Item 8. Financial Statements and Supplementary Data
Item 8.
Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Management’s Report on Internal Control Over Financial Reporting
85
Report of Independent Registered Public Accounting Firm
86
Consolidated Statements of Assets and Liabilities as of December 31, 2022 and 2021
88
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020
89
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020
90
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
91
Consolidated Schedules of Investments as of December 31, 2022 and December 31, 2021
92
Notes to Consolidated Financial Statements
102
84
Table of Contents
MANAGEMENT’S 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, 2022. 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 Company’s 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 Company’s assets that could have a material effect on the consolidated financial statements.
Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 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 Company’s internal control over financial reporting was effective as of December 31, 2022 based upon criteria in Internal Control – Integrated Framework (2013)
issued by COSO.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.
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Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
SLR Investment Corp.:
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 SLR Investment Corp. (and subsidiaries) (the Company) as of December 31, 2022 and 2021, 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, 2022, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, 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, 2022, 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 Company’s 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 management’s report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s 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, 2022 and 2021, 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.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s 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 company’s 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 company’s assets that could have a material effect on the financial statements.
86
Table of Contents
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 acquired investments
As described in Notes 2 and 6 to the consolidated financial statements, the Company measures its investments at fair value. Further, as described in Note 17, the Company completed an asset acquisition of SLR Senior Investment Corp.’s investments at fair value on April 1, 2022, which required the investments acquired to be measured at fair value as of that date. Investments are valued using a market approach, an income approach, or both approaches, as applicable. In determining the fair value of investments whose market quotations are not readily available, the Company makes subjective judgments and estimates using unobservable inputs.
We identified the assessment of the fair value of investments with no readily determinable market value acquired from SLR Senior Investment Corp. as of April 1, 2022 (acquired investments), and the fair value of investments with no readily determinable market value as of December 31, 2022, as a critical audit matter. A high degree of auditor judgment was required to assess the Company’s fair value assumptions. Specifically, subjective auditor judgment was required to assess the (1) credit risk associated with the borrower and its ability to make interest and principal payments for debt investments and (2) selection of comparable companies and the financial performance multiples of such comparable companies used in the market approach for equity investments. Additionally, the involvement of valuation professionals with specialized skills and knowledge was required to assist in evaluating the Company’s 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 Company’s process to measure the fair value of investments, including controls related to the development of the above assumptions. For recently purchased investments we evaluated changes in the borrowers’ assessed credit risk and market yields of similar instruments from the purchase date (prior to April 1, 2022 for the acquired investments and prior to December 31, 2022 for investments not acquired from SLR Senior Investment Corp.) to the fair value measurement date of April 1, 2022 and December 31, 2022, respectively. We evaluated the Company’s ability to estimate fair value by comparing dispositions to the Company’s most recent fair value estimate prior to the disposition. We also involved valuation professionals with specialized skills and knowledge, who for a selection of acquired investments and investments as of April 1, 2022 and December 31, 2022, respectively, developed estimates of fair value by assessing available market information using market yields of comparable companies of similar credit risk for debt investments fair valued using an income approach, and financial performance multiples of comparable companies for equity investments fair valued using a market approach, and compared the results to the Company’s fair value estimates.
/s/ KPMG LLP
We have served as the Company’s auditor since 2007.
New York, New York
February 28, 2023
8 7
Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share amounts)
December 31,
2022
December 31,
2021
Assets
Investments at fair value:
Companies less than 5% owned (cost: $ 1,312,701 and $ 985,088 , respectively)
$
1,289,082
$
964,379
Companies more than 25% owned (cost: $ 821,886 and $ 711,865 , respectively)
797,594
706,203
Cash
10,743
2,935
Cash equivalents (cost: $ 417,590 and $ 320,000 , respectively)
417,590
320,000
Dividends receivable
11,192
9,028
Interest receivable
9,706
6,521
Receivable for investments sold
1,124
1,378
Prepaid expenses and other assets
664
567
Total assets
$
2,537,695
$
2,011,011
Liabilities
Debt ($ 1,093,200 and $ 818,500 face amounts, respectively, reported net of unamortized debt issuance costs of $ 7,202 and $ 6,462 , respectively. See notes 6 and 7)
$
1,085,998
$
812,038
Payable for investments and cash equivalents purchased
417,611
320,041
Distributions payable
7,481
17,327
Management fee payable (see note 3)
7,964
7,435
Performance-based incentive fee payable (see note 3)
5,422
1,864
Interest payable (see note 7)
7,943
4,492
Administrative services payable (see note 3)
1,488
2,689
Other liabilities and accrued expenses
4,057
2,844
Total liabilities
$
1,537,964
$
1,168,730
Commitments and contingencies (see note 11)
Net Assets
Common stock, par value $ 0.01 per share, 200,000,000 and 200,000,000 common shares authorized, respectively, and 54,555,380 and 42,260,826 shares issued and outstanding, respectively
$
546
$
423
Paid-in
capital in excess of par (see note 2f)
1,162,569
936,999
Accumulated distributable net loss (see note 2f)
( 163,384
)
( 95,141
)
Total net assets
$
999,731
$
842,281
Net Asset Value Per Share
$
18.33
$
19.93
See notes to consolidated financial statements.
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Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share amounts)
Year ended December 31,
2022
2021
2020
INVESTMENT INCOME:
Interest:
Companies less than 5% owned
$
121,491
$
86,122
$
84,143
Companies more than 25% owned
9,515
11,354
8,861
Dividends:
Companies less than 5% owned
—
133
50
Companies more than 25% owned
44,383
37,564
26,794
Other income:
Companies less than 5% owned
2,116
4,157
1,885
Companies more than 25% owned
—
24
12
Total investment income
177,505
139,354
121,745
EXPENSES:
Management fees (see note 3)
29,982
28,277
24,951
Performance-based incentive fees (see note 3)
15,097
10,309
2,272
Interest and other credit facility expenses (see note 7)
46,087
29,876
27,156
Administrative services expense (see note 3)
5,401
5,575
5,215
Other general and administrative expenses
6,099
4,390
2,936
Total expenses
102,666
78,427
62,530
Performance-based incentive fees waived (see note 3)
( 1,527
)
—
—
Net expenses
101,139
78,427
62,530
Net investment income
$
76,366
$
60,927
$
59,215
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND CASH EQUIVALENTS:
Net realized gain (loss) on investments and cash equivalents (companies less than 5% owned)
$
( 36,485
)
$
26
$
( 26,638
)
Net change in unrealized gain (loss) on investments and cash equivalents:
Companies less than 5% owned
( 2,909
)
( 10,500
)
8,970
Companies more than 25% owned
( 18,630
)
9,113
( 26,096
)
Net change in unrealized loss on investments and cash equivalents
( 21,539
)
( 1,387
)
( 17,126
)
Net realized and unrealized loss on investments and cash equivalents
( 58,024
)
( 1,361
)
( 43,764
)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$
18,342
$
59,566
$
15,451
EARNINGS PER SHARE (see note 5)
$
0.35
$
1.41
$
0.37
See notes to consolidated financial statements.
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SLR INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands, except share amounts)
Year ended December 31,
2022
2021
2020
Increase (decrease) in net assets resulting from operations:
Net investment income
$
76,366
$
60,927
$
59,215
Net realized gain (loss)
( 36,485
)
26
( 26,638
)
Net change in unrealized loss
( 21,539
)
( 1,387
)
( 17,126
)
Net increase in net assets resulting from operations
18,342
59,566
15,451
Distributions to stockholders (see note 8a):
From distributable earnings
( 57,594
)
( 41,221
)
( 48,795
)
From return of capital
( 27,099
)
( 28,087
)
( 20,513
)
Net distributions to stockholders
( 84,693
)
( 69,308
)
( 69,308
)
Capital transactions (see note 13):
Issuance of common stock
226,839
—
—
Repurchases of common stock
( 3,038
)
—
—
Net increase in net assets resulting from capital transactions
223,801
—
—
Total increase (decrease) in net assets
157,450
( 9,742
)
( 53,857
)
Net assets at beginning of year
842,281
852,023
905,880
Net assets at end of year
$
999,731
$
842,281
$
852,023
Capital share activity (see note 13):
Issuance of common stock
12,511,825
—
—
Repurchases of common stock
( 217,271
)
—
—
Net increase from capital share activity
12,294,554
—
—
See notes to consolidated financial statements.
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SLR INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year ended December 31,
2022
2021
2020
Cash Flows from Operating Activities:
Net increase in net assets resulting from operations
$
18,342
$
59,566
$
15,451
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
36,485
( 26
)
26,638
Net change in unrealized loss on investments
21,539
1,387
17,126
(Increase) decrease in operating assets:
Purchase of investments
( 609,645
)
( 596,256
)
( 426,897
)
Proceeds from disposition of investments
531,389
468,532
357,632
Net accretion of discount on investments
( 9,850
)
( 6,087
)
( 7,581
)
Capitalization of payment-in-kind
income
( 4,282
)
( 7,592
)
( 5,384
)
Collections of payment-in-kind
income
1,286
1,411
1,339
Receivable for investments sold
254
( 1,123
)
1,952
Interest receivable
( 3,185
)
( 43
)
( 1,077
)
Dividends receivable
( 2,164
)
( 1,101
)
2,561
Prepaid expenses and other assets
( 97
)
4
44
Cash and other net
assets acquired in merger
3,640
—
—
Increase (decrease) in operating liabilities:
Payable for investments and cash equivalents purchased
97,570
( 59,997
)
( 39,624
)
Management fee payable
529
900
( 212
)
Performance-based incentive fee payable
3,558
1,072
( 3,489
)
Administrative services expense payable
( 1,201
)
743
( 811
)
Interest payable
3,451
1,076
( 262
)
Other liabilities and accrued expenses
1,213
414
( 10
)
Deferred financing costs/market discount
2,227
2,019
1,234
Net Cash Provided by (Used in) Operating
Activities
91,059
( 135,101
)
( 61,370
)
Cash Flows from Financing Activities:
Cash distributions paid
( 94,539
)
( 69,308
)
( 69,308
)
Proceeds from unsecured borrowings
134,914
49,936
—
Repayment of unsecured borrowings
( 171,000
)
—
—
Proceeds from secured borrowings
844,002
812,132
337,000
Repayments of secured borrowings
( 696,000
)
( 723,500
)
( 253,900
)
Repurchase of common stock
( 3,038
)
—
—
Net Cash Provided by Financing Activities
14,339
69,260
13,792
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
105,398
( 65,841
)
( 47,578
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
322,935
388,776
436,354
CASH AND CASH EQUIVALENTS AT END OF YEAR
$
428,333
$
322,935
$
388,776
Supplemental disclosure of cash flow information:
Cash paid for interest
$
42,636
$
28,800
$
27,418
Issuance of shares in connection with the Mergers(1)
226,839
—
—
(1)
On April 1, 2022, in connection with the Mergers (as defined in Note 1 “Organization”), the Company acquired net assets of $ 244,691 for the total stock consideration of $ 226,839 . For further details, refer to Note 17 “Merger with SUNS”.
See notes to consolidated financial statements.
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SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(in thousands, except share/unit amounts)
Description
Industry
Spread
Above
Index (7)
Floor
Interest
Rate (1)
Acquisition
Date
Maturity
Date
Par Amount
Cost
Fair
Value
Senior Secured Loans — 124.6 %
First Lien Bank Debt/Senior Secured Loans
Aegis Toxicology Sciences Corporation(16)
Health Care Providers & Services
L+550
1.00
%
10.09
%
5/7/2018
5/9/2025
$
17,103
$
16,793
$
17,103
All State Ag Parts, LLC(16)
Trading Companies & Distributors
S+575
1.00
%
10.19
%
4/1/2022
9/1/2026
4,197
4,081
4,197
American Teleconferencing Services, Ltd.**
Communications Equipment
L+650
1.00
%
—
5/5/2016
9/9/2021
36,135
25,926
—
American Teleconferencing Services, Ltd.**
Communications Equipment
L+650
1.00
%
—
9/17/2021
1/31/2023
6,405
6,254
224
AmeriMark Intermediate Holdings, LLC(14)
Internet & Catalog Retail
L+800
1.00
%
14.77
%
7/28/2021
10/15/2026
24,087
23,711
22,882
Apex Services Partners, LLC(16)
Diversified Consumer Services
S+525
1.00
%
9.80
%
8/31/2022
7/31/2025
14,021
13,644
14,021
Atria Wealth Solutions, Inc.(16)
Diversified Financial Services
S+600
1.00
%
10.84
%
9/14/2018
2/29/2024
8,149
8,107
8,149
Basic Fun, Inc.(16)
Specialty Retail
L+550
1.00
%
10.27
%
10/30/2020
10/30/2023
2,162
2,152
2,162
BayMark Health Services, Inc.(16)
Health Care Providers & Services
L+500
1.00
%
9.73
%
4/1/2022
6/11/2027
9,432
9,078
9,432
BDG Media, Inc
Media
L+900
0.25
%
13.17
%
7/18/2022
4/27/2023
14,454
14,454
14,454
CC SAG Holdings Corp. (Spectrum Automotive)(16)
Diversified Consumer Services
L+575
0.75
%
10.48
%
6/29/2021
6/29/2028
20,427
20,057
20,427
Composite Technology Acquisition Corp.(16)
Building Products
L+475
1.00
%
9.73
%
4/1/2022
2/1/2025
10,386
9,983
10,386
Copper River Seafoods, Inc
Food Products
P+275
—
10.25
%
8/31/2022
4/23/2025
8,405
8,405
8,405
DeepIntent, Inc
Media
P+175
—
9.25
%
10/12/2022
3/25/2025
16,951
16,951
16,951
Enhanced Permanent Capital, LLC(3)
Capital Markets
L+700
1.00
%
10.13
%
12/29/2020
12/29/2025
35,205
34,496
35,205
ENS Holdings III Corp. & ES Opco USA LLC (Bluefin)(16)..
Trading Companies & Distributors
S+475
1.00
%
9.43
%
4/1/2022
12/31/2025
4,978
4,804
4,978
Enverus Holdings, Inc. (fka Drilling
Info Holdings)(16)
IT Services
L+450
—
8.88
%
4/1/2022
7/30/2025
11,598
11,129
11,598
Erie Construction Mid-west,
LLC(16)
Building Products
S+475
1.00
%
9.79
%
4/1/2022
7/30/2027
8,915
8,580
8,915
Foundation Consumer Brands, LLC(16)
Personal Products
L+550
1.00
%
10.15
%
2/12/2021
2/12/2027
35,273
34,421
35,273
GSM Acquisition Corp.(16)
Leisure Equipment & Products
S+500
1.00
%
9.03
%
4/1/2022
11/16/2026
11,022
10,562
10,912
Higginbotham Insurance Agency, Inc.(16)
Insurance
L+525
0.75
%
9.63
%
4/1/2022
11/25/2026
6,223
5,994
6,223
High Street Buyer, Inc.(16)
Insurance
L+600
0.75
%
10.73
%
4/1/2022
4/16/2028
5,188
4,900
5,188
Human Interest Inc
Internet Software & Services
S+785
1.00
%
11.97
%
6/30/2022
7/1/2027
20,104
19,783
20,104
iCIMS, Inc.
Software
S+725
0.75
%
11.52
%
(26)
8/18/2022
8/18/2028
32,084
31,548
31,522
Ivy Fertility Services, LLC
Health Care Providers & Services
L+625
1.00
%
10.39
%
12/22/2021
2/25/2026
30,092
29,415
30,393
Kaseya, Inc.(16)
Software
S+575
0.75
%
10.33
%
6/22/2022
6/23/2029
32,426
31,966
32,426
Kid Distro Holdings, LLC (Distro
Kid)(16)
Software
L+575
1.00
%
10.48
%
9/24/2021
10/1/2027
26,452
26,015
26,452
Kingsbridge Holdings, LLC(2)
Multi-Sector Holdings
L+700
1.00
%
10.75
%
12/21/2018
12/21/2024
80,000
79,800
80,000
KORE Wireless Group, Inc.(16)
Wireless Telecommunication Services
S+550
—
10.08
%
12/21/2018
12/21/2024
23,588
23,123
23,588
Logix Holding Company, LLC(16)
Communications Equipment
L+575
1.00
%
10.13
%
9/14/2018
12/22/2024
14,009
13,246
13,449
Luxury Asset Capital, LLC(16)
Thrifts & Mortgage Finance
S+675
1.00
%
10.99
%
7/15/2022
7/15/2027
27,500
26,991
27,500
Maurices, Incorporated(16)
Specialty Retail
S+675
1.00
%
8.74
%
8/27/2021
6/1/2024
7,808
7,678
7,808
Montefiore Nyack Hospital
Health Care Providers & Services
L+495
—
9.72
%
8/9/2022
11/15/2024
3,966
3,966
3,966
NAC Holdings Corporation (Jaguar)(16)
Insurance
S+525
1.00
%
9.45
%
7/30/2021
9/28/2024
28,603
28,214
28,603
National Spine and Pain Centers, LLC
Health Care Providers & Services
L+500
1.00
%
7.31
%
4/1/2022
6/2/2024
2,681
2,564
2,547
One Touch Direct, LLC
Commercial Services & Supplies
P+75
—
8.25
%
4/3/2020
3/30/2024
4,431
4,431
4,431
Orthopedic Care Partners
Management, LLC
Health Care Providers & Services
S+650
1.00
%
10.91
%
8/17/2022
5/16/2024
3,111
3,092
3,111
Pediatric Home Respiratory Services,
LLC
Health Care Providers & Services
S+625
1.00
%
10.67
%
8/19/2022
12/4/2024
1,327
1,309
1,313
Peter C. Foy & Associates Insurance
Services, LLC
Insurance
S+600
0.75
%
10.44
%
4/1/2022
11/1/2028
10,854
10,699
10,854
PhyNet Dermatology LLC
Health Care Providers & Services
S+625
(15)
1.00
%
9.81
%
9/5/2018
8/16/2024
14,458
14,420
14,458
Pinnacle Treatment Centers,
Inc.(16)
Health Care Providers & Services
S+650
1.00
%
10.57
%
1/22/2020
1/2/2026
27,997
27,528
27,367
Plastics Management, LLC(16)
Health Care Providers & Services
S+500
1.00
%
9.89
%
4/1/2022
8/18/2027
9,491
9,161
9,491
PPT Management Holdings, LLC(16)
Health Care Providers & Services
L+850
(11)
1.00
%
12.83
%
9/14/2018
1/30/2023
32,163
31,987
25,827
RQM+ Corp.(16)
Life Sciences Tools & Services
S+575
1.00
%
10.97
%
8/20/2021
8/12/2026
26,823
26,455
26,823
RSC Acquisition, Inc.(16)
Insurance
S+550
0.75
%
9.26
%
4/1/2022
11/1/2026
6,985
6,813
6,985
RxSense Holdings LLC(16)
Diversified Consumer Services
L+500
1.00
%
9.41
%
4/1/2022
3/13/2026
11,775
11,357
11,775
SCP Eye Care, LLC
Health Care Providers & Services
S+575
1.00
%
9.46
%
10/6/2022
10/5/2029
8,314
8,050
8,044
SHO Holding I Corporation (Shoes for
Crews)(16)
Footwear
L+523
1.00
%
9.66
%
4/1/2022
4/27/2024
5,704
5,361
5,419
Southern Orthodontic Partners
Management, LLC(16)
Health Care Providers & Services
S+600
1.00
%
10.77
%
6/3/2022
1/27/2026
1,399
1,387
1,399
SPAR Marketing Force, Inc
Media
P+95
—
8.45
%
7/18/2022
10/10/2024
9,162
9,162
9,162
Stryten Resources LLC
Auto Parts & Equipment
S+800
1.00
%
12.44
%
8/11/2021
10/12/2026
25,922
25,506
25,922
SunMed Group Holdings, LLC(16)
Health Care Equipment & Supplies
L+575
0.75
%
10.48
%
6/16/2021
6/16/2028
24,953
24,446
24,953
TAUC Management, LLC(16)
Health Care Providers & Services
L+525
1.00
%
9.98
%
4/1/2022
2/12/2027
6,899
6,585
6,864
Tilley Distribution, Inc.(16)
Trading Companies & Distributors
S+550
1.00
%
10.14
%
4/1/2022
12/31/2026
9,996
9,527
9,996
Ultimate Baked Goods Midco LLC
(Rise Baking)(16)
Packaged Foods & Meats
L+650
1.00
%
10.88
%
8/12/2021
8/13/2027
24,789
24,038
24,789
Vessco Midco Holdings, LLC(16)
Water Utilities
L+450
1.00
%
7.87
%
4/1/2022
11/2/2026
1,728
1,668
1,728
World Insurance Associates, LLC(16)
Insurance
S+575
1.00
%
9.31
%
4/1/2022
4/1/2026
31,624
30,785
30,359
Total First Lien Bank Debt/Senior Secured Loans
$
912,558
$
886,513
Second Lien Asset-Based Senior
Secured Loans
ACRES Commercial Mortgage, LLC
Diversified Financial Services
S+705
1.00
%
11.38
%
12/24/2021
8/21/2028
29,925
$
29,398
$
29,925
Second Lien Bank Debt/Senior
Secured Loans
RD Holdco, Inc.** (2)
Diversified Consumer Services
S+975
(11)
1.00
%
—
12/23/2013
10/12/2026
13,043
$
11,791
$
6,521
See notes to consolidated financial statements.
92
Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2022
(in thousands, except share/unit amounts)
Description
Industry
Spread
Above
Index (7)
Floor
Interest
Rate (1)
Acquisition
Date
Maturity
Date
Par Amount
Cost
Fair
Value
Senior Secured Loans (continued) —
First Lien Life Science Senior Secured Loans
Alimera Sciences, Inc.(16)
Pharmaceuticals
L+765
1.78
%
11.82 %
12/31/2019
7/1/2024
$
23,159
$
23,894
$
24,433
Apeel Technology, Inc
Biotechnology
S+625
1.00
%
8.75 %
6/29/2022
6/1/2027
3,643
3,620
3,643
Arcutis Biotherapeutics, Inc.(3)
Pharamceuticals
L+745
0.10
%
11.62 %
12/22/2021
1/1/2027
66,849
67,077
67,685
Ardelyx, Inc.(3)
Pharmaceuticals
L+795
0.10
%
12.12 %
2/23/2022
3/1/2027
9,475
9,437
9,499
BridgeBio Pharma, Inc.(3)
Biotechnology
—
—
9.00 % (22)
11/17/2021
11/17/2026
39,839
39,340
39,839
Centrexion Therapeutics, Inc.
Pharmaceuticals
L+725
2.45
%
11.42 %
6/28/2019
1/1/2024
11,844
12,372
12,555
Cerapedics, Inc.
Biotechnology
S+620
2.75
%
10.52 %
12/27/2022
1/1/2028
26,939
26,874
26,872
Glooko, Inc.(16)
Health Care Technology
L+790
0.10
%
12.07 %
9/30/2021
10/1/2026
15,883
15,867
15,922
Meditrina, Inc.
Health Care Equipment & Supplies
S+550
3.45
%
9.82 %
12/20/2022
12/1/2027
3,367
3,338
3,359
Neuronetics, Inc.(16)
Health Care Equipment & Supplies
L+765
1.66
%
11.82 %
3/2/2020
2/28/2025
18,012
18,450
19,003
OmniGuide Holdings, Inc. (13)
Health Care Equipment & Supplies
L+1405
0.10
%
18.22 % (23)
7/30/2018
7/1/2023
19,201
19,380
19,777
Outset Medical, Inc.(3)
Health Care Equipment & Supplies
S+515
2.75
%
9.33 %
11/3/2022
11/1/2027
35,084
34,880
34,820
Spectrum Pharmaceuticals, Inc.(16)
Biotechnology
S+570
2.30
%
9.88 %
9/21/2022
9/1/2027
10,525
10,406
10,420
Vapotherm, Inc.
Health Care Equipment & Supplies
S+830
1.00
%
12.58 % (24)
2/18/2022
2/1/2027
34,455
34,270
34,628
Total First Lien Life Science Senior Secured Loans
$
319,205
$
322,455
Total Senior Secured Loans
$
1,272,952
$
1,245,414
Description
Industry
Interest
Rate (1)
Acquisition
Date
Maturity
Date
Par Amount
Cost
Fair
Value
Equipment Financing — 26.6
%
Aero Operating LLC (10)
Commercial Services & Supplies
8.47 -
9.64
%
2/12/2021
3/1/2025 -
12/1/2026
$
2,264
$
2,262
$
2,262
AFG Dallas III, LLC (10)
Diversified Consumer Services
10.00 %
8/11/2022
8/11/2026 -
8/29/2026
1,036
1,036
1,036
Air Methods Corporation (10)
Airlines
7.08 -
7.13
%
11/3/2021
11/3/2026 -
11/23/2026
3,600
3,660
3,600
AmeraMex International, Inc. (10)
Commercial Services & Supplies
10.00 %
3/29/2019
9/15/2024
1,059
1,059
1,069
Bazzini, LLC (10)
Food & Staples Retailing
10.46 %
12/23/2022
1/1/2028
2,365
2,440
2,365
Boart Longyear Company (10)
Metals & Mining
8.31 -
10.44
%
5/28/2020
7/1/2024 -
10/7/2026
4,568
4,568
4,568
Bowman Energy Solutions, LLC (10)
Commercial Services & Supplies
7.42 %
7/1/2022
8/1/2026
153
153
153
C-Port/Stone
LLC (10)
Oil, Gas & Consumable Fuels
8.54 %
10/7/2022
11/1/2027
6,708
6,514
6,507
Capital City Jet Center, Inc. (10)
Airlines
10.00 %
4/4/2018
10/4/2023 -
6/22/2026
2,241
2,241
2,214
Champion Air, LLC (10)
Airlines
10.00 %
3/19/2018
1/1/2023
1,055
1,055
1,055
CKD Holdings, Inc. (10)
Road & Rail
8.10 -
8.60
%
9/22/2022
3/22/2026 -
9/22/2027
3,690
3,690
3,690
Clubcorp Holdings, Inc. (10)
Hotels, Restaurants & Leisure
9.36 -
13.01
%
5/27/2021
4/1/2025 -
1/1/2028
6,539
6,539
6,539
Dongwon Autopart Technology Inc. (10)
Auto Components
7.96 %
2/2/2021
1/1/2026
1,828
1,849
1,828
Drillers Choice, Inc. (10)
Commercial Services & Supplies
8.00 %
10/31/2022
11/1/2027
1,589
1,589
1,589
EasyPak, LLC (10)
Containers & Packaging
9.01 %
1/6/2021
1/1/2024
276
276
276
Energy Drilling Services, LLC (10)
Diversified Consumer Services
6.58 -
9.16
%
8/26/2022
12/9/2025 -
9/1/2027
1,321
1,321
1,295
Environmental Protection & Improvement Company,
LLC (10)
Road & Rail
8.25 %
9/30/2020
10/1/2027
5,270
5,300
5,270
Equipment Operating Leases, LLC (2)(12)
Multi-Sector Holdings
8.37 %
4/27/2018
4/27/2025
3,837
3,837
3,741
First American Commercial Bancorp, Inc. (10)
Diversified Financial Services
7.50 -
9.02
%
10/28/2021
10/1/2026 -
3/1/2027
2,938
2,941
2,938
First National Capital, LLC (10)
Diversified Financial Services
9.00 %
11/5/2021
8/1/2026
7,116
7,116
7,116
Freightsol LLC (10)
Road & Rail
12.51 -
12.89
%
4/9/2019
11/1/2023
779
784
779
Garda CL Technical Services, Inc. (10)
Commercial Services & Supplies
8.30 -
8.77
%
3/22/2018
6/5/2023 -
10/5/2023
469
469
468
Georgia Jet, Inc. (10)
Airlines
8.00 %
12/4/2017
1/4/2024
425
425
425
GMT Corporation (10)
Machinery
10.71 %
10/23/2018
1/1/2026
4,801
4,806
4,801
Hawkeye Contracting Company, LLC (10)
Construction & Engineering
10.50 %
10/8/2021
11/1/2025
997
997
997
HTI Logistics Corporation (10)
Commercial Services & Supplies
9.69 -
9.94
%
11/15/2018
5/1/2024 -
9/1/2025
290
290
283
International Automotive Components Group, North America, Inc. (10)
Auto Components
7.95 %
6/23/2021
6/23/2025
6,072
6,109
5,951
Kool Pak, LLC (10)
Road & Rail
8.58 %
2/5/2018
3/1/2024
194
194
194
Loc Performance Products, LLC (10)
Machinery
10.50 %
12/29/2022
6/1/2027
767
767
767
Loyer Capital LLC (2)(12)
Multi-Sector Holdings
8.73 -
11.52
%
5/16/2019
5/16/2024 -
9/25/2024
7,500
7,500
7,361
Lux Credit Consultants, LLC (10)
Road & Rail
8.28 -
12.09
%
6/17/2021
12/1/2024 -
12/1/2026
16,411
16,411
16,411
Lux Vending, LLC (10)
Consumer Finance
12.46 -
13.26
%
8/20/2021
8/20/2024 -
10/1/2024
1,638
1,663
1,638
Mountain Air Helicopters, Inc. (10)
Commercial Services & Supplies
10.00 %
7/31/2017
2/28/2025
369
368
369
Ozzies, Inc. (10)
Commercial Services & Supplies
10.72 %
12/23/2022
1/1/2027
2,005
2,072
2,005
PCX Aerostructures LLC (10)
Aerospace & Defense
9.32 %
11/23/2022
12/1/2028
2,658
2,658
2,658
Rane Light Metal Castings Inc. (10)
Machinery
10.00 %
6/1/2020
6/1/2024
159
159
159
Rango, Inc. (10)
Commercial Services & Supplies
9.33 -
9.79
%
9/24/2019
4/1/2023 -
11/1/2024
1,940
1,960
1,904
Royal Coach Lines, Inc.(10)
Road & Rail
9.56 %
11/21/2019
8/1/2025
849
849
775
Royal Express Inc. (10)
Road & Rail
9.53 %
1/17/2019
2/1/2024
428
431
428
Rotten Rock Hardscaping & Tree Service (10)
Diversified Consumer Services
8.21 %
12/6/2022
12/6/2027
245
245
245
Signet Marine Corporation (10)
Transportation Infrastructure
8.50 %
10/31/2022
7/1/2029
14,102
14,152
14,102
SLR Equipment Finance(2)
Multi-Sector Holdings
8.50 %
1/24/2022
1/24/2023
5,000
5,000
5,000
Smiley Lifting Solutions, LLC(10)
Commercial Services & Supplies
7.82 -
8.28
%
6/30/2022
9/15/2026 -
12/29/2029
4,139
4,139
4,139
ST Coaches, LLC (10)
Road & Rail
8.47 -
8.58
%
7/31/2017
7/1/2023 -
1/25/2025
1,521
1,521
1,459
Star Coaches Inc. (10)
Road & Rail
8.42 %
3/9/2018
4/1/2025
2,887
2,887
2,591
Superior Transportation, Inc. (10)
Road & Rail
10.22 -
10.63
%
7/31/2017
1/1/2026
3,369
3,369
3,369
The Smedley Company & Smedley Services, Inc. (10)..
Commercial Services & Supplies
4.07 %
7/31/2017
1/15/2028
1,706
1,706
1,706
Trinity Equipment Rentals, Inc. (10)
Commercial Services & Supplies
7.94 -
8.75
%
10/8/2021
11/1/202
4 -
12/1/2026
577
577
577
U.S. Crane & Rigging, LLC (10)
Commercial Services & Supplies
10.92 %
12/23/2022
3/1/2027
2,005
2,005
2,005
Up Trucking Services, LLC (10)
Road & Rail
11.21 %
3/23/2018
8/1/2024
469
473
469
Wind River Environmental, LLC (10)
Diversified Consumer Services
8.43 -
10.00
%
7/31/2019
8/1/2024 -
10/5/2025
604
605
604
Womble Company, Inc. (10)
Energy Equipment & Services
9.11 %
12/27/2019
1/1/2025
386
386
371
Worldwide Flight Services, Inc. (10)
Transportation Infrastructure
8.32 -
9.36
%
9/23/2022
9/23/2027 -
10/28/2027
304
308
304
Zamborelli Enterprises Pacific Souther Foundation (10)
Diversified Consumer Services
8.91 %
12/7/2022
1/1/2027
707
714
707
Shares/Units
SLR Equipment Finance Equity Interests
(2)(9)(17)*
Multi-Sector Holdings
7/31/2017
200
145,000
120,820
Total Equipment Financing
$
291,445
$
265,952
See notes to consolidated financial statements.
93
Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2022
(in thousands, except share/unit amounts)
Description
Industry
Interest
Rate (1)
Acquisition
Date
Maturity
Date
Par Amount
Cost
Fair
Value
Preferred Equity – 0.4 %
SOINT, LLC (2)(3)(4)
Aerospace & Defense
5.00
% (11)
6/8/2012
6/30/2023
49,273
$
4,927
$
3,801
Description
Industry
Acquisition
Date
Shares/Units
Cost
Fair
Value
Common Equity/Equity Interests/Warrants—57.1%
aTyr Pharma, Inc. Warrants *
Pharmaceuticals
11/18/2016
6,347
$
106
$
—
CardioFocus, Inc. Warrants *
Health Care Equipment &
Supplies
3/31/2017
90
51
—
Centrexion Therapeutics, Inc. Warrants *
Pharmaceuticals
6/28/2019
289,102
136
82
Conventus Orthopaedics, Inc. Warrants *
Health Care Equipment &
Supplies
6/15/2016
157,500
65
—
Delphinus Medical Technologies, Inc. Warrants *
Health Care Equipment &
Supplies
8/18/2017
444,388
74
103
Essence Group Holdings Corporation (Lumeris) Warrants *
Health Care Technology
3/22/2017
260,000
129
366
KBH Topco LLC (Kingsbridge) (2)(5)(18)
Multi-Sector Holdings
11/3/2020
73,500,000
136,596
148,444
Meditrina, Inc. Warrants *
Health Care Equipment &
Supplies
12/20/2022
29,366
23
23
RD Holdco, Inc. (Rug Doctor) (2)*
Diversified Consumer
Services
12/23/2013
231,177
15,683
—
RD Holdco, Inc. (Rug Doctor) Class B (2)*
Diversified Consumer
Services
12/23/2013
522
5,216
—
RD Holdco, Inc. (Rug Doctor) Warrants (2)*
Diversified Consumer
Services
12/23/2013
30,370
381
—
Senseonics Holdings, Inc. (3)(8)*
Health Care Equipment &
Supplies
7/25/2019
469,353
235
483
SLR Business Credit (2)(3)(19)
Diversified Financial
Services
4/1/2022
100
81,583
89,370
SLR Credit Solutions (2)(3)(20)
Diversified Financial
Services
12/28/2012
280,303
280,737
288,760
SLR Healthcare ABL (2)(3)(21)
Diversified Financial
Services
4/1/2022
32,839
34,335
34,350
SLR Senior Lending Program LLC (2)(3)(25)
Asset Management
12/1/2022
—
9,500
9,426
Spectrum Pharmaceuticals, Inc. Warrants *
Biotechnology
9/21/2022
159,470
51
15
Vapotherm, Inc. Warrants*
Health Care Equipment &
Supplies
2/18/2022
36,996
210
87
Venus Concept Ltd. Warrants* (f/k/a Restoration Robotics)
Health Care Equipment &
Supplies
5/10/2018
33,430
152
—
Total Common Equity/Equity Interests/Warrants
$
565,263
$
571,509
Total Investments (6) — 208.7
%
$
2,134,587
$
2,086,676
Description
Industry
Acquisition
Date
Maturity
Date
Par Amount
Cash Equivalents — 41.8 %
U.S. Treasury Bill
Government
12/30/2022
2/23/2023
$
420,000
$
417,590
$
417,590
Total Investments & Cash Equivalents —
250.5 %
$
2,552,177
$
2,504,266
Liabilities in Excess of Other Assets — ( 150.5 %)
( 1,504,535
)
Net Assets — 100.0 %
$
999,731
(1)
Floating rate debt investments typically bear interest at a rate determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Secured Overnight Financing Rate (“SOFR” or “S”) or the prime index rate (“PRIME” or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current rate of interest, or in the case of leases the current implied yield, in effect as of December 31, 2022.
(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, as amended (“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, 2022 in these controlled investments are as follows:
Name of Issuer
Fair Value at
December 31,
2021
Gross
Additions
Gross
Reductions
Realized
Gain
(Loss)
Change in
Unrealized
Gain
(Loss)
Interest/
Dividend
Income
Fair Value at
December 31,
2022
Equipment Operating Leases, LLC
$
18,939
$
—
$
15,833
$
—
$
635
$
749
$
3,741
Kingsbridge Holdings, LLC
80,000
—
—
—
( 87
)
7,402
80,000
KBH Topco, LLC (Kingsbridge)
145,996
—
—
—
2,448
15,225
148,444
Loyer Capital LLC
10,725
—
3,500
—
136
1,003
7,361
RD Holdco, Inc. (Rug Doctor, common equity)
—
—
—
—
—
—
—
RD Holdco, Inc. (Rug Doctor, class B)
5,216
—
—
—
( 5,216
)
—
—
RD Holdco, Inc. (Rug Doctor, warrants)
—
—
—
—
—
—
—
RD Holdco, Inc. (debt)
11,829
685
—
—
( 5,280
)
( 18
)
6,521
SLR Business Credit
—
81,583
—
—
7,787
5,150
89,370
SLR Credit Solutions
298,766
—
—
—
( 10,006
)
20,500
288,760
SLR Equipment Finance (equity)
129,102
—
—
—
( 8,282
)
—
120,820
SLR Equipment Finance (debt)
—
5,000
—
—
—
379
5,000
SLR Healthcare ABL
—
34,335
—
—
15
2,595
34,350
SLR Senior Lending Program LLC
—
9,500
—
—
( 74
)
—
9,426
SOAGG LLC
1,121
—
447
—
( 674
)
647
—
SOINT, LLC
4,509
266
942
—
( 32
)
266
3,801
$
706,203
$
131,369
$
20,722
$
—
$
( 18,630
)
$
53,898
$
797,594
See notes to consolidated financial statements.
9 4
Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2022
(in thousands)
(3)
Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the 1940 Act. 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, 2022, on a fair value basis, non-qualifying
assets in the portfolio represented 24.2 % of the total assets of the Company.
(4)
The Company’s investment in SOINT, LLC includes a one dollar investment in common shares.
(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 $ 17,187 ; aggregate gross unrealized appreciation and depreciation for U.S. federal tax purposes is $ 161,053 and $ 143,866 , respectively, based on a tax cost of $ 2,069,489 . Unless otherwise noted, all of the Company’s 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, SOFR or PRIME rate. These instruments are often subject to a LIBOR, SOFR or PRIME rate floor.
(8)
Denotes a Level 1 investment.
(9)
SLR Equipment Finance 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 the Company through NEFPASS LLC.
(11)
Interest is paid in kind (“PIK”).
(12)
Denotes a subsidiary of SLR Equipment Finance.
(13)
OmniGuide Holdings, Inc., Domain Surgical, Inc. and OmniGuide, Inc. are co-borrowers.
(14)
AmeriMark Interactive, LLC, AmeriMark Direct LLC, AmeriMark Intermediate Sub, Inc., L.T.D. Commodities LLC, Dr. Leonard’s Healthcare Corp. and Amerimark Intermediate Holdings, LLC are each co-Borrowers.
Amerimark may elect to defer up to 8.00 % of the coupon as PIK.
(15)
Spread is 5.75 % Cash / 0.50 % PIK.
(16)
Indicates an investment that is wholly or partially held by the Company through its wholly-owned financing subsidiary SUNS SPV LLC (the “SUNS SPV”). Such investments are pledged as collateral under the Senior Secured Revolving SPV Credit Facility (the “SPV Credit Facility”) (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of the Company.
(17)
See note 12 to the consolidated financial statements.
(18)
See note 14 to the consolidated financial statements.
(19)
See note 16 to the consolidated financial statements.
(20)
See note 10 to the consolidated financial statements.
(21)
See note 15 to the consolidated financial statements.
(22)
BridgeBio Pharma, Inc. may elect to defer up to 3.00 % of the coupon as PIK.
(23)
OmniGuide Holdings, Inc. may elect to defer up to 10.00 % of the coupon as PIK.
(24)
Vapotherm, Inc. may elect to defer up to 8.00 % of the coupon as PIK.
(25)
See note 19 to the consolidated financial statements.
(26)
iCIMS, Inc. may elect to defer up to 3.875 % of the coupon as PIK.
*
Non-income
producing security.
**
Investment is on non-accrual
status.
See notes to consolidated financial statements.
9 5
Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2022
(in thousands)
Industry Classification
Percentage of Total
Investments (at fair value) as
of December 31, 2022
Diversified Financial Services (includes SLR Credit Solutions, SLR Business Credit and SLR Healthcare
ABL)
22.1
%
Multi-Sector Holdings (includes Kingsbridge Holdings, LLC, SLR Equipment Finance, Equipment
Operating Leases, LLC and Loyer Capital LLC)
17.5
%
Health Care Providers & Services
7.7
%
Health Care Equipment & Supplies
6.6
%
Pharmaceuticals
5.5
%
Software
4.3
%
Insurance
4.2
%
Biotechnology
3.9
%
Diversified Consumer Services
2.7
%
Media
1.9
%
Road & Rail
1.7
%
Personal Products
1.7
%
Capital Markets
1.7
%
Thrifts & Mortgage Finance
1.3
%
Life Sciences Tools & Services
1.3
%
Auto Parts & Equipment
1.2
%
Packaged Foods & Meats
1.2
%
Wireless Telecommunication Services
1.1
%
Commercial Services & Supplies
1.1
%
Internet & Catalog Retail
1.1
%
Internet Software & Services
1.0
%
Building Products
0.9
%
Trading Companies & Distributors
0.9
%
Health Care Technology
0.8
%
Transportation Infrastructure
0.7
%
Communications Equipment
0.7
%
IT Services
0.6
%
Leisure Equipment & Products
0.5
%
Specialty Retail
0.5
%
Asset Management
0.5
%
Food Products
0.4
%
Auto Components
0.4
%
Airlines
0.3
%
Hotels, Restaurants & Leisure
0.3
%
Oil, Gas & Consumable Fuels
0.3
%
Aerospace & Defense
0.3
%
Machinery
0.3
%
Footwear
0.3
%
Metals & Mining
0.2
%
Food & Staples Retailing
0.1
%
Water Utilities
0.1
%
Consumer Finance
0.1
%
Construction & Engineering
0.0
%
Energy Equipment & Services
0.0
%
Containers & Packaging
0.0
%
Total Investments
100.0
%
See notes to consolidated financial statements.
9 6
Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2021
(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 — 111.5
%
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
$
12,402
$
12,283
$
12,402
Alteon Health, LLC
Health Care Providers & Services
L+650
1.00
%
7.50
%
9/14/2018
9/1/2023
14,117
14,079
14,117
American Teleconferencing Services, Ltd.**
Communications Equipment
L+650
1.00
%
7.50
%
5/5/2016
9/9/2021
24,822
24,453
3,345
American Teleconferencing Services, Ltd.**
Communications Equipment
L+650
1.00
%
7.50
%
9/17/2021
3/31/2022
4,576
4,508
4,576
AmeriMark Intermediate Holdings, LLC(14)
Internet & Catalog Retail
L+600
1.00
%
7.00
%
7/28/2021
10/15/2026
25,226
24,739
24,721
Atria Wealth Solutions, Inc
Diversified Financial Services
L+600
1.00
%
7.00
%
9/14/2018
11/30/2022
6,345
6,329
6,345
Basic Fun, Inc
Specialty Retail
L+550
1.00
%
6.50
%
10/30/2020
10/30/2023
2,902
2,871
2,902
CC SAG Holdings Corp. (Spectrum Automotive)
Diversified Consumer Services
L+575
0.75
%
6.50
%
6/29/2021
6/29/2028
12,168
11,995
12,168
Community Brands ParentCo, LLC (f/k/a Ministry Brands)
Software
L+400
1.00
%
5.00
%
7/30/2021
12/2/2022
34,901
34,538
34,901
Enhanced Permanent Capital, LLC(3)
Capital Markets
L+700
1.00
%
8.00
%
12/29/2020
12/29/2025
26,061
25,418
26,061
Foundation Consumer Brands, LLC
Personal Products
L+638
1.00
%
7.38
%
2/12/2021
2/12/2027
33,367
32,633
33,367
iCIMS, Inc.
Software
L+650
1.00
%
7.50
%
9/7/2018
9/12/2024
19,341
19,120
19,341
Inszone Mid, LLC
Insurance
L+575
1.00
%
6.75
%
9/28/2021
6/30/2026
11,141
11,035
11,086
Ivy Fertility Services, LLC
Health Care Providers & Services
L+625
1.00
%
7.25
%
12/22/2021
2/25/2026
21,677
21,299
21,298
Kid Distro Holdings, LLC (Distro Kid)
Software
L+600
1.00
%
7.00
%
9/24/2021
10/1/2027
29,743
29,168
29,148
Kingsbridge Holdings, LLC(2)
Multi-Sector Holdings
L+700
1.00
%
8.00
%
12/21/2018
12/21/2024
80,000
79,713
80,000
KORE Wireless Group, Inc.(3)
Wireless Telecommunication Services
L+550
—
5.72
%
12/21/2018
12/21/2024
36,470
36,062
36,470
Logix Holding Company, LLC
Communications Equipment
L+575
1.00
%
6.75
%
9/14/2018
12/22/2024
7,400
7,359
7,178
Maurices, Incorporated
Specialty Retail
L+675
1.00
%
7.75
%
8/27/2021
6/1/2024
5,135
5,044
5,135
MMIT Holdings, LLC
IT Services
L+625
1.00
%
7.25
%
9/21/2021
9/15/2027
31,026
30,541
31,026
NAC Holdings Corporation (Jaguar)
Insurance
L+525
1.00
%
6.25
%
7/30/2021
9/28/2024
15,924
15,730
15,844
One Touch Direct, LLC
Commercial Services & Supplies
P+75
—
4.00
%
4/3/2020
9/30/2022
274
274
274
PhyNet Dermatology LLC
Health Care Providers & Services
L+600
(17)
1.00
%
7.00
%
9/5/2018
8/16/2024
14,589
14,529
14,589
Pinnacle Treatment Centers, Inc.
Health Care Providers & Services
L+575
1.00
%
6.75
%
1/22/2020
12/31/2022
11,996
11,953
11,996
PPT Management Holdings, LLC
Health Care Providers & Services
L+800
(15)
1.00
%
9.00
%
9/14/2018
12/16/2022
21,120
21,086
18,374
RQM+ Corp
Life Sciences Tools & Services
L+575
1.00
%
6.75
%
8/20/2021
8/12/2026
16,504
16,349
16,462
Stryten Energy LLC
Auto Parts & Equipment
L+800
1.00
%
9.00
%
8/11/2021
10/12/2026
26,184
25,676
25,923
SunMed Group Holdings, LLC
Health Care Equipment & Supplies
L+575
0.75
%
6.50
%
6/16/2021
6/16/2028
18,536
18,232
18,351
Ultimate Baked Goods Midco LLC (Rise Baking)
Packaged Foods & Meats
L+625
1.00
%
7.25
%
8/12/2021
8/13/2027
19,381
18,920
18,896
USR Parent, Inc. (Staples)
Specialty Retail
L+884
1.00
%
9.84
%
6/3/2020
9/12/2022
3,275
3,275
3,275
Total First Lien Bank
Debt/Senior Secured Loans
$
579,211
$
559,571
Second Lien Asset-Based Senior Secured Loans
ACRES Commercial Mortgage, LLC
Diversified Financial Services
S+705
1.00
%
8.05
%
12/24/2021
8/21/2028
29,925
$
29,328
$
29,326
Varilease Finance, Inc.
Multi-Sector Holdings
L+750
1.00
%
8.50
%
8/22/2014
11/15/2025
29,563
29,467
29,563
Total Second Lien Asset-Based Senior Secured Loans
$
58,795
$
58,889
Second Lien Bank Debt/Senior Secured Loans
PhyMed Management LLC
Health Care Providers & Services
L+1500
(16)
1.00
%
16.00
%
12/18/2015
9/30/2022
37,819
$
37,757
$
36,874
Rug Doctor LLC (2)
Diversified Consumer Services
L+975
(11)
1.50
%
11.25
%
12/23/2013
5/16/2023
11,828
11,819
11,829
Total Second Lien Bank
Debt/Senior Secured Loans
$
49,576
$
48,703
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
$
20,512
$
20,475
Arcutis Biotherapeutics, Inc.(3)
Pharamceuticals
L+745
0.10
%
7.55
%
12/22/2021
1/1/2027
21,735
21,645
21,637
Ardelyx, Inc.
Pharmaceuticals
L+745
0.25
%
7.70
%
5/10/2018
11/1/2022
14,972
16,198
16,170
Axcella Health Inc
Pharmaceuticals
L+860
0.10
%
8.70
%
9/2/2021
9/1/2026
9,278
9,318
9,302
BridgeBio Pharma, Inc.(3)
Biotechnology
—
—
9.00
%
11/17/2021
11/17/2026
34,574
34,082
34,055
Centrexion Therapeutics, Inc.
Pharmaceuticals
L+725
2.45
%
9.70
%
6/28/2019
1/1/2024
16,400
16,693
16,728
Cerapedics, Inc.
Health Care Equipment & Supplies
L+695
2.50
%
9.45
%
3/22/2019
3/1/2025
26,861
27,518
27,465
Delphinus Medical Technologies, Inc.
Health Care Equipment & Supplies
L+850
1.00
%
9.50
%
8/18/2017
6/1/2022
1,089
1,414
1,405
Glooko, Inc.
Health Care Technology
L+790
0.10
%
8.00
%
9/30/2021
10/1/2026
8,364
8,339
8,322
Neuronetics, Inc.
Health Care Equipment & Supplies
L+765
1.66
%
9.31
%
3/2/2020
2/28/2025
15,613
15,874
15,878
OmniGuide Holdings, Inc. (13)
Health Care Equipment & Supplies
L+1405
0.10
%
14.15
%
7/30/2018
7/1/2023
18,879
17,845
18,958
Rezolute, Inc
Biotechnology
L+875
0.12
%
8.87
%
4/14/2021
4/1/2026
5,675
5,663
5,661
Rubius Therapeutics, Inc. (3)
Pharmaceuticals
L+550
2.10
%
7.60
%
12/21/2018
6/1/2026
40,291
41,103
41,097
scPharmaceuticals, Inc.
Pharmaceuticals
L+795
2.23
%
10.18
%
9/17/2019
9/17/2023
4,098
4,165
4,160
SOC Telemed, Inc.
Health Care Providers & Services
L+747
0.13
%
7.60
%
3/26/2021
4/1/2026
31,137
31,211
31,214
Total First Lien Life
Science Senior Secured Loans
$
271,580
$
272,527
Total Senior Secured Loans
$
959,162
$
939,690
See notes to consolidated financial statements.
97
Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2021
(in thousands, except share/unit amounts)
Description
Industry
Interest Rate (1)
Acquisition
Date
Maturity
Date
Par Amount
Cost
Fair
Value
Equipment Financing —
32.5
%
Aero Operating LLC (10)
Commercial Services & Supplies
8.47 -
9.64
%
2/12/2021
3/1/2025 -
12/1/2026
$
3,103
$
3,100
$
3,100
Air Methods Corporation (10)
Airlines
7.08 -
7.13
%
11/3/2021
11/3/2026 -
11/23/2026
4,063
4,145
4,063
AmeraMex International, Inc. (10)
Commercial Services & Supplies
10.00
%
3/29/2019
3/28/2022
3,149
3,148
3,180
Blackhawk Mining, LLC (10)
Oil, Gas & Consumable Fuels
10.97 -
11.16
%
2/16/2018
3/1/2022 -
11/1/2022
1,642
1,615
1,636
Boart Longyear Company (10)
Metals & Mining
9.06 -
10.44
%
5/28/2020
7/1/2024 -
1/1/2026
5,374
5,374
5,374
Capital City Jet Center, Inc. (10)
Airlines
10.00 %
4/4/2018
10/4/2023 -
6/22/26
3,102
3,102
3,053
Champion Air, LLC (10)
Airlines
10.00 %
3/19/2018
1/1/2023
1,685
1,685
1,685
Clubcorp Holdings, Inc. (10)
Hotels, Restaurants & Leisure
8.87 -
9.41
%
5/27/2021
6/1/2025 -
1/1/2027
4,326
4,326
4,326
Dongwon Autopart Technology
Inc. (10)
Auto Components
7.96 %
2/2/2021
1/1/2026
2,347
2,382
2,347
EasyPak, LLC (10)
Containers & Packaging
9.01 %
1/6/2021
1/1/2024
616
616
616
Environmental Protection &
Improvement
Company, LLC (10)
Road & Rail
8.25 %
9/30/2020
10/1/2027
5,921
5,959
5,921
Equipment Operating Leases,
LLC (2)(12)
Multi-Sector Holdings
7.53 -
8.37
%
4/27/2018
8/1/2022 -
4/27/2025
19,671
19,671
18,939
First American Commercial Bancorp,
Inc. (10)
Diversified Financial Services
7.50 %
10/28/2021
11/1/2026
2,487
2,492
2,487
First National Capital, LLC (10)
Diversified Financial Services
9.00 %
11/5/2021
8/1/2026
8,681
8,681
8,681
Freightsol LLC (10)
Road & Rail
12.51 -
12.89
%
4/9/2019
11/1/2023
1,364
1,381
1,364
Garda CL Technical Services,
Inc. (10)
Commercial Services & Supplies
8.30 -
8.77
%
3/22/2018
6/5/2023 -
10/5/2023
1,245
1,245
1,242
Georgia Jet, Inc. (10)
Airlines
8.00 %
12/4/2017
1/4/2024
795
795
795
GMT Corporation (10)
Machinery
10.71 %
10/23/2018
10/1/2025
5,476
5,484
5,476
Haljoe Coaches USA, LLC (10)
Road & Rail
8.53 %
7/31/2017
7/1/2024
1,061
1,061
915
Hawkeye Contracting Company,
LLC (10)
Construction & Engineering
10.50 %
10/8/2021
11/1/2025
1,252
1,252
1,252
HTI Logistics Corporation (10)
Commercial Services & Supplies
9.69 -
9.94
%
11/15/2018
5/1/2024 -
9/1/2025
414
414
404
International Automotive Components
Group, North
America, Inc. (10)
Auto Components
7.95 %
6/23/2021
6/23/2025
8,184
8,250
8,184
Kool Pak, LLC (10)
Road & Rail
8.58 %
2/5/2018
3/1/2024
345
345
345
Loyer Capital LLC (2)(12)
Multi-Sector Holdings
8.73 -
11.52
%
5/16/2019
5/16/24 -
9/25/24
11,000
11,000
10,725
Lux Credit Consultants, LLC (10)
Road & Rail
8.28 -
9.65
%
6/17/2021
12/1/2024 -
12/1/2025
9,343
9,343
9,343
Lux Vending, LLC (10)
Consumer Finance
12.46 -
13.26
%
8/20/2021
8/20/2024 -
10/1/2024
2,526
2,583
2,526
Mountain Air Helicopters,
Inc. (10)
Commercial Services & Supplies
10.00 %
7/31/2017
2/28/2025
479
476
479
Rane Light Metal Castings
Inc. (10)
Machinery
10.00 %
6/1/2020
7/1/2024
253
253
253
Rango, Inc. (10)
Commercial Services & Supplies
9.33 -
9.79
%
9/24/2019
4/1/2023 -
11/1/2024
3,615
3,656
3,547
Rossco Crane & Rigging, Inc. (10)
Commercial Services & Supplies
11.53 %
8/25/2017
9/1/2022
126
126
126
Royal Coach Lines, Inc.(10)
Road & Rail
9.56 %
11/21/2019
8/1/2025
1,041
1,041
950
Royal Express Inc. (10)
Road & Rail
9.53 %
1/17/2019
2/1/2024
683
690
683
Sidelines Tree Service LLC (10)
Diversified Consumer Services
10.25 %
7/31/2017
10/1/2022
46
46
45
South Texas Oilfield Solutions,
LLC (10)
Energy Equipment & Services
12.52 -
13.76
%
3/29/2018
9/1/2022 -
7/1/2023
1,363
1,363
1,338
ST Coaches, LLC (10)
Road & Rail
8.22 -
8.58
%
7/31/2017
10/1/2022 -
1/25/2025
1,951
1,951
1,839
Stafford Logistics, Inc. (10)
Commercial Services & Supplies
12.62 %
9/11/2019
2/15/2026
7,094
7,094
7,094
Star Coaches Inc. (10)
Road & Rail
8.42 %
3/9/2018
4/1/2025
3,401
3,401
2,916
Sturgeon Services International
Inc. (10)
Energy Equipment & Services
18.38 %
7/31/2017
2/28/2022
132
132
125
Superior Transportation, Inc. (10)
Road & Rail
10.22 -
10.62
%
7/31/2017
1/1/2026
4,578
4,578
4,578
Tailwinds, LLC (10)
Air Freight & Logistics
8.50 -
9.00
%
7/26/2019
8/1/2024 -
10/16/2025
2,267
2,267
2,267
The Smedley Company & Smedley
Services, Inc.
(10)..
Commercial Services & Supplies
10.21 -
15.36
%
7/31/2017
10/29/2023 -
2/10/2024
3,798
3,800
3,536
Trinity Equipment Rentals,
Inc. (10)
Commercial Services & Supplies
7.94 -
8.75
%
10/8/2021
11/1/2024 -
12/1/2026
777
777
777
Trolleys, Inc. (10)
Road & Rail
9.99 %
7/18/2018
8/1/2022
1,573
1,573
1,540
Up Trucking Services, LLC (10)
Road & Rail
11.21 %
3/23/2018
8/1/2024
696
705
696
Warrior Crane Services, LLC (10)
Commercial Services & Supplies
8.95 %
7/11/2019
8/1/2024 -
8/1/2026
2,567
2,567
2,518
Wind River Environmental,
LLC (10)
Diversified Consumer Services
8.43 -
10.00 %
7/31/2019
8/1/2024 -
10/5/25
870
873
870
Womble Company, Inc. (10)
Energy Equipment & Services
9.11 %
12/27/2019
1/1/2025
547
547
537
Shares/Units
SLR Equipment Finance Equity
Interests (2)(9)*
Multi-Sector Holdings
7/31/2017
200
145,000
129,102
Total Equipment Financing
$
292,365
$
273,795
Preferred Equity –
0.7
%
SOAGG LLC (2)(3)(4)
Aerospace & Defense
8.00 %
12/14/2010
6/30/2023
446
$
446
$
1,121
SOINT, LLC (2)(3)(4)
Aerospace & Defense
5.00 %
( 11)
6/8/2012
6/30/2023
56,030
5,603
4,509
Total Preferred Equity
$ 6,049
$ 5,630
See notes to consolidated financial statements.
9 8
Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2021
(in thousands, except share/unit amounts
)
Description
Industry
Acquisition
Date
Shares/Units
Cost
Fair
Value
Common Equity/Equity Interests/Warrants— 53.6 %
aTyr Pharma, Inc. Warrants *
Pharmaceuticals
11/18/2016
6,347
$
106
$
—
CardioFocus, Inc. Warrants *
Health Care Equipment &
Supplies
3/31/2017
90
51
—
Centrexion Therapeutics, Inc. Warrants *
Pharmaceuticals
6/28/2019
289,102
136
65
Conventus Orthopaedics, Inc. Warrants *
Health Care Equipment &
Supplies
6/15/2016
157,500
65
—
Delphinus Medical Technologies, Inc. Warrants *
Health Care Equipment &
Supplies
8/18/2017
444,388
74
80
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
145,996
RD Holdco Inc. (Rug Doctor) (2)*
Diversified Consumer Services
12/23/2013
231,177
15,683
—
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
—
Senseonics Holdings, Inc. (3)(8)*
Health Care Equipment &
Supplies
7/25/2019
406,923
117
1,086
SLR Credit Solutions (2)(3)
Diversified Financial Services
12/28/2012
280,303
280,737
298,766
Venus Concept Ltd. Warrants* (f/k/a Restoration Robotics)
Health Care Equipment &
Supplies
5/10/2018
27,352
152
—
Total Common Equity/Equity Interests/Warrants
$
439,377
$
451,467
Total Investments (6) — 198.3 %
$
1,696,953
$
1,670,582
Description
Industry
Acquisition
Date
Maturity
Date
Par Amount
Cash Equivalents — 38.0 %
U.S. Treasury Bill
Government
12/31/2021
1/25/2022
$
320,000
$
320,000
$
320,000
Total Investments & Cash Equivalents — 236.3 %
$
2,016,953
$
1,990,582
Liabilities in Excess of Other Assets — ( 136.3 %)
( 1,148,301
)
Net Assets — 100.0 %
$
842,281
(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, 2021.
(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, as amended (“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, 2021 in these controlled investments are as follows:
Name of Issuer
Fair Value at
December 31,
2020
Gross
Additions
Gross
Reductions
Realized
Gain
(Loss)
Change in
Unrealized
Gain
(Loss)
Interest/
Dividend
Income
Fair Value at
December 31,
2021
AviatorCap SII, LLC
$
2,941
$
—
$
2,941
$
—
$
—
$
92
$
—
Equipment Operating Leases, LLC
25,540
—
6,667
—
66
1,950
18,939
Kingsbridge Holdings, LLC
80,000
—
—
—
( 79
)
6,568
80,000
KBH Topco, LLC (Kingsbridge)
136,596
—
—
—
9,400
13,250
145,996
Loyer Capital LLC
14,456
—
3,731
—
—
1,426
10,725
RD Holdco Inc. (Rug Doctor, common equity)
1,226
—
—
—
( 1,226
)
—
—
RD Holdco Inc. (Rug Doctor, class B)
5,216
—
—
—
—
—
5,216
RD Holdco Inc. (Rug Doctor, warrants)
—
—
—
—
—
—
—
Rug Doctor LLC
10,559
1,270
—
—
( 6
)
1,300
11,829
SLR Credit Solutions
296,766
—
—
—
2,000
22,500
298,766
SLR Equipment Finance (equity)
129,102
—
—
—
—
—
129,102
SLR Equipment Finance (debt)
850
—
850
—
—
42
—
SOAGG LLC
2,300
—
—
—
( 1,179
)
1,543
1,121
SOINT, LLC
4,101
271
—
—
137
271
4,509
$
709,653
$
1,541
$
14,189
$
—
$
9,113
$
48,942
$
706,203
See notes to consolidated financial statements.
99
Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December
31, 2021
(in thousands)
(3)
Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the 1940 Act. 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, 2021, on a fair value basis, non-qualifying
assets in the portfolio represented 23.1 % of the total assets of the Company.
(4)
The Company’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 $ 19,495 ; aggregate gross unrealized appreciation and depreciation
for U.S. federal tax purposes is $ 82,598 and $ 63,103 , respectively, based on a tax cost of $ 1,651,087 . Unless otherwise noted, all of the
Company’s 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)
SLR Equipment Finance 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 the Company through NEFPASS LLC.
(11)
Interest is paid in kind (“PIK”).
(12)
Denotes a subsidiary of SLR Equipment Finance.
(13)
OmniGuide Holdings, Inc., Domain Surgical, Inc. and OmniGuide, Inc. are co-borrowers.
(14)
AmeriMark Interactive, LLC, AmeriMark Direct LLC, AmeriMark Intermediate Sub, Inc., L.T.D. Commodities LLC, Dr. Leonard’s Healthcare Corp. and Amerimark Intermediate Holdings, LLC are each co-Borrowers.
(15)
Spread is 6.00 % Cash / 2.00 % PIK.
(16)
Spread is 2.50 % Cash / 12.50 % PIK.
(17)
Spread is 5.50 % Cash / 0.50 % PIK.
*
Non-income
producing security.
**
Investment is on non-accrual
status.
See notes to consolidated financial statements.
10 0
Table of Contents
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December
31, 2021
(in thousands)
Industry Classification
Percentage of Total
Investments (at fair value) as
of December 31, 2021
Multi-Sector
Holdings (includes Kingsbridge Holdings, LLC, SLR Equipment Finance, Equipment Operating Leases, LLC and Loyer Capital LLC)
24.8
%
Diversified Financial Services (includes SLR Credit Solutions)
20.7
%
Health Care Providers & Services
9.6
%
Pharmaceuticals
7.8
%
Software
5.0
%
Health Care Equipment & Supplies
5.0
%
Biotechnology
2.4
%
Wireless Telecommunication Services
2.2
%
Personal Products
2.0
%
Road & Rail
1.9
%
IT Services
1.9
%
Diversified Consumer Services
1.8
%
Insurance
1.6
%
Commercial Services & Supplies
1.6
%
Capital Markets
1.6
%
Auto Parts & Equipment
1.5
%
Internet & Catalog Retail
1.5
%
Packaged Foods & Meats
1.1
%
Life Sciences Tools & Services
1.0
%
Communications Equipment
0.9
%
Specialty Retail
0.7
%
Auto Components
0.6
%
Airlines
0.6
%
Health Care Technology
0.5
%
Machinery
0.3
%
Aerospace & Defense
0.3
%
Metals & Mining
0.3
%
Hotels, Restaurants & Leisure
0.3
%
Consumer Finance
0.1
%
Air Freight & Logistics
0.1
%
Energy Equipment & Services
0.1
%
Oil, Gas & Consumable Fuels
0.1
%
Construction & Engineering
0.1
%
Containers & Packaging
0.0
%
Total Investments
100.0
%
See notes to consolidated financial statements.
10 1
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022
(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, SLR Investment Corp. (the “Company”, “we”, “us” or “our”), merged with Solar Capital LLC, leaving SLR Investment Corp. as the surviving entity (the “Pre-IPO
Merger”). SLR Investment Corp. 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 Pre-IPO
Merger. SLR Investment Corp. had no assets or operations prior to completion of the Pre-IPO
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 Pre-IPO
Merger.
SLR Investment Corp., 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, the Company 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 Company’s senior management purchased an additional 600,000 shares through a private placement, also at $ 18.50 per share.
The Company’s 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, 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.
On April 1, 2022, we acquired SLR Senior Investment Corp., a Maryland corporation (“SUNS”) pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 1, 2021, by and among us, SUNS, Solstice Merger Sub, Inc., a Maryland corporation and our wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, SLR Capital Partners, LLC (the “Investment Adviser”). Pursuant to the Merger Agreement, Merger Sub merged with and into SUNS, with SUNS continuing as the surviving company and as SUNS’s wholly-owned subsidiary (the “Merger,”) and, immediately thereafter, SUNS merged with and into us, with us continuing as the surviving company (together with the Merger, the “Mergers”). . In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of SUNS’s common stock was converted into the right to receive 0.7796 shares of our common stock (with SUNS’s stockholders receiving cash in lieu of fractional shares of our common stock). As a result of the Mergers, we issued an aggregate of 12,511,825 shares of our common stock to former SUNS stockholders. See Note 17 for additional information.
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 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.
10 2
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
In the opinion of management, all adjustments, which are of a normal recurring nature and 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 the 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 and deemed to represent fair value under U.S. GAAP, at such market quotations (unless they are deemed not to represent fair value). A market quotation is readily available for a security only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Company can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. If the Company anticipates using a market quotation for a security, it will also monitor for circumstances that may necessitate the use of fair value, such as significant events that may cause concern over the reliability of a market quotation. 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, that may from time to time be engaged by the Board, 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 the Investment Adviser, does not represent fair value, in which case such investments shall be valued at fair value as determined in good faith by or under the direction of the 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 the 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 under U.S. GAAP, the 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 the Board conduct independent appraisals and review the Investment Adviser’s 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.
103
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2022
(in thousands, except share amounts)
The valuation principles set forth above may be modified from time to time, in whole or in part, as determined by the Board in its sole discretion. The Board will also (1) periodically assess and manage valuation risks; (2) establish and apply fair value methodologies; (3) test fair value methodologies; (4) oversee and evaluate third-party pricing services, as applicable; (5) oversee the reporting required by Rule 2a-5
under the 1940 Act; and (6) maintain recordkeeping requirements under Rule 2a-5.
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 company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, 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, 2022, there has been no change to the Company’s valuation approaches or techniques and the nature of the related inputs considered in the valuation process.
ASC Topic 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level
1
: Unadjusted 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 a management fee and other fee income for services rendered, if any, are recorded as other income when earned.
(e)
The Company intends to comply with the applicable provisions of the Code pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it of substantially all U.S. federal income taxes. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4 % excise tax on this income. The Company will accrue excise tax on such estimated excess taxable income as appropriate.
104
Table of Content s
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
(f)
Book and tax basis differences relating to stockholder distributions and other permanent book and tax differences are typically reclassified among the Company’s capital accounts. 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, 2022, $ 28,991 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 Company’s investments in foreign securities, if any, may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments in terms of U.S. dollars and therefore the earnings of the Company.
(j)
In accordance with ASC 835-30,
the Company reports origination and other expenses related to certain debt issuances as a direct deduction from the carrying amount of the debt liability. Applicable expenses are deferred and amortized using either the effective interest method or the straight-line method over the stated life. The straight-line method may be used on revolving facilities and/or when it approximates the effective yield method.
(k)
The Company 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.
(l)
The Company records expenses related to shelf registration statements and applicable equity offering costs as prepaid assets. These expenses are typically charged as a reduction of capital upon the sale of shares or expensed, in accordance with ASC 946-20-25.
(m)
Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual
status when principal or interest cash payments are past due 30 days or more ( 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 management’s judgment, are likely to continue timely payment of their remaining principal and interest obligations. Cash interest payments received on such investments may be recognized as income or applied to principal depending on management’s judgment.
(n)
The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less would qualify, with limited exceptions. The Company believes that certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents.
10 5
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2022
(in thousands, except share amounts)
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 has determined that the adoption of this guidance has not had a material impact on the Company’s consolidated financial statements and disclosures.
Note 3. Agreements
The Company has an investment advisory and management agreement (the “Advisory Agreement”) with the Investment Adviser, under which the Investment Adviser manages the day-to-day
operations of, and provides investment advisory services to the Company. For providing these services, the Investment Adviser receives a fee from the Company, consisting of two components—a base management fee and a performance-based incentive fee. The base management fee is determined by taking the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters calculated at an annual rate of 1.50 % on gross assets up to 200 % of the Company’s total net assets as of the immediately preceding quarter end and 1.00 % on gross assets that exceed 200 % of the Company’s 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 the Company’s 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 the Company’s 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 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 the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75 % per quarter ( 7 % annualized). The Company pays the Investment Adviser a performance-based incentive fee with respect to the Company’s pre-incentive
fee net investment income in each calendar quarter as follows: (1) no performance-based incentive fee in any calendar quarter in which the Company’s pre-incentive
fee net investment income does not exceed the hurdle rate; (2) 100 % of the Company’s 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 the Company’s 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 the Company’s cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment
basis at the end of each calendar year) and all net capital gains upon which prior performance-based capital gains incentive fee payments were previously made to the Investment Adviser. For financial statement purposes, the second part of the performance-based incentive fee is accrued based upon 20 % of cumulative net realized gains and net unrealized capital appreciation. No accrual was required for the fiscal years ended December 31, 2022, 2021 and 2020.
For the fiscal years ended December 31, 2022, 2021 and 2020, the Company recognized $ 29,982 , $ 28,277 and $ 24,951 , respectively, in base management fees and $ 15,097 , $ 10,309 and $ 2,272 , respectively, in performance-based incentive fees. For the fiscal years ended December 31, 2022, 2021 and 2020, $ 1,527 , $ 0 and $ 0 , respectively, of such performance-based incentive fees were waived. The Investment Adviser has agreed to waive incentive fees resulting from income earned due to the accretion of purchase discount allocated to investments acquired as a result of the Mergers. Fees waived pursuant to the above are not subject to recoupment by the Investment Adviser.
10 6
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SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2022
(in thousands, except share amounts)
The
Company has also entered into an Administration Agreement with SLR Capital Management, LLC (the “Administrator”) under which the Administrator provides administrative services to the Company. For providing these services, facilities and personnel, the Company reimburses the Administrator for the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent. The Administrator will also provide, on the Company’s behalf, managerial assistance to those portfolio companies to which the Company is required to provide such assistance. The Company typically reimburses the Administrator on a quarterly basis.
For the fiscal years ended December 31, 2022, 2021 and 2020, the Company recognized expenses under the Administration Agreement of $ 5,401 , $ 5,575 and $ 5,215 , respectively. No managerial assistance fees were accrued or collected for the fiscal years ended December 31, 2022, 2021 and 2020.
Note 4. Net Asset Value Per Share
At December 31, 2022, the Company’s total net assets and net asset value per share were $ 999,731 and $ 18.33 , respectively. This compares to total net assets and net asset value per share at December 31, 2021 of $ 842,281 and $ 19.93 , respectively.
Note 5. Earnings Per Share
The following table sets forth the computation of basic and diluted net increase in net assets per share resulting from operations, pursuant to ASC 260-10,
for the years ended December 31, 2022, 2021 and 2020:
Year ended
December 31, 2022
Year ended
December 31, 2021
Year ended
December 31, 2020
Earnings per share (basic & diluted)
Numerator - net increase in net assets resulting from operations:
$
18,342
$
59,566
$
15,451
Denominator - weighted average shares:
51,680,522
42,260,826
42,260,826
Earnings per share:
$
0.35
$
1.41
$
0.37
Note 6. Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to 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 management’s and, if applicable, an independent third-party valuation firm’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
10 7
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SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).
Gains and losses for assets and liabilities categorized within the Level 3 table below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Such reclassifications 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, 2022 and December 31, 2021:
Fair Value Measurements
As of December 31, 2022
Level 1
Level 2
Level 3
Measured at
Net Asset Value*
Total
Assets:
Senior Secured Loans
$
—
$
—
$
1,245,414
$
—
$
1,245,414
Equipment Financing
—
—
265,952
—
265,952
Preferred Equity
—
—
3,801
—
3,801
Common Equity/Equity Interests/Warrants
483
—
561,600
9,426
571,509
Total Investments
$
483
$
—
$
2,076,767
$
9,426
$
2,086,676
*
In accordance with ASC 820-10,
certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. The portfolio investment in this category is SSLP. See Note 19 for more information on this investment, including its investment strategy and the Company’s unfunded equity commitment to SSLP. This investment is not redeemable by the Company absent an election by the members of the entity to liquidate all investments and distribute the proceeds to the members.
Fair Value Measurements
As of December 31, 2021
Level 1
Level 2
Level 3
Total
Assets:
Senior Secured Loans
$
—
$
—
$
939,690
$
939,690
Equipment Financing
—
—
273,795
273,795
Preferred Equity
—
—
5,630
5,630
Common Equity/Equity Interests/Warrants
1,086
—
450,381
451,467
Total Investments
$
1,086
$
—
$
1,669,496
$
1,670,582
Liabilities:
2022 Unsecured Notes
$
—
$
—
$
150,000
$
150,000
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SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(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, 2022, 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, 2022:
Fair Value Measurements Using Level 3 Inputs
Senior Secured
Loans
Equipment
Financing
Preferred Equity
Common Equity/
Equity
Interests/
Warrants
Total
Fair value, December
31, 2021
$
939,690
$
273,795
$
5,630
$
450,381
$
1,669,496
Total gains or losses included in earnings:
Net realized gain (loss)
( 36,244
)
—
—
6
( 36,238
)
Net change in unrealized loss
( 8,065
)
( 6,924
)
( 706
)
( 5,048
)
( 20,743
)
Purchase of investment securities(1)
796,389
84,168
266
116,272
997,095
Proceeds from dispositions of investment securities
( 446,356
)
( 85,087
)
( 1,389
)
( 11
)
( 532,843
)
Transfers in/out of Level 3
—
—
—
—
—
Fair value, December
31, 2022
$
1,245,414
$
265,952
$
3,801
$
561,600
$
2,076,767
Unrealized 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
$
( 8,920
)
$
( 6,924
)
$
( 706
)
$
( 5,048
)
$
( 21,598
)
(1)
Includes positions acquired from SUNS as a result of the Mergers.
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, 2022:
2022 Unsecured Notes
For the year ended
December 31, 2022
Beginning fair value
$
150,000
Net realized (gain) loss
—
Net change in unrealized (gain) loss
—
Borrowings
—
Repayments
( 150,000
)
Transfers in/out of Level 3
—
Ending fair value
$
—
The Company made an election to apply the fair value option of accounting to the 2022 Unsecured Notes, in accordance with ASC 825-10.
On May 8, 2022, the borrowings were repaid in full. While the Company has not made an election to apply the fair value option of accounting to any of its other debt obligations, if the Company’s debt obligations were carried at fair value at December 31, 2022, the fair value of the Credit Facility, SPV Credit Facility, 2023 Unsecured Notes, 2024 Unsecured Notes, 2025 Unsecured Notes, 2026 Unsecured Notes, 2027 Unsecured Notes and 2027 Series F Unsecured Notes would be $ 393,000 , $ 155,200 , $ 75,000 , $ 118,750 , $ 79,688 , $ 68,250 , $ 42,875 and $ 118,125 , respectively.
1 09
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SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(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, 2021, 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, 2021:
Fair Value Measurements Using Level 3 Inputs
Senior Secured
Loans
Equipment
Financing
Preferred Equity
Common Equity/
Equity
Interests/
Warrants
Total
Fair value, December
31, 2020
$
798,052
$
284,846
$
6,401
$
440,971
$
1,530,270
Total gains or losses included in earnings:
Net realized gain (loss)
—
( 8
)
—
345
337
Net change in unrealized gain (loss)
( 13,567
)
1,394
( 1,042
)
9,857
( 3,358
)
Purchase of investment securities
533,614
76,700
271
—
610,585
Proceeds from dispositions of investment securities
( 378,409
)
( 89,137
)
—
( 675
)
( 468,221
)
Transfers in/out of Level 3 (1)
—
—
—
( 117
)
( 117
)
Fair value, December
31, 2021
$
939,690
$
273,795
$
5,630
$
450,381
$
1,669,496
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)
$
( 12,837
)
$
1,394
$
( 1,042
)
$
9,597
$
( 2,888
)
(1)
On February 17, 2021, the Company exercised its warrants in Senseonics Holdings, Inc., receiving shares in the common stock of Senseonics Holdings, Inc. The common stock of Senseonics Holdings, Inc. is publicly traded, so this position is considered to be a Level 1 asset.
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, 2021:
2022 Unsecured Notes
For the year ended
December 31, 2021
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, 2021, there were borrowings of $ 150,000 on the 2022 Unsecured Notes.
11 0
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
Quantitative Information about Level 3 Fair Value Measurements
The Company typically determines the fair value of its performing debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to current contractual interest rates, relative maturities and other key terms and risks associated with an investment. Among other factors, a significant determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company.
Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 assets and liabilities primarily reflect current market yields, including indices, and readily available quotes from brokers, dealers, and pricing services as indicated by comparable assets and liabilities, as well as enterprise values, returns on equity and earnings before income taxes, depreciation and amortization (“EBITDA”) multiples of similar companies, and comparable market transactions for equity securities.
Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2022 is summarized in the table below:
Asset or
Liability
Fair Value at
December 31, 2022
Principal Valuation
Technique/Methodology
Unobservable Input
Range (Weighted
Average)
Senior Secured Loans
Asset
$ $
1,212,842 32,572
Income Approach
Market Multiple (1)
Market Yield Comparable Multiple
9.4 %
–
18.2 % ( 12.0 %)
0.1 x- 21.4 x
( 12.4 x)
Equipment Financing
Asset
$ $
145,132 120,820
Income Approach
Market Multiple (2)
Market Yield Comparable Multiple
8.5 % – 9.7 % ( 9.7 %) 1.1 x- 1.4 x
( 1.2 x)
Preferred Equity
Asset
$
3,801
Income Approach
Market Yield
5.0 % –
5.0 % ( 5.0 %)
Common Equity/Equity Interests/Warrants
Asset
$ $
149,120 412,480
Market Multiple (3)
Market Approach
Comparable Multiple Return on Equity
7.8 x –
9.8 x ( 8.8 x) 6.6 % –
35.2 % ( 9.2 %)
(1)
Investments are valued using a sum-of-the
parts analysis, using expected revenue multiples for certain segments of the businesses and expected EBITDA multiples for certain segments of the businesses.
(2)
Includes $ 120,820 of investments valued using an implied
multiple.
(3)
Includes $ 676 of investments valued using a Black-Scholes model and $ 148,444 of investments valued using an EBITDA multiple.
Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2021 is summarized in the table below
:
Asset or
Liability
Fair Value at
December 31, 2021
Principal Valuation
Technique/Methodology
Unobservable Input
Range (Weighted
Average)
Senior Secured Loans
Asset
$ $
931,769 7,921
Income Approach Market Multiple (1)
Market Yield Comparable Multiple
4.0 % –
19.6 % ( 8.7 %) 2.0 x- 3.0 x( 2.5 x)/ 2.0 x-
3.0 x( 2.5 x)
Equipment Financing
Asset
$ $
144,693 129,102
Income Approach Market Approach
Market Yield Return on Equity
7.1 % –
20.3 % ( 9.8 %) 4.6 %- 4.6 %
( 4.6 %)
Preferred Equity
Asset
$
5,630
Income Approach
Market Yield
3.5 % –
8.0 % ( 4.4 %)
Common Equity/Equity Interests/Warrants
Asset
$ $
151,615 298,766
Market Multiple (2)
Market Approach
Comparable Multiple Return on Equity
5.8 x –
10.5 x ( 9.5 x) 6.1 % –
18.5 % ( 8.6 %)
2022 Unsecured Notes
Liability
$
150,000
Income Approach
Market Yield
2.2 % –
4.6 % ( 4.5 %)
(1)
Investments are valued using a sum-of-the
parts analysis, using expected EBITDA multiples (2x-3x)
for certain segments of the business and expected revenue multiples (2x-3x)
for certain segments of the business.
(2)
Includes $ 403 of investments valued using a Black-Scholes model and $ 151,212 of investments valued using an EBITDA multiple.
11 1
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
Significant increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs used in deriving bid-ask
spreads, if applicable, 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 Company’s investments.
Note 7. Debt
Our debt obligations consisted of the following as of December 31, 2022 and December 31, 2021:
December 31, 2022
December 31, 2021
Facility
Face Amount
Carrying Value
Face Amount
Carrying Value
Credit Facility
$
393,000
$
388,254
(1)
$
322,500
$
318,015
(1)
SPV Credit Facility
155,200
154,302
(2)
—
—
2022 Unsecured Notes
—
—
150,000
150,000
2022 Tranche C Notes
—
—
21,000
20,964
(3)
2023 Unsecured Notes
75,000
74,979
(4)
75,000
74,592
(4)
2024 Unsecured Notes
125,000
124,421
(5)
125,000
124,143
(5)
2025 Unsecured Notes
85,000
84,613
(6)
—
—
2026 Unsecured Notes
75,000
74,498
(7)
75,000
74,384
(7)
2027 Unsecured Notes
50,000
49,953
(8)
50,000
49,940
(8)
2027 Series F Unsecured Notes
135,000
134,978
(9)
—
—
$
1,093,200
$
1,085,998
$
818,500
$
812,038
(1)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 4,746
and $ 4,485
as of December 31, 2022 and December 31, 2021, respectively.
(2)
Carrying Value equals the Face Amount net of unamortized market discount of $ 898 as of December 31, 2022.
(3)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 36 as of December 31, 2021.
(4)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 21 and $ 408 as of December 31, 2022 and December 31, 2021, respectively.
(5)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 579 and $ 857 as of December 31, 2022 and December 31, 2021, respectively.
(6)
Carrying Value equals the Face Amount net of unamortized market discount of $ 387 as of December 31, 2022.
(7)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 502 and $ 616 as of December 31, 2022 and December 31, 2021, respectively.
(8)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 47 and $ 60 as of December 31, 2022 and December 31, 2021, respectively.
(9)
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 22 as of December 31, 2022.
Unsecured Notes
On April 1, 2022, the Company entered into an assumption agreement (the “Note Assumption Agreement”), effective as of the closing of the Mergers. The Note Assumption Agreement relates to the Company’s assumption of $ 85,000 in aggregate principal amount of five-year , 3.90 % senior unsecured notes, due March 31, 2025 (the “2025 Unsecured Notes”) and other obligations of SUNS under the Note Purchase Agreement, dated as of March 31, 2020 (the “Note Purchase Agreement”), among SUNS and certain institutional investors. Interest on the 2025 Unsecured Notes is due semi-annually on March 31 and September 30 . Pursuant to the Note Assumption Agreement, the Company expressly assumed on behalf of SUNS the due and punctual payment of the principal of (and premium, if any) and interest on all the 2025 Unsecured Notes outstanding, and the due and punctual performance and observance of every covenant and every condition of the Note Purchase Agreement, to be performed or observed by SUNS.
11 2
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
On January 6, 2022, the Company closed a private offering of $ 135,000 of the 2027 Series F Unsecured Notes with a fixed interest rate of 3.33 % and a maturity date of January 6, 2027 . Interest on the 2027 Series F Unsecured Notes is due semi-annually on January 6 and July 6 . The 2027 Series F Unsecured Notes were issued in a private placement only to qualified institutional buyers.
On September 14, 2021, the Company closed a private offering of $ 50,000 of the 2027 Unsecured Notes with a fixed interest rate of 2.95 % and a maturity date of March 14, 2027. Interest on the 2027 Unsecured Notes is due semi-annually on March 14 and September 14. The 2027 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
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. The 2022 Tranche C Notes were repaid in full at maturity.
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. The 2022 Unsecured Notes were repaid in full at maturity.
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. The 2022 Unsecured Notes were repaid in full at maturity.
Revolving and Term Loan Facilities
On April 1, 2022, the Company entered into an assumption agreement (the “CF Assumption Agreement”), effective as of the closing of the Mergers. The CF Assumption Agreement relates to the Company’s assumption of the Revolving Credit Facility, originally entered into on August 26, 2011 (as amended from time to time, the “SPV Credit Facility”), by and among SUNS SPV LLC (the “SUNS SPV”), a wholly-owned subsidiary of SUNS, acting as borrower, Citibank, N.A., acting as administrative agent and collateral agent, and the other parties thereto. Currently, the commitment under the SPV Credit Facility is $ 225,000 ; however, the commitment can also be expanded up to $ 600,000 . The stated interest rate on the SPV Credit Facility is LIBOR plus 2.00 %- 2.50 %
with no LIBOR floor requirement and the current final maturity date is June 1, 2026 . The SPV Credit Facility is secured by all of the assets held by SUNS SPV. Under the terms of the SPV Credit Facility and related transaction documents, the Company as successor to SUNS, and SUNS SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The SPV Credit Facility also includes usual and customary events of default for credit facilities of this nature. At December 31, 2022, outstanding USD equivalent borrowings under the SPV Credit Facility totaled $ 155,200 .
11 3
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
On December 28, 2021, the Company closed on Amendment No. 1 to its August 28, 2019 senior secured credit agreement (the “Credit Facility”). Following the amendment and a November 2022 upsizing, the Credit Facility is composed of $ 625,000 of revolving credit and $ 100,000 of term loans. Borrowings generally bear interest at a rate per annum equal to the base rate plus a range of 1.75 %- 2.00 %
or the alternate base rate plus 0.75 %- 1.00 %.
The Credit Facility has a 0% floor and matures in December 2026 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 shareholder’s equity and a minimum asset coverage ratio. At December 31, 2022, outstanding USD equivalent borrowings under the Credit Facility totaled $ 393,000 , composed of $ 293,000 of revolving credit and $ 100,000 of term loans.
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 average annualized interest cost for all borrowings for the year ended December 31, 2022 and the year ended December 31, 2021 was 4.09 % and 3.64 %, 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 SPV Credit Facility, the 2022 Unsecured Notes, the 2022 Tranche C Notes, the 2023 Unsecured Notes, the 2024 Unsecured Notes, the 2025 Unsecured Notes, the 2026 Unsecured Notes, the 2027 Unsecured Notes and the 2027 Series F Unsecured Notes (collectively the “Debt Instruments”), if any. The maximum amounts borrowed on the Debt Instruments during the year ended December 31, 2022 and the year ended December 31, 2021 were $ 1,164,200 and $ 902,550 , respectively.
Note 8(a). Income Tax Information and Distributions to Stockholders
The tax character of distributions for the fiscal years ended December 31, 2022, 2021 and 2020 were as follows (1):
2022
2021
2020
Ordinary income
$
50,113
59.2
%
$
41,221
59.5
%
$
48,795
70.4
%
Capital gains
—
0.0
%
—
0.0
%
—
0.0
%
Return of capital
27,099
32.0
%
28,087
40.5
%
20,513
29.6
%
Distribution recognized in subsequent year
7,481
8.8
%
—
0.0
%
—
0.0
%
Total distributions
$
84,693
100.0
%
$
69,308
100.0
%
$
69,308
100.0
%
As of December 31, 2022, 2021 and 2020 the total accumulated earnings (loss) on a tax basis were as follows (1):
2022
2021
2020
Undistributed ordinary income
$
—
$
—
$
—
Undistributed long-term net capital gains
—
—
—
Total undistributed net earnings
—
—
—
Post-October capital losses
—
—
—
Capital loss carryforward
( 127,348
) (2)
( 68,857
)
( 69,384
)
Other book/tax temporary differences
( 53,223
)
2,332
2,168
Net unrealized appreciation
17,187
19,495
4,446
Total tax accumulated loss
$
( 163,384
)
$
( 47,030
)
$
( 62,770
)
(1)
Tax information for the fiscal years ended December 31, 2022, 2021 and 2020 are/were estimates and are not final until the Company files its tax returns, typically in September or October each year.
(2)
Includes capital loss carryforward acquired from the Mergers which is subject to limitations under IRC Sections 381-384.
11 4
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
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 no t
have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25
no r
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 2019 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, 2022, 2021 and 2020, 0.00 %, 0.32 % and 0.10 %, 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, 2022, 2021, and 2020, 88.05 %, 93.05 % and 92.05 %, respectively, of each of the distributions paid during the year represent interest-related dividends. For the fiscal years ended December 31, 2022, 2021 and 2020, no ne of the distributions represent short-term capital gains dividends.
Note 9. Financial Highlights
The following is a schedule of financial highlights for the respective years:
Year ended
December 31,
2022
Year ended
December 31,
2021
Year ended
December 31,
2020
Year ended
December 31,
2019
Year ended
December 31,
2018
Per Share Data: (a)
Net asset value, beginning of year
$
19.93
$
20.16
$
21.44
$
21.75
$
21.81
Net investment income
1.48
1.44
1.40
1.71
1.77
Net realized and unrealized loss
( 1.13
)*
( 0.03
)
( 1.04
)
( 0.38
)
( 0.19
)
Net increase in net assets resulting from operations
0.35
1.41
0.36
1.33
1.58
Issuance of common stock in connection with the Mergers
( 0.33
)
—
—
—
—
Anti-dilution
0.02
—
—
—
—
Distributions to stockholders (see note 8a):
From distributable earnings
( 1.12
)
( 0.98
)
( 1.15
)
( 1.55
)
( 1.64
)
From return of capital
( 0.52
)
( 0.66
)
( 0.49
)
( 0.09
)
—
Net asset value, end of year
$
18.33
$
19.93
$
20.16
$
21.44
$
21.75
Per share market value, end of year
$
13.91
$
18.43
$
17.51
$
20.62
$
19.19
Total Return(b)
( 16.09
%)
14.66
%
( 5.72
%)
16.22
%
2.77
%
Net assets, end of year
$
999,731
$
842,281
$
852,023
$
905,880
$
919,171
Shares outstanding, end of year
54,555,380
42,260,826
42,260,826
42,260,826
42,260,826
Ratios to average net assets:
Net investment income
7.76
%
7.13
%
6.93
%
7.83
%
8.10
%
Operating expenses
5.60
%**
5.68
%
4.14
%
5.76
%
5.83
%
Interest and other credit facility expenses
4.68
%
3.50
%
3.18
%
3.13
%
2.67
%
Total expenses
10.28
%**
9.18
%
7.32
%
8.89
%
8.50
%
Average debt outstanding
$
994,578
$
703,670
$
556,104
$
561,249
$
508,445
Portfolio turnover ratio
27.4
%
29.9
%
26.0
%
24.1
%
39.3
%
(a)
Calculated using the average shares outstanding method, except for the issuance of common stock in connection with the Mergers, which reflects the actual amount per share for the applicable period.
(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.
*
The amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of the Mergers.
**
The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is shown net of the performance-based incentive fee waiver (see note 3). For the year ended December 31, 2022, the ratios of operating expenses to average net assets and total expenses to average net assets would be 5.75 % and 10.43 %, respectively, without the performance-based incentive fee waiver.
11 5
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
Note 10. SLR Credit Solutions
On December 28, 2012, we acquired an equity interest in Crystal Capital Financial Holdings LLC (“Crystal Financial”) for $ 275,000 in cash. Crystal Financial owned approximately 98 % of the outstanding ownership interest in SLR Credit Solutions (“SLR Credit”), f/k/a Crystal Financial LLC. The remaining financial interest was held by various employees of SLR Credit, through their investment in Crystal Management LP. SLR Credit 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 LP’s approximately 2 % equity interest in SLR Credit for approximately $ 5,737 . Upon the closing of this transaction, the Company holds 100 % of the equity interest in SLR Credit. On September 30, 2016, Crystal Capital Financial Holdings LLC was dissolved. As of December 31, 2022, total commitments to the revolving credit facility are $ 285,000 .
As of December 31, 2022 SLR Credit had 29 funded commitments to 25 different issuers with total funded loans of approximately $ 439,484 on total assets of $ 460,683 . As of December 31, 2021 SLR Credit had 22 funded commitments to 19 different issuers with total funded loans of approximately $ 287,375 on total assets of $ 347,821 . As of December 31, 2022 and December 31, 2021, the largest loan outstanding totaled $ 33,420 and $ 35,000 , respectively. For the same periods, the average exposure per issuer was $ 17,579 and $ 15,125 , respectively. SLR Credit’s credit facility, which is non-recourse
to the Company, had approximately $ 224,325 and $ 100,742 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022, 2021 and 2020 SLR Credit had net income of $ 7,521 , $ 14,164 and $ 23,293 , respectively, on gross income of $ 30,324 , $ 33,993 and $ 45,315 , respectively. Due to timing and non-cash
items, there may be material differences between GAAP net income and cash available for distributions. SLR Credit’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form 10
-K.
116
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
Note 11. Commitments and Contingencies
Off-Balance
Sheet Arrangements
The Company had unfunded debt and equity commitments to various revolving and delayed-draw term loans as well as to SLR Credit and SLR Healthcare. The total amount of these unfunded commitments as of December 31, 2022 and December 31, 2021 is $ 323,663 and $ 226,733 , respectively, comprised of the following:
December 31,
2022
December 31,
2021
SLR Credit Solutions*
$
44,263
$
44,263
Outset Medical, Inc
35,084
—
Apeel Technology, Inc
32,786
—
CC SAG Holdings Corp. (Spectrum Automotive)
20,670
18,827
Human Interest, Inc
20,104
—
Glooko, Inc
17,868
25,091
World Insurance Associates, LLC
17,117
—
iCIMS, Inc
11,435
—
Spectrum Pharmaceuticals, Inc
8,771
—
Arcutis Biotherapeutics, Inc
8,356
43,470
Atria Wealth Solutions, Inc
8,215
3,746
Ardelyx, Inc
7,752
—
Luxury Asset Capital, LLC
7,500
—
RSC Acquisition, Inc
7,498
—
Cerapedics, Inc
6,735
—
Maurices, Incorporated
4,314
5,649
Kaseya, Inc
3,936
—
Vessco Midco Holdings, LLC
3,892
—
Copper River Seafoods, Inc
3,595
—
BDG Media, Inc
3,546
—
Meditrina, Inc
3,367
—
One Touch Direct, LLC
3,069
7,226
DeepIntent, Inc
3,049
—
Foundation Consumer Brands, LLC
3,009
2,269
SCP Eye Care, LLC
2,771
—
Basic Fun, Inc
2,675
1,935
Kid Distro Holdings, LLC
2,650
2,650
Plastics Management, LLC
2,424
—
Southern Orthodontic Partners Management, LLC
1,918
—
Pediatric Home Respiratory Services, LLC
1,805
—
Pinnacle Treatment Centers, Inc
1,745
1,414
Ultimate Baked Goods Midco LLC
1,636
801
Orthopedic Care Partners Management, LLC
1,620
—
Ivy Fertility Services, LLC
1,571
4,532
Composite Technology Acquisition Corp
1,537
—
NAC Holdings Corporation
1,479
4,765
SLR Healthcare ABL*
1,400
—
SPAR Marketing Force, Inc
1,338
—
RxSense Holdings LLC
1,250
—
Erie Construction Mid-west,
LLC
1,248
—
Peter C. Foy & Associates Insurance Services, LLC
1,094
—
American Teleconferencing Services, Ltd
1,090
573
Montefiore Nyack Hospital
1,034
—
Enverus Holdings, Inc
1,004
—
SLR Equipment Finance
1,000
5,000
SunMed Group Holdings, LLC
843
828
GSM Acquisition Corp
784
—
Tilley Distribution, Inc
525
—
BayMark Health Services, Inc
391
—
High Street Buyer, Inc
327
—
TAUC Management, LLC
294
—
ENS Holdings III Corp, LLC
144
—
All State Ag Parts, LLC
135
—
BridgeBio Pharma, Inc
—
23,049
Inszone Mid, LLC
—
12,465
Rezolute, Inc
—
5,675
SOC Telemed, Inc
—
4,448
RQM+ Corp
—
3,818
MMIT Holdings, LLC
—
2,009
Neuronetics, Inc
—
2,230
Total Commitments
$
323,663
$
226,733
*
The Company controls the funding of the SLR Credit Solutions and SLR Healthcare ABL commitments and may cancel them at its discretion.
11 7
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
In addition to the above, please see SLR Senior Lending Program LLC herein where the Company has a remaining equity commitment of $ 40,500 in which the Company also controls such funding. The credit agreements of the above loan commitments contain customary lending provisions and/or are subject to the portfolio company’s achievement of certain milestones that allow relief to the Company from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company. As of December 31, 2022 and December 31, 2021, the Company had sufficient cash available and/or liquid securities available to fund its commitments and had reviewed them for any appropriate
fair value adjustment.
Note 12. SLR Equipment Finance
On July 31, 2017, we acquired a 100 % equity interest in NEF Holdings, LLC, which conducts its business through its wholly-owned subsidiary Nations Equipment Finance, LLC. Effective February 25, 2021, Nations Equipment Finance, LLC and its related companies are doing business as SLR Equipment Finance (“SLR Equipment”). SLR Equipment 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 SLR Equipment 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 SLR Equipment through NEFPASS LLC. Concurrent with the transaction, SLR Equipment 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, SLR Equipment 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 .
As of December 31, 2022, SLR Equipment had 131 funded equipment-backed leases and loans to 59 different customers with a total net investment in leases and loans of approximately $ 190,830 on total assets of $ 241,813 . As of December 31, 2021, SLR Equipment had 135 funded equipment-backed leases and loans to 61 different customers with a total net investment in leases and loans of approximately $ 210,986 on total assets of $ 264,007 . As of December 31, 2022 and December 31, 2021, the largest position outstanding totaled $ 19,259 and $ 19,207 , respectively. For the same periods, the average exposure per customer was $ 3,234 and $ 3,459 , respectively. SLR Equipment’s credit facility, which is non-recourse
to the Company, had approximately $ 114,977 and $ 118,002 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022, 2021 and 2020, SLR Equipment had net losses of $ 2,867 , $ 9,729 and $ 8,883 , respectively on gross income of $ 20,380 , $ 22,931 and $ 24,512 , respectively. Due to timing and non-cash
items, there may be material differences between GAAP net income and cash available for distributions. SLR Equipment’s consolidated financial statements for the fiscal years ended December 31, 2022 and December
31, 2021 are
attached as an exhibit to this annual report on Form 10-K.
Note 13. Capital Share Transactions
As of December 31, 2022 and December 31, 2021, 200,000,000 shares of $ 0.01 par value capital stock were authorized
.
Transactions in capital stock were as follows:
Shares
Amount
For the year ended
December 31, 2022
For the year ended
December 31, 2021
For the year ended
December 31, 2022
For the year ended
December 31, 2021
Shares issued in connection with the Mergers
12,511,825
—
$
226,839
$
—
Shares repurchased
( 217,271
)
—
( 3,038
)
—
Net increase
12,294,554
—
$
223,801
$
—
11 8
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2021
(in thousands, except share amounts)
Note 14. Kingsbridge Holdings, LLC
On November 3, 2020, the Company acquired 87.5 % of the equity securities of Kingsbridge Holdings, LLC (“KBH”) through KBH Topco LLC (“KBHT”), a 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 KBHT’s equity and $ 80,000 in KBH’s debt. The existing management team of KBH committed to continuing to lead KBH after the transaction. Following the transaction, the Company owns 87.5 % of KBHT equity and the KBH management team owns the remaining 12.5 % of KBHT’s equity.
As of December 31, 2022 and December 31, 2021, KBHT had total assets of $ 777,151 and $ 738,425 , respectively. For the same periods, debt recourse to KBHT totaled $ 222,094 and $ 216,881 , respectively, and non-recourse
debt totaled $ 353,128 and $ 323,844 , respectively. None of the debt is recourse to the Company. For the years ended December 31, 2022, December 31, 2021 and for the period November 3, 2020 through December 31, 2020, KBHT had net income of $ 13,287 , $ 12,151 and $ 2,170 , respectively, on gross income of $ 298,760 , $ 245,889 and $ 43,618 , respectively. Due to timing and non-cash
items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in KBHT’s 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. KBHT’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report
on Form 10 -
K.
Note 15. SLR Healthcare ABL
SUNS acquired an equity interest in SLR Healthcare ABL, f/k/a Gemino Healthcare Finance, LLC (“SLR Healthcare”) on September 30, 2013. SLR Healthcare is a commercial finance company that originates, underwrites, and manages primarily secured, asset-based loans for small and mid-sized
companies operating in the healthcare industry. SUNS initial investment in SLR Healthcare ABL was $ 32,839 . The management team of SLR Healthcare co-invested
in the transaction and continues to lead SLR Healthcare. As of September 30, 2022, SLR Healthcare’s management team and the Company own approximately 7 % and 93 % of the equity in SLR Healthcare, respectively. SLRC acquired SLR Healthcare in connection with the Mergers on April 1, 2022.
Concurrent with the closing of the transaction, SLR Healthcare entered into a new, four-year , non-recourse,
$ 100,000 credit facility with non-affiliates,
which was expandable to $ 150,000 under its accordion feature. Effective March 31, 2014, the credit facility was expanded to $ 105,000 and again on June 27, 2014 to $ 110,000 . On May 27, 2016, SLR Healthcare entered into a new $ 125,000 credit facility which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $ 200,000 and had a maturity date of May 27, 2020 . On June 28, 2019, this $ 125,000 facility was amended, extending the maturity date to June 28, 2023 .
SLR Healthcare currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of December 31, 2022, the portfolio totaled approximately $ 242,106 of commitments with a total net investment in loans of $ 92,383 on total assets of $ 108,705 . As of December 31, 2021, the portfolio totaled approximately $ 183,501 of commitments with a total net investment in loans of $ 81,604 on total assets of $ 91,275 . At December 31, 2022, the portfolio consisted of 41 issuers with an average balance of approximately $ 2,253 versus 36 issuers with an average balance of approximately $ 2,267 at December 31, 2021. All of the commitments in SLR Healthcare’s portfolio are floating-rate, senior-secured, cash-pay
loans. SLR Healthcare’s credit facility, which is non-recourse
to us, had approximately $ 77,000 and $ 60,000 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022, 2021 and 2020, SLR Healthcare had net income of $ 3,475 , $ 662 and $ 4,289 , respectively, on gross income of $ 11,593 , $ 10,052 and $ 10,367 , respectively. Due to timing and non-cash
items, there may be material differences between GAAP net income and cash available for distributions. SLR Healthcare’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form 10-K.
1 19
Table of Contents
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
Note 16. SLR Business Credit
SUNS acquired 100 % of the equity interests of North Mill Capital LLC (“NMC”) on October 20, 2017. NMC is a leading asset-backed lending commercial finance company that provides senior secured asset-backed financings to U.S. based small-to-medium-sized
businesses primarily in the manufacturing, services and distribution industries. SUNS invested approximately $ 51,000 to effect the transaction. Subsequently, SUNS contributed 1 % of its equity interest in NMC to ESP SSC Corporation. Immediately thereafter, SUNS and ESP SSC Corporation contributed their equity interests to NorthMill LLC (“North Mill”). On May 1, 2018, North Mill merged with and into NMC, with NMC being the surviving company. SUNS and ESP SSC Corporation then owned 99 % and 1 % of the equity interests of NMC, respectively. The management team of NMC continues to lead NMC. On June 28, 2019, North Mill Holdco LLC (“NM Holdco”), a newly formed entity and ESP SSC Corporation acquired 100 % of Summit Financial Resources, a Salt Lake City-based provider of asset-backed financing to small and medium-sized
businesses. As part of this transaction, SUNS 99 % interest in the equity of NMC was contributed to NM Holdco. This approximately $ 15,500 transaction was financed with borrowings on NMC’s credit facility. Effective February 25, 2021, NMC and its related companies are doing business as SLR Business Credit. On June 3, 2021, NMC acquired 100 % of Fast Pay Partners LLC, a Los Angeles-based provider of asset-backed financing to digital media companies. The transaction purchase price of $ 66,671 was financed with equity from SUNS of $ 19,000 and borrowings on NMC’s credit facility of $ 47,671 . SLRC acquired SLR Business Credit in connection with the Mergers on April 1, 2022.
SLR Business Credit currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of December 31, 2022, the portfolio totaled approximately $ 603,432 of commitments, of which $ 286,006 were funded, on total assets of $ 332,247 . As of December 31, 2021, the portfolio totaled approximately $ 513,869 of commitments, of which $ 248,652 were funded, on total assets of $ 290,794 . At December 31, 2022, the portfolio consisted of 108 issuers with an average balance of approximately $ 2,648 versus 125 issuers with an average balance of approximately $ 1,989 at December 31, 2021. NMC has a senior credit facility with a bank lending group for $ 285,307
which expires on
November 13, 2025 . Borrowings are secured by substantially all of NMC’s assets. NMC’s credit facility, which is
non-recourse
to us, had
approximately $
214,425 and $
183,252 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022, 2021 and 2020, SLR Business Credit had net income of $
3,941 , $
7,295 and $
4,512 , respectively, on gross income of $
29,433 , $
24,021 and $
19,715 , respectively. Due to timing and
non-cash
items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in SLR Business Credit’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that SLR Business Credit will be able to maintain consistent dividend payments to us. SLR Business Credit’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual
report
on Form
10-K.
Note 17. Merger with SUNS
On April 1, 2022, the Company completed its previously announced acquisition of SUNS. Pursuant to the Merger Agreement, Merger Sub was first merged with and into SUNS, with SUNS as the surviving corporation, and, immediately following the Merger, SUNS was then merged with and into the Company, with the Company as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time of the Mergers, each outstanding share of SUNS’s common stock was converted into the right to receive 0.7796 shares of the Company’s common stock (with SUNS’s stockholders receiving cash in lieu of fractional shares of the Company’s common stock). As a result of the Mergers, the Company issued an aggregate of 12,511,825 shares of its common stock to former SUNS stockholders.
The Mergers are accounted for as an asset acquisition of SUNS by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50,
Business Combinations – Related Issues, with the fair value of total consideration paid in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying”
assets (for example cash) and does not give rise to goodwill. The Company is the accounting survivor of the Mergers. The Mergers were considered a tax-free
reorganization and the historical cost basis of the acquired SUNS investments are carried forward for tax purposes. Prior to the Mergers, SUNS was also managed by the Investment Adviser.
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SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Mergers:
Common stock issued by the Company (1)
$
227,602
Assets acquired:
Investments, at fair value
$
400,105
Cash
2,313
Other assets
4,662
Total assets acquired
$
407,080
Liabilities assumed:
Debt, at fair value
$
159,816
Other liabilities
2,573
Total liabilities assumed
$
162,389
Net assets acquired
$
244,691
Total purchase discount
$
( 17,089
)
(1)
Based on the market price at closing of $ 18.13 , adjusted for transaction costs.
Letter Agreement
On April 1, 2022, in connection with the consummation of the Mergers, the Company entered into a letter agreement (the “Letter Agreement”) pursuant to which the Investment Adviser voluntarily agreed to a permanent 25 basis point reduction of the annual base management fee rate payable by the Company to the Investment Adviser pursuant to the Advisory Agreement, resulting in an annual base management fee rate payable by the Company to the Investment Adviser of 1.50 % on gross assets up to 200 % of the Company’s total net assets. The Company retained the annual base management fee rate payable by the Company to the Investment Adviser of 1.00 % on gross assets that exceed 200 % of the Company’s total net assets.
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SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
Note 18. Stock Repurchase Program
On May 3, 2022, our Board authorized a program for the purpose of repurchasing up to $ 50,000 of our outstanding shares of common stock. Under the repurchase program, we may, but are not obligated to, repurchase shares of our outstanding common stock in the open market from time to time provided that we comply with our code of ethics and the guidelines specified in Rule 10b-18
of the 1934 Act, including certain price, market volume and timing constraints. In addition, any repurchases will be conducted in accordance with the 1940 Act. Unless amended or extended by our Board, we expect the repurchase program to be in place until the earlier of May 1, 2023 or until $50,000 of our outstanding shares of common stock have been repurchased. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions. There are no assurances that we will engage in any repurchases beyond what is reported herein. During the fiscal year ended December 31, 2022, the Company repurchased 217,271 shares at an average price of approximately $ 13.98 per share, inclusive of commissions. The total dollar amount of shares repurchased was $ 3,038 .
Note 19. SLR Senior Lending Program LLC
On October 12, 2022, the Company entered into an amended and restated limited liability company agreement with Sunstone Senior Credit L.P. (the “Investor”) to create a joint venture vehicle, SLR Senior Lending Program LLC (“SSLP”). SSLP is expected to invest primarily in senior secured cash flow loans. The Company and the Investor each have made initial equity commitments of $ 50,000 , resulting in a total equity commitment of $ 100,000 . Investment decisions and all material decisions in respect of SSLP must be approved by representatives of the Company and the Investor.
On December 1, 2022, SSLP commenced operations. On December 12, 2022, SSLP as servicer and SLR Senior Lending Program SPV LLC (“SSLP SPV”), a newly formed wholly owned subsidiary of SSLP, as borrower entered into a $ 100,000 senior secured revolving credit facility (the “SSLP Facility”) with Goldman Sachs Bank USA acting as administrative agent. The SSLP Facility is scheduled to mature on December 12, 2027 . The SSLP Facility generally bears interest at a rate of SOFR plus 3.25 %. SSLP and SSLP SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The SSLP Facility also includes usual and customary events of default for credit facilities of this nature. There were no borrowings during the period December 12, 2022 to December 31, 2022. As of December 31, 2022 the Company and the Investor had contributed combined equity capital in the amount of $ 19,000 . As of December 31, 2022, the Company and the Investors’ remaining commitments to SSLP totaled $ 40,500 and $ 40,500 , respectively. The Company, along with the Investor, controls the funding of SSLP and SSLP may not call the unfunded commitments of the Company or the Investor without the approval of both the Company and the Investor.
As of December 31, 2022, SSLP had total assets of $ 19,105 . SSLP’s portfolio consisted of floating rate senior secured loans to seven (7) different borrowers. For the period December 1, 2022 (commencement of operations) through December 31, 2022, SSLP invested $ 18,100 in seven (7) portfolio companies. Investments prepaid totaled $ 68 for the same period.
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SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
SSLP Portfolio as of December 31, 2022
Description
Industry
Spread
Above
Index (1)
Floor
Interest
Rate (2)
Maturity
Date
Par
Amount
Cost
Fair
Value (3)
Atria Wealth Solutions, Inc. (4)
Diversified Financial
Services
S+600
1.00
%
10.84
%
2/29/24
$
2,494
$
2,494
$
2,494
BayMark Health Services, Inc. (4)
Health Care Providers &
Services
L+500
1.00
%
9.73
%
6/11/27
2,992
2,992
2,992
ENS Holdings III Corp. & ES Opco USA LLC (4)
Trading Companies &
Distributors
L+475
1.00
%
9.43
%
12/31/25
1,097
1,097
1,097
Foundation Consumer Brands, LLC (4)
Personal Products
L+550
1.00
%
10.15
%
2/12/27
2,963
2,963
2,963
High Street Buyer, Inc. (4)
Insurance
L+600
0.75
%
10.73
%
4/16/28
2,494
2,494
2,494
Ivy Fertility Services, LLC (4)
Health Care Providers &
Services
L+625
1.00
%
10.39
%
2/25/26
3,000
3,000
3,030
Kid Distro Holdings, LLC (4)
Software
L+575
1.00
%
10.48
%
10/1/27
2,992
2,992
2,992
$
18,032
$
18,062
(1)
Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or SOFR. These instruments are typically subject to a LIBOR or SOFR floor.
(2)
Floating rate debt investments typically bear interest at a rate determined by reference to either the LIBOR (“L”) or SOFR (“S”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2022.
(3)
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.
(4)
The Company also holds this security on its Consolidated Statements of Assets and Liabilities.
Below is certain summarized financial information for SSLP as of December 31, 2022 and for the period December 1, 2022 (commencement of operations) through December 31, 2022:
December 31,
2022
Selected Balance Sheet Information for SSLP:
Investments at fair value (cost $18,032)
$
18,062
Cash and other assets
1,043
Total assets
$
19,105
Debt outstanding
$
—
Interest payable and other credit facility related expenses
165
Accrued expenses and other payables
89
Total liabilities
$
254
Members’ equity
$
18,851
Total liabilities and members’ equity
$
19,105
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SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2022
(in thousands, except share amounts)
For the Period
December 1, 2022
(commencement of
operations) through
December 31, 2022
Selected Income Statement Information for SSLP:
Interest income
$
152
Service fees*
$
4
Interest and other credit facility expenses
166
Organizational costs
73
Other general and administrative expenses
88
Total expenses
331
Net investment loss
$
( 179
)
Realized gain on investments
—
Net change in unrealized gain on investments
30
Net realized and unrealized gain on investments
30
Net loss
$
( 149
)
*
Service fees are included within the Company’s Consolidated Statements of Operations as other income.
Note 20. 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 January 10, 2023, the Board declared a monthly distribution
of $ 0.136667 per share payable on February 2, 2023 to holders of record as of January 26, 2023.
On February 2, 2023, the Board declared a monthly distribution of
$ 0.136667 per share payable on March 1, 2023 to holders of record as of February 16, 2023.
On February 28, 2023, the Board declared a monthly distribution
of $ 0.136667 per share payable on April 4, 2023 to holders of record as of March 23, 2023.
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Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.