--12-31 false0001418076Q3NYhttp://slrinvestmentcorp.com/20240930#NetChangeInUnrealizedGainLossOnInvestmentshttp://slrinvestmentcorp.com/20240930#NetChangeInUnrealizedGainLossOnInvestments0001418076ck0001418076:InternetSoftwareAndServicesMember2024-09-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended September 30, 2024
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 814-00754
SLR INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
| | |
Maryland |
| 26-1381340 |
(State of Incorporation) |
| (I.R.S. Employer Identification No.) |
500 Park Avenue New York, N.Y. |
| 10022 |
(Address of principal executive offices) |
| (Zip Code) |
(212) 993-1670
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share |
| SLRC |
| The NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
| ☒ |
| Accelerated filer |
| ☐ |
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|
Non-accelerated filer |
| ☐ |
| Smaller reporting company |
| ☐ |
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|
Emerging growth company |
| ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒
The number of shares of the registrant’s Common Stock, $0.01 par value, outstanding as of November 4, 2024 was 54,554,634.
SLR INVESTMENT CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024
TABLE OF CONTENTS
| | | | |
| | PAGE |
| | |
PART I. FINANCIAL INFORMATION | | |
| | | |
Item 1. | | Financial Statements | | |
| | | |
| | Consolidated Statements of Assets and Liabilities as of September 30, 2024 (unaudited) and December 31, 2023 | | 3 |
| | | |
| | Consolidated Statements of Operations for the three and nine months ended September 30, 2024 (unaudited) and the three and nine months ended September 30, 2023 (unaudited) | | 4 |
| | | |
| | Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2024 (unaudited) and the three and nine months ended September 30, 2023 (unaudited) | | 5 |
| | | |
| | Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 (unaudited) and the nine months ended September 30, 2023 (unaudited) | | 6 |
| | | |
| | Consolidated Schedule of Investments as of September 30, 2024 (unaudited) | | 7 |
| | | |
| | Consolidated Schedule of Investments as of December 31, 2023 | | 18 |
| | | |
| | Notes to Consolidated Financial Statements (unaudited) | | 29 |
| | | |
| | Report of Independent Registered Public Accounting Firm | | 51 |
| | | |
Item 2. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 52 |
| | | |
Item 3. | | Quantitative and Qualitative Disclosures About Market Risk | | 73 |
| | | |
Item 4. | | Controls and Procedures | | 74 |
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PART II. OTHER INFORMATION | | |
| | | |
Item 1. | | Legal Proceedings | | 75 |
| | | |
Item 1A. | | Risk Factors | | 75 |
| | | |
Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | | 76 |
| | | |
Item 3. | | Defaults Upon Senior Securities | | 76 |
| | | |
Item 4. | | Mine Safety Disclosures | | 76 |
| | | |
Item 5. | | Other Information | | 76 |
| | | |
Item 6. | | Exhibits | | 77 |
| | | |
| | Signatures | | 78 |
PART I. FINANCIAL INFORMATION
In this Quarterly Report, “Company,” “we,” “us,” and “our” refer to SLR Investment Corp. unless the context states otherwise.
Item 1. Financial Statements
SLR INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share amounts)
| | | | | | | | |
| | September 30, 2024 (unaudited) | | | December 31, 2023 | |
Assets | | | | | | |
Investments at fair value: | | | | | | |
Companies less than 5% owned (cost: $1,096,486 and $1,260,205, respectively) | | $ | 1,107,241 | | | $ | 1,271,442 | |
Companies 5% to 25% owned (cost: $102,661 and $60,064, respectively) | | | 90,259 | | | | 44,250 | |
Companies more than 25% owned (cost: $905,374 and $870,128, respectively) | | | 874,528 | | | | 839,074 | |
Cash | | | 22,959 | | | | 11,864 | |
Cash equivalents (cost: $322,674 and $332,290, respectively) | | | 322,674 | | | | 332,290 | |
Dividends receivable | | | 12,151 | | | | 11,768 | |
Interest receivable | | | 10,459 | | | | 11,034 | |
Receivable for investments sold | | | 1,870 | | | | 1,538 | |
Prepaid expenses and other assets | | | 771 | | | | 608 | |
Total assets | | $ | 2,442,912 | | | $ | 2,523,868 | |
Liabilities | | | | | | |
Debt ($1,111,827 and $1,183,250 face amounts, respectively, reported net of unamortized debt issuance costs of $9,873 and $5,473, respectively. See note 7) | | $ | 1,101,954 | | | $ | 1,177,777 | |
Payable for investments and cash equivalents purchased | | | 322,694 | | | | 332,290 | |
Management fee payable (see note 3) | | | 7,893 | | | | 8,027 | |
Performance-based incentive fee payable (see note 3) | | | 6,036 | | | | 5,864 | |
Interest payable (see note 7) | | | 6,303 | | | | 7,535 | |
Administrative services payable (see note 3) | | | 2,502 | | | | 1,969 | |
Other liabilities and accrued expenses | | | 2,845 | | | | 3,767 | |
Total liabilities | | $ | 1,450,227 | | | $ | 1,537,229 | |
Commitments and contingencies (see note 9) | | | | | | |
Net Assets | | | | | | |
Common stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized, respectively, and 54,554,634 and 54,554,634 shares issued and outstanding, respectively | | $ | 546 | | | $ | 546 | |
Paid-in capital in excess of par | | | 1,117,930 | | | | 1,117,930 | |
Accumulated distributable net loss | | | (125,791 | ) | | | (131,837 | ) |
Total net assets | | $ | 992,685 | | | $ | 986,639 | |
Net Asset Value Per Share | | $ | 18.20 | | | $ | 18.09 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except share amounts)
| | | | | | | | | | | | | | | |
| Three months ended | | | Nine months ended | |
| September 30, 2024 | | | September 30, 2023 | | | September 30, 2024 | | | September 30, 2023 | |
INVESTMENT INCOME: | | | | | | | | | | | |
Interest: | | | | | | | | | | | |
Companies less than 5% owned | $ | 41,068 | | | $ | 43,696 | | | $ | 122,087 | | | $ | 122,301 | |
Companies 5% to 25% owned | | 926 | | | | 816 | | | | 2,613 | | | | 1,081 | |
Companies more than 25% owned | | 3,379 | | | | 2,879 | | | | 10,023 | | | | 8,404 | |
Dividends: | | | | | | | | | | | |
Companies 5% to 25% owned | | 91 | | | | — | | | 91 | | | | — | |
Companies more than 25% owned | | 12,487 | | | | 11,429 | | | | 37,196 | | | | 33,782 | |
Other income: | | | | | | | | | | | |
Companies less than 5% owned | | 1,688 | | | | 735 | | | | 4,446 | | | | 3,814 | |
Companies more than 25% owned | | 132 | | | | 86 | | | | 392 | | | | 143 | |
Total investment income | | 59,771 | | | | 59,641 | | | | 176,848 | | | | 169,525 | |
EXPENSES: | | | | | | | | | | | |
Management fees (see note 3) | | 7,893 | | | | 8,051 | | | | 23,650 | | | | 23,635 | |
Performance-based incentive fees (see note 3) | | 6,077 | | | | 5,796 | | | | 18,097 | | | | 16,943 | |
Interest and other credit facility expenses (see note 7) | | 18,913 | | | | 19,874 | | | | 55,280 | | | | 53,002 | |
Administrative services expense (see note 3) | | 1,392 | | | | 1,575 | | | | 4,144 | | | | 4,563 | |
Other general and administrative expenses | | 1,189 | | | | 1,161 | | | | 3,290 | | | | 3,610 | |
Total expenses | | 35,464 | | | | 36,457 | | | | 104,461 | | | | 101,753 | |
Performance-based incentive fees waived (see note 3) | | (41 | ) | | | (175 | ) | | | (131 | ) | | | (410 | ) |
Net expenses | | 35,423 | | | | 36,282 | | | | 104,330 | | | | 101,343 | |
Net investment income | $ | 24,348 | | | $ | 23,359 | | | $ | 72,518 | | | $ | 68,182 | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND CASH EQUIVALENTS: | | | | | | | | | | | |
Net realized loss on investments and cash equivalents (companies less than 5% owned) | $ | (2,748 | ) | | $ | (30,951 | ) | | $ | (2,508 | ) | | $ | (29,766 | ) |
Net change in unrealized gain (loss) on investments and cash equivalents: | | | | | | | | | | | |
Companies less than 5% owned | | (4,027 | ) | | | 33,439 | | | | (480 | ) | | | 24,349 | |
Companies 5% to 25% owned | | 3,411 | | | | 1,065 | | | | 3,412 | | | | (2,151 | ) |
Companies more than 25% owned | | 1,065 | | | | 35 | | | | 206 | | | | (7,848 | ) |
Net change in unrealized gain (loss) on investments and cash equivalents | | 449 | | | | 34,539 | | | | 3,138 | | | | 14,350 | |
Net realized and unrealized gain (loss) on investments and cash equivalents | | (2,299 | ) | | | 3,588 | | | | 630 | | | | (15,416 | ) |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 22,049 | | | $ | 26,947 | | | $ | 73,148 | | | $ | 52,766 | |
EARNINGS PER SHARE (see note 5) | $ | 0.40 | | | $ | 0.49 | | | $ | 1.34 | | | $ | 0.97 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (unaudited)
(in thousands, except share amounts)
| | | | | | | | | | | | | | | |
| Three months ended | | | Nine months ended | |
| September 30, 2024 | | | September 30, 2023 | | | September 30, 2024 | | | September 30, 2023 | |
Increase (decrease) in net assets resulting from operations: | | | | | | | | | | | |
Net investment income | $ | 24,348 | | | $ | 23,359 | | | $ | 72,518 | | | $ | 68,182 | |
Net realized loss | | (2,748 | ) | | | (30,951 | ) | | | (2,508 | ) | | | (29,766 | ) |
Net change in unrealized gain (loss) | | 449 | | | | 34,539 | | | | 3,138 | | | | 14,350 | |
Net increase in net assets resulting from operations | | 22,049 | | | | 26,947 | | | | 73,148 | | | | 52,766 | |
Distributions to stockholders: | | | | | | | | | | | |
From net investment income | | (22,367 | ) | | | (22,367 | ) | | | (67,102 | ) | | | (67,102 | ) |
From return of capital | | — | | | | — | | | | — | | | | — | |
Net distributions to stockholders | | (22,367 | ) | | | (22,367 | ) | | | (67,102 | ) | | | (67,102 | ) |
Capital transactions (see note 10): | | | | | | | | | | | |
Repurchases of common stock | | — | | | | — | | | | — | | | | (10 | ) |
Total increase (decrease) in net assets | | (318 | ) | | | 4,580 | | | | 6,046 | | | | (14,346 | ) |
Net assets at beginning of period | | 993,003 | | | | 980,805 | | | | 986,639 | | | | 999,731 | |
Net assets at end of period | $ | 992,685 | | | $ | 985,385 | | | $ | 992,685 | | | $ | 985,385 | |
Capital stock activity (see note 10): | | | | | | | | | | | |
Repurchases of common stock | | — | | | | — | | | | — | | | | (746 | ) |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
| | | | | | | | |
| | Nine months ended | |
| | September 30, 2024 | | | September 30, 2023 | |
Cash Flows from Operating Activities: | | | | | | |
Net increase in net assets resulting from operations | | $ | 73,148 | | | $ | 52,766 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities: | | | | | | |
Net realized loss on investments and cash equivalents | | | 2,508 | | | | 29,766 | |
Net change in unrealized (gain) loss on investments | | | (3,138 | ) | | | (14,350 | ) |
Deferred financing costs/market discount amortization | | | 2,823 | | | | 1,561 | |
Net accretion of discount on investments | | | (7,251 | ) | | | (9,315 | ) |
(Increase) decrease in operating assets: | | | | | | |
Purchase of investments | | | (322,116 | ) | | | (556,348 | ) |
Proceeds from disposition of investments | | | 416,342 | | | | 474,599 | |
Capitalization of payment-in-kind income | | | (6,064 | ) | | | (8,936 | ) |
Collections of payment-in-kind income | | | 2,457 | | | | 204 | |
Receivable for investments sold | | | (332 | ) | | | (474 | ) |
Interest receivable | | | 575 | | | | (2,122 | ) |
Dividends receivable | | | (383 | ) | | | 199 | |
Prepaid expenses and other assets | | | (163 | ) | | | (124 | ) |
Increase (decrease) in operating liabilities: | | | | | | |
Payable for investments and cash equivalents purchased | | | (9,596 | ) | | | (85,054 | ) |
Management fee payable | | | (134 | ) | | | 87 | |
Performance-based incentive fee payable | | | 172 | | | | 199 | |
Administrative services expense payable | | | 533 | | | | 2,190 | |
Interest payable | | | (1,232 | ) | | | (527 | ) |
Other liabilities and accrued expenses | | | (922 | ) | | | 567 | |
Net Cash Provided by (Used in) Operating Activities | | | 147,227 | | | | (115,112 | ) |
Cash Flows from Financing Activities: | | | | | | |
Cash distributions paid | | | (67,102 | ) | | | (74,583 | ) |
Repayment of unsecured borrowings | | | — | | | | (75,000 | ) |
Proceeds from secured borrowings | | | 333,611 | | | | 667,695 | |
Repayment of secured borrowings | | | (412,257 | ) | | | (488,500 | ) |
Repurchase of common stock | | | — | | | | (10 | ) |
Net Cash Provided by (Used in) Financing Activities | | | (145,748 | ) | | | 29,602 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | 1,479 | | | | (85,510 | ) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | 344,154 | | | | 428,333 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 345,633 | | | $ | 342,823 | |
Supplemental disclosure of cash flow information: | | | | | | |
Cash paid for interest | | $ | 53,689 | | | $ | 53,529 | |
Non-cash purchase and disposition of investments | | | 27,254 | | | | — | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)
September 30, 2024
(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 — 118.2% | | | | | | | | | | | | | | | | | | | | | | | | |
First Lien Bank Debt/Senior Secured Loans | | | | | | | | | | | | | | | | | | | | | | | | |
33Across Inc. | | Media | | P+232 | | | | 8.50 | % | | | 10.32 | % | | 1/22/2024 | | 10/31/2025 | | $ | 2,256 | | | $ | 2,256 | | | $ | 2,256 | |
Aegis Toxicology Sciences Corporation(16) | | Health Care Providers & Services | | S+550 | | | | 1.00 | % | | | 10.87 | % | | 5/7/2018 | | 5/9/2025 | | | 13,181 | | | | 13,101 | | | | 13,181 | |
Alkeme Intermediary Holdings, LLC(16) | | Insurance | | S+575 | | | | 1.00 | % | | | 10.35 | % | | 9/20/2023 | | 10/28/2026 | | | 16,927 | | | | 16,528 | | | | 16,588 | |
All States Ag Parts, LLC(16) | | Trading Companies & Distributors | | S+600 | | | | 1.00 | % | | | 10.96 | % | | 4/1/2022 | | 9/1/2026 | | | 2,039 | | | | 2,019 | | | | 2,039 | |
Atria Wealth Solutions, Inc.(16) | | Diversified Financial Services | | S+650 | | | | 1.00 | % | | | 11.46 | % | | 9/14/2018 | | 11/29/2024 | | | 20,481 | | | | 20,450 | | | | 20,481 | |
BayMark Health Services, Inc.(16) | | Health Care Providers & Services | | S+500 | | | | 1.00 | % | | | 9.87 | % | | 4/1/2022 | | 6/11/2027 | | | 8,202 | | | | 8,003 | | | | 8,202 | |
Bayside Opco, LLC(24) | | Health Care Providers & Services | | S+725 | | | | 1.00 | % | | | 12.00 | % | | 5/31/2023 | | 5/31/2026 | | | 19,950 | | | | 19,950 | | | | 19,950 | |
Bayside Parent, LLC(24) | | Health Care Providers & Services | | S+1000 | (11) | | | 1.00 | % | | | 14.75 | % | | 5/31/2023 | | 5/31/2026 | | | 5,790 | | | | 5,790 | | | | 5,790 | |
BDG Media, Inc. | | Media | | P+525 | | | | 5.50 | % | | | 13.25 | % | | 7/18/2022 | | 7/31/2025 | | | 5,053 | | | | 5,053 | | | | 5,053 | |
Brainjolt LLC | | Media | | P+425 | | | | 3.25 | % | | | 12.25 | % | | 1/22/2024 | | 1/22/2025 | | | 2,297 | | | | 2,297 | | | | 2,297 | |
CC SAG Holdings Corp. (Spectrum Automotive)(16) | | Diversified Consumer Services | | S+525 | | | | 0.75 | % | | | 9.85 | % | | 6/29/2021 | | 6/29/2028 | | | 30,279 | | | | 29,868 | | | | 30,279 | |
Copper River Seafoods, Inc. | | Food Products | | P+275 | | | | — | | | | 10.75 | % | | 12/1/2023 | | 4/23/2025 | | | 9,352 | | | | 9,352 | | | | 9,352 | |
CVAUSA Management, LLC(16) | | Health Care Providers & Services | | S+650 | | | | 1.00 | % | | | 11.12 | % | | 5/22/2023 | | 5/22/2029 | | | 17,235 | | | | 16,796 | | | | 17,235 | |
DeepIntent, Inc. | | Media | | P+225 | | | | 5.25 | % | | | 10.25 | % | | 12/1/2023 | | 6/30/2026 | | | 26,527 | | | | 26,527 | | | | 26,527 | |
Enhanced Permanent Capital, LLC(3) | | Capital Markets | | S+700 | | | | 1.00 | % | | | 12.44 | % | | 12/29/2020 | | 12/29/2025 | | | 44,578 | | | | 44,135 | | | | 44,578 | |
ENS Holdings III Corp. & ES Opco USA LLC (Bluefin)(16) | | Trading Companies & Distributors | | S+475 | | | | 1.00 | % | | | 9.45 | % | | 4/1/2022 | | 12/31/2025 | | | 4,647 | | | | 4,580 | | | | 4,647 | |
EyeSouth Eye Care Holdco LLC | | Health Care Providers & Services | | S+550 | | | | 1.00 | % | | | 10.45 | % | | 10/6/2022 | | 10/5/2029 | | | 9,072 | | | | 8,838 | | | | 9,072 | |
FE Advance, LLC | | Diversified Financial Services | | S+650 | | | | 1.00 | % | | | 11.71 | % | | 7/30/2024 | | 7/30/2027 | | | 16,976 | | | | 16,653 | | | | 16,637 | |
Fertility (ITC) Investment Holdco, LLC | | Health Care Providers & Services | | S+650 | | | | 1.00 | % | | | 11.74 | % | | 1/4/2023 | | 1/3/2029 | | | 22,425 | | | | 21,902 | | | | 22,425 | |
Foundation Consumer Brands, LLC(16) | | Personal Products | | S+625 | | | | 1.00 | % | | | 11.50 | % | | 2/12/2021 | | 2/12/2027 | | | 25,593 | | | | 25,180 | | | | 25,593 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
September 30, 2024
(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) | | | | | | | | | | | | | | | | | | | | | | | | | |
Human Interest Inc. | | Internet Software & Services | | S+735 | | | | 1.00 | % | | | 12.55 | % | | | 6/30/2022 | | 7/1/2027 | | $ | 20,104 | | | $ | 20,063 | | | $ | 20,104 | |
iCIMS, Inc. | | Software | | S+725 | | | | 0.75 | % | | | 10.60 | % | (23) | | 8/18/2022 | | 8/18/2028 | | | 32,683 | | | | 32,298 | | | | 32,683 | |
Kaseya, Inc.(16) | | Software | | S+550 | | | | 0.75 | % | | | 10.10 | % | (14) | | 6/22/2022 | | 6/23/2029 | | | 24,761 | | | | 24,491 | | | | 24,761 | |
Kingsbridge Holdings, LLC(2) | | Multi-Sector Holdings | | S+700 | | | | 1.00 | % | | | 12.49 | % | | | 12/21/2018 | | 12/21/2024 | | | 96,000 | | | | 95,975 | | | | 96,000 | |
Logix Holding Company, LLC(16) | | Communications Equipment | | P+475 | | | | 1.00 | % | | | 12.75 | % | | | 9/14/2018 | | 12/22/2024 | | | 14,009 | | | | 13,914 | | | | 13,449 | |
Luxury Asset Capital, LLC(16) | | Thrifts & Mortgage Finance | | S+675 | | | | 1.00 | % | | | 12.07 | % | | | 7/15/2022 | | 7/15/2027 | | | 30,500 | | | | 30,119 | | | | 30,500 | |
Maxor Acquisition, Inc.(16) | | Health Care Providers & Services | | S+675 | | | | 1.00 | % | | | 11.70 | % | | | 3/1/2023 | | 3/1/2029 | | | 17,471 | | | | 17,049 | | | | 17,471 | |
One Touch Direct, LLC | | Commercial Services & Supplies | | P+75 | | | | 4.00 | % | | | 8.75 | % | | | 12/1/2023 | | 3/31/2026 | | | 1,590 | | | | 1,590 | | | | 1,590 | |
ONS MSO, LLC(16) | | Health Care Providers & Services | | S+625 | | | | 1.00 | % | | | 11.35 | % | | | 2/10/2023 | | 7/8/2026 | | | 27,842 | | | | 27,319 | | | | 27,842 | |
Orthopedic Care Partners Management, LLC | | Health Care Providers & Services | | S+650 | | | | 1.00 | % | | | 11.46 | % | | | 8/17/2022 | | 11/15/2024 | | | 19,487 | | | | 19,447 | | | | 19,487 | |
Peter C. Foy & Associates Insurance Services, LLC(16) | | Insurance | | S+550 | | | | 0.75 | % | | | 10.35 | % | | | 4/1/2022 | | 11/1/2028 | | | 16,749 | | | | 16,540 | | | | 16,749 | |
Plastic Management, LLC(16) | | Health Care Providers & Services | | S+500 | | | | 1.00 | % | | | 9.70 | % | | | 4/1/2022 | | 8/18/2027 | | | 17,008 | | | | 16,474 | | | | 17,008 | |
Quantcast Corporation | | Commercial Services & Supplies | | S+525 | | | | 2.00 | % | | | 10.27 | % | | | 6/14/2024 | | 6/14/2029 | | | 8,534 | | | | 8,432 | | | | 8,534 | |
Retina Midco, Inc.(16) | | Health Care Providers & Services | | S+575 | | | | 1.00 | % | | | 10.86 | % | | | 12/18/2023 | | 1/31/2026 | | | 27,371 | | | | 26,987 | | | | 27,371 | |
RQM+ Corp.(16) | | Life Sciences Tools & Services | | S+575 | | | | 1.00 | % | | | 10.62 | % | | | 8/20/2021 | | 8/12/2026 | | | 23,455 | | | | 23,229 | | | | 22,517 | |
RxSense Holdings LLC(16) | | Diversified Consumer Services | | S+500 | | | | 1.00 | % | | | 10.35 | % | | | 4/1/2022 | | 3/13/2026 | | | 2,635 | | | | 2,580 | | | | 2,635 | |
Shoes for Crews Global, LLC | | Diversified Consumer Services | | S+650 | (26) | | | 1.00 | % | | | 11.82 | % | | | 6/30/2024 | | 6/30/2029 | | | 3,392 | | | | 3,392 | | | | 3,392 | |
Sightly Enterprises, Inc. | | Media | | P+575 | | | | 6.00 | % | | | 13.75 | % | | | 1/22/2024 | | 12/31/2024 | | | 4,707 | | | | 4,707 | | | | 4,707 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
September 30, 2024
(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) | | | | | | | | | | | | | | | | | | | | | | | | |
Southern Orthodontic Partners Management, LLC(16) | | Health Care Providers & Services | | S+550 | | | | 1.00 | % | | | 10.10 | % | | 6/3/2022 | | 7/27/2026 | | $ | 32,864 | | | $ | 32,382 | | | $ | 32,864 | |
SPAR Marketing Force, Inc. | | Media | | P+190 | | | | — | | | | 9.90 | % | | 12/1/2023 | | 10/10/2025 | | | 11,190 | | | | 11,190 | | | | 11,190 | |
Stryten Resources LLC | | Auto Parts & Equipment | | S+800 | | | | 1.00 | % | | | 12.96 | % | | 8/11/2021 | | 10/12/2026 | | | 25,315 | | | | 25,075 | | | | 25,315 | |
SunMed Group Holdings, LLC(16) | | Health Care Equipment & Supplies | | S+550 | | | | 0.75 | % | | | 10.46 | % | | 6/16/2021 | | 6/16/2028 | | | 16,488 | | | | 16,224 | | | | 16,488 | |
TAUC Management, LLC(16) | | Health Care Providers & Services | | S+700 | (27) | | | 1.00 | % | | | 11.75 | % | | 4/1/2022 | | 2/12/2027 | | | 6,985 | | | | 6,794 | | | | 6,286 | |
The Townsend Company, LLC(16) | | Commercial Services & Supplies | | S+625 | | | | 1.00 | % | | | 11.10 | % | | 8/17/2023 | | 8/15/2029 | | | 10,112 | | | | 9,893 | | | | 10,112 | |
Tilley Distribution, Inc.(16) | | Trading Companies & Distributors | | S+600 | | | | 1.00 | % | | | 10.75 | % | | 4/1/2022 | | 12/31/2026 | | | 3,698 | | | | 3,589 | | | | 3,624 | |
Ultimate Baked Goods Midco LLC (Rise Baking)(16) | | Packaged Foods & Meats | | S+625 | | | | 1.00 | % | | | 10.66 | % | | 8/12/2021 | | 8/13/2027 | | | 27,188 | | | | 26,745 | | | | 27,188 | |
United Digestive MSO Parent, LLC(16) | | Health Care Providers & Services | | S+650 | | | | 1.00 | % | | | 11.25 | % | | 3/30/2023 | | 3/30/2029 | | | 9,999 | | | | 9,754 | | | | 9,999 | |
Urology Management Holdings, Inc. | | Health Care Providers & Services | | S+550 | | | | 1.00 | % | | | 10.52 | % | | 2/7/2023 | | 6/15/2027 | | | 11,223 | | | | 10,985 | | | | 11,110 | |
UVP Management, LLC | | Health Care Providers & Services | | S+625 | | | | 1.00 | % | | | 11.00 | % | | 9/18/2023 | | 9/15/2025 | | | 13,688 | | | | 13,507 | | | | 13,688 | |
Western Veterinary Partners LLC(16) | | Diversified Consumer Services | | S+500 | | | | 1.00 | % | | | 9.60 | % | | 1/19/2024 | | 10/29/2027 | | | 22,360 | | | | 22,057 | | | | 22,360 | |
West-NR Parent, Inc.(16) | | Insurance | | S+625 | | | | 1.00 | % | | | 10.95 | % | | 8/1/2023 | | 12/27/2027 | | | 9,051 | | | | 8,909 | | | | 9,051 | |
Total First Lien Bank Debt/ Senior Secured Loans | | | | | | | | | | | | | | | | | | | | $ | 880,988 | | | $ | 888,257 | |
Second Lien Asset-Based Senior Secured Loans | | | | | | | | | | | | | | | | | | | | | | | | |
AMF Levered II, LLC | | Diversified Financial Services | | S+705 | | | | 1.00 | % | | | 12.02 | % | | 12/24/2021 | | 8/21/2028 | | $ | 29,925 | | | $ | 29,730 | | | $ | 29,925 | |
FGI Worldwide LLC (3) | | Diversified Financial Services | | S+650 | | | | 1.00 | % | | | 11.35 | % | | 4/17/2023 | | 4/17/2028 | | | 8,206 | | | | 8,049 | | | | 8,206 | |
Total Second Lien Asset-Backed Senior Secured Loans | | | | | | | | | | | | | | | | | | | | $ | 37,779 | | | $ | 38,131 | |
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 | | $ | 17,547 | | | $ | 12,297 | | | $ | 7,827 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
September 30, 2024
(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 | | | | | | | | | | | | | | | | | | | | | | | | |
Arcutis Biotherapeutics, Inc.(3) | | Pharmaceuticals | | S+595 | | | 2.50 | % | | | 11.12 | % | | | 12/22/2021 | | 8/1/2029 | | $ | 66,849 | | | $ | 68,904 | | | $ | 70,670 | |
Ardelyx, Inc.(3) | | Pharmaceuticals | | S+425 | | | 4.70 | % | | | 9.45 | % | (25) | | 2/23/2022 | | 3/1/2027 | | | 33,102 | | | | 33,449 | | | | 34,093 | |
Cerapedics, Inc. | | Biotechnology | | S+620 | | | 2.75 | % | | | 11.37 | % | | | 12/27/2022 | | 1/1/2028 | | | 36,156 | | | | 36,438 | | | | 37,715 | |
Meditrina, Inc. | | Health Care Equipment & Supplies | | S+550 | | | 3.45 | % | | | 10.67 | % | | | 12/20/2022 | | 12/1/2027 | | | 5,051 | | | | 5,093 | | | | 5,102 | |
OmniGuide Holdings, Inc. (13) | | Health Care Equipment & Supplies | | S+580 | | | 5.31 | % | | | 11.11 | % | | | 7/30/2018 | | 11/1/2025 | | | 24,500 | | | | 25,722 | | | | 24,622 | |
Outset Medical, Inc.(16) | | Health Care Equipment & Supplies | | S+515 | | | 2.75 | % | | | 10.32 | % | | | 11/3/2022 | | 11/1/2027 | | | 44,727 | | | | 45,223 | | | | 47,299 | |
SPR Therapeutics, Inc. | | Health Care Technology | | S+515 | | | 4.00 | % | | | 10.32 | % | | | 1/30/2024 | | 2/1/2029 | | | 4,866 | | | | 4,860 | | | | 5,011 | |
Vapotherm, Inc.(24) | | Health Care Equipment & Supplies | | S+600 | | | 4.50 | % | | | 10.96 | % | | | 2/18/2022 | | 9/20/2027 | | | 13,782 | | | | 14,087 | | | | 14,202 | |
Total First Lien Life Science Senior Secured Loans | | | | | | | | | | | | | | | | | | | | $ | 233,776 | | | $ | 238,714 | |
Total Senior Secured Loans | | | | | | | | | | | | | | | | | | | | $ | 1,164,840 | | | $ | 1,172,929 | |
| | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Interest Rate(1) | | Acquisition Date | | Maturity Date | | Par Amount | | | Cost | | | Fair Value | |
Equipment Financing — 20.0% | | | | | | | | | | | | | | | | | |
A&A Crane and Rigging, LLC (10) | | Commercial Services & Supplies | | 7.78% | | 3/27/2023 | | 3/27/2028 | | $ | 58 | | | $ | 58 | | | $ | 58 | |
Aero Operating LLC (10) | | Commercial Services & Supplies | | 8.47-9.04% | | 2/12/2021 | | 3/1/2025-12/1/2026 | | | 383 | | | | 383 | | | | 382 | |
AFG Dallas III, LLC (10) | | Diversified Consumer Services | | 10.00-11.29% | | 8/11/2022 | | 8/11/2026-3/1/2027 | | | 836 | | | | 836 | | | | 836 | |
Air Methods Corporation (10) | | Airlines | | 7.08-7.13% | | 11/3/2021 | | 11/3/2026-11/23/2026 | | | 2,706 | | | | 2,732 | | | | 2,706 | |
AmeraMex International, Inc. (10) | | Commercial Services & Supplies | | 10.00% | | 3/29/2019 | | 4/15/2025 | | | 38 | | | | 38 | | | | 38 | |
Boart Longyear Company (10) | | Metals & Mining | | 8.31-9.77% | | 5/28/2020 | | 4/1/2025-10/7/2026 | | | 1,252 | | | | 1,252 | | | | 1,252 | |
Bowman Energy Solutions, LLC (10) | | Commercial Services & Supplies | | 7.42% | | 7/1/2022 | | 7/1/2026 | | | 83 | | | | 83 | | | | 83 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share/unit amounts)
| | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Interest Rate(1) | | Acquisition Date | | Maturity Date | | Par Amount | | | Cost | | | Fair Value | |
Equipment Financing (continued) | | | | | | | | | | | | | | | | | |
Carolina’s Contracting, LLC (10) | | Diversified Consumer Services | | 8.40-8.72% | | 3/7/2023 | | 3/7/2028-5/18/2028 | | $ | 3,006 | | | $ | 3,028 | | | $ | 3,006 | |
CKD Holdings, Inc. (10) | | Road & Rail | | 8.10-8.60% | | 9/22/2022 | | 6/22/2026-9/22/2027 | | | 2,195 | | | | 2,195 | | | | 2,195 | |
Clubcorp Holdings, Inc. (10) | | Hotels, Restaurants & Leisure | | 9.36-13.01% | | 5/27/2021 | | 4/1/2025-5/1/2028 | | | 4,959 | | | | 4,959 | | | | 4,959 | |
Complete Equipment Rentals, LLC (10) | | Commercial Services & Supplies | | 6.75-7.15% | | 3/23/2023 | | 4/1/2028-6/1/2028 | | | 1,562 | | | | 1,542 | | | | 1,535 | |
Dongwon Autopart Technology Inc. (10) | | Auto Components | | 7.96% | | 2/2/2021 | | 1/1/2026 | | | 815 | | | | 819 | | | | 815 | |
Double S Industrial Contractors, Inc. (10) | | Commercial Services & Supplies | | 8.60% | | 7/28/2023 | | 8/1/2027 | | | 92 | | | | 92 | | | | 92 | |
Drillers Choice, Inc. (10) | | Commercial Services & Supplies | | 8.00-10.08% | | 10/31/2022 | | 11/1/2027-6/1/2029 | | | 1,149 | | | | 1,151 | | | | 1,149 | |
Environmental Protection & Improvement Company, LLC (10) | | Road & Rail | | 8.25% | | 9/30/2020 | | 10/1/2027 | | | 3,995 | | | | 4,010 | | | | 3,995 | |
Equipment Operating Leases, LLC (2)(12) | | Multi-Sector Holdings | | 8.37% | | 4/27/2018 | | 4/27/2025 | | | 3,012 | | | | 3,012 | | | | 2,937 | |
Extreme Steel Crane & Rigging, LLC (10) | | Commercial Services & Supplies | | 9.52% | | 3/3/2023 | | 3/3/2027 | | | 674 | | | | 678 | | | | 674 | |
First American Commercial Bancorp, Inc. (10) | | Diversified Financial Services | | 7.50-9.02% | | 10/28/2021 | | 10/1/2026-3/1/2027 | | | 1,750 | | | | 1,751 | | | | 1,750 | |
First National Capital, LLC (10) | | Diversified Financial Services | | 9.00% | | 11/5/2021 | | 8/1/2026 | | | 3,878 | | | | 3,878 | | | | 3,878 | |
GMT Corporation (10) | | Machinery | | 10.71% | | 10/23/2018 | | 1/1/2026 | | | 2,854 | | | | 2,855 | | | | 2,854 | |
Hawkeye Contracting Company, LLC (10) | | Construction & Engineering | | 10.50% | | 10/8/2021 | | 11/1/2025 | | | 435 | | | | 435 | | | | 435 | |
HTI Logistics Corporation (10) | | Commercial Services & Supplies | | 9.94% | | 11/15/2018 | | 9/1/2025 | | | 69 | | | | 69 | | | | 67 | |
International Automotive Components Group, North America, Inc. (10) | | Auto Components | | 7.95% | | 6/23/2021 | | 6/23/2025 | | | 1,950 | | | | 1,953 | | | | 1,950 | |
Loc Performance Products, LLC (10) | | Machinery | | 10.50% | | 12/29/2022 | | 6/1/2027 | | | 519 | | | | 519 | | | | 519 | |
Loyer Capital LLC (2)(12) | | Multi-Sector Holdings | | 8.73-11.52% | | 5/16/2019 | | 5/16/2026-9/25/2026 | | | 7,500 | | | | 7,500 | | | | 7,361 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share/unit amounts)
| | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Interest Rate(1) | | Acquisition Date | | Maturity Date | | Par Amount | | | Cost | | | Fair Value | |
Equipment Financing (continued) | | | | | | | | | | | | | | | | | |
Miranda Logistics Enterprise, Inc. (10) | | Construction & Engineering | | 7.69% | | 4/14/2023 | | 4/14/2028 | | $ | 668 | | | $ | 668 | | | $ | 668 | |
Mountain Air Helicopters, Inc. (10) | | Commercial Services & Supplies | | 10.00% | | 7/31/2017 | | 2/28/2025 | | | 149 | | | | 148 | | | | 149 | |
Nimble Crane LLC (10) | | Commercial Services & Supplies | | 9.18% | | 7/13/2023 | | 7/13/2028 | | | 807 | | | | 807 | | | | 807 | |
No Limit Construction Services, LLC (10) | | Commercial Services & Supplies | | 7.73% | | 5/5/2023 | | 6/1/2028 | | | 101 | | | | 101 | | | | 101 | |
PCX Aerostructures LLC (10) | | Aerospace & Defense | | 9.32% | | 11/23/2022 | | 12/1/2028 | | | 2,029 | | | | 2,029 | | | | 2,029 | |
Rango, Inc. (10) | | Commercial Services & Supplies | | 9.33% | | 9/24/2019 | | 11/1/2024 | | | 223 | | | | 224 | | | | 219 | |
Rayzor’s Edge LLC (10) | | Diversified Consumer Services | | 7.69-8.27% | | 5/19/2023 | | 5/18/2030-6/30/2030 | | | 646 | | | | 646 | | | | 646 | |
RH Land Construction, LLC & Harbor Dredging LA, Inc. (10) | | Construction & Engineering | | 8.08% | | 5/10/2023 | | 5/10/2026 | | | 81 | | | | 81 | | | | 81 | |
Rotten Rock Hardscaping & Tree Service (10) | | Diversified Consumer Services | | 8.21% | | 12/6/2022 | | 12/6/2027 | | | 170 | | | | 170 | | | | 170 | |
Signet Marine Corporation (10) | | Transportation Infrastructure | | 8.50% | | 10/31/2022 | | 11/1/2029 | | | 10,898 | | | | 10,929 | | | | 10,898 | |
Smiley Lifting Solutions, LLC(10) | | Commercial Services & Supplies | | 7.82-8.61% | | 6/30/2022 | | 9/15/2026-6/27/2030 | | | 5,388 | | | | 5,388 | | | | 5,388 | |
ST Coaches, LLC (10) | | Road & Rail | | 8.50% | | 7/31/2017 | | 1/25/2025 | | | 536 | | | | 536 | | | | 536 | |
Star Coaches Inc. (10) | | Road & Rail | | 8.42% | | 3/9/2018 | | 4/1/2025 | | | 1,876 | | | | 1,876 | | | | 1,782 | |
Superior Transportation, Inc. (10) | | Road & Rail | | 10.22-10.69% | | 7/31/2017 | | 1/1/2026 | | | 1,562 | | | | 1,562 | | | | 1,562 | |
The Smedley Company & Smedley Services, Inc. (10) | | Commercial Services & Supplies | | 4.07% | | 7/31/2017 | | 1/15/2028 | | | 1,044 | | | | 1,044 | | | | 969 | |
Trinity Equipment, Inc. (10) | | Commercial Services & Supplies | | 8.78-8.93% | | 5/4/2023 | | 5/4/2028-5/19/2028 | | | 1,152 | | | | 1,152 | | | | 1,152 | |
Trinity Equipment Rentals, Inc. (10) | | Commercial Services & Supplies | | 7.94-8.75% | | 10/8/2021 | | 11/1/2024-12/1/2026 | | | 190 | | | | 190 | | | | 190 | |
U.S. Crane & Rigging, LLC (10) | | Commercial Services & Supplies | | 8.73%-10.92% | | 12/23/2022 | | 3/1/2027-9/1/2028 | | | 2,122 | | | | 2,122 | | | | 2,122 | |
Up Trucking Services, LLC (10) | | Road & Rail | | 11.30% | | 3/23/2018 | | 11/1/2024 | | | 82 | | | | 82 | | | | 81 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share/unit amounts)
| | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Interest Rate(1) | | Acquisition Date | | Maturity Date | | Par Amount | | | Cost | | | Fair Value | |
Equipment Financing (continued) | | | | | | | | | | | | | | | | | |
Waste Pro of Florida, Inc. & Waste Pro USA, Inc. (10) | | Commercial Services & Supplies | | 9.17% | | 4/18/2023 | | 4/18/2028 | | $ | 7,614 | | | $ | 7,716 | | | $ | 7,614 | |
Wind River Environmental, LLC (10) | | Diversified Consumer Services | | 8.43% | | 7/31/2019 | | 10/5/2025 | | | 93 | | | | 93 | | | | 93 | |
Womble Company, Inc. (10) | | Energy Equipment & Services | | 9.11% | | 12/27/2019 | | 1/1/2025 | | | 67 | | | | 67 | | | | 66 | |
Worldwide Flight Services, Inc. (10) | | Transportation Infrastructure | | 8.32-9.93% | | 9/23/2022 | | 9/23/2027-8/16/2028 | | | 2,618 | | | | 2,651 | | | | 2,618 | |
Zamborelli Enterprises Pacific Southern Foundation (10) | | Diversified Consumer Services | | 8.91% | | 12/7/2022 | | 1/1/2027 | | | 443 | | | | 445 | | | | 443 | |
| | | | | | | | | | Shares/Units | | | | | | | |
SLR Equipment Finance Equity Interests (2)(9)(17)* | | Multi-Sector Holdings | | | | 7/31/2017 | | | | | 200 | | | | 145,000 | | | | 112,560 | |
Total Equipment Financing | | | | | | | | | | | | | $ | 231,555 | | | $ | 198,470 | |
| | | | | | | | | | | | | | | | | |
Preferred Equity – 3.1% | | | | | | | | | | | | | | | | | |
SOINT, LLC (2)(3)(4) | | Aerospace & Defense | | 0.00% | | 6/8/2012 | | 6/30/2025 | | | — | | | $ | 5,241 | | | $ | 2,500 | |
Veronica Holdings, LLC (Vapotherm)(24) | | Health Care Equipment & Supplies | | 9.00%(11) | | 9/20/2024 | | - | | | 13,055,991 | | | | 27,008 | | | | 28,533 | |
Total Preferred Equity | | | | | | | | | | | | | $ | 32,249 | | | $ | 31,033 | |
| | | | | | | | | | | | | | | | |
Description | | Industry | | Acquisition Date | | Shares/ Units | | | Cost | | | Fair Value | |
Common Equity/Equity Interests/Warrants—67.4% | | | | | | | | | | | | | |
Assertio Holdings, Inc. (8)* | | Pharmaceuticals | | 7/31/2023 | | | 12,510 | | | $ | 51 | | | $ | 15 | |
aTyr Pharma, Inc. Warrants * | | Pharmaceuticals | | 11/18/2016 | | | 1,443 | | | | 17 | | | | — | |
Bayside Parent, LLC (24)* | | Health Care Providers & Services | | 5/31/2023 | | | 6,526 | | | | 11,411 | | | | 5,808 | |
CardioFocus, Inc. Warrants * | | Health Care Equipment & Supplies | | 3/31/2017 | | | 90 | | | | 51 | | | | — | |
Centrexion Therapeutics, Inc. Warrants * | | Pharmaceuticals | | 6/28/2019 | | | 289,102 | | | | 136 | | | | 32 | |
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 | | | | 71 | |
Essence Group Holdings Corporation (Lumeris) Warrants * | | Health Care Technology | | 3/22/2017 | | | 260,000 | | | | 129 | | | | 120 | |
KBH Topco LLC (Kingsbridge) (2)(5)(18) | | Multi-Sector Holdings | | 11/3/2020 | | | 76,125,000 | | | | 140,920 | | | | 150,071 | |
Meditrina, Inc. Warrants * | | Health Care Equipment & Supplies | | 12/20/2022 | | | 44,049 | | | | 33 | | | | 27 | |
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 | | | | — | |
Senseonics Holdings, Inc. (3)(8)* | | Health Care Equipment & Supplies | | 7/25/2019 | | | 469,353 | | | | 235 | | | | 164 | |
Shoes for Crews Holdings, LLC | | Diversified Consumer Services | | 6/30/2024 | | | 1,884 | | | | 2,759 | | | | 2,040 | |
SLR-AMI Topco Blocker, LLC (15)(24)* | | Internet & Catalog Retail | | 6/16/2023 | | | — | | | | 24,085 | | | | 15,337 | |
SLR Business Credit (2)(3)(19) | | Diversified Financial Services | | 4/1/2022 | | | 100 | | | | 111,583 | | | | 121,370 | |
SLR Credit Solutions (2)(3)(20) | | Diversified Financial Services | | 12/28/2012 | | | 280,303 | | | | 280,737 | | | | 287,250 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share/unit amounts)
| | | | | | | | | | | | | | | | |
Description | | Industry | | Acquisition Date | | Shares/ Units | | | Cost | | | Fair Value | |
Common Equity/Equity Interests/ Warrants (continued) | | | | | | | | | | | | | |
SLR Healthcare ABL (2)(3)(21) | | Diversified Financial Services | | 4/1/2022 | | | 32,839 | | | $ | 34,335 | | | $ | 37,350 | |
SLR Senior Lending Program LLC (2)(3)(22) | | Asset Management | | 12/1/2022 | | | — | | | | 47,875 | | | | 49,302 | |
Venus Concept Ltd. Warrants* (f/k/a Restoration Robotics) | | Health Care Equipment & Supplies | | 5/10/2018 | | | 2,230 | | | | 152 | | | | — | |
Veronica Holdings, LLC (Vapotherm)(24)* | | Health Care Equipment & Supplies | | 9/20/2027 | | | 293,203 | | | | 330 | | | | 639 | |
Total Common Equity/Equity Interests/Warrants | | | | | | | | | $ | 675,877 | | | $ | 669,596 | |
Total Investments (6) — 208.7% | | | | | | | | | $ | 2,104,521 | | | $ | 2,072,028 | |
| | | | | | | | | | | | | | | | | | |
Description | | Industry | | Acquisition Date | | Maturity Date | | Par Amount | | | Cost | | | Fair Value | |
Cash Equivalents —32.5% | | | | | | | | | | | | | | | |
U.S. Treasury Bill (4.70% yield) | | Government | | 9/30/2024 | | 11/26/2024 | | $ | 325,000 | | | $ | 322,674 | | | $ | 322,674 | |
Total Investments & Cash Equivalents — 241.2% | | | | | | | | | | | $ | 2,427,195 | | | $ | 2,394,702 | |
Liabilities in Excess of Other Assets — (141.2%) | | | | | | | | | | | | | | | (1,402,017 | ) |
Net Assets — 100.0% | | | | | | | | | | | | | | $ | 992,685 | |
(1)Floating rate debt investments typically bear interest at a rate determined by reference to 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 September 30, 2024.
(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 (the “1940 Act”), due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the nine months ended September 30, 2024 in these controlled investments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Issuer | | Fair Value at December 31, 2023 | | | Gross Additions | | | Gross Reductions | | | Realized Loss | | | Change in Unrealized Gain (Loss) | | | Fair Value at September 30, 2024 | | | Interest/ Dividend/ Other Income | |
Equipment Operating Leases, LLC | | $ | 3,296 | | | $ | — | | | $ | 368 | | | $ | — | | | $ | 9 | | | $ | 2,937 | | | $ | 202 | |
Kingsbridge Holdings, LLC | | | 96,000 | | | | — | | | | — | | | | — | | | | (79 | ) | | | 96,000 | | | | 9,197 | |
KBH Topco, LLC (Kingsbridge) | | | 142,000 | | | | 4,324 | | | | — | | | | — | | | | 3,747 | | | | 150,071 | | | | 8,081 | |
Loyer Capital LLC | | | 7,361 | | | | — | | | | — | | | | — | | | | — | | | | 7,361 | | | | 567 | |
RD Holdco, Inc. (Rug Doctor, common equity) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
RD Holdco, Inc. (Rug Doctor, class B) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
RD Holdco, Inc. (debt) | | | 7,827 | | | | — | | | | — | | | | — | | | | — | | | | 7,827 | | | | — | |
SLR Business Credit (revolver) | | | — | | | | 19,000 | | | | 19,000 | | | | — | | | | — | | | | — | | | | 33 | |
SLR Business Credit | | | 90,370 | | | | 30,000 | | | | — | | | | — | | | | 1,000 | | | | 121,370 | | | | 5,700 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share/unit amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Issuer | | Fair Value at December 31, 2023 | | | Gross Additions | | | Gross Reductions | | | Realized Loss | | | Change in Unrealized Gain (Loss) | | | Fair Value at September 30, 2024 | | | Interest/ Dividend/ Other Income | |
SLR Credit Solutions | | | 284,000 | | | | — | | | | — | | | | — | | | | 3,250 | | | | 287,250 | | | | 15,000 | |
SLR Equipment Finance (equity) | | | 120,820 | | | | — | | | | — | | | | — | | | | (8,260 | ) | | | 112,560 | | | | — | |
SLR Equipment Finance (debt) | | | 3,850 | | | | — | | | | 3,850 | | | | — | | | | — | | | | — | | | | 24 | |
SLR Healthcare ABL | | | 35,850 | | | | — | | | | — | | | | — | | | | 1,500 | | | | 37,350 | | | | 3,353 | |
SLR Senior Lending Program LLC | | | 43,899 | | | | 5,000 | | | | — | | | | — | | | | 403 | | | | 49,302 | | | | 5,392 | |
SOINT, LLC | | | 3,801 | | | | 63 | | | | — | | | | — | | | | (1,364 | ) | | | 2,500 | | | | 62 | |
| | $ | 839,074 | | | $ | 58,387 | | | $ | 23,218 | | | $ | — | | | $ | 206 | | | $ | 874,528 | | | $ | 47,611 | |
(3)Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the 1940 Act. If the Company fails to invest a sufficient portion of our assets in qualifying assets, it 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 September 30, 2024, on a fair value basis, non-qualifying assets in the Company’s portfolio represented 26.8% 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 $5,705; aggregate gross unrealized appreciation and depreciation for U.S. federal tax purposes is $109,756 and $104,051, respectively, based on a tax cost of $2,066,323. Unless otherwise noted, all of the Company’s investments are pledged as collateral against the borrowings outstanding on the Credit Facility (as defined below) (see note 7 to the consolidated financial statements). 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 SOFR or PRIME rate. These instruments are often subject to a 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)Kaseya, Inc. may elect to defer up to 2.50% of the coupon as PIK.
(15)Through this entity and other intermediate entities, the Company owns approximately 5.7% of the underlying common units of ASC Holdco, LLC, a joint venture which owns certain assets of the former Amerimark Interactive, LLC.
(16)Indicates an investment that is wholly or partially held by the Company through its wholly-owned financing subsidiary SUNS SPV LLC. 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.
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share/unit amounts)
(18)See note 13 to the consolidated financial statements.
(19)See note 15 to the consolidated financial statements.
(20)See note 11 to the consolidated financial statements.
(21)See note 14 to the consolidated financial statements.
(22)See note 17 to the consolidated financial statements.
(23)iCIMS, Inc. may elect to defer up to 3.875% of the coupon as PIK.
(24)Denotes investments in which we are an “Affiliated Person” but do not exercise a controlling influence, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 5% but less than 25% of the outstanding voting securities of the investment. Transactions during the nine months ended September 30, 2024 in these affiliated investments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Issuer | | Fair Value at December 31, 2023 | | | Gross Additions | | | Gross Reductions | | | Realized Gain (Loss) | | | Change in Unrealized Gain (Loss) | | | Fair Value at September 30, 2024 | | | Interest/ Dividend Income | |
Bayside Opco, LLC | | $ | 19,415 | | | $ | 931 | | | $ | 396 | | | $ | — | | | $ | — | | | $ | 19,950 | | | $ | 1,928 | |
Bayside Parent, LLC (loan) | | | 5,153 | | | | 637 | | | | — | | | | — | | | | — | | | | 5,790 | | | | 632 | |
Bayside Parent, LLC (equity) | | | 3,815 | | | | — | | | | — | | | | — | | | | 1,993 | | | | 5,808 | | | | — | |
SLR-AMI Topco Blocker, LLC | | | 15,867 | | | | — | | | | — | | | | — | | | | (530 | ) | | | 15,337 | | | | — | |
Vapotherm, Inc. | | | — | | | | 14,080 | | | | — | | | | — | | | | 115 | | | | 14,202 | | | | 53 | |
Veronica Holdings, LLC (preferred equity) | | | — | | | | 26,995 | | | | — | | | | — | | | | 1,525 | | | | 28,533 | | | | 91 | |
Veronica Holdings, LLC (common equity) | | | — | | | | 330 | | | | — | | | | — | | | | 309 | | | | 639 | | | | — | |
| | $ | 44,250 | | | $ | 42,973 | | | $ | 396 | | | $ | — | | | $ | 3,412 | | | $ | 90,259 | | | $ | 2,704 | |
(25)Certain tranches have a spread of S+795 and certain tranches have a spread of S+425.
(26)Certain tranches have a spread of S+650 and certain tranches have a spread of S+700 (5.00% PIK/2.00% Cash)
(27)Spread is S+600 Cash / 1.00% PIK.
* Non-income producing security.
** Investment is on non-accrual status.
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
September 30, 2024
| | | | |
Industry Classification | | Percentage of Total Investments (at fair value) as of September 30, 2024 | |
Diversified Financial Services (includes SLR Credit Solutions, SLR Business Credit and SLR Healthcare ABL) | | | 25.8 | % |
Multi-Sector Holdings (includes Kingsbridge Holdings, LLC, SLR Equipment Finance, Equipment Operating Leases, LLC and Loyer Capital LLC) | | | 17.8 | % |
Health Care Providers & Services | | | 13.7 | % |
Health Care Equipment & Supplies | | | 6.6 | % |
Pharmaceuticals | | | 5.1 | % |
Diversified Consumer Services | | | 3.2 | % |
Software | | | 2.8 | % |
Media | | | 2.5 | % |
Asset Management | | | 2.4 | % |
Capital Markets | | | 2.2 | % |
Commercial Services & Supplies | | | 2.1 | % |
Insurance | | | 2.0 | % |
Biotechnology | | | 1.8 | % |
Thrifts & Mortgage Finance | | | 1.5 | % |
Packaged Foods & Meats | | | 1.3 | % |
Personal Products | | | 1.2 | % |
Auto Parts & Equipment | | | 1.2 | % |
Life Sciences Tools & Services | | | 1.1 | % |
Internet Software & Services | | | 1.0 | % |
Internet & Catalog Retail | | | 0.7 | % |
Transportation Infrastructure | | | 0.7 | % |
Communications Equipment | | | 0.6 | % |
Trading Companies & Distributors | | | 0.5 | % |
Road & Rail | | | 0.5 | % |
Food Products | | | 0.5 | % |
Health Care Technology | | | 0.2 | % |
Hotels, Restaurants, & Leisure | | | 0.2 | % |
Aerospace & Defense | | | 0.2 | % |
Machinery | | | 0.2 | % |
Auto Components | | | 0.1 | % |
Airlines | | | 0.1 | % |
Metals & Mining | | | 0.1 | % |
Construction & Engineering | | | 0.1 | % |
Energy Equipment & Services | | | 0.0 | % |
Total Investments | | | 100.0 | % |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2023
(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 — 129.5% | | | | | | | | | | | | | | | | | | | | | | | | |
First Lien Bank Debt/Senior Secured Loans | | | | | | | | | | | | | | | | | | | | | | | | |
Accession Risk Management Group, Inc. (f/k/a RSC Acquisition, Inc.) | | Insurance | | S+550 | | | | 0.75 | % | | | 11.00 | % | | 4/1/2022 | | 11/1/2029 | | $ | 6,958 | | | $ | 6,932 | | | $ | 6,932 | |
Aegis Toxicology Sciences Corporation(16) | | Health Care Providers & Services | | S+550 | | | | 1.00 | % | | | 11.13 | % | | 5/7/2018 | | 5/9/2025 | | | 13,360 | | | | 13,188 | | | | 13,360 | |
Alkeme Intermediary Holdings, LLC | | Insurance | | S+650 | | | | 1.00 | % | | | 11.96 | % | | 9/20/2023 | | 10/28/2026 | | | 8,514 | | | | 8,277 | | | | 8,514 | |
All States Ag Parts, LLC(16) | | Trading Companies & Distributors | | S+600 | | | | 1.00 | % | | | 11.61 | % | | 4/1/2022 | | 9/1/2026 | | | 2,063 | | | | 2,036 | | | | 2,063 | |
Atria Wealth Solutions, Inc.(16) | | Diversified Financial Services | | S+650 | | | | 1.00 | % | | | 11.97 | % | | 9/14/2018 | | 5/31/2024 | | | 16,243 | | | | 16,159 | | | | 16,243 | |
Basic Fun, Inc.(16) | | Specialty Retail | | S+650 | | | | 1.00 | % | | | 12.14 | % | | 10/30/2020 | | 7/2/2024 | | | 2,150 | | | | 2,145 | | | | 2,150 | |
BayMark Health Services, Inc.(16) | | Health Care Providers & Services | | S+500 | | | | 1.00 | % | | | 10.61 | % | | 4/1/2022 | | 6/11/2027 | | | 8,265 | | | | 8,016 | | | | 8,265 | |
Bayside Opco, LLC(27) | | Health Care Providers & Services | | S+725 | (11) | | | 1.00 | % | | | 12.75 | % | | 5/31/2023 | | 5/31/2026 | | | 19,415 | | | | 19,415 | | | | 19,415 | |
Bayside Parent, LLC(27) | | Health Care Providers & Services | | S+1000 | (11) | | | 1.00 | % | | | 15.50 | % | | 5/31/2023 | | 5/31/2026 | | | 5,153 | | | | 5,153 | | | | 5,153 | |
BDG Media, Inc. | | Media | | P+525 | | | | 5.50 | % | | | 13.75 | % | | 7/18/2022 | | 7/31/2025 | | | 7,854 | | | | 7,854 | | | | 7,854 | |
CC SAG Holdings Corp. (Spectrum Automotive)(16) | | Diversified Consumer Services | | S+575 | | | | 0.75 | % | | | 11.22 | % | | 6/29/2021 | | 6/29/2028 | | | 30,510 | | | | 30,031 | | | | 30,510 | |
Copper River Seafoods, Inc. | | Food Products | | P+275 | | | | — | | | | 11.25 | % | | 12/1/2023 | | 4/23/2025 | | | 4,949 | | | | 4,949 | | | | 4,949 | |
Crewline Buyer, Inc. | | IT Services | | S+675 | | | | 1.00 | % | | | 12.10 | % | | 11/8/2023 | | 11/8/2030 | | | 5,084 | | | | 4,958 | | | | 4,957 | |
CVAUSA Management, LLC(16) | | Health Care Providers & Services | | S+650 | | | | 1.00 | % | | | 11.74 | % | | 5/22/2023 | | 5/22/2029 | | | 17,366 | | | | 16,873 | | | | 17,366 | |
DeepIntent, Inc. | | Media | | P+175 | | | | — | | | | 10.25 | % | | 12/1/2023 | | 3/25/2025 | | | 21,067 | | | | 21,067 | | | | 21,067 | |
Enhanced Permanent Capital, LLC(3) | | Capital Markets | | S+700 | | | | 1.00 | % | | | 12.44 | % | | 12/29/2020 | | 12/29/2025 | | | 42,521 | | | | 41,864 | | | | 42,521 | |
ENS Holdings III Corp. & ES Opco USA LLC (Bluefin)(16) | | Trading Companies & Distributors | | S+475 | | | | 1.00 | % | | | 10.20 | % | | 4/1/2022 | | 12/31/2025 | | | 4,505 | | | | 4,398 | | | | 4,505 | |
Exactcare Parent, Inc. | | Health Care Providers & Services | | S+650 | | | | 1.00 | % | | | 11.89 | % | | 11/3/2023 | | 11/5/2029 | | | 3,228 | | | | 3,140 | | | | 3,139 | |
Fertility (ITC) Investment Holdco, LLC | | Health Care Providers & Services | | S+650 | | | | 1.00 | % | | | 11.97 | % | | 1/4/2023 | | 1/3/2029 | | | 22,596 | | | | 22,000 | | | | 22,596 | |
Foundation Consumer Brands, LLC(16) | | Personal Products | | S+625 | | | | 1.00 | % | | | 11.79 | % | | 2/12/2021 | | 2/12/2027 | | | 26,726 | | | | 26,181 | | | | 26,726 | |
GSM Acquisition Corp. | | Leisure Equipment & Products | | S+500 | | | | 1.00 | % | | | 10.47 | % | | 4/1/2022 | | 11/16/2026 | | | 2,371 | | | | 2,296 | | | | 2,371 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2023
(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) | | | | | | | | | | | | | | | | | | | | | | | |
Higginbotham Insurance Agency, Inc.(16) | | Insurance | | S+550 | | | 1.00 | % | | | 10.96 | % | | 4/1/2022 | | 11/25/2028 | | $ | 21,210 | | | $ | 21,210 | | | $ | 21,210 | |
Human Interest Inc | | Internet Software & Services | | S+785 | | | 1.00 | % | | | 13.19 | % | | 6/30/2022 | | 7/1/2027 | | | 20,104 | | | | 19,943 | | | | 20,104 | |
iCIMS, Inc. | | Software | | S+725 | | | 0.75 | % | | | 12.10 | % | (26) | 8/18/2022 | | 8/18/2028 | | | 31,059 | | | | 30,642 | | | | 31,059 | |
Kaseya, Inc.(16) | | Software | | S+600 | | | 0.75 | % | | | 10.86 | % | (14) | 6/22/2022 | | 6/23/2029 | | | 24,519 | | | | 24,215 | | | | 24,519 | |
Kid Distro Holdings, LLC (Distro Kid)(16) | | Software | | S+550 | | | 1.00 | % | | | 11.00 | % | | 9/24/2021 | | 10/1/2027 | | | 20,207 | | | | 19,934 | | | | 20,207 | |
Kingsbridge Holdings, LLC(2) . | | Multi-Sector Holdings | | S+700 | | | 1.00 | % | | | 12.52 | % | | 12/21/2018 | | 12/21/2024 | | | 96,000 | | | | 95,897 | | | | 96,000 | |
Logix Holding Company, LLC(16) | | Communications Equipment | | P+475 | | | 1.00 | % | | | 13.25 | % | | 9/14/2018 | | 12/22/2024 | | | 14,009 | | | | 13,613 | | | | 13,729 | |
Luxury Asset Capital, LLC(16) | | Thrifts & Mortgage Finance | | S+675 | | | 1.00 | % | | | 12.21 | % | | 7/15/2022 | | 7/15/2027 | | | 30,500 | | | | 30,032 | | | | 30,500 | |
Maxor Acquisition, Inc.(16) | | Health Care Providers & Services | | S+675 | | | 1.00 | % | | | 12.48 | % | | 3/1/2023 | | 3/1/2029 | | | 17,604 | | | | 17,128 | | | | 17,604 | |
Medrina, LLC | | Health Care Providers & Services | | S+625 | | | 1.00 | % | | | 11.67 | % | | 10/20/2023 | | 10/20/2029 | | | 2,410 | | | | 2,351 | | | | 2,350 | |
NSPC Intermediate Corp. (National Spine) | | Health Care Providers & Services | | S+800 | | | 1.00 | % | | | 13.53 | % | | 4/1/2022 | | 2/13/2026 | | | 2,216 | | | | 2,143 | | | | 2,216 | |
One Touch Direct, LLC | | Commercial Services & Supplies | | P+75 | | | — | | | | 9.25 | % | | 12/1/2023 | | 3/31/2025 | | | 4,915 | | | | 4,915 | | | | 4,915 | |
ONS MSO, LLC | | Health Care Providers & Services | | S+625 | | | 1.00 | % | | | 11.62 | % | | 2/10/2023 | | 7/8/2026 | | | 28,110 | | | | 27,454 | | | | 28,110 | |
Orthopedic Care Partners Management, LLC | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 12.11 | % | | 8/17/2022 | | 5/16/2024 | | | 5,488 | | | | 5,470 | | | | 5,488 | |
Peter C. Foy & Associates Insurance Services, LLC(16) | | Insurance | | S+600 | | | 0.75 | % | | | 11.47 | % | | 4/1/2022 | | 11/1/2028 | | | 16,877 | | | | 16,636 | | | | 16,539 | |
Pinnacle Treatment Centers, Inc.(16) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.86 | % | | 1/22/2020 | | 1/2/2026 | | | 22,687 | | | | 22,405 | | | | 22,687 | |
Plastic Management, LLC(16) | | Health Care Providers & Services | | S+500 | | | 1.00 | % | | | 10.45 | % | | 4/1/2022 | | 8/18/2027 | | | 17,140 | | | | 16,488 | | | | 17,140 | |
Retina Midco, Inc.(16) | | Health Care Providers & Services | | S+575 | | | 1.00 | % | | | 11.38 | % | | 12/18/2023 | | 1/31/2026 | | | 28,146 | | | | 27,592 | | | | 27,583 | |
RQM+ Corp.(16) | | Life Sciences Tools & Services | | S+575 | | | 1.00 | % | | | 11.36 | % | | 8/20/2021 | | 8/12/2026 | | | 23,636 | | | | 23,327 | | | | 23,636 | |
RxSense Holdings LLC(16) | | Diversified Consumer Services | | S+500 | | | 1.00 | % | | | 10.48 | % | | 4/1/2022 | | 3/13/2026 | | | 2,656 | | | | 2,573 | | | | 2,656 | |
SCP Eye Care, LLC | | Health Care Providers & Services | | S+575 | | | 1.00 | % | | | 11.17 | % | | 10/6/2022 | | 10/5/2029 | | | 10,015 | | | | 9,728 | | | | 10,015 | |
SHO Holding I Corporation (Shoes for Crews)(16) | | Footwear | | S+523 | | | 1.00 | % | | | 10.87 | % | | 4/1/2022 | | 4/27/2024 | | | 5,658 | | | | 5,557 | | | | 5,092 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2023
(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) | | | | | | | | | | | | | | | | | | | | | | | | |
Southern Orthodontic Partners Management, LLC(16) | | Health Care Providers & Services | | S+625 | | | | 1.00 | % | | | 11.72 | % | | 6/3/2022 | | 1/27/2026 | | $ | 15,545 | | | $ | 15,300 | | | $ | 15,545 | |
SPAR Marketing Force, Inc. | | Media | | P+190 | | | | — | | | | 10.40 | % | | 12/1/2023 | | 10/10/2024 | | | 8,461 | | | | 8,461 | | | | 8,461 | |
Stryten Resources LLC | | Auto Parts & Equipment | | S+800 | | | | 1.00 | % | | | 13.47 | % | | 8/11/2021 | | 10/12/2026 | | | 25,659 | | | | 25,341 | | | | 26,044 | |
SunMed Group Holdings, LLC(16) | | Health Care Equipment & Supplies | | S+550 | | | | 0.75 | % | | | 10.96 | % | | 6/16/2021 | | 6/16/2028 | | | 14,982 | | | | 14,676 | | | | 14,982 | |
TAUC Management, LLC(16) | | Health Care Providers & Services | | P+450 | | | | 1.00 | % | | | 13.00 | % | | 4/1/2022 | | 2/12/2027 | | | 6,891 | | | | 6,646 | | | | 6,409 | |
The Townsend Company, LLC(16) | | Commercial Services & Supplies | | S+625 | | | | 1.00 | % | | | 11.61 | % | | 8/17/2023 | | 8/15/2029 | | | 10,276 | | | | 10,030 | | | | 10,276 | |
Tilley Distribution, Inc.(16) | | Trading Companies & Distributors | | S+600 | | | | 1.00 | % | | | 11.50 | % | | 4/1/2022 | | 12/31/2026 | | | 3,808 | | | | 3,663 | | | | 3,808 | |
Ultimate Baked Goods Midco LLC (Rise Baking)(16) | | Packaged Foods & Meats | | S+625 | | | | 1.00 | % | | | 10.96 | % | | 8/12/2021 | | 8/13/2027 | | | 26,359 | | | | 25,811 | | | | 26,095 | |
United Digestive MSO Parent, LLC | | Health Care Providers & Services | | S+675 | | | | 1.00 | % | | | 12.25 | % | | 3/30/2023 | | 3/30/2029 | | | 9,812 | | | | 9,544 | | | | 9,812 | |
Urology Management Holdings, Inc | | Health Care Providers & Services | | S+650 | | | | 1.00 | % | | | 11.93 | % | | 2/7/2023 | | 6/15/2026 | | | 9,205 | | | | 8,983 | | | | 9,136 | |
UVP Management, LLC | | Health Care Providers & Services | | S+625 | | | | 1.00 | % | | | 11.75 | % | | 9/18/2023 | | 9/15/2025 | | | 16,922 | | | | 16,550 | | | | 16,499 | |
Vessco Midco Holdings, LLC | | Water Utilities | | P+350 | | | | 1.00 | % | | | 12.00 | % | | 4/1/2022 | | 11/2/2026 | | | 15 | | | | 15 | | | | 15 | |
WCI-BXC Purchaser, LLC | | Distributors | | S+625 | | | | 1.00 | % | | | 11.64 | % | | 11/6/2023 | | 11/6/2030 | | | 2,904 | | | | 2,833 | | | | 2,832 | |
West-NR Parent, Inc.(16) | | Insurance | | S+625 | | | | 1.00 | % | | | 11.70 | % | | 8/1/2023 | | 12/27/2027 | | | 9,015 | | | | 8,848 | | | | 9,015 | |
Total First Lien Bank Debt/Senior Secured Loans | | | | | | | | | | | | | | | | | | | | $ | 862,886 | | | $ | 872,944 | |
Second Lien Asset-Based Senior Secured Loans | | | | | | | | | | | | | | | | | | | | | | | | |
AMF Levered II, LLC | | Diversified Financial Services | | S+705 | | | | 1.00 | % | | | 12.52 | % | | 12/24/2021 | | 8/21/2028 | | $ | 29,925 | | | $ | 29,474 | | | $ | 29,326 | |
FGI Worldwide LLC | | Diversified Financial Services | | S+650 | | | | 1.00 | % | | | 11.86 | % | | 4/17/2023 | | 4/17/2028 | | | 8,206 | | | | 8,023 | | | | 8,206 | |
Total Second Lien Bank Asset-Backed Senior Secured Loans | | | | | | | | | | | | | | | | | | | | $ | 37,497 | | | $ | 37,532 | |
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 | | $ | 15,654 | | | $ | 12,297 | | | $ | 7,827 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2023
(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 | | S+515 | | | | 4.60 | % | | | 10.50 | % | | 12/31/2019 | | 5/1/2028 | | $ | 34,738 | | | $ | 34,945 | | | $ | 37,274 | |
Arcutis Biotherapeutics, Inc.(3) | | Pharmaceuticals | | S+745 | | | | 0.10 | % | | | 12.90 | % | | 12/22/2021 | | 1/1/2027 | | | 66,849 | | | | 68,169 | | | | 68,186 | |
Ardelyx, Inc.(3) | | Pharmaceuticals | | S+795 | | | | 1.00 | % | | | 13.32 | % | | 2/23/2022 | | 3/1/2027 | | | 17,228 | | | | 17,306 | | | | 17,766 | |
BridgeBio Pharma, Inc.(3) | | Biotechnology | | | — | | | | — | | | | 9.00 | % | (22) | 11/17/2021 | | 11/17/2026 | | | 40,753 | | | | 40,567 | | | | 40,854 | |
Cerapedics, Inc. | | Biotechnology | | S+620 | | | | 2.75 | % | | | 11.55 | % | | 12/27/2022 | | 1/1/2028 | | | 36,156 | | | | 36,260 | | | | 36,156 | |
Glooko, Inc.(16) | | Health Care Technology | | S+790 | | | | 0.10 | % | | | 13.35 | % | | 9/30/2021 | | 10/1/2026 | | | 9,927 | | | | 10,010 | | | | 10,373 | |
Meditrina, Inc. | | Health Care Equipment & Supplies | | S+550 | | | | 3.45 | % | | | 10.85 | % | | 12/20/2022 | | 12/1/2027 | | | 3,367 | | | | 3,374 | | | | 3,401 | |
Neuronetics, Inc.(16) | | Health Care Equipment & Supplies | | S+565 | | | | 3.95 | % | | | 11.00 | % | | 3/2/2020 | | 3/29/2028 | | | 30,878 | | | | 30,921 | | | | 30,878 | |
OmniGuide Holdings, Inc. (13) | | Health Care Equipment & Supplies | | S+580 | | | | 5.31 | % | | | 11.25 | % | | 7/30/2018 | | 11/1/2025 | | | 24,500 | | | | 24,874 | | | | 24,623 | |
Outset Medical, Inc.(3)(16) | | Health Care Equipment & Supplies | | S+515 | | | | 2.75 | % | | | 10.50 | % | | 11/3/2022 | | 11/1/2027 | | | 44,727 | | | | 44,837 | | | | 44,839 | |
Vapotherm, Inc. | | Health Care Equipment & Supplies | | S+930 | | | | 1.00 | % | | | 14.75 | % | (24) | 2/18/2022 | | 2/1/2027 | | | 37,670 | | | | 38,094 | | | | 38,235 | |
Vertos Medical, Inc. | | Health Care Equipment & Supplies | | S+515 | | | | 4.75 | % | | | 10.50 | % | | 6/14/2023 | | 7/1/2028 | | | 6,651 | | | | 6,604 | | | | 6,651 | |
Total First Lien Life Science Senior Secured Loans | | | | | | | | | | | | | | | | | | | | $ | 355,961 | | | $ | 359,236 | |
Total Senior Secured Loans | | | | | | | | | | | | | | | | | | | | $ | 1,268,641 | | | $ | 1,277,539 | |
| | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Interest Rate(1) | | Acquisition Date | | Maturity Date | | Par Amount | | | Cost | | | Fair Value | |
Equipment Financing — 26.0% | | | | | | | | | | | | | | | | | |
A&A Crane and Rigging, LLC (10) | | Commercial Services & Supplies | | 7.78% | | 3/27/2023 | | 3/27/2028 | | $ | 69 | | | $ | 69 | | | $ | 69 | |
Aero Operating LLC (10) | | Commercial Services & Supplies | | 8.47-9.64% | | 2/12/2021 | | 3/1/2025-11/1/2026 | | | 1,345 | | | | 1,343 | | | | 1,343 | |
AFG Dallas III, LLC (10) | | Diversified Consumer Services | | 10.00-11.29% | | 8/11/2022 | | 8/11/2026-3/1/2027 | | | 1,099 | | | | 1,099 | | | | 1,099 | |
Air Methods Corporation (10) | | Airlines | | 7.08-7.13% | | 11/3/2021 | | 11/3/2026-11/23/2026 | | | 3,103 | | | | 3,142 | | | | 3,103 | |
AmeraMex International, Inc. (10) | | Commercial Services & Supplies | | 10.00% | | 3/29/2019 | | 10/15/2024 | | | 381 | | | | 381 | | | | 385 | |
Bazzini, LLC (10) | | Food & Staples Retailing | | 10.46% | | 12/23/2022 | | 1/1/2028 | | | 1,985 | | | | 2,043 | | | | 1,985 | |
Boart Longyear Company (10) | | Metals & Mining | | 8.31-10.44% | | 5/28/2020 | | 7/1/2024-10/7/2026 | | | 2,447 | | | | 2,447 | | | | 2,447 | |
Bowman Energy Solutions, LLC (10) | | Commercial Services & Supplies | | 7.42% | | 7/1/2022 | | 7/1/2026 | | | 114 | | | | 114 | | | | 114 | |
C-Port/Stone LLC (10) | | Oil, Gas & Consumable Fuels | | 8.54% | | 10/7/2022 | | 11/1/2027 | | | 6,247 | | | | 6,098 | | | | 6,060 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2023
(in thousands, except share/unit amounts)
| | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Interest Rate(1) | | Acquisition Date | | Maturity Date | | Par Amount | | | Cost | | | Fair Value | |
Equipment Financing (continued) | | | | | | | | | | | | | | | | | |
Capital City Jet Center, Inc. (10) | | Airlines | | 10.00% | | 4/4/2018 | | 6/22/2026 | | $ | 1,242 | | | $ | 1,242 | | | $ | 1,242 | |
Carolina’s Contracting, LLC (10) | | Diversified Consumer Services | | 8.40-8.72% | | 3/7/2023 | | 3/7/2028-5/18/2028 | | | 3,523 | | | | 3,554 | | | | 3,523 | |
CKD Holdings, Inc. (10) | | Road & Rail | | 8.10-8.60% | | 9/22/2022 | | 3/22/2026-9/22/2027 | | | 2,863 | | | | 2,863 | | | | 2,863 | |
Clubcorp Holdings, Inc. (10) | | Hotels, Restaurants & Leisure | | 9.36-13.01% | | 5/27/2021 | | 4/1/2025-5/1/2028 | | | 6,461 | | | | 6,461 | | | | 6,461 | |
Complete Equipment Rentals, LLC (10) | | Commercial Services & Supplies | | 6.75-7.15% | | 3/23/2023 | | 4/1/2028-6/1/2028 | | | 1,837 | | | | 1,810 | | | | 1,806 | |
Dongwon Autopart Technology Inc. (10) | | Auto Components | | 7.96% | | 2/2/2021 | | 1/1/2026 | | | 1,266 | | | | 1,277 | | | | 1,266 | |
Double S Industrial Contractors, Inc. (10) | | Commercial Services & Supplies | | 8.60% | | 7/28/2023 | | 8/1/2027 | | | 112 | | | | 112 | | | | 112 | |
Drillers Choice, Inc. (10) | | Commercial Services & Supplies | | 8.00-10.08% | | 10/31/2022 | | 11/1/2027-6/1/2029 | | | 1,873 | | | | 1,875 | | | | 1,873 | |
Energy Drilling Services, LLC (10) | | Diversified Consumer Services | | 6.58-9.16% | | 8/26/2022 | | 11/9/2025-9/1/2027 | | | 1,076 | | | | 1,076 | | | | 1,076 | |
Environmental Protection & Improvement Company, LLC (10) | | Road & Rail | | 8.25% | | 9/30/2020 | | 10/1/2027 | | | 4,564 | | | | 4,585 | | | | 4,564 | |
Equipment Operating Leases, LLC (2)(12) | | Multi-Sector Holdings | | 8.37% | | 4/27/2018 | | 4/27/2025 | | | 3,381 | | | | 3,381 | | | | 3,296 | |
Extreme Steel Crane & Rigging, LLC (10) | | Commercial Services & Supplies | | 9.52% | | 3/3/2023 | | 3/3/2027 | | | 847 | | | | 854 | | | | 847 | |
First American Commercial Bancorp, Inc. (10) | | Diversified Financial Services | | 7.50-9.02% | | 10/28/2021 | | 10/1/2026-3/1/2027 | | | 2,279 | | | | 2,281 | | | | 2,279 | |
First National Capital, LLC (10) | | Diversified Financial Services | | 9.00% | | 11/5/2021 | | 7/1/2026 | | | 5,290 | | | | 5,290 | | | | 5,290 | |
Georgia Jet, Inc. (10) | | Airlines | | 8.00% | | 12/4/2017 | | 1/4/2024 | | | 25 | | | | 25 | | | | 25 | |
GMT Corporation (10) | | Machinery | | 10.71% | | 10/23/2018 | | 1/1/2026 | | | 3,813 | | | | 3,816 | | | | 3,813 | |
Hawkeye Contracting Company, LLC (10) | | Construction & Engineering | | 10.50% | | 10/8/2021 | | 11/1/2025 | | | 689 | | | | 689 | | | | 689 | |
HTI Logistics Corporation (10) | | Commercial Services & Supplies | | 9.69-9.94% | | 11/15/2018 | | 5/1/2024-9/1/2025 | | | 153 | | | | 153 | | | | 149 | |
International Automotive Components Group, North America, Inc. (10) | | Auto Components | | 7.95% | | 6/23/2021 | | 6/23/2025 | | | 3,787 | | | | 3,801 | | | | 3,711 | |
Kool Pak, LLC (10) | | Road & Rail | | 8.58% | | 2/5/2018 | | 3/1/2024 | | | 29 | | | | 29 | | | | 29 | |
Loc Performance Products, LLC (10) | | Machinery | | 10.50% | | 12/29/2022 | | 6/1/2027 | | | 636 | | | | 636 | | | | 636 | |
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 | | | 10,911 | | | | 10,911 | | | | 10,911 | |
Lux Vending, LLC (10) | | Consumer Finance | | 12.46-13.26% | | 8/20/2021 | | 8/20/2024-11/1/2024 | | | 632 | | | | 636 | | | | 632 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2023
(in thousands, except share/unit amounts)
| | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Interest Rate(1) | | Acquisition Date | | Maturity Date | | Par Amount | | | Cost | | | Fair Value | |
Equipment Financing (continued) | | | | | | | | | | | | | | | | | |
Miranda Logistics Enterprise, Inc. (10) | | Construction & Engineering | | 7.69% | | 4/14/2023 | | 4/14/2028 | | $ | 787 | | | $ | 787 | | | $ | 787 | |
Mountain Air Helicopters, Inc. (10) | | Commercial Services & Supplies | | 10.00% | | 7/31/2017 | | 2/28/2025 | | | 248 | | | | 247 | | | | 248 | |
Nimble Crane LLC (10) | | Commercial Services & Supplies | | 9.18% | | 7/13/2023 | | 7/13/2028 | | | 934 | | | | 934 | | | | 934 | |
No Limit Construction Services, LLC (10) | | Commercial Services & Supplies | | 7.73% | | 5/5/2023 | | 6/1/2028 | | | 118 | | | | 118 | | | | 118 | |
Ozzies, Inc. (10) | | Commercial Services & Supplies | | 10.72% | | 12/23/2022 | | 1/1/2027 | | | 1,621 | | | | 1,668 | | | | 1,621 | |
PCX Aerostructures LLC (10) | | Aerospace & Defense | | 9.32% | | 11/23/2022 | | 12/1/2028 | | | 2,311 | | | | 2,311 | | | | 2,311 | |
Rane Light Metal Castings Inc. (10) | | Machinery | | 10.00% | | 6/1/2020 | | 6/1/2024 | | | 56 | | | | 56 | | | | 56 | |
Rango, Inc. (10) | | Commercial Services & Supplies | | 9.33% | | 9/24/2019 | | 11/1/2024 | | | 573 | | | | 583 | | | | 563 | |
Rayzor’s Edge LLC (10) | | Diversified Consumer Services | | 7.69-8.27% | | 5/19/2023 | | 5/18/2030-6/30/2030 | | | 711 | | | | 711 | | | | 711 | |
RH Land Construction, LLC & Harbor Dredging LA, Inc. (10) | | Construction & Engineering | | 8.08% | | 5/10/2023 | | 5/10/2026 | | | 114 | | | | 114 | | | | 114 | |
Royal Express Inc. (10) | | Road & Rail | | 9.53% | | 1/17/2019 | | 2/1/2024 | | | 148 | | | | 148 | | | | 148 | |
Rotten Rock Hardscaping & Tree Service (10) | | Diversified Consumer Services | | 8.21% | | 12/6/2022 | | 12/6/2027 | | | 204 | | | | 204 | | | | 204 | |
Rutt Services, LLC (10) | | Commercial Services & Supplies | | 8.95% | | 8/11/2023 | | 8/11/2030 | | | 1,176 | | | | 1,179 | | | | 1,176 | |
Signet Marine Corporation (10) | | Transportation Infrastructure | | 8.50% | | 10/31/2022 | | 10/1/2029 | | | 12,272 | | | | 12,310 | | | | 12,272 | |
SLR Equipment Finance(2) | | Multi-Sector Holdings | | 8.50% | | 1/24/2022 | | 1/27/2024 | | | 3,850 | | | | 3,850 | | | | 3,850 | |
Smiley Lifting Solutions, LLC(10) | | Commercial Services & Supplies | | 7.82-8.61% | | 6/30/2022 | | 9/15/2026-6/27/2030 | | | 5,945 | | | | 5,945 | | | | 5,945 | |
ST Coaches, LLC (10) | | Road & Rail | | 8.50% | | 7/31/2017 | | 1/25/2025 | | | 583 | | | | 583 | | | | 583 | |
Star Coaches Inc. (10) | | Road & Rail | | 8.42% | | 3/9/2018 | | 4/1/2025 | | | 2,327 | | | | 2,327 | | | | 2,211 | |
Superior Transportation , Inc. (10) | | Road & Rail | | 10.22-10.63% | | 7/31/2017 | | 1/1/2026 | | | 2,279 | | | | 2,279 | | | | 2,279 | |
The Smedley Company & Smedley Services, Inc. (10) | | Commercial Services & Supplies | | 4.07% | | 7/31/2017 | | 1/15/2028 | | | 1,397 | | | | 1,397 | | | | 1,270 | |
Trinity Equipment, Inc. (10) | | Commercial Services & Supplies | | 8.78-8.93% | | 5/4/2023 | | 5/4/2028-5/19/2028 | | | 1,345 | | | | 1,345 | | | | 1,345 | |
Trinity Equipment Rentals, Inc. (10) | | Commercial Services & Supplies | | 7.94-8.75% | | 10/8/2021 | | 11/1/2024-12/1/2026 | | | 361 | | | | 361 | | | | 361 | |
U.S. Crane & Rigging, LLC (10) | | Commercial Services & Supplies | | 8.73%-10.92% | | 12/23/2022 | | 3/1/2027-9/1/2028 | | | 2,574 | | | | 2,574 | | | | 2,574 | |
Up Trucking Services, LLC (10) | | Road & Rail | | 11.21% | | 3/23/2018 | | 8/1/2024 | | | 208 | | | | 209 | | | | 208 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2023
(in thousands, except share/unit amounts)
| | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Interest Rate(1) | | Acquisition Date | | Maturity Date | | Par Amount | | | Cost | | | Fair Value | |
Equipment Financing (continued) | | | | | | | | | | | | | | | | | |
Waste Pro of Florida, Inc. & Waste Pro USA, Inc. (10) | | Commercial Services & Supplies | | 9.17% | | 4/18/2023 | | 4/18/2028 | | $ | 8,915 | | | $ | 9,057 | | | $ | 8,915 | |
Wind River Environmental, LLC (10) | | Diversified Consumer Services | | 8.43-10.00% | | 7/31/2019 | | 8/1/2024-10/5/2025 | | | 311 | | | | 311 | | | | 311 | |
Womble Company, Inc. (10) | | Energy Equipment & Services | | 9.11% | | 12/27/2019 | | 1/1/2025 | | | 210 | | | | 210 | | | | 206 | |
Worldwide Flight Services, Inc. (10) | | Transportation Infrastructure | | 8.32-9.93% | | 9/23/2022 | | 9/23/2027-8/16/2028 | | | 3,053 | | | | 3,097 | | | | 3,053 | |
Zamborelli Enterprises Pacific Southern Foundation (10) | | Diversified Consumer Services | | 8.91% | | 12/7/2022 | | 1/1/2027 | | | 566 | | | | 570 | | | | 566 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | Shares/Units | | | | | | | |
SLR Equipment Finance Equity Interests (2)(9)(17)* | | Multi-Sector Holdings | | | | 7/31/2017 | | | | | 200 | | | | 145,000 | | | | 120,820 | |
Total Equipment Financing | | | | | | | | | | | | | $ | 282,078 | | | $ | 256,819 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Preferred Equity – 0.4% | | | | | | | | | | | | | | | | | |
SOINT, LLC (2)(3)(4) | | Aerospace & Defense | | 5.00%(11) | | 6/8/2012 | | 6/30/2025 | | | — | | | $ | 5,178 | | | $ | 3,801 | |
| | | | | | | | | | | | | | | | |
Description | | Industry | | Acquisition Date | | Shares/ Units | | | Cost | | | Fair Value | |
Common Equity/Equity Interests/Warrants—62.5% | | | | | | | | | | | | | |
Assertio Holdings, Inc. (8)* | | Pharmaceuticals | | 7/31/2023 | | | 12,510 | | | $ | 51 | | | $ | 13 | |
aTyr Pharma, Inc. Warrants * | | Pharmaceuticals | | 11/18/2016 | | | 2,932 | | | | 36 | | | | — | |
Bayside Parent, LLC (27)* | | Health Care Providers & Services | | 5/31/2023 | | | 6,526 | | | | 11,411 | | | | 3,815 | |
CardioFocus, Inc. Warrants * | | Health Care Equipment & Supplies | | 3/31/2017 | | | 90 | | | | 51 | | | | — | |
Centrexion Therapeutics, Inc. Warrants * | | Pharmaceuticals | | 6/28/2019 | | | 289,102 | | | | 136 | | | | 45 | |
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 | | | 260,000 | | | | 129 | | | | 327 | |
KBH Topco LLC (Kingsbridge) (2)(5)(18). | | Multi-Sector Holdings | | 11/3/2020 | | | 73,500,000 | | | | 136,596 | | | | 142,000 | |
Meditrina, Inc. Warrants * | | Health Care Equipment & Supplies | | 12/20/2022 | | | 29,366 | | | | 23 | | | | 19 | |
NSPC Holdings, LLC (National Spine) * | | Health Care Providers & Services | | 2/13/2023 | | | 207,043 | | | | 657 | | | | — | |
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 | | | | — | |
Senseonics Holdings, Inc. (3)(8)* | | Health Care Equipment & Supplies | | 7/25/2019 | | | 469,353 | | | | 235 | | | | 268 | |
SLR-AMI Topco Blocker, LLC (15)(27)* | | Internet & Catalog Retail | | 6/16/2023 | | | — | | | | 24,085 | | | | 15,867 | |
SLR Business Credit (2)(3)(19) | | Diversified Financial Services | | 4/1/2022 | | | 100 | | | | 81,583 | | | | 90,370 | |
SLR Credit Solutions (2)(3)(20) | | Diversified Financial Services | | 12/28/2012 | | | 280,303 | | | | 280,737 | | | | 284,000 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2023
(in thousands, except share/unit amounts)
| | | | | | | | | | | | | | | | |
Description | | Industry | | Acquisition Date | | Shares/ Units | | | Cost | | | Fair Value | |
Common Equity/Equity Interests/Warrants (continued) | | | | | | | | | | | | | |
SLR Healthcare ABL (2)(3)(21) | | Diversified Financial Services | | 4/1/2022 | | | 32,839 | | | $ | 34,335 | | | $ | 35,850 | |
SLR Senior Lending Program LLC (2)(3)(25) | | Asset Management | | 12/1/2022 | | | — | | | | 42,875 | | | | 43,899 | |
Vapotherm, Inc. Warrants* | | Health Care Equipment & Supplies | | 2/18/2022 | | | 78,287 | | | | 319 | | | | 3 | |
Venus Concept Ltd. Warrants* (f/k/a Restoration Robotics) | | Health Care Equipment & Supplies | | 5/10/2018 | | | 2,230 | | | | 152 | | | | — | |
Vertos Medical, Inc. Warrants* | | Health Care Equipment & Supplies | | 6/14/2023 | | | 161,761 | | | | 51 | | | | 51 | |
Total Common Equity/Equity Interests/Warrants | | | | | | | | | $ | 634,500 | | | $ | 616,607 | |
Total Investments (6) — 218.4% | | | | | | | | | $ | 2,190,397 | | | $ | 2,154,766 | |
| | | | | | | | | | | | | | | | | | |
Description | | Industry | | Acquisition Date | | Maturity Date | | Par Amount | | | Cost | | | Fair Value | |
Cash Equivalents —33.7% | | | | | | | | | | | | | | | |
U.S. Treasury Bill (5.33% yield) | | Government | | 12/29/2023 | | 2/27/2024 | | $ | 335,000 | | | $ | 332,290 | | | $ | 332,290 | |
Total Investments & Cash Equivalents — 252.1% | | | | | | | | | | | $ | 2,522,687 | | | $ | 2,487,056 | |
Liabilities in Excess of Other Assets — (152.1%) | | | | | | | | | | | | | | | (1,500,417 | ) |
Net Assets — 100.0% | | | | | | | | | | | | | | $ | 986,639 | |
(1)Floating rate debt investments typically bear interest at a rate determined by reference to 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, 2023.
(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 (the “1940 Act”), due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2023 in these controlled investments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Issuer | | Fair Value at December 31, 2022 | | | Gross Additions | | | Gross Reductions | | | Realized Loss | | | Change in Unrealized Gain (Loss) | | | Fair Value at December 31, 2023 | | | Interest/ Dividend/ Other Income | |
Equipment Operating Leases, LLC | | $ | 3,741 | | | $ | — | | | $ | (456 | ) | | $ | — | | | $ | 11 | | | $ | 3,296 | | | $ | 304 | |
Kingsbridge Holdings, LLC | | | 80,000 | | | | 16,000 | | | | — | | | | — | | | | (96 | ) | | | 96,000 | | | | 10,320 | |
KBH Topco, LLC (Kingsbridge) | | | 148,444 | | | | — | | | | — | | | | — | | | | (6,444 | ) | | | 142,000 | | | | 13,125 | |
Loyer Capital LLC | | | 7,361 | | | | — | | | | — | | | | — | | | | — | | | | 7,361 | | | | 755 | |
RD Holdco, Inc. (Rug Doctor, common equity) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
RD Holdco, Inc. (Rug Doctor, class B) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
RD Holdco, Inc. (Rug Doctor, warrants) | | | — | | | | — | | | | — | | | | (381 | ) | | | 381 | | | | — | | | | — | |
RD Holdco, Inc. (debt) | | | 6,521 | | | | 506 | | | | — | | | | — | | | | 800 | | | | 7,827 | | | | — | |
SLR Business Credit | | | 89,370 | | | | — | | | | — | | | | — | | | | 1,000 | | | | 90,370 | | | | 7,000 | |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2023
(in thousands, except share/unit amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Issuer | | Fair Value at December 31, 2022 | | | Gross Additions | | | Gross Reductions | | | Realized Loss | | | Change in Unrealized Gain (Loss) | | | Fair Value at December 31, 2023 | | | Interest/ Dividend/ Other Income | |
SLR Credit Solutions | | | 288,760 | | | | — | | | | — | | | | — | | | | (4,760 | ) | | | 284,000 | | | | 20,000 | |
SLR Equipment Finance (equity) | | | 120,820 | | | | — | | | | — | | | | — | | | | — | | | | 120,820 | | | | — | |
SLR Equipment Finance (debt) | | | 5,000 | | | | 3,850 | | | | (5,000 | ) | | | — | | | | — | | | | 3,850 | | | | 248 | |
SLR Healthcare ABL | | | 34,350 | | | | — | | | | — | | | | — | | | | 1,500 | | | | 35,850 | | | | 4,360 | |
SLR Senior Lending Program LLC | | | 9,426 | | | | 33,375 | | | | — | | | | — | | | | 1,098 | | | | 43,899 | | | | 1,474 | |
SOINT, LLC | | | 3,801 | | | | 251 | | | | — | | | | — | | | | (251 | ) | | | 3,801 | | | | 251 | |
| | $ | 797,594 | | | $ | 53,982 | | | $ | (5,456 | ) | | $ | (381 | ) | | $ | (6,761 | ) | | $ | 839,074 | | | $ | 57,837 | |
(1)Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the 1940 Act. If the Company fails to invest a sufficient portion of its assets in qualifying assets, it 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, 2023, on a fair value basis, non-qualifying assets in the Company’s portfolio represented 26.6% of the total assets of the Company.
(2)The Company’s investment in SOINT, LLC includes a one dollar investment in common shares.
(3)Kingsbridge Holdings, LLC is held through KBH Topco LLC, a Delaware corporation.
(4)Aggregate net unrealized appreciation for U.S. federal income tax purposes is $2,567; aggregate gross unrealized appreciation and depreciation for U.S. federal tax purposes is $97,678 and $95,111, respectively, based on a tax cost of $2,152,199. Unless otherwise noted, all of the Company’s investments are pledged as collateral against the borrowings outstanding on the Credit Facility (as defined below) (see note 7 to the consolidated financial statements). 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.
(5)Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the SOFR or PRIME rate. These instruments are often subject to a SOFR or PRIME rate floor.
(6)Denotes a Level 1 investment.
(7)SLR Equipment Finance is held through NEFCORP LLC, a wholly-owned consolidated taxable subsidiary and NEFPASS LLC, a wholly-owned consolidated subsidiary.
(8)Indicates an investment that is wholly held by the Company through NEFPASS LLC.
(9)Interest is paid in kind (“PIK”).
(10)Denotes a subsidiary of SLR Equipment Finance.
(11)OmniGuide Holdings, Inc., Domain Surgical, Inc. and OmniGuide, Inc. are co-borrowers.
(12)Kaseya, Inc. may elect to defer up to 2.50% of the coupon as PIK.
(13)Through this entity and other intermediate entities, the Company owns approximately 7.3% of the underlying common units of ASC Holdco, LLC, a joint venture which owns certain assets of the former Amerimark Interactive, LLC.
(14)Indicates an investment that is wholly or partially held by the Company through its wholly-owned financing subsidiary SUNS SPV LLC. 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.
(15)See note 12 to the consolidated financial statements.
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2023
(in thousands, except share/unit amounts)
(16)See note 13 to the consolidated financial statements.
(17)See note 15 to the consolidated financial statements.
(18)See note 11 to the consolidated financial statements.
(19)See note 14 to the consolidated financial statements.
(20)BridgeBio Pharma, Inc. may elect to defer up to 3.00% of the coupon as PIK.
(21)The Company became an Affiliated Person to Bayside Opco, LLC and Bayside Parent, LLC on May 31, 2023 and to Amerimark Intermediate Holdings, LLC and SLR- AMI Topco Blocker, LLC on June 16, 2023.
(22)Vapotherm, Inc. may elect to defer up to 9.00% of the coupon as PIK.
(23)See note 17 to the consolidated financial statements.
(24)iCIMS, Inc. may elect to defer up to 3.875% of the coupon as PIK.
(25)Denotes investments in which we are an “Affiliated Person” but do not exercise a controlling influence, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 5% but less than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2023 (beginning with the date at which the Company became an Affiliated Person) in these affiliated investments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Issuer | | Fair Value at Date of Affiliation(23) | | | Gross Additions | | | | Gross Reductions | | | Realized Gain (Loss) | | | Change in Unrealized Gain (Loss) | | | Fair Value at December 31, 2023 | | | Interest Income | |
Oldco AI, LLC (f/k/a AmeriMark) | | $ | — | | | $ | 1,270 | | | | $ | (1,270 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | 194 | |
Oldco AI, LLC (f/k/a AmeriMark) | | | 9,371 | | | | — | | | | (17,070)a | | | | — | | | | 7,699 | | | | — | | | | — | |
Bayside Opco, LLC | | | 846 | | | | 21 | | | | | (867 | ) | | | — | | | | — | | | | — | | | | 44 | |
Bayside Opco, LLC | | | 18,224 | | | | 1,191 | | | | | — | | | | — | | | | — | | | | 19,415 | | | | 1,399 | |
Bayside Parent, LLC (loan) | | | 4,773 | | | | 380 | | | | | — | | | | — | | | | — | | | | 5,153 | | | | 447 | |
Bayside Parent, LLC (equity) | | | 4,681 | | | | — | | | | | — | | | | — | | | | (866 | ) | | | 3,815 | | | | — | |
SLR-AMI Topco Blocker, LLC | | | 7,014 | | | | 17,070 | | a | | | — | | | | — | | | | (8,217 | ) | | | 15,867 | | | | — | |
| | $ | 44,909 | | | $ | 19,932 | | | | $ | (19,207 | ) | | $ | — | | | $ | (1,384 | ) | | $ | 44,250 | | | $ | 2,084 | |
a Includes contribution of basis from Oldco AI, LLC to SLR-AMI Topco Blocker, LLC.
* Non-income producing security.
** Investment is on non-accrual status.
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
December 31, 2023
| | | | |
Industry Classification | | Percentage of Total Investments (at fair value) as of December 31, 2023 | |
Diversified Financial Services (includes SLR Credit Solutions, SLR Business Credit and SLR Healthcare ABL) | | | 21.9 | % |
Multi-Sector Holdings (includes Kingsbridge Holdings, LLC, SLR Equipment Finance, Equipment Operating Leases, LLC and Loyer Capital LLC) | | | 17.3 | % |
Health Care Providers & Services | | | 13.2 | % |
Health Care Equipment & Supplies | | | 7.6 | % |
Pharmaceuticals | | | 5.7 | % |
Biotechnology | | | 3.6 | % |
Software | | | 3.5 | % |
Insurance | | | 2.9 | % |
Diversified Consumer Services | | | 2.3 | % |
Commercial Services & Supplies | | | 2.2 | % |
Asset Management | | | 2.1 | % |
Capital Markets | | | 2.0 | % |
Media | | | 1.7 | % |
Thrifts & Mortgage Finance | | | 1.4 | % |
Personal Products | | | 1.3 | % |
Packaged Foods & Meats | | | 1.2 | % |
Auto Parts & Equipment | | | 1.2 | % |
Road & Rail | | | 1.1 | % |
Life Sciences Tools & Services | | | 1.1 | % |
Internet Software & Services | | | 0.9 | % |
Internet & Catalog Retail | | | 0.7 | % |
Transportation Infrastructure | | | 0.7 | % |
Communications Equipment | | | 0.7 | % |
Health Care Technology | | | 0.5 | % |
Trading Companies & Distributors | | | 0.5 | % |
Hotels, Restaurants & Leisure | | | 0.3 | % |
Aerospace & Defense | | | 0.3 | % |
Oil, Gas & Consumable Fuels. | | | 0.3 | % |
Footwear | | | 0.2 | % |
Auto Components | | | 0.2 | % |
IT Services | | | 0.2 | % |
Food Products | | | 0.2 | % |
Machinery | | | 0.2 | % |
Airlines | | | 0.2 | % |
Distributors | | | 0.1 | % |
Metals & Mining | | | 0.1 | % |
Leisure Equipment & Products | | | 0.1 | % |
Specialty Retail | | | 0.1 | % |
Food & Staples Retailing | | | 0.1 | % |
Construction & Engineering | | | 0.1 | % |
Consumer Finance | | | 0.0 | % |
Energy Equipment & Services | | | 0.0 | % |
Water Utilities | | | 0.0 | % |
Total Investments | | | 100.0 | % |
See notes to consolidated financial statements.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2024
(in thousands, except share amounts)
Note 1. Organization
SLR Investment Corp. (the “Company,” “SLRC,” “we,” “us” or “our”), a Maryland corporation formed in November 2007, is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standards Board 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.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
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.
Interim consolidated financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, they may not include all of the information and notes required by GAAP for annual consolidated financial statements. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending on December 31, 2024.
In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of consolidated 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 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 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;
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
(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.
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 nine months ended September 30, 2024, 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, 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.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
(e)The Company intends to comply with the applicable provisions of the Code pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it of substantially all U.S. federal income taxes. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. The Company will accrue excise tax on such estimated excess taxable income as appropriate.
(f)Book and tax basis differences relating to stockholder distributions and other permanent book and tax differences are typically reclassified among the Company’s capital accounts annually. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP.
(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.
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
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. On April 1, 2022, in connection with the consummation of the Mergers, we 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 us to the Investment Adviser pursuant to the Advisory Agreement. Following the Letter Agreement, the base management fee is now 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 (as defined below), 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 equals 20% of the Company’s cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment basis at the end of each calendar year) and all net capital gains upon which prior performance-based capital gains incentive fee payments were previously made to the Investment Adviser. For financial statement purposes, the second part of the performance-based incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation. No accrual was required for the three and nine months ended September 30, 2024 and 2023.
For the three and nine months ended September 30, 2024, the Company recognized $7,893 and $23,650, respectively, in base management fees and $6,077 and $18,097, respectively, in performance-based incentive fees. For the three and nine months ended September 30, 2024, $41 and $131, respectively, of such performance-based incentive fees were waived. For the three and nine months ended September 30, 2023, the Company recognized $8,051 and $23,635, respectively, in base management fees and $5,796 and $16,943, respectively, in performance-based incentive fees. For the three and nine months ended September 30, 2023, $175 and $410, 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 discounts 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.
The Company has also entered into an administration agreement (the “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,
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
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 three and nine months ended September 30, 2024, the Company recognized expenses under the Administration Agreement of $1,392 and $4,144, respectively. No managerial assistance fees were accrued or collected for the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2023, the Company recognized expenses under the Administration Agreement of $1,575 and $4,563 respectively. No managerial assistance fees were accrued or collected for the three and nine months ended September 30, 2023.
Note 4. Net Asset Value Per Share
At September 30, 2024, the Company’s total net assets and net asset value per share were $992,685 and $18.20, respectively. This compares to total net assets and net asset value per share at December 31, 2023 of $986,639 and $18.09, respectively.
Note 5. Earnings Per Share
The following table sets forth the computation of basic and diluted net increase in net assets per share resulting from operations, pursuant to ASC 260-10, for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | |
| Three months ended September 30, | | | Nine months ended September 30, | |
| 2024 | | | 2023 | | | 2024 | | | 2023 | |
Earnings per share (basic & diluted) | | | | | | | | | | | |
Numerator - net increase in net assets resulting from operations: | $ | 22,049 | | | $ | 26,947 | | | $ | 73,148 | | | $ | 52,766 | |
Denominator - weighted average shares: | | 54,554,634 | | | | 54,544,634 | | | | 54,554,634 | | | | 54,554,639 | |
Earnings per share: | $ | 0.40 | | | $ | 0.49 | | | $ | 1.34 | | | $ | 0.97 | |
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.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(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 tables 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 measured at fair value on a recurring basis, as of September 30, 2024 and December 31, 2023:
Fair Value Measurements
As of September 30, 2024
| | | | | | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Measured at Net Asset Value* | | | Total | |
Assets: | | | | | | | | | | | | | | | |
Senior Secured Loans | | $ | — | | | $ | — | | | $ | 1,172,929 | | | $ | — | | | $ | 1,172,929 | |
Equipment Financing | | | — | | | | — | | | | 198,470 | | | | — | | | | 198,470 | |
Preferred Equity | | | — | | | | — | | | | 31,033 | | | | — | | | | 31,033 | |
Common Equity/Equity Interests/Warrants | | | 179 | | | | — | | | | 620,115 | | | | 49,302 | | | | 669,596 | |
Total Investments | | $ | 179 | | | $ | — | | | $ | 2,022,547 | | | $ | 49,302 | | | $ | 2,072,028 | |
Fair Value Measurements
As of December 31, 2023
| | | | | | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Measured at Net Asset Value* | | | Total | |
Assets: | | | | | | | | | | | | | | | |
Senior Secured Loans | | $ | — | | | $ | — | | | $ | 1,277,539 | | | $ | — | | | $ | 1,277,539 | |
Equipment Financing | | | — | | | | — | | | | 256,819 | | | | — | | | | 256,819 | |
Preferred Equity | | | — | | | | — | | | | 3,801 | | | | — | | | | 3,801 | |
Common Equity/Equity Interests/Warrants | | | 281 | | | | — | | | | 572,427 | | | | 43,899 | | | | 616,607 | |
Total Investments | | $ | 281 | | | $ | — | | | $ | 2,110,586 | | | $ | 43,899 | | | $ | 2,154,766 | |
* 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 (as defined below). See Note 17 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.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
The following tables provide a summary of the changes in fair value of Level 3 assets for the three and nine months ended September 30, 2024, 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 September 30, 2024:
Fair Value Measurements Using Level 3 Inputs
| | | | | | | | | | | | | | | | | | | | |
| | Senior Secured Loans | | | Equipment Financing | | | Preferred Equity | | | Common Equity/ Equity Interests/ Warrants | | | Total | |
Fair value, June 30, 2024 | | $ | 1,291,467 | | | $ | 209,457 | | | $ | 2,500 | | | $ | 583,651 | | | $ | 2,087,075 | |
Total gains or losses included in earnings: | | | | | | | | | | | | | | | |
Net realized gain (loss) | | | (2,185 | ) | | | — | | | | — | | | | (591 | ) | | | (2,776 | ) |
Net change in unrealized gain (loss) | | | (4,872 | ) | | | (3,384 | ) | | | 1,525 | | | | 7,174 | | | | 443 | |
Purchase of investment securities* | | | 103,735 | | | | — | | | | 27,008 | | | | 30,330 | | | | 161,073 | |
Proceeds from dispositions of investment securities | | | (215,216 | ) | | | (7,603 | ) | | | — | | | | (449 | ) | | | (223,268 | ) |
Transfers in/out of Level 3 | | | — | | | | — | | | | — | | | | — | | | | — | |
Fair value, September 30, 2024 | | $ | 1,172,929 | | | $ | 198,470 | | | $ | 31,033 | | | $ | 620,115 | | | $ | 2,022,547 | |
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period: | | | | | | | | | | | | | | | |
Net change in unrealized gain (loss) | | $ | 1,197 | | | $ | (3,384 | ) | | $ | 1,525 | | | $ | 6,256 | | | $ | 5,594 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | Senior Secured Loans | | | Equipment Financing | | | Preferred Equity | | | Common Equity/ Equity Interests/ Warrants | | | Total | |
Fair value, December 31, 2023 | | $ | 1,277,539 | | | $ | 256,819 | | | $ | 3,801 | | | $ | 572,427 | | | $ | 2,110,586 | |
Total gains or losses included in earnings: | | | | | | | | | | | | | | | |
Net realized gain (loss) | | | (1,776 | ) | | | — | | | | — | | | | (610 | ) | | | (2,386 | ) |
Net change in unrealized gain (loss) | | | (806 | ) | | | (7,831 | ) | | | 161 | | | | 11,313 | | | | 2,837 | |
Purchase of investment securities* | | | 293,514 | | | | 43 | | | | 27,071 | | | | 37,434 | | | | 358,062 | |
Proceeds from dispositions of investment securities | | | (395,542 | ) | | | (50,561 | ) | | | — | | | | (449 | ) | | | (446,552 | ) |
Transfers in/out of Level 3 | | | — | | | | — | | | | — | | | | — | | | | — | |
Fair value, September 30, 2024 | | $ | 1,172,929 | | | $ | 198,470 | | | $ | 31,033 | | | $ | 620,115 | | | $ | 2,022,547 | |
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) | | $ | 2,608 | | | $ | (7,831 | ) | | $ | 161 | | | $ | 10,338 | | | $ | 5,276 | |
* Includes PIK capitalization and accretion of discount.
While the Company has not made an election to apply the fair value option of accounting to any of its current debt obligations, if the Company’s debt obligations were carried at fair value at September 30, 2024, the fair value of the Credit Facility, SPV Credit Facility, 2024 Unsecured Notes, 2025 Unsecured Notes, 2026 Unsecured Notes, 2027 Unsecured Notes and 2027 Series F Unsecured Notes (each as defined below) would be $476,777, $165,050, $124,563, $84,235, $72,750, $46,625 and $127,913, respectively. All debt obligations would be considered Level 3 liabilities and would be valued with market yield as the unobservable input.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(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, 2023, 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, 2023:
Fair Value Measurements Using Level 3 Inputs
| | | | | | | | | | | | | | | | | | | | |
| | Senior Secured Loans | | | Equipment Financing | | | Preferred Equity | | | Common Equity/ Equity Interests/ Warrants | | | Total | |
Fair value, December 31, 2022 | | $ | 1,245,414 | | | $ | 265,952 | | | $ | 3,801 | | | $ | 561,600 | | | $ | 2,076,767 | |
Total gains or losses included in earnings: | | | | | | | | | | | | | | | |
Net realized loss | | | (26,108 | ) | | | — | | | | — | | | | (451 | ) | | | (26,559 | ) |
Net change in unrealized gain (loss) | | | 36,436 | | | | 234 | | | | (251 | ) | | | (24,985 | ) | | | 11,434 | |
Purchase of investment securities* | | | 729,964 | | | | 35,585 | | | | 251 | | | | 36,314 | | | | 802,114 | |
Proceeds from dispositions of investment securities | | | (708,167 | ) | | | (44,952 | ) | | | — | | | | (51 | ) | | | (753,170 | ) |
Transfers in/out of Level 3 | | | — | | | | — | | | | — | | | | — | | | | — | |
Fair value, December 31, 2023 | | $ | 1,277,539 | | | $ | 256,819 | | | $ | 3,801 | | | $ | 572,427 | | | $ | 2,110,586 | |
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) | | $ | 31,484 | | | $ | 234 | | | $ | (251 | ) | | $ | (24,985 | ) | | $ | 6,482 | |
* Includes PIK capitalization and accretion of discount
While the Company has not made an election to apply the fair value option of accounting to any of its current debt obligations, if the Company’s debt obligations were carried at fair value at December 31, 2023, the fair value of the Credit Facility, SPV Credit Facility, 2024 Unsecured Notes, 2025 Unsecured Notes, 2026 Unsecured Notes, 2027 Unsecured Notes and 2027 Series F Unsecured Notes would be $507,000, $206,250, $122,813, $82,663, $71,438, $45,500 and $124,875, respectively. All debt obligations would be considered Level 3 liabilities and would be valued with market yield as the unobservable input.
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.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of September 30, 2024 is summarized in the table below:
| | | | | | | | | | | | |
| | Asset or Liability | | Fair Value at September 30, 2024 | | | Principal Valuation Technique/Methodology | | Unobservable Input | | Range (Weighted Average) |
Senior Secured Loans | | Asset | | $ | 1,165,102 | | | Income Approach | | Market Yield | | 9.6% – 32.8% (12.3%) |
| | | | $ | 7,827 | | | Recovery Analysis | | Recoverable Amount | | N/A |
Equipment Financing | | Asset | | $ | 85,910 | | | Income Approach | | Market Yield | | 9.1% – 9.1% (9.1%) |
| | | | $ | 112,560 | | | Market Multiple(1) | | Comparable Multiple | | 1.2x – 1.5x (1.5x) |
Preferred Equity | | Asset | | $ | 31,033 | | | Income Approach | | Market Yield | | 0.0% – 9.0% (8.3%) |
Common Equity/Equity Interests/Warrants | | Asset | | $ | 174,145 | | | Market Multiple(2) | | Comparable Multiple | | 5.5x –11.3x (8.8x) |
| | | | $ | 445,970 | | | Market Approach | | Return on Equity | | 0.0% – 24.2% (12.0%) |
(1)Includes $112,560 of investments valued using an implied multiple.
(2)Includes $250 of investments valued using a Black-Scholes model and $173,895 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, 2023 is summarized in the table below:
| | | | | | | | | | | | |
| | Asset or Liability | | Fair Value at December 31, 2023 | | | Principal Valuation Technique/Methodology | | Unobservable Input | | Range (Weighted Average) |
Senior Secured Loans | | Asset | | $ | 1,269,712 | | | Income Approach | | Market Yield | | 10.0% – 45.5% (13.2%) |
| | | | $ | 7,827 | | | Recovery Analysis | | Recoverable Amount | | N/A |
Equipment Financing | | Asset | | $ | 135,999 | | | Income Approach | | Market Yield | | 8.5% – 9.3% (9.3%) |
| | | | $ | 120,820 | | | Market Multiple(1) | | Comparable Multiple | | 1.2x – 1.5x (1.4x) |
Preferred Equity | | Asset | | $ | 3,801 | | | Income Approach | | Market Yield | | 5.0% – 5.0% (5.0%) |
Common Equity/Equity Interests/Warrants | | Asset | | $ | 162,207 | | | Market Multiple(2) | | Comparable Multiple | | 5.5x – 11.3x (9.5x) |
| | | | $ | 410,220 | | | Market Approach | | Return on Equity | | 7.1% – 34.8% (10.6%) |
(1)Includes $120,820 of investments valued using an implied multiple.
(2)Includes $525 of investments valued using a Black-Scholes model and $161,682 of investments valued using an EBITDA multiple.
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. Weighted averages in the above tables are calculated based on fair value of the underlying assets.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
Note 7. Debt
Our debt obligations consisted of the following as of September 30, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | | | December 31, 2023 | | |
Facility | | Face Amount | | | Carrying Value | | | | Face Amount | | | Carrying Value | | |
Credit Facility | | $ | 476,777 | | | $ | 469,234 | | (1) | | $ | 507,000 | | | $ | 503,358 | | (1) |
SPV Credit Facility | | | 165,050 | | | | 163,192 | | (2) | | | 206,250 | | | | 205,357 | | (2) |
2024 Unsecured Notes | | | 125,000 | | | | 124,937 | | (3) | | | 125,000 | | | | 124,711 | | (3) |
2025 Unsecured Notes | | | 85,000 | | | | 84,911 | | (4) | | | 85,000 | | | | 84,781 | | (4) |
2026 Unsecured Notes | | | 75,000 | | | | 74,709 | | (5) | | | 75,000 | | | | 74,616 | | (5) |
2027 Unsecured Notes | | | 50,000 | | | | 49,975 | | (6) | | | 50,000 | | | | 49,966 | | (6) |
2027 Series F Unsecured Notes | | | 135,000 | | | | 134,996 | | (7) | | | 135,000 | | | | 134,988 | | (7) |
| | $ | 1,111,827 | | | $ | 1,101,954 | | | | $ | 1,183,250 | | | $ | 1,177,777 | | |
(1)Carrying Value equals the Face Amount net of unamortized debt issuance costs of $7,543 and $3,642 as of September 30, 2024 and December 31, 2023, respectively.
(2)Carrying Value equals the Face Amount net of unamortized debt issuance costs/market discount of $1,858 and $893 as of September 30, 2024 and December 31, 2023, respectively.
(3)Carrying Value equals the Face Amount net of unamortized debt issuance costs of $63 and $289 as of September 30, 2024 and December 31, 2023, respectively.
(4)Carrying Value equals the Face Amount net of unamortized market discount of $89 and $219 as of September 30, 2024 and December 31, 2023, respectively.
(5)Carrying Value equals the Face Amount net of unamortized debt issuance costs of $291 and $384 as of September 30, 2024 and December 31, 2023, respectively.
(6)Carrying Value equals the Face Amount net of unamortized debt issuance costs of $25 and $34 as of September 30, 2024 and December 31, 2023, respectively.
(7)Carrying Value equals the Face Amount net of unamortized debt issuance costs of $4 and $12 as of September 30, 2024 and December 31, 2023, respectively.
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.
On January 6, 2022, the Company closed a private offering of $135,000 of unsecured notes with a fixed interest rate of 3.33% and a maturity date of January 6, 2027 (the "2027 Series F Unsecured Notes") . 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 unsecured notes with a fixed interest rate of 2.95% and a maturity date of March 14, 2027 (the "2027 Unsecured Notes"). 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 unsecured notes with a fixed interest rate of 4.20% and a maturity date of December 15, 2024 (the "2024 Unsecured Notes"). 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.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
On December 18, 2019, the Company closed a private offering of $75,000 of unsecured notes with a fixed interest rate of 4.375% and a maturity date of December 15, 2026 (the "2026 Unsecured Notes"). 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.
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, subsequent to an August 30, 2024 amendment, the commitment under the SPV Credit Facility is $275,000. The stated interest rate on the SPV Credit Facility is SOFR plus 2.25%-2.75% with no SOFR floor requirement, and the current final maturity date is August 30, 2028. 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 September 30, 2024, outstanding USD equivalent borrowings under the SPV Credit Facility totaled $165,050.
On August 16, 2024, the Company closed on Amendment No. 3 to its August 28, 2019 senior secured credit agreement (the “Credit Facility”). Following the amendment, the Credit Facility is now composed of $620,000 of revolving credit and $140,000 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, matures in August 2029 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, require the Company to maintain a minimum stockholder’s equity and a minimum asset coverage ratio. At September 30, 2024, outstanding USD equivalent borrowings under the Credit Facility totaled $476,777, composed of $336,777 of revolving credit and $140,000 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 nine months ended September 30, 2024 and the year ended December 31, 2023 was 6.01% and 5.88%, 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 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 nine months ended September 30, 2024 and the year ended December 31, 2023 were $1,192,250 and $1,273,200, respectively.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
Note 8. Financial Highlights
The following is a schedule of financial highlights for the nine months ended September 30, 2024 and 2023:
| | | | | | | | |
| | Nine months ended September 30, 2024 | | | Nine months ended September 30, 2023 | |
Per Share Data: (a) | | | | | | |
Net asset value, beginning of year | | $ | 18.09 | | | $ | 18.33 | |
Net investment income | | | 1.33 | | | | 1.25 | |
Net realized and unrealized gain (loss) | | | 0.01 | | | | (0.29 | ) |
Net increase in net assets resulting from operations | | | 1.34 | | | | 0.96 | |
Distributions to stockholders: | | | | | | |
From distributable earnings | | | (1.23 | ) | | | (1.23 | ) |
From return of capital | | | — | | | | — | |
Net asset value, end of period | | $ | 18.20 | | | $ | 18.06 | |
Per share market value, end of period | | $ | 15.05 | | | $ | 15.39 | |
Total Return (b)(c) | | | 8.28 | % | | | 20.07 | % |
Net assets, end of period | | $ | 992,685 | | | $ | 985,385 | |
Shares outstanding, end of period | | | 54,554,634 | | | | 54,554,634 | |
Ratios to average net assets (c): | | | | | | |
Net investment income | | | 7.32 | % | | | 6.90 | % |
Operating expenses | | 4.95%* | | | 4.89%* | |
Interest and other credit facility expenses | | | 5.58 | % | | | 5.37 | % |
Total expenses | | 10.53%* | | | 10.26%* | |
Average debt outstanding | | $ | 1,138,482 | | | $ | 1,161,095 | |
Portfolio turnover ratio | | | 16.5 | % | | | 22.1 | % |
(a)Calculated using the average shares outstanding method.
(b)Total return is based on the change in market price per share during the period and takes into account distributions, if any, reinvested in accordance with the dividend reinvestment plan. The market price per share as of December 31, 2023 and December 31, 2022 was $15.03 and $13.91, respectively. Total return does not include a sales load.
(c)Not annualized for periods less than one year.
* The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is shown net of the performance-based incentive fee waiver (see note 3). For the nine months ended September 30, 2024 and 2023, the ratios of operating expenses to average net assets would be 4.96% and 4.93%, respectively, without the performance-based incentive fee waiver. For the nine months ended September 30, 2024 and 2023, the ratios of total expenses to average net assets would be 10.54% and 10.30%, respectively, without the performance-based incentive fee waiver.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
Note 9. 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 (each as defined below). The total amount of these unfunded commitments as of September 30, 2024 and December 31, 2023 was $204,595 and $248,692, respectively, comprised of the following:
| | | | | | | | |
| | September 30, 2024 | | | December 31, 2023 | |
SLR Credit Solutions* | | $ | 44,263 | | | $ | 44,263 | |
Western Veterinary Partners LLC | | | 19,456 | | | | — | |
BDG Media, Inc. | | | 12,947 | | | | 10,146 | |
Arcutis Biotherapeutics, Inc. | | | 12,658 | | | | — | |
Plastic Management, LLC | | | 10,805 | | | | — | |
CVAUSA Management, LLC | | | 10,164 | | | | 10,164 | |
iCIMS, Inc. | | | 8,234 | | | | 9,858 | |
SLR Business Credit* | | | 8,000 | | | | — | |
One Touch Direct, LLC | | | 7,410 | | | | 4,085 | |
SPR Therapeutics, Inc. | | | 6,083 | | | | — | |
Quantcast Corporation | | | 6,039 | | | | — | |
SPAR Marketing Force, Inc. | | | 5,610 | | | | 8,339 | |
West-NR Parent, Inc. | | | 4,939 | | | | 5,043 | |
33 Across Inc. | | | 4,744 | | | | — | |
FE Advance, LLC | | | 3,918 | | | | — | |
United Digestive MSO Parent, LLC | | | 3,649 | | | | 3,909 | |
DeepIntent, Inc. | | | 3,473 | | | | 3,933 | |
The Townsend Company, LLC | | | 3,354 | | | | 3,330 | |
Foundation Consumer Brands, LLC | | | 3,009 | | | | 3,009 | |
Copper River Seafoods, Inc. | | | 2,648 | | | | 7,051 | |
Erie Construction Mid-west, LLC | | | 2,403 | | | | 2,403 | |
Urology Management Holdings, Inc. | | | 2,322 | | | | 1,510 | |
SLR Senior Lending Program LLC* | | | 2,125 | | | | 7,125 | |
Bayside Opco, LLC | | | 2,093 | | | | 2,093 | |
Kaseya, Inc. | | | 1,917 | | | | 3,768 | |
EyeSouth Eye Care Holdco LLC | | | 1,857 | | | | 983 | |
SLR Healthcare ABL* | | | 1,400 | | | | 1,400 | |
Ultimate Baked Goods Midco LLC | | | 1,303 | | | | 2,356 | |
Sightly Enterprises, Inc. | | | 1,293 | | | | — | |
RxSense Holdings LLC | | | 1,250 | | | | 1,250 | |
Brainjolt LLC | | | 1,203 | | | | — | |
Tilley Distribution, Inc. | | | 1,158 | | | | 1,158 | |
High Street Buyer, Inc. | | | 631 | | | | 631 | |
CC SAG Holdings Corp. (Spectrum Automotive) | | | 548 | | | | 548 | |
ENS Holdings III Corp, LLC | | | 403 | | | | 576 | |
Southern Orthodontic Partners Management, LLC | | | 377 | | | | 17,861 | |
All States Ag Parts, LLC | | | 331 | | | | 321 | |
TAUC Management, LLC | | | 294 | | | | 294 | |
Shoes for Crews Global, LLC | | | 284 | | | | — | |
Orthopedic Care Partners Management, LLC | | | — | | | | 20,770 | |
Ardelyx, Inc. | | | — | | | | 15,875 | |
Retina Midco, Inc. | | | — | | | | 9,382 | |
Alkeme Intermediary Holdings, LLC | | | — | | | | 8,531 | |
Legacy Service Partners, LLC | | | — | | | | 5,368 | |
Peter C. Foy & Associates Insurance Services, LLC | | | — | | | | 5,062 | |
Luxury Asset Capital, LLC | | | — | | | | 4,500 | |
Vertos Medical, Inc. | | | — | | | | 3,325 | |
AMF Levered II, LLC | | | — | | | | 3,177 | |
UVP Management, LLC | | | — | | | | 2,869 | |
Kid Distro Holdings, LLC | | | — | | | | 2,650 | |
Basic Fun, Inc. | | | — | | | | 2,150 | |
SLR Equipment Finance* | | | — | | | | 2,150 | |
SunMed Group Holdings, LLC | | | — | | | | 1,621 | |
Urology Management Holdings, Inc. | | | — | | | | 1,510 | |
GSM Acquisition Corp | | | — | | | | 862 | |
Medrina, LLC | | | — | | | | 826 | |
Pinnacle Treatment Centers, Inc. | | | — | | | | 643 | |
Crewline Buyer, Inc. | | | — | | | | 530 | |
Exactcare Parent, Inc. | | | — | | | | 352 | |
WCI-BXC Purchaser, LLC | | | — | | | | 332 | |
Vessco Midco Holdings, LLC | | | — | | | | 310 | |
Total Commitments | | $ | 204,595 | | | $ | 248,692 | |
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
* The Company controls the funding of these commitments and may cancel them at its discretion.
The credit agreements governing 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 September 30, 2024 and December 31, 2023, 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.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, 2024 and December 31, 2023, management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Note 10. Capital Share Transactions
As of September 30, 2024 and September 30, 2023, 200,000,000 shares of $0.01 par value capital stock were authorized.
Transactions in capital stock were as follows:
| | | | | | | | | | | | | | | | |
| | Shares | | | Amount | |
| | Three months ended September 30, 2024 | | | Three months ended September 30, 2023 | | | Three months ended September 30, 2024 | | | Three months ended September 30, 2023 | |
Shares repurchased | | | — | | | | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Shares | | | Amount | |
| | Nine months ended September 30, 2024 | | | Nine months ended September 30, 2023 | | | Nine months ended September 30, 2024 | | | Nine months ended September 30, 2023 | |
Shares repurchased | | | — | | | | (746 | ) | | $ | — | | | $ | (10 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Note 11. 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 September 30, 2024, total commitments to the revolving credit facility were $300,000.
As of September 30, 2024, SLR Credit had 32 funded commitments to 26 different issuers with total funded loans of approximately $401,420 on total assets of $429,684. As of December 31, 2023, SLR Credit had 31 funded commitments to 26 different issuers with total funded loans of approximately $406,554 on total assets of $438,422. As of September 30, 2024 and December 31, 2023, the largest loan outstanding totaled $30,000 and $30,000, respectively. For the same periods, the average exposure per issuer was $15,439 and $15,637, respectively. SLR Credit’s credit facility, which is non-recourse to the Company, had approximately $208,299 and $218,878 of borrowings outstanding at September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, SLR Credit had net income of $8,761 and $4,315, respectively, on gross income of $13,717 and $13,897, respectively. For the nine months ended September 30, 2024 and 2023, SLR Credit had net income of
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
$21,340 and $1,411, respectively, on gross income of $42,313 and $42,350, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.
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. On January 31, 2024, SLR Equipment entered into a $225,000 senior secured credit facility with a maturity date of January 31, 2027. On March 1, 2024, the credit facility was expanded to $350,000 of commitments.
As of September 30, 2024, SLR Equipment had 293 funded equipment-backed leases and loans to 158 different customers with a total net investment in leases and loans of approximately $274,270 on total assets of $321,524. As of December 31, 2023, SLR Equipment had 150 funded equipment-backed leases and loans to 62 different customers with a total net investment in leases and loans of approximately $203,674 on total assets of $254,656. As of September 30, 2024 and December 31, 2023, the largest position outstanding totaled $17,883 and $17,943, respectively. For the same periods, the average exposure per customer was $1,736 and $3,285, respectively. SLR Equipment’s credit facility, which is non-recourse to the Company, had approximately $216,936 and $137,178 of borrowings outstanding at September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, SLR Equipment had net loss of $2,328 and $1,176, respectively, on gross income of $5,596 and $4,783, respectively. For the nine months ended September 30, 2024 and 2023, SLR Equipment had net loss of $6,061 and $2,193, respectively, on gross income of $15,734 and $15,174, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.
Note 13. 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 of KBH’s debt. The existing management team of KBH committed to continuing to lead KBH after the transaction. Following the transaction, the Company owned 87.5% of KBHT’s equity and the KBH management team owned the remaining 12.5% of KBHT’s equity. On March 13, 2024, as per the terms of the original purchase agreement, the Company acquired 3.125% of KBHT’s equity from the KBH management team. Effective with this purchase, the Company owns 90.625% of KBHT’s equity and the KBH management team owns the remaining 9.375%.
As of September 30, 2024 and December 31, 2023, KBHT had total assets of $872,003 and $857,346, respectively. For the same periods, debt recourse to KBHT totaled $251,748 and $249,807, respectively, and non-recourse debt totaled $416,542 and $367,082, respectively. None of the debt is recourse to the Company. For the three months ended September 30, 2024 and 2023, KBHT had net income of $2,890 and $2,129, respectively, on gross income of $83,092 and $85,544, respectively. For the nine months ended September 30, 2024 and 2023, KBHT had net income of $7,493 and $7,151, respectively, on gross income of $241,586 and $229,051, 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.
Note 14. 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’s 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, 2024, SLR Healthcare’s management team and the Company owned approximately 7% and 93% of the equity in SLR Healthcare, respectively. SLRC acquired SLR Healthcare in connection with the Mergers on April 1, 2022.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
Effective upon an amendment dated September 19, 2024, SLR Healthcare has a $160,000 non-recourse credit facility, which is expandable to $200,000 under its accordion facility. The maturity date of this facility is March 31, 2026.
SLR Healthcare currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of September 30, 2024, the portfolio totaled approximately $274,000 of commitments with a total net investment in loans of $113,350 on total assets of $120,859. As of December 31, 2023, the portfolio totaled approximately $255,000 of commitments with a total net investment in loans of $111,264 on total assets of $118,563. At September 30, 2024, the portfolio consisted of 45 issuers with an average balance of approximately $2,519 versus 42 issuers with an average balance of approximately $2,649 at December 31, 2023. 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 $87,400 and $84,700 of borrowings outstanding at September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, SLR Healthcare had net income of $1,289 and $1,532, respectively, on gross income of $4,997 and $4,833, respectively. For the nine months ended September 30, 2024 and 2023, SLR Healthcare had net income of $3,898 and $3,925, respectively, on gross income of $14,874 and $13,109, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.
Note 15. 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’s 99% interest in the equity of NMC was contributed to NM Holdco. This approximately $15,500 transaction was financed with borrowings on NMC’s credit facility. 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. On September 27, 2024, NMC acquired an asset-based factoring portfolio and operations from Webster Bank, N.A.’s Commercial Services Division. The transaction purchase price of approximately $115,000 was funded with $30,000 of equity from the Company and the remaining $85,000 from borrowings on NMC’s credit facility.
SLR Business Credit currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of September 30, 2024, the portfolio totaled approximately $927,170 of commitments, of which, on a net basis, approximately $352,500 were funded, on total assets of $580,648. As of December 31, 2023, the portfolio totaled approximately $610,949 of commitments, of which $273,541 were funded, on total assets of $315,335. At September 30, 2024, the portfolio consisted of 193 issuers with an average balance of approximately $2,712 versus 102 issuers with an average balance of approximately $2,681 at December 31, 2023. NMC has a senior credit facility with a bank lending group for $325,307 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 $293,826 and $222,917 of borrowings outstanding at September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, SLR Business Credit had net income of $824 and $1,779 respectively, on gross income of $9,567 and $9,709, respectively. For the nine months ended September 30, 2024 and 2023, SLR Business Credit had net income of $6,329 and $5,211 respectively, on gross income of $31,172 and $27,868, 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.
Note 16. Stock Repurchase Program
On May 7, 2024, our Board authorized an extension of 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
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
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 Securities Exchange Act of 1934, as amended (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 further amended or extended by our Board, we expect the repurchase program to be in place until the earlier of May 7, 2025 or until $50,000 of our outstanding shares of common stock have been repurchased. The timing and number of additional 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. There were no share repurchases during the three and nine months ended September 30, 2024. For the fiscal year ended December 31, 2023, the Company repurchased 746 shares at an average price of approximately $14.02 per share, inclusive of commissions. The total dollar amount of shares repurchased for the fiscal year ended December 31, 2023 was $10.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
Note 17. 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. On October 20, 2023, the SSLP Facility was expanded to $150,000. Effective with an amendment on March 25, 2024, the SSLP Facility is scheduled to mature on December 12, 2028 and generally bears interest at a rate of SOFR plus 2.90%. 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. At September 30, 2024, there were $123,600 of borrowings outstanding on the SSLP Facility.
As of September 30, 2024 and December 31, 2023, the Company and the Investor had contributed combined equity capital in the amount of $95,750 and $85,750, respectively. As of September 30, 2024 and December 31, 2023, the Company and the Investor’s combined remaining commitments to SSLP totaled $4,250 and $14,250, 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 September 30, 2024 and December 31, 2023, SSLP had total assets of $224,850 and $195,868, respectively. For the same periods, SSLP’s portfolio consisted of floating rate senior secured loans to 37 and 32 different borrowers, respectively. For the three months ended September 30, 2024, SSLP invested $4,331 in 7 portfolio companies. Investments prepaid totaled $21,307 for the three months ended September 30, 2024. For the three months ended September 30, 2023, SSLP invested $57,456 in 16 portfolio companies. Investments prepaid totaled $1,658 for the three months ended September 30, 2023.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
SSLP Portfolio as of September 30, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Spread Above Index(1) | | Floor | | | Interest Rate(2) | | | Maturity Date | | Par Amount | | | Cost | | | Fair Value(3) | |
Accession Risk Management Group, Inc. | | Insurance | | S+475 | | | 0.75 | % | | | 9.35 | % | | 11/1/29 | | $ | 6,905 | | | $ | 6,882 | | | $ | 6,905 | |
Aegis Toxicology Sciences Corporation (4) | | Health Care Providers & Services | | S+550 | | | 1.00 | % | | | 10.87 | % | | 5/9/25 | | | 2,908 | | | | 2,908 | | | | 2,908 | |
Alkeme Intermediary Holdings, LLC (4) | | Insurance | | S+575 | | | 1.00 | % | | | 10.35 | % | | 10/28/26 | | | 5,999 | | | | 5,860 | | | | 5,879 | |
All States Ag Parts, LLC (4) | | Trading Companies & Distributors | | S+600 | | | 1.00 | % | | | 10.96 | % | | 9/1/26 | | | 2,117 | | | | 2,117 | | | | 2,117 | |
Apex Service Partners, LLC | | Diversified Consumer Services | | S+650 | | | 1.00 | % | | | 11.17 | % | | 10/24/30 | | | 5,988 | | | | 5,852 | | | | 6,046 | |
Atria Wealth Solutions, Inc. (4) | | Diversified Financial Services | | S+650 | | | 1.00 | % | | | 12.01 | % | | 11/29/24 | | | 3,114 | | | | 3,111 | | | | 3,114 | |
BayMark Health Services, Inc. (4) | | Health Care Providers & Services | | S+500 | | | 1.00 | % | | | 9.87 | % | | 6/11/27 | | | 4,002 | | | | 4,002 | | | | 4,002 | |
CC SAG Holdings Corp. (4) | | Diversified Consumer Services | | S+525 | | | 0.75 | % | | | 9.85 | % | | 6/29/28 | | | 8,900 | | | | 8,900 | | | | 8,900 | |
Crewline Buyer, Inc. | | IT Services | | S+675 | | | 1.00 | % | | | 11.35 | % | | 11/8/30 | | | 5,084 | | | | 4,963 | | | | 5,084 | |
CVAUSA Management, LLC (4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.12 | % | | 5/22/29 | | | 5,371 | | | | 5,227 | | | | 5,371 | |
ENS Holdings III Corp. & ES Opco USA LLC (4) | | Trading Companies & Distributors | | S+475 | | | 1.00 | % | | | 9.45 | % | | 12/31/25 | | | 1,077 | | | | 1,077 | | | | 1,077 | |
Erie Construction Mid-west, LLC | | Building Products | | S+475 | | | 1.00 | % | | | 10.09 | % | | 7/30/27 | | | 8,114 | | | | 8,114 | | | | 8,114 | |
Exactcare Parent, Inc. | | Health Care Providers & Services | | S+550 | | | 1.00 | % | | | 10.73 | % | | 11/5/29 | | | 3,211 | | | | 3,130 | | | | 3,211 | |
Eyesouth Eye Care Holdco LLC (4) | | Health Care Providers & Services | | S+550 | | | 1.00 | % | | | 10.80 | % | | 10/5/2029 | | | 2,652 | | | | 2,601 | | | | 2,652 | |
Fertility (ITC) Investment Holdco, LLC (4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.74 | % | | 1/3/29 | | | 5,910 | | | | 5,766 | | | | 5,910 | |
Foundation Consumer Brands, LLC (4) | | Personal Products | | S+625 | | | 1.00 | % | | | 11.50 | % | | 2/12/27 | | | 8,275 | | | | 8,275 | | | | 8,275 | |
High Street Buyer, Inc. | | Insurance | | S+525 | | | 0.75 | % | | | 9.85 | % | | 4/16/28 | | | 7,546 | | | | 7,546 | | | | 7,546 | |
iCIMS, Inc.(4) | | Software | | S+725 | | | 0.75 | % | | | 12.56 | % | | 8/18/28 | | | 3,192 | | | | 3,154 | | | | 3,192 | |
Kaseya, Inc.(4) | | Software | | S+550 | | | 0.75 | % | | | 10.75 | % | | 6/23/29 | | | 9,150 | | | | 9,150 | | | | 9,150 | |
Kid Distro Holdings, LLC | | Software | | S+475 | | | 1.00 | % | | | 10.15 | % | | 10/1/29 | | | 8,871 | | | | 8,871 | | | | 8,871 | |
Legacy Service Partners, LLC | | Diversified Consumer Services | | S+575 | | | 1.00 | % | | | 10.50 | % | | 1/9/29 | | | 2,803 | | | | 2,737 | | | | 2,803 | |
Maxor Acquisition, Inc.(4) | | Health Care Providers & Services | | S+675 | | | 1.00 | % | | | 11.70 | % | | 3/1/29 | | | 6,074 | | | | 5,914 | | | | 6,074 | |
Medrina, LLC | | Health Care Providers & Services | | S+600 | | | 1.00 | % | | | 11.55 | % | | 10/20/29 | | | 2,392 | | | | 2,337 | | | | 2,392 | |
ONS MSO, LLC(4) | | Health Care Providers & Services | | S+625 | | | 1.00 | % | | | 11.35 | % | | 7/8/26 | | | 5,848 | | | | 5,738 | | | | 5,848 | |
Plastic Management, LLC(4) | | Health Care Providers & Services | | S+500 | | | 1.00 | % | | | 9.70 | % | | 8/18/27 | | | 5,594 | | | | 5,457 | | | | 5,594 | |
Retina Midco, Inc.(4) | | Health Care Providers & Services | | S+600 | | | 1.00 | % | | | 10.86 | % | | 1/31/26 | | | 9,943 | | | | 9,791 | | | | 9,943 | |
RQM+ Corp.(4) | | Life Sciences Tools & Services | | S+575 | | | 1.00 | % | | | 10.62 | % | | 8/12/26 | | | 5,909 | | | | 5,909 | | | | 5,673 | |
RxSense Holdings LLC(4) | | Diversified Consumer Services | | S+500 | | | 1.00 | % | | | 10.35 | % | | 3/13/26 | | | 8,898 | | | | 8,898 | | | | 8,898 | |
SunMed Group Holdings, LLC(4) | | Health Care Equipment & Supplies | | S+550 | | | 0.75 | % | | | 10.85 | % | | 6/16/28 | | | 8,879 | | | | 8,879 | | | | 8,879 | |
The Townsend Company, LLC(4) | | Commercial Services & Supplies | | S+625 | | | 1.00 | % | | | 11.10 | % | | 8/15/29 | | | 3,584 | | | | 3,506 | | | | 3,584 | |
Tilley Distribution, Inc.(4) | | Trading Companies & Distributors | | S+600 | | | 1.00 | % | | | 10.75 | % | | 12/31/26 | | | 5,622 | | | | 5,622 | | | | 5,509 | |
Ultimate Baked Goods Midco LLC(4) | | Packaged Foods & Meats | | S+625 | | | 1.00 | % | | | 11.41 | % | | 8/13/27 | | | 8,886 | | | | 8,886 | | | | 8,886 | |
United Digestive MSO Parent, LLC(4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.25 | % | | 3/30/29 | | | 3,475 | | | | 3,384 | | | | 3,475 | |
Urology Management Holdings, Inc.(4) | | Health Care Providers & Services | | S+550 | | | 1.00 | % | | | 10.70 | % | | 6/15/26 | | | 3,675 | | | | 3,594 | | | | 3,638 | |
UVP Management, LLC(4) | | Health Care Providers & Services | | S+625 | | | 1.00 | % | | | 11.00 | % | | 9/15/25 | | | 4,871 | | | | 4,796 | | | | 4,871 | |
WCI-BXC Purchaser, LLC | | Distributors | | S+625 | | | 1.00 | % | | | 11.48 | % | | 11/6/30 | | | 2,882 | | | | 2,815 | | | | 2,882 | |
West-NR Parent, Inc.(4) | | Insurance | | S+625 | | | 1.00 | % | | | 10.95 | % | | 12/27/27 | | | 6,807 | | | | 6,696 | | | | 6,807 | |
| | | | | | | | | | | | | | | | | $ | 202,465 | | | $ | 204,080 | |
(1)Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the SOFR. These instruments are typically subject to a SOFR floor.
(2)Floating rate debt investments typically bear interest at a rate determined by reference to the 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 September 30, 2024.
(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.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
SSLP Portfolio as of December 31, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Spread Above Index(1) | | Floor | | | Interest Rate(2) | | | Maturity Date | | Par Amount | | | Cost | | | Fair Value(3) | |
Aegis Toxicology Sciences Corporation (4) | | Health Care Providers & Services | | S+550 | | | 1.00 | % | | | 11.13 | % | | 5/9/25 | | $ | 2,947 | | | $ | 2,947 | | | $ | 2,947 | |
Alkeme Intermediary Holdings, LLC (4) | | Insurance | | S+650 | | | 1.00 | % | | | 11.96 | % | | 10/28/26 | | | 3,017 | | | | 2,934 | | | | 3,017 | |
All States Ag Parts, LLC (4) | | Trading Companies & Distributors | | S+600 | | | 1.00 | % | | | 11.61 | % | | 9/1/26 | | | 2,133 | | | | 2,133 | | | | 2,133 | |
Apex Service Partners, LLC | | Diversified Consumer Services | | S+700 | | | 1.00 | % | | | 11.87 | % | | 10/24/30 | | | 4,905 | | | | 4,784 | | | | 4,783 | |
Atria Wealth Solutions, Inc. (4) | | Diversified Financial Services | | S+650 | | | 1.00 | % | | | 11.97 | % | | 5/31/24 | | | 2,468 | | | | 2,468 | | | | 2,468 | |
BayMark Health Services, Inc. (4) | | Health Care Providers & Services | | S+500 | | | 1.00 | % | | | 10.61 | % | | 6/11/27 | | | 4,033 | | | | 4,033 | | | | 4,033 | |
CC SAG Holdings Corp. (4) | | Diversified Consumer Services | | S+575 | | | 0.75 | % | | | 11.22 | % | | 6/29/28 | | | 8,969 | | | | 8,969 | | | | 8,969 | |
CVAUSA Management, LLC (4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.74 | % | | 5/22/29 | | | 5,412 | | | | 5,251 | | | | 5,412 | |
ENS Holdings III Corp. & ES Opco USA LLC (4) | | Trading Companies & Distributors | | S+475 | | | 1.00 | % | | | 10.20 | % | | 12/31/25 | | | 1,086 | | | | 1,086 | | | | 1,086 | |
Erie Construction Mid-west, LLC | | Building Products | | S+475 | | | 1.00 | % | | | 10.20 | % | | 7/30/27 | | | 8,457 | | | | 8,457 | | | | 8,457 | |
Fertility (ITC) Investment Holdco, LLC (4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.97 | % | | 1/3/29 | | | 5,955 | | | | 5,791 | | | | 5,955 | |
Foundation Consumer Brands, LLC (4) | | Personal Products | | S+625 | | | 1.00 | % | | | 11.79 | % | | 2/12/27 | | | 8,641 | | | | 8,641 | | | | 8,641 | |
GSM Acquisition Corp. (4) | | Leisure Equipment & Products | | S+500 | | | 1.00 | % | | | 10.47 | % | | 11/16/26 | | | 8,541 | | | | 8,541 | | | | 8,541 | |
Higginbotham Insurance Agency, Inc. (4) | | Insurance | | S+550 | | | 1.00 | % | | | 10.96 | % | | 11/25/28 | | | 7,573 | | | | 7,573 | | | | 7,573 | |
High Street Buyer, Inc. | | Insurance | | S+575 | | | 0.75 | % | | | 11.25 | % | | 4/16/28 | | | 7,604 | | | | 7,604 | | | | 7,604 | |
iCIMS, Inc.(4) | | Software | | S+725 | | | 0.75 | % | | | 12.62 | % | | 8/18/28 | | | 3,089 | | | | 3,066 | | | | 3,089 | |
Kaseya, Inc.(4) | | Software | | S+600 | | | 0.75 | % | | | 11.38 | % | | 6/23/29 | | | 9,058 | | | | 9,058 | | | | 9,058 | |
Kid Distro Holdings, LLC(4) | | Software | | S+550 | | | 1.00 | % | | | 11.00 | % | | 10/1/27 | | | 8,939 | | | | 8,939 | | | | 8,939 | |
Maxor Acquisition, Inc.(4) | | Health Care Providers & Services | | S+675 | | | 1.00 | % | | | 12.48 | % | | 3/1/29 | | | 6,120 | | | | 5,940 | | | | 6,120 | |
ONS MSO, LLC(4) | | Health Care Providers & Services | | S+625 | | | 1.00 | % | | | 11.62 | % | | 7/8/26 | | | 5,922 | | | | 5,784 | | | | 5,922 | |
Pinnacle Treatment Centers, Inc.(4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.95 | % | | 1/2/26 | | | 6,951 | | | | 6,951 | | | | 6,951 | |
Plastics Management, LLC(4) | | Health Care Providers & Services | | S+500 | | | 1.00 | % | | | 10.45 | % | | 8/18/27 | | | 5,637 | | | | 5,471 | | | | 5,637 | |
RQM+ Corp.(4) | | Life Sciences Tools & Services | | S+575 | | | 1.00 | % | | | 11.36 | % | | 8/12/26 | | | 5,955 | | | | 5,955 | | | | 5,955 | |
RxSense Holdings LLC(4) | | Diversified Consumer Services | | S+500 | | | 1.00 | % | | | 10.48 | % | | 3/13/26 | | | 8,968 | | | | 8,968 | | | | 8,968 | |
SunMed Group Holdings, LLC(4) | | Health Care Equipment & Supplies | | S+550 | | | 0.75 | % | | | 10.96 | % | | 6/16/28 | | | 8,948 | | | | 8,948 | | | | 8,948 | |
The Townsend Company, LLC(4) | | Commercial Services & Supplies | | S+625 | | | 1.00 | % | | | 11.61 | % | | 8/15/29 | | | 3,642 | | | | 3,555 | | | | 3,642 | |
Tilley Distribution, Inc.(4) | | Trading Companies & Distributors | | S+600 | | | 1.00 | % | | | 11.50 | % | | 12/31/26 | | | 5,850 | | | | 5,850 | | | | 5,850 | |
Ultimate Baked Goods Midco LLC(4) | | Packaged Foods & Meats | | S+625 | | | 1.00 | % | | | 11.71 | % | | 8/13/27 | | | 8,954 | | | | 8,954 | | | | 8,865 | |
United Digestive MSO Parent, LLC(4) | | Health Care Providers & Services | | S+675 | | | 1.00 | % | | | 12.25 | % | | 3/30/29 | | | 3,411 | | | | 3,311 | | | | 3,411 | |
Urology Management Holdings, Inc.(4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.93 | % | | 6/15/26 | | | 3,179 | | | | 3,102 | | | | 3,155 | |
Vessco Midco Holdings, LLC(4) | | Water Utilities | | S+450 | | | 1.00 | % | | | 9.96 | % | | 11/2/26 | | | 4,304 | | | | 4,304 | | | | 4,304 | |
West-NR Parent, Inc.(4) | | Insurance | | S+625 | | | 1.00 | % | | | 11.70 | % | | 12/27/27 | | | 6,822 | | | | 6,691 | | | | 6,822 | |
| | | | | | | | | | | | | | | | | $ | 186,059 | | | $ | 187,255 | |
(1)Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the SOFR. These instruments are typically subject to a SOFR floor.
(2)Floating rate debt investments typically bear interest at a rate determined by reference to the 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, 2023.
(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.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
September 30, 2024
(in thousands, except share amounts)
Below is certain summarized financial information for SSLP as of September 30, 2024 and December 31, 2023 and for the three and nine months ended September 30, 2024 and September 30, 2023:
| | | | | | | | |
| | September 30, 2024 | | | December 31, 2023 | |
Selected Balance Sheet Information for SSLP: | | | | | | |
Investments at fair value (cost $202,465 and $186,059, respectively) | | $ | 204,080 | | | $ | 187,255 | |
Cash and other assets | | | 20,770 | | | | 8,613 | |
Total assets | | $ | 224,850 | | | $ | 195,868 | |
Debt outstanding ($123,600 and $106,900 face amounts, respectively, reported net of unamortized debt issuance costs of $1,746 and $1,697, respectively) | | $ | 121,854 | | | $ | 105,203 | |
Distributions payable | | | 3,368 | | | | 1,900 | |
Interest payable and other credit facility related expenses | | | 549 | | | | 551 | |
Accrued expenses and other payables | | | 476 | | | | 416 | |
Total liabilities | | $ | 126,247 | | | $ | 108,070 | |
Members’ equity | | $ | 98,603 | | | $ | 87,798 | |
Total liabilities and members’ equity | | $ | 224,850 | | | $ | 195,868 | |
| | | | | | | | | | | | | | | |
| Three months ended | | | Nine months ended | |
| September 30, 2024 | | | September 30, 2023 | | | September 30, 2024 | | | September 30, 2023 | |
Selected Income Statement Information for SSLP: | | | | | | | | | | | |
Interest income | $ | 6,375 | | | $ | 2,757 | | | $ | 18,960 | | | $ | 5,371 | |
Service fees* | | 132 | | | | 66 | | | | 392 | | | | 123 | |
Interest and other credit facility expenses | | 2,800 | | | | 1,773 | | | | 8,438 | | | | 4,025 | |
Other general and administrative expenses | | 46 | | | | 32 | | | | 136 | | | | 89 | |
Total expenses | | 2,978 | | | | 1,871 | | | | 8,966 | | | | 4,237 | |
Net investment income | $ | 3,397 | | | $ | 886 | | | $ | 9,994 | | | $ | 1,134 | |
Realized gain on investments | | — | | | | — | | | | — | | | | 30 | |
Net change in unrealized gain (loss) on investments | | 29 | | | | 177 | | | | 420 | | | | 538 | |
Net realized and unrealized gain (loss) on investments | $ | 29 | | | $ | 177 | | | $ | 420 | | | $ | 568 | |
Net income | $ | 3,426 | | | $ | 1,063 | | | $ | 10,414 | | | $ | 1,702 | |
* Service fees are included within the Company’s Consolidated Statements of Operations as other income.
Note 18. 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 November 6, 2024, the Board declared a quarterly distribution of $0.41 per share payable on December 27, 2024 to holders of record as of December 13, 2024.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
SLR Investment Corp.:
Results of Review of Interim Financial Information
We have reviewed the consolidated statement of assets and liabilities of SLR Investment Corp. (and subsidiaries) (the Company), including the consolidated schedule of investments, as of September 30, 2024, the related consolidated statements of operations and changes in net assets, for the three-month and nine-month periods ended September 30, 2024 and 2023, the related consolidated statements of cash flows for the nine-month periods ended September 30, 2024 and 2023, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of the Company as of December 31, 2023, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated February 27, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities, including the consolidated schedule of investments, from which it has been derived.
Basis for Review Results
This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ KPMG LLP
New York, New York
November 6, 2024
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.
Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:
•our future operating results, including our ability to achieve objectives;
•our business prospects and the prospects of our portfolio companies;
•the impact of investments that we expect to make;
•our contractual arrangements and relationships with third parties;
•the dependence of our future success on the general economy and its impact on the industries in which we invest;
•the impact of any protracted decline in the liquidity of credit markets on our business;
•the ability of our portfolio companies to achieve their objectives;
•the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
•market conditions and our ability to access alternative debt markets and additional debt and equity capital;
•our expected financings and investments;
•the adequacy of our cash resources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability of SLR Capital Partners, LLC (the “Investment Adviser”) to locate suitable investments for us and to monitor and administer our investments;
•the ability of the Investment Adviser to attract and retain highly talented professionals;
•the ability of the Investment Adviser to adequately allocate investment opportunities among the Company and the Investment Adviser’s other advisory clients;
•any conflicts of interest posed by the structure of the management fee and incentive fee to be paid to the Investment Adviser;
•changes in political, economic or industry conditions, relations between the United States, Russia, Ukraine and other nations, the interest rate environment, certain regional bank failures or conditions affecting the financial and capital markets;
•the escalating conflict in the Middle East;
•changes in the general economy, slowing economy, rising inflation, risk of recession and risks in respect of a failure to increase the U.S. debt ceiling; and
•our ability to anticipate and identify evolving market expectations with respect to environmental, social and governance matters, including the environmental impacts of our portfolio companies’ supply chains and operations.
These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
•an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
•a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
•interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars; and
•the risks, uncertainties and other factors we identify in Item 1A. — Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2023, elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission (the “SEC”).
We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.
We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
SLR Investment Corp. (the “Company,” “SLRC,” “we” or “our”), a Maryland corporation formed in November 2007, is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946. In addition, for U.S federal income tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
On February 9, 2010, we priced our initial public offering, selling 5.68 million shares of our common stock. Concurrent with our initial public offering, Michael S. Gross, our Chairman, Co-Chief Executive Officer and President, and Bruce Spohler, our Co-Chief Executive Officer and Chief Operating Officer, collectively purchased an additional 0.6 million shares of our common stock through a private placement transaction exempt from registration under the Securities Act of 1933, as amended.
We invest primarily in privately held U.S. middle-market companies, where we believe the supply of primary capital is limited and the investment opportunities are most attractive. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest 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. Our business is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. Our investments generally range between $5 million and $100 million each, although we expect that this investment size will vary proportionately with the size of our capital base and/or with strategic initiatives. Our investment activities are managed by the Investment Adviser and supervised by our board of directors (the “Board”), a majority of whom are non-interested, as such term is defined in the 1940 Act. SLR Capital Management, LLC (the “Administrator”) provides the administrative services necessary for us to operate.
In addition, we may invest a portion of our portfolio in other types of investments, which we refer to as opportunistic investments, which are not our primary focus but are intended to enhance our overall returns. These investments may include, but are not limited to, direct investments in public companies that are not thinly traded and securities of leveraged companies located in select countries outside of the United States.
Recent Developments
On November 6, 2024, the Board declared a quarterly distribution of $0.41 per share payable on December 27, 2024 to holders of record as of December 13, 2024.
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least
70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” The definition of “eligible portfolio company” includes certain public companies that do not have any securities listed on a national securities exchange and companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
Revenue
We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment securities that we may sell. Our debt investments generally have a stated term of three to seven years and typically bear interest at a floating rate usually determined on the basis of a benchmark Secured Overnight Financing Rate (“SOFR”), commercial paper rate, or the prime rate. Interest on our debt investments is generally payable monthly or quarterly but may be bi-monthly or semi-annually. In addition, our investments may provide payment-in-kind (“PIK”) income. Such amounts of accrued PIK income are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.
Expenses
All investment professionals of the Investment Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Investment Adviser. We bear all other costs and expenses of our operations and transactions, including (without limitation):
•the cost of our organization and public offerings;
•the cost of calculating our net asset value, including the cost of any third-party valuation services;
•the cost of effecting sales and repurchases of our shares and other securities;
•interest payable on debt, if any, to finance our investments;
•fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees;
•transfer agent and custodial fees;
•fees and expenses associated with marketing efforts;
•federal and state registration fees, any stock exchange listing fees;
•federal, state and local taxes;
•independent directors’ fees and expenses;
•fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;
•direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;
•fees and expenses associated with independent audits and outside legal costs;
•costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; and
•all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement (as defined below) that will be based upon our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the costs of compensation and related expenses of our chief compliance officer and our chief financial officer and their respective staffs.
We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, interest rate benchmarks and offerings of our securities relative to comparative periods, among other factors.
Portfolio and Investment Activity
During the three months ended September 30, 2024, we invested approximately $157.1 million across 25 portfolio companies. This compares to investing approximately $187.4 million in 35 portfolio companies during the three months ended September 30, 2023. Investments sold, prepaid or repaid during the three months ended September 30, 2024 totaled approximately $223.5 million versus approximately $205.6 million for the three months ended September 30, 2023.
At September 30, 2024, our portfolio consisted of 131 portfolio companies and was invested 33.0% in cash flow senior secured loans, 32.6% in asset-based senior secured loans / SLR Credit Solutions (“SLR Credit”) / SLR Healthcare ABL / SLR Business Credit, 21.5% in equipment senior secured financings / SLR Equipment Finance (“SLR Equipment”) / Kingsbridge Holdings, LLC (“KBH”) and 12.9% in life science investments, in each case, measured at fair value, versus 154 portfolio companies invested 37.1% in cash flow senior secured loans, 25.2% in asset-based senior secured loans / SLR Credit / SLR Healthcare ABL / SLR Business Credit, 22.6% in equipment senior secured financings / SLR Equipment / KBH, and 15.1% in life science investments, in each case, measured at fair value, at September 30, 2023.
At September 30, 2024, 80.8%, or $1.66 billion, of our income producing investment portfolio* was floating rate and 19.2%, or $393.8 million, was fixed rate, measured at fair value. At September 30, 2023, 78.4%, or $1.68 billion, of our income producing investment portfolio* is floating rate and 21.6% or $462.1 million is fixed rate, measured at fair value. As of September 30, 2024 and 2023, we had one and two issuers, respectively, on non-accrual status.
* We have included SLR Credit Solutions, SLR Equipment Finance, SLR Healthcare ABL, SLR Business Credit and Kingsbridge Holdings, LLC within our income producing investment portfolio.
SLR Credit Solutions
On December 28, 2012, we acquired an equity interest in Crystal Capital Financial Holdings LLC (“Crystal Financial”) for $275 million in cash. Crystal Financial owned approximately 98% of the outstanding ownership interest in SLR Credit Solutions, 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 million at November 30, 2012 and a $275 million committed revolving credit facility. On July 28, 2016, the Company purchased Crystal Management LP’s approximately 2% equity interest in SLR Credit for approximately $5.7 million. 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 September 30, 2024, total commitments to the revolving credit facility were $300 million.
As of September 30, 2024, SLR Credit had 32 funded commitments to 26 different issuers with total funded loans of approximately $401.4 million on total assets of $429.7 million. As of December 31, 2023, SLR Credit had 31 funded commitments to 26 different issuers with total funded loans of approximately $406.6 million on total assets of $438.4 million. As of September 30, 2024 and December 31, 2023, the largest loan outstanding totaled $30.0 million and $30.0 million, respectively. For the same periods, the average exposure per issuer was $15.4 million and $15.6 million, respectively. SLR Credit’s credit facility, which is non-recourse to the Company, had approximately $208.3 million and $218.9 million of borrowings outstanding at September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, SLR Credit had net income of $8.8 million and $4.3 million, respectively, on gross income of $13.7 million and $13.9 million, respectively. For the nine months ended September 30, 2024 and 2023, SLR Credit had net income of $21.3 million and $1.4 million, respectively, on gross income of $42.3 million and $42.4 million, respectively. Due to timing and non-cash items, there may be material differences between U.S. generally accepted accounting principles (“GAAP”) net income and cash available for distributions. As such, and subject to fluctuations in SLR
Credit’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that SLR Credit will be able to maintain consistent dividend payments to us.
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 is an independent equipment finance company that provides senior secured loans and leases primarily to U.S. based companies. We invested $209.9 million in cash to effect the transaction, of which $145.0 million 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 $64.9 million was used to purchase certain leases and loans held by SLR Equipment through NEFPASS LLC. On January 31, 2024, SLR Equipment entered into a $225 million senior secured credit facility with a maturity date of January 31, 2027. On March 1, 2024, the credit facility was expanded to $350 million of commitments.
As of September 30, 2024, SLR Equipment had 293 funded equipment-backed leases and loans to 158 different customers with a total net investment in leases and loans of approximately $274.3 million on total assets of $321.5 million. As of December 31, 2023, SLR Equipment had 150 funded equipment-backed leases and loans to 62 different customers with a total net investment in leases and loans of approximately $203.7 million on total assets of $254.7 million. As of September 30, 2024 and December 31, 2023, the largest position outstanding totaled $17.9 million and $17.9 million, respectively. For the same periods, the average exposure per customer was $1.7 million and $3.3 million, respectively. SLR Equipment’s credit facility, which is non-recourse to the Company, had approximately $216.9 million and $137.2 million of borrowings outstanding at September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, SLR Equipment had net loss of $2.3 million and $1.2 million, respectively, on gross income of $5.6 million and $4.8 million, respectively. For the nine months ended September 30, 2024 and 2023, SLR Equipment had net loss of $6.1 million and $2.2 million, respectively, on gross income of $15.7 million and $15.2 million, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in SLR Equipment’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that SLR Equipment will be able to maintain consistent dividend payments to us.
Kingsbridge Holdings, LLC
On November 3, 2020, the Company acquired 87.5% of the equity securities of Kingsbridge Holdings, LLC 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 $216.6 million to effect the transaction, of which $136.6 million was invested to acquire 87.5% of KBHT’s equity and $80.0 million of 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’s equity and the KBH management team owns the remaining 12.5% of KBHT’s equity. On March 13, 2024, as per the terms of the original purchase agreement, the Company acquired 3.125% of KBHT’s equity from the KBH management team. Effective with this purchase, the Company owns 90.625% of KBHT’s equity and the KBH management team owns the remaining 9.375%.
As of September 30, 2024 and December 31, 2023, KBHT had total assets of $872.0 million and $857.3 million, respectively. For the same periods, debt recourse to KBHT totaled $251.7 million and $249.8 million, respectively, and non-recourse debt totaled $416.5 million and $367.1 million, respectively. None of the debt is recourse to the Company. For the three months ended September 30, 2024 and 2023, KBHT had net income of $2.9 million and $2.1 million, respectively, on gross income of $83.1 million and $85.5 million, respectively. For the nine months ended September 30, 2024 and 2023, KBHT had net income of $7.5 million and $7.2 million, respectively, on gross income of $241.6 million and $229.1 million, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in 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.
SLR Healthcare ABL
SLR Senior Investment Corp. (“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’s initial investment in SLR Healthcare ABL was approximately $32.8 million. The management team of SLR Healthcare co-invested in the transaction and continues to lead SLR Healthcare. As of September 30, 2024, SLR Healthcare’s management team and the Company owned approximately 7% and 93% of the equity in SLR Healthcare, respectively. SLRC acquired SLR Healthcare in connection with
the Mergers (as defined in Note 1 to the Company’s Consolidated Financial Statements) on April 1, 2022. Effective with an amendment dated September 19, 2024, SLR Healthcare has a $160 million non-recourse credit facility, which is expandable to $200 million under its accordion facility. The maturity date of this facility is March 31, 2026.
SLR Healthcare currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of September 30, 2024, the portfolio totaled approximately $274.0 million of commitments with a total net investment in loans of $113.4 million on total assets of $120.9 million. As of December 31, 2023, the portfolio totaled approximately $255.0 million of commitments with a total net investment in loans of $111.3 million on total assets of $118.6 million. At September 30, 2024, the portfolio consisted of 45 issuers with an average balance of approximately $2.5 million versus 42 issuers with an average balance of approximately $2.6 million at December 31, 2023. 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 $87.4 million and $84.7 million of borrowings outstanding at September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, SLR Healthcare had net income of $1.3 million and $1.5 million, respectively, on gross income of $5.0 million and $4.8 million, respectively. For the nine months ended September 30, 2024 and 2023, SLR Healthcare had net income of $3.9 million and $3.9 million, respectively, on gross income of $14.9 million and $13.1 million, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in SLR Healthcare’s funded commitments, the timing of originations, and the repayment of financings, the Company cannot guarantee that SLR Healthcare will be able to maintain consistent dividend payments to us.
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 $51.0 million 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’s 99% interest in the equity of NMC was contributed to NM Holdco. This approximately $15.5 million transaction was financed with borrowings on NMC’s credit facility. 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 $66.7 million was financed with equity from SUNS of $19.0 million and borrowings on NMC’s credit facility of $47.7 million. SLRC acquired SLR Business Credit in connection with the Mergers on April 1, 2022. On September 27, 2024, NMC acquired an asset-based factoring portfolio and operations from Webster Bank, N.A.’s Commercial Services Division. The transaction purchase price of approximately $115 million was funded with $30 million of equity from the Company and the remaining $85 million from borrowings on NMC’s credit facility.
SLR Business Credit currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of September 30, 2024, the portfolio totaled approximately $927.2 million of commitments, of which, on a net basis, approximately $352.5 million were funded, on total assets of $580.6 million. As of December 31, 2023, the portfolio totaled approximately $610.9 million of commitments, of which $273.5 million were funded, on total assets of $315.3 million. At September 30, 2024, the portfolio consisted of 193 issuers with an average balance of approximately $2.7 million versus 102 issuers with an average balance of approximately $2.7 million at December 31, 2023. NMC has a senior credit facility with a bank lending group for $325.3 million, 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 $293.8 million and $222.9 million of borrowings outstanding at September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, SLR Business Credit had net income of $0.8 million and $1.8 million, respectively, on gross income of $9.6 million and $9.7 million, respectively. For the nine months ended September 30, 2024 and 2023, SLR Business Credit had net income of $6.3 million and $5.2 million, respectively, on gross income of $31.2 million and $27.9 million, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in 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.
Stock Repurchase Program
On May 7, 2024, our Board authorized an extension of a program for the purpose of repurchasing up to $50 million 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 Securities Exchange Act of 1934, as amended (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 further amended or extended by our Board, we expect the repurchase program to be in place until the earlier of May 7, 2025 or until $50 million of our outstanding shares of common stock have been repurchased. The timing and number of additional 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. There were no share repurchases during the three and nine months ended September 30, 2024. For the fiscal year ended December 31, 2023, the Company repurchased 746 shares at an average price of approximately $14.02 per share, inclusive of commissions. The total dollar amount of shares repurchased for the fiscal year ended December 31, 2023 was $0.01 million.
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 million, resulting in a total equity commitment of $100 million. 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 million senior secured revolving credit facility (the “SSLP Facility”) with Goldman Sachs Bank USA acting as administrative agent. On October 20, 2023, the SSLP Facility was expanded to $150 million. Effective with an amendment on March 25, 2024, the SSLP Facility is scheduled to mature on December 12, 2028 and generally bears interest at a rate of SOFR plus 2.90%. 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. At September 30, 2024, there were $123.6 million of borrowings outstanding on the SSLP Facility.
As of September 30, 2024 and December 31, 2023, the Company and the Investor had contributed combined equity capital in the amount of $95.75 million and $85.75 million, respectively. As of September 30, 2024 and December 31, 2023, the Company and the Investor’s combined remaining commitments to SSLP totaled $4.25 million and $14.25 million, 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 September 30, 2024 and December 31, 2023, SSLP had total assets of $224.9 million and $195.9 million, respectively. For the same periods, SSLP’s portfolio consisted of floating rate senior secured loans to 37 and 32 different borrowers, respectively. For the three months ended September 30, 2024, SSLP invested $4.3 million in 7 portfolio companies. Investments prepaid totaled $21.3 million for the three months ended September 30, 2024. For the three months ended September 30, 2023, SSLP invested $57.5 million in 16 portfolio companies. Investments prepaid totaled $1.7 million for the three months ended September 30, 2023.
SSLP Portfolio as of September 30, 2024 (dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Spread Above Index(1) | | Floor | | | Interest Rate(2) | | | Maturity Date | | Par Amount | | | Cost | | | Fair Value(3) | |
Accession Risk Management Group, Inc. | | Insurance | | S+475 | | | 0.75 | % | | | 9.35 | % | | 11/1/29 | | $ | 6,905 | | | $ | 6,882 | | | $ | 6,905 | |
Aegis Toxicology Sciences Corporation (4) | | Health Care Providers & Services | | S+550 | | | 1.00 | % | | | 10.87 | % | | 5/9/25 | | | 2,908 | | | | 2,908 | | | | 2,908 | |
Alkeme Intermediary Holdings, LLC (4) | | Insurance | | S+575 | | | 1.00 | % | | | 10.35 | % | | 10/28/26 | | | 5,999 | | | | 5,860 | | | | 5,879 | |
All States Ag Parts, LLC (4) | | Trading Companies & Distributors | | S+600 | | | 1.00 | % | | | 10.96 | % | | 9/1/26 | | | 2,117 | | | | 2,117 | | | | 2,117 | |
Apex Service Partners, LLC | | Diversified Consumer Services | | S+650 | | | 1.00 | % | | | 11.17 | % | | 10/24/30 | | | 5,988 | | | | 5,852 | | | | 6,046 | |
Atria Wealth Solutions, Inc. (4) | | Diversified Financial Services | | S+650 | | | 1.00 | % | | | 12.01 | % | | 11/29/24 | | | 3,114 | | | | 3,111 | | | | 3,114 | |
BayMark Health Services, Inc. (4) | | Health Care Providers & Services | | S+500 | | | 1.00 | % | | | 9.87 | % | | 6/11/27 | | | 4,002 | | | | 4,002 | | | | 4,002 | |
CC SAG Holdings Corp. (4) | | Diversified Consumer Services | | S+525 | | | 0.75 | % | | | 9.85 | % | | 6/29/28 | | | 8,900 | | | | 8,900 | | | | 8,900 | |
Crewline Buyer, Inc. | | IT Services | | S+675 | | | 1.00 | % | | | 11.35 | % | | 11/8/30 | | | 5,084 | | | | 4,963 | | | | 5,084 | |
CVAUSA Management, LLC (4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.12 | % | | 5/22/29 | | | 5,371 | | | | 5,227 | | | | 5,371 | |
ENS Holdings III Corp. & ES Opco USA LLC (4) | | Trading Companies & Distributors | | S+475 | | | 1.00 | % | | | 9.45 | % | | 12/31/25 | | | 1,077 | | | | 1,077 | | | | 1,077 | |
Erie Construction Mid-west, LLC | | Building Products | | S+475 | | | 1.00 | % | | | 10.09 | % | | 7/30/27 | | | 8,114 | | | | 8,114 | | | | 8,114 | |
Exactcare Parent, Inc. | | Health Care Providers & Services | | S+550 | | | 1.00 | % | | | 10.73 | % | | 11/5/29 | | | 3,211 | | | | 3,130 | | | | 3,211 | |
Eyesouth Eye Care Holdco LLC (4) | | Health Care Providers & Services | | S+550 | | | 1.00 | % | | | 10.80 | % | | 10/5/2029 | | | 2,652 | | | | 2,601 | | | | 2,652 | |
Fertility (ITC) Investment Holdco, LLC (4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.74 | % | | 1/3/29 | | | 5,910 | | | | 5,766 | | | | 5,910 | |
Foundation Consumer Brands, LLC (4) | | Personal Products | | S+625 | | | 1.00 | % | | | 11.50 | % | | 2/12/27 | | | 8,275 | | | | 8,275 | | | | 8,275 | |
High Street Buyer, Inc. | | Insurance | | S+525 | | | 0.75 | % | | | 9.85 | % | | 4/16/28 | | | 7,546 | | | | 7,546 | | | | 7,546 | |
iCIMS, Inc.(4) | | Software | | S+725 | | | 0.75 | % | | | 12.56 | % | | 8/18/28 | | | 3,192 | | | | 3,154 | | | | 3,192 | |
Kaseya, Inc.(4) | | Software | | S+550 | | | 0.75 | % | | | 10.75 | % | | 6/23/29 | | | 9,150 | | | | 9,150 | | | | 9,150 | |
Kid Distro Holdings, LLC | | Software | | S+475 | | | 1.00 | % | | | 10.15 | % | | 10/1/29 | | | 8,871 | | | | 8,871 | | | | 8,871 | |
Legacy Service Partners, LLC | | Diversified Consumer Services | | S+575 | | | 1.00 | % | | | 10.50 | % | | 1/9/29 | | | 2,803 | | | | 2,737 | | | | 2,803 | |
Maxor Acquisition, Inc.(4) | | Health Care Providers & Services | | S+675 | | | 1.00 | % | | | 11.70 | % | | 3/1/29 | | | 6,074 | | | | 5,914 | | | | 6,074 | |
Medrina, LLC | | Health Care Providers & Services | | S+600 | | | 1.00 | % | | | 11.55 | % | | 10/20/29 | | | 2,392 | | | | 2,337 | | | | 2,392 | |
ONS MSO, LLC(4) | | Health Care Providers & Services | | S+625 | | | 1.00 | % | | | 11.35 | % | | 7/8/26 | | | 5,848 | | | | 5,738 | | | | 5,848 | |
Plastic Management, LLC(4) | | Health Care Providers & Services | | S+500 | | | 1.00 | % | | | 9.70 | % | | 8/18/27 | | | 5,594 | | | | 5,457 | | | | 5,594 | |
Retina Midco, Inc.(4) | | Health Care Providers & Services | | S+600 | | | 1.00 | % | | | 10.86 | % | | 1/31/26 | | | 9,943 | | | | 9,791 | | | | 9,943 | |
RQM+ Corp.(4) | | Life Sciences Tools & Services | | S+575 | | | 1.00 | % | | | 10.62 | % | | 8/12/26 | | | 5,909 | | | | 5,909 | | | | 5,673 | |
RxSense Holdings LLC(4) | | Diversified Consumer Services | | S+500 | | | 1.00 | % | | | 10.35 | % | | 3/13/26 | | | 8,898 | | | | 8,898 | | | | 8,898 | |
SunMed Group Holdings, LLC(4) | | Health Care Equipment & Supplies | | S+550 | | | 0.75 | % | | | 10.85 | % | | 6/16/28 | | | 8,879 | | | | 8,879 | | | | 8,879 | |
The Townsend Company, LLC(4) | | Commercial Services & Supplies | | S+625 | | | 1.00 | % | | | 11.10 | % | | 8/15/29 | | | 3,584 | | | | 3,506 | | | | 3,584 | |
Tilley Distribution, Inc.(4) | | Trading Companies & Distributors | | S+600 | | | 1.00 | % | | | 10.75 | % | | 12/31/26 | | | 5,622 | | | | 5,622 | | | | 5,509 | |
Ultimate Baked Goods Midco LLC(4) | | Packaged Foods & Meats | | S+625 | | | 1.00 | % | | | 11.41 | % | | 8/13/27 | | | 8,886 | | | | 8,886 | | | | 8,886 | |
United Digestive MSO Parent, LLC(4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.25 | % | | 3/30/29 | | | 3,475 | | | | 3,384 | | | | 3,475 | |
Urology Management Holdings, Inc.(4) | | Health Care Providers & Services | | S+550 | | | 1.00 | % | | | 10.70 | % | | 6/15/26 | | | 3,675 | | | | 3,594 | | | | 3,638 | |
UVP Management, LLC(4) | | Health Care Providers & Services | | S+625 | | | 1.00 | % | | | 11.00 | % | | 9/15/25 | | | 4,871 | | | | 4,796 | | | | 4,871 | |
WCI-BXC Purchaser, LLC | | Distributors | | S+625 | | | 1.00 | % | | | 11.48 | % | | 11/6/30 | | | 2,882 | | | | 2,815 | | | | 2,882 | |
West-NR Parent, Inc.(4) | | Insurance | | S+625 | | | 1.00 | % | | | 10.95 | % | | 12/27/27 | | | 6,807 | | | | 6,696 | | | | 6,807 | |
| | | | | | | | | | | | | | | | | $ | 202,465 | | | $ | 204,080 | |
(1)Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the SOFR. These instruments are typically subject to a SOFR floor.
(2)Floating rate debt investments typically bear interest at a rate determined by reference to the 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 September 30, 2024.
(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.
SSLP Portfolio as of December 31, 2023 (dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Industry | | Spread Above Index(1) | | Floor | | | Interest Rate(2) | | | Maturity Date | | Par Amount | | | Cost | | | Fair Value(3) | |
Aegis Toxicology Sciences Corporation (4) | | Health Care Providers & Services | | S+550 | | | 1.00 | % | | | 11.13 | % | | 5/9/25 | | $ | 2,947 | | | $ | 2,947 | | | $ | 2,947 | |
Alkeme Intermediary Holdings, LLC (4) | | Insurance | | S+650 | | | 1.00 | % | | | 11.96 | % | | 10/28/26 | | | 3,017 | | | | 2,934 | | | | 3,017 | |
All States Ag Parts, LLC (4) | | Trading Companies & Distributors | | S+600 | | | 1.00 | % | | | 11.61 | % | | 9/1/26 | | | 2,133 | | | | 2,133 | | | | 2,133 | |
Apex Service Partners, LLC | | Diversified Consumer Services | | S+700 | | | 1.00 | % | | | 11.87 | % | | 10/24/30 | | | 4,905 | | | | 4,784 | | | | 4,783 | |
Atria Wealth Solutions, Inc. (4) | | Diversified Financial Services | | S+650 | | | 1.00 | % | | | 11.97 | % | | 5/31/24 | | | 2,468 | | | | 2,468 | | | | 2,468 | |
BayMark Health Services, Inc. (4) | | Health Care Providers & Services | | S+500 | | | 1.00 | % | | | 10.61 | % | | 6/11/27 | | | 4,033 | | | | 4,033 | | | | 4,033 | |
CC SAG Holdings Corp. (4) | | Diversified Consumer Services | | S+575 | | | 0.75 | % | | | 11.22 | % | | 6/29/28 | | | 8,969 | | | | 8,969 | | | | 8,969 | |
CVAUSA Management, LLC (4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.74 | % | | 5/22/29 | | | 5,412 | | | | 5,251 | | | | 5,412 | |
ENS Holdings III Corp. & ES Opco USA LLC (4) | | Trading Companies & Distributors | | S+475 | | | 1.00 | % | | | 10.20 | % | | 12/31/25 | | | 1,086 | | | | 1,086 | | | | 1,086 | |
Erie Construction Mid-west, LLC | | Building Products | | S+475 | | | 1.00 | % | | | 10.20 | % | | 7/30/27 | | | 8,457 | | | | 8,457 | | | | 8,457 | |
Fertility (ITC) Investment Holdco, LLC (4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.97 | % | | 1/3/29 | | | 5,955 | | | | 5,791 | | | | 5,955 | |
Foundation Consumer Brands, LLC (4) | | Personal Products | | S+625 | | | 1.00 | % | | | 11.79 | % | | 2/12/27 | | | 8,641 | | | | 8,641 | | | | 8,641 | |
GSM Acquisition Corp. (4) | | Leisure Equipment & Products | | S+500 | | | 1.00 | % | | | 10.47 | % | | 11/16/26 | | | 8,541 | | | | 8,541 | | | | 8,541 | |
Higginbotham Insurance Agency, Inc. (4) | | Insurance | | S+550 | | | 1.00 | % | | | 10.96 | % | | 11/25/28 | | | 7,573 | | | | 7,573 | | | | 7,573 | |
High Street Buyer, Inc. | | Insurance | | S+575 | | | 0.75 | % | | | 11.25 | % | | 4/16/28 | | | 7,604 | | | | 7,604 | | | | 7,604 | |
iCIMS, Inc.(4) | | Software | | S+725 | | | 0.75 | % | | | 12.62 | % | | 8/18/28 | | | 3,089 | | | | 3,066 | | | | 3,089 | |
Kaseya, Inc.(4) | | Software | | S+600 | | | 0.75 | % | | | 11.38 | % | | 6/23/29 | | | 9,058 | | | | 9,058 | | | | 9,058 | |
Kid Distro Holdings, LLC(4) | | Software | | S+550 | | | 1.00 | % | | | 11.00 | % | | 10/1/27 | | | 8,939 | | | | 8,939 | | | | 8,939 | |
Maxor Acquisition, Inc.(4) | | Health Care Providers & Services | | S+675 | | | 1.00 | % | | | 12.48 | % | | 3/1/29 | | | 6,120 | | | | 5,940 | | | | 6,120 | |
ONS MSO, LLC(4) | | Health Care Providers & Services | | S+625 | | | 1.00 | % | | | 11.62 | % | | 7/8/26 | | | 5,922 | | | | 5,784 | | | | 5,922 | |
Pinnacle Treatment Centers, Inc.(4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.95 | % | | 1/2/26 | | | 6,951 | | | | 6,951 | | | | 6,951 | |
Plastics Management, LLC(4) | | Health Care Providers & Services | | S+500 | | | 1.00 | % | | | 10.45 | % | | 8/18/27 | | | 5,637 | | | | 5,471 | | | | 5,637 | |
RQM+ Corp.(4) | | Life Sciences Tools & Services | | S+575 | | | 1.00 | % | | | 11.36 | % | | 8/12/26 | | | 5,955 | | | | 5,955 | | | | 5,955 | |
RxSense Holdings LLC(4) | | Diversified Consumer Services | | S+500 | | | 1.00 | % | | | 10.48 | % | | 3/13/26 | | | 8,968 | | | | 8,968 | | | | 8,968 | |
SunMed Group Holdings, LLC(4) | | Health Care Equipment & Supplies | | S+550 | | | 0.75 | % | | | 10.96 | % | | 6/16/28 | | | 8,948 | | | | 8,948 | | | | 8,948 | |
The Townsend Company, LLC(4) | | Commercial Services & Supplies | | S+625 | | | 1.00 | % | | | 11.61 | % | | 8/15/29 | | | 3,642 | | | | 3,555 | | | | 3,642 | |
Tilley Distribution, Inc.(4) | | Trading Companies & Distributors | | S+600 | | | 1.00 | % | | | 11.50 | % | | 12/31/26 | | | 5,850 | | | | 5,850 | | | | 5,850 | |
Ultimate Baked Goods Midco LLC(4) | | Packaged Foods & Meats | | S+625 | | | 1.00 | % | | | 11.71 | % | | 8/13/27 | | | 8,954 | | | | 8,954 | | | | 8,865 | |
United Digestive MSO Parent, LLC(4) | | Health Care Providers & Services | | S+675 | | | 1.00 | % | | | 12.25 | % | | 3/30/29 | | | 3,411 | | | | 3,311 | | | | 3,411 | |
Urology Management Holdings, Inc.(4) | | Health Care Providers & Services | | S+650 | | | 1.00 | % | | | 11.93 | % | | 6/15/26 | | | 3,179 | | | | 3,102 | | | | 3,155 | |
Vessco Midco Holdings, LLC(4) | | Water Utilities | | S+450 | | | 1.00 | % | | | 9.96 | % | | 11/2/26 | | | 4,304 | | | | 4,304 | | | | 4,304 | |
West-NR Parent, Inc.(4) | | Insurance | | S+625 | | | 1.00 | % | | | 11.70 | % | | 12/27/27 | | | 6,822 | | | | 6,691 | | | | 6,822 | |
| | | | | | | | | | | | | | | | | $ | 186,059 | | | $ | 187,255 | |
(1)Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the SOFR. These instruments are typically subject to a SOFR floor.
(2)Floating rate debt investments typically bear interest at a rate determined by reference to the 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, 2023.
(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 September 30, 2024 and December 31, 2023 and for the three and nine months ended September 30, 2024 and the three and nine months ended September 30, 2023:
| | | | | | | | |
| | September 30, 2024 | | | December 31, 2023 | |
Selected Balance Sheet Information for SSLP (in thousands): | | | | | | |
Investments at fair value (cost $202,465 and $186,059, respectively) | | $ | 204,080 | | | $ | 187,255 | |
Cash and other assets | | | 20,770 | | | | 8,613 | |
Total assets | | $ | 224,850 | | | $ | 195,868 | |
Debt outstanding ($123,600 and $106,900 face amounts, respectively, reported net of unamortized debt issuance costs of $1,746 and $1,697, respectively) | | $ | 121,854 | | | $ | 105,203 | |
Distributions payable | | | 3,368 | | | | 1,900 | |
Interest payable and other credit facility related expenses | | | 549 | | | | 551 | |
Accrued expenses and other payables | | | 476 | | | | 416 | |
Total liabilities | | $ | 126,247 | | | $ | 108,070 | |
Members’ equity | | $ | 98,603 | | | $ | 87,798 | |
Total liabilities and members’ equity | | $ | 224,850 | | | $ | 195,868 | |
| | | | | | | | | | | | | | | |
| Three months ended | | | Nine months ended | |
| September 30, 2024 | | | September 30, 2023 | | | September 30, 2024 | | | September 30, 2023 | |
Selected Income Statement Information for SSLP (in thousands): | | | | | | | | | | | |
Interest income | $ | 6,375 | | | $ | 2,757 | | | $ | 18,960 | | | $ | 5,371 | |
Service fees* | | 132 | | | | 66 | | | | 392 | | | | 123 | |
Interest and other credit facility expenses | | 2,800 | | | | 1,773 | | | | 8,438 | | | | 4,025 | |
Other general and administrative expenses | | 46 | | | | 32 | | | | 136 | | | | 89 | |
Total expenses | | 2,978 | | | | 1,871 | | | | 8,966 | | | | 4,237 | |
Net investment income | $ | 3,397 | | | $ | 886 | | | $ | 9,994 | | | $ | 1,134 | |
Realized gain on investments | | — | | | | — | | | | — | | | | 30 | |
Net change in unrealized gain (loss) on investments | | 29 | | | | 177 | | | | 420 | | | | 538 | |
Net realized and unrealized gain (loss) on investments | $ | 29 | | | $ | 177 | | | $ | 420 | | | $ | 568 | |
Net income | $ | 3,426 | | | $ | 1,063 | | | $ | 10,414 | | | $ | 1,702 | |
* Service fees are included within the Company’s Consolidated Statements of Operations as other income.
Critical Accounting Policies
The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies. Within the context of these critical accounting policies and disclosed subsequent events herein, we are not currently aware of any other reasonably likely events or circumstances that would result in materially different amounts being reported.
Valuation of Portfolio Investments
In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act addressing fair valuation of fund investments. The rule sets forth requirements for good faith determinations of fair value, as well as for the performance of fair value determinations, including related oversight and reporting obligations. The rule also defines “readily available market quotations” for purposes of the definition of “value” under the 1940 Act, and the SEC noted that this definition will apply in all contexts under the 1940 Act. The Company complies with the Rule 2a-5 valuation requirements.
We conduct the valuation of our assets, pursuant to which our net asset value is determined, at all times consistent with GAAP and the 1940 Act. The Board will (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.
It is anticipated that in respect of many of the Company’s assets, readily available market quotations will not be obtainable and that such assets will be valued at 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.
Our valuation procedures are set forth in more detail in Note 2(b) to the Company’s consolidated financial statements. Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.
Revenue Recognition
The Company records dividend income and interest, adjusted for amortization of premium and accretion of discount, on an accrual basis. Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on non-accrual status when principal or interest/dividend cash payments are past due 30 days or more (90 days or more for equipment financing) and/or when it is no longer probable that principal or interest/dividend cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining interest or dividend obligations. Interest or dividend cash payments received on investments may be recognized as income or applied to principal depending upon management’s judgment. Some of our investments may have contractual PIK income. PIK income computed at the contractual rate, as applicable, is accrued and reflected as a receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates, as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at the maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends is reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK income. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company again believes that PIK is expected to be realized. Loan origination fees, original issue discount, and market discounts are capitalized and amortized into income using the effective interest method. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record prepayment premiums on loans and other investments as interest income when we receive such amounts. Capital structuring fees are recorded as other income when earned.
The typically higher yields and interest rates on PIK securities, to the extent we invested, reflect the payment deferral and increased credit risks associated with such instruments and that such investments may represent a significantly higher credit risk than coupon loans. PIK securities may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. PIK income has the effect of generating investment income and increasing the incentive fees payable at a compounding rate. In addition, the deferral of PIK income also increases the loan-to-value ratio at a compounding rate. PIK securities create the risk that incentive fees will be paid to the Investment Adviser based on non-cash accruals that ultimately may not be realized, but the Investment Adviser will be under no obligation to reimburse the Company for these fees. For the three and nine months ended September 30, 2024, capitalized PIK income totaled $1.4 million and $6.1 million, respectively. For the three and nine months ended September 30, 2023, capitalized PIK income totaled $2.7 million and $8.9 million, respectively.
Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss
We generally measure realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized origination or commitment fees and prepayment penalties. The net change in unrealized gain or loss reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gain or loss, when gains or losses are realized. Gains or losses on investments are calculated by using the specific identification method.
Income Taxes
SLRC, a U.S. corporation, has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code. In order to qualify for U.S. federal income taxation as a RIC, the Company is required, among other things, to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year. Depending on the level of taxable income earned in a given tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year distributions, the Company accrues an estimated excise tax, if any, on estimated excess taxable income.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board. ASUs not listed were assessed and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.
RESULTS OF OPERATIONS
Results comparisons for the three and nine months ended September 30, 2024 and September 30, 2023 are presented below:
Investment Income
For the three and nine months ended September 30, 2024, gross investment income totaled $59.8 million and $176.8 million, respectively. For the three and nine months ended September 30, 2023, gross investment income totaled $59.6 million and $169.5 million, respectively. The increase in gross investment income for the year over year three and nine month periods was primarily due to the growth of the SSLP portfolio as well as an increase in average index rates.
Expenses
Net expenses totaled $35.4 million and $104.3 million, respectively, for the three and nine months ended September 30, 2024, of which $14.0 million and $41.7 million, respectively, were base management fees and performance-based incentive fees and $18.9 million and $55.3 million, respectively, were interest and other credit facility expenses. Other general and administrative expenses totaled $2.6 million and $7.4 million, respectively, for the three and nine months ended September 30, 2024. Over the same periods, $41 thousand and $0.1 million of performance-based incentive fees were waived. Net expenses totaled $36.3 million and $101.3 million, respectively, for the three and nine months ended September 30, 2023, of which $13.8 million and $40.6 million, respectively, were base management fees and performance-based incentive fees and $19.9 million and $53.0 million, respectively, were interest and other credit facility expenses. Other general and administrative expenses totaled $2.7 million and $8.2 million, respectively, for the three and nine months ended September 30, 2023. Over the same periods, $0.2 million and $0.4 million of performance-based incentive fees were waived. Expenses generally consist of management and performance-based incentive fees, interest and other credit facility expenses, administrative services fees, insurance expenses, legal fees, directors’ fees, transfer agency fees, printing and proxy expenses, audit and tax services expenses and other general and administrative expenses. Interest and other credit facility expenses generally consist of interest, unused fees, agency fees and loan origination fees, if any, among others. The decrease in expenses for the year over year three month periods was primarily due to lower interest expense from a decrease in average borrowings as well as a decrease in the spread and index rates on borrowings. The increase in expenses for the year over year nine month periods was primarily due to higher interest expense from an increase in average borrowings as well as an increase in incentive fees due to comparatively higher investment income.
Net Investment Income
The Company’s net investment income totaled $24.3 million and $72.5 million, or $0.45 and $1.33, per average share, respectively, for the three and nine months ended September 30, 2024. The Company’s net investment income totaled $23.4 million and $68.2 million, or $0.43 and $1.25, per average share, respectively, for the three and nine months ended September 30, 2023.
Net Realized Loss
The Company had investment sales and prepayments totaling approximately $224 million and $447 million, respectively, for the three and nine months ended September 30, 2024. Net realized losses over the same periods were $2.7 million and $2.5 million, respectively. The Company had investment sales and prepayments totaling approximately $206 million and $473 million, respectively, for the three and nine months ended September 30, 2023. Net realized losses over the same periods were $31.0 million and $29.8 million, respectively. Net realized losses for the three and nine months ended September 30, 2024 were primarily due to the exit of our investments in NSPC Holdings LLC and NSPC Intermediate Corp. Net realized losses for the three and nine months ended September 30, 2023 were primarily related to our investment in American Teleconferencing Services, Ltd.
Net Change in Unrealized Gain (Loss)
For the three and nine months ended September 30, 2024, net change in unrealized gain (loss) on the Company’s assets totaled $0.4 million and $3.1 million, respectively. Net unrealized gain for the three months ended September 30, 2024 was primarily due to appreciation in the value of our investments in KBH Topco, LLC, Outset Medical, Inc. and Bayside Parent, LLC, among others, partially offset by the reversal of previously recognized unrealized appreciation on our investments in Neuronetics, Inc. and Alimera Sciences, Inc. as well as depreciation in the value of our investment in SLR Equipment Finance and Logix Holding Company, among others.. Net unrealized gain for the nine months ended September 30, 2024 was primarily due to appreciation in the value of our investments in KBH Topco, LLC, SLR Credit Solutions, Outset Medical, Inc. and Bayside Parent, LLC, among others, partially offset the reversal of previously recognized unrealized appreciation on our investment in Alimera Sciences, Inc. as well as by depreciation in the value of our investments in SLR Equipment Finance, SOINT, LLC and RQM+ Corp., among others. For the three and nine months ended September 30, 2023, net change in unrealized gain on the Company’s assets totaled $34.5 million and $14.4 million,
respectively. Net unrealized gain for the three months ended September 30, 2023 is primarily due to the reversal of previously recognized unrealized depreciation on our investment in American Teleconferencing Services, Ltd. as well as appreciation in the value of our investments in Alimera Sciences, Inc. and SLR Credit Solutions, among others, partially offset by depreciation in the value of our investments in KBH Topco, LLC, among others. Net unrealized gain for the nine months ended September 30, 2023 is primarily due to the reversal of previously recognized unrealized depreciation on our investment in American Teleconferencing Services, Ltd. as well as appreciation in the value of our investments in Alimera Sciences, Inc., among others, partially offset by depreciation in the value of our investments in Oldco AI, LLC (f/k/a AmeriMark), SLR Credit Solutions and KBT Topco, LLC, among others.
Net Increase in Net Assets From Operations
For the three and nine months ended September 30, 2024, the Company had a net increase in net assets resulting from operations of $22.0 million and $73.1 million, respectively. For the same periods, earnings per average share were $0.4 and $1.34, respectively. For the three and nine months ended September 30, 2023, the Company had a net increase in net assets resulting from operations of $26.9 million and $52.8 million, respectively. For the same periods, earnings per average share were $0.49 and $0.97, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s liquidity and capital resources are generated and generally available through its Credit Facility and SPV Credit Facility, the 2024 Unsecured Notes, the 2025 Unsecured Notes, the 2026 Unsecured Notes, the 2027 Unsecured Notes and the 2027 Series F Unsecured Notes (each as defined below and, collectively, the “Debt Instruments”), through cash flows from operations, investment sales, prepayments of senior and subordinated loans, income earned on investments and cash equivalents, and periodic follow-on equity and/or debt offerings. As of September 30, 2024, we had a total of $393.2 million of collective unused borrowing capacity under the Credit Facility and SPV Credit Facility, subject to borrowing base limits.
We may from time to time issue equity and/or debt securities in either public or private offerings. The issuance of such securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful. The primary uses of existing funds and any funds raised in the future are expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders, or for other general corporate purposes.
Debt
On April 1, 2022, we entered into an assumption agreement (the “CF Assumption Agreement”), effective as of the closing of the Mergers. The CF Assumption Agreement relates to our 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, subsequent to an August 30, 2024 amendment, the commitment under the SPV Credit Facility is $275 million. The stated interest rate on the SPV Credit Facility is SOFR plus 2.25%-2.75% with no SOFR floor requirement, and the current final maturity date is August 30, 2028. 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, we, 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 September 30, 2024, outstanding USD equivalent borrowings under the SPV Credit Facility totaled $165.1 million.
On April 1, 2022, we entered into an assumption agreement (the “Note Assumption Agreement”), effective as of the closing of the Mergers. The Note Assumption Agreement relates to our assumption of $85 million 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, we 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.
On January 6, 2022, the Company closed a private offering of $135 million of unsecured notes with a fixed interest rate of 3.33% and a maturity date of January 6, 2027 (the “2027 Series F Unsecured Notes”). 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 August 16, 2024, the Company closed on Amendment No. 3 to its August 28, 2019 senior secured credit agreement (the “Credit Facility”). Following the amendment, the Credit Facility is now composed of $620 million of revolving credit and $140 million 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, matures in August 2029 and includes ratable amortization in the final year. The Credit Facility may be increased up to $800 million 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, require the Company to maintain a minimum stockholder’s equity and a minimum asset coverage ratio. At September 30, 2024, outstanding USD equivalent borrowings under the Credit Facility totaled $501.0 million, composed of $336.8 million of revolving credit and $140.0 million of term loans.
On September 14, 2021, the Company closed a private offering of $50 million of unsecured notes with a fixed interest rate of 2.95% and a maturity date of March 14, 2027 (the “2027 Unsecured Notes”). 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 million of unsecured notes with a fixed interest rate of 4.20% and a maturity date of December 15, 2024 (the “2024 Unsecured Notes”). 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 million of unsecured notes with a fixed interest rate of 4.375% and a maturity date of December 15, 2026 (the “2026 Unsecured Notes”). 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.
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. At September 30, 2024, the Company was in compliance with all financial and operational covenants required by the Debt Instruments.
Cash Equivalents
We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. The Company makes purchases that are consistent with its purpose of making investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to time, including at or near the end of each fiscal quarter, we consider using various temporary investment strategies for our business. One strategy includes taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time to time we may purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on the Credit Facility, as deemed appropriate. The amount of these transactions or such drawn cash for this purpose are excluded from total assets for purposes of computing the asset base upon which the management fee is determined. We held a face amount of $325 million in cash equivalents as of September 30, 2024.
Contractual Obligations
A summary of our significant contractual payment obligations is as follows as of September 30, 2024:
Payments Due by Period (in millions)
| | | | | | | | | | | | | | | | | | | | |
| | Total | | | Less than 1 Year | | | 1-3 Years | | | 3-5 Years | | | More Than 5 Years | |
Revolving credit facilities (1) | | $ | 501.8 | | | $ | — | | | $ | — | | | $ | 501.8 | | | $ | — | |
Unsecured senior notes | | | 470.0 | | | | 210.0 | | | | 260.0 | | | | — | | | | — | |
Term loans | | | 140.0 | | | | — | | | | — | | | | 140.0 | | | | — | |
(1)As of September 30, 2024, we had a total of $393.2 million of unused borrowing capacity under our revolving credit facilities, subject to borrowing base limits.
Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy the asset coverage test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss.
We have also entered into two contracts under which we have future commitments: an investment advisory and management agreement (the “Advisory Agreement”), pursuant to which the Investment Adviser has agreed to serve as our investment adviser, and an administration agreement (the “Administration Agreement”), pursuant to which the Administrator has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance. Payments under the Advisory Agreement are equal to (1) a percentage of the value of our average gross assets and (2) a two-part incentive fee. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs. Either party may terminate each of the Advisory Agreement and Administration Agreement without penalty upon 60 days written notice to the other. See Note 3 to our Consolidated Financial Statements.
On July 31, 2017, the Company, NEFPASS LLC and NEFCORP LLC entered into a servicing agreement. NEFCORP LLC was engaged to provide NEFPASS LLC with administrative services related to the loans and capital leases held by NEFPASS LLC. NEFPASS LLC may terminate this agreement upon 30 days written notice to NEFCORP LLC.
On October 7, 2022, the Company committed $50 million to SSLP and entered into a servicing agreement. SSLP engaged and retained the Company to provide certain administrative services relating to the facilities, supplies and necessary ongoing overhead support services for the operation of SSLP’s ongoing business affairs in exchange for a fee.
Senior Securities
Information about our senior securities is shown in the following table (in thousands) as of the quarter ended September 30, 2024 and each year ended December 31 for the past ten years, unless otherwise noted. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
| | | | | | | | | | | | | | |
Class and Year | | Total Amount Outstanding(1) | | | Asset Coverage Per Unit(2) | | | Involuntary Liquidating Preference Per Unit(3) | | | Average Market Value Per Unit(4) |
Credit Facility | | | | | | | | | | | |
Fiscal 2024 (through September 30, 2024) | | $ | 336,777 | | | $ | 573 | | | | — | | | N/A |
Fiscal 2023 | | | 407,000 | | | | 631 | | | | — | | | N/A |
Fiscal 2022 | | | 293,000 | | | | 513 | | | | — | | | N/A |
Fiscal 2021 | | | 222,500 | | | | 552 | | | | — | | | N/A |
Fiscal 2020 | | | 126,000 | | | | 421 | | | | — | | | N/A |
Fiscal 2019 | | | 42,900 | | | | 182 | | | | — | | | N/A |
Fiscal 2018 | | | 96,400 | | | | 593 | | | | — | | | N/A |
Fiscal 2017 | | | 245,600 | | | | 1,225 | | | | — | | | N/A |
Fiscal 2016 | | | 115,200 | | | | 990 | | | | — | | | N/A |
Fiscal 2015 | | | 207,900 | | | | 1,459 | | | | — | | | N/A |
Fiscal 2014 | | | — | | | | — | | | | — | | | N/A |
SPV Credit Facility | | | | | | | | | | | |
Fiscal 2024 (through September 30, 2024) | | | 165,050 | | | | 281 | | | | — | | | N/A |
Fiscal 2023 | | | 206,250 | | | | 320 | | | | — | | | N/A |
Fiscal 2022 | | | 155,200 | | | | 272 | | | | — | | | N/A |
2022 Unsecured Notes | | | | | | | | | | | |
Fiscal 2022 | | | — | | | | — | | | | — | | | N/A |
Fiscal 2021 | | | 150,000 | | | | 372 | | | | — | | | N/A |
Fiscal 2020 | | | 150,000 | | | | 501 | | | | — | | | N/A |
Fiscal 2019 | | | 150,000 | | | | 638 | | | | — | | | N/A |
Fiscal 2018 | | | 150,000 | | | | 923 | | | | — | | | N/A |
Fiscal 2017 | | | 150,000 | | | | 748 | | | | — | | | N/A |
Fiscal 2016 | | | 50,000 | | | | 430 | | | | — | | | N/A |
2022 Tranche C Notes | | | | | | | | | | | |
Fiscal 2022 | | | — | | | | — | | | | — | | | N/A |
Fiscal 2021 | | | 21,000 | | | | 52 | | | | — | | | N/A |
Fiscal 2020 | | | 21,000 | | | | 70 | | | | — | | | N/A |
Fiscal 2019 | | | 21,000 | | | | 89 | | | | — | | | N/A |
Fiscal 2018 | | | 21,000 | | | | 129 | | | | — | | | N/A |
Fiscal 2017 | | | 21,000 | | | | 105 | | | | — | | | N/A |
2023 Unsecured Notes | | | | | | | | | | | |
Fiscal 2023 | | | — | | | | — | | | | — | | | N/A |
Fiscal 2022 | | | 75,000 | | | | 131 | | | | — | | | N/A |
Fiscal 2021 | | | 75,000 | | | | 186 | | | | — | | | N/A |
Fiscal 2020 | | | 75,000 | | | | 250 | | | | — | | | N/A |
Fiscal 2019 | | | 75,000 | | | | 319 | | | | — | | | N/A |
Fiscal 2018 | | | 75,000 | | | | 461 | | | | — | | | N/A |
Fiscal 2017 | | | 75,000 | | | | 374 | | | | — | | | N/A |
2024 Unsecured Notes | | | | | | | | | | | |
Fiscal 2024 (through September 30, 2024) | | | 125,000 | | | | 213 | | | | — | | | N/A |
Fiscal 2023 | | | 125,000 | | | | 194 | | | | — | | | N/A |
Fiscal 2022 | | | 125,000 | | | | 219 | | | | — | | | N/A |
Fiscal 2021 | | | 125,000 | | | | 309 | | | | — | | | N/A |
Fiscal 2020 | | | 125,000 | | | | 417 | | | | — | | | N/A |
Fiscal 2019 | | | 125,000 | | | | 531 | | | | — | | | N/A |
| | | | | | | | | | | | | | | | |
Class and Year | | Total Amount Outstanding(1) | | | Asset Coverage Per Unit(2) | | | Involuntary Liquidating Preference Per Unit(3) | | | Average Market Value Per Unit(4) | |
2025 Unsecured Notes | | | | | | | | | | | | |
Fiscal 2024 (through September 30, 2024) | | $ | 85,000 | | | $ | 145 | | | | — | | | N/A | |
Fiscal 2023 | | | 85,000 | | | | 132 | | | | — | | | N/A | |
Fiscal 2022 | | | 85,000 | | | | 149 | | | | — | | | N/A | |
2026 Unsecured Notes | | | | | | | | | | | | |
Fiscal 2024 (through September 30, 2024) | | | 75,000 | | | | 128 | | | | — | | | N/A | |
Fiscal 2023 | | | 75,000 | | | | 116 | | | | — | | | N/A | |
Fiscal 2022 | | | 75,000 | | | | 131 | | | | — | | | N/A | |
Fiscal 2021 | | | 75,000 | | | | 186 | | | | — | | | N/A | |
Fiscal 2020 | | | 75,000 | | | | 250 | | | | — | | | N/A | |
Fiscal 2019 | | | 75,000 | | | | 319 | | | | — | | | N/A | |
2027 Unsecured Notes | | | | | | | | | | | | |
Fiscal 2024 (through September 30, 2024) | | | 50,000 | | | | 85 | | | | — | | | N/A | |
Fiscal 2023 | | | 50,000 | | | | 77 | | | | — | | | N/A | |
Fiscal 2022 | | | 50,000 | | | | 88 | | | | — | | | N/A | |
Fiscal 2021 | | | 50,000 | | | | 124 | | | | — | | | N/A | |
2027 Series F Unsecured Notes | | | | | | | | | | | | |
Fiscal 2024 (through September 30, 2024) | | | 135,000 | | | | 230 | | | | — | | | N/A | |
Fiscal 2023 | | | 135,000 | | | | 209 | | | | — | | | N/A | |
Fiscal 2022 | | | 135,000 | | | | 237 | | | | — | | | N/A | |
2042 Unsecured Notes | | | | | | | | | | | | |
Fiscal 2017 | | | — | | | | — | | | | — | | | N/A | |
Fiscal 2016 | | | 100,000 | | | | 859 | | | | — | | | $ | 1,002 | |
Fiscal 2015 | | | 100,000 | | | | 702 | | | | — | | | | 982 | |
Fiscal 2014 | | | 100,000 | | | | 2,294 | | | | — | | | | 943 | |
Senior Secured Notes | | | | | | | | | | | | |
Fiscal 2017 | | | — | | | | — | | | | — | | | N/A | |
Fiscal 2016 | | | 75,000 | | | | 645 | | | | — | | | N/A | |
Fiscal 2015 | | | 75,000 | | | | 527 | | | | — | | | N/A | |
Fiscal 2014 | | | 75,000 | | | | 1,721 | | | | — | | | N/A | |
Term Loans | | | | | | | | | | | | |
Fiscal 2024 (through September 30, 2024) | | | 140,000 | | | | 238 | | | | — | | | N/A | |
Fiscal 2023 | | | 100,000 | | | | 155 | | | | — | | | N/A | |
Fiscal 2022 | | | 100,000 | | | | 175 | | | | — | | | N/A | |
Fiscal 2021 | | | 100,000 | | | | 248 | | | | — | | | N/A | |
Fiscal 2020 | | | 75,000 | | | | 250 | | | | — | | | N/A | |
Fiscal 2019 | | | 75,000 | | | | 319 | | | | — | | | N/A | |
Fiscal 2018 | | | 50,000 | | | | 308 | | | | — | | | N/A | |
Fiscal 2017 | | | 50,000 | | | | 250 | | | | — | | | N/A | |
Fiscal 2016 | | | 50,000 | | | | 430 | | | | — | | | N/A | |
Fiscal 2015 | | | 50,000 | | | | 351 | | | | — | | | N/A | |
Fiscal 2014 | | | 50,000 | | | | 1,147 | | | | — | | | N/A | |
NEFPASS Facility | | | | | | | | | | | | |
Fiscal 2021 | | | — | | | | — | | | | — | | | N/A | |
Fiscal 2020 | | | 30,000 | | | | 100 | | | | — | | | N/A | |
Fiscal 2019 | | | 30,000 | | | | 128 | | | | — | | | N/A | |
Fiscal 2018 | | | 30,000 | | | | 185 | | | | — | | | N/A | |
SSLP Facility | | | | | | | | | | | | |
Fiscal 2019 | | | — | | | | — | | | | — | | | N/A | |
Fiscal 2018 | | | 53,785 | | | | 331 | | | | — | | | N/A | |
Total Senior Securities | | | | | | | | | | | | |
Fiscal 2024 (through September 30, 2024) | | $ | 1,111,827 | | | $ | 1,893 | | | | — | | | N/A | |
Fiscal 2023 | | | 1,183,250 | | | | 1,834 | | | | — | | | N/A | |
Fiscal 2022 | | | 1,093,200 | | | | 1,915 | | | | — | | | N/A | |
Fiscal 2021 | | | 818,500 | | | | 2,029 | | | | — | | | N/A | |
Fiscal 2020 | | | 677,000 | | | | 2,259 | | | | — | | | N/A | |
Fiscal 2019 | | | 593,900 | | | | 2,525 | | | | — | | | N/A | |
Fiscal 2018 | | | 476,185 | | | | 2,930 | | | | — | | | N/A | |
Fiscal 2017 | | | 541,600 | | | | 2,702 | | | | — | | | N/A | |
Fiscal 2016 | | | 390,200 | | | | 3,354 | | | | — | | | N/A | |
Fiscal 2015 | | | 432,900 | | | | 3,039 | | | | — | | | N/A | |
Fiscal 2014 | | | 225,000 | | | | 5,162 | | | | — | | | N/A | |
(1)Total amount of each class of senior securities outstanding (in thousands) at the end of the period presented.
(2)The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by all senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the Asset Coverage Per Unit. In order to
determine the specific Asset Coverage Per Unit for each class of debt, the total Asset Coverage Per Unit is allocated based on the amount outstanding in each class of debt at the end of the period. As of September 30, 2024, asset coverage was 189.3%.
(3)The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.
(4)Not applicable except for the 2042 Unsecured Notes which were publicly traded. The Average Market Value Per Unit is calculated by taking the daily average closing price during the period and dividing it by twenty-five dollars per share and multiplying the result by one thousand to determine a unit price per thousand consistent with Asset Coverage Per Unit. The average market value for the fiscal 2016, 2015 and 2014 periods was $100,175, $98,196 and $94,301, respectively.
Off-Balance Sheet Arrangements
From time to time and in the normal course of business, the Company may make unfunded capital commitments to current or prospective portfolio companies. Typically, the Company may agree to provide delayed-draw term loans or, to a lesser extent, revolving loans or equity commitments. These unfunded capital commitments always take into account the Company’s liquidity and cash available for investment, portfolio and issuer diversification, and other considerations. Accordingly, the Company had the following unfunded capital commitments at September 30, 2024 and December 31, 2023, respectively:
| | | | | | | | |
(in millions) | | September 30, 2024 | | | December 31, 2023 | |
SLR Credit Solutions* | | $ | 44.3 | | | $ | 44.3 | |
Western Veterinary Partners LLC | | | 19.5 | | | | — | |
BDG Media, Inc. | | | 12.9 | | | | 10.1 | |
Arcutis Biotherapeutics, Inc. | | | 12.7 | | | | — | |
Plastic Management, LLC | | | 10.8 | | | | — | |
CVAUSA Management, LLC | | | 10.2 | | | | 10.2 | |
iCIMS, Inc. | | | 8.2 | | | | 9.8 | |
SLR Business Credit* | | | 8.0 | | | | — | |
One Touch Direct, LLC | | | 7.4 | | | | 4.1 | |
SPR Therapeutics, Inc. | | | 6.1 | | | | — | |
Quantcast Corporation | | | 6.0 | | | | — | |
SPAR Marketing Force, Inc. | | | 5.6 | | | | 8.3 | |
West-NR Parent, Inc. | | | 4.9 | | | | 5.0 | |
33 Across Inc. | | | 4.7 | | | | — | |
FE Advance, LLC | | | 3.9 | | | | — | |
United Digestive MSO Parent, LLC | | | 3.7 | | | | 3.9 | |
DeepIntent, Inc. | | | 3.5 | | | | 3.9 | |
The Townsend Company, LLC | | | 3.4 | | | | 3.3 | |
Foundation Consumer Brands, LLC | | | 3.0 | | | | 3.0 | |
Copper River Seafoods, Inc. | | | 2.6 | | | | 7.1 | |
Erie Construction Mid-west, LLC | | | 2.4 | | | | 2.4 | |
Urology Management Holdings, Inc. | | | 2.3 | | | | — | |
SLR Senior Lending Program LLC* | | | 2.1 | | | | 7.1 | |
Bayside Opco, LLC | | | 2.1 | | | | 2.1 | |
Kaseya, Inc. | | | 1.9 | | | | 3.8 | |
EyeSouth Eye Care Holdco LLC | | | 1.9 | | | | 1.0 | |
SLR Healthcare ABL* | | | 1.4 | | | | 1.4 | |
Ultimate Baked Goods Midco LLC | | | 1.3 | | | | 2.4 | |
Sightly Enterprises, Inc. | | | 1.3 | | | | — | |
RxSense Holdings LLC | | | 1.3 | | | | 1.3 | |
Brainjolt LLC | | | 1.2 | | | | — | |
Tilley Distribution, Inc. | | | 1.2 | | | | 1.2 | |
High Street Buyer, Inc. | | | 0.6 | | | | 0.6 | |
CC SAG Holdings Corp. (Spectrum Automotive) | | | 0.5 | | | | 0.5 | |
ENS Holdings III Corp, LLC | | | 0.4 | | | | 0.6 | |
Southern Orthodontic Partners Management, LLC | | | 0.4 | | | | 17.9 | |
All States Ag Parts, LLC | | | 0.3 | | | | 0.3 | |
TAUC Management, LLC | | | 0.3 | | | | 0.3 | |
Shoes for Crews Global, LLC | | | 0.3 | | | | — | |
Orthopedic Care Partners Management, LLC | | | — | | | | 20.8 | |
Ardelyx, Inc. | | | — | | | | 15.9 | |
Retina Midco, Inc. | | | — | | | | 9.4 | |
Alkeme Intermediary Holdings, LLC | | | — | | | | 9 | |
Legacy Service Partners, LLC | | | — | | | | 5.4 | |
Peter C. Foy & Associates Insurance Services, LLC | | | — | | | | 5.1 | |
Luxury Asset Capital, LLC | | | — | | | | 4.5 | |
Vertos Medical, Inc. | | | — | | | | 3.3 | |
AMF Levered II, LLC | | | — | | | | 3.2 | |
UVP Management, LLC | | | — | | | | 2.9 | |
Kid Distro Holdings, LLC | | | — | | | | 2.7 | |
Basic Fun, Inc. | | | — | | | | 2.1 | |
SLR Equipment Finance* | | | — | | | | 2.1 | |
SunMed Group Holdings, LLC | | | — | | | | 1.6 | |
Urology Management Holdings, Inc. | | | — | | | | 1.5 | |
GSM Acquisition Corp | | | — | | | | 0.9 | |
Medrina, LLC | | | — | | | | 0.8 | |
Pinnacle Treatment Centers, Inc. | | | — | | | | 0.6 | |
Crewline Buyer, Inc. | | | — | | | | 0.5 | |
Exactcare Parent, Inc. | | | — | | | | 0.4 | |
WCI-BXC Purchaser, LLC | | | — | | | | 0.3 | |
Vessco Midco Holdings, LLC | | | — | | | | 0.3 | |
Total Commitments | | $ | 204.6 | | | $ | 248.7 | |
* The Company controls the funding of these commitments and may cancel them at its discretion.
The credit agreements governing the above loan commitments contain customary lending provisions and/or are subject to the respective 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 September 30, 2024 and December 31, 2023, 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.
In the normal course of business, we invest or trade in various financial instruments and may enter into various investment activities with off-balance sheet risk, which may include forward foreign currency contracts. Generally, these financial instruments represent future commitments to purchase or sell other financial instruments at specific terms at future dates. These financial instruments contain varying degrees of off-balance sheet risk whereby changes in the market value or our satisfaction of the obligations may exceed the amount recognized in our Consolidated Statements of Assets and Liabilities.
Distributions
The following table reflects the cash distributions per share on our common stock for the two most recent fiscal years and the current fiscal year to date:
| | | | | | | | |
Date Declared | | Record Date | | Payment Date | | Amount | |
Fiscal 2024 | | | | | | | |
November 6, 2024 | | December 13, 2024 | | December 27, 2024 | | $ | 0.41 | |
August 7, 2024 | | September 13, 2024 | | September 27, 2024 | | | 0.41 | |
May 8, 2024 | | June 13, 2024 | | June 27, 2024 | | | 0.41 | |
February 27, 2024 | | March 14, 2024 | | March 28, 2024 | | | 0.41 | |
Total 2024 | | | | | | $ | 1.64 | |
Fiscal 2023 | | | | | | | |
November 7, 2023 | | December 14, 2023 | | December 28, 2023 | | $ | 0.41 | |
September 5, 2023 | | September 20, 2023 | | September 28, 2023 | | | 0.136667 | |
August 8, 2023 | | August 18, 2023 | | August 30, 2023 | | | 0.136667 | |
July 5, 2023 | | July 20, 2023 | | August 1, 2023 | | | 0.136667 | |
June 1, 2023 | | June 20, 2023 | | June 29, 2023 | | | 0.136667 | |
May 10, 2023 | | May 24, 2023 | | June 1, 2023 | | | 0.136667 | |
April 4, 2023 | | April 20, 2023 | | May 2, 2023 | | | 0.136667 | |
February 28, 2023 | | March 23, 2023 | | April 4, 2023 | | | 0.136667 | |
February 2, 2023 | | February 16, 2023 | | March 1, 2023 | | | 0.136667 | |
January 10, 2023. | | January 26, 2023 | | February 2, 2023 | | | 0.136667 | |
Total 2023 | | | | | | $ | 1.64 | |
Fiscal 2022 | | | | | | | |
December 6, 2022 | | December 22, 2022 | | January 5, 2023 | | $ | 0.136667 | |
November 2, 2022 | | November 17, 2022 | | December 1, 2022 | | | 0.136667 | |
October 5, 2022 | | October 20, 2022 | | November 2, 2022 | | | 0.136667 | |
September 2, 2022 | | September 20, 2022 | | October 4, 2022 | | | 0.136667 | |
August 2, 2022 | | August 18, 2022 | | September 1, 2022 | | | 0.136667 | |
July 6, 2022 | | July 21, 2022 | | August 2, 2022 | | | 0.136667 | |
June 3, 2022 | | June 23, 2022 | | July 5, 2022 | | | 0.136667 | |
May 3, 2022 | | May 19, 2022 | | June 2, 2022 | | | 0.136667 | |
April 4, 2022 | | April 21, 2022 | | May 3, 2022 | | | 0.136667 | |
March 1, 2022 | | March 18, 2022 | | April 1, 2022 | | | 0.41 | |
Total 2022 | | | | | | $ | 1.64 | |
Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year. Future quarterly distributions, if any, will be determined by the Board. We expect that our distributions to stockholders will generally be from accumulated net investment income, net realized capital gains or non-taxable return of capital, if any, as applicable.
We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC tax treatment, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.
We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, the Credit Facility may limit our ability to declare distributions if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual payment-in-kind income, which represents contractual income added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC.
With respect to the distributions to stockholders, income from origination, structuring, closing and certain other upfront fees associated with investments in portfolio companies are treated as taxable income and, accordingly, distributed to stockholders.
Related Parties
We have entered into a number of business relationships with affiliated or related parties, including the following:
•We have entered into the Advisory Agreement with the Investment Adviser. Mr. Michael S. Gross, our Chairman, Co-Chief Executive Officer and President, and Mr. Bruce J. Spohler, our Co-Chief Executive Officer, Chief Operating Officer and board member, are managing members and senior investment professionals of, and have financial and controlling interests in, the Investment Adviser. In addition, Mr. Shiraz Y. Kajee, our Chief Financial Officer and Treasurer, serves as the Chief Financial Officer for the Investment Adviser, and Mr. Guy F. Talarico, our Chief Compliance Officer and Secretary, serves as Partner, General Counsel and Chief Compliance Officer for the Investment Adviser.
•The Administrator provides us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and the compensation of our chief compliance officer, our chief financial officer and their respective staffs.
•We have entered into a license agreement with the Investment Adviser, pursuant to which the Investment Adviser has granted us a non-exclusive, royalty-free license to use the licensed marks “SOLAR” and “SLR”.
The Investment Adviser may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, with ours. For example, the Investment Adviser presently serves as investment adviser to SCP Private Credit Income BDC LLC, an unlisted BDC that focuses on investing primarily in senior secured loans, including non-traditional asset-based loans and first lien loans, SLR HC BDC LLC, an unlisted BDC whose principal focus is to invest directly and indirectly in senior secured loans and other debt instruments typically to middle market companies within the healthcare industry, and SLR Private Credit BDC II LLC, an unlisted BDC focused on first lien senior secured floating rate loans. In addition, Mr. Gross, our Chairman, Co-Chief Executive Officer and President, Mr. Spohler, our Co-Chief Executive Officer and Chief Operating Officer, Mr. Kajee, our Chief Financial Officer and Treasurer, and Mr. Talarico, our Chief Compliance Officer and Secretary, serve in similar capacities for SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC. The Investment Adviser and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser’s allocation procedures. On June 13, 2017, the Investment Adviser received an exemptive order that permits the Company to participate in negotiated co-investment transactions with certain affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to various conditions (the “Exemptive Order”). If the Company is unable to rely on the Exemptive Order for a particular opportunity, such opportunity will be allocated first to the entity whose investment strategy is the most consistent with the opportunity being allocated, and second, if the terms of the opportunity are consistent with more than one entity’s investment strategy, on an alternating basis. Although the Investment Adviser’s investment professionals will endeavor to allocate investment opportunities in a fair and equitable manner, the Company and its stockholders could be adversely affected to the extent investment opportunities are allocated among us and other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors and members of the Investment Adviser.
Related party transactions may occur among us, SLR Senior Lending Program LLC, SLR Senior Lending Program SPV LLC, SLR Credit, Equipment Operating Leases LLC, KBH, Loyer Capital LLC, SLR Business Credit, SLR Healthcare ABL and SLR Equipment. These transactions may occur in the normal course of business. No administrative or other fees are paid to the Investment Adviser by SLR Senior Lending Program LLC, SLR Senior Lending Program SPV LLC, SLR Credit, Equipment Operating Leases LLC, KBH, Loyer Capital LLC, SLR Business Credit, SLR Healthcare ABL or SLR Equipment.
In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. Uncertainty with respect to interest rates, inflationary pressures, risks in respect of a failure to increase the U.S. debt ceiling or a downgrade in the U.S. credit rating, the war between Ukraine and Russia, certain regional bank failures, an inflationary environment, the ongoing war in the Middle East and health epidemics and pandemics introduced significant volatility in the financial markets, and the effects of this volatility have materially impacted and could continue to materially impact our market risks. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In a low interest rate environment, including a reduction of SOFR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net investment income. During the nine months ended September 30, 2024, certain investments in our comprehensive investment portfolio had floating interest rates. These floating rate investments were primarily based on floating SOFR and typically have durations of one to three months after which they reset to current market interest rates. Additionally, some of these investments have floors. The Company also has revolving credit facilities that are generally based on floating SOFR. Assuming no changes to our balance sheet as of September 30, 2024 and no new defaults by portfolio companies, a hypothetical one percent decrease in SOFR on our comprehensive floating rate assets and liabilities would decrease our net investment income by five cents per average share over the next twelve months. Assuming no changes to our balance sheet as of September 30, 2024 and no new defaults by portfolio companies, a hypothetical one percent increase in SOFR on our comprehensive floating rate assets and liabilities would increase our net investment income by approximately six cents per average share over the next twelve months. However, we may hedge against interest rate fluctuations from time to time by using standard hedging instruments such as futures, options, swaps and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in any benefits of
certain changes in interest rates with respect to our portfolio of investments. At September 30, 2024, we had no interest rate hedging instruments outstanding on our balance sheet.
| | | | | | | | |
Increase (Decrease) in SOFR | | | (1.00 | %) | | | 1.00 | % |
Increase (Decrease) in Net Investment Income Per Share Per Year | | $ | (0.05 | ) | | $ | 0.06 | |
We may also have exposure to foreign currencies through various investments. These investments are converted into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. In order to reduce our exposure to fluctuations in foreign exchange rates, we may borrow from time to time in such currencies under our multi-currency revolving credit facility or enter into forward currency or similar contracts.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of September 30, 2024 (the end of the period covered by this report), we, including our Co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including our Co-Chief Executive Officers and Chief Financial Officer, concluded that, as of September 30, 2024, our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
(b) Changes in Internal Control Over Financial Reporting
Management has not identified any change in the Company’s internal control over financial reporting that occurred during the third quarter of 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We and our consolidated subsidiaries are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or our consolidated subsidiaries. From time to time, we and our consolidated subsidiaries may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” in the February 27, 2024 filing of our Annual Report on Form 10-K (the “Annual Report”) , which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. Other than the risk factor below, there have been no material changes during the period ended September 30, 2024 to the risk factors discussed in “Risk Factors” in the February 27, 2024 filing of our Annual Report on Form 10-K.
Global economic, regulatory and market conditions may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability.
We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations could also come into effect. Any such new or changed laws or regulations could have a material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term.
The effects of legislative and regulatory proposals directed at the financial services industry or affecting taxation, could negatively impact the operations, cash flows or financial condition of us and our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of business and could be subject to civil fines and criminal penalties.
Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.
Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and cash flows. Until we know what policy changes are made and how those changes impact business and the business of our competitors over the long term, we will not know if, overall, it will benefit from them or be negatively affected by them.
Deterioration in the economic conditions in the Eurozone and other regions or countries globally and the resulting instability in global financial markets may pose a risk to our business. Financial markets have been affected at times by a number of global macroeconomic events, including the following: large sovereign debts and fiscal deficits of several countries in Europe and in emerging markets jurisdictions, levels of non-performing loans on the balance sheets of European banks, the effect of the United Kingdom leaving the European Union, instability in the Chinese capital markets and the COVID-19 pandemic.
Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Such events,
including rising trade tensions between the United States and China, other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries, the large-scale invasion of Ukraine by Russia that began in February 2022 and resulting sanctions or other restrictive actions that the United States and other countries have imposed against Russia, the COVID-19 pandemic, certain regional bank failures, an inflationary environment and the ongoing war in the Middle East, could adversely affect our business, financial condition or results of operations. These market and economic disruptions could negatively impact the operating results of our portfolio companies.
In addition, Russia’s invasion of Ukraine and corresponding events have had, and could continue to have, severe adverse effects on regional and global economic markets. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions against Russia, including, among other actions, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. The duration of hostilities and the vast array of sanctions and related events (including cyberattacks and espionage) cannot be predicted. Furthermore, the conflict between the two nations and the varying involvement of the United States and other NATO countries could preclude prediction as to their ultimate adverse impact on global economic and market conditions, and, as a result, presents material uncertainty and risk with respect to markets globally, which pose potential adverse risks to us and the performance of our investments and operations, and our ability to achieve our investment objectives. Additionally, to the extent that third parties, investors, or related customer bases have material operations or assets in Russia or Ukraine, they may have adverse consequences related to the ongoing conflict. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.
Additionally, the Federal Reserve raised the federal funds rate in 2022 and 2023. While the Federal Reserve cut its benchmark rate in the third quarter of 2024 for the first time since March 2020 and indicated that there may be additional rate cuts in 2024, future reductions to benchmark rates are not certain. Additionally, there can be no assurance that the Federal Reserve will not return to making upwards adjustments to the federal funds rate in the future. These developments, along with the United States government’s credit and deficit concerns, global economic uncertainties and market volatility and the impacts of COVID-19, could cause interest rates to be volatile, which may negatively impact our ability to access the debt markets and capital markets on favorable terms.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the 1934 Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the 1934 Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.
Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| | |
Exhibit Number | | Description |
| |
3.1 | | Articles of Amendment and Restatement(1) |
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3.2 | | Second Amended and Restated Bylaws(4) |
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4.1 | | Form of Common Stock Certificate(2) |
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4.2 | | Indenture, dated as of November 16, 2012, between the Registrant and U.S. Bank National Association as trustee(3) |
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10.1 | | Amendment No. 3 to Senior Secured Credit Agreement dated as of August 28, 2019 (as amended December 28, 2021, March 11, 2022, and August 16, 2024) among SLR Investment Corp., Citibank, N.A., as administrative agent, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and Citibank, N.A., JPMorgan Chase Bank, N.A., and Sumitomo Mitsui Banking Corporation, as joint lead bookrunners and joint lead arrangers(5) |
| | |
14.1 | | Code of Business Conduct* |
| | |
19.1 | | Joint Code of Ethics and Insider Trading Policy* |
| | |
23.1 | | Awareness Letter of Independent Registered Public Accounting Firm* |
| |
31.1 | | Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* |
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31.2 | | Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* |
| |
31.3 | | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* |
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32.1 | | Certification of Co-Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.** |
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32.2 | | Certification of Co-Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.** |
| |
32.3 | | Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.** |
| |
101.INS | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* |
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101.SCH | | Inline XBRL Taxonomy Extension Schema Document* |
| |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
| |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document* |
| |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document* |
| |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
| |
104 | | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
(1)Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2 Pre-Effective Amendment No. 7 (File No. 333-148734) filed on January 7, 2010.
(2)Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2 (File No. 333-148734) filed on February 9, 2010.
(3)Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2 Post-Effective Amendment No. 6 (File No. 333-172968) filed on November 16, 2012.
(4)Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on December 1, 2021.
(5)Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on August 19, 2024.
* Filed herewith.
** Furnished herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 6, 2024.
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SLR INVESTMENT CORP. |
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By: |
| /s/ MICHAEL S. GROSS |
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| Michael S. Gross Co-Chief Executive Officer (Principal Executive Officer) |
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By: |
| /s/ BRUCE J. SPOHLER |
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| Bruce J. Spohler Co-Chief Executive Officer (Principal Executive Officer) |
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By: |
| /s/ SHIRAZ Y. KAJEE |
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| Shiraz Y. Kajee Chief Financial Officer (Principal Financial and Accounting Officer) |