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Goldman Sachs BDC, Inc. - Quarter Report: 2019 June (Form 10-Q)

Goldman Sachs BDC, Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 814-00998

 

 

Goldman Sachs BDC, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   46-2176593

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

200 West Street, New York, New York   10282
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 902-0300

Not Applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  X    NO  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    YES  ☐    NO  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer:   X    Accelerated filer:      Non-accelerated filer:      Smaller reporting company:  
Emerging growth company:               

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES  ☐    NO  X

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value

$0.001 per share

  GSBD   The New York Stock Exchange

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 1, 2019 was 40,337,930.

 

 

 


GOLDMAN SACHS BDC, INC.

 

    

INDEX

   PAGE
PART I    FINANCIAL INFORMATION        4
ITEM 1.    Financial Statements        4
   Consolidated Statements of Assets and Liabilities as of June 30, 2019 (Unaudited) and December 31, 2018        4
   Consolidated Statements of Operations for the three and six months ended June 30, 2019 (Unaudited) and 2018 (Unaudited)        5
   Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2019 (Unaudited) and 2018 (Unaudited)        6
   Consolidated Statements of Cash Flows for the six months ended June 30, 2019 (Unaudited) and 2018 (Unaudited)        7
   Consolidated Schedules of Investments as of June 30, 2019 (Unaudited) and December 31, 2018        8
   Notes to the Consolidated Financial Statements (Unaudited)        19
ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations        46
ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk        67
ITEM 4.    Controls and Procedures        68
PART II    OTHER INFORMATION        69
ITEM 1.    Legal Proceedings        69
ITEM 1A.    Risk Factors        69
ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds        69
ITEM 3.    Defaults Upon Senior Securities        69
ITEM 4.    Mine Safety Disclosures        69
ITEM 5.    Other Information        69
ITEM 6.    Exhibits        69
SIGNATURES        70

 

2


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. Under Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form 10-Q.

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

 

   

our future operating results;

   

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;

   

uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China;

   

our business prospects and the prospects of our portfolio companies;

   

the impact of investments that we expect to make;

   

the impact of increased competition;

   

our contractual arrangements and relationships with third parties;

   

the dependence of our future success on the general economy and its impact on the industries in which we invest;

   

the ability of our current and prospective portfolio companies to achieve their objectives;

   

the relative and absolute performance of our investment adviser;

   

our expected financings and investments;

   

the use of borrowed money to finance a portion of our investments;

   

our ability to make distributions;

   

the adequacy of our cash resources and working capital;

   

the timing of cash flows, if any, from the operations of our portfolio companies;

   

the impact of future acquisitions and divestitures;

   

the effect of changes in tax laws and regulations and interpretations thereof;

   

our ability to maintain our status as a BDC and a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);

   

actual and potential conflicts of interest with Goldman Sachs Asset Management, L.P. and its affiliates;

   

general price and volume fluctuations in the stock market;

   

the ability of our investment adviser to attract and retain highly talented professionals;

   

the impact on our business from new or amended legislation or regulations;

   

the availability of credit and/or our ability to access the equity and capital markets; and

   

currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars.

 

3


PART I. FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

Goldman Sachs BDC, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

 

     June 30, 2019
(Unaudited)
  December 31, 2018
Assets     
Investments, at fair value     

Non-controlled/non-affiliated investments (cost of $1,348,177 and $1,155,641, respectively)

   $ 1,327,343     $ 1,129,036  

Non-controlled affiliated investments (cost of $139,938 and $143,700, respectively)

     125,411       126,089  

Controlled affiliated investments (cost of $85,308 and $126,217, respectively)

     80,956       120,319  
Cash      10,122       6,113  
Receivable for investments sold      9,058       47  
Unrealized appreciation on foreign currency forward contracts      122       89  
Interest and dividends receivable from non-controlled/affiliated investments and non-controlled/non-affiliated investments      7,642       6,969  
Dividend receivable from controlled affiliated investments            2,550  
Deferred financing costs      5,153       5,436  
Deferred offering costs      225       165  
Other assets      1,653       163  
  

 

 

 

 

 

 

 

Total assets    $ 1,567,685     $ 1,396,976  
  

 

 

 

 

 

 

 

Liabilities     
Debt (net of debt issuance costs of $4,507 and $5,318, respectively)    $ 842,820     $ 659,101  
Interest and other debt expenses payable      2,597       2,428  
Management fees payable      3,742       3,434  
Incentive fees payable      4,144        
Distribution payable      18,136       18,102  
Payable for investments purchased      9        
Directors’ fees payable      110        
Accrued offering costs      202       2  
Accrued expenses and other liabilities      2,498       4,017  
  

 

 

 

 

 

 

 

Total liabilities    $ 874,258     $ 687,084  
  

 

 

 

 

 

 

 

Commitments and Contingencies (Note 8)     
Net Assets     
Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding)    $     $  
Common stock, par value $0.001 per share (200,000,000 shares authorized, 40,302,522 and 40,227,625 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively)      40       40  
Paid-in capital in excess of par      803,662       802,216  
Distributable earnings      (108,854     (90,943
Allocated income tax expense      (1,421     (1,421
  

 

 

 

 

 

 

 

TOTAL NET ASSETS    $ 693,427     $ 709,892  
  

 

 

 

 

 

 

 

TOTAL LIABILITIES AND NET ASSETS    $ 1,567,685     $ 1,396,976  
  

 

 

 

 

 

 

 

Net asset value per share    $ 17.21     $ 17.65  

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

4


Goldman Sachs BDC, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)

 

     For the Three Months Ended
  For the Six Months Ended
     June 30,
2019
  June 30,
2018
  June 30,
2019
  June 30,
2018
Investment Income:         
From non-controlled/non-affiliated investments:         

Interest income

   $ 34,713     $ 31,228     $ 66,282     $ 61,018  

Payment-in-kind

     174             476        

Other income

     870       737       1,521       973  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investment income from non-controlled/non-affiliated investments

     35,757       31,965       68,279       61,991  
From non-controlled affiliated investments:         

Payment-in-kind

     376       1,962       745       3,903  

Interest income

     576       659       1,194       1,047  

Dividend income

     53       10       85       17  

Other income

     11       9       22       15  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investment income from non-controlled affiliated investments

     1,016       2,640       2,046       4,982  
From controlled affiliated investments:         

Payment-in-kind

     565       433       1,100       806  

Interest income

     63             63        

Dividend income

     1,000       2,200       3,450       5,000  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investment income from controlled affiliated investments

     1,628       2,633       4,613       5,806  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investment income    $ 38,401     $ 37,238     $ 74,938     $ 72,779  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:         

Interest and other debt expenses

   $ 9,501     $ 6,173     $ 17,954     $ 11,896  

Management fees

     3,742       4,479       7,278       9,282  

Incentive fees

     4,144       4,342       4,637       9,026  

Professional fees

     689       1,058       1,331       1,728  

Administration, custodian and transfer agent fees

     239       232       479       463  

Directors’ fees

     114       117       227       218  

Other expenses

     433       370       769       679  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses    $ 18,862     $ 16,771     $ 32,675     $ 33,292  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME BEFORE TAXES    $ 19,539     $ 20,467     $ 42,263     $ 39,487  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense, including excise tax    $ 452     $ 304     $ 891     $ 589  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME AFTER TAXES    $ 19,087     $ 20,163     $ 41,372     $ 38,898  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses) on investment transactions:         
Net realized gain (loss) from:         

Non-controlled/non-affiliated investments

   $ (8,570   $ 100     $ (33,292   $ 1,767  

Non-controlled affiliated investments

                       9  

Controlled affiliated investments

     (673           (673      

Foreign currency forward contracts

     34             52        

Foreign currency transactions

     (10           (16      
Net change in unrealized appreciation (depreciation) from:         

Non controlled/non-affiliated investments

     (1,435     (481     5,771       (784

Non-controlled affiliated investments

     5,840       (1,492     3,084       (2,477

Controlled affiliated investments

     2,440       (824     1,546       (1,049

Foreign currency forward contracts

     (45           33        

Foreign currency translations

     (507           295        
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses)    $ (2,926   $ (2,697   $ (23,200   $ (2,534
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Provision) benefit for taxes on realized gain/loss on investments      121       1       121       (446
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments      (152           52        
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 16,130     $ 17,467     $ 18,345     $ 35,918  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income per share (basic and diluted)

   $ 0.47     $ 0.50     $ 1.03     $ 0.97  

Earnings per share (basic and diluted)

   $ 0.40     $ 0.43     $ 0.46     $ 0.89  

Weighted average shares outstanding

     40,297,090       40,171,957       40,279,173       40,161,297  

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

5


Goldman Sachs BDC, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share amounts)

(Unaudited)

 

     For the Three Months Ended
  For the Six Months Ended
     June 30,
2019
  June 30,
2018
  June 30,
2019
  June 30,
2018
Net assets at beginning of period    $ 694,746     $ 726,711     $ 709,892     $ 725,830  
Increase (decrease) in net assets resulting from operations:         

Net investment income

   $ 19,087     $ 20,163     $ 41,372     $ 38,898  

Net realized gain (loss)

     (9,219     100       (33,929     1,776  

Net change in unrealized appreciation (depreciation)

     6,293       (2,797     10,729       (4,310

(Provision) benefit for taxes on realized gain/loss on investments

     121       1       121       (446

(Provision) benefit for taxes on unrealized appreciation/depreciation on investments

     (152           52        
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations    $ 16,130     $ 17,467     $ 18,345     $ 35,918  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to stockholders from:         

Distributable earnings

   $ (18,136   $ (18,078   $ (36,256   $ (36,148
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total distributions to stockholders    $ (18,136   $ (18,078   $ (36,256   $ (36,148
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital transactions:         

Reinvestment of stockholder distributions (35,306, 20,916, 74,897 and 44,740 shares, respectively)

   $ 687     $ 386     $ 1,446     $ 886  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets resulting from capital transactions    $ 687     $ 386     $ 1,446     $ 886  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL INCREASE (DECREASE) IN NET ASSETS    $ (1,319   $ (225   $ (16,465   $ 656  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period    $ 693,427     $ 726,486     $ 693,427     $ 726,486  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions declared per share

   $ 0.45     $ 0.45     $ 0.90     $ 0.90  

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

6


Goldman Sachs BDC, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share amounts)

(Unaudited)

 

     For the Six Months Ended
     June 30, 2019   June 30, 2018
Cash flows from operating activities:     
Net increase (decrease) in net assets resulting from operations:    $ 18,345     $ 35,918  

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:

    

Purchases of investments

     (417,534     (130,713

Payment-in-kind interest capitalized

     (2,226     (4,596

Investments in affiliated money market fund, net

           11,537  

Proceeds from sales of investments and principal repayments

     234,179       157,509  

Dissolution of Senior Credit Fund, LLC

     9,779        

Net realized (gain) loss on investments

     33,965       (1,776

Net change in unrealized (appreciation) depreciation on investments

     (10,401     4,310  

Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions

     (35      

Amortization of premium and accretion of discount, net

     (6,029     (3,770

Amortization of deferred financing and debt issuance costs

     1,300       1,018  

Amortization of original issue discount on convertible notes

     209       64  
Increase (decrease) in operating assets and liabilities:     

(Increase) decrease in receivable for investments sold

     (9,011      

(Increase) decrease in interest and dividends receivable

     1,878       554  

(Increase) decrease in other income receivable

           1,308  

(Increase) decrease in other assets

     (1,490     (127

Increase (decrease) in interest and other debt expenses payable

     248       116  

Increase (decrease) in management fees payable

     308       (168

Increase (decrease) in incentive fees payable

     4,144       1,162  

Increase (decrease) in investments purchased payable

     9        

Increase (decrease) in directors’ fees payable

     110       98  

Increase (decrease) in accrued expenses and other liabilities

     (1,519     649  
  

 

 

 

 

 

 

 

Net cash provided by (used for) operating activities    $ (143,771   $ 73,093  
  

 

 

 

 

 

 

 

Cash flows from financing activities:     

Offering costs paid

   $ 140     $ (201

Distributions paid

     (34,776     (35,242

Deferred financing and debt issuance costs paid

     (494     (1,800

Borrowings on debt

     358,908       121,000  

Repayments of debt

     (176,000     (159,250
  

 

 

 

 

 

 

 

Net cash provided by (used for) financing activities    $ 147,778     $ (75,493
  

 

 

 

 

 

 

 

Net increase (decrease) in cash      4,007       (2,400
Effect of foreign exchange rate changes on cash and cash equivalents      2        
Cash, beginning of period      6,113       11,606  
  

 

 

 

 

 

 

 

Cash, end of period    $ 10,122     $ 9,206  
  

 

 

 

 

 

 

 

Supplemental and non-cash financing activities     
Interest expense paid    $ 15,824     $ 10,465  
Accrued but unpaid excise tax expense    $ 1,070     $ 834  
Accrued but unpaid deferred financing and debt issuance costs    $     $ 38  
Accrued but unpaid offering costs    $ 202     $ 314  
Accrued but unpaid distributions    $ 18,136     $ 18,079  
Reinvestment of stockholder distributions    $ 1,446     $ 886  
Non-cash purchases of investments    $ (251,173   $ (1,442
Non-cash sales of investments    $ 260,952     $ 1,442  

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

7


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of June 30, 2019

(in thousands, except share and per share amounts)

(Unaudited)

 

Portfolio Company   Industry   Interest Rate (+)   Reference Rate and
Spread (+)
  Maturity   Par Amount (++)     Cost     Fair Value  
Investments at Fair Value – 221.18% #

 

Corporate Debt (1) – 206.51%

 

1st Lien/Senior Secured Debt – 150.03%

 

3SI Security Systems, Inc.(2)   Commercial Services & Supplies   8.15%   L + 5.75%; 1.00% Floor   06/16/2023   $ 14,849     $ 14,707     $ 14,700  
A Place For Mom, Inc.   Diversified Consumer Services   6.15%   L + 3.75%; 1.00% Floor   08/10/2024     8,887       8,880       8,665  
Accuity Delivery Systems,
LLC^ (2) (3)
  Health Care Providers & Services   9.45%   L + 7.00%; 1.00% Floor   06/13/2023     10,170       9,917       9,967  
Animal Supply Holdings,
LLC^^ (2) (4)
  Distributors   12.59%   L + 10.00% (incl. 2.50%
PIK); 1.00% Floor
  02/22/2022     3,829       3,777       3,743  
Ansira Partners, Inc.   Media   8.15%   L + 5.75%; 1.00% Floor   12/20/2022     4,601       4,572       4,578  
Ansira Partners, Inc.(5)   Media   8.16%   L + 5.75%; 1.00% Floor   12/20/2022     282       185       185  
Apptio, Inc.(2) (3)   IT Services   9.67%   L + 7.25%; 1.00% Floor   01/10/2025     32,702       32,082       32,048  
Apptio, Inc.(2) (3) (5) (6)   IT Services     L + 7.25%; 1.00% Floor   01/10/2025     2,225       (41     (45
Artesyn Embedded Technologies, Inc.(7)   Electronic Equipment, Instruments & Components   9.75%     10/15/2020     20,000       20,000       20,300  
Associations, Inc.(2) (3)   Real Estate Management & Development   9.60%   L + 7.00% (incl. 3.00%
PIK); 1.00% Floor
  07/30/2024     11,968       11,839       11,848  
Associations, Inc.(2) (3) (5)   Real Estate Management & Development   9.59%   L + 7.00% (incl. 3.00%
PIK); 1.00% Floor
  07/30/2024     2,956       1,683       1,685  
Associations, Inc.(2) (3) (5) (6)   Real Estate Management & Development     L + 4.00%; 1.00% Floor   07/30/2024     587       (6     (6
ATX Networks Corp.   Communications Equipment   9.35%   L + 7.00% (incl. 1.00%
PIK); 1.00% Floor
  06/11/2021     7,387       7,357       6,907  
ATX Networks Corp.   Communications Equipment   9.33%  

L + 7.00% (incl. 1.00%

PIK); 1.00% Floor

  06/11/2021     473       467       443  
Badger Sportswear, Inc.   Textiles, Apparel & Luxury Goods   6.90%   L + 4.50%; 1.00% Floor   09/11/2023     7,150       7,104       6,936  
Barbri, Inc.   Media   6.69%   L + 4.25%; 1.00% Floor   12/01/2023     6,243       6,219       6,134  
Brillio, LLC(2) (3)   IT Services   7.15%   L + 4.75%; 1.00% Floor   02/06/2025     4,520       4,477       4,475  
Brillio, LLC(2) (3) (5)   IT Services     L + 4.75%; 1.00% Floor   02/06/2025     1,510             (15
Businessolver.com, Inc.(2) (3)   Health Care Technology   10.02%   L + 7.50%; 1.00% Floor   05/15/2023     12,549       12,345       12,298  
Businessolver.com, Inc.(2) (3) (5)   Health Care Technology   10.02%   L + 7.50%; 1.00% Floor   05/15/2023     1,882       1,011       998  
Businessolver.com, Inc.(2) (3) (5)   Health Care Technology   9.90%   L + 7.50%; 1.00% Floor   05/15/2023     1,569       164       157  
Collaborative Imaging,
LLC^^^ (2) (3)
  Health Care Providers & Services   9.09%   L + 6.50%; 1.00% Floor   03/28/2025     8,900       8,785       8,722  
Continuum Managed Services LLC(2) (3)   IT Services   8.41%   L + 6.00%; 1.00% Floor   06/08/2023     21,227       20,808       21,227  
Continuum Managed Services LLC(2) (3)   IT Services   8.41%   L + 6.00%; 1.00% Floor   06/08/2023     6,109       6,000       6,109  
Continuum Managed Services LLC(2) (3)   IT Services   8.41%   L + 6.00%; 1.00% Floor   06/08/2023     1,791       1,758       1,791  
Continuum Managed Services LLC(2) (3) (5) (6)   IT Services     L + 6.00%; 1.00% Floor   06/08/2022     2,220       (36      
CorePower Yoga, LLC(3)   Diversified Consumer Services   7.08%   L + 4.75%   05/14/2025     7,905       7,789       7,787  
CorePower Yoga, LLC(3) (5) (6)   Diversified Consumer Services     L + 4.75%   05/14/2025     678       (10     (10
CorePower Yoga, LLC(3) (5) (6)   Diversified Consumer Services     L + 4.75%   05/14/2025     2,259       (33     (34
CST Buyer Company(2)   Diversified Consumer Services   7.40%   L + 5.00%; 1.00% Floor   03/01/2023     9,188       9,020       9,142  
CST Buyer Company(2) (5) (6)   Diversified Consumer Services     L + 5.00%; 1.00% Floor   03/01/2023     900       (15     (5
DBRS Limited   Capital Markets   7.77%   L + 5.25%; 1.00% Floor   03/04/2022     4,963       4,941       4,957  
DDS USA Holding, Inc.(2) (3)   Health Care Equipment & Supplies   7.56%   L + 5.25%; 1.00% Floor   06/30/2022     3,841       3,824       3,812  
DDS USA Holding, Inc.(2) (3)   Health Care Equipment & Supplies   7.57%   L + 5.25%; 1.00% Floor   06/30/2022     3,824       3,808       3,795  
DDS USA Holding, Inc.(2) (3) (5) (6)   Health Care Equipment & Supplies     L + 5.25%; 1.00% Floor   06/30/2022     1,079       (4     (8
Diligent Corporation(2) (3)   Professional Services   8.31%   L + 5.50%; 1.00% Floor   04/14/2022   16,097       18,436       18,121  
Diligent Corporation(2) (3)   Professional Services   8.35%   L + 5.50%; 1.00% Floor   04/14/2022     1,483       1,467       1,468  
Diligent Corporation(2) (3) (5)   Professional Services   8.14%   L + 5.50%; 1.00% Floor   04/14/2022     1,300       1,119       1,131  
Diligent Corporation(2) (3)   Professional Services   8.19%   L + 5.50%; 1.00% Floor   04/14/2022     509       503       504  
Diligent Corporation(2) (3)   Professional Services   8.35%   L + 5.50%; 1.00% Floor   04/14/2022     246       244       244  
Diligent Corporation(2) (3) (5) (6)   Professional Services     L + 5.50%; 1.00% Floor   04/14/2022     8,104       (85     (81
DiscoverOrg, LLC(3)   Software   6.90%   L + 4.50%   02/02/2026     16,160       16,004       16,079  
DocuTAP, Inc.(3)   Health Care Technology   8.15%   L + 5.75%; 1.00% Floor   05/12/2025     24,154       23,561       23,912  

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

8


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of June 30, 2019 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

 

Portfolio Company   Industry   Interest Rate (+)   Reference Rate and
Spread (+)
  Maturity     Par Amount (++)     Cost     Fair Value  
Drilling Info Holdings, Inc.(5)   Oil & Gas     L + 4.25%     07/30/2025     $ 34     $     $  
Elemica, Inc.(2)   Software   9.40%   L + 7.00%; 1.00% Floor     07/07/2021       41,225       40,743       41,019  
Elemica, Inc.(2) (5)   Software   9.41%   L + 7.00%; 1.00% Floor     07/07/2021       6,000       4,735       4,770  
Empirix, Inc.(2) (3)   Diversified Telecommunication Services   8.58%   L + 6.25%; 1.00% Floor     09/25/2024       22,192       21,843       21,304  
Empirix, Inc.(2) (3) (5) (6)   Diversified Telecommunication Services     L + 6.25%; 1.00% Floor     09/25/2023       1,300       (19     (52
Fenergo Finance 3
Limited(2) (3) (8)
  Diversified Financial Services   8.58%   L + 6.25%; 1.00% Floor     09/05/2024     17,800       20,367       20,038  
Fenergo Finance 3
Limited(2) (3) (5) (6) (8)
  Diversified Financial Services     L + 6.25%; 1.00% Floor     09/05/2024       1,182       (18     (12
Fenergo Finance 3
Limited(2) (3) (5) (6) (8)
  Diversified Financial Services     L + 6.25%; 1.00% Floor     09/05/2024     1,500       (27     (55
FWR Holding Corporation(2)   Hotels, Restaurants & Leisure   7.90%   L + 5.50%; 1.00% Floor     08/21/2023       4,472       4,389       4,427  
FWR Holding Corporation(2)   Hotels, Restaurants & Leisure   7.90%   L + 5.50%; 1.00% Floor     08/21/2023       893       877       884  
FWR Holding Corporation(2)   Hotels, Restaurants & Leisure   7.90%   L + 5.50%; 1.00% Floor     08/21/2023       565       555       559  
FWR Holding Corporation(2) (5)   Hotels, Restaurants & Leisure   7.90%   L + 5.50%; 1.00% Floor     08/21/2023       587       298       302  
Gastro Health Holdco,
LLC(2) (3)
  Health Care Providers & Services   8.09%   L + 5.50%; 1.00% Floor     09/04/2024       10,175       9,993       9,971  
Gastro Health Holdco,
LLC(2) (3) (5)
  Health Care Providers & Services   8.09%   L + 5.50%; 1.00% Floor     09/04/2024       5,100       3,149       3,126  
Gastro Health Holdco,
LLC(2) (3) (5) (6)
  Health Care Providers & Services     L + 5.50%; 1.00% Floor     09/04/2023       2,000       (34     (40
GH Holding Company(2)   Real Estate Management & Development   6.90%   L + 4.50%     02/28/2023       7,406       7,378       7,369  
GI Revelation Acquisition LLC   Internet Software & Services   7.40%   L + 5.00%     04/16/2025       4,706       4,685       4,647  
GK Holdings, Inc.   IT Services   8.33%   L + 6.00%; 1.00% Floor     01/20/2021       8,595       8,576       7,048  
GlobalTranz Enterprises
LLC(3)
  Road & Rail   7.39%   L + 5.00%     05/15/2026       7,720       7,567       7,431  
GlobalTranz Enterprises
LLC(3) (5) (6)
  Road & Rail     L + 5.00%     05/15/2026       1,992       (40     (75
Granicus, Inc.(3)   Software   7.08%   L + 4.75%; 1.00% Floor     09/07/2022       8,357       8,281       8,273  
Halo Branded Solutions, Inc.   Commercial Services & Supplies   6.90%   L + 4.50%; 1.00% Floor     06/30/2025       8,534       8,456       8,427  
HC Group Holdings III, Inc.   Health Care Providers & Services   6.15%   L + 3.75%     04/07/2022       4,331       4,321       4,315  
Heligear Acquisition Co.(2) (7)   Aerospace & Defense   10.25%       10/15/2019       17,500       17,477       17,281  
Hygiena Borrower LLC   Life Sciences Tools & Services   6.33%   L + 4.00%; 1.00% Floor     08/26/2022       12,586       12,481       12,334  
Hygiena Borrower LLC(5) (6)   Life Sciences Tools & Services     L + 4.00%; 1.00% Floor     08/26/2022       715       (4     (14
Hygiena Borrower LLC(5) (6)   Life Sciences Tools & Services     L + 4.00%; 1.00% Floor     08/26/2022       1,313       (13     (26
iCIMS, Inc.(2) (3)   Software   8.90%   L + 6.50%; 1.00% Floor     09/12/2024       29,895       29,361       29,297  
iCIMS, Inc.(2) (3)   Software   8.90%   L + 6.50%; 1.00% Floor     09/12/2024       5,506       5,396       5,396  
iCIMS, Inc.(2) (3) (5) (6)   Software     L + 6.50%; 1.00% Floor     09/12/2024       1,868       (33     (37
Infinity Sales Group(2) (4)   Media   12.90%   L + 10.50%; 1.00% Floor     11/23/2020       29,529       32,089       30,858  
Integral Ad Science,
Inc.(2) (3)
  Media   9.66%   L + 7.25% (incl. 1.25%
PIK); 1.00% Floor
    07/19/2024       23,881       23,469       23,463  
Integral Ad Science, Inc.(2) (3) (5) (6)   Media     L + 6.00%; 1.00% Floor     07/19/2023       1,815       (30     (32
Internet Truckstop Group,
LLC(2) (3)
  Transportation Infrastructure   7.91%   L + 5.50%; 1.00% Floor     04/02/2025       22,320       21,781       21,762  
Internet Truckstop Group,
LLC(2) (3) (5) (6)
  Transportation Infrastructure     L + 5.50%; 1.00% Floor     04/02/2025       1,800       (43     (45
Iracore International Holdings, Inc.^ (2)   Energy Equipment & Services   11.50%   L + 9.00%; 1.00% Floor     04/12/2021       3,389       3,389       3,389  
Jill Acquisition LLC   Textiles, Apparel & Luxury Goods   7.59%   L + 5.00%; 1.00% Floor     05/08/2022       6,880       6,852       6,640  
Kawa Solar Holdings
Limited^ (2) (8) (9)
  Construction & Engineering         05/26/2020       3,917       3,603       3,917  
Kawa Solar Holdings
Limited^ (2) (8) (9)
  Construction & Engineering         05/26/2020       5,201       2,683        

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

9


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of June 30, 2019 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

 

Portfolio Company   Industry   Interest Rate (+)   Reference Rate and
Spread (+)
  Maturity     Par Amount (++)     Cost     Fair Value  
Legacy Buyer Corp.(2)   Health Care Providers & Services   10.33%   L + 8.00%; 1.00% Floor     10/24/2019     $ 20,977     $ 20,943     $ 20,977  
Legacy Buyer Corp.(2) (5) (6)   Health Care Providers & Services     L + 8.00%; 1.00% Floor     10/24/2019       2,500       (4      
Lithium Technologies, Inc.(2) (3)   Internet Software & Services   10.46%   L + 8.00%; 1.00% Floor     10/03/2022       38,966       38,281       38,284  
Lithium Technologies,
Inc.(2) (3) (5) (6)
  Internet Software & Services     L + 8.00%; 1.00% Floor     10/03/2022       2,684       (44     (47
Madison-Kipp Corporation(2)   Machinery   11.41%   L + 9.00%; 1.00% Floor     05/26/2020       29,694       29,562       29,694  
Mailgun Technologies,
Inc.(2) (3)
  Internet Software & Services   8.33%   L + 6.00%; 1.00% Floor     03/26/2025       13,157       12,903       12,894  
Mailgun Technologies,
Inc.(2) (3) (5) (6)
  Internet Software & Services     L + 6.00%; 1.00% Floor     03/26/2025       1,530       (29     (31
Midwest Transport, Inc.(2) (3)   Road & Rail   9.65%   L + 7.00%; 1.00% Floor     10/02/2023       12,224       12,116       12,101  
MMIT Holdings, LLC(2) (3)   Health Care Technology   7.90%   L + 5.50%; 1.00% Floor     11/15/2024       16,418       16,113       16,089  
MMIT Holdings, LLC(2) (3) (5) (6)   Health Care Technology     L + 5.50%; 1.00% Floor     11/15/2024       3,188       (58     (64
Netvoyage Corporation(2) (3)   Software   11.41%   L + 9.00%; 1.00% Floor     03/22/2024       8,558       8,433       8,451  
Netvoyage Corporation(2) (3) (5) (6)   Software     L + 9.00%; 1.00% Floor     03/24/2022       654       (7     (8
Output Services Group, Inc.   Diversified Consumer Services   6.65%   L + 4.25%; 1.00% Floor     03/27/2024       3,471       3,459       3,107  
Output Services Group, Inc.(5)   Diversified Consumer Services     L + 4.25%; 1.00% Floor     03/27/2024       513             (54
Pathway Vet Alliance LLC(2) (3)   Health Care Providers & Services   6.90%   L + 4.50%     12/20/2024       4,795       4,750       4,747  
Pathway Vet Alliance
LLC(2) (3) (5)
  Health Care Providers & Services   6.90%   L + 4.50%     12/21/2024       1,693       782       777  
Pharmalogic Holdings Corp.(2)   Health Care Equipment & Supplies   6.40%   L + 4.00%     06/11/2023       3,255       3,248       3,239  
Pharmalogic Holdings Corp.(2)   Health Care Equipment & Supplies   6.40%   L + 4.00%     06/11/2023       1,768       1,765       1,760  
Pharmalogic Holdings Corp.(2)   Health Care Equipment & Supplies   6.40%   L + 4.00%     06/11/2023       1,738       1,729       1,729  
Pharmalogic Holdings Corp.(2)   Health Care Equipment & Supplies   6.40%   L + 4.00%     06/11/2023       935       933       930  
Picture Head Midco LLC(2) (3)   Media   9.15%   L + 6.75%; 1.00% Floor     08/31/2023       24,890       24,448       24,454  
Picture Head Midco LLC(2) (3)   Media   9.14%   L + 6.75%; 1.00% Floor     08/31/2023       1,840       1,840       1,808  
PlanSource Holdings, Inc.(3)   Health Care Technology   8.81%   L + 6.25%; 1.00% Floor     04/22/2025       22,780       22,336       22,324  
PlanSource Holdings, Inc.(3) (5) (6)   Health Care Technology     L + 6.25%; 1.00% Floor     04/22/2025       3,142       (61     (63
Power Stop, LLC(3)   Auto Components   7.09%   L + 4.75%     10/19/2025       7,581       7,563       7,505  
Professional Physical
Therapy(2) (10)
  Health Care Providers & Services    

L + 7.50% (incl. 4.00%

PIK); 1.00% Floor

    12/16/2022       5,770       5,032       4,789  
Regulatory DataCorp, Inc.   Diversified Financial Services   6.83%   L + 4.50%; 1.00% Floor     09/21/2022       2,468       2,468       2,419  
Riverpoint Medical, LLC(3)   Health Care Equipment & Supplies   7.39%   L + 5.00%; 1.00% Floor     06/23/2025       9,043       8,998       8,953  
Riverpoint Medical, LLC(3) (5) (6)   Health Care Equipment & Supplies     L + 5.00%; 1.00% Floor     06/23/2025       1,644       (8     (16
SciQuest, Inc.   Internet Software & Services   6.40%   L + 4.00%; 1.00% Floor     12/28/2024       9,850       9,810       9,727  
SF Home Décor, LLC(2) (3)   Household Products   11.83%   L + 9.50%; 1.00% Floor     07/13/2022       19,528       19,132       19,039  
Shopatron, LLC(2) (3)   Internet Catalog & Retail   11.83%   L + 9.50%; 1.00% Floor     12/18/2020       4,279       4,208       4,204  
SMS Systems Maintenance Services, Inc.   IT Services   7.40%   L + 5.00%; 1.00% Floor     10/30/2023       7,313       7,287       4,999  
SPay, Inc.(2) (3)   Internet Software & Services   8.15%   L + 5.75%; 1.00% Floor     06/17/2024       10,332       10,155       9,970  
SPay, Inc.(2) (3) (5)   Internet Software & Services   8.23%   L + 5.75%; 1.00% Floor     06/17/2024       1,140       741       720  
SPay, Inc.(2) (3) (5)   Internet Software & Services   8.34%   L + 5.75%; 1.00% Floor     06/17/2024       5,720       334       181  
Tronair Parent Inc.   Air Freight & Logistics   7.57%   L + 4.75%; 1.00% Floor     09/08/2023       6,808       6,764       6,127  
U.S. Acute Care Solutions,
LLC(2)
  Health Care Providers & Services   7.20%   L + 5.00%; 1.00% Floor     05/17/2021       6,338       6,307       6,084  
US Med Acquisition, Inc.(2)   Health Care Equipment & Supplies   11.33%   L + 9.00%; 1.00% Floor     08/13/2021       29,799       29,543       28,458  
Vexos, Inc.(2)   Electronic Equipment, Instruments & Components   12.10%   L + 9.50%; 1.00% Floor     10/09/2019       35,610       35,558       35,431  

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

10


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of June 30, 2019 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

 

Portfolio Company   Industry   Interest Rate (+)   Reference Rate and
Spread (+)
  Maturity     Par Amount (++)     Cost     Fair Value  
VRC Companies, LLC(2)   Commercial Services & Supplies   8.90%   L + 6.50%; 1.00% Floor     03/31/2023     $ 17,279     $ 17,069     $ 17,106  
VRC Companies, LLC(2) (5)   Commercial Services & Supplies   8.90%   L + 6.50%; 1.00% Floor     03/31/2023       1,502       801       800  
VRC Companies, LLC(2) (5)   Commercial Services & Supplies   9.77%   L + 6.50%; 1.00% Floor     03/31/2022       882       489       491  
Wine.com, LLC(2) (3)   Beverages   9.59%   L + 7.00%; 1.00% Floor     11/14/2024       6,400       6,282       6,272  
Wolfpack IP Co.(3) (8)   Real Estate Management & Development   8.90%   L + 6.50%; 1.00% Floor     06/13/2025       31,694       31,064       31,060  
Wolfpack IP Co.(3) (5) (6) (8)   Real Estate Management & Development     L + 6.50%; 1.00% Floor     06/13/2025       3,169       (63     (63
Wrike, Inc.(2) (3)   Professional Services   9.16%   L + 6.75%; 1.00% Floor     12/31/2024       16,223       15,920       15,899  
Wrike, Inc.(2) (3) (5) (6)   Professional Services     L + 6.75%; 1.00% Floor     12/31/2024       1,600       (29     (32
Xactly Corporation(2) (3)   Internet Software & Services   9.66%   L + 7.25%; 1.00% Floor     07/29/2022       27,173       26,774       26,834  
Xactly Corporation(2) (3) (5) (6)   Internet Software & Services     L + 7.25%; 1.00% Floor     07/29/2022       1,697       (21     (21
Yasso, Inc.(2) (3)   Food Products   10.15%   L + 7.75%; 1.00% Floor     03/23/2022       8,074       7,976       7,791  
           

 

 

   

 

 

 

Total 1st Lien/Senior Secured Debt

 

    1,052,748       1,040,348  
1st Lien/Last-Out Unitranche (11) – 14.59%

 

Intelligent Document Solutions, Inc.(2) (3)   Diversified Financial Services   8.33%   L + 6.00%; 1.00% Floor     02/28/2024       11,900       11,582       11,573  
Mervin Manufacturing,
Inc.(2)
  Leisure Equipment & Products   10.11%   L + 7.50%     10/10/2019       11,165       11,149       10,941  
NTS Communications,
Inc.^ (2) (10)
  Diversified Telecommunication Services     L + 9.00% PIK; 1.25% Floor     09/30/2019       62,202       55,968       48,704  
NTS Communications,
Inc.^ (2)
  Diversified Telecommunication Services   11.48%   L + 9.00% PIK; 1.25% Floor     09/30/2019       6,885       6,725       6,885  
RugsUSA, LLC(2) (3)   Household Products   8.33%   L + 6.00%; 1.00% Floor     04/30/2023       5,840       5,793       5,796  
Smarsh, Inc.(2) (3)   Software   10.29%   L + 7.88%; 1.00% Floor     03/31/2021       17,490       17,334       17,315  
           

 

 

   

 

 

 

Total 1st Lien/Last-Out Unitranche

 

    108,551       101,214  
2nd Lien/Senior Secured Debt – 40.87%

 

American Dental Partners, Inc.(2) (3)   Health Care Providers & Services   10.83%   L + 8.50%; 1.00% Floor     09/25/2023       5,738       5,633       5,637  
Bolttech Mannings,
Inc.^^ (2)
  Commercial Services & Supplies   10.52%   L + 8.00% PIK     11/19/2021       20,709       20,709       20,709  
DiscoverOrg, LLC(3)   Software   10.90%   L + 8.50%     02/01/2027       10,000       9,854       9,863  
DuBois Chemicals, Inc.(3)   Chemicals   10.40%   L + 8.00%; 1.00% Floor     03/15/2025       26,220       25,802       25,499  
ERC Finance, LLC(2) (3)   Health Care Providers & Services   10.62%   L + 8.22%; 1.00% Floor     09/22/2025       19,800       19,425       19,404  
Genesis Acquisition
Co.(2) (3)
  Diversified Financial Services   10.04%   L + 7.50%     07/31/2025       7,000       6,841       6,808  
Genesis Acquisition
Co.(2) (3) (5) (6)
  Diversified Financial Services     L + 7.50%     07/31/2025       1,800       (20     (49
GK Holdings, Inc.   IT Services   12.58%   L + 10.25%; 1.00% Floor     01/20/2022       3,000       2,972       2,250  
Hygiena Borrower LLC(2)   Life Sciences Tools & Services   10.08%   L + 7.75%; 1.00% Floor     08/26/2023       1,860       1,829       1,827  
Hygiena Borrower
LLC(2) (5)
  Life Sciences Tools & Services   10.08%   L + 7.75%; 1.00% Floor     08/26/2023       680       91       85  
ICP Industrial, Inc.(2) (3)   Chemicals   10.64%   L + 8.25%; 1.00% Floor     05/03/2024       20,400       19,992       19,992  
IHS Intermediate Inc.(2)   Health Care Providers & Services   10.83%   L + 8.25%; 1.00% Floor     07/20/2022       10,000       9,894       9,200  
Market Track, LLC(2) (3)   Internet Catalog & Retail   10.15%   L + 7.75%; 1.00% Floor     06/05/2025       22,200       21,660       21,312  
MPI Products LLC(2) (4)   Auto Components   11.52%   L + 9.00%; 1.00% Floor     01/30/2020       20,000       20,036       18,200  
National Spine and Pain Centers, LLC(2) (3)   Health Care Providers & Services   10.65%   L + 8.25%; 1.00% Floor     12/02/2024       19,100       18,645       18,623  
Odyssey Logistics & Technology Corporation(3)   Road & Rail   10.40%   L + 8.00%; 1.00% Floor     10/12/2025       18,722       18,360       18,348  
SMB Shipping Logistics,
LLC(2) (3)
  Air Freight & Logistics   10.52%   L + 8.00%; 1.00% Floor     02/03/2025       41,667       41,065       40,833  
Spectrum Plastics Group, Inc.(3)   Containers & Packaging   9.40%   L + 7.00%; 1.00% Floor     01/31/2026       6,248       6,221       5,841  
Viant Medical Holdings, Inc.(3)   Health Care Equipment & Supplies   10.08%   L + 7.75%     07/02/2026       8,260       8,184       8,115  

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

11


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of June 30, 2019 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

 

Portfolio Company   Industry   Interest Rate (+)   Reference Rate and
Spread (+)
  Maturity     Par Amount (++)     Cost     Fair Value  
YI, LLC(2) (3)   Health Care Equipment & Supplies   10.08%   L + 7.75%; 1.00% Floor     11/07/2025     $ 15,235     $ 14,846     $ 14,816  
Zep Inc.(3)   Chemicals   10.58%   L + 8.25%; 1.00% Floor     08/11/2025       23,800       23,302       16,105  
           

 

 

   

 

 

 

Total 2nd Lien/Senior Secured Debt

 

    295,341       283,418  
Unsecured Debt – 1.02%

 

CB-HDT Holdings, Inc.^ (2)   Aerospace & Defense   12.00% PIK       12/15/2019       4,165       4,165       4,165  
CB-HDT Holdings, Inc.^ (2)   Aerospace & Defense   12.00% PIK       03/05/2021       1,818       1,818       1,818  
Conergy Asia & ME Pte.
LTD.^ (2) (8)
  Construction & Engineering   10.00%       05/26/2020       1,064       1,064       1,064  
           

 

 

   

 

 

 

Total Unsecured Debt

 

    7,047       7,047  
           

 

 

   

 

 

 
Total Corporate Debt

 

    1,463,687       1,432,027  
Portfolio Company   Industry        Coupon          Shares     Cost     Fair Value  
Preferred Stock (1) – 6.89%

 

Accuity Delivery Systems,
LLC^ (2) (3) (7) (9)
  Health Care Providers & Services       97,130     $ 3,200     $ 4,480  
Animal Supply Holdings,
LLC^^ (2) (7) (9)
  Distributors       250,000       25,000       25,918  
CB-HDT Holdings, Inc.^ (2) (7) (9)   Aerospace & Defense       1,108,333       10,186       15,461  
Conergy Asia Holdings,
Ltd.^ (2) (7) (8) (9)
  Construction & Engineering       600,000       600        
Kawa Solar Holdings
Limited^ (2) (7) (8) (10)
  Construction & Engineering   8.00% PIK       60,790       778        
NTS Communications,
Inc.^ (2) (7) (9)
  Diversified Telecommunication Services       263       187        
Wine.com, LLC(2) (3) (7) (9)   Beverages       221,072       1,900       1,899  
           

 

 

   

 

 

 

Total Preferred Stock

            41,851       47,758  
Common Stock (1) – 7.78%

 

Animal Supply Holdings,
LLC^^ (2) (7) (9)
  Distributors       406,226       29,230       28,314  
Bolttech Mannings, Inc.^^ (2) (7) (9)   Commercial Services & Supplies       8,000       6,591       2,272  
CB-HDT Holdings,
Inc.^ (2) (7) (9)
  Aerospace & Defense       453,383       2,393       6,034  
Collaborative Imaging Holdco, LLC –
Class B^^^ (2) (3) (7)
  Health Care Providers & Services       8,464       1,141       1,516  
Collaborative Imaging Holdco, LLC – Performance
Units^^^ (2) (3) (7) (8) (9)
  Health Care Providers & Services       7,988       159       452  
Conergy Asia Holdings,
Ltd.^ (2) (7) (8) (9)
  Construction & Engineering       2,000       4,700        
Continuum Managed Services LLC – Class A(2) (3) (7) (9)   IT Services       733       733       880  
Continuum Managed Services LLC – Class B(2) (3) (7) (9)   IT Services       496,698       7       1,252  
Country Fresh Holding Company Inc.(2) (3) (7) (9)   Food Products       671       839       821  
Elah Holdings, Inc.^ (2) (3) (7) (9)   Capital Markets       46,214       2,234       2,234  
Iracore International Holdings,
Inc.^ (2) (7) (9)
  Energy Equipment & Services       28,898       7,003       6,357  
Kawa Solar Holdings
Limited^ (2) (7) (8) (9)
  Construction & Engineering       1,399,556              
National Spine and Pain Centers,
LLC(2) (3) (7) (9)
  Health Care Providers & Services       600       600       255  
NTS Communications,
Inc.^ (2) (7) (9)
  Diversified Telecommunication Services       595,215       3        
Prairie Provident Resources,
Inc.^^^ (8) (9)
  Oil, Gas & Consumable Fuels       3,579,988       9,237       246  
Wrike, Inc.(2) (3) (7) (9)   Professional Services       348,478       2,165       2,938  
Yasso, Inc.(2) (3) (7) (9)   Food Products       850       850       354  
           

 

 

   

 

 

 

Total Common Stock

 

    67,885       53,925  
           

 

 

   

 

 

 
TOTAL INVESTMENTS – 221.18%       $ 1,573,423     $ 1,533,710  
           

 

 

   

 

 

 
LIABILITIES IN EXCESS OF OTHER ASSETS – (121.18%)         $ (840,283
             

 

 

 
NET ASSETS – 100.00%         $ 693,427  
             

 

 

 

 

(+)   

The Consolidated Schedule of Investments discloses the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of June 30, 2019, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 2.18%, 2.20%, 2.32%, 2.33%, 2.40% and 2.37%, respectively. As of June 30, 2019, P was 5.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at June 30, 2019.

(++)   

Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, Euro (“€”).

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

12


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of June 30, 2019 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

 

#   

Percentages are based on net assets.

^   

As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.

^^   

As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. See Note 3 “Significant Agreements and Related Party Transactions”.

^^^   

The portfolio company is otherwise deemed to be an “affiliated person” of the Company under the Investment Company Act of 1940. See Note 3 “Significant Agreements and Related Party Transactions”.

(1)   

Assets are pledged as collateral for the Revolving Credit Facility. See Note 6 “Debt”.

(2)   

The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

(3)   

Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

(4)   

The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies”.

(5)   

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See Note 8 “Commitments and Contingencies”.

(6)   

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(7)   

Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2019, the aggregate fair value of these securities is $139,018 or 20.05% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

 

Investment    Acquisition Date
Accuity Delivery Systems, LLC – Preferred Stock    06/13/2018
Animal Supply Holdings, LLC – Common Stock    02/22/2019
Animal Supply Holdings, LLC – Preferred Stock    02/22/2019
Artesyn Embedded Technologies, Inc. – 1st Lien/Senior Secured Debt    09/26/2013
Bolttech Mannings, Inc. – Common Stock    12/22/2017
CB-HDT Holdings, Inc. – Preferred Stock    07/01/2016
CB-HDT Holdings, Inc. – Common Stock    07/01/2016
Collaborative Imaging Holdco, LLC – Class B – Common Stock    03/30/2018
Collaborative Imaging Holdco, LLC – Performance Units – Common Stock    03/30/2018
Conergy Asia Holdings, Ltd. – Common Stock    07/31/2017
Conergy Asia Holdings, Ltd. – Preferred Stock    08/23/2017
Continuum Managed Services LLC – Class A – Common Stock    06/08/2017
Continuum Managed Services LLC – Class B – Common Stock    06/08/2017
Country Fresh Holding Company Inc. – Common Stock    04/29/2019
Elah Holdings, Inc. – Common Stock    05/09/2018
Heligear Acquisition Co. – 1st Lien/Senior Secured Debt    09/30/2014
Iracore International Holdings, Inc. – Common Stock    04/13/2017
Kawa Solar Holdings Limited – Common Stock    08/17/2016
Kawa Solar Holdings Limited – Preferred Stock    10/25/2016
NTS Communications, Inc. – Preferred Stock    07/22/2016
NTS Communications, Inc. – Common Stock    07/22/2016
National Spine and Pain Centers, LLC – Common Stock    06/02/2017
Wine.com, LLC – Preferred Stock    11/14/2018
Wrike, Inc. – Common Stock    12/31/2018
Yasso, Inc. – Common Stock    03/23/2017

 

(8)   

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2019 the aggregate fair value of these securities is $56,647 or 3.61% of the Company’s total assets.

(9)   

Non-income producing security.

(10)   

The investment is on non-accrual status as of June 30, 2019.

(11)   

In exchange for the greater risk of loss, the “last-out” portion of the Company’s unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion that the Company would continue to hold.

PIK – Payment-In-Kind

ADDITIONAL INFORMATION

Foreign currency forward contracts

 

Counterparty      Currency
Purchased
       Currency
Sold
       Settlement        Unrealized Appreciation
(Depreciation)
 
Bank of America, N.A.        USD 375          EUR 315          07/03/2019        $ 17  
Bank of America, N.A.        USD 311          EUR 260          08/05/2019          14  
Bank of America, N.A.        USD 394          EUR 329          10/04/2019          18  
Bank of America, N.A.        USD 324          EUR 269          11/05/2019          15  
Bank of America, N.A.        USD 393          EUR 325          01/06/2020          18  
Bank of America, N.A.        USD 399          EUR 327          04/06/2020          20  
Bank of America, N.A.        USD 400          EUR 325          07/06/2020          20  
                   

 

 

 
                    $ 122  
                   

 

 

 

Currency Abbreviations:

EUR – Euro

USD – U.S. Dollar

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

13


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, 2018

(in thousands, except share and per share amounts)

 

Portfolio Company   Industry   Interest Rate (+)   Reference Rate and
Spread (+)
  Maturity     Par Amount (++)     Cost     Fair Value  
Investments at Fair Value – 193.75% #

 

Corporate Debt (1) – 173.98%

 

1st Lien/Senior Secured Debt – 102.78%

 

Accuity Delivery Systems, LLC^ (2) (3)   Health Care Providers & Services   9.78%   L + 7.00%; 1.00% Floor     06/13/2023     $ 10,170     $ 9,892     $ 9,890  
Apptio, Inc.(2) (4)   IT Services     L + 7.25%; 1.00% Floor     1/10/2025       26,696              
Apptio, Inc.(2) (4)   IT Services     L + 7.25%; 1.00% Floor     1/10/2025       2,225              
Artesyn Embedded Technologies,
Inc.(5)
  Electronic Equipment, Instruments & Components   9.75%       10/15/2020       20,000       20,000       18,400  
Associations, Inc.(2) (3)   Real Estate Management & Development   9.40%   L + 7.00% (incl. 3.00%
PIK); 1.00% Floor
    07/30/2024       11,788       11,650       11,671  
Associations, Inc.(2) (3) (4)   Real Estate Management & Development   9.40%   L + 7.00% (incl. 3.00%
PIK); 1.00% Floor
    07/30/2024       2,938       1,012       1,017  
Associations, Inc.(2) (3) (4) (6)   Real Estate Management & Development     L + 4.00%; 1.00% Floor     07/30/2024       587       (7     (6
Avenue Stores, LLC(3)   Specialty Retail   10.62%   L + 8.00%; 1.00% Floor     09/18/2020       30,300       29,874       29,467  
Businessolver.com, Inc.(2) (3)   Health Care Technology   10.12%   L + 7.50%; 1.00% Floor     05/15/2023       12,549       12,323       12,298  
Businessolver.com, Inc.(2) (3) (4)   Health Care Technology   12.00%   P + 6.50%; 2.00% Floor     05/15/2023       1,569       600       596  
Businessolver.com, Inc.(2) (3) (4)   Health Care Technology   10.12%   L + 7.50%; 1.00% Floor     05/15/2023       1,882       450       433  
Collaborative Imaging,
LLC^^^ (2) (3)
  Health Care Providers & Services   9.03%   L + 6.50%; 1.00% Floor     03/28/2025       8,900       8,777       8,722  
Continuum Managed Services
LLC(2) (3)
  IT Services   8.53%   L + 6.00%; 1.00% Floor     06/08/2023       21,335       20,870       20,908  
Continuum Managed Services
LLC(2) (3)
  IT Services   8.53%   L + 6.00%; 1.00% Floor     06/08/2023       6,140       6,017       6,017  
Continuum Managed Services
LLC(2) (3)
  IT Services   8.53%   L + 6.00%; 1.00% Floor     06/08/2023       1,800       1,763       1,764  
Continuum Managed Services
LLC(2) (3) (4) (6)
  IT Services     L + 6.00%; 1.00% Floor     06/08/2022       2,220       (42     (44
Dade Paper & Bag, LLC(2) (3)   Distributors   10.02%   L + 7.50%; 1.00% Floor     06/10/2024       10,934       10,752       10,769  
Dade Paper & Bag, LLC(2) (3)   Distributors   9.52%   L + 7.00%; 1.00% Floor     06/10/2024       1,395       1,382       1,342  
Datto, Inc.(2)   IT Services   10.46%   L + 8.00%; 1.00% Floor     12/07/2022       37,027       36,429       36,749  
Datto, Inc.(2) (4) (6)   IT Services     L + 8.00%; 1.00% Floor     12/07/2022       2,492       (39     (19
DDS USA Holding, Inc.(2)   Health Care Equipment & Supplies   8.57%   L + 5.75%; 1.00% Floor     06/30/2022       3,972       3,953       3,942  
DDS USA Holding, Inc.(2)   Health Care Equipment & Supplies   8.57%   L + 5.75%; 1.00% Floor     06/30/2022       3,843       3,825       3,815  
DDS USA Holding, Inc.(2) (4) (6)   Health Care Equipment & Supplies     L + 5.75%; 1.00% Floor     06/30/2022       1,079       (5     (8
Diligent Corporation(2) (3)   Professional Services   8.03%   L + 5.50%; 1.00% Floor     04/14/2022     16,179       18,496       18,305  
Diligent Corporation(2) (3)   Professional Services   8.03%   L + 5.50%; 1.00% Floor     04/14/2022       512       505       505  
Diligent Corporation(2) (3) (4)   Professional Services   8.28%   L + 5.50%; 1.00% Floor     04/14/2022       1,300       491       504  
Diligent Corporation(2) (3) (4) (6)   Professional Services     L + 5.50%; 1.00% Floor     04/14/2022       247       (3     (3
Diligent Corporation(2) (3) (4) (6)   Professional Services     L + 5.50%; 1.00% Floor     04/14/2022       9,590       (120     (120
Elemica, Inc.(3)   Software   9.52%   L + 7.00%; 1.00% Floor     07/07/2021       41,438       40,844       40,920  
Elemica, Inc.(3) (4) (6)   Software     L + 7.00%; 1.00% Floor     07/07/2021       6,000       (80     (75
Empirix, Inc.(2) (3)   Diversified Telecommunication Services   8.93%   L + 6.25%; 1.00% Floor     09/25/2024       22,300       21,924       21,910  
Empirix, Inc.(2) (3) (4) (6)   Diversified Telecommunication Services     L + 6.25%; 1.00% Floor     09/25/2023       1,300       (22     (23
Fenergo Finance 3
Limited(2) (3) (7)
  Diversified Financial Services   9.13%   L + 6.25%; 1.00% Floor     09/05/2024     17,800       20,344       19,986  
Fenergo Finance 3
Limited(2) (3) (4) (6) (7)
  Diversified Financial Services     L + 6.25%; 1.00% Floor     09/05/2024       1,182       (20     (24
Fenergo Finance 3
Limited(2) (3) (4) (6) (7)
  Diversified Financial Services     L + 6.25%; 1.00% Floor     09/05/2024     1,500       (29     (59
Gastro Health Holdco,
LLC(2) (3)
  Health Care Providers & Services   8.74%   L + 6.00%; 1.00% Floor     09/04/2024       10,200       10,005       9,996  
Gastro Health Holdco,
LLC(2) (3) (4) (6)
  Health Care Providers & Services     L + 6.00%; 1.00% Floor     09/04/2023       2,000       (37     (40
Gastro Health Holdco,
LLC(2) (3) (4) (6)
  Health Care Providers & Services     L + 6.00%; 1.00% Floor     09/04/2024       5,100       (60     (102
Heligear Acquisition Co.(3) (5)   Aerospace & Defense   10.25%       10/15/2019       17,500       17,438       17,106  
Hygiena Borrower LLC   Life Sciences Tools & Services   6.80%   L + 4.00%; 1.00% Floor     08/26/2022       3,769       3,719       3,694  
Hygiena Borrower LLC(4) (6)   Life Sciences Tools & Services     L + 4.00%; 1.00% Floor     08/26/2022       380       (5     (8
Hygiena Borrower LLC(4) (6)   Life Sciences Tools & Services     L + 4.00%; 1.00% Floor     08/26/2022       571       (4     (11

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

14


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, 2018 (continued)

(in thousands, except share and per share amounts)

 

Portfolio Company   Industry   Interest Rate (+)   Reference Rate and
Spread (+)
  Maturity     Par Amount (++)     Cost     Fair Value  
iCIMS, Inc.(2) (3)   Software   8.94%   L + 6.50%; 1.00% Floor     09/12/2024     $ 29,895     $ 29,321     $ 29,297  
iCIMS, Inc.(2) (3) (4) (6)   Software     L + 6.50%; 1.00% Floor     09/12/2024       1,868       (35     (37
Infinity Sales Group(3) (8)   Media   13.31%   L + 10.50%; 1.00% Floor     11/23/2020       29,529       30,739       29,529  
Integral Ad Science, Inc.(2) (3)   Media   9.78%   L + 7.25% (incl.1.25%
PIK); 1.00% Floor
    07/19/2024       23,733       23,289       23,258  
Integral Ad Science, Inc.(2) (3) (4) (6)   Media     L + 6.00%; 1.00% Floor     07/19/2023       1,815       (33     (36
Iracore International Holdings, Inc.^ (3)   Energy Equipment & Services   11.63%   L + 9.00%; 1.00% Floor     04/12/2021       3,389       3,389       3,389  
Kawa Solar Holdings
Limited^ (3) (7) (9)
  Construction & Engineering     L + 8.00% PIK     05/26/2020       8,460       8,150       8,066  
Kawa Solar Holdings
Limited^ (3) (7) (10)
  Construction & Engineering         05/26/2020       5,201       2,683        
Legacy Buyer Corp.(3)   Health Care Providers & Services   10.81%   L + 8.00%; 1.00% Floor     10/24/2019       22,841       22,746       22,841  
Legacy Buyer Corp.(3) (4) (6)   Health Care Providers & Services     L + 8.00%; 1.00% Floor     10/24/2019       2,500       (10      
Lithium Technologies, Inc.(2) (3)   Internet Software & Services   10.39%   L + 8.00%; 1.00% Floor     10/03/2022       38,966       38,194       38,187  
Lithium Technologies,
Inc.(2) (3) (4) (6)
  Internet Software & Services     L + 8.00%; 1.00% Floor     10/03/2022       2,684       (50     (54
Madison-Kipp Corporation(3)   Machinery   11.53%   L + 9.00%; 1.00% Floor     05/26/2020       29,879       29,677       29,805  
Midwest Transport, Inc.(2)   Road & Rail   9.80%   L + 7.00%; 1.00% Floor     10/02/2023       12,541       12,421       12,416  
MMIT Holdings, LLC(2)   Health Care Technology   8.02%   L + 5.50%; 1.00% Floor     11/15/2024       8,900       8,725       8,722  
MMIT Holdings, LLC(2) (4) (6)   Health Care Technology     L + 5.50%; 1.00% Floor     11/15/2024       2,550       (50     (51
Netvoyage Corporation(2) (3)   Software   11.53%   L + 9.00%; 1.00% Floor     03/24/2022       8,601       8,477       8,494  
Netvoyage Corporation(2) (3) (4) (6)   Software     L + 9.00%; 1.00% Floor     03/24/2022       654       (8     (8
Picture Head Midco LLC(2) (3)   Media   9.27%   L + 6.75%; 1.00% Floor     08/31/2023       23,120       22,683       22,658  
Picture Head Midco LLC(2) (3) (4)   Media   9.27%   L + 6.75%; 1.00% Floor     08/31/2023       2,540       738       711  
Picture Head Midco
LLC(2) (3) (4) (6)
  Media     L + 6.75%; 1.00% Floor     08/31/2023       2,540       (47     (51
Power Stop, LLC(2)   Auto Components   7.55%   L + 4.75%     10/19/2025       7,600       7,581       7,562  
SF Home Décor, LLC(2) (3)   Household Products   12.31%   L + 9.50%; 1.00% Floor     07/13/2022       20,063       19,601       19,511  
SPay, Inc.(2) (3)   Internet Software & Services   8.22%   L + 5.75%; 1.00% Floor     06/17/2024       10,300       10,109       10,042  
SPay, Inc.(2) (3) (4)   Internet Software & Services   8.34%   L + 5.75%; 1.00% Floor     06/17/2024       1,140       815       807  
SPay, Inc.(2) (3) (4) (6)   Internet Software & Services     L + 5.75%; 1.00% Floor     06/17/2024       5,720       (52     (143
The Merit Distribution Group, LLC(3)   Distributors   14.06%   L + 11.25%; 0.50% Floor     04/08/2021       22,375       22,071       22,207  
US Med Acquisition, Inc.(3)   Health Care Equipment & Supplies   11.80%   L + 9.00%; 1.00% Floor     08/13/2021       29,954       29,643       27,782  
Vexos, Inc.(3)   Electronic Equipment, Instruments & Components   11.90%   L + 9.50%; 1.00% Floor     10/09/2019       36,235       36,089       35,872  
VRC Companies, LLC(3) (4)   Commercial Services & Supplies   9.03%   L + 6.50%; 1.00% Floor     03/31/2023       3,683       2,776       2,774  
VRC Companies, LLC(3) (4)   Commercial Services & Supplies   9.45%   L + 6.50%; 1.00% Floor     03/31/2022       175       88       88  
Wine.com, LLC(2)   Beverages   9.86%   L + 7.00%; 1.00% Floor     11/14/2024       6,400       6,274       6,272  
Wrike, Inc.(2)   Professional Services   9.28%   L + 6.75%; 1.00% Floor     12/31/2024       19,712       19,317       19,317  
Wrike, Inc.(2) (4) (6)   Professional Services     L + 6.75%; 1.00% Floor     12/31/2024       1,600       (32     (32
Xactly Corporation(2) (3)   Internet Software & Services   9.78%   L + 7.25%; 1.00% Floor     07/29/2022       22,860       22,504       22,517  
Xactly Corporation(2) (3) (4) (6)   Internet Software & Services     L + 7.25%; 1.00% Floor     07/29/2022       1,697       (25     (25
Yasso, Inc.(2) (3)   Food Products   10.27%   L + 7.75%; 1.00% Floor     03/23/2022       8,119       8,006       7,733  
           

 

 

   

 

 

 

Total 1st Lien/Senior Secured Debt

 

      738,626       729,604  
1st Lien/Last-Out Unitranche (11) – 15.05%

 

ASC Acquisition Holdings,
LLC(3)
  Distributors   10.03%   L + 7.50%; 1.00% Floor     12/15/2021       6,000       5,883       5,850  
Intelligent Document Solutions, Inc.(2) (3)   Diversified Financial Services   8.80%   L + 6.00%; 1.00% Floor     02/28/2024       11,900       11,555       11,543  
Mervin Manufacturing, Inc.(3)   Leisure Equipment & Products   9.94%   L + 7.50%     10/10/2019       11,165       11,120       10,746  
NTS Communications,
Inc.^ (3) (9)
  Diversified Telecommunication Services     L + 9.00% PIK; 1.25% Floor     06/06/2019       58,747       55,968       49,054  

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

15


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, 2018 (continued)

(in thousands, except share and per share amounts)

 

Portfolio Company   Industry   Interest Rate (+)   Reference Rate and
Spread (+)
  Maturity     Par Amount (++)     Cost     Fair Value  
NTS Communications,
Inc.^ (3)
  Diversified Telecommunication Services   11.81%   L + 9.00% PIK; 1.25% Floor     06/06/2019     $ 6,503     $ 6,309     $ 6,503  
RugsUSA, LLC(2) (3)   Household Products   9.31%   L + 6.50%; 1.00% Floor     04/30/2023       5,840       5,788       5,781  
Smarsh, Inc.(2) (3)   Software   10.41%   L + 7.88%; 1.00% Floor     03/31/2021       17,578       17,381       17,402  
           

 

 

   

 

 

 

Total 1st Lien/Last-Out Unitranche

 

      114,004       106,879  
2nd Lien/Senior Secured Debt – 55.21%

 

American Dental Partners,
Inc.(2) (3)
  Health Care Providers & Services   11.30%   L + 8.50%; 1.00% Floor     09/25/2023       5,738       5,624       5,623  
ASC Acquisition Holdings,
LLC(3) (9)
  Distributors     L + 17.00% (incl. 4.00%
PIK); 1.00% Floor
    12/15/2022       30,307       29,689       21,745  
ASC Acquisition Holdings,
LLC (3) (9)
  Distributors     L + 17.00% (incl. 4.00%
PIK); 1.00% Floor
    12/15/2022       24,851       24,423       17,831  
Bolttech Mannings, Inc.^^ (3)   Commercial Services & Supplies   10.74%   L + 8.00% PIK     11/19/2021       19,626       19,626       19,429  
Country Fresh Holdings,
LLC(2) (3)
  Food Products   11.20%   L + 8.75%; 1.00% Floor     10/02/2023       9,400       9,246       7,802  
DiscoverOrg, LLC(3)   Software   11.03%   L + 8.50%; 1.00% Floor     02/23/2024       59,500       58,540       59,054  
DuBois Chemicals, Inc.(2)   Chemicals   10.52%   L + 8.00%; 1.00% Floor     03/15/2025       26,220       25,775       25,696  
ERC Finance, LLC(2) (3)   Health Care Providers & Services   10.74%   L + 8.22%; 1.00% Floor     09/22/2025       19,800       19,404       19,404  
Genesis Acquisition
Co.(2) (3)
  Diversified Financial Services   10.02%   L + 7.50%     07/31/2025       7,000       6,832       6,808  
Genesis Acquisition Co.(2) (3) (4) (6)   Diversified Financial Services     L + 7.50%     07/31/2025       1,800       (21     (49
Hygiena Borrower LLC(3)   Life Sciences Tools & Services   10.55%   L + 7.75%; 1.00% Floor     08/26/2023       1,860       1,826       1,827  
Hygiena Borrower LLC(3) (4)   Life Sciences Tools & Services   10.55%   L + 7.75%; 1.00% Floor     08/26/2023       680       90       85  
ICP Industrial, Inc.(2) (3)   Chemicals   10.68%   L + 8.25%; 1.00% Floor     05/03/2024       20,400       19,960       19,941  
IHS Intermediate Inc.(3)   Health Care Providers & Services   10.74%   L + 8.25%; 1.00% Floor     07/20/2022       10,000       9,880       9,350  
Institutional Shareholder Services Inc.(2)   Diversified Financial Services   10.55%   L + 7.75%; 1.00% Floor     10/16/2025       5,100       5,077       4,998  
Market Track, LLC(2) (3)   Internet Catalog & Retail   10.18%   L + 7.75%; 1.00% Floor     06/05/2025       22,200       21,628       21,090  
MPI Products LLC(3)   Auto Components   11.71%   L + 9.00%; 1.00% Floor     01/30/2020       20,000       19,924       19,700  
National Spine and Pain Centers, LLC(2) (3)   Health Care Providers & Services   10.77%   L + 8.25%; 1.00% Floor     12/02/2024       19,100       18,615       18,623  
Odyssey Logistics & Technology Corporation(2)   Road & Rail   10.52%   L + 8.00%; 1.00% Floor     10/12/2025       18,722       18,339       18,207  
P2 Upstream Acquisition Co.   Software   10.60%   L + 8.00%; 1.00% Floor     04/30/2021       3,500       3,486       3,325  
SMB Shipping Logistics, LLC(2)   Air Freight & Logistics   10.86%   L + 8.00%; 1.00% Floor     02/03/2025       41,667       41,027       40,833  
Spectrum Plastics Group,
Inc.(2)
  Containers & Packaging   9.52%   L + 7.00%; 1.00% Floor     01/31/2026       6,248       6,219       6,060  
Viant Medical Holdings,
Inc.(2)
  Health Care Equipment & Supplies   10.55%   L + 7.75%     07/02/2026       8,260       8,181       8,012  
YI, LLC(2) (3)   Health Care Equipment & Supplies   10.55%   L + 7.75%; 1.00% Floor     11/07/2025       15,300       14,887       14,879  
Zep Inc.(2)   Chemicals   11.05%   L + 8.25%; 1.00% Floor     08/11/2025       23,800       23,274       21,658  
           

 

 

   

 

 

 

Total 2nd Lien/Senior Secured Debt

 

      411,551       391,931  
Unsecured Debt – 0.94%

 

CB-HDT Holdings, Inc.^ (3)   Aerospace & Defense   12.00% PIK       12/15/2019       3,931       3,931       3,922  
CB-HDT Holdings, Inc.^ (3)   Aerospace & Defense   12.00% PIK       03/05/2021       1,716       1,716       1,711  
Conergy Asia & ME Pte.
LTD.^ (3) (7)
  Construction & Engineering   10.00%       05/26/2020       1,064       1,064       1,064  
           

 

 

   

 

 

 

Total Unsecured Debt

 

    6,711       6,697  
           

 

 

   

 

 

 

Total Corporate Debt

 

    1,270,892       1,235,111  
           

 

 

   

 

 

 

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

16


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, 2018 (continued)

(in thousands, except share and per share amounts)

 

Portfolio Company   Industry        Coupon          Shares     Cost     Fair Value  
Preferred Stock (1) – 3.03%

 

Accuity Delivery Systems, LLC^ (2) (3) (5) (10)   Health Care Providers & Services       97,130     $ 3,200     $ 3,840  
CB-HDT Holdings, Inc.^ (3) (5) (10)   Aerospace & Defense       1,108,333       10,186       15,794  
Conergy Asia Holdings, Ltd.^ (3) (5) (7) (10)   Construction & Engineering       600,000       600        
Kawa Solar Holdings Limited^ (3) (5) (7) (9)   Construction & Engineering   8.00% PIK       58,430       778        
NTS Communications, Inc.^ (3) (5) (10)   Diversified Telecommunication Services       263       187        
Wine.com, LLC(2) (5) (10)   Beverages       221,072       1,900       1,900  
           

 

 

   

 

 

 

Total Preferred Stock

 

    16,851       21,534  
           

 

 

   

 

 

 
Common Stock (1) – 3.15%

 

Bolttech Mannings, Inc.^^ (3) (5) (10)   Commercial Services & Supplies       8,000       6,591       4,434  
CB-HDT Holdings, Inc.^ (3) (5) (10)   Aerospace & Defense       453,383       2,393       5,427  
Collaborative Imaging Holdco, LLC –
Class B^^^ (2) (3) (5)
  Health Care Providers & Services       8,464       1,141       1,330  
Collaborative Imaging Holdco, LLC –
Class C^^^ (2) (3) (5) (7) (10)
  Health Care Providers & Services       7,988       159       221  
Conergy Asia Holdings, Ltd.^ (3) (5) (7) (10)   Construction & Engineering       2,000       4,700        
Continuum Managed Services LLC –
Class A(2) (3) (5) (10)
  IT Services       733       732       842  
Continuum Managed Services LLC –
Class B(2) (3) (5) (10)
  IT Services       496,698       7       268  
Elah Holdings, Inc.^ (2) (3) (5) (10)   Capital Markets       46,214       2,234       2,234  
Iracore International Holdings, Inc.^ (3) (5) (10)   Energy Equipment & Services       28,898       7,003       4,418  
Kawa Solar Holdings Limited^ (3) (5) (7) (10)   Construction & Engineering       1,399,556              
National Spine and Pain Centers, LLC(2) (3) (5) (10)   Health Care Providers & Services       600       600       318  
NTS Communications, Inc.^ (3) (5) (10)   Diversified Telecommunication Services       595,215       3        
Prairie Provident Resources, Inc.^^^ (7) (10)   Oil, Gas & Consumable Fuels       3,579,988       9,237       504  
Wrike, Inc.(2) (5) (10)   Professional Services       348,478       2,165       2,165  
Yasso, Inc.(2) (3) (5) (10)   Food Products       850       850       182  
           

 

 

   

 

 

 

Total Common Stock

 

    37,815       22,343  
           

 

 

   

 

 

 
Portfolio Company                         LLC Interest     Cost     Fair Value  
Investment Funds & Vehicles (1) – 13.59%          
Senior Credit Fund, LLC^^ (7)       $ 100,000     $ 100,000     $ 96,456  
           

 

 

   

 

 

 

Total Investment Funds & Vehicles

          100,000       96,456  
           

 

 

   

 

 

 
TOTAL INVESTMENTS – 193.75%       $ 1,425,558     $ 1,375,444  
           

 

 

   

 

 

 
LIABILITIES IN EXCESS OF OTHER ASSETS – (93.75%)         $ (665,552
             

 

 

 
NET ASSETS – 100.00%         $ 709,892  
             

 

 

 

 

(+)   

The Consolidated Schedule of Investments discloses the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of December 31, 2018, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 3.01%, 2.88%, 2.81%, 2.61%, 2.50% and 2.41%, respectively. As of December 31, 2018, P was 5.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2018.

(++)   

Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, Euro (“€”).

#  

Percentages are based on net assets.

^   

As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.

^^   

As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. See Note 3 “Significant Agreements and Related Party Transactions”.

^^^   

The portfolio company is otherwise deemed to be an “affiliated person” of the Company under the Investment Company Act of 1940. See Note 3 “Significant Agreements and Related Party Transactions”.

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

17


Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, 2018 (continued)

(in thousands, except share and per share amounts)

 

(1)   

Assets are pledged as collateral for the Revolving Credit Facility. See Note 6 “Debt”.

(2)   

Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

(3)   

The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

(4)   

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See Note 8 “Commitments and Contingencies”.

(5)   

Securities exempt from registration under the Securities Act, and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2018, the aggregate fair value of these securities is $78,879 or 11.11% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

 

Investment    Acquisition Date
Accuity Delivery Systems, LLC – Preferred Stock    06/13/2018
Artesyn Embedded Technologies, Inc. – 1st Lien/Senior Secured Debt    09/26/2013
Bolttech Mannings, Inc. – Common Stock    12/22/2017
CB-HDT Holdings, Inc. – Preferred Stock    07/01/2016
CB-HDT Holdings, Inc. – Common Stock    07/01/2016
Collaborative Imaging Holdco, LLC – Class B – Common Stock    03/30/2018
Collaborative Imaging Holdco, LLC – Class C – Common Stock    03/30/2018
Conergy Asia Holdings, Ltd. – Common Stock    07/31/2017
Conergy Asia Holdings, Ltd. – Preferred Stock    08/23/2017
Continuum Managed Services LLC – Class A – Common Stock    06/08/2017
Continuum Managed Services LLC – Class B – Common Stock    06/08/2017
Elah Holdings, Inc. – Common Stock    05/09/2018
Heligear Acquisition Co. – 1st Lien/Senior Secured Debt    09/30/2014
Iracore International Holdings, Inc. – Common Stock    04/13/2017
Kawa Solar Holdings Limited – Common Stock    08/17/2016
Kawa Solar Holdings Limited – Preferred Stock    10/25/2016
NTS Communications, Inc. – Preferred Stock    07/22/2016
NTS Communications, Inc. – Common Stock    07/22/2016
National Spine and Pain Centers, LLC – Common Stock    06/02/2017
Wine.com, LLC – Preferred Stock    11/14/2018
Wrike, Inc. – Common Stock    12/31/2018
Yasso, Inc. – Common Stock    03/23/2017

 

(6)   

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(7)   

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2018 the aggregate fair value of these securities is $126,214 or 9.03% of the Company’s total assets.

(8)   

The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies”.

(9)   

The investment is on non-accrual status as of December 31, 2018.

(10)   

Non-income producing security.

(11)   

In exchange for the greater risk of loss, the “last-out” portion of the Company’s unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion that the Company would continue to hold.

PIK – Payment-In-Kind

ADDITIONAL INFORMATION

Foreign currency forward contracts

 

Counterparty      Currency
Purchased
       Currency
Sold
       Settlement       

Unrealized Appreciation

(Depreciation)

 
Bank of America, N.A.        USD 352          EUR 300          01/04/2019        $ 8  
Bank of America, N.A.        USD 288          EUR 245          02/05/2019          6  
Bank of America, N.A.        USD 355          EUR 301          04/03/2019          8  
Bank of America, N.A.        USD 309          EUR 260          05/06/2019          7  
Bank of America, N.A.        USD 375          EUR 315          07/03/2019          8  
Bank of America, N.A.        USD 311          EUR 260          08/05/2019          7  
Bank of America, N.A.        USD 394          EUR 329          10/04/2019          9  
Bank of America, N.A.        USD 324          EUR 269          11/05/2019          7  
Bank of America, N.A.        USD 393          EUR 325          01/06/2020          9  
Bank of America, N.A.        USD 399          EUR 327          04/06/2020          10  
Bank of America, N.A.        USD 400          EUR 325          07/06/2020          10  
                   

 

 

 
                    $ 89  
                   

 

 

 

Currency Abbreviations:

EUR – Euro

USD – U.S. Dollar

 

The accompanying notes are part of these unaudited consolidated financial statements.

 

18


Goldman Sachs BDC, Inc.

Notes to the Consolidated Financial Statements

(in thousands, except share and per share amounts)

(Unaudited)

 

1.

ORGANIZATION

Goldman Sachs BDC, Inc. (the “Company,” which term refers to either Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc. together with its consolidated subsidiaries, as the context may require) was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company (“SMLLC”), on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. (“Group Inc.”) as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, 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”), commencing with its taxable year ended December 31, 2013.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to Group Inc., together with GS & Co., GSAM and its other subsidiaries.

On March 23, 2015, the Company completed its initial public offering (“IPO”) and the Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “GSBD”.

The Company has formed wholly owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain equity or equity-like investments in portfolio companies.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2019. The results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

Basis of Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiaries, BDC Blocker I, LLC (formerly known as My-On BDC Blocker, LLC), GSBD Blocker II, LLC and GSBD Wine I, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

 

19


The Company did not consolidate its previous equity interest in Senior Credit Fund, LLC (the “Senior Credit Fund”). For further description of the Company’s previous investment in the Senior Credit Fund, see Note 4 “Investments”.

Revenue Recognition

The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. For the three and six months ended June 30, 2019, the Company earned $1,068 and $1,714 in prepayment premiums, respectively, and $1,660 and $2,697 in accelerated accretion of upfront loan origination fees and unamortized discounts, respectively. For the three and six months ended June 30, 2018, the Company earned $1,390 and $1,866 in prepayment premiums, respectively, and $508 and $1,341 in accelerated accretion of upfront loan origination fees and unamortized discounts, respectively.

Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another account managed by the Investment Adviser.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.

Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of June 30, 2019, the Company had certain investments held in three portfolio companies on non-accrual status, which represented 3.9% and 3.5% of the total investments at amortized cost and at fair value, respectively. As of December 31, 2018, the Company had certain investments held in three portfolio companies on non-accrual status, which represented 8.3% and 7.0% of the total investments at amortized cost and at fair value, respectively.

Investments

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by the board of directors (the “Board of Directors”) within the meaning of the Investment Company Act.

 

20


Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement”.

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Investment Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures adopted by the Board of Directors, market quotations are generally used to assess the value of the investments for which market quotations are readily available. The Investment Adviser obtains these market quotations from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available; otherwise from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Board of Directors or Investment Adviser has a bona fide reason to believe any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by the Board of Directors contemplate a multi-step valuation process each quarter, as described below:

 

  (1)

The 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)

The Board of Directors also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information provided by the investment professionals of the Investment Adviser and the portfolio companies as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Board of Directors or the Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

 

  (3)

The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the Controllers Department within the Finance Division of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Private Investment Valuation and Side Pocket Working Group of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment decision making process;

 

  (4)

The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors;

 

  (5)

The Audit Committee of the Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, the Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and

 

  (6)

The Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Investment Adviser, the Independent Valuation Advisors and the Audit Committee.

Money Market Funds

Investments in money market funds are valued at net asset value (“NAV”) per share. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash

Cash consists of deposits held at a custodian bank. As of June 30, 2019 and December 31, 2018, the Company held an aggregate cash balance of $10,122 and $6,113, respectively. Foreign currency of $1,228 and $257 (acquisition cost of $1,224 and $255) is included in cash as of June 30, 2019 and December 31, 2018, respectively.

 

21


Foreign Currency Translation

Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities are included with the net change in unrealized gains (losses) on foreign currency translations on the Consolidated Statements of Operations.

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Derivatives

Foreign currency forward contracts

The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date.

The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on the Consolidated Statements of Operations.

Income Taxes

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statements of Operations.

The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2013. So long as the Company maintains its status as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required. For the three and six months ended June 30, 2019, the Company accrued excise taxes of $446 and $888, respectively. As of June 30, 2019, $1,070 of accrued excise taxes remained payable. For the three and six months ended June 30, 2018, the Company accrued excise taxes of $304 and $589, respectively.

 

22


Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations. For the three and six months ended June 30, 2019, the Company accrued provision for taxes on realized gains on investments of $121 and $121, respectively. For the three and six months ended June 30, 2019, the Company accrued provision for taxes on unrealized gains on investments of $(152) and $52, respectively. As of June 30, 2019, $550 of income taxes remained payable. For the three and six months ended June 30, 2018, the Company accrued provision for taxes on realized gains on investments of $1 and $(446), respectively. For the three and six months ended June 30, 2018, the Company accrued provision for taxes on unrealized gains on investments of $0 and $0, respectively.

Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Stockholders who receive distributions in the form of shares of common stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions and, for this purpose, stockholders receiving distributions in the form of stock will generally be treated as receiving distributions equal to the fair market value of the stock received through the plan; however, since their cash distributions will be reinvested, those stockholders will not receive cash with which to pay any applicable taxes. Due to regulatory considerations, Group Inc. has opted out of the dividend reinvestment plan, and GS & Co. has opted out of the dividend reinvestment plan in respect of shares of the Company’s common stock acquired through its 10b5-1 plan.

Deferred Financing and Debt Issuance Costs

Deferred financing and debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with SunTrust Bank, as administrative agent, and Bank of America, N.A., as syndication agent, and the offering of the Company’s 4.50% Convertible Notes due 2022 (the “Convertible Notes”). These costs are amortized using the straight-line method over the respective term of the Revolving Credit Facility and Convertible Notes. Deferred financing costs related to the Revolving Credit Facility are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Deferred debt issuance costs related to the Convertible Notes are presented net against the outstanding debt balance on the Consolidated Statements of Assets and Liabilities.

Deferred Offering Costs

The Company records expenses related to registration statement filings and applicable offering costs as deferred offering costs. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in-capital upon each such offering.

New Accounting Pronouncements

In October 2018, the U.S Securities Exchange Commission (“SEC”) adopted the final rule under SEC release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The Company is no longer required to present components of distributable earnings on the Consolidated Statements of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Consolidated Statements of Changes in Net Assets. Prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported. The following provides the prior period reclassifications.

 

23


Consolidated Statements of Changes in Net Assets – The table below provides a reconciliation for previously disclosed distributions from net investment income and realized gain for the six months ended June 30, 2018 to distributions from distributable earnings as disclosed in the current filing.

 

Distributions to stockholders from:   

For the six months
ended

June 30, 2018

 
Net investment income    $ (36,148

Total distributions to stockholders

   $ (36,148

 

3.

SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Management Agreement

The Company has entered into an investment management agreement (as amended and restated as of June 15, 2018, the “Investment Management Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), accrued and payable quarterly in arrears. The Management Fee is calculated at (i) an annual rate of 1.50% (0.375% per quarter) (the “Original Rate”) through June 14, 2018 and (ii) an annual rate of 1.00% (0.25% per quarter) (the “New Rate”) thereafter, in each case, of the average value of the Company’s gross assets (excluding cash or cash equivalents but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. The Management Fee for any partial quarter (including any quarter during which both the Original Rate and the New Rate were in effect) will be appropriately prorated based on the actual number of days elapsed relative to the total number of days in such calendar quarter.

For the three and six months ended June 30, 2019, Management Fees amounted to $3,742 and $7,278, respectively. As of June 30, 2019, $3,742 remained payable. For the three and six months ended June 30, 2018, Management Fees amounted to $4,479 and $9,282, respectively.

Incentive Fee

The incentive fee (the “Incentive Fee”) consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. Effective as of January 1, 2015, the Incentive Fee is calculated as follows:

A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below. The Investment Adviser is entitled to receive the Incentive Fee based on income if Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” of 1.75%. For this purpose, the hurdle is computed by reference to the Company’s NAV and does not take into account changes in the market price of the Company’s common stock.

The Incentive Fee based on income is determined and paid quarterly in arrears at the end of each calendar quarter by reference to the Company’s aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters (or if shorter, the number of quarters that have occurred since January 1, 2015) (such period the “Trailing Twelve Quarters”). The Incentive Fee based on capital gains is determined and paid annually in arrears at the end of each calendar year by reference to an “Annual Period,” which means the period beginning on January 1 of each calendar year and ending on December 31 of such calendar year or, in the case of the first and last year, the appropriate portion thereof.

The hurdle amount for the Incentive Fee based on income is determined on a quarterly basis and is equal to 1.75% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for subscriptions (which includes all of the Company’s issuances of shares of its common stock, including issuances pursuant to its dividend reinvestment plan) and distributions that occurred during the relevant Trailing Twelve Quarters. The Incentive Fee for any partial period will be appropriately prorated.

i. Quarterly Incentive Fee Based on Income

For the portion of the Incentive Fee based on income, the Company pays the Investment Adviser a quarterly Incentive Fee based on the amount by which (A) aggregate net investment income (“Ordinary Income”) in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount”. Ordinary Income is net of all fees and expenses, including the Management Fee but excluding any Incentive Fee.

 

24


The Incentive Fee based on income for each quarter is determined as follows:

 

   

No Incentive Fee based on income is payable to the Investment Adviser for any calendar quarter for which there is no Excess Income Amount;

 

   

100% of the Ordinary Income, if any, that exceeds the hurdle amount, but is less than or equal to an amount, referred to as the “Catch-up Amount,” determined as the sum of 2.1875% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters is included in the calculation of the Incentive Fee based on income; and

 

   

20% of the Ordinary Income that exceeds the Catch-up Amount is included in the calculation of the Incentive Fee based on income.

The amount of the Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter equals the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but not in excess of the Incentive Fee Cap (as described below).

The Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 20% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.

“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company pays no Incentive Fee based on income to the Investment Adviser for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

ii. Annual Incentive Fee Based on Capital Gains.

The portion of the Incentive Fee based on capital gains is calculated on an annual basis. For each Annual Period, the Company pays the Investment Adviser an amount equal to (A) 20% of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, in each case from April 1, 2013 until the end of such Annual Period minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to the Investment Adviser from April 1, 2013. For the avoidance of doubt, unrealized capital appreciation is excluded from the calculation in clause (A) above.

The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to 20% of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods. If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future.

For the three and six months ended June 30, 2019, the Company incurred Incentive Fees based on income of $4,144 and $4,637, respectively. As of June 30, 2019, $4,144 remained payable. For the three and six months ended June 30, 2018, the Company incurred Incentive Fees based on income of $4,342 and $9,026, respectively. For the three and six months ended June 30, 2019 and 2018, the Company did not accrue or pay any Incentive Fees based on capital gains.

Administration and Custodian Fees

The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its

 

25


services as it determines to be commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).

For the three and six months ended June 30, 2019, the Company incurred expenses for services provided by the Administrator and the Custodian of $235 and $472, respectively. As of June 30, 2019, $157 remained payable. For the three and six months ended June 30, 2018, the Company incurred expenses for services provided by the Administrator and the Custodian of $228 and $455, respectively.

Transfer Agent Fees

Effective May 2, 2016, the Company entered into a transfer agency and services agreement pursuant to which Computershare Trust Company, N.A. serves as the Company’s transfer agent (the “Transfer Agent”), dividend agent and registrar. From the IPO to May 1, 2016, State Street Bank and Trust Company served as the Transfer Agent and dividend agent. Prior to the IPO, GS & Co. was the Transfer Agent. For the three and six months ended June 30, 2019, the Company incurred expenses for services provided by the Transfer Agent of $4 and $7, respectively. As of June 30, 2019, $2 remained payable. For the three and six months ended June 30, 2018, the Company incurred expenses for services provided by the Transfer Agent of $4 and $8, respectively.

Common Stock Repurchase Plans

In February 2016, the Board of Directors authorized the Company to repurchase up to $25,000 of the Company’s common stock if the stock trades below the most recently announced NAV per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share), from March 18, 2016 to March 18, 2017, subject to certain limitations. In February 2017, the Company’s Board of Directors renewed its authorization of the stock repurchase plan to extend the expiration to March 18, 2018, in February 2018, again renewed its authorization of the stock repurchase plan to extend the expiration to March 18, 2019 and, in February 2019, again renewed its authorization of the stock repurchase plan to extend the expiration to March 18, 2020.

In connection with this authorization, the Company entered into a 10b5-1 plan (the “Company 10b5-1 Plan”). The Company 10b5-1 Plan initially took effect on March 18, 2016 (with any purchases to commence after the opening of NYSE trading on March 21, 2016), was subsequently renewed and expired on March 18, 2018. The Company entered into an agreement to renew the Company 10b5-1 Plan on May 14, 2018, which was terminated on June 27, 2018 in connection with the Company’s offering of Convertible Notes. See Notes 6 “Debt”. On June 27, 2018, the Company entered into an agreement to renew the Company 10b5-1 Plan with any purchases pursuant to the agreement to commence on September 25, 2018. The Company 10b5-1 Plan expired on March 18, 2019.

In February 2019, our Board of Directors approved a new common stock repurchase plan (the “New Company 10b5-1 Plan”), which provides for us to repurchase up to $25,000 of shares of our common stock if the stock trades below the most recently announced net asset value per share, subject to limitations. Under the New Company 10b5-1 Plan, no purchases will be made if such purchases would (i) cause the aggregate ownership of our outstanding stock by Group Inc. and GS & Co. to equal or exceed 25.0% (due to the reduction in outstanding shares of stock as a result of purchase) or (ii) cause our Debt/Equity Ratio to exceed the lower of (a) 1.40 or (b) the Maximum Debt/Equity Ratio. In the New Company 10b5-1 Plan, “Debt/Equity Ratio” means the sum of debt on the Consolidated Statements of Assets and Liabilities and the total notional value of the Purchaser’s unfunded commitments divided by 85% of total equity, as of the most recent reported financial statement end date, and “Maximum Debt/Equity Ratio” means the sum of debt on the balance sheet and committed uncalled debt divided by net assets, as of the most recent reported financial statement end date. The New Company 10b5-1 Plan took effect on March 18, 2019, expires on March 18, 2020 and purchases thereunder will be conducted on a programmatic basis in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and other applicable securities laws.

The Company’s repurchase of its common stock under the New Company 10b5-1 Plan or otherwise may result in the price of the Company’s common stock being higher than the price that otherwise might exist in the open market. For the three and six months ended June 30, 2019 and 2018, the Company did not repurchase any of its common stock pursuant to the Company 10b5-1 Plan, the New Company 10b5-1 Plan or otherwise.

Affiliates

As of June 30, 2019 and December 31, 2018, Group Inc. owned 16.09% and 16.12%, respectively, of the outstanding shares of the Company’s common stock.

 

26


The Company’s investments in affiliates for the six months ended June 30, 2019 were as follows:

 

     

Fair Value as of

December 31,

2018

    

Gross

Additions(3)

    

Gross

Reductions(4)

   

Net Realized
Gain(Loss)

   

Net Change in
Unrealized
Appreciation

(Depreciation)

   

Fair Value as
of June 30,

2019

     Dividend,
Interest,
PIK and
Other
Income
 
Controlled Affiliates                  
Animal Supply Holdings LLC    $      $ 58,008      $     $     $ (33   $ 57,975      $ 79  
Bolttech Mannings, Inc.      23,863        1,083                    (1,965     22,981        1,084  
Senior Credit Fund, LLC(1)      96,456        125,555        (224,882     (673     3,544              3,450  
Total Controlled Affiliates    $ 120,319      $ 184,646      $ (224,882   $ (673   $ 1,546     $ 80,956      $ 4,613  
Non-Controlled Affiliates                  
Goldman Sachs Financial Square Government Fund (2)    $      $ 169,744      $ (169,744   $     $     $      $ 40  
Accuity Delivery Systems, LLC      13,730        25                    692       14,447        527  
CB-HDT Holdings, Inc.      26,854        335                    289       27,478        336  
Collaborative Imaging Holdco, LLC      10,273        8                    409       10,690        463  
Conergy Asia Holdings, Ltd      1,064                                 1,064        53  
Elah Holdings, Inc.      2,234                          

 
    2,234         
Iracore International Holdings, Ltd      7,807                           1,939       9,746        196  
Kawa Solar Holdings Limited      8,066               (4,547           398       3,917         
NTS Communications, Inc.      55,557        417                    (385     55,589        431  
Prairie Provident Resources, Inc.      504                           (258     246         
Total Non-Controlled Affiliates    $ 126,089      $ 170,529      $ (174,291   $     $ 3,084     $ 125,411      $ 2,046  
Total Affiliates    $ 246,408      $ 355,175      $ (399,173   $ (673   $ 4,630     $ 206,367      $ 6,659  

 

(1)  

Together with The Regents of the University of California (“Cal Regents”, and collectively with the Company, the “Members”), the Company previously invested through the Senior Credit Fund. Although the Company owned more than 25% of the voting securities of the Senior Credit Fund, the Company does not believe that it had control over the Senior Credit Fund (other than for purposes of the Investment Company Act). See Note 4 “Investments”.

(2)  

Fund advised by an affiliate of Goldman Sachs.

(3)  

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(4)  

Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

The Company’s investments in affiliates for the year ended December 31, 2018 were as follows:

 

     

Fair Value as of

December 31,

2017

    

Gross

Additions(3)

    

Gross

Reductions(4)

   

Net Realized
Gain(Loss)

    

Net Change in

Unrealized
Appreciation

(Depreciation)

   

Fair Value as of

December 31,

2018

    

Dividend,

Interest,
PIK and
Other

Income

 
Controlled Affiliates                   
Bolttech Mannings, Inc.    $ 20,569      $ 5,648      $     $      $ (2,354   $ 23,863      $ 1,791  
Senior Credit Fund, LLC(1)      92,097        5,658                     (1,299     96,456        10,550  
Total Controlled Affiliates    $ 112,666      $ 11,306      $     $      $ (3,653   $ 120,319      $ 12,341  
Non-Controlled Affiliates                   
Goldman Sachs Financial Square Government Fund(2)    $ 11,539      $ 243,137      $ (254,676   $      $     $      $ 53  
Accuity Delivery Systems, LLC             13,092                     638       13,730        568  
CB-HDT Holdings, Inc.      19,345        2,148                     5,361       26,854        589  
Collaborative Imaging Holdco, LLC             10,077                     196       10,273        703  
Conergy Asia Holdings, Ltd      4,832        664                     (4,432     1,064        68  
Elah Holdings, Inc.             2,234                           2,234         
Iracore International Holdings, Ltd      9,602                            (1,795     7,807        380  
Kawa Solar Holdings Limited      8,918        153        (664     9        (350     8,066        151  
NTS Communications, Inc.      51,538        6,459                     (2,440     55,557        6,453  
Prairie Provident Resources, Inc.      1,233                            (729     504         
Total Non-Controlled Affiliates    $ 107,007      $ 277,964      $ (255,340   $ 9      $ (3,551   $ 126,089      $ 8,965  
Total Affiliates    $ 219,673      $ 289,270      $ (255,340   $ 9      $ (7,204   $ 246,408      $ 21,306  

 

(1)  

Together with Cal Regents, the Company previously invested through the Senior Credit Fund. Although the Company owns more than 25% of the voting securities of the Senior Credit Fund, the Company does not believe that it had control over the Senior Credit Fund (other than for purposes of the Investment Company Act). See Note 4 “Investments”.

 

27


(2)  

Fund advised by an affiliate of Goldman Sachs.

(3)   

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(4)   

Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of June 30, 2019 and December 31, 2018, there were $440 and $282, respectively, included within Accrued expenses and other liabilities paid by the Investment Adviser and its affiliates on behalf of the Company.

Co-investment Activity

In certain circumstances, negotiated co-investments by the Company and other funds managed by the Investment Adviser may be made only pursuant to an order from the SEC permitting the Company to do so. On January 4, 2017, the SEC granted exemptive relief (“Exemptive Relief”) that permits the Company to co-invest with Goldman Sachs Private Middle Market Credit LLC (“GS PMMC”), Goldman Sachs Middle Market Lending Corp. (“GS MMLC”), Goldman Sachs Private Middle Market Credit II LLC (“GS PMMC II”) and certain other funds that may be managed by GSAM, including the GSAM Credit Alternatives Team, after the date of the exemptive order, subject to certain conditions including that co-investments are made in a manner consistent with the Company’s investment objectives, positions, policies, strategies and restrictions, as well as regulatory requirements and pursuant to the conditions required by the Exemptive Relief, and are allocated fairly among participants. The GSAM Credit Alternatives Team is comprised of investment professionals dedicated to the Company’s investment strategy and other funds that share a similar investment strategy with the Company, who are responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments, together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Exemptive Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company. As a result of the Exemptive Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of GS PMMC, GS MMLC, GS PMMC II and/or other funds established by the GSAM Credit Alternatives Team that could avail themselves of the Exemptive Relief.

 

4.

INVESTMENTS

As of the dates indicated, the Company’s investments consisted of the following:

 

     June 30, 2019      December 31, 2018  
Investment Type    Cost      Fair Value      Cost      Fair Value  
1st Lien/Senior Secured Debt    $ 1,052,748      $ 1,040,348      $ 738,626      $ 729,604  
1st Lien/Last-Out Unitranche      108,551        101,214        114,004        106,879  
2nd Lien/Senior Secured Debt      295,341        283,418        411,551        391,931  
Unsecured Debt      7,047        7,047        6,711        6,697  
Preferred Stock      41,851        47,758        16,851        21,534  
Common Stock      67,885        53,925        37,815        22,343  
Investment Funds & Vehicles(1)                    100,000        96,456  

Total Investments

   $ 1,573,423      $ 1,533,710      $ 1,425,558      $ 1,375,444  

 

(1)   

Includes equity investment in the Senior Credit Fund as of December 31, 2018.

 

28


As of the dates indicated, the industry composition of the Company’s portfolio at fair value and net assets was as follows:

 

     June 30, 2019     December 31, 2018  
Industry    Fair Value     Net Assets     Fair Value     Net Assets  
Software      9.2     20.2     11.5     22.3
Health Care Providers & Services      8.7       19.2       8.0       15.5  
Internet Software & Services      6.7       14.9       5.2       10.0  
Media      6.0       13.2       5.5       10.7  
IT Services      5.3       11.8       4.8       9.4  
Diversified Telecommunication Services      5.0       11.1       5.6       10.9  
Health Care Technology      4.9       10.9       1.6       3.1  
Health Care Equipment & Supplies      4.9       10.9       4.3       8.2  
Commercial Services & Supplies      4.2       9.3       2.0       3.8  
Chemicals      4.0       8.9       4.9       9.5  
Distributors      3.8       8.4       5.8       11.2  
Electronic Equipment, Instruments & Components      3.6       8.0       4.0       7.6  
Real Estate Management & Development      3.4       7.5       0.9       1.8  
Air Freight & Logistics      3.1       6.8       3.0       5.8  
Aerospace & Defense      2.9       6.4       3.2       6.2  
Diversified Financial Services      2.7       5.9       3.1       6.1  
Professional Services      2.6       5.8       3.0       5.7  
Road & Rail      2.5       5.5       2.2       4.3  
Machinery      1.9       4.3       2.2       4.2  
Diversified Consumer Services      1.9       4.1              
Auto Components      1.7       3.7       2.0       3.8  
Internet Catalog & Retail      1.7       3.7       1.5       3.0  
Household Products      1.6       3.6       1.8       3.6  
Transportation Infrastructure      1.4       3.1              
Life Sciences Tools & Services      0.9       2.0       0.4       0.8  
Textiles, Apparel & Luxury Goods      0.9       2.0              
Leisure Equipment & Products      0.7       1.6       0.8       1.5  
Energy Equipment & Services      0.6       1.4       0.6       1.1  
Food Products      0.6       1.3       1.1       2.2  
Beverages      0.5       1.2       0.6       1.2  
Communications Equipment      0.5       1.1              
Capital Markets      0.5       1.0       0.2       0.3  
Hotels, Restaurants & Leisure      0.4       0.9              
Containers & Packaging      0.4       0.8       0.4       0.9  
Construction & Engineering      0.3       0.7       0.7       1.3  
Oil, Gas & Consumable Fuels                        0.1  
Oil & Gas                         
Investment Funds & Vehicles                  7.0       13.6  
Specialty Retail                  2.1       4.1  

Total

     100.0     221.2     100.0     193.8

As of the dates indicated, the geographic composition of the Company’s portfolio at fair value was as follows:

 

Geographic    June 30, 2019     December 31, 2018  
United States      95.5     97.9
Canada      2.8        
Ireland      1.3       1.4  
Germany      0.3       0.6  
Singapore      0.1       0.1  

Total

     100.0     100.0

 

29


Senior Credit Fund, LLC

The Senior Credit Fund, an unconsolidated Delaware limited liability company, was formed on May 7, 2014 and commenced operations on October 1, 2014. The Company invested together with Cal Regents through the Senior Credit Fund. The Senior Credit Fund’s principal purpose was to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies. Each of the Company and Cal Regents were responsible for sourcing the Senior Credit Fund’s investments. Each of the Company and Cal Regents had a 50% economic ownership in the Senior Credit Fund and each had subscribed to and has fully contributed $100,000. On December 19, 2016, SPV I entered into an amended and restated credit facility (as amended, the “Asset Based Facility”), which consisted of a revolving credit facility (the “SPV I Revolving Credit Facility”), a term loan facility (the “SPV I Term Loan Facility”) and a Class B loan facility (the “SPV I Class B Facility”), with various lenders. For the Asset Based Facility, Natixis, New York Branch (“Natixis”) served as the facility agent, and State Street Bank and Trust Company served as the collateral agent. On February 27, 2019, the board of managers of the Senior Credit Fund authorized the liquidation and subsequent dissolution of the Senior Credit Fund and the pro-rata distribution of its assets and liabilities to the members of the Senior Credit Fund. On May 8, 2019, the Company and Cal Regents each contributed $125,555 to the Senior Credit Fund, which was used by the Senior Credit Fund to repay in full all outstanding indebtedness, including all accrued and unpaid interest and fees, under the Asset Based Facility and to fund certain other related expenses that the Senior Credit Fund expects to incur in connection with its dissolution. The Asset Based Facility was then terminated and all liens securing the collateral under the Asset Based Facility were released and terminated.

Following the repayment and termination of the aforementioned Asset Based Facility, the Senior Credit Fund distributed to its pro rata share of the assets of the Senior Credit Fund. The pro rata portion of the assets received by the Company included senior secured loans of $215,103 and $210,088 at amortized cost and at fair value, respectively and cash of $8,250. In addition the Company assumed the obligation to fund outstanding unfunded commitments of the Senior Credit Fund that totaled $5,664, representing its pro rata portion of all unfunded commitments of the Senior Credit Fund at such time. The pro rata portion of the assets received by the Company have been included in the Company’s consolidated financial statements and notes thereto.

As of June 30, 2019, the Senior Credit Fund consisted of cash and cash equivalents, and other liabilities that represents an amount due to its members of approximately $3,058. The Company included $1,529 within Other Assets on the Consolidated Statement of Asset and Liabilities in respect of its pro rata portion of the amount due from the Senior Credit Fund to its members. After the satisfaction of all remaining liabilities and the distribution of any remaining assets, including the Company’s pro rata share of any interest payments from certain portfolio investments of the Senior Credit Fund, the Senior Credit Fund will be terminated.

As of December 31, 2018, the Senior Credit Fund had total investments at fair value of $451,801 and had an investment in a money market fund managed by an affiliate of Group Inc. with a total fair value of $5,292. As of December 31, 2018, the Senior Credit Fund had one portfolio company on non-accrual status. In addition, as of December 31, 2018, the Senior Credit Fund had ten portfolio companies with unfunded commitments totaling $17,114.

 

30


Senior Credit Fund Portfolio as of December 31, 2018

 

 

Portfolio Company   Industry    Interest Rate (+)   

Reference Rate and

Spread (+)

  Maturity     Par Amount     Cost     Fair Value  
1st Lien/Senior Secured Debt

 

3SI Security Systems, Inc.   Commercial Services & Supplies    8.54%    L + 5.75%; 1.00% Floor     06/16/2023     $ 29,849     $ 29,533     $ 29,550  
A Place For Mom, Inc.   Diversified Consumer Services    6.27%    L + 3.75%; 1.00% Floor     08/10/2024       17,865       17,849       17,865  
AMCP Clean Acquisition Company, LLC   Commercial Services & Supplies    7.05%    L + 4.25%     06/16/2025       8,827       8,785       8,705  
AMCP Clean Acquisition Company, LLC(1)   Commercial Services & Supplies    6.93%    L + 4.25%     06/16/2025       2,129       826       804  
Ansira Partners, Inc.   Media    8.27%    L + 5.75%; 1.00% Floor     12/20/2022       9,249       9,182       9,203  
Ansira Partners, Inc.(1)   Media    8.27%    L + 5.75%; 1.00% Floor     12/20/2022       566       136       138  
ATX Networks Corp.   Communications Equipment    9.80%    L + 7.00% (Incl. 1.00% PIK); 1.00% Floor     06/11/2021       14,976       14,903       14,078  
ATX Networks Corp.   Communications Equipment    9.80%    L + 7.00% (Incl. 1.00% PIK); 1.00% Floor     06/11/2021       952       936       895  
Badger Sportswear, Inc.   Textiles, Apparel & Luxury Goods    7.02%    L + 4.50%; 1.00% Floor     09/11/2023       14,660       14,555       14,367  
Barbri, Inc.   Media    6.60%    L + 4.25%; 1.00% Floor     12/01/2023       12,486       12,434       12,174  
CST Buyer Company   Diversified Consumer Services    7.52%    L + 5.00%; 1.00% Floor     03/01/2023       18,671       18,290       18,438  
CST Buyer Company(1) (2)   Diversified Consumer Services       L + 5.00%; 1.00% Floor     03/01/2023       1,800       (35     (22
DBRS Limited   Capital Markets    7.96%    L + 5.25%; 1.00% Floor     03/04/2022       11,550       11,490       11,377  
DiscoverOrg, LLC(3)   Software    7.03%    L + 4.50%; 1.00% Floor     08/25/2023       7,900       7,868       7,861  
Drilling Info Holdings, Inc.   Oil & Gas    6.77%    L + 4.25%     07/30/2025       17,001       16,920       16,895  
Drilling Info Holdings,
Inc.(1) (2)
  Oil & Gas       L + 4.25%     07/30/2025       1,460       (7     (9
FWR Holding Corporation   Hotels, Restaurants & Leisure    8.26%    L + 5.75%; 1.00% Floor     08/21/2023       8,989       8,806       8,809  
FWR Holding Corporation   Hotels, Restaurants & Leisure    8.26%    L + 5.75%; 1.00% Floor     08/21/2023       1,791       1,756       1,755  
FWR Holding Corporation   Hotels, Restaurants & Leisure    8.26%    L + 5.75%; 1.00% Floor     08/21/2023       1,135       1,113       1,113  
FWR Holding Corporation(1)   Hotels, Restaurants & Leisure    10.25%    P + 4.75%; 2.00% Floor     08/21/2023       1,175       417       417  
GH Holding Company   Real Estate Management & Development    7.02%    L + 4.50%     02/28/2023       14,888       14,824       14,813  
GI Revelation Acquisition LLC   Internet Software & Services    7.52%    L + 5.00%     04/16/2025       9,459       9,415       9,281  
GK Holdings, Inc.   IT Services    8.80%    L + 6.00%; 1.00% Floor     01/20/2021       17,280       17,232       15,725  
GlobalTranz Enterprises, Inc.   Road & Rail    6.77%    L + 4.25%     06/29/2025       21,945       21,840       21,835  
GlobalTranz Enterprises, Inc.(1) (2)   Road & Rail       L + 4.25%     06/29/2025       4,000             (20
Halo Branded Solutions, Inc.   Commercial Services & Supplies    7.02%    L + 4.50%; 1.00% Floor     06/30/2025       10,503       10,403       10,188  
Halo Branded Solutions, Inc.   Commercial Services & Supplies    7.02%    L + 4.50%; 1.00% Floor     06/30/2025       4,423       4,380       4,290  
HC Group Holdings III, Inc.   Health Care Providers & Services    6.27%    L + 3.75%     04/07/2022       8,708       8,684       8,599  
Hygiena Borrower LLC(3)   Life Sciences Tools & Services    6.80%    L + 4.00%; 1.00% Floor     08/26/2022       17,762       17,623       17,406  
Hygiena Borrower LLC(1) (2) (3)   Life Sciences Tools & Services       L + 4.00%; 1.00% Floor     08/26/2022       288       (2     (6
Hygiena Borrower LLC(1) (2) (3)   Life Sciences Tools & Services       L + 4.00%; 1.00% Floor     08/26/2022       1,867       (20     (37

 

31


Portfolio Company   Industry    Interest Rate (+)   

Reference Rate and

Spread (+)

  Maturity     Par Amount     Cost     Fair Value  
Jill Acquisition LLC   Textiles, Apparel & Luxury Goods    7.53%    L + 5.00%; 1.00% Floor     05/08/2022     $ 13,839     $ 13,774     $ 13,620  
Lattice Semiconductor Corporation   Semiconductors & Semiconductor Equipment    6.63%    L + 4.25%; 1.00% Floor     03/10/2021       9,212       9,122       9,212  
Output Services Group, Inc.   Diversified Consumer Services    6.77%    L + 4.25%; 1.00% Floor     03/27/2024       6,978       6,951       6,751  
Output Services Group,
Inc.(1) (2)
  Diversified Consumer Services       L + 4.25%; 1.00% Floor     03/27/2024       1,026             (33
Pharmalogic Holdings Corp.   Health Care Equipment & Supplies    6.52%    L + 4.00%     06/11/2023       6,542       6,528       6,526  
Pharmalogic Holdings Corp.   Health Care Equipment & Supplies    6.52%    L + 4.00%     06/11/2023       1,878       1,874       1,874  
Pharmalogic Holdings
Corp.(1) (2)
  Health Care Equipment & Supplies       L + 4.00%     06/11/2023       3,537       (8     (9
Professional Physical
Therapy(4)
  Health Care Providers & Services       L + 7.50% PIK; 1.00% Floor     12/16/2022       11,265       10,283       9,350  
Regulatory DataCorp, Inc.   Diversified Financial Services    7.02%    L + 4.50%; 1.00% Floor     09/21/2022       4,962       4,962       4,863  
SciQuest, Inc.   Internet Software & Services    6.53%    L + 4.00%; 1.00% Floor     12/28/2024       19,850       19,763       19,453  
SMS Systems Maintenance Services, Inc.   IT Services    7.52%    L + 5.00%; 1.00% Floor     10/30/2023       14,700       14,644       10,924  
Stackpath, LLC   Internet Software & Services    7.59%    L + 5.00%; 1.00% Floor     02/03/2023       16,703       16,580       16,034  
Tronair Parent Inc.   Air Freight & Logistics    7.56%    L + 4.75%; 1.00% Floor     09/08/2023       13,685       13,589       13,138  
U.S. Acute Care Solutions, LLC   Health Care Providers & Services    7.52%    L + 5.00%; 1.00% Floor     05/14/2021       12,740       12,665       12,676  
VRC Companies, LLC(3)   Commercial Services & Supplies    9.02%    L + 6.50%; 1.00% Floor     03/31/2023       27,361       26,966       27,087  
VRC Companies, LLC(1) (3)   Commercial Services & Supplies    9.45%    L + 6.50%; 1.00% Floor     03/31/2022       1,412       699       706  
             

 

 

   

 

 

 

Total 1st Lien/Senior Secured Debt

              438,528       428,659  
             

 

 

   

 

 

 
1st Lien/Last-Out Unitranche (5)

 

ASC Acquisition Holdings, LLC(3)   Distributors    10.03%    L + 7.50%; 1.00% Floor     12/15/2021       8,063       8,010       7,861  
             

 

 

   

 

 

 

Total 1st Lien/Last-Out Unitranche

              8,010       7,861  
             

 

 

   

 

 

 
2nd Lien/Senior Secured Debt

 

DiscoverOrg, LLC(3)   Software    11.03%    L + 8.50%; 1.00% Floor     02/23/2024       10,500       10,370       10,421  
GK Holdings, Inc.   IT Services    13.05%    L + 10.25%; 1.00% Floor     01/20/2022       6,000       5,935       4,860  
             

 

 

   

 

 

 

Total 2nd Lien/Senior Secured Debt

              16,305       15,281  
             

 

 

   

 

 

 

Total Corporate Debt

              462,843       451,801  
             

 

 

   

 

 

 
      Yield     Shares     Cost     Fair Value  
Investments in Affiliated Money Market Fund

 

Goldman Sachs Financial Square Government Fund – Institutional Shares^^^    2.34%(6)

 

    5,292,068     $ 5,292     $ 5,292  
             

 

 

   

 

 

 

Total Investments in Affiliated Money Market Fund

              5,292       5,292  
             

 

 

   

 

 

 

TOTAL INVESTMENTS

 

  $ 468,135     $ 457,093  
             

 

 

   

 

 

 

 

^^^   

While representing less than 5% of the portfolio company’s outstanding voting securities, the portfolio company is otherwise deemed to be an “affiliated person” of the Company under the Investment Company Act of 1940.

(+)   

The terms in the Schedule above disclose the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of December 31, 2018, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 3.01%, 2.88%, 2.81%, 2.61%, 2.50% and 2.41%, respectively. As of December 31, 2018, P was 5.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2018.

(1)   

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated.

(2)   

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(3)   

The Company also holds a portion of senior secured debt in this portfolio company.

(4)   

The investment is on non-accrual status as of December 31, 2018.

(5)   

In exchange for the greater risk of loss, the “last-out” portion of the Company’s unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion that the Company would continue to hold.

(6)   

The rate shown is the annualized seven-day yield as of December 31, 2018.

PIK – Payment-In-Kind

 

32


Below is selected balance sheet information for the Senior Credit Fund as of December 31, 2018:

 

     As of  
     December 31, 2018  
Selected Balance Sheet Information   
Total investments, at fair value    $ 457,093  
Cash and other assets      42,847  
Total assets    $ 499,940  
Debt (1)    $ 298,339  
Other liabilities      8,689  
Total liabilities    $ 307,028  
Members’ equity      192,912  
Total liabilities and Members’ equity    $ 499,940  

 

(1)   

Net of deferred financing costs for the SPV I Term Loan Facility, which were in the amount of $2,161 as of December 31, 2018.

Below is selected statements of operations information for the three and six months ended June 30, 2019 and 2018:

 

     For the
Three Months Ended
June 30,
     For the
Six Months Ended
June 30,
 
     2019*     2018      2019*      2018  
Selected Statements of Operations Information:           
Total investment income    $ 3,608     $ 8,839      $ 12,804      $ 19,170  
Expenses:           
Interest and other debt expenses    $ 6,564     $ 3,874      $ 10,566      $ 7,250  
Professional fees      251       298        449        412  
Administration and custodian fees      49       98        147        195  
Other expenses      12       9        19        29  
Total expenses    $ 6,876     $ 4,279      $ 11,181      $ 7,886  
Total Net Income    $ (3,268   $ 4,560      $ 1,623      $ 11,284  

 

*  

Senior Credit Fund dissolved effective May 8, 2019.

 

5.

FAIR VALUE MEASUREMENT

The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

Basis of Fair Value Measurement

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.

 

33


The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 Instruments.

 

Level 2 Instruments    Valuation Techniques and Significant Inputs
Equity and Fixed Income   

The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.

 

Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.

Derivative Contracts   

OTC derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 3 Instruments.

 

Level 3 Instruments    Valuation Techniques and Significant Inputs

Bank Loans, Corporate Debt, and Other Debt

Obligations

  

Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis.

Level 3 Instruments    Valuation Techniques and Significant Inputs
Equity   

Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available:

•  Transactions in similar instruments;

•  Discounted cash flow techniques;

•  Third party appraisals; and

•  Industry multiples and public comparables.

Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including:

•  Current financial performance as compared to projected performance;

•  Capitalization rates and multiples; and

•  Market yields implied by transactions of similar or related assets.

 

34


The tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets and liabilities as of June 30, 2019 and December 31, 2018. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest yield in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets and liabilities.

 

Level 3 Instruments  

Level 3 Assets as of

June 30, 2019(1)

  Significant Unobservable
Inputs by Valuation
Techniques(2)
 

Range(3) of Significant
Unobservable
Inputs (Weighted Average(4))

as of June 30, 2019

Bank Loans, Corporate Debt, and Other Debt Obligations  

1st Lien/Senior Secured

$778,484

 

Discounted cash flows:

•  Discount Rate

 

6.1% - 24.0% (10.2%)

      Collateral analysis:    
       

•  Recovery Rate

  100.0%
    1st Lien/Last-Out Unitranche   Discounted cash flows:    
    $101,214  

•  Discount Rate

  8.1% - 17.9% (11.7%)
      Collateral analysis:    
       

•  Recovery Rate

  78.3% - 100.0% (81.0%)
    2nd Lien/Senior Secured   Discounted cash flows:    
    $197,397  

•  Discount Rate

  9.8% - 13.3% (10.7%)
      Comparable multiples:    
     

•  EV/EBITDA(5)

  4.2x - 7.2x (4.0x)
      Collateral analysis:    
       

•  Recovery Rate

  89.6%
    Unsecured Debt   Discounted cash flows:    
    $7,047  

•  Discount Rate

  12.0% - 12.3% (12.2%)
      Collateral analysis:    
       

•  Recovery Rate

  100.0%
Equity   Preferred Stock   Comparable multiples:    
    $47,758  

•  EV/Revenue

  1.5x - 3.4x (1.2x)
      Comparable multiples:    
       

•  EV/EBITDA(5)

  7.0x - 16.5x (8.5x)
   

Common Stock

$53,679

  Discounted cash flows:    
   

•  Discount Rate

  14.9% - 30.8% (24.4%)
      Comparable multiples:    
     

•  EV/Revenue

  0.6x - 9.5x (7.0x)
      Comparable multiples:    
       

•  EV/EBITDA(5)

  3.6x - 15.2x (7.6x)

 

(1)   

Included within Level 3 assets of $1,374,272 is an amount of $188,693 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions).

(2)   

The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques.

(3)   

The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment.

(4)   

Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

(5)   

Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).

 

35


Level 3 Instruments  

Level 3 Assets as of

December 31, 2018(1)

 

Significant Unobservable

Inputs by Valuation

Techniques(2)

 

Range(3) of Significant

Unobservable

Inputs (Weighted Average(4))

as of

December 31, 2018

Bank Loans, Corporate Debt, and Other Debt Obligations   1st Lien/Senior Secured   Discounted cash flows:    
  $608,844  

•  Discount Rate

  8.4%  –  24.5% (11.6%)
    Collateral analysis:    
       

•  Recovery Rate

  95.3%
    1st Lien/Last-Out Unitranche   Discounted cash flows:    
    $106,879  

•  Discount Rate

  9.3%  –  16.1% (11.8%)
       
      Collateral analysis:    
       

•  Recovery Rate

  83.5%  –  100.0% (85.4%)
    2nd Lien/Senior Secured   Discounted cash flows:    
    $263,142  

•  Discount Rate

  10.7%  –  16.5% (11.6%)
       
      Comparable multiples:    
     

•  EV/EBITDA(5)

  7.0x  –  17.5x (8.3x)
       
      Collateral analysis:    
       

•  Recovery Rate

  71.8%
    Unsecured Debt   Discounted cash flows:    
    $6,697  

•  Discount Rate

  12.1%  –  12.3% (12.2%)
       
      Collateral analysis:    
       

•  Recovery Rate

  100.0%
Equity   Preferred Stock   Comparable multiples:    
    $19,634  

•  EV/EBITDA(5)

  6.8x  –  18.9x (9.1x)
       
    Common Stock   Discounted cash flows:    
    $19,674  

•  Discount Rate

  14.6%  –  31.0% (24.4%)
       
      Comparable multiples:    
     

•  EV/Revenue

  0.4x  –  1.6x (0.6x)
       
      Comparable multiples:    
       

•  EV/EBITDA(5)

  5.5x  –  13.0x (6.9x)

 

(1)  

Included within Level 3 assets of $1,216,894 is an amount of $192,024 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions).

(2)   

The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques.

(3)   

The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment.

(4)   

Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

(5)   

Enterprise value of portfolio company as a multiple of EBITDA.

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of June 30, 2019 and December 31, 2018. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, respectively, in the fair value.

The following is a summary of the Company’s assets categorized within the fair value hierarchy as of June 30, 2019:

 

Assets    Level 1      Level 2      Level 3      Total  
1st Lien/Senior Secured Debt    $      $ 75,421      $ 964,927      $ 1,040,348  
1st Lien/Last-Out Unitranche                    101,214        101,214  
2nd Lien/Senior Secured Debt             83,771        199,647        283,418  
Unsecured Debt                    7,047        7,047  
Preferred Stock                    47,758        47,758  
Common Stock      246               53,679        53,925  
Total assets    $ 246      $ 159,192      $ 1,374,272      $ 1,533,710  

 

36


Derivatives    Level 1      Level 2      Level 3      Total  
Foreign currency forward contracts (asset) (1)    $      $ 122      $      $ 122  
Total    $      $ 122      $      $ 122  

 

(1)  

Amounts disclosed represent the unrealized appreciation on the foreign currency forward contracts.

The following is a summary of the Company’s assets categorized within the fair value hierarchy as of December 31, 2018:

 

Assets    Level 1      Level 2      Level 3      Total  
1st Lien/Senior Secured Debt    $      $ 18,400      $ 711,204      $ 729,604  
1st Lien/Last-Out Unitranche                    106,879        106,879  
2nd Lien/Senior Secured Debt             43,190        348,741        391,931  
Unsecured Debt                    6,697        6,697  
Preferred Stock                    21,534        21,534  
Common Stock             504        21,839        22,343  
Subtotal    $      $ 62,094      $ 1,216,894      $ 1,278,988  
Investments measured at NAV(1)                                 96,456  
Total assets                               $ 1,375,444  

(1)  Includes equity investment in the Senior Credit Fund.

           
Derivatives    Level 1      Level 2      Level 3      Total  
Foreign currency forward contracts (asset) (1)    $      $ 89      $      $ 89  
Total    $      $ 89      $      $ 89  

 

(1)  

Amounts disclosed represent the unrealized appreciation on the foreign currency forward contracts.

The following is a reconciliation of Level 3 assets for the six months ended June 30, 2019:

 

Level 3  

Beginning

Balance

as of

January 1,

2019

    Purchases(1)    

Net

Realized

Gain (Loss)

   

Net Change in

Unrealized

Appreciation

(Depreciation)(2)

   

Sales and

Settlements(1)

   

Net

Amortization

of Premium/

Discount

   

Transfers

In

   

Transfers

Out

   

Ending

Balance

as of

June 30,

2019

 
1st Lien/Senior Secured Debt   $ 711,204     $ 385,560     $ (7   $ (2,265   $ (134,043   $ 4,478     $     $     $ 964,927  
1st Lien/Last-Out Unitranche     106,879       406       113       (212     (6,089     117                   101,214  
2nd Lien/Senior Secured Debt     348,741       4,054       (33,239     13,332       (94,735     1,262             (39,768     199,647  
Unsecured Debt     6,697       336             14                               7,047  
Preferred Stock     21,534       25,000             1,224                               47,758  
Common Stock     21,839       30,069             1,771                               53,679  
Total assets   $ 1,216,894     $ 445,425     $ (33,133   $ 13,864     $ (234,867   $ 5,857     $     $ (39,768   $ 1,374,272  

 

(1)  

Purchases may include PIK and securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

(2)   

Change in unrealized appreciation (depreciation) relating to assets still held at June 30, 2019 totaled $(1,637) consisting of the following: 1st Lien/Senior Secured Debt $(2,187), 1st Lien/Last-Out Unitranche $(244), 2nd Lien/Senior Secured Debt $(2,214), Unsecured Debt $14, Preferred Stock $1,224 and Common Stock $1,770.

 

37


The following is a reconciliation of Level 3 assets for the six months ended June 30, 2018:

 

Level 3  

Beginning

Balance

as of

January 1,

2018

    Purchases(1)    

Net

Realized

Gain (Loss)

   

Net Change in

Unrealized

Appreciation

(Depreciation)(2)

   

Sales and

Settlements(1)

   

Net

Amortization

of Premium/

Discount

   

Transfers

In

   

Transfers

Out

   

Ending

Balance

as of

June 30,

2018

 
1st Lien/Senior Secured Debt   $ 387,473     $ 48,819     $ 4     $ (810   $ (10,074   $ 943     $     $     $ 426,355  
1st Lien/Last-Out Unitranche     273,965       23,976             522       (95,382     1,908                   204,989  
2nd Lien/Senior Secured Debt     374,915       51,073             260       (26,490     848       18,545             419,151  
Unsecured Debt     3,900       1,925                                           5,825  
Preferred Stock     12,836       3,200             774                               16,810  
Common Stock     22,606       3,533       1,550       (4,158     (2,150                       21,381  
Total assets   $ 1,075,695     $ 132,526     $ 1,554     $ (3,412   $ (134,096   $ 3,699     $ 18,545     $     $ 1,094,511  

 

(1)  

Purchases may include PIK and securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

(2)  

Change in unrealized appreciation (depreciation) relating to assets still held at June 30, 2018 totaled $(3,514) consisting of the following: 1st Lien/Senior Secured Debt $(810), 1st Lien/Last-Out Unitranche $378, 2nd Lien/Senior Secured Debt $302, Unsecured Debt $0, Preferred Stock $774 and Common Stock $(4,158).

Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. For the six months ended June 30, 2019, transfers from Level 3 to Level 2 were primarily due to increased price transparency. For the six months ended June 30, 2018, transfers from Level 2 to Level 3 were primarily due to decreased price transparency.

Debt Not Carried at Fair Value

The fair value of the Revolving Credit Facility, which would be categorized as Level 3 within the fair value hierarchy as of June 30, 2019 and December 31, 2018, approximates its carrying value. The fair value of the Company’s Convertible Notes, which would be categorized as Level 2 within the fair value hierarchy, as of June 30, 2019 and December 31, 2018 was $154,892 and $151,125, respectively, based on broker quotes received by the Company.

 

6.

DEBT

On June 15, 2018, the Company’s stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to the Company. As a result of this approval, the Company is now permitted to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of June 30, 2019 and December 31, 2018, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 182% and 206%, respectively.

The Company’s outstanding debt as of June 30, 2019 and December 31, 2018 was as follows:

 

     As of  
     June 30, 2019      December 31, 2018  
     

Aggregate

Borrowing

Amount

Committed

    

Amount

Available

    

Carrying

Value(4)

    

Aggregate

Borrowing

Amount

Committed

    

Amount

Available

    

Carrying

Value(4)

 
Revolving Credit Facility(1)(2)    $ 795,000      $ 103,023      $ 692,327      $ 695,000      $ 186,049      $ 509,419  
Convertible Notes(3)      155,000               150,493        155,000               149,682  
Total Debt    $ 950,000      $ 103,023      $ 842,820      $ 850,000      $ 186,049      $ 659,101  

 

(1)   

Provides, under certain circumstances, a total borrowing capacity of $1,000,000.

(2)   

The Company may borrow amounts in USD or certain other permitted currencies. As of June 30, 2019, the Company had outstanding borrowings denominated in USD of $653,950 and in Euros (EUR) of EUR 33,750. As of December 31, 2018, the Company had outstanding borrowings denominated in USD of $470,750 and in Euros (EUR) of EUR 33,750.

(3)   

The carrying value of the Company’s Convertible Notes is presented net of unamortized debt issuance costs of $3,260 and OID net of accretion of $1,247 as of June 30, 2019, and net of unamortized debt issuance costs of $3,862 and OID net of accretion of $1,456 as of December 31, 2018.

(4)   

Debt outstanding denominated in currencies other than USD have been converted to USD using the applicable foreign currency exchange rate as of June 30, 2019 and December 31, 2018.

The combined weighted average interest rate of the aggregate borrowings outstanding for the six months ended June 30, 2019 and the year ended December 31, 2018 was 4.42% and 4.10% respectively.

 

38


Revolving Credit Facility

On September 19, 2013, the Company entered into a Revolving Credit Facility with various lenders. SunTrust Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent under the Revolving Credit Facility. The Company has amended and restated the Revolving Credit Facility on October 3, 2014, November 3, 2015, December 16, 2016, February 21, 2018 and September 17, 2018.

The aggregate committed borrowing amount under the Revolving Credit Facility is $795,000. The Revolving Credit Facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the borrowing capacity of the Revolving Credit Facility up to $1,000,000.

Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either (i) LIBOR plus a margin of either 1.75% or 2.00%, subject to borrowing base conditions or (ii) an alternative base rate, which is the higher of the Prime Rate, Federal Funds Rate plus 0.50% or overnight LIBOR plus 1.00%, plus either 0.75% or 1.00%, subject to borrowing base conditions. Borrowings denominated in EUR bear interest (at the company’s election) of EUR LIBOR plus a margin of either 1.75% or 2.00%, subject to borrowing base conditions. The Company may elect either the LIBOR, EUR LIBOR, or an alternative base rate at the time of borrowing, and borrowings may be converted from one rate to another at any time, subject to certain conditions. Interest is payable quarterly in arrears. The Company pays a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on February 21, 2023.

The Revolving Credit Facility may be guaranteed by certain of the Company’s domestic subsidiaries, including any that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Revolving Credit Facility contains certain covenants, including: (i) maintaining a minimum stockholder’s equity of $500,000 plus 25% of net proceeds of the sale of equity interests after February 21, 2018, (ii) maintaining a minimum asset coverage ratio of at least 150%, (iii) maintaining a minimum asset coverage ratio of 200% with respect to the consolidated assets (with certain limitations on the contribution of equity in financing subsidiaries as specified therein) of the Company and its subsidiary guarantors to the secured debt of the Company and its subsidiary guarantors, (iv) maintaining a minimum Company net worth of at least $350,000, (v) maintaining a minimum liquidity test of at least 10% of the covered debt amount during any period when the adjusted covered debt balance is greater than 90% of the adjusted borrowing base, as defined in the Revolving Credit Facility, and (vi) complying with restrictions on industry concentrations in the Company’s investment portfolio. The Company is in compliance with these covenants.

Costs of $12,093 were incurred in connection with obtaining and amending the Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the Revolving Credit Facility using the straight-line method. As of June 30, 2019 and December 31, 2018, deferred financing costs were $5,153 and $5,436, respectively.

The summary information of the Revolving Credit Facility for the three and six months ended June 30, 2019 and 2018 is as follows:

 

     

Three Months Ended

June 30, 2019

     Three Months Ended
June 30, 2018
     Six Months Ended
June 30, 2019
     Six Months Ended
June 30, 2018
 
Borrowing interest expense    $ 6,827      $ 4,058      $ 12,607      $ 7,729  
Facility fees      163        272        350        499  
Amortization of financing costs      359        330        698        644  
Total    $ 7,349      $ 4,660      $ 13,655      $ 8,872  
Weighted average interest rate      4.39%        3.99%        4.39%        3.81%  
Average outstanding balance    $ 623,288      $ 408,341      $ 579,225      $ 409,369  

Convertible Notes

On October 3, 2016, the Company closed an offering of $115,000 aggregate principal amount of unsecured Convertible Notes, which includes $15,000 aggregate principal amount issued pursuant to the initial purchasers’ exercise in full of an over-allotment option (the “Initial Convertible Notes”). The sale of the Initial Convertible Notes generated net proceeds of approximately $110,900. The Company used the net proceeds of the offering to pay down debt under the Revolving Credit Facility.

On July 2, 2018, the Company closed an additional offering of $40,000 aggregate principal amount of Convertible Notes (the “Additional Convertible Notes” and together with Initial Convertible Notes, the “Convertible Notes”). The Additional Convertible Notes have identical terms, are fungible with and are part of the Initial Convertible Notes. The sale of the Additional Convertible Notes generated net proceeds of approximately $38,569. The Company used the net proceeds of the offering to pay down debt under the Revolving Credit Facility.

The Convertible Notes were issued pursuant to an indenture between the Company and Wells Fargo Bank, National Association, as Trustee. Wells Fargo Bank, National Association and/or its affiliates provide bank lending and distribution services to certain Goldman Sachs funds. The Convertible Notes bear interest at a rate of 4.50% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2017. The Convertible Notes will mature on April 1, 2022, unless repurchased or

 

39


converted in accordance with their terms prior to such date. In certain circumstances, the Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, based on an initial conversion rate of 40.8397 shares of the Company’s common stock per one thousand dollars principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of the Company’s common stock on September 27, 2016 and 16.7% above the $20.99 per share closing price of our common stock on June 26, 2018. The Company will not have the right to redeem the Convertible Notes prior to maturity.

Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding October 1, 2021 only under the following circumstances: (1) during any calendar quarter, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per one thousand dollars principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after October 1, 2021, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the occurrence or nonoccurrence of any of the foregoing circumstances.

The Convertible Notes are accounted for in accordance with ASC Topic 470-20, Debt with Conversion and Other Options. Upon conversion of any of the Convertible Notes, the Company intends to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, has the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject to the requirements of the indenture governing the Convertible Notes. The Company has determined that the embedded conversion options in the Convertible Notes are not required to be separately accounted for as derivatives under ASC Topic 815, Derivatives and Hedging. At the time of issuance the values of the debt and equity components of the Initial Convertible Notes and Additional Convertible Notes were approximately 99.4% and 0.6%, and 97.9% and 2.1%, respectively.

The OID equal to the equity component of the Convertible Notes was recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. The Company records interest expense comprised of both stated interest and amortization of the OID. At the time of issuance, the equity components of the Initial Convertible Notes and the Additional Convertible Notes were $743 and $836, respectively. Additionally, the issuance costs associated with the Convertible Notes were allocated to the debt and equity components in proportion to the allocation of the values at the time of issuance and accounted for as debt issuance costs and equity issuance costs, respectively.

As of June 30, 2019 and December 31, 2018, the components of the carrying value of the Convertible Notes were as follows:

 

     

June 30,

2019

    

December 31,

2018

 
Principal amount of debt    $ 155,000      $ 155,000  
OID, net of accretion      1,247        1,456  
Unamortized debt issuance costs      3,260        3,862  
Carrying value    $ 150,493      $ 149,682  
Stated interest rate      4.50%        4.50%  
Effective interest rate (stated interest rate plus accretion of OID)      4.77%        4.76%  

For the three and six months ended June 30, 2019 and 2018, the components of interest and other debt expenses related to the Convertible Notes were as follows:

 

      Three Months
Ended
June 30, 2019
     Three Months
Ended
June 30, 2018
     Six Months
Ended
June 30, 2019
     Six Months
Ended
June 30, 2018
 
Borrowing interest expense    $ 1,744      $ 1,294      $ 3,488      $ 2,588  
Accretion of OID      105        32        209        64  
Amortization of debt issuance costs      303        187        602        372  
Total    $ 2,152      $ 1,513      $ 4,299      $ 3,024  

 

40


7.

DERIVATIVES

The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.

In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included in the Consolidated Statements of Assets and Liabilities as due to/due from broker. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be of good standing and by monitoring the financial stability of those counterparties.

For the three and six months ended June 30, 2019, the Company’s average USD notional exposure to foreign currency forward contracts was $2,839 and $3,152, respectively. The Company did not hold any derivative instruments prior to August 8, 2018.

The following table sets forth the Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements as of June 30, 2019.

 

Counterparty   

Gross Amount of

Assets on the

Consolidated

Statements of

Assets and

Liabilities

    

Gross Amount of

(Liabilities) on the

Consolidated

Statements of

Assets and

Liabilities

    

Net Amount of

Assets or

(Liabilities)

Presented on

the Consolidated

Statements of

Assets and

Liabilities

    

Collateral

(Received)

Pledged (1)

     Net Amounts (2)  
Bank of America, N.A.    $ 122      $      $ 122      $      $ 122  
Total    $ 122      $      $ 122      $      $ 122  

 

(1)   

Amount excludes excess cash collateral paid.

(2)   

Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts.

The following table sets forth the Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements as of December 31, 2018.

 

Counterparty   

Gross Amount of

Assets on the

Consolidated

Statements of

Assets and

Liabilities

    

Gross Amount of

(Liabilities) on the

Consolidated

Statements of

Assets and

Liabilities

    

Net Amount of

Assets or

(Liabilities)

Presented on

the Consolidated

Statements of

Assets and

Liabilities

    

Collateral

(Received)

Pledged (1)

     Net Amounts (2)  
Bank of America, N.A.    $ 89      $      $ 89      $      $ 89  
Total    $ 89      $      $ 89      $      $ 89  

 

(1)   

Amount excludes excess cash collateral paid.

(2)   

Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts.

For the three and six months ended June 30, 2019 and 2018, the effect of transactions in derivative instruments to the Consolidated Statements of Operations was as follows:

 

     For the Three Months Ended      For the Six Months Ended  
     

June 30,

2019

   

June 30,

2018

    

June 30,

2019

    

June 30,

2018

 
Net realized gain (loss) on foreign currency forward contracts    $ 34     $      $ 52      $  
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts      (45            33         

Total net realized and unrealized gains (losses) on foreign currency forward contracts

   $ (11   $      $ 85      $  

 

41


8.

COMMITMENTS AND CONTINGENCIES

Commitments

The Company may enter into investment commitments through signed commitment letters which in certain circumstances may be disclosed by the Company. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of June 30, 2019, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types as of the dates indicated:

 

     June 30, 2019     December 31, 2018  
      Commitment
Expiration
Date(1)
     Unfunded
Commitment
     Fair
Value(2)(3)
    Commitment
Expiration
Date(1)
     Unfunded
Commitment
    

Fair

Value(2)(3)

 
1st Lien/Senior Secured Debt                 
Legacy Buyer Corp.      10/24/2019      $ 2,500      $       10/24/2019      $ 2,500      $  
VRC Companies, LLC      1/28/2020        687        (7                    
Output Services Group, Inc.      03/27/2020        513        (54                    
Ansira Partners, Inc.      04/16/2020        96                             
Businessolver.com, Inc.      5/15/2020        847        (17     5/15/2020        1,398        (28
GlobalTranz Enterprises LLC      05/15/2020        1,992        (75                    
SPay, Inc.      6/15/2020        5,339        (187     6/15/2020        5,663        (143
Hygiena Borrower LLC      6/29/2020        715        (14     6/29/2020        567        (11
Drilling Info Holdings, Inc.      07/30/2020        34                             
Gastro Health, LLC      9/4/2020        1,872        (37     9/04/2020        5,062        (102
Diligent Corporation      12/19/2020        8,104        (81     12/19/2020        9,590        (120
Pathway Vet Alliance LLC      12/21/2020        899        (9                    
Brillio, LLC      2/6/2021        1,510        (15                    
CorePower Yoga LLC      05/14/2021        2,258        (34                    
Elemica, Inc.      7/7/2021        1,200        (6     7/7/2021        6,000        (75
Associations, Inc.      7/30/2021        1,241        (12     7/30/2021        1,892        (19
Netvoyage Corporation      3/24/2022        654        (8     3/24/2022        654        (8
VRC Companies, LLC      3/31/2022        382        (4     3/31/2022        86        (1
Diligent Corporation      4/14/2022        156        (2     4/14/2022        780        (10
Continuum Managed Services LLC      6/8/2022        2,220              6/8/2022        2,220        (44
DDS USA Holding, Inc.      6/30/2022        1,079        (8     6/30/2022        1,079        (8
Xactly Corporation      7/29/2022        1,697        (21     7/29/2022        1,697        (25
Hygiena Borrower LLC      8/26/2022        1,313        (26     8/26/2022        380        (8
Lithium Technologies, Inc.      10/3/2022        2,684        (47     10/3/2022        2,684        (54
Datto, Inc.                          12/7/2022        2,492        (19
CST Buyer Company      03/01/2023        900        (5                    
Businessolver.com, Inc.      5/15/2023        1,380        (28     5/15/2023        941        (19
Integral Ad Science, Inc.      7/19/2023        1,815        (32     7/19/2023        1,815        (36
FWR Holding Corporation      8/21/2023        279        (3                    
Picture Head Midco LLC                          8/31/2023        1,760        (36
Gastro Health, LLC      9/4/2023        2,000        (40     9/4/2023        2,000        (40
Empirix, Inc.      9/25/2023        1,300        (52     9/25/2023        1,300        (23
SPay, Inc.      6/17/2024        380        (13     6/17/2024        304        (8
Associations, Inc.      7/30/2024        587        (6     7/30/2024        587        (6
Fenergo Finance 3 Limited(3)      9/5/2024        1,706        (59     9/5/2024        1,744        (59
Fenergo Finance 3 Limited      9/5/2024        1,182        (12     9/5/2024        1,182        (24
iCIMS, Inc.      9/12/2024        1,868        (37     9/12/2024        1,868        (37
MMIT Holdings      11/15/2024        3,188        (64     11/15/2024        2,550        (51
Wrike, Inc.      12/31/2024        1,600        (32     12/31/2024        1,600        (32
Apptio, Inc.      1/10/2025        2,225        (45     1/10/2025        2,180         
Mailgun Technologies, Inc.      3/26/2025        1,530        (31                    
Internet Truckstop Group      4/2/2025        1,800        (45                    
PlanSource Holdings, Inc.      4/22/2025        3,142        (63                    
CorePower Yoga LLC      05/14/2025        678        (10                    
Wolfpack IP Co.      06/13/2025        3,169        (63                    
Riverpoint Medical, LLC      06/23/2025        1,644        (16                    
VRC Companies, LLC                          9/27/2019        872        (9
Picture Head Midco LLC                          3/31/2019        2,540        (51
Diligent Corporation                          8/3/2020        247        (3
Apptio, Inc.                          1/10/2025        26,162         
Total 1st Lien/Senior Secured Debt               72,365        (1,320              94,396        (1,109
2nd Lien/Senior Secured Debt                 
Hygiena Borrower LLC      6/29/2020      $ 583      $ (10     6/29/2020      $ 577      $ (10
Genesis Acquisition Co.      7/31/2020        1,800        (50     7/31/2020        1,777        (49
Total 2nd Lien/Senior Secured Debt               2,383        (60              2,354        (59
Total             $ 74,748      $ (1,380            $ 96,750      $ (1,168

 

(1)   

Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)   

The fair value is reflected as investments, at fair value on the Consolidated Statements of Assets and Liabilities.

(3)   

Unfunded commitments denominated in currencies other than USD have been converted to USD using the applicable foreign currency exchange rate as of June 30, 2019 and December 31, 2018.

 

42


Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

 

9.

NET ASSETS

Equity Issuances

There were no sales of the Company’s common stock during the six months ended June 30, 2019 and 2018.

Distributions

The following table reflects the distributions declared on shares of the Company’s common stock during the six months ended June 30, 2019:

 

Date Declared   Record Date   Payment Date   Amount Per Share
February 20, 2019   March 29, 2019   April 15, 2019   $0.45
May 7, 2019   June 28, 2019   July 15, 2019   $0.45

The following table reflects the distributions declared on shares of the Company’s common stock during the six months ended June 30, 2018:

 

Date Declared   Record Date   Payment Date   Amount Per Share
February 21, 2018   March 30, 2018   April 16, 2018   $0.45
May 1, 2018   June 29, 2018   July 16, 2018   $0.45

Dividend Reinvestment Plan

Concurrent with the IPO, the Company adopted a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors, unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution.

The following table summarizes shares distributed pursuant to the dividend reinvestment plan during the six months ended June 30, 2019 to stockholders who had not opted out of the dividend reinvestment plan:

 

Date Declared   Record Date   Payment Date   Shares
October 30, 2018   December 31, 2018   January 15, 2019   39,591
February 20, 2019   March 29, 2019   April 15, 2019   35,306

The following table summarizes shares distributed pursuant to the dividend reinvestment plan during the six months ended June 30, 2018 to stockholders who had not opted out of the dividend reinvestment plan:

 

Date Declared   Record Date   Payment Date   Shares
October 31, 2017   December 29, 2017   January 16, 2018   23,824
February 21, 2018   March 30, 2018   April 16, 2018   20,916

 

43


10.

EARNINGS PER SHARE

The following information sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2019 and 2018:

 

     For the Three Months Ended      For the Six Months Ended  
     

June 30,

2019

    

June 30,

2018

    

June 30,

2019

    

June 30,

2018

 
Numerator for basic and diluted earnings per share—increase in net assets resulting from operations    $ 16,130      $ 17,467      $ 18,345      $ 35,918  
Denominator for basic and diluted earnings per share—weighted average shares outstanding      40,297,090        40,171,957        40,279,173        40,161,297  
Basic and diluted earnings per share    $ 0.40      $ 0.43      $ 0.46      $ 0.89  

For the purpose of calculating diluted earnings per common share, the average closing price of the Company’s common stock for the three and six months ended June 30, 2019 and 2018 was less than the conversion price for the Convertible Notes outstanding as of June 30, 2019 and 2018, respectively. Therefore, for the three and six months ended June 30, 2019 and 2018, diluted earnings per share equals basic earnings per share because the underlying shares for the intrinsic value of the embedded options in the Convertible Notes were not dilutive.

 

11.

FINANCIAL HIGHLIGHTS

Below is the schedule of financial highlights of the Company for the six months ended June 30, 2019 and 2018:

 

     Six Months
Ended
June 30, 2019
    Six Months
Ended
June 30, 2018
 
Per Share Data:(1)     
NAV, beginning of period    $ 17.65     $ 18.09  
Net investment income      1.03       0.97  
Net realized and unrealized gains (losses) (2)      (0.57     (0.07
Income tax provision, realized and unrealized gains      -       (0.01
  

 

 

   

 

 

 
Net increase (decrease) in net assets resulting from operations      0.46       0.89  
  

 

 

   

 

 

 
Distributions declared from net investment income(3)      (0.90     (0.90
  

 

 

   

 

 

 
Total increase (decrease) in net assets      (0.44     (0.01
  

 

 

   

 

 

 
NAV, end of period    $ 17.21     $ 18.08  
  

 

 

   

 

 

 
Market price, end of period    $ 19.67     $ 20.48  
Shares outstanding, end of period      40,302,522       40,175,405  
Weighted average shares outstanding      40,279,173       40,161,297  
Total return based on NAV(4)      2.15     4.63
Total return based on market value(5)      12.12     (3.33 )% 
Ratio/Supplemental Data (all amounts in thousands except ratios):     
Net assets, end of period    $ 693,427     $ 726,486  
Ratio of net expenses to average net assets(6)      9.61     9.26
Ratio of expenses (without incentive fees and interest and other debt expenses) to average net assets(6)      3.09     3.45
Ratio of interest and other debt expenses to average net assets(7)      5.18     3.30
Ratio of incentive fees to average net assets(7)      1.34     2.51
Ratio of total expenses to average net assets(6)      9.61     9.26
Ratio of net investment income (loss) to average net assets(6)(8)      12.03     10.93
Average debt outstanding    $ 734,225     $ 524,369  
Average debt per share(9)    $ 18.23     $ 13.06  
Portfolio turnover      19     11

 

(1)   

The per share data was derived by using the weighted average shares outstanding during the applicable period.

(2)   

The amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of the distribution.

(3)   

The per share data for distributions declared reflects the actual amount of distributions declared per share for the applicable period.

(4)   

Total return based on NAV is calculated as the change in NAV per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan.

(5)   

Total return based on market value is calculated as the change in market value per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan.

(6)  

Annualized except for certain operating expenses.

(7)  

Annualized.

(8)  

Annualized except for certain components of other income.

(9)   

Average debt per share is calculated as average debt outstanding divided by the weighted average shares outstanding during the applicable period.

 

44


12.

SUBSEQUENT EVENTS

Subsequent events after the Consolidated Statements of Assets and Liabilities date have been evaluated through the date the unaudited consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

On July 30, 2019, the Board of Directors declared a quarterly distribution of $0.45 per share payable on October 15, 2019 to holders of record as of September 30, 2019.

 

45


ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc. together with its consolidated subsidiaries, as the context may require. The terms “GSAM,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “Group Inc.” refers to The Goldman Sachs Group, Inc. “GS & Co.” refers to Goldman Sachs & Co. LLC and its predecessors. The term “Goldman Sachs” refers to Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.

OVERVIEW

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated, and expect to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through June 30, 2019, we originated more than $3.36 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

“Unitranche” loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranche loan. In a number of instances, we may find another lender to provide the “first-out” portion of such loan and retain the “last-out” portion of such loan, in which case, the “first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion that we would continue to hold. In exchange for the greater risk of loss, the “last-out” portion generally earns a higher interest rate than the “first-out” portion. We use the term “mezzanine” to refer to debt that ranks senior only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.

We invest primarily in U.S. middle-market companies, which we believe are underserved by traditional providers of capital such as banks and the public debt markets. In this report, we generally use the term “middle market companies” to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time, and non-recurring items that are outside the operations of these companies. However, we may from time to time invest in larger or smaller companies. We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to us, unless, to the extent required by applicable law or exemptive relief therefrom, we only receive our allocable portion of such fees when invested in the same portfolio company as another client account managed by our Investment Adviser (including GS PMMC, GS PMMC II and GS MMLC, collectively with other client accounts managed by our Investment Adviser, the “Accounts”). The companies in which we invest use our capital for a variety of purposes, including to support organic growth, fund acquisitions, make capital investments or refinance indebtedness.

Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities between three and ten years and range in size between $10 million and $75 million, although we may make larger or smaller investments on occasion.

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors–Risks Relating to Our Business and Structure–We operate in a highly competitive market for investment opportunities” and “Item 1. Business–Competitive Advantages” in our annual report on Form 10-K for the year ended December 31, 2018.

 

46


KEY COMPONENTS OF OPERATIONS

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, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company 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.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

Revenues

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other Accounts, which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Expenses

Our primary operating expenses include the payment of the Management Fee and the Incentive Fee to the Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other expenses of our operations and transactions in accordance with our investment management agreement (as amended and restated as of June 15, 2018, the “Investment Management Agreement”) and administration agreement (“Administration Agreement”), including those relating to:

 

   

our operational and organizational expenses;

 

   

fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;

 

   

interest payable on debt, if any, incurred to finance our investments;

 

   

fees and expenses incurred by us in connection with membership in investment company organizations;

 

   

brokers’ commissions;

 

   

the expenses of and fees for registering or qualifying our shares for sale and of maintaining our registration and registering us as a broker or a dealer;

 

   

fees and expenses associated with calculating our net asset value (“NAV”) (including expenses of any independent valuation firm);

 

   

legal, auditing or accounting expenses;

 

   

taxes or governmental fees;

 

   

the fees and expenses of our administrator, transfer agent or sub-transfer agent;

 

47


   

the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of our shares;

 

   

the fees and expenses of our directors who are not affiliated with our Investment Adviser;

 

   

the cost of preparing and distributing reports, proxy statements and notices to our stockholders, the SEC and other regulatory authorities;

 

   

costs of holding stockholder meetings;

 

   

listing fees;

 

   

the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our certificate of incorporation or bylaws insofar as they govern agreements with any such custodian;

 

   

insurance premiums; and

 

   

costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines. Costs relating to future offerings of securities would be incremental.

Leverage

Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with SunTrust Bank, as administrative agent, and Bank of America, N.A., as syndication agent, and our 4.50% Convertible Notes due 2022 (the “Convertible Notes”) allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. On June 15, 2018, our stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to us. As a result of this approval, we are now permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of June 30, 2019 and December 31, 2018, our asset coverage ratio based on the aggregate amount outstanding of senior securities was 182% and 206%, respectively.

Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 150% (if certain requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement, and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on our Investment Adviser’s and our board of directors’ (the “Board of Directors”) assessment of market conditions and other factors at the time of any proposed borrowing.

 

48


PORTFOLIO AND INVESTMENT ACTIVITY

As of June 30, 2019 and December 31, 2018, our portfolio consisted of the following:

 

     As of  
     June 30, 2019     December 31, 2018  
     Amortized
Cost
     Fair
Value
     Percentage
of Total
Portfolio at
Fair Value
    Amortized
Cost
     Fair
Value
     Percentage
of Total
Portfolio at
Fair Value
 
     (in millions)            (in millions)         
First Lien/Senior Secured Debt    $ 1,052.75      $ 1,040.35        67.8   $ 738.63      $ 729.60        53.0
First Lien/Last-Out Unitranche      108.55        101.21        6.6       114.00        106.88        7.8  
Second Lien/Senior Secured Debt      295.34        283.42        18.5       411.55        391.93        28.5  
Unsecured Debt      7.05        7.05        0.5       6.71        6.70        0.5  
Preferred Stock      41.85        47.76        3.1       16.85        21.53        1.6  
Common Stock      67.88        53.92        3.5       37.82        22.34        1.6  
Investment Funds & Vehicles                          100.00        96.46        7.0  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total Investments

   $ 1,573.42      $ 1,533.71        100.0   $ 1,425.56      $ 1,375.44        100.0
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

As of June 30, 2019 and December 31, 2018, the weighted average yield by asset type of our total portfolio at amortized cost and fair value, was as follows:

 

     As of  
     June 30, 2019     December 31, 2018  
     Amortized
Cost
    Fair
Value
    Amortized
Cost
    Fair
Value
 
Weighted Average Yield(1)         
First Lien/Senior Secured Debt(2)      9.2     9.7     10.4     11.0
First Lien/Last-Out Unitranche(2) (3)      5.8       6.4       6.0       6.5  
Second Lien/Senior Secured Debt(2)      10.9       12.8       9.7       10.4  
Unsecured Debt(2)      11.7       11.7       11.7       11.9  
Preferred Stock(4)                         
Common Stock(4)                         
Investment Funds & Vehicles                  11.2 (5)      11.4 (5) 
Total Portfolio      8.7     9.4     9.5     10.1

 

(1)   

The weighted average yield of our portfolio does not represent the total return to our stockholders.

(2)   

Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value, respectively. This calculation excludes exit fees that are receivable upon repayment of certain loan investments.

(3)   

The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.

(4)   

Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value, respectively.

(5)   

Computed based on (a) the net investment income earned from the Senior Credit Fund, LLC (the “Senior Credit Fund”) for the respective trailing twelve months ended on the measurement date, which may include dividend income and loan origination and structuring fees, divided by (b) our average member’s equity at cost and fair value, adjusted for equity contributions.

As of June 30, 2019, the total portfolio weighted average yield measured at amortized cost and fair value was 8.7% and 9.4%, respectively, which decreased from 9.5% and 10.1%, respectively, at December 31, 2018. The decrease in weighted average yield at amortized cost and fair value was primarily driven by the receipt of our pro rata portion of senior secured loans from the liquidation and dissolution of the Senior Credit Fund. As of June 30, 2019, the senior secured loans received had a weighted average yield at amortized cost and fair value of 7.6% and 9.1%, respectively. In addition, the increase in the second lien/senior secured debt weighted average yield at amortized cost and fair value was primarily driven by the exchange of our second lien investment in ASC Acquisition Holdings, LLC for preferred and common equity.

 

49


The following table presents certain selected information regarding our investment portfolio as of June 30, 2019 and December 31, 2018:

 

     As of  
     June 30, 2019      December 31, 2018  
Number of portfolio companies      101        72 (1) 
Percentage of performing debt bearing a floating rate(2)      96.8%        96.6%  
Percentage of performing debt bearing a fixed rate(2)(3)      3.2%        3.4%  
Weighted average yield on debt and income producing investments, at amortized cost(4)      9.8%        10.9%  
Weighted average yield on debt and income producing investments, at fair value(4)      10.5%        11.3%  
Weighted average leverage (net debt/EBITDA)(5)      5.5x        5.6x  
Weighted average interest coverage(5)      2.3x        2.2x  
Median EBITDA(5)    $ 35.90 million      $ 26.87 million  

 

(1)   

Includes the Senior Credit Fund as a single portfolio company. For details on the portfolio companies previously held within the Senior Credit Fund, refer to “Senior Credit Fund, LLC—Selected Financial Data.”

(2)   

Measured on a fair value basis. Excludes investments, if any, placed on non-accrual.

(3)   

Includes income producing preferred stock investments.

(4)   

Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total performing debt and other income producing investments (excluding investments on non-accrual).

(5)   

For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments and excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue. The weighted average net debt to EBITDA calculation for the Company as of December 31, 2018 includes its exposure to underlying debt investments in the Senior Credit Fund.

 

   

For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company, and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, including our exposure to underlying debt investments in the Senior Credit Fund and excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

 

   

Median EBITDA is based on our debt investments, including our exposure to underlying debt investments in the Senior Credit Fund (as of December 31, 2018) and excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

 

   

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of June 30, 2019 and December 31, 2018, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 18.4% and 18.3%, respectively, of total debt investments, including, as of December 31, 2018, our investment in the Senior Credit Fund, at fair value. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the respective reported end date. Portfolio company statistics have not been independently verified by us and may reflect a normalized or adjusted amount.

 

   

Floating rates are primarily London InterBank Offered Rate (“LIBOR”) plus a spread.

Our Investment Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

 

   

assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

 

   

periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

 

   

comparisons to our other portfolio companies in the industry, if any;

 

   

attendance at and participation in board meetings or presentations by portfolio companies; and

 

   

review of monthly and quarterly financial statements and financial projections of portfolio companies.

 

50


As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (e.g., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system is as follows:

 

   

investments with a grade of 1 involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;

 

   

investments with a grade of 2 involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;

 

   

investments with a grade of 3 indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and

 

   

investments with a grade of 4 indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio on the 1 to 4 grading scale as of June 30, 2019 and December 31, 2018:

 

     As of  
     June 30, 2019     December 31, 2018  

Investment

Performance Rating

   Fair Value      Percentage
of Total
Portfolio
at Fair
Value
    Fair Value      Percentage
of Total
Portfolio
at Fair
Value
 
    

(in

millions)

          

(in

millions)

        
Grade 1    $ 180.67        11.8   $ 87.76        6.4
Grade 2      1,236.98        80.6       1,138.12        82.8  
Grade 3      62.57        4.1       60.93        4.4  
Grade 4      53.49        3.5       88.63        6.4  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Investments

   $ 1,533.71        100.0   $ 1,375.44        100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

The increase in investments with a grade 1 investment performance rating as of June 30, 2019 compared to December 31, 2018 was primarily driven by investments with an aggregate fair value of $169.47 million being upgraded due to potential exits, partially offset by the repayment of two investments with a fair value of $81.26 million as of December 31, 2018.

The following table shows the amortized cost of our performing and non-accrual investments as of June 30, 2019 and December 31, 2018:

 

     As of  
     June 30, 2019     December 31, 2018  
     Amortized
Cost
     Percentage
of Total
Portfolio at
Amortized
Cost
    Amortized
Cost
     Percentage
of Total
Portfolio at
Amortized
Cost
 
    

(in

millions)

          

(in

millions)

        
Performing    $ 1,511.64        96.1   $ 1,306.55        91.7
Non-accrual      61.78        3.9       119.01        8.3  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Investments

   $ 1,573.42        100.0   $ 1,425.56        100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

 

51


The following table shows our investment activity for the three months ended June 30, 2019 and 2018 by investment type:

 

     For the Three Months Ended  
     June 30,
2019
    June 30,
2018
 
     ($ in millions)  
New investments committed at cost:     
Gross originations    $ 117.33     $ 92.61  
Less: Syndications(1)             
  

 

 

   

 

 

 
Net amount of new investments committed at cost:    $ 117.33     $ 92.61  
Amount of investments committed at cost(2)(12):     
First Lien/Senior Secured Debt    $ 117.33     $ 72.02  
First Lien/Last-Out Unitranche            6.78  
Second Lien/Senior Secured Debt            8.27  
Unsecured Debt            0.10  
Preferred Stock            3.20  
Common Stock            2.24  
Investment Funds & Vehicles             
  

 

 

   

 

 

 

Total

   $ 117.33     $ 92.61  
  

 

 

   

 

 

 
Proceeds from investments sold or repaid(10)(12):     
First Lien/Senior Secured Debt    $ 151.09     $ 6.44  
First Lien/Last-Out Unitranche      0.04       44.00  
Second Lien/Senior Secured Debt      3.48       29.16  
Unsecured Debt             
Preferred Stock             
Common Stock             
Investment Funds & Vehicles             
  

 

 

   

 

 

 

Total

   $ 154.61     $ 79.60  
  

 

 

   

 

 

 

Net increase (decrease) in portfolio

   $ (37.28   $ 13.01  
  

 

 

   

 

 

 
Number of new portfolio companies with new investment commitments(3)      5       7  
Total new investment commitment amount in new portfolio companies(3)    $ 94.09     $ 85.73  
Average new investment commitment amount in new portfolio companies(3)    $ 18.82     $ 12.25  
Number of existing portfolio companies with new investment commitments(3)      7       4  
Total new investment commitment amount in existing portfolio companies(3)    $ 23.24     $ 6.87  
Weighted average remaining term for new investment commitments (in years)(3)(4)      5.7       5.5  
Percentage of new debt investment commitments at floating interest rates(3)(11)      100.0     94.7
Percentage of new debt investment commitments at fixed interest rates(3)(5)(11)      0.0     5.3
Weighted average yield on new debt and income producing investment commitments(2)(3)      8.9     9.5
Weighted average yield on new investment commitments(2)(3)      8.9     8.9
Weighted average yield on debt and income producing investments sold or paid down(10)      10.4     11.6
Weighted average yield on investments sold or paid down(10)      10.4     11.6

 

(1)   

Only includes syndications that occurred at the initial close of the investment.

(2)   

Net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close of the investment.

(3)   

May include positions originated during the period but not held at the reporting date.

(4)   

Calculated as of the end of the relevant period and the maturity date of the individual investments.

(5)   

May include preferred stock investments.

(6)  

Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are non-accrual. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

(7)  

Computed based on (a) the annual actual interest rate on new investment commitments divided by (b) the total new investment commitments (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

 

52


(8)  

Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are on non-accrual.

(9)  

Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments.

(10)   

Excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.

(11)   

Computed based on amount of investments committed at cost.

(12)   

In May 2019, in connection with the effective liquidation and dissolution of the Senior Credit Fund, we received our pro rata portion of senior secured loans of $215.10 million and $210.09 million at amortized cost and at fair value, respectively and assumed our pro rata portion of unfunded loan commitments totaling $5.66 million. The senior secured loans received consisted of 48 investments in 30 portfolio companies. As of June 30, 2019 the senior secured loans received had a weighted average yield at amortized cost and fair value of 7.6% and 9.1%, respectively. The impact of this transaction is excluded from the information presented in the table. For additional information see “Senior Credit Fund, LLC” below and Note 4 “Investments” in our consolidated financial statements included in this report.

RESULTS OF OPERATIONS

Our operating results for the three and six months ended June 30, 2019 and 2018 were as follows:

 

     For the Three Months Ended     For the Six Months Ended  
     June 30,
2019
    June 30,
2018
    June 30,
2019
    June 30,
2018
 
     (in millions)  
Total investment income    $ 38.40     $ 37.24     $ 74.94     $ 72.78  
Net expenses      (18.86     (16.77     (32.68     (33.29
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income (loss) before taxes

     19.54       20.47       42.26       39.49  
Income tax expense, including excise tax      (0.45     (0.31     (0.89     (0.59
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income (loss) after taxes

     19.09       20.16       41.37       38.90  
Net realized gain (loss) on investments      (9.24     0.10       (33.97     1.78  
Net realized gain (loss) on foreign currency transactions      0.02             0.04        
Net unrealized appreciation (depreciation) on investments      6.84       (2.79     10.40       (4.31
Net unrealized appreciation (depreciation) on foreign currency forward contracts and translations      (0.55           0.33        
Income tax provision, realized gain      0.12             0.12       (0.45
Income tax provision, unrealized gain      (0.15           0.05        
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

   $ 16.13     $ 17.47     $ 18.34     $ 35.92  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

 

     For the Three Months Ended      For the Six Months Ended  
     June 30,
2019
     June 30,
2018
     June 30,
2019
     June 30,
2018
 
     (in millions)  
Interest    $ 35.35      $ 31.89      $ 67.54      $ 62.06  
Dividend income      1.05        2.21        3.54        5.02  
Payment-in-kind      1.12        2.39        2.32        4.71  
Other income      0.88        0.75        1.54        0.99  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investment income

   $ 38.40      $ 37.24      $ 74.94      $ 72.78  
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest

Interest from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, increased from $31.89 million for the three months ended June 30, 2018 to $35.35 million for the three months ended June 30, 2019. The increase is primarily due to an increase in recurring interest income due to an increase in the size of our portfolio and earning exit fees on certain investments. Included in interest for the three months ended June 30, 2019 and 2018 is $1.07 million and $1.39 million, respectively, in prepayment premiums and $1.66 million and $0.51 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts, and $0.92 million and $0.00 million, respectively, for exit fees on investments.

 

53


Interest from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, increased from $62.06 million for the six months ended June 30, 2018 to $67.54 million for the six months ended June 30, 2019. The increase is primarily due to an increase in recurring interest income due to an increase in the size of our portfolio and earning exit fees on certain investments. Included in interest for the six months ended June 30, 2019 and 2018 is $1.71 million and $1.87 million, respectively, in prepayment premiums and $2.70 million and $1.34 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts, and $1.80 million and $0.00 million, respectively, for exit fees on investments.

Dividend income

Dividend income decreased from $2.21 million for the three months ended June 30, 2018 to $1.05 million for the three months ended June 30, 2019 and decreased from $5.02 million for the six months ended June 30, 2018 to $3.54 million for the six months ended June 30, 2019. The decrease was due to the effective liquidation and dissolution of the Senior Credit Fund in May 2019. For additional information see “Senior Credit Fund, LLC” below and Note 4 “Investments” in our consolidated financial statements included in this report.

Payment-in-kind

PIK income from investments decreased from $2.39 million for the three months ended June 30, 2018 to $1.12 million for the three months ended June 30, 2019. The decrease is primarily driven by one investment in NTS Communication, Inc. being on non-accrual status.

PIK income from investments decreased from $4.71 million for the six months ended June 30, 2018 to $2.32 million for the six months ended June 30, 2019. The decrease is primarily driven by one investment in NTS Communication, Inc. being on non-accrual status.

Other income

Other income for the three months ended June 30, 2019 remained relatively consistent as compared to the three months ended June 30, 2018.

Other income increased from $0.99 million for the six months ended June 30, 2018 to $1.54 million for the six months ended June 30, 2019. The increase was primarily driven by an increase in amendment fee income earned on certain investments and the increase in administrative agent fees earned as a result of increase in size of our portfolio.

Expenses

 

     For the Three Months Ended      For the Six Months Ended  
     June 30,
2019
     June 30,
2018
     June 30,
2019
     June 30,
2018
 
     (in millions)  
Interest and other debt expenses    $ 9.50      $ 6.17      $ 17.95      $ 11.90  
Management fees      3.74        4.48        7.28        9.28  
Incentive fees      4.14        4.34        4.64        9.02  
Professional fees      0.69        1.06        1.33        1.73  
Administration, custodian and transfer agent fees      0.24        0.23        0.48        0.46  
Directors’ fees      0.11        0.12        0.23        0.22  
Other expenses      0.44        0.37        0.77        0.68  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Expenses

   $ 18.86      $ 16.77      $ 32.68      $ 33.29  
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest and other debt expenses

Interest and other debt expenses increased from $6.17 million for the three months ended June 30, 2018 to $9.50 million for the three months ended June 30, 2019. The increase was primarily driven by the increase in weighted average interest rate for the Revolving Credit Facility from 3.99% to 4.39% and the increase in average daily borrowings under the Revolving Credit Facility from $408.34 to $623.29 million. In addition, costs associated with the Convertible Notes increased from $1.51 million for the three months ended June 30, 2018 to $2.15 million for the three months ended June 30, 2019. The increase was primarily driven by the incremental issuance of $40.00 million aggregate principal amount of Convertible Notes on July 2, 2018.

 

54


Interest and other debt expenses increased from $11.90 million for the six months ended June 30, 2018 to $17.95 million for the six months ended June 30, 2019. The increase was primarily driven by the increase in weighted average interest rate for the Revolving Credit Facility from 3.81% to 4.39% and the increase in average daily borrowings under the Revolving Credit Facility from $409.37 to $579.23 million. In addition, costs associated with the Convertible Notes increased from $3.02 million for the six months ended June 30, 2018 to $4.30 million for the six months ended June 30, 2019. The increase was primarily driven by the incremental issuance of $40.00 million aggregate principal amount of Convertible Notes on July 2, 2018.

Management Fees and Incentive Fees

Management fees decreased from $4.48 million for the three months ended June 30, 2018 to $3.74 million for the three months ended June 30, 2019. The decrease was primarily driven by the reduction in the Management Fee from an annual rate of 1.50% to an annual rate of 1.00% effective on June 15, 2018, partially offset by an increase in gross assets, excluding cash or cash equivalents. Incentive fees for the three months ended June 30, 2019 remained relatively consistent as compared to the three months ended June 30, 2018.

Management fees decreased from $9.28 million for the six months ended June 30, 2018 to $7.28 million for the six months ended June 30, 2019. The decrease was primarily driven by the reduction in the Management Fee from an annual rate of 1.50% to an annual rate of 1.00% effective on June 15, 2018, partially offset by an increase in gross assets, excluding cash or cash equivalents. Incentive fees decreased from $9.02 million for the six months ended June 30, 2018 to $4.64 million for the six months ended June 30, 2019. The decrease was primarily driven by net capital losses on certain portfolio companies.

Professional fees and other general and administrative expenses

Professional fees decreased from $1.06 million for the three months ended June 30, 2018 to $0.69 million for the three months ended June 30, 2019. The decrease was primarily driven by a decrease in legal fees.

Professional fees decreased from $1.73 million for the six months ended June 30, 2018 to $1.33 million for the six months ended June 30, 2019. The decrease was primarily driven by a decrease in legal fees.

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments

The realized gains and losses on fully exited and partially exited portfolio companies for the three and six months ended June 30, 2019 and 2018 consisted of the following:

 

     For the Three Months Ended      For the Six Months Ended  
     June 30,
2019
    June 30,
2018
     June 30,
2019
    June 30,
2018
 
     (in millions)      (in millions)        
ASC Acquisition Holdings, LLC    $     $ 0.10      $ (24.72   $  
Country Fresh Holding Company Inc.      (8.41            (8.41      
Senior Credit Fund, LLC      (0.67            (0.67      
Global Tel*Link Corporation                         0.24  
P2 Upstream Acquisition Co.      (0.08            (0.08     (0.02
Kawa Solar Holdings Limited                         0.01  
myON, LLC                         1.55  
Other, net      (0.08            (0.09      
  

 

 

   

 

 

    

 

 

   

 

 

 

Net realized gain (loss)

   $ (9.24   $ 0.10      $ (33.97   $ 1.78  
  

 

 

   

 

 

    

 

 

   

 

 

 

For the three and six months ended June 30, 2019, net realized losses were primarily driven by our investments in two portfolio companies. In February 2019, our first lien/last-out unitranche debt and second lien debt investment in ASC Acquisition Holdings, LLC was exchanged for preferred and common equity, which resulted in a realized loss of $24.72 million. In addition, in April 2019, our second lien debt investment in Country Fresh Holding Company Inc. was exchanged for common equity, which resulted in a realized loss of $8.41 million.

In connection with the proceeds received from the exit of our equity investment in myON, LLC, we recorded an income tax provision on realized gains of $0.45 million for the six months ended June 30, 2018.

 

55


Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to “Critical Accounting Policies—Valuation of Portfolio Investments.” Net change in unrealized appreciation (depreciation) on investments for the three and six months ended June 30, 2019 and 2018 were as follows:

 

     For the Three Months Ended     For the Six Months Ended  
     June 30,
2019
    June 30,
2018
    June 30,
2019
    June 30,
2018
 
Unrealized appreciation    $ 25.37     $ 7.50     $ 31.04     $ 7.28  
Unrealized depreciation      (18.53     (10.30     (20.64     (11.59
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation (depreciation) on investments

   $ 6.84     $ (2.80   $ 10.40     $ (4.31
  

 

 

   

 

 

   

 

 

   

 

 

 

The change in unrealized appreciation (depreciation) on investments for the three and six months ended June 30, 2019 and 2018 consisted of the following:

 

     For the Three
Months Ended
June 30, 2019
    For the Six
Months Ended
June 30, 2019
 
     ($ in millions)  
Portfolio Company:     
Country Fresh Holding Company Inc.    $ 8.29     $ 1.43  
Senior Credit Fund, LLC      4.07       3.54  
CB-HDT Holdings, Inc.      3.74       0.29  
Iracore International Holdings, Inc.      1.57       1.94  
Artesyn Embedded Technologies, Inc.      1.55       1.90  
Other, net(1)      0.07       0.43  
ASC Acquisition Holdings, LLC      -       14.57  
MPI Products LLC      (1.47     (1.61
Bolttech Mannings, Inc.      (1.59     (1.97
GK Holdings, Inc.      (2.25     (2.25
SMS Systems Maintenance Services, Inc.      (2.29     (2.29
Zep Inc.      (4.85     (5.58
  

 

 

   

 

 

 

Total

   $ 6.84     $ 10.40  
  

 

 

   

 

 

 

 

(1)   

For the three and six months ended June 30, 2019 other, net includes gross unrealized appreciation of $6.15 million and $7.37 million, respectively, and gross unrealized depreciation of $(6.08) million and $(6.94) million, respectively.

 

     For the Three
Months Ended
June 30, 2018
    For the Six
Months Ended
June 30, 2018
 
     ($ in millions)  
Portfolio Company:     
CB-HDT Holdings, Inc.    $ 2.55     $ 2.11  
NTS Communications, Inc.      1.23       0.80  
MedPlast Holdings, Inc.      1.01       0.97  
Conergy Asia & ME Pte. LTD.      1.01       0.87  
Legacy Buyer Corp.      0.36       0.33  
US Med Acquisition, Inc.      (0.02     (0.57
Avenue Stores, LLC      (0.04     (0.53
Bolttech Mannings, Inc.      (0.06     (1.29
Zep Inc.      (0.37     (0.32
ASC Acquisition Holdings, LLC      (0.60     (0.38
Kawa Solar Holdings Limited      (0.72     (0.57
Senior Credit Fund, LLC      (0.76     0.24  
Other, net(1)      (1.09     (0.67
Conergy Asia Holdings, Ltd.      (5.30     (5.30
  

 

 

   

 

 

 

Total

   $ (2.80   $ (4.31
  

 

 

   

 

 

 

 

(1)   

For the three and six months ended June 30, 2018 other, net includes gross unrealized appreciation of $1.34 million and $1.95 million, respectively, and gross unrealized depreciation of $(2.43) million and $(2.62) million, respectively.

 

56


Net change in unrealized appreciation (depreciation) in our investments for the three and six months ended June 30, 2019 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned exchange with ASC Acquisition Holdings, LLC., Country Fresh Holding Company Inc. and the liquidation and dissolution of the Senior Credit Fund. The net change was offset by the unrealized depreciation in Zep, Inc., which was due to financial underperformance. Net change in unrealized appreciation (depreciation) in our investments for the three and six months ended June 30, 2018 was primarily driven by the unrealized depreciation in Conergy Asia Holdings, Ltd. due to its capital condition.

SENIOR CREDIT FUND, LLC

Overview

The Senior Credit Fund, an unconsolidated Delaware limited liability company, was formed on May 7, 2014 and commenced operations on October 1, 2014. We invested together with Cal Regents through the Senior Credit Fund. The Senior Credit Fund’s principal purpose was to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies. Each of us and Cal Regents were responsible for sourcing the Senior Credit Fund’s investments. Each of us and Cal Regents had a 50% economic ownership in the Senior Credit Fund and each had subscribed to and has fully contributed $100.00 million. On December 19, 2016, SPV I entered into an amended and restated credit facility (as amended, the “Asset Based Facility”), which consisted of a revolving credit facility (the “SPV I Revolving Credit Facility”), a term loan facility (the “SPV I Term Loan Facility”) and a Class B loan facility (the “SPV I Class B Facility”), with various lenders. For the Asset Based Facility, Natixis, New York Branch (“Natixis”) served as the facility agent, and State Street Bank and Trust Company served as the collateral agent. On February 27, 2019, the board of managers of the Senior Credit Fund authorized the liquidation and subsequent dissolution of the Senior Credit Fund and the pro-rata distribution of its assets and liabilities to the members of the Senior Credit Fund. On May 8, 2019, we and Cal Regents each contributed $125.56 million to the Senior Credit Fund, which was used by the Senior Credit Fund to repay in full all outstanding indebtedness, including all accrued and unpaid interest and fees, under the Asset Based Facility and to fund certain other related expenses that the Senior Credit Fund expects to incur in connection with its dissolution. The Asset Based Facility was then terminated and all liens securing the collateral under the Asset Based Facility were released and terminated.

Following the repayment and termination of the aforementioned Asset Based Facility, the Senior Credit Fund distributed to its pro rata share of the assets of the Senior Credit Fund. The pro rata portion of the assets received by us included senior secured loans of $215.10 million and $210.09 million at amortized cost and at fair value, respectively and cash of $8.25 million. In addition we assumed the obligation to fund outstanding unfunded commitments of the Senior Credit Fund that totaled $5.66 million, representing its pro rata portion of all unfunded commitments of the Senior Credit Fund at such time. The pro rata portion of the assets received by us have been included in our consolidated financial statements and notes thereto.

As of June 30, 2019, the Senior Credit Fund consisted of cash and cash equivalents, and other liabilities that represents an amount due to its members of approximately $3.06 million. We included $1.53 million within Other Assets on the Consolidated Statement of Asset and Liabilities in respect of our pro rata portion of the amount due from the Senior Credit Fund to its members. After the satisfaction of all remaining liabilities and the distribution of any remaining assets, including our pro rata share of any interest payments from certain portfolio investments of the Senior Credit Fund, the Senior Credit Fund will be terminated.

 

57


Senior Credit Fund Portfolio as of December 31, 2018

 

 

Portfolio
Company
  Industry    Interest Rate (+)   

Reference Rate and

Spread (+)

  Maturity     Par Amount     Cost     Fair Value  
1st Lien/Senior Secured Debt(+)              
3SI Security Systems, Inc.   Commercial Services & Supplies    8.54%    L + 5.75%; 1.00% Floor     06/16/2023     $ 29.85     $ 29.53     $ 29.55  
A Place For Mom, Inc.   Diversified Consumer Services    6.27%    L + 3.75%; 1.00% Floor     08/10/2024       17.86       17.85       17.86  
AMCP Clean Acquisition Company, LLC   Commercial Services & Supplies    7.05%    L + 4.25%     06/16/2025       8.83       8.79       8.70  
AMCP Clean Acquisition Company, LLC(1)   Commercial Services & Supplies    6.93%    L + 4.25%     06/16/2025       2.13       0.83       0.80  
Ansira Partners, Inc.   Media    8.27%    L + 5.75%; 1.00% Floor     12/20/2022       9.25       9.18       9.20  
Ansira Partners, Inc.(1)   Media    8.27%    L + 5.75%; 1.00% Floor     12/20/2022       0.57       0.14       0.14  
ATX Networks Corp.   Communications Equipment    9.80%    L + 7.00% (Incl. 1.00% PIK); 1.00% Floor     06/11/2021       14.98       14.90       14.08  
ATX Networks Corp.   Communications Equipment    9.80%    L + 7.00% (Incl. 1.00% PIK); 1.00% Floor     06/11/2021       0.95       0.94       0.90  
Badger Sportswear, Inc.   Textiles, Apparel & Luxury Goods    7.02%    L + 4.50%; 1.00% Floor     09/11/2023       14.66       14.56       14.37  
Barbri, Inc.   Media    6.60%    L + 4.25%; 1.00% Floor     12/01/2023       12.49       12.43       12.17  
CST Buyer Company   Diversified Consumer Services    7.52%    L + 5.00%; 1.00% Floor     03/01/2023       18.67       18.29       18.44  
CST Buyer Company(1) (2)   Diversified Consumer Services       L + 5.00%; 1.00% Floor     03/01/2023       1.80       (0.04     (0.02
DBRS Limited   Capital Markets    7.96%    L + 5.25%; 1.00% Floor     03/04/2022       11.55       11.49       11.38  
DiscoverOrg, LLC(3)   Software    7.03%    L + 4.50%; 1.00% Floor     08/25/2023       7.90       7.87       7.86  
Drilling Info Holdings, Inc.   Oil & Gas    6.77%    L + 4.25%     07/30/2025       17.00       16.92       16.89  
Drilling Info Holdings, Inc.(1) (2)   Oil & Gas       L + 4.25%     07/30/2025       1.46       (0.01     (0.01
FWR Holding Corporation   Hotels, Restaurants & Leisure    8.26%    L + 5.75%; 1.00% Floor     08/21/2023       8.99       8.81       8.81  
FWR Holding Corporation   Hotels, Restaurants & Leisure    8.26%    L + 5.75%; 1.00% Floor     08/21/2023       1.79       1.76       1.76  
FWR Holding Corporation   Hotels, Restaurants & Leisure    8.26%    L + 5.75%; 1.00% Floor     08/21/2023       1.14       1.11       1.11  
FWR Holding Corporation(1)   Hotels, Restaurants & Leisure    10.25%    P + 4.75%; 2.00% Floor     08/21/2023       1.17       0.42       0.42  
GH Holding Company   Real Estate Management & Development    7.02%    L + 4.50%     02/28/2023       14.89       14.83       14.81  
GI Revelation Acquisition LLC   Internet Software & Services    7.52%    L + 5.00%     04/16/2025       9.46       9.42       9.28  
GK Holdings, Inc.   IT Services    8.80%    L + 6.00%; 1.00% Floor     01/20/2021       17.28       17.23       15.73  
GlobalTranz Enterprises, Inc.   Road & Rail    6.77%    L + 4.25%     06/29/2025       21.94       21.84       21.84  
GlobalTranz Enterprises, Inc.(1) (2)   Road & Rail       L + 4.25%     06/29/2025       4.00             (0.02
Halo Branded Solutions, Inc.   Commercial Services & Supplies    7.02%    L + 4.50%; 1.00% Floor     06/30/2025       10.50       10.40       10.19  
Halo Branded Solutions, Inc.   Commercial Services & Supplies    7.02%    L + 4.50%; 1.00% Floor     06/30/2025       4.42       4.38       4.29  
HC Group Holdings III, Inc.   Health Care Providers & Services    6.27%    L + 3.75%     04/07/2022       8.71       8.68       8.60  
Hygiena Borrower LLC(3)   Life Sciences Tools & Services    6.80%    L + 4.00%; 1.00% Floor     08/26/2022       17.76       17.62       17.41  
Hygiena Borrower LLC(1) (2) (3)   Life Sciences Tools & Services       L + 4.00%; 1.00% Floor     08/26/2022       0.29       (0.00     (0.01
Hygiena Borrower LLC(1) (2) (3)   Life Sciences Tools & Services       L + 4.00%; 1.00% Floor     08/26/2022       1.87       (0.02     (0.04

 

58


Senior Credit Fund Portfolio as of December 31, 2018 (Continued)

 

 

Portfolio Company   Industry    Interest Rate (+)   

Reference Rate and

Spread (+)

  Maturity     Par Amount     Cost     Fair Value  
Jill Acquisition LLC   Textiles, Apparel & Luxury Goods    7.53%    L + 5.00%; 1.00% Floor     05/08/2022     $ 13.84     $ 13.77     $ 13.62  
Lattice Semiconductor Corporation   Semiconductors & Semiconductor Equipment    6.63%    L + 4.25%; 1.00% Floor     03/10/2021       9.21       9.12       9.21  
Output Services Group, Inc.   Diversified Consumer Services    6.77%    L + 4.25%; 1.00% Floor     03/27/2024       6.98       6.95       6.75  
Output Services Group, Inc.(1) (2)   Diversified Consumer Services       L + 4.25%; 1.00% Floor     03/27/2024       1.03             (0.03
Pharmalogic Holdings Corp.   Health Care Equipment & Supplies    6.52%    L + 4.00%     06/11/2023       6.54       6.53       6.53  
Pharmalogic Holdings Corp.   Health Care Equipment & Supplies    6.52%    L + 4.00%     06/11/2023       1.88       1.87       1.87  
Pharmalogic Holdings Corp.(1) (2)   Health Care Equipment & Supplies       L + 4.00%     06/11/2023       3.54       (0.01     (0.01
Professional Physical Therapy(4)   Health Care Providers & Services       L + 7.50% PIK; 1.00% Floor     12/16/2022       11.26       10.28       9.35  
Regulatory DataCorp, Inc.   Diversified Financial Services    7.02%    L + 4.50%; 1.00% Floor     09/21/2022       4.96       4.96       4.86  
SciQuest, Inc.   Internet Software & Services    6.53%    L + 4.00%; 1.00% Floor     12/28/2024       19.85       19.76       19.45  
SMS Systems Maintenance Services, Inc.   IT Services    7.52%    L + 5.00%; 1.00% Floor     10/30/2023       14.70       14.64       10.92  
Stackpath, LLC   Internet Software & Services    7.59%    L + 5.00%; 1.00% Floor     02/03/2023       16.70       16.58       16.03  
Tronair Parent Inc.   Air Freight & Logistics    7.56%    L + 4.75%; 1.00% Floor     09/08/2023       13.68       13.59       13.14  
U.S. Acute Care Solutions, LLC   Health Care Providers & Services    7.52%    L + 5.00%; 1.00% Floor     05/14/2021       12.74       12.67       12.68  
VRC Companies,
LLC(3)
  Commercial Services & Supplies    9.02%    L + 6.50%; 1.00% Floor     03/31/2023       27.36       26.97       27.09  
VRC Companies,
LLC(1) (3)
  Commercial Services & Supplies    9.45%    L + 6.50%; 1.00% Floor     03/31/2022       1.41       0.70       0.71  
             

 

 

   

 

 

 

Total 1st Lien/Senior Secured Debt

              438.53       428.66  
1st Lien/Last-Out Unitranche(5)

 

ASC Acquisition Holdings, LLC(3)   Distributors    10.03%    L + 7.50%; 1.00% Floor     12/15/2021       8.06       8.01       7.86  

Total 1st Lien/Last-Out Unitranche

              8.01       7.86  
             

 

 

   

 

 

 
2nd Lien/Senior Secured Debt

 

DiscoverOrg, LLC(3)   Software    11.03%    L + 8.50%; 1.00% Floor     02/23/2024       10.50       10.37       10.42  
GK Holdings, Inc.   IT Services    13.05%    L + 10.25%; 1.00% Floor     01/20/2022       6.01       5.94       4.86  
             

 

 

   

 

 

 

Total 2nd Lien/Senior Secured Debt

              16.31       15.28  
             

 

 

   

 

 

 

Total Corporate Debt

            $ 462.85     $ 451.80  
           

 

 

   

 

 

 

 

(+)   

The terms in the Schedule above disclose the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of December 31, 2018, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 3.01%, 2.88%, 2.81%, 2.61%, 2.50% and 2.41%, respectively. As of December 31, 2018, P was 5.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2018.

(1)   

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated.

(2)   

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(3)   

We also hold a portion of senior secured debt in this portfolio company.

(4)   

The investment is on non-accrual status as of December 31, 2018.

(5)   

In exchange for the greater risk of loss, the “last-out” portion of the Company’s unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion that we would continue to hold.

(6)   

The rate shown is the annualized seven-day yield as of December 31, 2018.

PIK – Payment-In-Kind

 

59


Below is certain summarized balance sheet information for the Senior Credit Fund as of December 31, 2018:

 

     December 31,
2018
 
Selected Balance Sheet Information   
Total investments, at fair value    $ 457.09  
Cash and other assets      42.85  
  

 

 

 

Total assets

   $ 499.94  
  

 

 

 
Debt(1)    $ 298.34  
Other liabilities      8.69  
  

 

 

 

Total liabilities

   $ 307.03  
  

 

 

 
Members’ equity    $ 192.91  
  

 

 

 

Total liabilities and Members’ equity

   $ 499.94  
  

 

 

 

 

(1)   

Net of deferred financing costs for the SPV I Term Loan Facility (as defined below) as of December 31, 2018, which were in the amount of $2.16 million, respectively.

Below is certain summarized Statement of Operations information for the Senior Credit Fund:

 

     For the Three Months Ended      For the Six Months Ended  
     June 30,
2019*
    June 30,
2018
     June 30,
2019*
     June 30,
2018
 
Selected Statements of Operations Information:           
Total investment income    $ 3.61     $ 8.84      $ 12.80      $ 19.17  
  

 

 

   

 

 

    

 

 

    

 

 

 
Expenses:           
Interest and other debt expenses    $ 6.56     $ 3.87      $ 10.57      $ 7.25  
Professional fees      0.25       0.30        0.45        0.41  
Administration and custodian fees      0.05       0.10        0.15        0.20  
Other expenses      0.02       0.01        0.01        0.03  
  

 

 

   

 

 

    

 

 

    

 

 

 
Total expenses    $ 6.88     $ 4.28      $ 11.18      $ 7.89  
  

 

 

   

 

 

    

 

 

    

 

 

 
Total net income    $ (3.27   $ 4.56      $ 1.62      $ 11.28  
  

 

 

   

 

 

    

 

 

    

 

 

 

 

*  

Senior Credit Fund dissolved effective May 8, 2019.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.

We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities as discussed below, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of June 30, 2019 and December 31, 2018, our asset coverage ratio based on the aggregate amount outstanding of senior securities was 182% and 206%, respectively. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

We may enter into investment commitments through signed commitment letters which may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.

 

60


As of June 30, 2019, we had cash of approximately $10.12 million, an increase of $4.01 million from December 31, 2018. Cash used by operating activities for the six months ended June 30, 2019 was approximately $(143.77) million, primarily driven by purchases of investments of $417.14 million, offset by proceeds from sales and repayments of $243.90 million and increase in net assets resulting from operations of $18.35 million. Cash provided by financing activities for the six months ended June 30, 2019 was approximately $147.78 million, primarily driven by borrowing of debt of $358.91 million, offset by repayments on debt of $176.00 million, and distributions paid of $34.78 million.

As of June 30, 2018, we had cash of approximately $9.21 million, a decrease of $2.40 million from December 31, 2017. Cash provided by operating activities for the six months ended June 30, 2018 was approximately $73.09 million, primarily driven by an increase in net assets resulting from operations of $35.92 million, proceeds from sales and principal repayments of $157.51 million and net proceeds from investment in affiliated money market of $11.53 million, offset by purchases of investments of $130.71 million and cash used for other operating activities of $1.16 million. Cash used for financing activities for the six months ended June 30, 2018 was approximately $75.49 million, primarily driven by repayments on debt of $159.25 million, distributions paid of $35.24 million and other financing activities of $2.00 million, offset by borrowings on debt of $121.00 million.

To the extent permissible under the risk retention rules and applicable provisions of the Investment Company Act, we may raise capital by securitizing certain of our investments, including through the formation of one or more CLOs or asset based facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. We may also pursue other forms of debt financing, including potentially from the Small Business Administration through a future small business investment company subsidiary (subject to regulatory approvals).

Equity Issuances

There were no sales of our common stock during the six months ended June 30, 2019 and 2018.

Common Stock Repurchase Plans

In February 2016, our Board of Directors authorized us to repurchase up to $25.00 million of our common stock if the stock trades below the most recently announced NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share), from March 18, 2016 to March 18, 2017, subject to certain limitations. In February 2017, our Board of Directors renewed its authorization of the stock repurchase plan to extend the expiration to March 18, 2018, in February 2018, again renewed its authorization of the stock repurchase plan to extend the expiration to March 18, 2019 and, in February 2019, again renewed its authorization of the stock repurchase plan to extend the expiration to March 18, 2020.

In connection with this authorization, we entered into a 10b5-1 plan (the “Company 10b5-1 Plan”). The Company 10b5-1 Plan initially took effect on March 18, 2016 (with any purchases to commence after the opening of NYSE trading on March 21, 2016), was subsequently renewed and expired on March 18, 2018. We entered into an agreement to renew the Company 10b5-1 Plan on May 14, 2018, which was terminated on June 27, 2018 in connection with our offering of Convertible Notes described below in “—Convertible Notes.” On June 27, 2018, we entered into an agreement to renew the Company 10b5-1 Plan with any purchases pursuant to the agreement to commence on September 25, 2018. The Company 10b5-1 Plan expired on March 18, 2019.

In February 2019, our Board of Directors approved a new common stock repurchase plan (the “New Company 10b5-1 Plan”), which provides for us to repurchase of up to $25.00 million of shares of our common stock if the stock trades below the most recently announced net asset value per share, subject to limitations. Under the New Company 10b5-1 Plan, no purchases will be made if such purchases would (i) cause the aggregate ownership of our outstanding stock by Group Inc. and GS & Co. to equal or exceed 25.0% (due to the reduction in outstanding shares of stock as a result of purchase) or (ii) cause our Debt/Equity Ratio to exceed the lower of (a) 1.40 or (b) the Maximum Debt/Equity Ratio. In the New Company 10b5-1 Plan, “Debt/Equity Ratio” means the sum of debt on the Consolidated Statements of Assets and Liabilities and the total notional value of the Purchaser’s unfunded commitments divided by 85% of total equity, as of the most recent reported financial statement end date, and “Maximum Debt/Equity Ratio” means the sum of debt on the balance sheet and committed uncalled debt divided by net assets, as of the most recent reported financial statement end date. The New Company 10b5-1 Plan took effect on March 18, 2019, expires on March 18, 2020 and purchases thereunder will be conducted on a programmatic basis in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and other applicable securities laws.

Repurchases of our common stock under the New Company 10b5-1 Plan or otherwise may result in the price of our common stock being higher than the price that otherwise might exist in the open market. For the three and six months ended June 30, 2019 and 2018, we did not repurchase any of our common stock pursuant to the Company 10b5-1 Plan, the New Company 10b5-1 Plan or otherwise.

Dividend Reinvestment Plan

Concurrent with the IPO, we adopted a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Due to regulatory considerations, Group Inc. has opted out of the dividend reinvestment plan, and GS & Co. has opted out of the dividend reinvestment plan in respect of any shares of our common stock acquired through the GS 10b5-1 Plan.

 

61


The following table summarizes shares distributed pursuant to the dividend reinvestment plan during the six months ended June 30, 2019 to stockholders who had not opted out of the dividend reinvestment plan.

 

Date Declared

   Record Date    Payment Date    Shares  
October 30, 2018    December 31, 2018    January 15, 2019      39,591  
February 20, 2019    March 29, 2019    April 15, 2019      35,306  

The following table summarizes shares distributed pursuant to the dividend reinvestment plan during the six months ended June 30, 2018 to stockholders who had not opted out of the dividend reinvestment plan.

 

Date Declared

   Record Date    Payment Date    Shares  
October 31, 2017    December 29, 2017    January 16, 2018      23,824  
February 21, 2018    March 30, 2018    April 16, 2018      20,916  

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of value of our average gross assets and (2) a two-part Incentive Fee. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Either party or the stockholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party.

The following table shows our contractual obligations as of June 30, 2019:

 

     Payments Due by Period (in millions)  
     Total      Less Than
1 Year
     1 – 3 Years      3 – 5 Years      More Than
5 Years
 
Revolving Credit Facility    $ 653.95      $      $      $ 653.95      $  
Revolving Credit Facility    33.75                33.75       
Convertible Notes    $ 155.00      $      $ 155.00      $      $  

Revolving Credit Facility

On September 19, 2013, we entered into the Revolving Credit Facility with various lenders. SunTrust Bank serves as administrative agent and Bank of America N.A. serves as syndication agent. We amended and restated the Revolving Credit Facility on October 3, 2014, November 3, 2015, December 16, 2016, February 21, 2018 and September 17, 2018.

The aggregate committed borrowing amount under the Revolving Credit Facility is $795.00 million. The Revolving Credit Facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the borrowing capacity of the Revolving Credit Facility up to $1,000.00 million.

Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at our election) of either (i) LIBOR plus a margin of either 1.75% or 2.00%, subject to borrowing base conditions or (ii) an alternative base rate, which is the higher of the Prime Rate, Federal Funds Rate plus 0.50% or overnight LIBOR plus 1.00%, plus either 0.75% or 1.00%, subject to borrowing base conditions. Borrowings denominated in EUR bear interest (at our election) or EUR LIBOR plus a margin of either 1.75% or 2.00%, subject to borrowing base conditions. We may elect either the LIBOR, EUR LIBOR, or an alternative base rate at the time of borrowing, and borrowings may be converted from one rate to another at any time, subject to certain conditions. Interest is payable quarterly in arrears. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on February 21, 2023.

The Revolving Credit Facility may be guaranteed by certain of our domestic subsidiaries, including any that are formed or acquired by us in the future (collectively, the “Guarantors”). Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

 

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Our obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of our portfolio of investments and cash, with certain exceptions. The Revolving Credit Facility contains certain covenants, including: (i) maintaining a minimum shareholder’s equity of $500.00 million plus 25% of net proceeds of the sale of equity interests after February 21, 2018, (ii) maintaining a minimum asset coverage ratio of at least 150%, (iii) maintaining a minimum asset coverage ratio of 200% with respect to consolidated assets (with certain limitations on the contribution of equity in financing subsidiaries as specified therein) of us and our subsidiary guarantors to the secured debt of us and our subsidiary guarantors, (iv) maintaining a minimum Company net worth of at least $350.00 million, (v) maintaining a minimum liquidity test of at least 10% of the covered debt amount during any period when the adjusted covered debt balance is greater than 90% of the adjusted borrowing base, as defined in the Revolving Credit Facility, and (vi) complying with restrictions on industry concentrations in our investment portfolio. We are in compliance with these covenants.

The Revolving Credit Facility also includes customary representations and warranties, conditions precedent to funding of draws and events of default.

Convertible Notes

On October 3, 2016, we closed an offering of $115.00 million aggregate principal amount of unsecured Convertible Notes, which included $15.00 million aggregate principal amount issued pursuant to the initial purchasers’ exercise in full of an over-allotment option (the “Initial Convertible Notes”). The sale of the Initial Convertible Notes generated net proceeds of approximately $110.90 million. We used the net proceeds of the offering to pay down debt under the Revolving Credit Facility.

On July 2, 2018, we closed an offering of $40.00 million aggregate additional principal amount (the “Additional Convertible Notes” and, together with the Initial Convertible Notes, the “Convertible Notes”). The Additional Convertible Notes have identical terms, are fungible and are part of the Initial Convertible Notes. The sale of the Additional Convertible Notes generated net proceeds of approximately $38.57 million. We used the net proceeds of the offering to pay down debt under the Revolving Credit Facility.

The Convertible Notes were issued pursuant to an indenture between us and Wells Fargo Bank, National Association, as Trustee. Wells Fargo Bank, National Association and/or its affiliates provide bank lending and distribution services to certain Goldman Sachs funds. The Convertible Notes bear interest at a rate of 4.50% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2017. The Convertible Notes will mature on April 1, 2022, unless repurchased or converted in accordance with their terms prior to such date. In certain circumstances, the Convertible Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, based on an initial conversion rate of 40.8397 shares of our common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of our common stock on September 27, 2016 and 16.7% above the $20.99 per share closing price of our common stock on June 26, 2018. We will not have the right to redeem the Convertible Notes prior to maturity.

Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding October 1, 2021 only under the following circumstances: (1) during any calendar quarter, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after October 1, 2021, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the occurrence or nonoccurrence of any of the foregoing circumstances.

The Convertible Notes are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options. Upon conversion of any of the Convertible Notes, we intend to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, we have the option to pay the excess amount in cash or shares of our common stock (or a combination of cash and shares), subject to the requirements of the indenture governing the Convertible Notes. We have determined that the embedded conversion options in the Convertible Notes are not required to be separately accounted for as derivatives under ASC 815, Derivatives and Hedging. At the time of issuance the values of the debt and equity components of the Initial Convertible Notes and Additional Convertible Notes were approximately 99.4% and 0.6%, and 97.9% and 2.1%, respectively.

The OID equal to the equity component of the Convertible Notes was recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. We record interest expense comprised of both stated interest and amortization of the OID. At the time of issuance, the equity component of the Initial Convertible Notes and the Additional Convertible Notes were $0.74 million and $0.84 million, respectively. Additionally, the issuance costs associated with the Convertible Notes were allocated to the debt and equity components in proportion to the allocation of the values at the time of issuance and accounted for as debt issuance costs and equity issuance costs, respectively.

 

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HEDGING

Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. The Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC staff no-action letter (the “BDC CFTC No-Action Letter”) with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, the BDC CFTC No-Action Letter imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of the BDC CFTC No-Action Letter.

OFF-BALANCE SHEET ARRANGEMENTS

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet.

As of June 30, 2019, we believed that we had adequate financial resources to satisfy our unfunded commitments. As of June 30, 2019 and December 31, 2018, our unfunded commitments to provide funds to portfolio companies were as follows:

 

     As of  
     June 30,
2019
     December 31,
2018
 
     (in millions)  
Unfunded Commitments      
First Lien/Senior Secured Debt    $ 72.37      $ 94.40  
Second Lien/Senior Secured Debt      2.38        2.35  
  

 

 

    

 

 

 

Total

   $ 74.75      $ 96.75  
  

 

 

    

 

 

 

RECENT DEVELOPMENTS

On July 30, 2019, our Board of Directors declared a quarterly distribution of $0.45 per share payable on October 15, 2019 to holders of record as of September 30, 2019.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our critical accounting policies are further described in the notes to the consolidated financial statements.

Valuation of Portfolio Investments

As a BDC, we conduct the valuation of our assets, pursuant to which our NAV is determined, consistent with GAAP and the Investment Company Act. Our Board of Directors, with the assistance of our Audit Committee, determines the fair value of our assets within the meaning of the Investment Company Act, on at least a quarterly basis, in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement and Disclosures (“ASC 820”).

ASC 820 defines fair value 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. Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same – to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

 

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ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities.

The three-level hierarchy for fair value measurement is defined as follows:

Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

Level 2—inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is 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 requires judgment and considers factors specific to the financial instrument.

Currently, the majority of our investments fall within Level 3 of the fair value hierarchy. We do not expect that there will be readily available market values for most of the investments which are in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our Board of Directors using a documented valuation policy, described below, and a consistently applied valuation process. The factors that may be taken into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, and the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. Available current market data are considered such as applicable market yields and multiples of publicly traded securities, comparison of financial ratios of peer companies, and changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade in their principal market, and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by our Board of Directors contemplates a multi-step valuation process each quarter, as described below:

 

  (1)

Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Investment Adviser responsible for the portfolio investment;

 

  (2)

Our Board of Directors also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information provided by the investment professionals of the Investment Adviser as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to our Board of Directors or the Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

 

  (3)

The Independent Valuation Advisors’ preliminary valuations are reviewed by our Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the Controllers Department within the Finance Division of Goldman Sachs. The Independent Valuation Advisors’ ranges are compared to our Investment Adviser’s valuations to ensure our Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Private Investment Valuation and Side Pocket Working Group of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment making decision process;

 

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  (4)

The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors;

 

  (5)

The Audit Committee of our Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, our Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and

 

  (6)

Our Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of our investments in good faith, based on the input of our Investment Adviser, the Independent Valuation Advisors and the Audit Committee.

Investment Transactions and Related Investment Income

We record our investment transactions on a trade date basis, which is the date when we assume the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method. Dividend income on common equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Interest income and dividend income are presented net of withholding tax, if any. Accretion of discounts and amortization of premiums, which are included in interest income and expense, are recorded over the life of the underlying instrument using the effective interest method.

Fair value generally is based on quoted market prices, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments in securities are measured at fair value as determined by our Investment Adviser and/or by one or more independent third parties.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. For additional information, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report.

Non-Accrual Status

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the investment has sufficient collateral value and is in the process of collection. As of June 30, 2019, we had certain investments held in three portfolio companies on non-accrual status, which represented 3.9% and 3.5% of the total investments at amortized cost and at fair value, respectively. As of December 31, 2018, we had certain investments held in three portfolio companies on non-accrual status, which represented 8.3% and 7.0% of the total investments at amortized cost and at fair value, respectively.

Distribution Policy

We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. Future quarterly distributions, if any, will be determined by our Board of Directors. All distributions will be subject to lawfully available funds therefor, and no assurance can be given that we will be able to declare distributions in future periods.

We have elected to be treated, and expect to qualify annually, as a RIC under Subchapter M of the Code, commencing with our taxable year ended December 31, 2013. To maintain our tax treatment as a RIC, we must, among other things, timely distribute to our stockholders at least 90% of our investment company taxable income for each taxable year. We intend to timely distribute to our stockholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and carry forward taxable income for distribution in the following year and pay any applicable tax. The distributions we pay to our stockholders in a year may exceed our net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year. Stockholders should read carefully any written disclosure regarding a distribution from us and should not assume that the source of any distribution is our net ordinary income or capital gains.

We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if our Board of Directors declares a cash distribution, each stockholder that has not “opted out” of our dividend reinvestment plan will have its distribution automatically reinvested in additional shares of our common stock rather than receiving the cash distribution. Stockholders who receive distributions in the form of shares of common stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, since their cash distributions will be reinvested, those stockholders will not receive cash with which to pay any applicable taxes. Due to regulatory considerations, Group Inc. has opted out of the dividend reinvestment plan, and GS & Co. has opted out of the dividend reinvestment plan in respect of any shares of our common stock acquired through the GS 10b5-1 Plan.

 

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Federal Income Taxes

As a RIC, we generally will not be required to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To maintain our RIC status, we must meet specified source-of-income and asset diversification requirements and timely distribute to our stockholders at least 90% of our investment company taxable income for each year. Depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. We generally will be required to pay a U.S. federal excise tax if our distributions during a calendar year do not exceed the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of June 30, 2019 and December 31, 2018, on a fair value basis, approximately 3.2% and 3.4%, respectively, of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately 96.8% and 96.6%, respectively, of our performing debt investments bore interest at a floating rate. Our borrowings under the Revolving Credit Facility bear interest at a floating rate and the Convertible Notes bear interest at a fixed rate.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.

Based on our June 30, 2019 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

 

As of June 30, 2019

Basis Point Change

   Interest
Income
     Interest
Expense
     Net
Income
 
(in millions)                     
Up 300 basis points    $ 34.60      $ (19.44    $ 15.16  
Up 200 basis points      23.06        (12.96      10.10  
Up 100 basis points      11.53        (6.48      5.05  
Up 75 basis points      8.65        (4.86      3.79  
Up 50 basis points      5.77        (3.24      2.53  
Up 25 basis points      2.88        (1.62      1.26  
Down 25 basis points      (2.88      1.62        (1.26
Down 50 basis points      (5.77      3.24        (2.53
Down 75 basis points      (8.65      4.86        (3.79
Down 100 basis points      (11.53      6.48        (5.05
Down 200 basis points      (16.49      12.96        (3.53
Down 300 basis points      (16.90      15.54        (1.36

We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

 

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ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2019. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. There have been no material changes to the risk factors previously reported under Item 1A: “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 28, 2019. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

We are exposed to risks associated with changes in interest rates.

Our debt investments may be based on floating rates, such as LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. Currently, most of our floating rate investments are linked to LIBOR and it is unclear how increased regulatory oversight and changes in the method for determining LIBOR may affect the value of the financial obligations to be held by or issued to us that are linked to LIBOR, or how such changes could affect our results of operations or financial condition. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations. In addition, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. Following the replacement of LIBOR, some or all of these credit agreements may bear interest a lower interest rate, which could have an adverse impact on our results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our Revolving Credit Facility. If we are unable to do so, amounts drawn under the Revolving Credit Facility may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.

Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred stock and the rate that our investments yield. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.

Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from Investments is not increasing in a corresponding manner as a result of such minimum interest rates.

In periods of rising interest rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.

If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.

A change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold in the Investment Management Agreement and may result in a substantial increase in the amount of incentive fees payable to our Investment Adviser with respect to the portion of the Incentive Fee based on income.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.

 

Exhibit
No
 

Description of Exhibits

3.1  

Certificate of Incorporation (incorporated by reference to Exhibit (a) to pre-effective Amendment No. 7 to the Company’s Registration Statement on Form N-2 (file no. 333-187642), filed on March 3, 2015).

3.2  

Bylaws (incorporated by reference to Exhibit (b) to pre-effective Amendment No. 7 to the Company’s Registration Statement on Form N-2 (file no. 333-187642), filed on March 3, 2015).

31.1*  

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*  

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*  

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

*

Filed herewith.

 

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SIGNATURES

Pursuant to the requirements 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.

 

      GOLDMAN SACHS BDC, INC.
Date: August 1, 2019            /s/ Brendan McGovern
     

Brendan McGovern

Chief Executive Officer and President

(Principal Executive Officer)

Date: August 1, 2019       /s/ Jonathan Lamm
     

Jonathan Lamm

Chief Financial Officer and Treasurer

(Principal Financial Officer)

 

70