UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended March 31, 2018
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission file number 814-00789
THL CREDIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware |
|
27-0344947 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
100 Federal St., 31st Floor, Boston, MA |
|
02110 |
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 800-450-4424
Securities registered pursuant to 12(b) of the Act:
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, as amended, during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 |
|
☐ |
|
Accelerated filer |
|
☒ |
|
|
|
|
|
|
|
|
|
Non-Accelerated filer |
|
☐ (Do not check if a smaller reporting company) |
|
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 Securities Exchange Act of 1934). Yes ☐ No ☒
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding at May 2, 2018 was 32,673,590.
FORM 10-Q FOR THE QUARTER ENDED March 31, 2018
Table of Contents
|
|
|
INDEX |
|
PAGE |
|
PART I. |
|
FINANCIAL INFORMATION |
|
|
|
|
|
|
|
|
|
Item 1. |
|
Financial Statements |
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017 (unaudited) |
|
4 |
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 (unaudited) |
|
6 |
|
|
|
|
|
|
|
|
|
Consolidated Schedules of Investments as of March 31, 2018 (unaudited) and December 31, 2017 |
|
7 |
|
|
|
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
67 |
|
|
|
|
|
|
|
Item 3. |
|
|
107 |
|
|
|
|
|
|
|
|
Item 4. |
|
|
108 |
|
|
|
|
|
|
|
|
PART II. |
|
|
109 |
|
|
|
|
|
|
|
|
Item 1. |
|
|
109 |
|
|
|
|
|
|
|
|
Item 1A. |
|
|
109 |
|
|
|
|
|
|
|
|
Item 2. |
|
|
110 |
|
|
|
|
|
|
|
|
Item 3. |
|
|
110 |
|
|
|
|
|
|
|
|
Item 4. |
|
|
110 |
|
|
|
|
|
|
|
|
Item 5. |
|
|
110 |
|
|
|
|
|
|
|
|
Item 6. |
|
|
111 |
|
|
|
|
|
|
|
|
|
112 |
|||
2
THL Credit, Inc. and Subsidiaries
Consolidated Statements of Assets and Liabilities
(in thousands, except per share data)
(unaudited)
|
|
|
March 31, 2018 |
|
|
December 31, 2017 |
|
||
|
Assets: |
|
|
|
|
|
|
|
|
|
Investments at fair value: |
|
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments (cost of $458,539 and $484,816, respectively) |
|
$ |
433,995 |
|
|
$ |
449,951 |
|
|
Controlled investments (cost of $163,016 and $155,547, respectively) |
|
|
165,885 |
|
|
|
158,736 |
|
|
Non-controlled, affiliated investments (cost of $4 and $4, respectively) |
|
|
4 |
|
|
|
4 |
|
|
Cash |
|
|
3,250 |
|
|
|
3,617 |
|
|
Escrow receivable |
|
|
8,042 |
|
|
|
— |
|
|
Interest, dividends, and fees receivable |
|
|
6,573 |
|
|
|
7,835 |
|
|
Deferred financing costs |
|
|
2,746 |
|
|
|
2,890 |
|
|
Deferred tax assets |
|
|
2,120 |
|
|
|
2,661 |
|
|
Prepaid expenses and other assets |
|
|
1,397 |
|
|
|
1,583 |
|
|
Due from affiliate |
|
|
346 |
|
|
|
407 |
|
|
Total assets |
|
$ |
624,358 |
|
|
$ |
627,684 |
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
Loans payable ($168,757 and $167,317 face amounts, respectively, reported net of deferred financing costs of $0 and $0, respectively. See Note 7) |
|
$ |
168,757 |
|
|
$ |
167,317 |
|
|
Notes payable ($110,000 and $110,000 face amounts, respectively, reported net of deferred financing costs of $2,820 and $2,985, respectively. See Note 7) |
|
|
107,179 |
|
|
|
107,015 |
|
|
Accrued expenses and other payables |
|
|
1,379 |
|
|
|
2,829 |
|
|
Base management fees payable |
|
|
2,319 |
|
|
|
2,556 |
|
|
Deferred tax liability |
|
|
1,809 |
|
|
|
2,336 |
|
|
Accrued incentive fees |
|
|
972 |
|
|
|
972 |
|
|
Accrued interest and fees |
|
|
364 |
|
|
|
551 |
|
|
Other deferred liabilities |
|
|
31 |
|
|
|
79 |
|
|
Total liabilities |
|
|
282,810 |
|
|
|
283,655 |
|
|
Commitments and contingencies (Note 9) |
|
|
|
|
|
|
|
|
|
Net Assets: |
|
|
|
|
|
|
|
|
|
Common stock, par value $.001 per share, 100,000 common shares authorized, 32,674 and 32,674 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively |
|
|
33 |
|
|
|
33 |
|
|
Paid-in capital in excess of par |
|
|
434,095 |
|
|
|
434,197 |
|
|
Net unrealized depreciation on investments, net of provision for taxes of $1,809 and $1,511, respectively |
|
|
(23,782 |
) |
|
|
(34,660 |
) |
|
Net unrealized depreciation on interest rate derivative |
|
|
— |
|
|
|
— |
|
|
Accumulated net realized losses |
|
|
(80,355 |
) |
|
|
(67,393 |
) |
|
Accumulated undistributed net investment income |
|
|
11,101 |
|
|
|
11,150 |
|
|
Total net assets attributable to THL Credit, Inc. |
|
|
341,092 |
|
|
|
343,327 |
|
|
Net assets attributable to non-controlling interest |
|
|
456 |
|
|
|
702 |
|
|
Total net assets |
|
$ |
341,548 |
|
|
$ |
344,029 |
|
|
Total liabilities and net assets |
|
$ |
624,358 |
|
|
$ |
627,684 |
|
|
Net asset value per share attributable to THL Credit, Inc. |
|
$ |
10.44 |
|
|
$ |
10.51 |
|
See accompanying notes to these consolidated financial statements.
3
THL Credit, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
|
|
|
For the three months ended March 31, |
|
|||||
|
|
|
2018 |
|
|
2017 |
|
||
|
Investment Income: |
|
|
|
|
|
|
|
|
|
From non-controlled, non-affiliated investments: |
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
12,206 |
|
|
$ |
13,932 |
|
|
Other income |
|
|
119 |
|
|
|
466 |
|
|
From non-controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
Other income |
|
|
255 |
|
|
|
255 |
|
|
From controlled investments: |
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1,404 |
|
|
|
1,879 |
|
|
Dividend income |
|
|
2,613 |
|
|
|
3,131 |
|
|
Other income |
|
|
91 |
|
|
|
141 |
|
|
Total investment income |
|
|
16,688 |
|
|
|
19,804 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
Interest and fees on borrowings |
|
|
3,566 |
|
|
|
3,872 |
|
|
Base management fees |
|
|
2,319 |
|
|
|
2,555 |
|
|
Incentive fees |
|
|
— |
|
|
|
1,314 |
|
|
Administrator expenses |
|
|
591 |
|
|
|
827 |
|
|
Other general and administrative expenses |
|
|
422 |
|
|
|
506 |
|
|
Amortization of deferred financing costs |
|
|
308 |
|
|
|
400 |
|
|
Professional fees |
|
|
337 |
|
|
|
275 |
|
|
Directors' fees |
|
|
194 |
|
|
|
181 |
|
|
Total expenses |
|
|
7,737 |
|
|
|
9,930 |
|
|
Income tax provision, excise and other taxes |
|
|
124 |
|
|
|
188 |
|
|
Net investment income |
|
|
8,827 |
|
|
|
9,686 |
|
|
Realized Gain (Loss) and Change in Unrealized Appreciation on Investments: |
|
|
|
|
|
|
|
|
|
Net realized (loss) gain on investments: |
|
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments |
|
|
(13,212 |
) |
|
|
(865 |
) |
|
Controlled investments |
|
|
96 |
|
|
|
— |
|
|
Foreign currency transactions |
|
|
(1 |
) |
|
|
(74 |
) |
|
Net realized loss on investments |
|
|
(13,117 |
) |
|
|
(939 |
) |
|
Net change in unrealized (depreciation) appreciation on investments: |
|
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments |
|
|
10,571 |
|
|
|
(3,307 |
) |
|
Controlled investments |
|
|
(321 |
) |
|
|
(477 |
) |
|
Translation of assets and liabilities in foreign currencies |
|
|
660 |
|
|
|
74 |
|
|
Net change in unrealized appreciation (depreciation) on investments |
|
|
10,910 |
|
|
|
(3,710 |
) |
|
Net change in unrealized (depreciation) appreciation attributable to non-controlling interests |
|
|
(247 |
) |
|
|
60 |
|
|
Net realized and unrealized loss from investments |
|
|
(2,454 |
) |
|
|
(4,589 |
) |
|
(Provision) benefit for taxes on unrealized gain on investments |
|
|
(32 |
) |
|
|
153 |
|
|
(Provision) benefit for taxes on realized and unrealized gain on investments |
|
|
(32 |
) |
|
|
153 |
|
|
Interest rate derivative periodic interest payments, net |
|
|
— |
|
|
|
(33 |
) |
|
Net change in unrealized appreciation on interest rate derivative |
|
|
— |
|
|
|
36 |
|
|
Net (decrease) increase in net assets resulting from operations |
|
$ |
6,341 |
|
|
$ |
5,253 |
|
|
Net investment income per common share: |
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
0.27 |
|
|
$ |
0.29 |
|
|
Net increase in net assets resulting from operations per common share: |
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
0.19 |
|
|
$ |
0.16 |
|
|
Dividends declared and paid |
|
$ |
0.27 |
|
|
$ |
0.27 |
|
|
Weighted average shares of common stock outstanding: |
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
32,674 |
|
|
|
32,925 |
|
See accompanying notes to these consolidated financial statements.
4
THL Credit, Inc. and Subsidiaries
Consolidated Statements of Changes in Net Assets
(in thousands)
(unaudited)
|
|
|
For the three months ended March 31, |
|
|||||
|
|
|
2018 |
|
|
2017 |
|
||
|
Increase in net assets from operations: |
|
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
8,827 |
|
|
$ |
9,686 |
|
|
Net realized loss on investments |
|
|
(13,117 |
) |
|
|
(939 |
) |
|
Net change in unrealized appreciation (depreciation) on investments |
|
|
10,910 |
|
|
|
(3,710 |
) |
|
Net change in unrealized (depreciation) appreciation attributable to non-controlling interests |
|
|
(247 |
) |
|
|
60 |
|
|
(Provision) benefit for taxes on unrealized gain (loss) on investments |
|
|
(32 |
) |
|
|
153 |
|
|
Interest rate derivative periodic interest payments, net |
|
|
— |
|
|
|
(33 |
) |
|
Net change in unrealized appreciation on interest rate derivative |
|
|
— |
|
|
|
36 |
|
|
Net increase in net assets resulting from operations |
|
|
6,341 |
|
|
|
5,253 |
|
|
Distributions to stockholders: |
|
|
|
|
|
|
|
|
|
Distributions to stockholders from net investment income |
|
|
(8,822 |
) |
|
|
(8,904 |
) |
|
Total distributions to stockholders |
|
|
(8,822 |
) |
|
|
(8,904 |
) |
|
Capital share transactions: |
|
|
|
|
|
|
|
|
|
Issuance of common stock from reinvestment of dividend |
|
|
— |
|
|
|
3 |
|
|
Net increase in net assets from capital share transactions |
|
|
— |
|
|
|
3 |
|
|
Total decrease in net assets |
|
|
(2,481 |
) |
|
|
(3,648 |
) |
|
Net assets at beginning of period |
|
|
344,029 |
|
|
|
389,820 |
|
|
Net assets at end of period |
|
$ |
341,548 |
|
|
$ |
386,172 |
|
|
Common shares outstanding at end of period |
|
|
32,674 |
|
|
|
32,926 |
|
|
Capital share activity: |
|
|
|
|
|
|
|
|
|
Shares issued from reinvestment of dividend |
|
|
— |
|
|
|
0.3 |
|
See accompanying notes to these consolidated financial statements.
5
THL Credit, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|
|
For the three months ended March 31, |
|
|||||
|
|
|
2018 |
|
|
2017 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations |
|
$ |
6,341 |
|
|
$ |
5,253 |
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Net change in unrealized (appreciation) depreciation on investments |
|
|
(10,662 |
) |
|
|
3,724 |
|
|
Net change in unrealized appreciation on interest rate derivative |
|
|
— |
|
|
|
(37 |
) |
|
Net realized loss on investments |
|
|
13,235 |
|
|
|
1,454 |
|
|
Net realized loss (gain) on foreign exchange currency transactions |
|
|
1 |
|
|
|
(74 |
) |
|
Increase in investments due to PIK |
|
|
(211 |
) |
|
|
(868 |
) |
|
Amortization of deferred financing costs |
|
|
308 |
|
|
|
400 |
|
|
Accretion of discounts on investments and other fees |
|
|
(674 |
) |
|
|
(1,154 |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Purchases of investments |
|
|
(11,992 |
) |
|
|
(38,688 |
) |
|
Proceeds from sale and paydown of investments |
|
|
10,411 |
|
|
|
11,752 |
|
|
Decrease (increase) in interest, dividends and fees receivable |
|
|
1,262 |
|
|
|
(436 |
) |
|
Decrease in due from affiliate |
|
|
61 |
|
|
|
89 |
|
|
Increase in prepaid expenses and other assets |
|
|
(18 |
) |
|
|
(22 |
) |
|
Decrease (increase) in deferred tax asset |
|
|
541 |
|
|
|
(413 |
) |
|
Increase in accrued expenses and other payables |
|
|
(1,214 |
) |
|
|
21 |
|
|
(Decrease) increase in accrued credit facility fees and interest |
|
|
(187 |
) |
|
|
24 |
|
|
(Decrease) increase in deferred tax liability |
|
|
(527 |
) |
|
|
214 |
|
|
Decrease in base management fees payable |
|
|
(237 |
) |
|
|
(53 |
) |
|
Decrease in other deferred liabilities |
|
|
(48 |
) |
|
|
(92 |
) |
|
Decrease in accrued incentive fees payable, net |
|
|
— |
|
|
|
(935 |
) |
|
Net cash provided by (used in) operating activities |
|
|
6,390 |
|
|
|
(19,841 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Borrowings under credit facility |
|
|
13,500 |
|
|
|
39,360 |
|
|
Repayments under credit facility |
|
|
(11,400 |
) |
|
|
(14,500 |
) |
|
Issuance of shares of common stock from dividend reinvestment |
|
|
— |
|
|
|
3 |
|
|
Distributions paid to stockholders |
|
|
(8,822 |
) |
|
|
(8,904 |
) |
|
Financing and offering costs paid |
|
|
(35 |
) |
|
|
— |
|
|
Net cash (used in) provided by financing activities |
|
|
(6,757 |
) |
|
|
15,959 |
|
|
Net decrease in cash |
|
|
(367 |
) |
|
|
(3,882 |
) |
|
Cash, beginning of period |
|
|
3,617 |
|
|
|
6,376 |
|
|
Cash, end of period |
|
$ |
3,250 |
|
|
$ |
2,494 |
|
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
|
|
Cash interest paid |
|
|
3,486 |
|
|
|
3,403 |
|
|
Income taxes paid |
|
|
— |
|
|
|
2 |
|
|
PIK income earned |
|
|
209 |
|
|
|
918 |
|
Non-cash Operating Activities:
For the three months ended March 31, 2018 and 2017, 0 shares and 0.3 shares of common stock were issued in connection with dividend reinvestments of $0 and $3, respectively.
See Note 5 in the notes to consolidated financial statements for non-cash restructurings.
See accompanying notes to these consolidated financial statements.
6
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
March 31, 2018
(dollar amounts in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
Initial |
|
Maturity/ |
|
Principal(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition |
|
Dissolution |
|
No. of Shares / |
|
|
|
|
|
|
|
|
|
|
|
Type of Investment/Portfolio company (1)(2)(3) |
|
Industry |
|
Interest Rate(4) |
|
|
Date |
|
Date |
|
No. of Units |
|
|
Amortized Cost |
|
|
Fair Value (6) |
|
||||
|
Non-controlled/non-affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— 127.07% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—102.93% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—6.86% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fairstone Financial Inc. (7)(17)(26) |
|
Financial services |
|
12.6% (CDOR + 11%) |
|
|
3/31/2017 |
|
3/31/2023 |
|
$ |
23,269 |
|
|
$ |
22,120 |
|
|
$ |
23,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Canada |
|
$ |
23,269 |
|
|
$ |
22,120 |
|
|
$ |
23,386 |
|
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—11.70% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BeneSys Inc. |
|
Business services |
|
12.2% (LIBOR + 10.3%) |
|
|
3/31/2014 |
|
3/31/2019 |
|
$ |
10,741 |
|
|
$ |
10,701 |
|
|
$ |
10,741 |
|
|
|
BeneSys Inc. (9) |
|
Business services |
|
12.2% (LIBOR + 10.3%) |
|
|
8/1/2014 |
|
3/31/2019 |
|
|
436 |
|
|
|
434 |
|
|
|
436 |
|
|
|
Hansons Window & Construction, Inc. |
|
IT services |
|
8.8% (LIBOR + 6.5%) |
|
|
10/19/2017 |
|
10/19/2022 |
|
|
2,628 |
|
|
|
2,586 |
|
|
|
2,601 |
|
|
|
Hansons Window & Construction, Inc. (9) |
|
IT services |
|
8.8% (LIBOR + 6.5%) |
|
|
10/19/2017 |
|
10/19/2022 |
|
|
72 |
|
|
|
67 |
|
|
|
72 |
|
|
|
Home Partners of America, Inc. (17) |
|
Consumer products and services |
|
8.9% (LIBOR + 7%) |
|
|
10/13/2016 |
|
10/13/2022 |
|
|
13,669 |
|
|
|
13,462 |
|
|
|
13,805 |
|
|
|
Matilda Jane Holdings, Inc. |
|
Consumer products and services |
|
10.4% (LIBOR + 8.5%) |
|
|
5/1/2017 |
|
5/1/2022 |
|
|
12,548 |
|
|
|
12,317 |
|
|
|
12,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal midwest |
|
$ |
40,094 |
|
|
$ |
39,567 |
|
|
$ |
39,952 |
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—28.04% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex Toys, LLC |
|
Consumer products and services |
|
13.1% (LIBOR + 10.8%) |
|
|
6/30/2014 |
|
8/15/2019 |
|
|
24,505 |
|
|
|
24,326 |
|
|
|
24,504 |
|
|
|
Anexinet Corp. |
|
IT services |
|
8.4% (LIBOR + 6.5%) |
|
|
7/28/2017 |
|
7/28/2022 |
|
|
17,191 |
|
|
|
16,892 |
|
|
|
17,019 |
|
|
|
Constructive Media, LLC |
|
Media, entertainment and leisure |
|
12% (LIBOR + 10%) |
|
|
11/23/2015 |
|
11/23/2020 |
|
|
11,243 |
|
|
|
11,121 |
|
|
|
10,681 |
|
|
|
Dodge Data & Analytics LLC |
|
IT services |
|
10.5% (LIBOR + 8.8%) |
|
|
11/20/2014 |
|
10/31/2019 |
|
|
10,521 |
|
|
|
10,452 |
|
|
|
10,521 |
|
|
|
HealthDrive Corporation |
|
Healthcare |
|
9.9% (LIBOR + 8.1%) |
|
|
11/21/2016 |
|
11/21/2021 |
|
|
9,875 |
|
|
|
9,748 |
|
|
|
9,776 |
|
|
|
HealthDrive Corporation (9) |
|
Healthcare |
|
9.9% (LIBOR + 8.1%) |
|
|
11/21/2016 |
|
11/21/2021 |
|
|
1,750 |
|
|
|
1,725 |
|
|
|
1,750 |
|
|
|
smarTours, LLC |
|
Consumer products and services |
|
8.5% (LIBOR + 6.8%) |
|
|
10/31/2017 |
|
10/31/2022 |
|
|
6,447 |
|
|
|
6,329 |
|
|
|
6,399 |
|
|
|
smarTours, LLC (9)(10) |
|
Consumer products and services |
|
8.5% (LIBOR + 6.8%) |
|
|
10/31/2017 |
|
10/31/2022 |
|
|
— |
|
|
|
(14 |
) |
|
|
— |
|
|
|
The John Gore Organization, Inc. |
|
Media, entertainment and leisure |
|
8.8% (LIBOR + 6.5%) |
|
|
8/8/2013 |
|
6/28/2021 |
|
|
13,646 |
|
|
|
13,480 |
|
|
|
13,783 |
|
|
|
The John Gore Organization, Inc. (9) (10) |
|
Media, entertainment and leisure |
|
8.8% (LIBOR + 6.5%) |
|
|
8/8/2013 |
|
6/28/2021 |
|
|
— |
|
|
|
(10 |
) |
|
|
— |
|
|
|
Women's Health USA |
|
Healthcare |
|
8.4% (LIBOR + 6.6%) (8) |
|
|
8/8/2017 |
|
8/8/2022 |
|
|
1,399 |
|
|
|
1,378 |
|
|
|
1,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal northeast |
|
$ |
96,577 |
|
|
$ |
95,427 |
|
|
$ |
95,818 |
|
See accompanying notes to these consolidated financial statements.
7
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
March 31, 2018
(dollar amounts in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
Initial |
|
Maturity/ |
|
Principal(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition |
|
Dissolution |
|
No. of Shares / |
|
|
|
|
|
|
|
|
|
|
|
Type of Investment/Portfolio company (1)(2)(3) |
|
Industry |
|
Interest Rate(4) |
|
|
Date |
|
Date |
|
No. of Units |
|
|
Amortized Cost |
|
|
Fair Value (6) |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—10.62% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sciens Building Solutions, LLC |
|
Business services |
|
9.6% (LIBOR + 7.3%) |
|
|
2/2/2017 |
|
2/2/2022 |
|
$ |
9,625 |
|
|
$ |
9,471 |
|
|
$ |
9,529 |
|
|
|
Sciens Building Solutions, LLC (9) |
|
Business services |
|
9.6% (LIBOR + 7.3%) |
|
|
2/2/2017 |
|
2/2/2022 |
|
|
416 |
|
|
|
375 |
|
|
|
416 |
|
|
|
Virtus Pharmaceuticals, LLC |
|
Healthcare |
|
11.1% (8) |
|
|
7/17/2014 |
|
7/17/2019 |
|
|
24,013 |
|
|
|
23,833 |
|
|
|
23,773 |
|
|
|
Whitney, Bradley & Brown, Inc. |
|
Business services |
|
10.9% (LIBOR + 9%) |
|
|
10/18/2017 |
|
10/18/2022 |
|
|
2,488 |
|
|
|
2,442 |
|
|
|
2,488 |
|
|
|
Whitney, Bradley & Brown, Inc. (9) |
|
Business services |
|
10.9% (LIBOR + 9%) |
|
|
10/18/2017 |
|
10/18/2022 |
|
|
63 |
|
|
|
59 |
|
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal southeast |
|
$ |
36,605 |
|
|
$ |
36,180 |
|
|
$ |
36,269 |
|
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—39.51% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Wireline Services, LLC |
|
Energy / utilities |
|
11.4% (LIBOR + 9.5%) |
|
|
2/28/2014 |
|
6/30/2020 |
|
$ |
10,793 |
|
|
$ |
10,793 |
|
|
$ |
10,658 |
|
|
|
Charming Charlie LLC (29) |
|
Retail & grocery |
|
2.9% (LIBOR + 1%) |
|
|
12/18/2013 |
|
12/24/2019 |
|
|
17,893 |
|
|
|
5,382 |
|
|
|
15,566 |
|
|
|
Charming Charlie LLC (22) (29) |
|
Retail & grocery |
|
2.9% (LIBOR + 1%) |
|
|
12/18/2013 |
|
12/24/2019 |
|
|
33,834 |
|
|
|
10,178 |
|
|||||