UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the Quarter Ended June 30, 2013
Commission File Number: 814-00754
SOLAR CAPITAL LTD.
(Exact name of registrant as specified in its charter)
(I.R.S. Employer
Identification No.)
500 Park Avenue
New York, N.Y.
(212) 993-1670
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of the registrant’s Common Stock, $.01 par value, outstanding as of July 30, 2013 was 45,040,613.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2013
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Statements of Assets and Liabilities as of June 30, 2013 (unaudited) and December 31, 2012
Consolidated Statements of Operations for the three and six months ended June 30, 2013 (unaudited) and the three and six months ended June 30, 2012 (unaudited)
Consolidated Statements of Changes in Net Assets for the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012
Consolidated Statements of Cash Flows for the six months ended June 30, 2013 (unaudited) and the six months ended June 30, 2012 (unaudited)
Consolidated Schedule of Investments as of June 30, 2013 (unaudited)
Consolidated Schedule of Investments as of December 31, 2012
Notes to Consolidated Financial Statements (unaudited)
Report of Independent Registered Public Accounting Firm
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
Signatures
In this Quarterly Report, “Solar Capital”, “Company”, “Fund”, “we”, “us”, and “our” refer to Solar Capital Ltd. unless the context states otherwise.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share amounts)
Assets
Investments at fair value:
Companies less than 5% owned (cost: $850,659 and $856,134, respectively)
Companies 5% to 25% owned (cost: $174,334 and $167,564, respectively)
Companies more than 25% owned (cost: $437,850 and $408,373, respectively)
Total investments (cost: $1,462,843 and $1,432,071, respectively)
Cash
Foreign currency (cost: $529 and $899, respectively)
Interest and dividends receivable
Deferred financing costs
Derivatives
Receivable for investments sold
Prepaid expenses and other assets
Total assets
Liabilities
Revolving credit facilities (see note 6 and 8)
Unsecured senior notes (see note 8)
Senior secured notes (see note 6 and 8)
Term loan (see note 6 and 8)
Dividends payable
Payable for investments purchased
Management fee payable
Performance-based incentive fee payable
Interest payable
Administrative services expense payable
Other liabilities and accrued expenses
Total liabilities
Net Assets
Common stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized, respectively, and 45,006,497 and 38,694,060 shares issued and outstanding, respectively
Paid-in capital in excess of par
Distributions in excess of net investment income
Accumulated net realized loss
Net unrealized depreciation
Total net assets
Net Asset Value Per Share
See notes to consolidated financial statements.
1
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
INVESTMENT INCOME:
Interest and dividends:
Companies more than 25% owned
Companies 5% to 25% owned
Companies less than 5% owned
Total investment income
EXPENSES:
Management fees (see note 3)
Performance-based incentive fees (see note 3)
Interest and other credit facility expenses
Administrative services expense
Other general and administrative expenses
Total operating expenses
Income tax expense
Total expenses
Net investment income
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCIES AND DERIVATIVES:
Net realized gain (loss) on investments:
Net realized loss on investments
Net realized gain (loss) on foreign currencies and derivatives:
Total net realized loss before income taxes
Net realized loss
Net change in unrealized gain (loss) on investments
Net change in unrealized gain (loss) on foreign currencies and derivatives
Net change in unrealized gain (loss)
Net realized and unrealized gain (loss) on investments, foreign currencies and derivatives
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
EARNINGS (LOSS) PER SHARE (see note 5)
2
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands, except shares)
Increase in net assets resulting from operations:
Net increase in net assets resulting from operations
Dividends and distributions to stockholders
Capital share transactions:
Net proceeds from shares sold
Less offering costs
Reinvestment of dividends
Net increase in net assets from capital transactions
Total increase in net assets
Net assets at beginning of period
Net assets at end of period
Capital share activity:
Shares sold
Shares issued from reinvestment of dividends
Net increase from capital share activity
3
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
Cash Flows from Operating Activities:
Adjustments to reconcile net increase in net assets resulting from operations:
Net realized (gain) loss on foreign currencies and derivatives
Net change in unrealized (gain) loss on investments
Net change in unrealized (gain) loss on foreign currencies and derivatives
(Increase) decrease in operating assets:
Purchase of investments
Proceeds from disposition of investments
Capitalization of payment-in-kind interest
Collections of payment-in-kind interest
Fee revenue receivable
Increase (decrease) in operating liabilities:
Performance-based incentive fees payable
Deferred fee revenue
Income taxes payable
Net Cash Provided by Operating Activities
Cash Flows from Financing Activities:
Cash dividends paid
Common stock offering costs
Proceeds from shares sold
Proceeds from borrowings
Repayments of borrowings
Net Cash Used in Financing Activities
NET INCREASE( DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS AT END OF PERIOD
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-cash financing activities consist of the reinvestment of dividends of $1,413 and $711 for the six months ended June 30, 2013 and 2012, respectively.
4
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)
June 30, 2013
Description (1)
Industry
Bank Debt/Senior Secured Loans — 53.2%
AREP Embassy Row LLC (5)
AREP Fifty Seventh LLC (3)(4)(5)
ARK Real Estate Partners II LP (3)(5)
AviatorCap SII, LLC I (5)
AviatorCap SII, LLC II (5)
AviatorCap SII, LLC III (5)
Blue Coat Systems, Inc.
Direct Buy Inc. (6)
DS Waters of America, Inc. (6)(7)
Easy Financial Services, Inc. (9)(10).
Global Tel*Link Corporation
Good Sam Enterprise, LLC
Grakon, LLC (3)
Interactive Health Solutions, Inc.(12)
Isotoner Corporation
MYI Acquiror Corporation (10)(11)(13).
Quantum Foods, LLC
SMG
Southern Auto Finance Company (10)(14)
SOINT, LLC (5)
Spencer Spirit Holdings, Inc.
The Endurance International Group, Inc.
The Robbins Company TLA (11)
The Robbins Company TLB (11)
TravelClick, Inc.
Trident USA Health Services, LLC (11)
USAW 767 (5)
ViaWest Inc. (11)
Total Bank Debt/Senior Secured Loans
Subordinated Debt/Corporate Notes — 39.8%
Adams Outdoor Advertising
Alegeus Technologies Holdings Corp.
Asurion Holdco
Crosman Corporation
Earthbound Farm (11)
Grakon Holdings LLC Sr (3)
Grakon Holdings LLC Jr (3)
Granite Global Solutions Corp. (9)(10)
Midcap Financial Intermediate Holdings, LLC(10)(11)
ProSieben Sat.1 Media AG (9)(10)(15)
Richelieu Foods, Inc. (12)
Rug Doctor Inc. (16)***
WireCo. Worldgroup Inc.
Total Subordinated Debt/Corporate Notes
5
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
(in thousands, except shares/units)
Preferred Equity — 14.2%
Senior Preferred 15% Units of DSW GroupHoldings LLC(6)***
SOCAY Limited (5)(10)(17)
SODO Corp. (5)(17)
SOINT, LLC (5)(10)(17)
Wyle Laboratories**
Total Preferred Equity
Common Equity / Partnership Interests / Warrants — 33.3%
Ark Real Estate Partners LP (3)(5)**
Ark Real Estate Partners II LP (3)(5)**
Crystal Capital Financial Holdings LLC(5)(10)
Direct Buy Inc. (6)**
Participating Preferred Units of DSW Group Holdings LLC (6)**
Grakon, LLC (3)**
Grakon, LLC Warrants (3)**
Great American Group Inc. (10)**
Great American Group Inc. (10)(18)**
Nuveen Investments, Inc.**
Total Common Equity/PartnershipsInterests / Warrants
Total Investments — 140.5%
Liabilities in Excess of Other Assets — (40.5%)
Net Assets — 100.0%
Name of Issuer
AREP Embassy Row LLC
AREP Fifty-Seventh LLC
ARK Real Estate Partners II LP
ARK Real Estate Partners LP
AviatorCap SII, LLC I
AviatorCap SII, LLC II
AviatorCap SII, LLC III
Crystal Capital Financial Holdings LLC
SOCAY Limited
SODO Corp.
SOINT, LLC
SOINT, LLC (preferred equity)
USAW 767
6
Direct Buy Inc. (common equity)
Direct Buy Inc.
DS Waters of America, Inc.
Participating Preferred Units of DSW Group Holdings LLC
Senior Preferred 15% Units of DSW Group Holdings LLC
7
Industry Classification
Diversified Financial Services
Beverage, Food & Tobacco
Banking
Buildings & Real Estate
Healthcare, Education & Childcare
Insurance
Personal, Food and Misc. Services
Farming & Agriculture
Aerospace & Defense
Building Products
Internet Software & Services
Diversified/Conglomerate Service
Personal & Nondurable Consumer Products
Healthcare Technology
Machinery
Broadcasting & Entertainment
Construction & Engineering
Hotels, Restaurants & Leisure
Leisure, Amusement, Entertainment
Finance
Communications Equipment
Retail Stores
Consumer Finance
Home, Office Furnishing & Durable Consumer Products
Total Investments
8
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2012
Bank Debt/Senior Secured Loans — 53.6%
Asurion Corporation (14)
AREP Fifty — Seventh LLC (8)(10)(19)(22)
ARK Real Estate Partners II LP (8)(10)(20)(22)
AviatorCap SII, LLC I (8)(22)
AviatorCap SII, LLC II (8)(22)
AviatorCap SII, LLC III (8)(22)
Direct Buy Inc. (9)(23)
DS Waters of America, Inc. (9)(18)(23)
Fulton Holding Corp (14)
Easy Financial Services, Inc. (3)(15).
Grakon, LLC (10)
Interactive Health Solutions, Inc.(13)
MYI Acquiror Corporation (4)(7)(15).
Southern Auto Finance Company (15)(21)
SOINT, LLC (8)(22)
Transplace Texas, LP (13)
Trident USA Health Services, LLC
USAW 767 (8)(22)
ViaWest Inc. (14)
Subordinated Debt/Corporate Notes — 50.9%
Asurion Holdco (17)
CIBT Solutions
Earthbound Farm (14)
Grakon Holdings LLC Sr (10)
Grakon Holdings LLC Jr (10)
Granite Global Solutions Corp. (3)(15)
Midcap Financial Intermediate Holdings, LLC(14)(15)
ProSieben Sat.1 Media AG (3)(5)(15)
Richelieu Foods, Inc. (13)
Rug Doctor Inc. (14)(16)
(wtd. avg. 17.55%)
(6)
9
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
Preferred Equity — 17.2%
Senior Preferred 15% Units of DSWGroup Holdings LLC(9)(23)
SODO Corp. (8)(11)(22)
SOCAY Limited (8)(11)(15)(22)
SOINT, LLC (8)(15)(22)
Common Equity / Partnership Interests / Warrants — 37.2%
Ark Real Estate Partners LP(8)(10)(11)(22)**
Ark Real Estate Partners II LP(8)(9)(10)(22)**
Crystal Capital Financial Holdings LLC (8 )(15)(22)
Direct Buy Inc. **(9)(23)
Participating Preferred Units of DSWGroup Holdings LLC(9)(23)**
Grakon, LLC (10)**
Grakon, LLC Warrants (10)**
Great American Group Inc. (15)**
Great American Group Inc. (12)(15)**
NXP Semiconductors Netherlands B.V.(3)(15)**
Seven West Media Limited (3)(15)
Total Common Equity/Partnerships Interests / Warrants
Total Investments — 158.9%
Liabilities in Excess of Other Assets — (58.9%)
10
National Specialty Alloys LLC
11
Personal, Food & Misc. Services
Cargo Transport
Electronics
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Note 1. Organization
Solar Capital LLC, a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007 with initial capital of $1,200,000 of which 47.04% was funded by affiliated parties.
Immediately prior to our initial public offering, through a series of transactions, Solar Capital Ltd. merged with Solar Capital LLC, leaving Solar Capital Ltd. as the surviving entity (the “Merger”). Solar Capital Ltd. issued an aggregate of approximately 26.65 million shares of common stock and $125,000 in senior unsecured notes to the existing Solar Capital LLC unit holders in connection with the Merger. Solar Capital Ltd. had no assets or operations prior to completion of the Merger and as a result, the historical books and records of Solar Capital LLC have become the books and records of the surviving entity. The number of shares used to calculate weighted average shares for use in computations on a per share basis have been decreased retroactively by a factor of approximately 0.4022 for all periods prior to February 9, 2010. This factor represents the effective impact of the reduction in shares resulting from the Merger.
Solar Capital Ltd. (“Solar Capital”, the “Company” or “we”), a Maryland corporation formed in November 2007, is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for 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, Solar Capital priced its initial public offering, selling 5.68 million shares, including the underwriters’ over-allotment, at a price of $18.50 per share. Concurrent with this offering, management purchased an additional 600,000 shares through a private placement, also at $18.50 per share.
The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company invests primarily in middle-market companies in the form of mezzanine and senior secured loans, each of which may include an equity component, and, to a lesser extent, by making direct equity investments in such companies.
Note 2. Significant Accounting Policies
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include the accounts of the Company and its wholly-owned subsidiaries, Solar Capital Luxembourg I S.a.r.l., which was incorporated under the laws of the Grand Duchy of Luxembourg on April 26, 2007, and Solar Capital Funding II LLC (“SC Funding”), a Delaware limited liability company formed on December 8, 2010. 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 financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 and 12 of Regulation S-X, as appropriate. GAAP also requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Accordingly, they do not include all of the information and notes required by GAAP
13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
for annual financial statements. 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, 2013.
In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for the fair presentation of financial statements, have been included.
The significant accounting policies consistently followed by the Company are:
With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board has approved a multi-step valuation process each quarter, as described below:
14
Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. 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 techniques 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 six months ended June 30, 2013, there has been no change to the Company’s valuation techniques and the nature of the related inputs considered in the valuation process.
Accounting Standards Codification (“ASC”) 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.
Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are typically reclassified among the Company’s capital accounts annually. In
15
16
Note 3. Agreements
Solar Capital has an Investment Advisory and Management Agreement with the Investment Adviser, under which the Investment Adviser will manage the day-to-day operations of, and provide investment advisory services to, Solar Capital. For providing these services, the Investment Adviser receives a fee from Solar Capital, consisting of two components — a base management fee and an incentive fee. The base management fee is determined by taking the average value of Solar Capital’s gross assets at the end of the two most recently completed calendar quarters calculated at an annual rate of 2.00%. The incentive fee has two parts, as follows: one part is calculated and payable quarterly in arrears based on Solar Capital’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 Solar Capital’s operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income does not include any realized capital gains computed net of all realized capital losses and unrealized capital depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of Solar Capital’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). Our net investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to calculate the 2% base management fee. Solar Capital pays the Investment Adviser an incentive fee with respect to Solar Capital’s pre-incentive fee net investment income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which Solar Capital’s pre-incentive fee net investment income does not exceed the hurdle rate; (2) 100% of Solar Capital’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 Solar Capital’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 incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory and Management Agreement, as of the termination date), and will equal 20% of Solar Capital’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 incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation. No accrual was required for the six months ended June 30, 2013 and 2012.
For the three and six months ended June 30, 2013, the Company recognized $7,267 and $14,401, respectively, in base management fees and $4,814 and $11,194, respectively, in performance-based incentive
17
fees. For the three and six months ended June 30, 2012, the Company recognized $5,673 and $10,951, respectively, in base management fees and $3,591 and $8,866, respectively, in performance-based incentive fees.
Solar Capital has also entered into an Administration Agreement with Solar Capital Management, LLC (the “Administrator”) under which the Administrator provides administrative services to Solar Capital. For providing these services, facilities and personnel, Solar Capital reimburses the Administrator for Solar Capital’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent. The Administrator will also provide, on Solar Capital’s behalf, managerial assistance to those portfolio companies to which Solar Capital is required to provide such assistance.
For the three and six months ended June 30, 2013, the Company recognized expenses under the Administration Agreement of $1,529, and $2,256, respectively. For the three and six months ended June 30, 2012, the Company recognized expenses under the Administration Agreement of $1,128, and $1,824, respectively. No managerial assistance fees were accrued or collected for the three and six months ended June 30, 2013 and 2012.
Note 4. Net Asset Value Per Share
At June 30, 2013, the Company’s total net assets and net asset value per share were $1,008,303 and $22.40, respectively. This compares to total net assets and net asset value per share at December 31, 2012 of $878,273 and $22.70, respectively.
Note 5. Earnings Per Share
The following table sets forth the computation of basic and diluted net increase (decrease) in net assets resulting from operations, pursuant to ASC 260-10, for the three and six months ended June 30, 2013 and June 30, 2012:
Earnings per share (basic & diluted)
Numerator — net increase (decrease) in net assets resulting from operations:
Denominator — weighted average shares:
Earnings (loss) per share:
Note 6. Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:
Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access.
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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:
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 own assumptions about the assumptions a market participant would use in pricing the asset or liability.
When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).
Therefore gains and losses for such assets and liabilities categorized within the Level 3 table below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out of the Level 3 category as of the beginning of the quarter in which the reclassifications occur.
The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, as of June 30, 2013 and December 31, 2012:
Fair Value Measurements
As of June 30, 2013
Assets:
Bank Debt/Senior Secured Loans
Subordinated Debt / Corporate Notes
Preferred Equity
Common Equity / Partnership Interests / Warrants
Derivative assets — interest rate caps and foreign exchange contracts
Liabilities:
$525 Million Facility and Senior Secured Notes
19
As of December 31, 2012
The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the six months ended June 30, 2013 and the year ended December 31, 2012 as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at June 30, 2013 and December 31, 2012:
Fair Value Measurements Using Level 3 Inputs
Fair value, December 31, 2012
Total gains or losses included in earnings:
Net realized gain (loss)
Purchase of investment securities
Proceeds from dispositions of investment securities
Transfers in/out of Level 3
Fair value, June 30, 2013
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):
During the six months ended June 30, 2013, there were no transfers in and out of Levels 1 and 2.
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The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the six months ended June 30, 2013:
The $525 Million Facility and Senior Secured Notes
Beginning fair value
Net realized (gain) loss
Net change in unrealized (gain) loss
Borrowings
Repayments
Ending fair value
The Company has made an irrevocable election to apply the fair value option of accounting to the $525 Million Facility and the Senior Secured Notes, in accordance with ASC 825-10. On June 30, 2013, there were borrowings of $143,792 and $75,000, respectively, on the $525 Million Facility and the Senior Secured Notes. The Company used an independent third-party valuation firm to measure the fair value of the $525 Million Facility and Senior Secured Notes.
Fair value, December 31, 2011
During the fiscal year December 31, 2012, there were no transfers in and out of Levels 1 and 2.
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The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the year ended December 31, 2012:
Total unrealized appreciation
The Company has made an irrevocable election to apply the fair value option of accounting to the $525 Million Facility and the Senior Secured Notes, in accordance with ASC 825-10. On December 31, 2012, there were borrowings of $314,452 and $75,000, respectively, on the $525 Million Facility and the Senior Secured Notes. The Company used an independent third-party valuation firm to measure the fair value of the $525 Million Facility and Senior Secured Notes.
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 and earnings before income taxes, depreciation and amortization (“EBITDA”) multiples of similar companies, and comparable market transactions for equity securities.
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Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of June 30, 2013 is summarized in the table below:
Senior Secured / Bank Debt
Approach/Broker quoted
Bid-Ask Spreads
(12.9%)
Subordinated Debt/Corporate Note
Enterprise value
Bid-Ask SpreadsEBITDA Multiples
(13.9%)
5.5x – 7.5x (6.5x)
Enterprise Value
EBITDA Multiples
5.5x – 5.8x (5.7x)
Common Equity
Book Value
Yield Analysis/MarketApproach
Multiple of BV
Market Yields
1.0x – 1.1x (1.0x)
6.9% – 11.2% (11.2%)
The $525 Million Facility
Approach
(L+2.7%)
Senior Secured Notes
(5.9%)
Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2012 is summarized in the table below:
(13.3%)
(14.7%)
3.8x – 7.8x (5.8x)
1.0x – 1.5x (1.2x)
(5.7%)
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 a significantly lower or higher fair value measurement for such assets and liabilities.
Note 7. Derivatives
The Company is exposed to interest rate risk both as a lender and a borrower. The Company’s borrowing facilities and term loan bear interest at a floating rate, which means that rising interest rates would increase our cost of borrowing. To partially mitigate this risk, in 2011, the Company purchased two interest rate cap contracts with Wells Fargo as the counterparty, which effectively limit the interest rate payable on $150 million of LIBOR based borrowings. The Company had no interest rate derivatives prior to 2011.
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The following tables highlight the interest rate caps outstanding as of June 30, 2013 and December 31, 2012:
Index Rate
3 Month Libor
The Company is also exposed to foreign exchange risk through its investments denominated in foreign currencies. The Company may mitigate this risk through the use of foreign currency forward contracts, borrowing in local currency under its $525 Million Facility, or similar. As an investment company, all changes in the fair value of assets, including changes caused by foreign currency fluctuation, flow through current earnings.
As of June 30, 2013 and December 31, 2012, there were no open forward foreign currency contracts outstanding. The Company had no derivatives designated as hedging instruments at June 30, 2013 and December 31, 2012.
Note 8. Debt
Unsecured Senior Notes
On November 16, 2012, the Company and U.S. Bank National Association entered into an Indenture and a First Supplemental Indenture relating to the Company’s issuance, offer and sale of $100,000 aggregate principal amount of its 6.75% Unsecured Senior Notes due 2042 (the “Unsecured Notes”). The Unsecured Notes will mature on November 15, 2042 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after November 15, 2017 at a redemption price of $25 per security plus accrued and unpaid interest. The Unsecured Notes bear interest at a rate of 6.75% per year payable quarterly on February 15, May 15, August 15 and November 15 of each year, commencing on February 15, 2013. The Unsecured Notes are direct senior unsecured obligations of the Company.
$525 Million Revolving and Term Loan Facility
In June 2012, the Company entered into a $485,000 senior secured credit facility (the “$525 Million Facility”) comprised of $450,000 of multi-currency revolving credit and a $35,000 term loan. In August 2012, the Company added $40,000 under the $525 Million Facility’s accordion feature split $25,000 in U.S. revolving credit commitments and $15,000 in a term loan. All borrowings bear interest at a rate per annum equal to the base rate plus 2.50% or the alternate base rate plus 1.50%. The $525 Million Facility has no LIBOR floor requirement. The $525 Million Facility matures in July 2016 and includes ratable amortization in the fourth year.
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The $525 Million Facility may be increased up to $800,000 with additional new lenders or an increase in commitments from current lenders. The $525 Million Facility contains certain customary affirmative and negative covenants and events of default. In addition, the $525 Million Facility contains certain financial covenants that among other things, requires the Company to maintain a minimum shareholder’s equity and a minimum asset coverage ratio. The Company also pays issuers of funded term loans quarterly in arrears a commitment fee at the rate of 0.25% per annum on the average daily outstanding balance. In conjunction with the establishment of the Facility, the predecessor facility and a term loan were retired, resulting in $2,295 of non-recurring charges to expense unamortized costs. At June 30, 2013, total outstanding USD equivalent borrowings under the $525 Million Facility were $143,792.
At June 30, 2013, the Company had outstanding non-USD borrowings on the revolving portion of the $525 Million Facility. Unrealized appreciation (depreciation) on these outstanding borrowings is indicated in the table below:
Foreign Currency
Euro
Canadian Dollar
At December 31, 2012, the Company had outstanding non-USD borrowings on the revolving portion of the $525 Million Facility. Unrealized appreciation (depreciation) on these outstanding borrowings is indicated in the table below:
On May 10, 2012, the Company closed a private offering of $75,000 of Senior Secured Notes (the “Senior Secured Notes”) with a fixed interest rate of 5.875% and a maturity date of May 10, 2017. Interest on the Senior Secured Notes is due semi-annually on May 10 and November 10. The Senior Secured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
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$100 Million Revolving Facility
On December 17, 2010, we established the $100,000 revolving credit facility (the “$100 Million Facility”) with Wells Fargo Securities, LLC acting as administrative agent. In connection with the $100 Million Facility, our wholly-owned financing subsidiary, SC Funding, as borrower, entered into a Loan and Servicing Agreement whereby we transferred certain loans we have originated or acquired or will originate or acquire from time to time to SC Funding via a Purchase and Sale Agreement. The $100 Million Facility, as amended, among other things, matures on December 17, 2015 and generally bears interest based on LIBOR plus 2.75%. The $100 Million Facility is secured by all of the assets held by SC Funding. Under the $100 Million Facility, Solar and SC Funding, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The $100 Million Facility includes usual and customary events of default for credit facilities of this nature. At June 30, 2013, total outstanding USD equivalent borrowings under the $100 Million Facility were $50,000.
Certain covenants on our issued debt may restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code.
The Company has made an irrevocable election to apply the fair value option of accounting to its $525 Million Credit Facility and Senior Secured Notes, in accordance with ASC 825-10. We believe accounting for the $525 Million Credit Facility and Senior Secured Notes at fair value will better align the measurement methodologies of assets and liabilities, which may mitigate certain earnings volatility. As a result of this election, approximately $5,008 of costs related to the establishment of the $525 Million Credit Facility and the Senior Secured Notes was expensed during the year ended December 31, 2012, rather than being deferred and amortized over their stated or expected life.
The average annualized interest cost for all borrowings for the six months ended June 30, 2013 and the year ended December 31, 2012 was 4.58% and 4.81%, respectively. These costs are exclusive of commitment fees and for other prepaid expenses related to establishing the $525 Million Facility, the $100 Million Facility, the Unsecured Notes, and the Senior Secured Notes (collectively the “Credit Facilities”). This average annualized interest cost reflects the average interest cost across all borrowings. The maximum amounts borrowed on the Credit Facilities during the six months ended June 30, 2013 and the year ended December 31, 2012 were $503,888 and $497,491, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 9. Financial Highlights
The following is a schedule of financial highlights for the six months ended June 30, 2013 and for the year ended December 31, 2012:
Per Share Data (a):
Net asset value, beginning of period
Net realized and unrealized gain (loss)
Anti-dilution from issuance of common stock
Offering costs
Dividends and distributions to shareholders
Net asset value, end of period
Total Return (b,c)
Net assets, end of period
Per share market value, end of period
Shares outstanding, end of period
Ratio to average net assets (c):
Operating expenses
Interest and related expenses
Total Expenses
Average debt outstanding
Portfolio turnover ratio
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Information about our senior securities is shown in the following table as of each year ended December 31 since the Company commenced operations, unless otherwise noted. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
Class and Year
Revolving Credit Facilities
Fiscal 2013 (through June 30, 2013)
Fiscal 2012
Fiscal 2011
Fiscal 2010
Fiscal 2009
Term Loans
Note 10. Crystal Capital Financial Holdings LLC
On December 28, 2012, we completed the acquisition of Crystal Capital Financial Holdings LLC (“Crystal Financial”), a commercial finance company focused on providing asset-based and other secured financing solutions, from SSP Energy Ltd., Quartz Managers LLC and Quantum Strategic Partners Ltd. (the “Crystal Acquisition”) pursuant to a definitive agreement entered into on December 17, 2012. We invested $275,000 in cash to effect the Crystal Acquisition using our available liquidity, including operating cash and borrowings
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under our existing credit facilities. Crystal Financial had a diversified portfolio of 23 loans having a total par value of approximately $400,000 at November 30, 2012 and a $275,000 revolving credit facility.
As of June 30, 2013, Crystal Financial had 22 funded commitments to 19 different borrowers with a total par value of approximately $364,084. All loans were floating rate with the largest loan outstanding totaling $38,000. The average exposure per issuer was $19,162 and none of the loans were on non-accrual status. Crystal Financial’s credit facility, which is non-recourse to Solar Capital, had approximately $142,750 of borrowings outstanding.
Note 11. 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 July 24, 2013, our Board declared a quarterly dividend of $0.40 per share payable on October 2, 2013 to holders of record as of September 19, 2013.
On July 24, 2013, the Company announced that DSW Group, Inc. has entered into a definitive sale agreement. The Company expects to receive approximately $150,000 in gross proceeds for its second lien loan to DS Waters of America, Inc. and its preferred investments in DSW Holding Company, LLC. Additionally, the Company has received notice that its investment in Midcap Financial Intermediate Holdings, LLC will be redeemed at a premium to par for gross proceeds of approximately $87,000. Solar Capital expects estimated total proceeds received from these monetizations to be approximately $237,000, which it intends to use to reduce outstanding revolving indebtedness, pending prudent reinvestment.
On July 31, 2013, the Company announced that it has amended its $525 Million Facility to reduce the borrowing rate from LIBOR + 2.50% to LIBOR + 2.25% and extend the final maturity by two years to June, 2018. The size of the amended facility is $490,000 and is expandable up to $800,000 under its accordion feature. In addition, the Company has extinguished its $100 Million Facility maturing 2015, which carried a borrowing rate of LIBOR +2.75%.
On July 31, 2013, the Company announced a share repurchase plan to purchase common stock in the open market in an amount up to $100,000.
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The Board of Directors and Shareholders
Solar Capital Ltd.:
We have reviewed the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Solar Capital Ltd. (the “Company”) as of June 30, 2013, and the consolidated statements of operations for the three and six month periods ended June 30, 2013 and 2012, the consolidated statement of changes in net assets for the six month period ended June 30, 2013, and the statements of cash flows for the six month periods ended June 30, 2013 and 2012. These consolidated financial statements are the responsibility of the Company’s management.
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial accounting and reporting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), 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.
Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements in order for them 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), the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Solar Capital Ltd., as of December 31, 2012 and the related consolidated statement of changes in net assets for the year ended December 31, 2012, and we expressed an unqualified opinion on them in our report dated February 25, 2013.
/s/ KPMG LLP
New York, New York
July 31, 2013
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The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.
Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:
our future operating results;
our business prospects and the prospects of our portfolio companies;
the impact of investments that we expect to make;
our contractual arrangements and relationships with third parties;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
the ability of our portfolio companies to achieve their objectives;
our expected financings and investments;
the adequacy of our cash resources and working capital; and
the timing of cash flows, if any, from the operations of our portfolio companies.
We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.
We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
Solar Capital LLC, a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007 with initial capital of $1.2 billion of which 47.04% was funded by affiliated parties.
Immediately prior to the initial public offering, through a series of transactions Solar Capital Ltd. merged with Solar Capital LLC, leaving Solar Capital Ltd. as the surviving entity (the “Merger”). Solar Capital Ltd. issued an aggregate of approximately 26.65 million shares of common stock and $125 million in senior unsecured notes (the “Senior Unsecured Notes”) to the existing Solar Capital LLC unit holders in connection with the Merger. Solar Capital Ltd. had no assets or operations prior to completion of the Merger and as a result, the historical books and records of Solar Capital LLC have become the books and records of the surviving entity. The number of shares used to calculate weighted average shares for use in computations on a per share basis have been decreased retroactively by a factor of approximately 0.4022 for all periods prior to February 9, 2010. This factor represents the effective impact of the reduction in shares resulting from the Merger. As of December 17, 2010, the Senior Unsecured Notes have been repaid from proceeds of a private placement transaction that we completed on November 30, 2010 and from borrowings under a credit facility established in December 2010.
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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 and chief executive officer, and Bruce Spohler, our 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 (the “Concurrent Private Placement”).
We invest primarily in 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, mezzanine loans and equity securities. From time to time, we may also invest in public companies that are thinly traded. Our business model is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. Our investments generally range between $20 million and $100 million each, although we expect that this investment size will vary proportionately with the size of our capital base. We are managed by Solar Capital Partners. Solar Capital Management 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.
As of June 30, 2013, our adviser Solar Capital Partners has invested approximately $3.6 billion in more than 125 different portfolio companies since it was founded in 2006. Over the same period, Solar Capital Partners completed transactions with more than 90 different financial sponsors.
Recent Developments
On July 24, 2013, our board of directors declared a quarterly dividend of $0.40 per share payable on October 2, 2013 to holders of record as of September 19, 2013.
On July 24, 2013, the Company announced that DSW Group, Inc. has entered into a definitive sale agreement. The Company expects to receive approximately $150 million in gross proceeds for its second lien loan to DS Waters of America, Inc. and its preferred investments in DSW Holding Company, LLC. Additionally, the Company has received notice that its investment in Midcap Financial Intermediate Holdings, LLC will be redeemed at a premium to par for gross proceeds of approximately $87 million. Solar Capital expects estimated total proceeds received from these monetizations to be approximately $237 million, which it intends to use to reduce outstanding revolving indebtedness, pending prudent reinvestment.
On July 31, 2013, the Company announced that it has amended its $525 Million Facility to reduce the borrowing rate from LIBOR + 2.50% to LIBOR + 2.25% and extend the final maturity by two years to June, 2018. The size of the amended facility is $490 million and is expandable up to $800 million under its accordion feature. In addition, the Company has extinguished its $100 Million Facility maturing 2015, which carried a borrowing rate of LIBOR +2.75%.
On July 31, 2013, the Company announced a share repurchase plan to purchase common stock in the open market in an amount up to $100 million.
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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 income from the securities we hold and capital gains, if any, on investment securities that we may sell. Our debt investments generally have a stated term of three to seven years and typically bear interest at a floating rate usually determined on the basis of a benchmark London interbank offered rate (“LIBOR”), commercial paper rate, or the prime rate. Interest on our debt investments is generally payable quarterly but may be monthly or semi-annually. In addition, our investments may provide payment-in-kind (“PIK”) interest. Such amounts of accrued PIK interest are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.
Expenses
All investment professionals of Solar Capital Partners, LLC (the “Investment Adviser”) and their staff, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of that personnel which is allocable to those services are provided and paid for by Solar Capital Partners. We bear all other costs and expenses of our operations and transactions, including those relating to:
investment advisory and management fees;
expenses incurred by Solar Capital Partners payable to third parties, including agents, consultants or other advisors, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;
calculation of our net asset value (including the cost and expenses of any independent valuation firm utilized);
direct costs and expenses of administration, including independent registered public accounting and legal costs;
costs of preparing and filing reports or other documents with the SEC;
interest payable on debt, if any, incurred to finance our investments;
offerings of our common stock and other securities;
registration and listing fees;
fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments;
transfer agent and custodial fees;
taxes;
independent directors’ fees and expenses;
marketing and distribution-related expenses;
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the costs of any reports, proxy statements or other notices to stockholders, including printing and postage costs;
our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
organizational costs; and
all other expenses incurred by us or the Administrator in connection with administering our business, such as our allocable portion of overhead under the administration agreement, including rent and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs.
We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, interest rate benchmarks, and offerings of our securities relative to comparative periods, among other factors.
Portfolio and Investment Activity
During the three months ended June 30, 2013, we invested $101.3 million across 5 portfolio companies. This compares to investing $192.3 million in 6 portfolio companies for the three months ended June 30, 2012. Investment sales and prepayments during the three months ended June 30, 2013 totaled $72.8 million versus $5.8 million for the three months ended June 30, 2012.
At June 30, 2013, our portfolio consisted of 41 portfolio companies and was invested 37.9% in senior secured loans, 28.3% in subordinated debt, 10.1% in preferred equity and 23.7% in common equity and warrants measured at fair value versus 37 portfolio companies invested 42.8% in senior secured loans, 40.8% in subordinated debt, 12.2% in preferred equity and 4.2% in common equity and warrants measured at fair value at June 30, 2012.
The weighted average yields on our portfolio of income producing investments were 12.1% and 13.9%, respectively, at June 30, 2013 and June 30, 2012 measured at fair value.
At June 30, 2013, 51.5% or $634.9 million of our income-producing investment portfolio* is floating rate debt and 48.5% or $599.1 million is fixed rate debt, measured at fair value. At June 30, 2012, 29.6% or $331.9 million of our income-producing investment portfolio was floating rate debt and 70.4% or $790.2 million was fixed rate debt, measured at fair value. As of June 30, 2013, we had two investments on non-accrual status.
Solar Capital Ltd. and its predecessor companies have invested approximately $3.1 billion in 90 portfolio companies. Over the same period, Solar Capital Ltd. has completed transactions with more than 70 different financial sponsors.
On December 28, 2012, we completed the acquisition of Crystal Capital Financial Holdings LLC (“Crystal Financial”), a commercial finance company focused on providing asset-based and other secured financing solutions, from SSP Energy Ltd., Quartz Managers LLC and Quantum Strategic Partners Ltd. (the “Crystal Acquisition”) pursuant to a definitive agreement entered into on December 17, 2012. We invested $275 million in cash to effect the Crystal Acquisition using our available liquidity, including operating cash and borrowings under our existing credit facilities. Crystal Financial had a diversified portfolio of 23 loans having a total par value of approximately $400 million at November 30, 2012 and a $275 million revolving credit facility.
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As of June 30, 2013, Crystal Financial had 22 funded commitments to 19 different borrowers with a total par value of approximately $364.1 million. All loans were floating rate with the largest loan outstanding totaling $38.0 million. The average exposure per issuer was $19.2 million and none of the loans were on non-accrual status. Crystal Financial’s credit facility, which is non-recourse to Solar Capital, had approximately $142.8 million of borrowings outstanding.
Critical Accounting Policies
The preparation of consolidated financial statements and related disclosures in conformity with U.S. 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.
Valuation of Portfolio Investments
We conduct the valuation of our assets, pursuant to which our net asset value is determined, at all times consistent with GAAP, and the 1940 Act. Our valuation procedures are set forth in more detail below:
Under procedures established by our board of directors (the “Board”), we value investments, including certain senior secured debt, subordinated debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, our independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations. Debt investments with remaining maturities of 60 days or less shall each be valued at cost with interest accrued or discount amortized to the date of maturity, 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 our Board. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our Board. Such determination of fair values involve subjective judgments and estimates.
(1) our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment;
(2) preliminary valuation conclusions are then documented and discussed with senior management of the Investment Adviser;
(3) independent valuation firms engaged by our Board conduct independent appraisals and review the Investment Adviser’s preliminary valuations and make their own independent assessment;
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(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 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 and the audit committee.
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.
Valuation of $525 Million Credit Facility and Senior Secured Notes
The Company has made an irrevocable election to apply the fair value option of accounting to its $525 Million Credit Facility led by Citibank (the “$525 Million Credit Facility”) and its senior secured notes (the “Senior Secured Notes”), in accordance with ASC 825-10. We believe accounting for the $525 Million Credit Facility and Senior Secured Notes at fair value will better align the measurement methodologies of assets and liabilities, which may mitigate certain earnings volatility. As a result of this election, approximately $7.3 million of costs related to the establishment of the $525 Million Credit Facility and Senior Secured Notes were expensed during the year ended December 31, 2012, rather than being deferred and amortized over their stated or expected life.
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Revenue Recognition
The Company records interest and dividend income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on non-accrual status when principal or interest/dividend cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest/dividend cash payments will be 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 non-accrual designated investments may be recognized as income or applied to principal depending upon management’s judgment. Some of our investments may have contractual PIK interest or dividends. PIK interest and dividends computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at the maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends is reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company again believes that PIK is expected to be realized. Loan origination fees, original issue discount, and market discounts are capitalized and amortized into income using the interest method or straight-line, as applicable. 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.
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.
Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.
RESULTS OF OPERATIONS
Results comparisons are for three and six months ended June 30, 2013 and June 30, 2012:
Investment Income
For the three and six months ended June 30, 2013, gross investment income totaled $39.1 million and $85.2 million, respectively. For the three and six months ended June 30, 2012, gross investment income totaled $34.8 million and $71.1 million, respectively. The increase in gross investment income from the three and six months ended June 30, 2012 to the three and six months ended June 30, 2013 was primarily due to an increase in the size of the income-producing portfolio as compared to the previous comparative periods.
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Operating expenses totaled $19.9 million and $40.5 million, respectively, for the three and six months ended June 30, 2013, of which $12.1 million and $25.6 million, respectively, were base management fees and performance-based incentive fees and $4.8 million and $9.6 million, respectively, were interest and other debt related expenses. Administrative services, insurance and other general and administrative expenses totaled $3.0 million and $5.2 million, respectively, for the three and six months ended June 30, 2013. Operating expenses totaled $20.4 million and $35.4 million, respectively, for the three and six months ended June 30, 2012, of which $9.3 million and $19.8 million, respectively, were base management fees and performance-based incentive fees and $9.1 million and $11.7 million, respectively, were interest and other debt related expenses. Administrative services, insurance and other general and administrative expenses totaled $2.1 million and $3.8 million, respectively, for the three and six months ended June 30, 2012. In addition, income tax expense totaled $0.0 and $0.3 million, respectively, for the three and six months ended June 30, 2012. Operating expenses consist of base management and incentive fees, administrative services fees, insurance expenses, legal fees, directors’ fees, audit and tax expenses, transfer agent fees, and other general and administrative expenses. Operating expenses were generally flat from the three months ended June 30, 2012 to the three months ended June 30, 2013. For the comparative six month periods, the increase in operating expenses was primarily due to significant growth in our portfolio of assets and our business in general.
Net Investment Income
The Company’s net investment income totaled $19.3 million and $44.8 million or $0.43 and $1.00 per average share, for the three and six months ended June 30, 2013, respectively. The Company’s net investment income totaled $14.4 million and $35.5 million or $0.38 and $0.96 per average share, for the three and six months ended June 30, 2012, respectively.
Net Realized Loss
The Company had investment sales and prepayments totaling $72.8 million and $142.1 million, for the three and six months ended June 30, 2013, respectively. Net realized loss for the three and six months ended June 30, 2013 totaled $1.9 million and $1.2 million, respectively. The Company had investment sales and prepayments totaling $5.8 million and $141.6 million, for the three and six months ended June 30, 2012, respectively. Net realized loss for the three and six months ended June 30, 2012 totaled $19.2 million and $10.0 million, respectively. Net realized loss for the three and six months ended June 30, 2013 was primarily related to sales of selected assets. Net realized loss for the three and six months ended June 30, 2012 was primarily related to the restructuring of our investment in DSW Group, Inc. partially offset by sales of selected other assets.
Net Change in Unrealized Gain (Loss)
For the three and six months ended June 30, 2013, net change in unrealized loss on the Company’s assets and liabilities totaled $17.4 million and $7.8 million, respectively. For the three and six months ended June 30, 2012, net change in unrealized gain on the Company’s assets and liabilities totaled $20.8 million and $36.7 million, respectively. Net unrealized loss for the three and six months ended June 30, 2013 was primarily attributable to the decline in value of two of our investments, DS Waters and Rug Doctor, along with modest yield widening in the overall portfolio. During the three and six months ended June 30, 2012, unrealized gain was primarily attributable to general market improvements, modest yield tightening and overall positive net changes in general portfolio company fundamentals.
Net Increase (Decrease) in Net Assets from Operations
For the three months ended June 30, 2013, the Company had a net decrease in net assets resulting from operations of $0.0 million. For the six months ended June 30, 2013, the Company had a net increase in net assets resulting from operations of $35.8 million. For the three and six months ended June 30, 2012, the Company had a net increase in net assets resulting from operations of $16.1 million and $62.2 million, respectively. For the three
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months ended June 30, 2013, basic and diluted loss per average share were $0.00. For the six months ended June 30, 2013, basic and diluted earnings per average share were $0.80. For the three and six months ended June 30, 2012, basic and diluted earnings per average share were $0.44 and $1.70, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s liquidity and capital resources are generated and generally available through its $525 million credit facility maturing in July 2016, a $100 million credit facility maturing in December 2015, 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 June 30, 2013, we had a total of $431.2 million of unused borrowing capacity under our revolving credit facilities, 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 use of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our shareholders, or for other general corporate purposes.
On January 11, 2013, the Company closed its most recent follow-on public equity offering of 6.3 million shares of common stock at $24.40 per share raising approximately $146.9 million in net proceeds. The primary use of the funds raised were for investments in portfolio companies, reductions in revolving debt outstanding and for other general corporate purposes.
On November 16, 2012, we issued $100 million in aggregate principal amount of 6.75% unsecured senior notes due 2042 (the “Unsecured Notes”) for net proceeds of $96.9 million. Interest on the Unsecured Notes is paid quarterly on February 15, May 15, August 15 and November 15, at a rate of 6.75% per year, commencing on February 15, 2013. The Unsecured Notes mature on November 15, 2042. The Company may redeem the Unsecured Notes in whole or in part at any time or from time to time on or after November 15, 2017.
On August 23, 2012, the Company closed a follow-on public equity offering of 2.0 million shares of common stock at $22.51 per share raising approximately $45 million in proceeds. In the future, the Company may raise additional equity or debt capital, among other considerations.
On May 10, 2012, the Company closed a private offering of $75 million of Senior Secured Notes (the “Senior Secured Notes”) with a fixed interest rate of 5.875% and a maturity date of May 10, 2017. Interest on the Senior Secured Notes is due semi-annually on May 10 and November 10. The Senior Secured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our shareholders or for other general corporate purposes.
Cash Equivalents
We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. From time to time, including at the end of each fiscal quarter, we consider using various treasury strategies for our business. One strategy includes taking proactive steps by utilizing cash equivalents with the objective of enhancing our investment flexibility during the following quarter pursuant to Section 55 of the 1940 Act. More specifically, we may purchase U.S. Treasury bills from time-to-time on the last business day of the quarter and typically close out that position on the following business day, settling the sale
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transaction on a net cash basis with the purchase, subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our credit facilities, as deemed appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined. There were no cash equivalents held as of June 30, 2013.
Debt
On November 16, 2012, the Company and U.S. Bank National Association entered into an Indenture and a First Supplemental Indenture relating to the Company’s issuance, offer and sale of $100 million aggregate principal amount of its 6.75% Unsecured Senior Notes due 2042. The Unsecured Notes will mature on November 15, 2042 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after November 15, 2017 at a redemption price of $25 per security plus accrued and unpaid interest. The Unsecured Notes bear interest at a rate of 6.75% per year payable quarterly on February 15, May 15, August 15 and November 15 of each year, commencing on February 15, 2013. The Unsecured Notes are direct senior unsecured obligations of the Company.
In June 2012, the Company entered into a $485 million senior secured credit facility (the “$525 Million Facility”) comprised of $450 million of multi-currency revolving credit and a $35 million term loan. In August 2012, the Company added $40 million under the $525 Million Facility’s accordion feature split $25 million in revolving credit commitments and $15 million in a term loan. All borrowings bear interest at a rate per annum equal to the base rate plus 2.50% or the alternate base rate plus 1.50%. The $525 Million Facility has no LIBOR floor requirement. The $525 Million Facility matures in July 2016 and includes ratable amortization in the fourth year. The $525 Million Facility may be increased up to $800 million with additional new lenders or an increase in commitments from current lenders. The $525 Million Facility contains certain customary affirmative and negative covenants and events of default. In addition, the $525 Million Facility contains certain financial covenants that among other things, requires the Company to maintain a minimum shareholder’s equity and a minimum asset coverage ratio. The Company also pays issuers of funded term loans quarterly in arrears a commitment fee at the rate of 0.25% per annum on the average daily outstanding balance.
On May 10, 2012, the Company closed a private offering of $75 million of Senior Secured Notes with a fixed interest rate of 5.875% and a maturity date of May 10, 2017. Interest on the Senior Secured Notes is due semi-annually on May 10 and November 10. The Senior Secured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
On December 17, 2010, we established the $100 million revolving credit facility (the “$100 Million Facility”) with Wells Fargo Securities, LLC acting as administrative agent. In connection with the $100 Million Facility, our wholly-owned financing subsidiary, Solar Capital Funding II, LLC (“SC Funding”), as borrower, entered into a Loan and Servicing Agreement whereby we transferred certain loans we have originated or acquired or will originate or acquire from time to time to SC Funding via a Purchase and Sale Agreement. The $100 Million Facility, as amended, among other things, matures on December 17, 2015 and generally bears interest based on LIBOR plus 2.75%. The $100 Million Facility is secured by all of the assets held by SC Funding. Under the $100 Million Facility, Solar and SC Funding, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The $100 Million Facility includes usual and customary events of default for credit facilities of this nature.
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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 June 30, 2013, the Company was in compliance with all financial and operational covenants required by the Credit Facilities.
Contractual Obligations
A summary of our significant contractual payment obligations is as follows as of June 30, 2013:
Payments Due by Period
(in millions)
Revolving credit facilities (1)
Unsecured senior notes
Senior secured notes
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We have also entered into two contracts under which we have future commitments: the Investment Advisory and Management Agreement, pursuant to which Solar Capital Partners has agreed to serve as our investment adviser, and the Administration Agreement, pursuant to which Solar Capital Management has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance. Payments under the Investment Advisory and Management 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 Solar Capital Management’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 investment advisory and management agreement and administration agreement without penalty upon 60 days’ written notice to the other. See note 3 to our Consolidated Financial Statements.
Off-Balance Sheet Arrangements
In the normal course of its business, we trade various financial instruments and may enter into various investment activities with off-balance sheet risk, which 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 Statement of Assets and Liabilities.
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Dividends and Distributions
The following table reflects the cash dividends and distributions per share on our common stock since our initial public offering:
Date Declared
Fiscal 2013
July 24, 2013
May 7, 2013
February 25, 2013
Total 2013
November 1, 2012
July 31, 2012
May 1, 2012
February 22, 2012
Total 2012
November 1, 2011
August 2, 2011
May 2, 2011
March 1, 2011
Total 2011
November 2, 2010
August 3, 2010
May 4, 2010
January 26, 2010
Total 2010
Tax characteristics of all dividends will be reported to shareholders on Form 1099 after the end of the calendar year. Future quarterly dividends, if any, will be determined by our Board. We expect that our dividends and distributions to stockholders will generally be from accumulated net investment income and from net realized capital gains, if any, as applicable.
We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.
We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends 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 dividends.
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We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare dividends if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a regulated investment company. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual payment-in-kind interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a regulated investment company.
With respect to the dividends to stockholders, income from origination, structuring, closing, commitment 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 an Investment Advisory and Management Agreement with Solar Capital Partners. Mr. Gross, our chairman and chief executive officer, is the managing member and a senior investment professional of, and has financial and controlling interests in, Solar Capital Partners. In addition, Mr. Spohler, our chief operating officer is a partner and a senior investment professional of, and has financial interests in, Solar Capital Partners.
Solar Capital Management provides us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement. We reimburse Solar Capital Management 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 any administrative support staff. Solar Capital Partners, our investment adviser, is the sole member of and controls Solar Capital Management.
We have entered into a license agreement with Solar Capital Partners, pursuant to which Solar Capital Partners has granted us a non-exclusive, royalty-free license to use the name “Solar Capital.”
Solar Capital Partners and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with ours. For example, Solar Capital Partners presently serves as investment adviser to Solar Senior Capital Ltd., a publicly traded BDC, which focuses on investing primarily in senior secured loans, including first lien, uni-tranche and second lien debt instruments. In addition, Michael S. Gross, our chairman and chief executive officer, Bruce Spohler, our chief operating officer, and Richard L. Peteka, our chief financial officer, serve in similar capacities for Solar Senior Capital Ltd. Solar Capital Partners and its 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, Solar Capital Partners 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 Solar Capital Partners’ allocation procedures.
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.
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We are subject to financial market risks, including changes in interest rates. During the six months ended June 30, 2013, certain of the investments in our portfolio had floating interest rates. These floating rate investments were primarily based on floating LIBOR and typically have durations of one to three months after which they reset to current market interest rates. Additionally, some of these investments have LIBOR floors. The Company also has revolving credit facilities that are based on floating LIBOR. Assuming no changes to our balance sheet as of June 30, 2013, a hypothetical one percent increase in LIBOR on our floating rate assets and liabilities would decrease our net investment income by approximately two cents per average share over the next twelve months. Assuming no changes to our balance sheet as of June 30, 2013, a hypothetical one-quarter of one percent decrease in LIBOR on our floating rate assets and liabilities would increase our net investment income by approximately one cent 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 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 the benefits of lower interest rates with respect to our portfolio of investments. During the year ended December 31, 2011, we purchased two 1.00% LIBOR caps on a total of $150 million of notional for 3 years. If during the three year contract period LIBOR exceeds 1.00%, we will receive payments from the counterparty equal to the difference between LIBOR and 1.00% on $150 million. The cost of the caps was $2.9 million.
Increase (Decrease) in LIBOR
Increase (Decrease) in Net Investment Income Per Share Per Year
We also have exposure to foreign currencies (Canadian Dollar and Euro) through various investments. These investments are converted into U.S. dollars at the balance sheet date, exposing us to movements in exchange rates. In order to reduce our exposure to fluctuations in exchange rates, we have outstanding borrowings in Canadian Dollars and Euros under our multi-currency revolving credit facility at June 30, 2013. See Note 8 to our consolidated financial statements.
(a) Evaluation of Disclosure Controls and Procedures
As of June 30, 2013 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our 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 Controls Over Financial Reporting
Management has not identified any change in the Company’s internal control over financial reporting that occurred during the second quarter of 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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We, Solar Capital Management, LLC and Solar Capital Partners, LLC are not currently subject to any material pending legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. There have been no material changes to the risk factors during the six months ended June 30, 2013 discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2012.
We did not engage in unregistered sales of securities during the quarter ended June 30, 2013.
None.
Not applicable.
On July 31, 2013, the Company announced that it has amended its $525 Million Facility to reduce the borrowing rate from LIBOR +2.50% to LIBOR +2.25% and extend the final maturity by two years to June, 2018. The size of the amended facility is $490 million and is expandable up to $800 million under its accordion feature. In addition, the Company has extinguished its $100 Million Facility maturing 2015, which carried a borrowing rate of LIBOR+2.75%.
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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
Amendment No. 1 to the Senior Secured Revolving Credit Agreement by and between the Registrant, the Lenders and Citibank, N.A., as administrative agent*
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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 July 31, 2013.
/s/ MICHAEL S. GROSS
/s/ RICHARD L. PETEKA
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