Holdings, LLC (equity)
136,596
1,925
136,596
Loyer Capital LLC
14,731
(275
)
1,488
14,456
NEF Holdings, LLC (equity)
145,000
(15,898
)
250
129,102
NEF Holdings, LLC (debt)
850
28
850
RD Holdco Inc. (Rug Doctor, common equity)
7,706
(6,480
)
1,226
RD Holdco Inc. (Rug Doctor, class B)..
5,216
5,216
RD Holdco Inc. (Rug Doctor, warrants)..
Rug Doctor LLC
9,111
1,448
(6
)
1,128
10,559
SOAGG LLC
4,952
1,095
(1,557
)
111
2,300
SOINT, LLC
5,939
319
380
(1,777
)
508
4,101
$
557,115
$
187,206
$
8,649
$
$
(26,096
)
$
35,667
$
709,653
See notes to consolidated financial statements.
109
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
(in thousands)
(3)
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, 2020, on a fair value
basis, non-qualifying assets in the portfolio represented 25.9% of the total assets of the Company.
(4)
Solar Capital Ltd.s investments in SOAGG, LLC and SOINT, LLC include a two and one dollar investment in
common shares, respectively.
(5)
Kingsbridge Holdings, LLC is held through KBH Topco LLC, a Delaware corporation.
(6)
Aggregate net unrealized appreciation for U.S. federal income tax purposes is $4,446; aggregate gross
unrealized appreciation and depreciation for U.S. federal tax purposes is $52,349 and $47,903, respectively, based on a tax cost of $1,527,505. Unless otherwise noted, all of the Companys investments are pledged as collateral against the
borrowings outstanding on the senior secured credit facility. 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.
(7)
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.
(8)
Denotes a Level 1 investment.
(9)
NEF Holdings, LLC is held through NEFCORP LLC, a wholly-owned consolidated taxable subsidiary and NEFPASS LLC,
a wholly-owned consolidated subsidiary.
(10)
Indicates an investment that is wholly held by Solar Capital Ltd. through NEFPASS LLC.
(11)
Interest is paid in kind (PIK).
(12)
Denotes a subsidiary of NEF Holdings, LLC.
(13)
OmniGuide Holdings, Inc., Domain Surgical, Inc. and OmniGuide, Inc. are
co-borrowers.
(14)
Indicates an investment that is held by the Company through its wholly-owned consolidated financing subsidiary
NEFPASS SPV, LLC (the NEFPASS SPV). Such investments are pledged as collateral under the NEFPASS SPV, 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 6.00% Cash / 2.50% PIK.
(16)
Kindred Biosciences, Inc., KindredBio Equine, Inc. and Centaur Biopharmaceutical Services, Inc. are co-borrowers.
(17)
Spread is 2.50% Cash / 8.50% PIK.
*
Non-income producing security.
See notes to consolidated financial statements.
110
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
(in thousands)
Industry Classification
Percentage of Total
Investments (at fair value) as
of December 31, 2020
Multi-Sector Holdings (includes Kingsbridge Holdings, LLC, NEF Holdings, LLC, Equipment Operating
Leases, LLC and Loyer Capital LLC)
27.6
%
Diversified Financial Services (includes Crystal Financial LLC)
19.8
%
Health Care Providers & Services
10.9
%
Pharmaceuticals
9.4
%
Health Care Equipment & Supplies
8.7
%
Commercial Services & Supplies
4.1
%
Specialty Retail
3.4
%
Wireless Telecommunication Services
2.4
%
Road & Rail
2.3
%
Communications Equipment
2.3
%
Software
2.2
%
Thrifts & Mortgage Finance
1.3
%
Diversified Consumer Services
1.2
%
Capital Markets
1.2
%
Airlines
0.8
%
Aerospace & Defense
0.6
%
Machinery
0.5
%
Energy Equipment & Services.
0.2
%
Metals & Mining
0.2
%
Construction & Engineering
0.2
%
Oil, Gas & Consumable Fuels
0.2
%
Personal Products
0.2
%
Air Freight & Logistics
0.2
%
Research & Consulting Services
0.1
%
Health Care Technology.
0.0
%
Total Investments
100.0
%
See notes to consolidated financial statements.
111
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2019
(in thousands, except share/unit amounts)
Description
Industry
Spread
Above
Index (7)
LIBOR
Floor
Interest
Rate (1)
Acquisition
Date
Maturity
Date
Par Amount
Cost
Fair
Value
Senior Secured Loans 94.1%
Bank Debt/Senior Secured Loans
Aegis Toxicology Sciences Corporation
Health Care Providers & Services
L+550
1.00
%
7.40
%
5/7/2018
5/9/2025
$
17,043
$
16,800
$
16,191
Alteon Health, LLC
Health Care Providers & Services
L+650
1.00
%
8.30
%
9/14/2018
9/1/2022
15,094
15,011
15,094
Altern Marketing, LLC
Household & Personal Products
L+600
2.00
%
8.00
%
10/25/2019
10/7/2024
27,899
27,626
27,620
American Teleconferencing Services, Ltd. (PGI)
Communications Equipment
L+650
1.00
%
8.32
%
5/5/2016
6/8/2023
30,038
29,386
28,236
Atria Wealth Solutions, Inc
Diversified Financial Services
L+600
1.00
%
7.80
%
9/14/2018
11/30/2022
4,404
4,371
4,360
AviatorCap SII, LLC (2)
Aerospace & Defense
L+700
8.90
%
12/27/2018
10/30/2020
2,896
2,896
2,896
AviatorCap SII, LLC (2)
Aerospace & Defense
L+700
8.90
%
3/19/2019
1/29/2021
2,713
2,713
2,713
Bishop Lifting Products, Inc. (5)
Trading Companies & Distributors
L+800
1.00
%
9.80
%
3/24/2014
3/27/2022
24,985
24,906
24,985
Enhanced Capital Group, LLC
Capital Markets
L+550
1.00
%
7.20
%
6/28/2019
6/28/2024
20,311
20,032
20,311
Falmouth Group Holdings Corp. (AMPAC)
Chemicals
L+675
1.00
%
8.55
%
12/7/2015
12/14/2021
37,195
37,058
37,195
Greystone Select Holdings LLC & Greystone & Co., Inc.
Thrifts & Mortgage Finance
L+800
1.00
%
9.93
%
3/29/2017
4/17/2024
19,702
19,567
19,702
iCIMS, Inc.
Software
L+650
1.00
%
8.29
%
9/7/2018
9/12/2024
15,003
14,751
15,003
IHS Intermediate, Inc.**
Health Care Providers & Services
L+825
1.00
%
6/19/2015
7/20/2022
25,000
24,728
7,500
Kingsbridge Holdings, LLC
Multi-Sector Holdings
L+700
1.00
%
9.09
%
12/21/2018
12/21/2024
33,112
32,675
33,112
KORE Wireless Group, Inc.
Wireless Telecommunication Services
L+550
7.44
%
12/21/2018
12/21/2024
36,850
36,208
36,573
Logix Holding Company, LLC
Communications Equipment
L+575
1.00
%
7.55
%
9/14/2018
12/22/2024
7,103
7,048
7,103
MRI Software LLC
Software
L+575
1.00
%
7.55
%
7/23/2019
6/30/2023
31,610
31,316
31,610
On Location Events, LLC & PrimeSport Holdings Inc.
Media
L+500
1.00
%
6.94
%
12/7/2017
9/29/2021
27,547
27,409
27,547
Pet Holdings ULC & Pet Supermarket, Inc. (3)
Specialty Retail
L+550
1.00
%
7.60
%
9/14/2018
7/5/2022
29,045
28,833
28,972
PhyMed Management LLC
Health Care Providers & Services
L+875
1.00
%
10.55
%
12/18/2015
5/18/2021
32,321
31,919
32,321
PhyNet Dermatology LLC
Health Care Providers & Services
L+550
1.00
%
7.29
%
9/5/2018
8/16/2024
17,239
17,125
17,239
PPT Management Holdings, LLC
Health Care Providers & Services
L+675
(15)
1.00
%
8.44
%
9/14/2018
12/16/2022
20,656
20,557
19,003
PSKW, LLC & PDR, LLC
Health Care Providers & Services
L+425
1.00
%
6.19
%
9/14/2018
11/25/2021
1,771
1,765
1,771
PSKW, LLC & PDR, LLC
Health Care Providers & Services
L+768
1.00
%
9.63
%
10/24/2017
11/25/2021
27,929
27,690
27,929
RS Energy Group U.S., Inc.
Software
L+475
6.69
%
10/26/2018
10/6/2023
15,096
14,855
15,096
Rug Doctor LLC (2)
Diversified Consumer Services
L+975
1.50
%
11.54
%
12/23/2013
5/16/2023
9,111
9,089
9,111
Solara Medical Supplies, Inc.
Health Care Providers & Services
L+600
1.00
%
7.94
%
5/31/2018
2/27/2024
7,507
7,385
7,507
The Octave Music Group, Inc. (fka TouchTunes)
Media
L+825
1.00
%
9.95
%
5/28/2015
5/27/2022
12,194
12,116
12,194
Varilease Finance, Inc.
Multi-Sector Holdings
L+750
1.00
%
9.59
%
8/22/2014
11/15/2025
36,438
36,286
36,438
Total Bank Debt/Senior Secured Loans
$
582,121
$
565,332
Life Science Senior Secured Loans
Alimera Sciences, Inc.
Pharmaceuticals
L+765
1.78
%
9.43
%
12/31/2019
7/1/2024
$
18,959
$
18,959
$
18,959
Apollo Endosurgery, Inc.
Health Care Equipment & Supplies
L+750
9.19
%
3/15/2019
9/1/2023
20,492
20,539
20,492
Ardelyx, Inc. (3)
Pharmaceuticals
L+745
9.14
%
5/10/2018
11/1/2022
24,500
24,741
24,745
aTyr Pharma, Inc.
Pharmaceuticals
P+410
8.85
%
11/18/2016
11/18/2020
3,667
4,302
4,327
Axcella Health Inc.
Pharmaceuticals
L+850
10.20
%
1/9/2018
1/1/2023
26,000
26,514
26,546
Cardiva Medical, Inc.
Health Care Equipment & Supplies
L+795
1.76
%
9.71
%
9/24/2018
12/1/2023
24,000
24,383
24,480
Centrexion Therapeutics, Inc.
Pharmaceuticals
L+725
2.45
%
9.70
%
6/28/2019
1/1/2024
12,615
12,533
12,504
Cerapedics, Inc.
Health Care Equipment & Supplies
L+695
2.50
%
9.45
%
3/22/2019
3/1/2024
18,803
18,893
18,897
Delphinus Medical Technologies, Inc.
Health Care Equipment & Supplies
L+850
10.19
%
8/18/2017
9/1/2021
3,810
3,919
3,906
GenMark Diagnostics, Inc. (3)
Health Care Providers & Services
L+590
2.51
%
8.41
%
2/1/2019
2/1/2023
49,522
49,823
50,017
Kindred Biosciences, Inc. (3)(16)
Pharmaceuticals
L+675
2.17
%
8.92
%
9/30/2019
9/30/2024
9,197
9,169
9,173
OmniGuide Holdings, Inc. (13).
Health Care Equipment & Supplies
L+805
9.74
%
7/30/2018
7/29/2023
10,500
10,639
10,552
PQ Bypass, Inc.
Health Care Equipment & Supplies
L+795
1.00
%
9.65
%
12/20/2018
12/19/2022
10,000
9,974
10,140
Rubius Therapeutics, Inc. (3)
Pharmaceuticals
L+550
7.19
%
12/21/2018
12/21/2023
26,861
26,974
26,995
scPharmaceuticals, Inc.
Pharmaceuticals
L+795
2.23
%
10.18
%
9/17/2019
9/17/2023
4,684
4,692
4,693
Senseonics Holdings, Inc
Health Care Equipment & Supplies
L+650
2.48
%
8.98
%
7/25/2019
7/1/2024
21,076
20,989
21,076
Total Life Science Senior Secured Loans
$
287,043
$
287,502
Total Senior Secured Loans
$
869,164
$
852,834
See notes to consolidated financial statements.
112
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2019
(in thousands, except share/unit amounts)
Description
Industry
Interest
Rate (1)
Acquisition
Date
Maturity
Date
Par Amount
Cost
Fair
Value
Equipment Financing 35.4%
Althoff Crane Service, Inc. (14)
Commercial Services & Supplies
10.55%
7/31/2017
6/8/2022
$
1,180
$
1,180
$
1,200
AmeraMex International, Inc. (10)
Commercial Services & Supplies
10.00%
3/29/2019
3/28/2022
6,314
6,206
6,400
Blackhawk Mining, LLC (14)
Oil, Gas & Consumable Fuels
10.99-11.17%
2/16/2018
3/1/2022-11/1/2022
4,701
4,474
4,764
C&H Paving, Inc. (14)
Construction & Engineering
9.94-11.66%
12/26/2018
1/1/2024-11/1/2024
4,136
4,187
4,158
Capital City Jet Center, Inc. (10)
Airlines
10.00%
4/4/2018
10/4/2023
1,806
1,806
1,808
Central Freight Lines, Inc. (10)
Road & Rail
7.16%
7/31/2017
1/14/2024
1,421
1,421
1,421
Champion Air, LLC (10)
Airlines
10.00%
3/19/2018
1/1/2023
2,770
2,770
2,748
Easton Sales and Rentals, LLC (10)
Commercial Services & Supplies
10.00%
9/18/2018
10/1/2021
1,882
1,866
1,845
Equipment Operating Leases, LLC (2)(12)
Multi-Sector Holdings
7.53-8.37%
4/27/2018
8/1/2022-4/27/2025
29,739
29,739
29,739
Family First Freight, LLC (10)
Road & Rail
9.43-10.10%
7/31/2017
7/1/2020-1/22/2022
557
556
554
Freightsol LLC (14)
Road & Rail
12.62-12.99%
4/9/2019
11/1/2023
2,225
2,266
2,225
Garda CL Technical Services, Inc. (14)
Commercial Services & Supplies
8.31-8.77%
3/22/2018
7/13/2023-10/5/2023
2,317
2,317
2,280
Georgia Jet, Inc. (10)
Airlines
8.00%
12/4/2017
12/4/2021
1,833
1,833
1,805
Globecomm Systems Inc. (14)
Wireless Telecommunication Services
13.18%
5/10/2018
7/1/2021
1,051
1,051
1,072
GMT Corporation (14)
Machinery
12.46%
10/23/2018
10/23/2023
6,363
6,309
6,363
Haljoe Coaches USA, LLC (14)
Road & Rail
8.15-9.90%
7/31/2017
7/1/2022-7/1/2024
5,626
5,626
5,527
Hawkeye Contracting Company, LLC (10)(11)
Oil, Gas & Consumable Fuels
10.00%
11/15/2017
11/15/2020
1,823
1,823
1,827
HTI Logistics Corporation (10)
Commercial Services & Supplies
9.69-9.80%
11/15/2018
12/1/2023-4/1/2024
289
289
286
Hypro, Inc. (10)
Machinery
11.53%
9/30/2019
10/1/2023
3,460
3,493
3,460
Interstate NDT, Inc. (14)
Road & Rail
11.32-13.94%
6/11/2018
7/1/2023-10/25/2023
2,019
2,019
2,055
ISR Holdings, LLC (10)
Commercial Services & Supplies
9.25%
8/27/2019
8/27/2022
4,781
4,781
4,781
JP Motorsports, Inc. (14)
Road & Rail
16.35%
8/17/2018
1/25/2022
192
191
194
Kool Pak, LLC (14)
Road & Rail
8.58%
2/5/2018
3/1/2024
612
612
612
Lineal Industries, Inc. (10)
Construction & Engineering
8.00%
12/21/2018
12/21/2021
76
76
76
Loyer Capital LLC (2)(12)
Multi-Sector Holdings
8.73-11.52%
5/16/2019
5/16/24-9/25/24
14,731
14,731
14,731
Meridian Consulting I Corp, Inc. (10)
Hotels, Restaurants & Leisure
10.72%
7/31/2017
12/4/2021
1,926
1,926
1,972
Mountain Air Helicopters, Inc. (10)
Commercial Services & Supplies
10.00%
7/31/2017
4/30/2022
1,509
1,509
1,528
Rango, Inc. (10)(14)
Commercial Services & Supplies
9.42%-9.92%
9/24/2019
4/1/2023-11/1/2024
6,055
6,150
6,055
Rossco Crane & Rigging, Inc. (14)
Commercial Services & Supplies
11.13-11.53%
8/25/2017
4/1/2021-9/1/2022
577
577
584
Royal Coach Lines, Inc.
Road & Rail
9.56%
11/21/2019
8/1/2025
1,240
1,240
1,240
Royal Express Inc. (14)
Road & Rail
9.64%
1/17/2019
2/1/2024
1,056
1,075
1,042
Sidelines Tree Service LLC (14)
Diversified Consumer Services
10.31-10.52%
7/31/2017
8/1/2022-10/1/2022
329
329
331
South Texas Oilfield Solutions, LLC (14)
Energy Equipment & Services
12.52-13.76%
3/29/2018
9/1/2022-7/1/2023
2,753
2,753
2,754
Southern Nevada Oral & Maxillofacial Surgery, LLC (10)
Health Care Providers & Services
12.00%
7/31/2017
3/1/2024
1,273
1,273
1,286
Southwest Traders, Inc. (14)
Road & Rail
9.13%
11/21/2017
11/1/2020
70
70
69
Spartan Education, LLC (10)
Diversified Consumer Services
10.26-12.00%
3/28/2019
7/31/2020-12/27/2023
6,758
6,867
6,766
ST Coaches, LLC (14)
Road & Rail
8.21-8.59%
7/31/2017
10/1/2022-1/25/2025
4,585
4,585
4,501
Stafford Logistics, Inc. (10)
Commercial Services & Supplies
12.63-13.12%
9/11/2019
10/1/2024-10/1/2025
7,930
7,930
7,930
Star Coaches Inc. (14)
Road & Rail
8.42%
3/9/2018
4/1/2025
3,305
3,305
3,288
Sturgeon Services International Inc. (10)
Energy Equipment & Services
19.10%
7/31/2017
2/28/2022
1,271
1,271
1,249
Sun-Tech Leasing of Texas, L.P. (14)
Road & Rail
8.68-16.95%
7/31/2017
6/25/2020-7/25/2021
238
238
236
Superior Transportation, Inc. (14)
Road & Rail
9.38-12.26%
7/31/2017
4/1/2022-8/1/2024
6,492
6,471
6,471
Tailwinds, LLC (10)
Air Freight & Logistics
9.00%
7/26/2019
8/1/2024
1,153
1,153
1,153
The Smedley Company & Smedley Services, Inc. (10)
Commercial Services & Supplies
9.92-14.75%
7/31/2017
10/29/2023-2/10/2024
5,011
5,030
5,070
Thora Capital, LLC (10)
Airlines
9.00%
7/3/2019
7/1/2025
6,209
6,209
6,209
Tornado Bus Company (14)
Road & Rail
10.78%
7/31/2017
9/1/2021
1,509
1,509
1,518
Trinity Equipment Rentals, Inc. (14)
Commercial Services & Supplies
11.24%
9/13/2018
10/1/2022
719
719
726
Trolleys, Inc. (14)
Road & Rail
9.81%
7/18/2018
8/1/2022
2,295
2,295
2,292
Up Trucking Services, LLC (14)
Road & Rail
11.21-12.10%
3/23/2018
4/1/2022-8/1/2024
2,512
2,549
2,540
Warrior Crane Services, LLC (10)
Commercial Services & Supplies
8.95%
7/11/2019
7/11/2024-8/1/2026
3,316
3,316
3,316
Wind River Environmental, LLC (10)
Diversified Consumer Services
10.00%
7/31/2019
8/1/2024
918
926
918
Womble Company, Inc. (10)
Energy Equipment & Services
9.11%
12/27/2019
1/1/2025
814
814
814
W.P.M., Inc., WPM-Southern, LLC, WPM Construction Services,
Inc.(10)
Construction & Engineering
7.50%
7/31/2017
10/1/2022
1,841
1,841
1,841
Shares/
Units
NEF Holdings, LLC Equity Interests (2)(9)
Multi-Sector Holdings
7/31/2017
200
145,000
145,000
Total Equipment Financing
$
320,552
$
320,630
Preferred Equity 1.2%
SOAGG LLC (2)(3)(4)
Aerospace & Defense
8.00%
12/14/2010
6/30/2023
1,541
$
1,541
$
4,952
SOINT, LLC (2)(3)(4)
Aerospace & Defense
15.00%
6/8/2012
6/30/2023
53,932
5,393
5,939
Total Preferred Equity
$
6,934
$
10,891
See notes to consolidated financial statements.
113
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2019
(in thousands, except share/unit amounts)
Description
Industry
Acquisition
Date
Shares/
Units
Cost
Fair
Value
Common Equity/Equity Interests/Warrants34.3%
aTyr Pharma, Inc. Warrants *
Pharmaceuticals
11/18/2016
6,347
$
106
$
B Riley Financial Inc. (3)(8)
Research & Consulting Services
3/16/2007
38,015
2,684
957
CardioFocus, Inc. Warrants *
Health Care Equipment & Supplies
3/31/2017
440,816
51
34
Centrexion Therapeutics, Inc. Warrants *
Pharmaceuticals
6/28/2019
210,256
106
77
Conventus Orthopaedics, Inc. Warrants *
Health Care Equipment & Supplies
6/15/2016
157,500
65
10
Crystal Financial LLC (2)(3)
Diversified Financial Services
12/28/2012
280,303
280,737
296,000
Delphinus Medical Technologies, Inc. Warrants *
Health Care Equipment & Supplies
8/18/2017
380,904
74
50
Essence Group Holdings Corporation (Lumeris) Warrants *
Health Care Technology
3/22/2017
208,000
63
267
PQ Bypass, Inc. Warrants *
Health Care Equipment & Supplies
12/20/2018
300,000
106
75
RD Holdco Inc. (Rug Doctor) (2)*
Diversified Consumer Services
12/23/2013
231,177
15,683
7,706
RD Holdco Inc. (Rug Doctor) Class B (2)*
Diversified Consumer Services
12/23/2013
522
5,216
5,216
RD Holdco Inc. (Rug Doctor) Warrants (2)*
Diversified Consumer Services
12/23/2013
30,370
381
Scynexis, Inc. Warrants *
Pharmaceuticals
9/30/2016
122,435
105
Senseonics Holdings, Inc. Warrants *
Health Care Equipment & Supplies
7/25/2019
526,901
117
70
Sunesis Pharmaceuticals, Inc. Warrants *
Pharmaceuticals
3/31/2016
104,001
118
Tetraphase Pharmaceuticals, Inc. Warrants (3)*
Pharmaceuticals
10/30/2018
14,227
269
Venus Concept Ltd. Warrants* (fka Restoration Robotics)
Health Care Equipment & Supplies
5/10/2018
27,352
152
7
Total Common Equity/Equity Interests/Warrants
$
306,033
$
310,469
Total Investments (6) 165.0%
$
1,502,683
$
1,494,824
Description
Industry
Acquisition
Date
Maturity
Date
Par Amount
Cash Equivalents 46.3%
U.S. Treasury Bill
Government
12/31/2019
1/28/2020
$
420,000
$
419,571
$
419,571
Total Investments & Cash Equivalents 211.3%
$
1,922,254
$
1,914,395
Liabilities in Excess of Other Assets (111.3%)
(1,008,515
)
Net Assets 100.0%
$
905,880
(1)
Floating rate debt investments typically bear interest at a rate determined by reference to the London
Interbank Offered Rate (LIBOR), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current rate of interest, or in the case of leases the current implied yield, in effect as of
December 31, 2019.
114
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2019
(in thousands)
(2)
Denotes investments in which we are deemed to exercise a controlling influence over the management or policies
of a company, as defined in the Investment Company Act of 1940 (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, 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
(Loss)
Interest/
Dividend
/Other
Income
Fair Value at
December 31,
2019
Ark Real Estate Partners LP
$
39
$
$
$
(526
)
$
487
$
$
Ark Real Estate Partners II LP
1
(135
)
11
AviatorCap SII, LLC
2,975
79
274
2,896
AviatorCap SII, LLC
2,975
262
208
2,713
Crystal Financial LLC
293,000
3,000
30,000
296,000
Equipment Operating Leases, LLC
32,882
3,143
2,550
29,739
Loyer Capital LLC
21,634
6,903
1,085
14,731
NEF Holdings, LLC
145,000
3,300
145,000
RD Holdco Inc. (Rug Doctor, common equity)
7,732
(26
)
7,706
RD Holdco Inc. (Rug Doctor, class B)
5,216
5,216
RD Holdco Inc. (Rug Doctor, warrants)
Rug Doctor LLC
9,111
(39
)
1,182
9,111
SOAGG LLC
9,113
951
(3,210
)
5,256
4,952
SOINT, LLC
2,144
2,188
148
SOINT, LLC (preferred equity)
6,414
444
(31
)
826
5,939
$
511,483
$
26,753
$
13,970
$
(661
)
$
192
$
44,829
$
524,003
See notes to consolidated financial statements.
115
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2019
(in thousands)
(3)
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, 2019, on a fair value
basis, non-qualifying assets in the portfolio represented 22.9% of the total assets of the Company.
(4)
Solar Capital Ltd.s investments in SOAGG, LLC and SOINT, LLC include a two and one dollar investment in
common shares, respectively.
(5)
Bishop Lifting Products, Inc., SEI Holding I Corporation, Singer Equities, Inc. & Hampton Rubber Company
are co-borrowers.
(6)
Aggregate net unrealized appreciation for U.S. federal income tax purposes is $8,172; aggregate gross
unrealized appreciation and depreciation for U.S. federal tax purposes is $45,038 and $36,866, respectively, based on a tax cost of $1,486,652. Unless otherwise noted, all of the Companys investments are pledged as collateral against the
borrowings outstanding on the senior secured credit facility. 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.
(7)
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.
(8)
Denotes a Level 1 investment.
(9)
NEF Holdings, LLC is held through NEFCORP LLC, a wholly-owned consolidated taxable subsidiary and NEFPASS LLC,
a wholly-owned consolidated subsidiary.
(10)
Indicates an investment that is wholly held by Solar Capital Ltd. through NEFPASS LLC.
(11)
Hawkeye Contracting Company, LLC, Eagle Creek Mining, LLC & Falcon Ridge Leasing, LLC are co-borrowers.
(12)
Denotes a subsidiary of NEF Holdings, LLC.
(13)
OmniGuide Holdings, Inc., Domain Surgical, Inc. and OmniGuide, Inc. are
co-borrowers.
(14)
Indicates an investment that is held by the Company through its wholly-owned consolidated financing subsidiary
NEFPASS SPV, LLC (the NEFPASS SPV). Such investments are pledged as collateral under the NEFPASS SPV, 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 6.00% Cash / 0.75% PIK.
(16)
Kindred Biosciences, Inc., KindredBio Equine, Inc. and Centaur Biopharmaceutical Services, Inc. are co-borrowers.
*
Non-income producing security.
**
Investment is on non-accrual status.
See notes to consolidated financial statements.
116
Table of Contents
SOLAR CAPITAL LTD.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2019
(in thousands)
Industry Classification
Percentage of Total
Investments (at fair value) as
of December 31, 2019
Diversified Financial Services (includes Crystal Financial LLC)
20.1
%
Multi-Sector Holdings (includes NEF Holdings, LLC, Equipment Operating Leases, LLC and Loyer
Capital LLC)
17.3
%
Health Care Providers & Services
13.1
%
Pharmaceuticals
8.6
%
Health Care Equipment & Supplies
7.3
%
Software
4.1
%
Commercial Services & Supplies
2.8
%
Media
2.7
%
Wireless Telecommunication Services
2.5
%
Chemicals
2.5
%
Road & Rail
2.4
%
Communications Equipment
2.4
%
Diversified Consumer Services
2.0
%
Specialty Retail
1.9
%
Household & Personal Products
1.9
%
Trading Companies & Distributors
1.7
%
Capital Markets
1.4
%
Thrifts & Mortgage Finance
1.3
%
Aerospace & Defense
1.1
%
Airlines
0.8
%
Machinery
0.7
%
Oil, Gas & Consumable Fuels
0.4
%
Construction & Engineering
0.4
%
Energy Equipment & Services.
0.3
%
Hotels, Restaurants & Leisure.
0.1
%
Air Freight & Logistics
0.1
%
Research & Consulting Services
0.1
%
Health Care Technology
0.0
%
Total Investments
100.0
%
See notes to consolidated financial statements.
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
(in thousands, except share amounts)
Note 1. Organization
Solar Capital LLC,
a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007 with initial capital of $1,200,000 of which 47.04% was funded by affiliated parties.
Immediately prior to our initial public offering, through a series of transactions, Solar Capital Ltd. merged with Solar Capital LLC, leaving
Solar Capital Ltd. as the surviving entity (the Merger). Solar Capital Ltd. issued an aggregate of approximately 26.65 million shares of common stock and $125,000 in senior unsecured notes to the existing Solar Capital LLC unit
holders in connection with the Merger. Solar Capital Ltd. had no assets or operations prior to completion of the Merger and as a result, the historical books and records of Solar Capital LLC have become the books and records of the surviving entity.
The number of shares used to calculate weighted average shares for use in computations on a per share basis have been decreased retroactively by a factor of approximately 0.4022 for all periods prior to February 9, 2010. This factor represents
the effective impact of the reduction in shares resulting from the Merger.
Solar Capital Ltd. (Solar Capital, the
Company, we, us or our), a Maryland corporation formed in November 2007, 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 FASB Accounting Standards Codification (ASC) Topic 946. In addition, for U.S. federal income tax purposes, the Company has elected to
be treated, and intends 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 9, 2010, Solar Capital priced its initial public offering, selling 5.68 million shares of common stock, including the
underwriters over-allotment, at a price of $18.50 per share. Concurrent with this offering, the Companys senior management purchased an additional 600,000 shares through a private placement, also at $18.50 per share.
The Companys investment objective is to maximize both current income and capital appreciation through debt and equity investments. The
Company directly and indirectly invests primarily in leveraged middle market companies in the form of senior secured loans, stretch-senior loans, financing leases and to a lesser extent, unsecured loans and equity securities. From time to time, we
may also invest in public companies that are thinly traded.
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 the current period presentation.
The preparation of consolidated financial statements in conformity
with GAAP and pursuant to the requirements for reporting on Form 10-K and Regulation S-X, as appropriate, also requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities at the date of the financial
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in thousands, except share amounts)
statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other
parameters used in determining these estimates could cause actual results to differ materially.
In the opinion of management, all
adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included.
The significant accounting policies consistently followed by the Company are:
(a)
Investment transactions are accounted for on the trade date;
(b)
Under procedures established by our board of directors (the Board), we value investments, including
certain senior secured debt, subordinated debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We
attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize
mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we may utilize
independent third-party valuation firms to assist us in determining the fair value of material assets. Accordingly, such investments go through our multi-step valuation process as described below. In each such case, independent valuation firms
consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations. 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 our Board. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the
direction of our Board. Such determination of fair values involves subjective judgments and estimates.
With respect to
investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board has approved a multi-step valuation process each quarter, as described below:
(1)
our quarterly valuation process begins with each portfolio company or investment being initially valued by the
investment professionals of the Investment Adviser responsible for the portfolio investment;
(2)
preliminary valuation conclusions are then documented and discussed with senior management of the Investment
Adviser;
(3)
independent valuation firms engaged by our Board conduct independent appraisals and review the Investment
Advisers preliminary valuations and make their own independent assessment for all material assets;
(4)
the audit committee of the Board reviews the preliminary valuation of the Investment Adviser and that of the
independent valuation firm and responds to the valuation recommendation of the independent valuation firm, if any, to reflect any comments; and
(5)
the Board discusses valuations and determines the fair value of each investment in our portfolio in good faith
based on the input of the Investment Adviser, the respective independent valuation firm, if any, and the audit committee.
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in thousands, except share amounts)
Investments in all asset classes 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 companys 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, our principal market (as the reporting entity) 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 fiscal year ended December 31, 2020, there has been no change to the Companys 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 received 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
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
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 Companys capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP; accordingly at
December 31, 2020, $5,798 was reclassified on our balance sheet between accumulated distributable net loss and paid-in capital in excess of par. Total earnings and net asset value are not affected.
(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 U.S. dollars 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 Companys investments in
foreign securities, if any, may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the
investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments in terms of U.S. dollars and therefore the earnings of the Company.
(j)
The Company has made elections to apply the fair value option of accounting to the unsecured senior notes due
2022 (the 2022 Unsecured Notes) (see notes 6 and 7), in accordance with ASC 825-10.
(k)
In accordance with ASC 835-30, the Company reports origination and
other expenses related to certain debt issuances 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.
(l)
The Company may enter into forward exchange contracts in order to hedge against foreign currency risk. These
contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation.
Realized gains or losses are recognized when contracts are settled.
(m)
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 or expensed, in accordance with ASC 946-20-25.
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
(n)
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 (90 days or more for equipment financing) 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 managements 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 managements judgment.
(o)
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 March 2020, the FASB issued Accounting Standards Update No. 2020-04, Reference Rate
Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other
transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as
of March 12, 2020 through December 31, 2022. The Company is evaluating the potential impact that the adoption of this guidance will have on the Companys financial statements.
Note 3. Agreements
Solar Capital has an
investment advisory and management agreement (the Advisory Agreement) with the Investment Adviser, under which the Investment Adviser will manage the
day-to-day operations of, and provide investment advisory services to, Solar Capital. For providing these services, the Investment Adviser receives a fee from Solar
Capital, consisting of two componentsa base management fee and a performance-based incentive fee. The base management fee is determined by taking the average value of Solar Capitals gross assets at the end of the two most recently
completed calendar quarters calculated at an annual rate of 1.75% on gross assets up to 200% of the Companys total net assets as of the immediately preceding quarter end and 1.00% on gross assets that exceed 200% of the Companys total
net assets as of the immediately preceding quarter end. 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 part is calculated and payable quarterly in arrears based on Solar
Capitals 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 (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from
portfolio companies) accrued during the calendar quarter, minus Solar Capitals operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and
distributions paid on any issued and outstanding preferred stock, but excluding the
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
performance-based incentive fee). 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 Solar Capitals net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7% annualized). Solar Capital pays
the Investment Adviser a performance-based incentive fee with respect to Solar Capitals pre-incentive fee net investment income in each calendar quarter as follows: (1) no performance-based
incentive fee in any calendar quarter in which Solar Capitals pre-incentive fee net investment income does not exceed the hurdle rate; (2) 100% of Solar Capitals
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 rate but is less
than 2.1875% in any calendar quarter; and (3) 20% of the amount of Solar Capitals pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter. These calculations
are appropriately pro-rated for any period of less than three months.
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 Advisory Agreement, as of the termination date), and will equal 20% of Solar Capitals 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 fiscal years ended December 31, 2020, 2019 and 2018.
For the fiscal years ended December 31, 2020, 2019 and 2018, the Company recognized $24,951, $26,774 and $25,789, respectively, in base
management fees and $2,272, $18,111 and $18,722, respectively, in performance-based incentive fees.
Solar Capital has also entered into
an Administration Agreement with Solar Capital Management, LLC (the Administrator) under which the Administrator provides administrative services to Solar Capital. For providing these services, facilities and personnel, Solar Capital
reimburses the Administrator for Solar Capitals 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 Capitals behalf, managerial assistance to those portfolio companies to which Solar Capital is required to provide such assistance. The Company typically reimburses the Administrator on a quarterly basis.
For the fiscal years ended December 31, 2020, 2019 and 2018, the Company recognized expenses under the Administration Agreement of
$5,215, $5,265 and $5,247, respectively. No managerial assistance fees were accrued or collected for the fiscal years ended December 31, 2020, 2019 and 2018.
Note 4. Net Asset Value Per Share
At December 31, 2020, the Companys total net assets and net asset value per share were $852,023 and $20.16, respectively. This
compares to total net assets and net asset value per share at December 31, 2019 of $905,880 and $21.44, respectively.
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
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 years ended December 31, 2020, 2019 and 2018:
Year ended
December 31, 2020
Year ended
December 31, 2019
Year ended
December 31, 2018
Earnings per share (basic & diluted)
Numerator - net increase in net assets resulting from operations:
$
15,451
$
56,016
$
66,874
Denominator - weighted average shares:
42,260,826
42,260,826
42,260,826
Earnings per share:
$
0.37
$
1.33
$
1.58
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 valuations used to measure
fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy
are as follows:
Level 1. Financial assets and liabilities whose values are based on unadjusted quoted
prices for identical assets or liabilities in an active market that the Company has the ability to access.
Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not
active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
a)
Quoted prices for similar assets or liabilities in active markets;
b)
Quoted prices for identical or similar assets or liabilities in
non-active markets;
c)
Pricing models whose inputs are observable for substantially the full term of the asset or liability; and
d)
Pricing models whose inputs are derived principally from or corroborated by observable market data through
correlation or other means for substantially the full term of the asset or liability.
Level 3.
Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect managements and, if
applicable, an independent third-party valuation firms 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).
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
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 involving Level 3 assets and liabilities are reported as transfers in/out of Level 3 as of the end of the quarter in which the
reclassifications occur. Within the fair value hierarchy tables below, cash and cash equivalents are excluded but could be classified as Level 1.
The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, as of December 31, 2019
and 2018:
Fair Value Measurements
As of December 31, 2020
Level 1
Level 2
Level 3
Total
Assets:
Senior Secured Loans
$
$
$
798,052
$
798,052
Equipment Financing
284,846
284,846
Preferred Equity
6,401
6,401
Common Equity/Equity Interests/Warrants
1,681
440,971
442,652
Total Investments
$
1,681
$
$
1,530,270
$
1,531,951
Liabilities:
2022 Unsecured Notes
$
$
$
150,000
$
150,000
Fair Value Measurements
As of December 31, 2019
Level 1
Level 2
Level 3
Total
Assets:
Senior Secured Loans
$
$
$
852,834
$
852,834
Equipment Financing
320,630
320,630
Preferred Equity
10,891
10,891
Common Equity/Equity Interests/Warrants
957
309,512
310,469
Total Investments
$
957
$
$
1,493,867
$
1,494,824
Liabilities:
2022 Unsecured Notes
$
$
$
150,000
$
150,000
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
The following table provides a
summary of the changes in fair value of Level 3 assets for the year ended December 31, 2020, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets still held at
December 31, 2020:
Fair Value Measurements Using Level 3 Inputs
Senior Secured
Loans
Equipment
Financing
Preferred Equity
Common Equity/
Equity
Interests/
Warrants
Total
Fair value, December 31, 2019
$
852,834
$
320,630
$
10,891
$
309,512
$
1,493,867
Total gains or losses included in earnings:
Net realized loss
(24,570
)
(123
)
(269
)
(24,962
)
Net change in unrealized gain (loss)
10,426
(20,043
)
(3,334
)
(4,898
)
(17,849
)
Purchase of investment securities
264,939
37,977
320
136,626
439,862
Proceeds from dispositions of investment securities.
(305,577
)
(53,595
)
(1,476
)
(360,648
)
Transfers in/out of Level 3
Fair value, December 31, 2020
$
798,052
$
284,846
$
6,401
$
440,971
$
1,530,270
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 loss
$
(5,084
)
$
(20,043
)
$
(3,334
)
$
(4,898
)
$
(33,359
)
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, 2020:
2022 Unsecured Notes
For the year ended
December 31, 2020
Beginning fair value
$
150,000
Net realized (gain) loss
Net change in unrealized (gain) loss
Borrowings
Repayments
Transfers in/out of Level 3
Ending fair value
$
150,000
The Company made elections to apply the fair value option of accounting to the 2022 Unsecured Notes, in
accordance with ASC 825-10. On December 31, 2020, there were borrowings of $150,000 on the 2022 Unsecured Notes.
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
The following table provides a summary of the
changes in fair value of Level 3 assets and liabilities for the year ended December 31, 2019, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities
still held at December 31, 2019:
Fair Value Measurements Using Level 3 Inputs
Senior Secured
Loans
Equipment
Financing
Preferred Equity
Common Equity/
Equity
Interests/
Warrants
Total
Fair value, December 31, 2018
$
818,861
$
314,226
$
15,527
$
306,926
$
1,455,540
Total gains or losses included in earnings:
Net realized gain (loss)
391
162
(108
)
445
Net change in unrealized gain (loss)
(14,296
)
(576
)
(3,242
)
3,028
(15,086
)
Purchase of investment securities
322,882
90,330
426
413,638
Proceeds from dispositions of investment securities.
(275,004
)
(83,512
)
(1,394
)
(760
)
(360,670
)
Transfers in/out of Level 3
Fair value, December 31, 2019
$
852,834
$
320,630
$
10,891
$
309,512
$
1,493,867
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)
$
(14,064
)
$
(576
)
$
(3,242
)
$
2,519
$
(15,363
)
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, 2019:
Credit Facility, 2022 Unsecured Notes and SSLP Facility
For the year ended
December 31, 2019
Beginning fair value
$
350,185
Net realized (gain) loss
Net change in unrealized (gain) loss
Borrowings
529,600
Repayments
(626,600
)
Transfers into Level 3
Transfers out of Level 3
(103,185
)
Ending fair value
$
150,000
The Company made elections to apply the fair value option of accounting to the 2022 Unsecured Notes, in
accordance with ASC 825-10. On December 31, 2019, there were borrowings of $150,000 on the 2022 Unsecured Notes.
127
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
The Company did not elect to
apply the fair value option of accounting to the SSLP Facility, which was refinanced by way of amendment on May 31, 2019. As this refinancing was deemed to be a significant modification of debt, per ASC 825-10-25, a new election was triggered. As such the SSLP 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 Companys 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 Companys Level 3 asset and liability fair value measurements as of December 31, 2020 is
summarized in the table below:
Asset or
Liability
Fair Value at
December 31, 2020
Principal Valuation
Technique/
Methodology
Unobservable
Input
Range (Weighted
Average)
Senior Secured Loans
Asset
$
798,052
Income Approach
Market Yield
5.8% 16.4% (8.9%)
Equipment Financing
Asset
$
155,744
Income Approach
Market Yield
6.6% 20.3% (10.3%)
$
129,102
Market Approach
Return on
Equity
10.9% 10.9% (10.9%)
Preferred Equity
Asset
$
6,401
Income Approach
Market Yield
3.3% 8.0% (5.0%)
Common Equity/Equity Interests/Warrants
Asset
$
144,205
Market Multiple (1)
Comparable
Multiple
5.8x 6.3x (6.3x)
$
296,766
Market Approach
Return on
Equity
(10.3%) 13.7% (0.5%)
2022 Unsecured Notes
Liability
$
150,000
Income Approach
Market Yield
1.5% 4.6% (4.5%)
(1)
Includes $675 of investments valued using a weighted valuation approach, $492 of investments valued using a
Black-Scholes model, $6,442 of investments valued using an EBITDA multiple and $136,596 of investments which, due to the proximity of the transaction relative to the measurement date, were valued using the cost of the investments.
128
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
Quantitative information about
the Companys Level 3 asset and liability fair value measurements as of December 31, 2019 is summarized in the table below:
Asset or
Liability
Fair Value at
December 31, 2019
Principal Valuation
Technique/
Methodology
Unobservable Input
Range (Weighted
Average)
Senior Secured Loans
Asset
$
845,334
Income Approach
Market Yield
6.2% 11.9% (9.3%)
$
7,500
Market Approach
EBITDA Multiple
7.8x - 8.0x (7.9x)
Equipment Financing
Asset
$
175,630
Income Approach
Market Yield
7.2% 19.7% (10.0%)
$
145,000
Market Approach
Return on Equity
7.8% 7.8% (7.8%)
Preferred Equity
Asset
$
10,891
Income Approach
Market Yield
8.0% 12.9% (10.7%)
Common Equity/Equity Interests/Warrants
Asset
$
296,000
Market Approach
EBITDA Multiple
5.8x 6.3x (6.0x)
$
13,512
Market Approach
Return on Equity
3.9% 17.0% (17.0%)
2022 Unsecured Notes
Liability
$
150,000
Income Approach
Market Yield
3.8% 6.0% (4.5%)
Significant increases or decreases in any of the above unobservable inputs in isolation, including
unobservable inputs used in deriving bid-ask spreads, if applicable, could result in significantly lower or higher fair value measurements 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 Companys investments.
Note 7. Debt
Our debt obligations consisted of the following as of December 31, 2020 and December 31, 2019:
December 31, 2020
December 31, 2019
Facility
Face Amount
Carrying Value
Face Amount
Carrying Value
Credit Facility
$
201,000
$
198,766
(1)
$
117,900
$
115,217
(1)
NEFPASS Facility
30,000
29,377
(2)
30,000
29,149
(2)
2022 Unsecured Notes
150,000
150,000
150,000
150,000
2022 Tranche C Notes
21,000
20,930
(3)
21,000
20,905
(3)
2023 Unsecured Notes
75,000
74,225
(4)
75,000
73,876
(4)
2024 Unsecured Notes
125,000
123,877
(5)
125,000
123,732
(5)
2026 Unsecured Notes
75,000
74,276
(6)
75,000
74,238
(6)
$
677,000
$
671,451
$
593,900
$
587,117
(1)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $2,234 and $2,683 as of
December 31, 2020 and December 31, 2019, respectively.
(2)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $623 and $851 as of
December 31, 2020 and December 31, 2019, respectively.
(3)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $70 and $95 as of
December 31, 2020 and December 31, 2019, respectively.
(4)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $775 and $1,124 as of
December 31, 2020 and December 31, 2019, respectively.
(5)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $1,123 and $1,268 as of
December 31, 2020 and December 31, 2019, respectively.
(6)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $724 and $762 as of
December 31, 2020 and December 31, 2019, respectively.
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
Unsecured Notes
On December 18, 2019, the Company closed a private offering of $125,000 of the 2024 Unsecured Notes with a fixed interest rate of 4.20%
and a maturity date of December 15, 2024. Interest on the 2024 Unsecured Notes is due semi-annually on June 15 and December 15. The 2024 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
On December 18, 2019, the Company closed a private offering of $75,000 of the 2026 Unsecured Notes with a fixed interest rate of 4.375%
and a maturity date of December 15, 2026. Interest on the 2026 Unsecured Notes is due semi-annually on June 15 and December 15. The 2026 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
On December 28, 2017, the Company closed a private offering of $21,000 of the 2022 Tranche C Notes with a fixed interest rate of 4.50%
and a maturity date of December 28, 2022. Interest on the 2022 Tranche C Notes is due semi-annually on June 28 and December 28. The 2022 Tranche C Notes were issued in a private placement only to qualified institutional buyers.
On November 22, 2017, we issued $75,000 in aggregate principal amount of publicly registered 2023 Unsecured Notes for net proceeds of
$73,846. Interest on the 2023 Unsecured Notes is paid semi-annually on January 20 and July 20, at a fixed rate of 4.50% per year, commencing on January 20, 2018. The 2023 Unsecured Notes mature on January 20, 2023.
On February 15, 2017, the Company closed a private offering of $100,000 of the 2022 Unsecured Notes with a fixed interest rate of 4.60%
and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
On November 8, 2016, the Company closed a private offering of $50,000 of the 2022 Unsecured Notes with a fixed interest rate of 4.40% and
a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
Revolving and Term Loan Facilities
On August 28, 2019, the Company repaid its existing senior secured credit agreement due September 2021 and entered into the new senior
secured credit agreement (the Credit Facility). The Credit Facility was originally composed of $470,000 of revolving credit and $75,000 of term loans. On February 12, 2020, a new lender to the Company executed a commitment increase
to our Credit Facility providing for an additional $75,000 of revolving credit, bringing our Credit Facilitys total revolving credit capacity to $545,000. Borrowings generally bear interest at a rate per annum equal to the base rate plus a
range of 2.00-2.25% or the alternate base rate plus 1.00%-1.25%. The Credit Facility has no LIBOR floor requirement. The Credit Facility matures in August 2024 and
includes ratable amortization in the final year. The Credit Facility may be increased up to $800,000 with additional new lenders or an increase in commitments from current lenders. The Credit Facility contains certain customary affirmative and
negative covenants and events of default. In addition, the Credit Facility contains certain financial covenants that among other things, requires the Company to maintain a minimum shareholders equity and a minimum asset coverage ratio. At
December 31, 2020, outstanding USD equivalent borrowings under the Credit Facility totaled $201,000, composed of $126,000 of revolving credit and $75,000 of term loans.
130
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
On September 26, 2018,
NEFPASS SPV LLC, a newly formed wholly-owned subsidiary of NEFPASS LLC, as borrower entered into a $50,000 senior secured revolving credit facility (the NEFPASS Facility) with Keybank acting as administrative agent. The Company acts as
servicer under the NEFPASS Facility. The NEFPASS Facility is scheduled to mature on September 26, 2023. The NEFPASS Facility generally bears interest at a rate of LIBOR plus 2.15%. NEFPASS and NEFPASS SPV 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 NEFPASS Facility also includes
usual and customary events of default for credit facilities of this nature. There were $30,000 of borrowings outstanding as of December 31, 2020.
Certain covenants on our issued debt may restrict our business activities, including limitations that could hinder our ability to finance
additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code.
The Company has made an election to apply the fair value option of accounting to the 2022 Unsecured Notes, in accordance with ASC 825-10. We believe accounting for this facility at fair value better aligns the measurement methodologies of assets and liabilities, which may mitigate certain earnings volatility. ASC
825-10 requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statement of Assets and Liabilities and changes in fair value of the above facility are
reported in the Consolidated Statement of Operations.
The average annualized interest cost for all borrowings for the year ended
December 31, 2020 and the year ended December 31, 2019 was 4.11% and 4.52%, respectively. These costs are exclusive of other credit facility expenses such as unused fees, agency fees and other prepaid expenses related to establishing
and/or amending the Credit Facility, the 2022 Unsecured Notes, the 2022 Tranche C Notes, the NEFPASS Facility, the 2023 Unsecured Notes, the 2024 Unsecured Notes, and the 2026 Unsecured Notes (collectively the Credit Facilities), if any.
The maximum amounts borrowed on the Credit Facilities during the year ended December 31, 2020 and the year ended December 31, 2019 were $677,000 and $616,186, respectively.
Note 8(a). Income Tax Information and Distributions to Stockholders
The tax character of distributions for the fiscal years ended December 31, 2020, 2019 and 2018 were as follows (1):
2020
2019
2018
Ordinary income
$
48,795
70.4
%
$
65,715
94.8
%
$
69,308
100.0
%
Capital gains
0.0
%
0.0
%
0.0
%
Return of capital
20,513
29.6
%
3,592
5.2
%
0.0
%
Total distributions
$
69,308
100.0
%
$
69,307
100.0
%
$
69,308
100.0
%
131
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
As of December 31, 2020,
2019 and 2018 the total accumulated earnings (loss) on a tax basis were as follows (1):
2020
2019
2018
Undistributed ordinary income
$
$
$
13,259
Undistributed long-term net capital gains
Total undistributed net earnings
13,259
Post-October capital losses
Capital loss carryforward
(69,384
)
(45,400
)
(37,319
)
Other book/tax temporary differences
2,168
2,004
(1,098
)
Net unrealized appreciation
4,446
8,172
853
Total tax accumulated loss
$
(62,770
)
$
(35,224
)
$
(24,305
)
(1)
Tax information for the fiscal years ended December 31, 2020, 2019 and 2018 are/were estimates and are not
final until the Company files its tax returns, typically in September or October each year.
The Company recognizes in
its consolidated financial statements the tax effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. To the best of our knowledge, we did not have any uncertain
tax positions that met the recognition or measurement criteria of ASC 740-10-25 nor did we have any unrecognized tax benefits as of the periods presented herein.
Although we file federal and state tax returns, our major tax jurisdiction is federal. Our tax returns for each of our federal tax years since 2017 remain subject to examination by the Internal Revenue Service and the state department of revenue.
The capital loss carryforwards shown above do not expire.
Note 8(b). Other Tax Information (unaudited)
For the fiscal years ended December 31, 2020, 2019 and 2018, 0.1%, 0.0% and 0.0%, respectively, of the dividends paid during the year were
eligible for qualified dividend income treatment and the dividends received deduction for corporate stockholders. For the fiscal years ended December 31, 2020, 2019, and 2018, 92.05%, 83.81% and 89.69%, respectively, of each of the
distributions paid during the year represent interest-related dividends. For the fiscal years ended December 31, 2020, 2019 and 2018, none of the distributions represent short-term capital gains dividends.
132
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
Note 9. Financial Highlights
The following is a schedule of financial highlights for the respective years:
Year ended
December 31,
2020
Year ended
December 31,
2019
Year ended
December 31,
2018
Year ended
December 31,
2017
Year ended
December 31,
2016
Per Share Data: (a)
Net asset value, beginning of year
$
21.44
$
21.75
$
21.81
$
21.74
$
20.79
Net investment income
1.40
1.71
1.77
1.62
1.68
Net realized and unrealized gain (loss)
(1.04
)
(0.38
)
(0.19
)
0.05
0.84
Net increase in net assets resulting from operations
0.36
1.33
1.58
1.67
2.52
Distributions to stockholders (see note 8a):
From net investment income
(1.15
)
(1.55
)
(1.64
)
(1.60
)
(1.60
)
From return of capital
(0.49
)
(0.09
)
Anti-dilution
0.03
Net asset value, end of year
$
20.16
$
21.44
$
21.75
$
21.81
$
21.74
Per share market value, end of year
$
17.51
$
20.62
$
19.19
$
20.21
$
20.82
Total Return(b)
(5.72
%)
16.22
%
2.77
%
4.47
%
37.49
%
Net assets, end of year
$
852,023
$
905,880
$
919,171
$
921,605
$
918,507
Shares outstanding, end of year
42,260,826
42,260,826
42,260,826
42,260,826
42,248,525
Ratios to average net assets:
Net investment income
6.93
%
7.83
%
8.10
%
7.43
%
7.91
%
Operating expenses
4.14
%
5.76
%
5.83
%
5.80
%
6.25
%
Interest and other credit facility expenses
3.18
%
3.13
%
2.67
%
2.35
%*
2.73
%*
Total expenses
7.32
%
8.89
%
8.50
%
8.15
%
8.98
%
Average debt outstanding
$
556,104
$
561,249
$
508,445
$
414,264
$
495,795
Portfolio turnover ratio
26.0
%
24.1
%
39.3
%
24.9
%
31.0
%
(a)
Calculated using the average shares outstanding method.
(b)
Total return is based on the change in market price per share during the year and takes into account
distributions, if any, reinvested in accordance with the dividend reinvestment plan. Total return does not include a sales load.
*
Ratios are shown without the non-recurring upfront costs that were
expensed in the period associated with the amendment and establishment of the Credit Facility and 2022 Unsecured Notes. Ratios excluding those non-recurring upfront costs would be 2.29% and 2.39% for the
fiscal year ended December 31, 2017 and December 31, 2016, respectively.
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
Note 10. Crystal Financial LLC
On December 28, 2012, we completed the acquisition of Crystal Capital Financial Holdings LLC (Crystal Financial), a commercial
finance company focused on providing asset-based and other secured financing solutions (the Crystal Acquisition). We invested $275,000 in cash to effect the Crystal Acquisition. Crystal Financial owned approximately 98% of the
outstanding ownership interest in Crystal Financial LLC. The remaining financial interest was held by various employees of Crystal Financial LLC, through their investment in Crystal Management LP. Crystal Financial LLC had a diversified portfolio of
23 loans having a total par value of approximately $400,000 at November 30, 2012 and a $275,000 committed revolving credit facility. On July 28, 2016, the Company purchased Crystal Management LPs approximately 2% equity interest in
Crystal Financial LLC for approximately $5,737. Upon the closing of this transaction, the Company holds 100% of the equity interest in Crystal Financial LLC. On September 30, 2016, Crystal Capital Financial Holdings LLC was dissolved. On
December 20, 2018, the revolving credit facility was expanded to $330,000.
As of December 31, 2020 Crystal Financial LLC had 30
funded commitments to 24 different issuers with a total par value of approximately $404,115 on total assets of $433,914. As of December 31, 2019 Crystal Financial LLC had 35 funded commitments to 28 different issuers with total funded loans of
approximately $496,833 on total assets of $518,024. As of December 31, 2020 and December 31, 2019, the largest loan outstanding totaled $45,000 and $45,000, respectively. For the same periods, the average exposure per issuer was $16,838
and $17,744, respectively. Crystal Financial LLCs credit facility, which is non-recourse to Solar Capital, had approximately $183,896 and $275,954 of borrowings outstanding at December 31, 2020
and December 31, 2019, respectively. For the years ended December 31, 2020, 2019 and 2018 Crystal Financial LLC had net income of $23,293, $8,021 and $33,026, respectively, on gross income of $45,315, $61,177 and $58,758,
respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. Crystal Financial LLCs consolidated financial
statements for the fiscal years ended December 31, 2020 and December 31, 2019 are attached as an exhibit to this annual report on Form 10-K.
Note 11. Selected Quarterly Financial Data (unaudited)
Quarter Ended
Investment
Income
Net Investment
Income
Net Realized And
Unrealized Gain
(Loss) on Assets
Net Increase (Decrease) In
Net Assets From
Operations
Total
Per
Share
Total
Per
Share
Total
Per
Share
Total
Per
Share
December 31, 2020
$
31,366
0.74
$
14,894
0.35
$
3,363
0.08
$
18,257
0.43
September 30, 2020
28,851
0.68
14,267
0.34
4,350
0.10
18,617
0.44
June 30, 2020
28,625
0.68
14,201
0.34
39,845
0.94
54,046
1.28
March 31, 2020
32,904
0.78
15,853
0.38
(91,322
)
(2.16
)
(75,469
)
(1.79
)
December 31, 2019
$
37,059
0.88
$
17,123
0.41
$
(19,287
)
(0.46
)
$
(2,164
)
(0.05
)
September 30, 2019
39,711
0.94
18,426
0.44
(4,709
)
(0.11
)
13,717
0.32
June 30, 2019
38,682
0.92
18,432
0.44
1,199
0.03
19,631
0.46
March 31, 2019
39,259
0.93
18,464
0.44
6,368
0.15
24,832
0.59
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
Note 12. Commitments and Contingencies
The Company had unfunded debt and equity commitments to various revolving and delayed draw loans as well as to Crystal Financial LLC.
The total amount of these unfunded commitments as of December 31, 2020 and December 31, 2019 is $126,180 and $124,529, respectively, comprised of the following:
December 31,
2020
December 31,
2019
Crystal Financial LLC*
$
44,263
$
44,263
Smile Doctors LLC
26,740
Soleo Health Holdings, Inc.
7,421
Cardiva Medical, Inc.
7,333
11,000
Kindred Biosciences, Inc.
6,897
13,795
Neuronetics, Inc.
6,691
One Touch Direct, LLC
5,042
PQ Bypass, Inc.
5,000
5,000
NEF Holdings, Inc.
4,150
Centrexion Therapeutics, Inc.
3,785
7,569
Atria Wealth Solutions, Inc.
3,529
387
Sentry Data Systems, Inc.
1,577
Pinnacle Treatment Centers, Inc.
1,386
Delphinus Medical Technologies, Inc.
1,250
Basic Fun, Inc.
1,116
Rubius Therapeutics, Inc.
13,430
Cerapedics, Inc.
5,372
Phynet Dermatology LLC
4,668
Altern Marketing, LLC
4,227
Varilease Finance, Inc.
3,438
MRI Software LLC
3,331
Enhanced Capital Group, LLC
2,523
Solara Medical Supplies, Inc.
1,934
RS Energy Group U.S., Inc.
1,685
Alimera Sciences, Inc.
1,115
iCIMS, Inc.
792
Total Commitments
$
126,180
$
124,529
*
The Company controls the funding of the Crystal Financial LLC 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 companys 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
December 31, 2020 and December 31, 2019, the Company had sufficient cash available and/or liquid securities available to fund its commitments.
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
Note 13. NEF Holdings, LLC
On July 31, 2017, we completed the acquisition of NEF Holdings, LLC (NEF), which conducts its business through its
wholly-owned subsidiary Nations Equipment Finance, LLC. NEF is an independent equipment finance company that provides senior secured loans and leases primarily to U.S. based companies. We invested $209,866 in cash to effect the transaction, of which
$145,000 was invested in the equity of NEF through our wholly-owned consolidated taxable subsidiary NEFCORP LLC and our wholly-owned consolidated subsidiary NEFPASS LLC and $64,866 was used to purchase certain leases and loans held by NEF through
NEFPASS LLC. Concurrent with the transaction, NEF refinanced its existing senior secured credit facility into a $150,000 non-recourse facility with an accordion feature to expand up to $250,000. In September
2019, NEF amended the facility, increasing commitments to $213,957 with an accordion feature to expand up to $313,957 and extended the maturity date of the facility to July 31, 2023. At July 31, 2017, NEF also had two securitizations
outstanding, with an issued note balance of $94,587, which were later redeemed in 2018.
As of December 31, 2020, NEF had 138 funded
equipment-backed leases and loans to 61 different customers with a total net investment in leases and loans of approximately $188,448 on total assets of $263,443. As of December 31, 2019, NEF had 168 funded equipment-backed leases and loans to
78 different customers with a total net investment in leases and loans of approximately $244,996 on total assets of $304,203. As of December 31, 2020 and December 31, 2019, the largest position outstanding totaled $25,103 and $26,948,
respectively. For the same periods, the average exposure per customer was $3,089 and $3,141, respectively. NEFs credit facility, which is non-recourse to Solar Capital, had approximately $100,569
and $128,150 of borrowings outstanding at December 31, 2020 and December 31, 2019, respectively. For the years ended December 31, 2020, 2019 and 2018, NEF had net income (loss) of ($8,883), ($6,023) and $3,426, respectively on gross
income of $24,512, $31,928 and $30,044, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. NEFs consolidated
financial statements for the fiscal years ended December 31, 2020 and December 31, 2019 are attached as an exhibit to this annual report on Form 10-K.
Note 14. Capital Share Transactions
As
of December 31, 2020 and December 31, 2019, 200,000,000 shares of $0.01 par value capital stock were authorized.
Transactions
in capital stock were as follows:
Shares
Amount
Year ended
December 31, 2020
Year ended
December 31, 2019
Year ended
December 31, 2020
Year ended
December 31, 2019
Shares issued in reinvestment of distributions
$
$
Net increase (decrease)
$
$
136
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SOLAR CAPITAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(in
thousands, except share amounts)
Note 15. Kingsbridge Holdings, LLC
On November 3, 2020, the Company acquired 87.5% of Kingsbridge Holdings, LLC (KBH) through KBH Topco LLC (KBHT), a
newly formed Delaware corporation. KBH is a residual focused independent mid-ticket lessor of equipment primarily to U.S. investment grade companies. The Company invested $216,596 to effect the
transaction, of which $136,596 was invested to acquire 87.5% of KBHTs equity and $80,000 in KBHs debt. The existing management team of KBH committed to continue to lead KBH after the transaction. Post the transaction, the
Company owns 87.5% of KBHT equity and the KBH management team owns the remaining 12.5% of KBHTs equity.
As of December 31,
2020, KBHT had total assets of $744,684. KBHT also had recourse debt outstanding of $219,044 as well as non-recourse debt outstanding of $335,899. For the period November 3, 2020 through
December 31, 2020, KBHT had net income of $2,170, on gross income of $43,618. 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 KBHTs funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that KBHT will be able to maintain consistent dividend payments to us.
KBHTs consolidated financial statements for the period November 3, 2020 through December 31, 2020 are attached as an exhibit to this annual report on Form 10-K.
Note 16. Subsequent Events
The Company
has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued.
On February 24, 2021, our Board declared a quarterly distribution of $0.41 per share payable on April 2, 2021 to holders of record
as of March 18, 2021.
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Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.