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 quarterly period ended June 30, 2020
or
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 814-00998
Goldman Sachs BDC, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware |
46-2176593 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
|
|
|
200 West Street, New York, New York |
10282 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (212) 902-0300
Not Applicable
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Stock, par value $0.001 per share |
|
GSBD |
|
The New York Stock Exchange |
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer: |
X |
Accelerated filer: |
☐ |
Non-accelerated filer: |
☐ |
Smaller reporting company: |
☐ |
|
Emerging growth company: |
☐ |
|
|
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO X
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 10, 2020 was 40,448,044.
|
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|
INDEX |
PAGE |
|
|
3 |
|
|
PART I |
4 |
|
|
ITEM 1. |
4 |
|
|
|
4 |
|
|
|
5 |
|
|
|
6 |
|
|
|
7 |
|
|
|
Consolidated Schedules of Investments as of June 30, 2020 (Unaudited) and December 31, 2019 |
8 |
|
|
20 |
|
|
ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
44 |
|
ITEM 3. |
59 |
|
|
ITEM 4. |
59 |
|
|
|
|
|
|
PART II |
60 |
|
|
ITEM 1. |
60 |
|
|
ITEM 1A. |
60 |
|
|
ITEM 2. |
66 |
|
|
ITEM 3. |
66 |
|
|
ITEM 4. |
66 |
|
|
ITEM 5. |
66 |
|
|
ITEM 6. |
67 |
|
|
|
|
|
|
68 |
||
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2019 and our quarterly report on Form 10-Q for the quarter ended March 31, 2020, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. 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 U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. Under Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form 10-Q.
The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
|
|
• |
our future operating results; |
|
|
• |
the impact of the novel coronavirus (“COVID-19”) pandemic on our business and our portfolio companies, including our and their ability to access capital and liquidity; |
|
|
• |
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of the current COVID-19 pandemic; |
|
|
• |
uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, including the effect of the current COVID-19 pandemic; |
|
|
• |
our business prospects and the prospects of our portfolio companies; |
|
|
• |
the impact of investments that we expect to make; |
|
|
• |
the impact of increased competition; |
|
|
• |
our contractual arrangements and relationships with third parties; |
|
|
• |
the dependence of our future success on the general economy and its impact on the industries in which we invest; |
|
|
• |
the ability of our current and prospective portfolio companies to achieve their objectives; |
|
|
• |
the relative and absolute performance of Goldman Sachs Asset Management, L.P., the investment adviser (the “Investment Adviser”) of the Company; |
|
|
• |
the use of borrowed money to finance a portion of our investments; |
|
|
• |
our ability to make distributions; |
|
|
• |
the adequacy of our cash resources and working capital; |
|
|
• |
changes in interest rates, including the decommissioning of London InterBank Offered Rate (“LIBOR”); |
|
|
• |
the timing of cash flows, if any, from the operations of our portfolio companies; |
|
|
• |
the impact of future acquisitions and divestitures; |
|
|
• |
the effect of changes in tax laws and regulations and interpretations thereof; |
|
|
• |
our ability to maintain our status as a BDC and a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”); |
|
|
• |
actual and potential conflicts of interest with the Investment Adviser and its affiliates; |
|
|
• |
general price and volume fluctuations in the stock market; |
|
|
• |
the ability of the Investment Adviser to attract and retain highly talented professionals; |
|
|
• |
the impact on our business from new or amended legislation or regulations; |
|
|
• |
the availability of credit and/or our ability to access the equity and capital markets; |
|
|
• |
currency fluctuations, particularly to the extent that we receive payments denominated in currency other than U.S. dollars; |
|
|
• |
the ability of the parties to consummate the Merger (as defined below) on the expected timeline, or at all; |
|
|
• |
the ability to realize the anticipated benefits of the proposed Merger; |
|
|
• |
the effects of disruption on our business from the proposed Merger; |
|
|
• |
the effect that the announcement or consummation of the proposed Merger may have on the trading price of our common stock; |
|
|
• |
the combined company’s plans, expectations, objectives and intentions, as a result of the Merger; and |
|
|
• |
any potential termination of the Amended and Restated Merger Agreement (as defined below) or action of our stockholders or the stockholders of Goldman Sachs Middle Market Lending Corp. (“GS MMLC”) with respect to any proposed transaction. |
3
Goldman Sachs BDC, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
|
|
|
June 30, 2020 (Unaudited) |
|
|
December 31, 2019 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
Investments, at fair value |
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments (cost of $1,364,946 and $1,338,268) |
|
$ |
1,283,565 |
|
|
$ |
1,298,133 |
|
|
Non-controlled affiliated investments (cost of $83,410 and $83,460) |
|
|
94,492 |
|
|
|
82,580 |
|
|
Controlled affiliated investments (cost of $85,603 and $88,119) |
|
|
46,410 |
|
|
|
73,539 |
|
|
Investments in affiliated money market fund (cost of $89,470 and $—) |
|
|
89,470 |
|
|
|
— |
|
|
Cash |
|
|
16,318 |
|
|
|
9,409 |
|
|
Receivable for investments sold |
|
|
153 |
|
|
|
93 |
|
|
Unrealized appreciation on foreign currency forward contracts |
|
|
33 |
|
|
|
32 |
|
|
Interest and dividends receivable |
|
|
8,406 |
|
|
|
5,702 |
|
|
Deferred financing costs |
|
|
8,618 |
|
|
|
4,427 |
|
|
Deferred offering costs |
|
|
— |
|
|
|
276 |
|
|
Other assets |
|
|
3,139 |
|
|
|
1,084 |
|
|
Total assets |
|
$ |
1,550,604 |
|
|
$ |
1,475,275 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Debt (net of debt issuance costs of $9,229 and $3,680) |
|
$ |
909,263 |
|
|
$ |
769,727 |
|
|
Interest and other debt expenses payable |
|
|
7,659 |
|
|
|
2,304 |
|
|
Management fees payable |
|
|
1,467 |
|
|
|
3,653 |
|
|
Incentive fees payable |
|
|
— |
|
|
|
1,850 |
|
|
Distribution payable |
|
|
18,181 |
|
|
|
18,165 |
|
|
Directors’ fees payable |
|
|
135 |
|
|
|
— |
|
|
Accrued offering costs |
|
|
— |
|
|
|
28 |
|
|
Accrued expenses and other liabilities |
|
|
2,403 |
|
|
|
3,423 |
|
|
Total liabilities |
|
$ |
939,108 |
|
|
$ |
799,150 |
|
|
Commitments and Contingencies (Note 8) |
|
|
|
|
|
|
|
|
|
Net Assets |
|
|
|
|
|
|
|
|
|
Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding) |
|
$ |
— |
|
|
$ |
— |
|
|
Common stock, par value $0.001 per share (200,000,000 shares authorized, 40,401,637 and 40,367,071 shares issued and outstanding as of June 30, 2020 and December 31, 2019) |
|
|
40 |
|
|
|
40 |
|
|
Paid-in capital in excess of par |
|
|
778,827 |
|
|
|
778,132 |
|
|
Distributable earnings |
|
|
(165,950 |
) |
|
|
(100,626 |
) |
|
Allocated income tax expense |
|
|
(1,421 |
) |
|
|
(1,421 |
) |
|
TOTAL NET ASSETS |
|
$ |
611,496 |
|
|
$ |
676,125 |
|
|
TOTAL LIABILITIES AND NET ASSETS |
|
$ |
1,550,604 |
|
|
$ |
1,475,275 |
|
|
Net asset value per share |
|
$ |
15.14 |
|
|
$ |
16.75 |
|
The accompanying notes are part of these unaudited consolidated financial statements.
4
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
Investment Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From non-controlled/non-affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
28,509 |
|
|
$ |
34,713 |
|
|
$ |
58,024 |
|
|
$ |
66,282 |
|
|
Payment-in-kind |
|
|
535 |
|
|
|
174 |
|
|
|
1,149 |
|
|
|
476 |
|
|
Other income |
|
|
245 |
|
|
|
870 |
|
|
|
492 |
|
|
|
1,521 |
|
|
Total investment income from non-controlled/non-affiliated investments |
|
|
29,289 |
|
|
|
35,757 |
|
|
|
59,665 |
|
|
|
68,279 |
|
|
From non-controlled affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
423 |
|
|
|
576 |
|
|
|
1,088 |
|
|
|
1,194 |
|
|
Payment-in-kind |
|
|
385 |
|
|
|
376 |
|
|
|
575 |
|
|
|
745 |
|
|
Dividend income |
|
|
38 |
|
|
|
53 |
|
|
|
43 |
|
|
|
85 |
|
|
Other income |
|
|
41 |
|
|
|
11 |
|
|
|
46 |
|
|
|
22 |
|
|
Total investment income from non-controlled affiliated investments |
|
|
887 |
|
|
|
1,016 |
|
|
|
1,752 |
|
|
|
2,046 |
|
|
From controlled affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment-in-kind |
|
|
366 |
|
|
|
565 |
|
|
|
996 |
|
|
|
1,100 |
|
|
Interest income |
|
|
60 |
|
|
|
63 |
|
|
|
161 |
|
|
|
63 |
|
|
Dividend income |
|
|
— |
|
|
|
1,000 |
|
|
|
— |
|
|
|
3,450 |
|
|
Total investment income from controlled affiliated investments |
|
|
426 |
|
|
|
1,628 |
|
|
|
1,157 |
|
|
|
4,613 |
|
|
Total investment income |
|
$ |
30,602 |
|
|
$ |
38,401 |
|
|
$ |
62,574 |
|
|
$ |
74,938 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other debt expenses |
|
$ |
9,114 |
|
|
$ |
9,501 |
|
|
$ |
18,008 |
|
|
$ |
17,954 |
|
|
Management fees |
|
|
3,617 |
|
|
|
3,742 |
|
|
|
7,283 |
|
|
|
7,278 |
|
|
Incentive fees |
|
|
— |
|
|
|
4,144 |
|
|
|
— |
|
|
|
4,637 |
|
|
Professional fees |
|
|
623 |
|
|
|
689 |
|
|
|
1,337 |
|
|
|
1,331 |
|
|
Administration, custodian and transfer agent fees |
|
|
228 |
|
|
|
239 |
|
|
|
469 |
|
|
|
479 |
|
|
Directors’ fees |
|
|
139 |
|
|
|
114 |
|
|
|
278 |
|
|
|
227 |
|
|
Other expenses |
|
|
462 |
|
|
|
433 |
|
|
|
834 |
|
|
|
769 |
|
|
Total expenses |
|
$ |
14,183 |
|
|
$ |
18,862 |
|
|
$ |
28,209 |
|
|
$ |
32,675 |
|
|
Fee waiver |
|
|
(2,150 |
) |
|
|
— |
|
|
|
(2,810 |
) |
|
|
— |
|
|
Net expenses |
|
$ |
12,033 |
|
|
$ |
18,862 |
|
|
$ |
25,399 |
|
|
$ |
32,675 |
|
|
NET INVESTMENT INCOME BEFORE TAXES |
|
$ |
18,569 |
|
|
$ |
19,539 |
|
|
$ |
37,175 |
|
|
$ |
42,263 |
|
|
Income tax expense, including excise tax |
|
$ |
389 |
|
|
$ |
452 |
|
|
$ |
816 |
|
|
$ |
891 |
|
|
NET INVESTMENT INCOME AFTER TAXES |
|
$ |
18,180 |
|
|
$ |
19,087 |
|
|
$ |
36,359 |
|
|
$ |
41,372 |
|
|
Net realized and unrealized gains (losses) on investment transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss) from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments |
|
$ |
(1,182 |
) |
|
$ |
(8,570 |
) |
|
$ |
(6,616 |
) |
|
$ |
(33,292 |
) |
|
Non-controlled affiliated investments |
|
|
(211 |
) |
|
|
— |
|
|
|
(211 |
) |
|
|
— |
|
|
Controlled affiliated investments |
|
|
— |
|
|
|
(673 |
) |
|
|
(4,704 |
) |
|
|
(673 |
) |
|
Foreign currency forward contracts |
|
|
52 |
|
|
|
34 |
|
|
|
80 |
|
|
|
52 |
|
|
Foreign currency transactions |
|
|
(23 |
) |
|
|
(10 |
) |
|
|
(18 |
) |
|
|
(16 |
) |
|
Net change in unrealized appreciation (depreciation) from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments |
|
|
31,798 |
|
|
|
(1,435 |
) |
|
|
(41,246 |
) |
|
|
5,771 |
|
|
Non-controlled affiliated investments |
|
|
8,169 |
|
|
|
5,840 |
|
|
|
11,962 |
|
|
|
3,084 |
|
|
Controlled affiliated investments |
|
|
(21,214 |
) |
|
|
2,440 |
|
|
|
(24,613 |
) |
|
|
1,546 |
|
|
Foreign currency forward contracts |
|
|
(81 |
) |
|
|
(45 |
) |
|
|
1 |
|
|
|
33 |
|
|
Foreign currency translations |
|
|
(670 |
) |
|
|
(507 |
) |
|
|
(55 |
) |
|
|
295 |
|
|
Net realized and unrealized gains (losses) |
|
$ |
16,638 |
|
|
$ |
(2,926 |
) |
|
$ |
(65,420 |
) |
|
$ |
(23,200 |
) |
|
(Provision) benefit for taxes on realized gain/loss on investments |
|
|
— |
|
|
|
121 |
|
|
|
— |
|
|
|
121 |
|
|
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments |
|
|
— |
|
|
|
(152 |
) |
|
|
99 |
|
|
|
52 |
|
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
34,818 |
|
|
$ |
16,130 |
|
|
$ |
(28,962 |
) |
|
$ |
18,345 |
|
|
Weighted average shares outstanding |
|
|
40,401,637 |
|
|
|
40,297,090 |
|
|
|
40,398,978 |
|
|
|
40,279,173 |
|
|
Net investment income per share (basic and diluted) |
|
$ |
0.45 |
|
|
$ |
0.47 |
|
|
$ |
0.90 |
|
|
$ |
1.03 |
|
|
Earnings (loss) per share (basic and diluted) |
|
$ |
0.86 |
|
|
$ |
0.40 |
|
|
$ |
(0.72 |
) |
|
$ |
0.46 |
|
The accompanying notes are part of these unaudited consolidated financial statements.
5
Consolidated Statements of Changes in Net Assets
(in thousands, except share and per share amounts)
(Unaudited)
|
|
|
For the Three Months Ended |
For the Six Months Ended |
|
||||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
Net assets at beginning of period |
|
$ |
594,859 |
|
|
$ |
694,746 |
|
|
$ |
676,125 |
|
|
$ |
709,892 |
|
|
Increase (decrease) in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
18,180 |
|
|
$ |
19,087 |
|
|
$ |
36,359 |
|
|
$ |
41,372 |
|
|
Net realized gain (loss) |
|
|
(1,364 |
) |
|
|
(9,219 |
) |
|
|
(11,469 |
) |
|
|
(33,929 |
) |
|
Net change in unrealized appreciation (depreciation) |
|
|
18,002 |
|
|
|
6,293 |
|
|
|
(53,951 |
) |
|
|
10,729 |
|
|
(Provision) benefit for taxes on realized gain/loss on investments |
|
|
— |
|
|
|
121 |
|
|
|
— |
|
|
|
121 |
|
|
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments |
|
|
— |
|
|
|
(152 |
) |
|
|
99 |
|
|
|
52 |
|
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
34,818 |
|
|
$ |
16,130 |
|
|
$ |
(28,962 |
) |
|
$ |
18,345 |
|
|
Distributions to stockholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable earnings |
|
$ |
(18,181 |
) |
|
$ |
(18,136 |
) |
|
$ |
(36,362 |
) |
|
$ |
(36,256 |
) |
|
Total distributions to stockholders |
|
$ |
(18,181 |
) |
|
$ |
(18,136 |
) |
|
$ |
(36,362 |
) |
|
$ |
(36,256 |
) |
|
Capital transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinvestment of stockholder distributions |
|
$ |
— |
|
|
$ |
687 |
|
|
$ |
695 |
|
|
$ |
1,446 |
|
|
Net increase (decrease) in net assets resulting from capital transactions |
|
$ |
— |
|
|
$ |
687 |
|
|
$ |
695 |
|
|
$ |
1,446 |
|
|
TOTAL INCREASE (DECREASE) IN NET ASSETS |
|
$ |
16,637 |
|
|
$ |
(1,319 |
) |
|
$ |
(64,629 |
) |
|
$ |
(16,465 |
) |
|
Net assets at end of period |
|
$ |
611,496 |
|
|
$ |
693,427 |
|
|
$ |
611,496 |
|
|
$ |
693,427 |
|
|
Distributions declared per share |
|
$ |
0.45 |
|
|
$ |
0.45 |
|
|
$ |
0.90 |
|
|
$ |
0.90 |
|
The accompanying notes are part of these unaudited consolidated financial statements.
6
Consolidated Statements of Cash Flows
(in thousands, except share and per share amounts)
(Unaudited)
|
|
|
For the Six Months Ended |
|
|||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations: |
|
$ |
(28,962 |
) |
|
$ |
18,345 |
|
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities: |
|
|
|
|
|
|
|
|
|
Purchases of investments |
|
|
(106,679 |
) |
|
|
(417,534 |
) |
|
Payment-in-kind interest capitalized |
|
|
(2,829 |
) |
|
|
(2,226 |
) |
|
Investments in affiliated money market fund, net |
|
|
(89,470 |
) |
|
|
— |
|
|
Proceeds from sales of investments and principal repayments |
|
|
76,629 |
|
|
|
234,179 |
|
|
Dissolution of Senior Credit Fund, LLC |
|
|
— |
|
|
|
9,779 |
|
|
Net realized (gain) loss on investments |
|
|
11,534 |
|
|
|
33,965 |
|
|
Net change in unrealized (appreciation) depreciation on investments |
|
|
53,897 |
|
|
|
(10,401 |
) |
|
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions |
|
|
(7 |
) |
|
|
(35 |
) |
|
Amortization of premium and accretion of discount, net |
|
|
(2,767 |
) |
|
|
(6,029 |
) |
|
Amortization of deferred financing and debt issuance costs |
|
|
2,023 |
|
|
|
1,300 |
|
|
Amortization of original issue discount on convertible notes |
|
|
220 |
|
|
|
209 |
|
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
(Increase) decrease in receivable for investments sold |
|
|
(60 |
) |
|
|
(9,011 |
) |
|
(Increase) decrease in interest and dividends receivable |
|
|
(2,704 |
) |
|
|
1,878 |
|
|
(Increase) decrease in other assets |
|
|
(2,055 |
) |
|
|
(1,490 |
) |
|
Increase (decrease) in interest and other debt expenses payable |
|
|
5,316 |
|
|
|
248 |
|
|
Increase (decrease) in management fees payable |
|
|
(2,186 |
) |
|
|
308 |
|
|
Increase (decrease) in incentive fees payable |
|
|
(1,850 |
) |
|
|
4,144 |
|
|
Increase (decrease) in investments purchased payable |
|
|
— |
|
|
|
9 |
|
|
Increase (decrease) in directors’ fees payable |
|
|
135 |
|
|
|
110 |
|
|
Increase (decrease) in accrued expenses and other liabilities |
|
|
(1,020 |
) |
|
|
(1,519 |
) |
|
Net cash provided by (used for) operating activities |
|
$ |
(90,835 |
) |
|
$ |
(143,771 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Offering costs paid |
|
$ |
— |
|
|
$ |
140 |
|
|
Distributions paid |
|
|
(35,651 |
) |
|
|
(34,776 |
) |
|
Deferred financing and debt issuance costs paid |
|
|
(11,696 |
) |
|
|
(494 |
) |
|
Borrowings on debt |
|
|
553,761 |
|
|
|
358,908 |
|
|
Repayments of debt |
|
|
(408,676 |
) |
|
|
(176,000 |
) |
|
Net cash provided by (used for) financing activities |
|
$ |
97,738 |
|
|
$ |
147,778 |
|
|
Net increase (decrease) in cash |
|
|
6,903 |
|
|
|
4,007 |
|
|
Effect of foreign exchange rate changes on cash and cash equivalents |
|
|
6 |
|
|
|
2 |
|
|
Cash, beginning of period |
|
|
9,409 |
|
|
|
6,113 |
|
|
Cash, end of period |
|
$ |
16,318 |
|
|
$ |
10,122 |
|
|
Supplemental and non-cash activities |
|
|
|
|
|
|
|
|
|
Interest expense paid |
|
$ |
10,114 |
|
|
$ |
15,824 |
|
|
Accrued but unpaid excise tax expense |
|
$ |
1,010 |
|
|
$ |
1,070 |
|
|
Accrued but unpaid deferred financing and debt issuance costs |
|
$ |
39 |
|
|
$ |
— |
|
|
Accrued but unpaid offering costs |
|
$ |
— |
|
|
$ |
202 |
|
|
Accrued but unpaid distributions |
|
$ |
18,181 |
|
|
$ |
18,136 |
|
|
Reinvestment of stockholder distributions |
|
$ |
695 |
|
|
$ |
1,446 |
|
|
Non-cash purchases of investments |
|
$ |
(34,579 |
) |
|
$ |
(251,173 |
) |
|
Non-cash sales of investments |
|
$ |
34,579 |
|
|
$ |
260,952 |
|
The accompanying notes are part of these unaudited consolidated financial statements.
7
Consolidated Schedule of Investments as of June 30, 2020
(in thousands, except share and per share amounts)
(Unaudited)
|
Investment * |
Industry |
Interest Rate (+) |
Reference Rate and Spread (+) |
Maturity |
Par Amount/Shares (++) |
Cost |
Fair Value |
|||
|
1st Lien/Senior Secured Debt * # - 176.73% |
|
|
|
|
|
|
|
|
|
|
|
3SI Security Systems, Inc.(1) |
Commercial Services & Supplies |
6.75% |
L + 5.75%; 1.00% Floor |
06/16/2023 |
|
$ 14,698 |
|
$ 14,589 |
|
$ 14,257 |
|
A Place For Mom, Inc. |
Diversified Consumer Services |
4.75% |
L + 3.75%; 1.00% Floor |
08/10/2024 |
|
8,797 |
|
8,791 |
|
7,917 |
|
Accuity Delivery Systems, LLC^ (1) (2) |
Health Care Providers & Services |
8.32% |
L + 7.00%; 1.00% Floor |
06/13/2023 |
|
10,170 |
|
9,973 |
|
10,272 |
|
Acquia, Inc.(1) (2) |
Software |
8.00% |
L + 7.00%; 1.00% Floor |
10/31/2025 |
|
12,364 |
|
12,138 |
|
11,962 |
|
Acquia, Inc.(1) (2) (3) |
Software |
|
L + 7.00%; 1.00% Floor |
10/31/2025 |
|
1,322 |
|
(24) |
|
(43) |
|
Animal Supply Holdings, LLC^^ (1) (4) |
Distributors |
11.50% PIK |
L + 10.00% PIK; 1.50% Floor |
02/22/2022 |
|
3,979 |
|
3,962 |
|
3,780 |
|
Ansira Partners, Inc. |
Professional Services |
7.50% PIK |
L + 6.50% PIK; 1.00% Floor |
12/20/2024 |
|
4,570 |
|
4,546 |
|
4,341 |
|
Ansira Partners, Inc. |
Professional Services |
7.51% PIK |
L + 6.50% PIK; 1.00% Floor |
12/20/2024 |
|
281 |
|
280 |
|
267 |
|
Apptio, Inc.(2) |
IT Services |
8.25% |
L + 7.25%; 1.00% Floor |
01/10/2025 |
|
32,702 |
|
32,173 |
|
31,558 |
|
Apptio, Inc.(2) (3) |
IT Services |
|
L + 7.25%; 1.00% Floor |
01/10/2025 |
|
2,225 |
|
(34) |
|
(78) |
|
Associations, Inc.(1) (2) |
Real Estate Management & Development |
8.46% |
L + 7.00% (incl. 3.00% PIK); 1.00% Floor |
07/30/2024 |
|
13,754 |
|
13,633 |
|
13,203 |
|
Associations, Inc.(1) (2) (3) |
Real Estate Management & Development |
8.46% |
L + 7.00% (incl. 3.00% PIK); 1.00% Floor |
07/30/2024 |
|
3,011 |
|
2,135 |
|
2,040 |
|
Associations, Inc.(1) (2) |
Real Estate Management & Development |
7.46% |
L + 6.00%; 1.00% Floor |
07/30/2024 |
|
587 |
|
582 |
|
563 |
|
ATX Networks Corp. |
Communications Equipment |
8.00% |
L + 7.00% (incl. 1.00% PIK); 1.00% Floor |
06/11/2021 |
|
7,252 |
|
7,237 |
|
6,381 |
|
ATX Networks Corp. |
Communications Equipment |
8.00% |
L + 7.00% (incl. 1.00% PIK); 1.00% Floor |
06/11/2021 |
|
461 |
|
458 |
|
406 |
|
Axiom Software(2) (3) |
Health Care Technology |
|
|
07/31/2027 |
|
419 |
|
— |
|
— |
|
Axiom Software(2) (3) |
Health Care Technology |
|
|
07/31/2026 |
|
66 |
|
— |
|
— |
|
Badger Sportswear, Inc. |
Textiles, Apparel & Luxury Goods |
6.25% |
L + 5.00%; 1.00% Floor |
09/11/2023 |
|
7,150 |
|
7,098 |
|
4,290 |
|
Barbri, Inc. |
Diversified Consumer Services |
5.33% |
L + 4.25%; 1.00% Floor |
12/01/2023 |
|
6,243 |
|
6,224 |
|
5,307 |
|
BJH Holdings III Corp. (dba Jack’s Family Restaurants)(2) |
Hotels, Restaurants & Leisure |
6.75% |
L + 5.75%; 1.00% Floor |
08/19/2025 |
|
6,178 |
|
6,123 |
|
5,684 |
|
Brillio, LLC(1) (2) |
IT Services |
5.75% |
L + 4.75%; 1.00% Floor |
02/06/2025 |
|
4,475 |
|
4,439 |
|
4,318 |
|
Brillio, LLC(1) (2) (3) |
IT Services |
5.75% |
L + 4.75%; 1.00% Floor |
02/06/2025 |
|
1,510 |
|
755 |
|
702 |
|
Bullhorn, Inc.(1) (2) |
Professional Services |
6.57% |
L + 5.50%; 1.00% Floor |
10/01/2025 |
|
10,940 |
|
10,792 |
|
10,611 |
|
Bullhorn, Inc.(1) (2) |
Professional Services |
6.50% |
L + 5.50%; 1.00% Floor |
10/01/2025 |
|
545 |
|
538 |
|
529 |
|
Bullhorn, Inc.(1) (2) |
Professional Services |
6.57% |
L + 5.50%; 1.00% Floor |
10/01/2025 |
|
181 |
|
178 |
|
175 |
|
Bullhorn, Inc.(1) (2) (3) |
Professional Services |
6.57% |
L + 5.50%; 1.00% Floor |
10/01/2025 |
|
727 |
|
126 |
|
114 |
|
Businessolver.com, Inc.(1) (2) |
Health Care Technology |
8.50% |
L + 7.50%; 1.00% Floor |
05/15/2023 |
|
12,549 |
|
12,391 |
|
12,078 |
|
Businessolver.com, Inc.(1) (2) |
Health Care Technology |
8.50% |
L + 7.50%; 1.00% Floor |
05/15/2023 |
|
11,175 |
|
10,971 |
|
10,756 |
|
Businessolver.com, Inc.(1) (2) |
Health Care Technology |
8.50% |
L + 7.50%; 1.00% Floor |
05/15/2023 |
|
1,882 |
|
1,857 |
|
1,812 |
|
Businessolver.com, Inc.(1) (2) (3) |
Health Care Technology |
|
L + 7.50%; 1.00% Floor |
05/15/2023 |
|
1,569 |
|
(18) |
|
(59) |
|
CFS Management, LLC (dba Center for Sight Management)(1) (2) |
Health Care Providers & Services |
7.34% |
L + 5.75%; 1.00% Floor |
07/01/2024 |
|
4,773 |
|
4,733 |
|
4,535 |
|
CFS Management, LLC (dba Center for Sight Management)(1) (2) (3) |
Health Care Providers & Services |
|
L + 5.75%; 1.00% Floor |
07/01/2024 |
|
1,418 |
|
(12) |
|
(71) |
|
Chronicle Bidco Inc. (dba Lexitas)(1) (2) |
Professional Services |
6.75% |
L + 5.75%; 1.00% Floor |
11/14/2025 |
|
6,965 |
|
6,838 |
|
6,739 |
|
Chronicle Bidco Inc. (dba Lexitas)(1) (2) (3) |
Professional Services |
6.75% |
L + 5.75%; 1.00% Floor |
11/14/2025 |
|
2,932 |
|
1,538 |
|
1,484 |
|
Chronicle Bidco Inc. (dba Lexitas)(1) (2) (3) |
Professional Services |
|
L + 5.75%; 1.00% Floor |
11/14/2025 |
|
880 |
|
(16) |
|
(29) |
|
Collaborative Imaging, LLC (dba Texas Radiology Associates)^^^ (1) (2) |
Health Care Providers & Services |
7.50% |
L + 6.50%; 1.00% Floor |
03/28/2025 |
|
8,900 |
|
8,801 |
|
8,611 |
|
Collaborative Imaging, LLC (dba Texas Radiology Associates)^^^ (1) (2) |
Health Care Providers & Services |
7.50% |
L + 6.50%; 1.00% Floor |
03/28/2025 |
|
6,602 |
|
6,514 |
|
6,387 |
|
ConnectWise, LLC(1) (2) |
IT Services |
7.07% |
L + 6.00%; 1.00% Floor |
02/28/2025 |
|
13,498 |
|
13,254 |
|
12,992 |
|
ConnectWise, LLC(1) (2) (3) |
IT Services |
|
L + 6.00%; 1.00% Floor |
02/28/2025 |
|
1,036 |
|
(18) |
|
(39) |
|
Convene 237 Park Avenue, LLC (dba Convene)(1) (2) |
Real Estate Management & Development |
9.09% |
L + 7.50%; 1.50% Floor |
08/30/2024 |
|
21,200 |
|
20,834 |
|
18,020 |
|
Convene 237 Park Avenue, LLC (dba Convene)(1) (2) |
Real Estate Management & Development |
9.13% |
L + 7.50%; 1.50% Floor |
08/30/2024 |
|
6,220 |
|
6,137 |
|
5,287 |
|
CorePower Yoga LLC(2) |
Diversified Consumer Services |
5.61% |
L + 4.75% |
05/14/2025 |
|
9,914 |
|
9,790 |
|
8,923 |
|
CorePower Yoga LLC(2) (3) |
Diversified Consumer Services |
|
L + 4.75% |
05/14/2025 |
|
158 |
|
(2) |
|
(16) |
|
CorePower Yoga LLC(2) (3) |
Diversified Consumer Services |
|
L + 4.75% |
05/14/2025 |
|
678 |
|
(8) |
|
(68) |
|
CST Buyer Company (dba Intoxalock)(2) |
Diversified Consumer Services |
6.32% |
L + 5.25%; 1.00% Floor |
10/03/2025 |
|
12,280 |
|
12,138 |
|
10,806 |
The accompanying notes are part of these unaudited consolidated financial statements.
8
Consolidated Schedule of Investments as of June 30, 2020
(in thousands, except share and per share amounts) (continued)
(Unaudited)
|
Investment * |
Industry |
Interest Rate (+) |
Reference Rate and Spread (+) |
Maturity |
Par Amount/Shares (++) |
Cost |
Fair Value |
|||
|
CST Buyer Company (dba Intoxalock)(2) (3) |
Diversified Consumer Services |
6.32% |
L + 5.25%; 1.00% Floor |
10/03/2025 |
$ |
876 |
|
$ 516 |
|
$ 421 |
|
DDS USA Holding, Inc.(1) (2) |
||||||||||