☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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47-1290650
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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825 Third Avenue, 10th Floor, New York, NY 10022
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Large accelerated filer ☐
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Accelerated Filer ☐
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Item 1.
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5 |
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5 |
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6 | ||
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8 | ||
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9 | ||
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10 | ||
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11 | ||
Item 2.
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29 | |
Item 3.
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41 | |
Item 4.
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42 | |
PART II – OTHER INFORMATION
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Item 1.
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42 | |
Item 1A.
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42 | |
Item 2.
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42 | |
Item 3.
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43 | |
Item 4.
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43 | |
Item 5.
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44 | |
Item 6.
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44 | |
45 |
· |
our future operating results;
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· |
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;
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· |
uncertainty surrounding the strength of the U.S. economic recovery;
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· |
our business prospects and the prospects of our portfolio companies;
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· |
the impact of investments that we expect to make;
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· |
the impact of increased competition;
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· |
our contractual arrangements and relationships with third parties;
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· |
the dependence of our future success on the general economy and its impact on the industries in which we invest;
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· |
the ability of our current prospective portfolio companies to achieve their objectives;
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· |
the relative and absolute performance of our investment adviser;
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· |
our expected financings and investments;
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· |
the use of borrowed money to finance a portion of our investments;
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· |
our ability to make distributions;
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· |
the adequacy of our cash resources and working capital including our ability to raise additional capital;
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· |
the timing of cash flows, if any, from the operations of our portfolio companies;
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· |
the impact of future acquisitions and divestitures;
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· |
the effect of changes in tax laws and regulations and interpretations thereof;
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· |
our ability to maintain our status as a BDC and a qualifying regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”);
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· |
actual and potential conflicts of interest with Siguler Guff Advisers, LLC (“Siguler Guff Advisers” or the “Investment Manager”) and its affiliates;
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· |
general price and volume fluctuations in the financial markets;
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· |
the ability of the Investment Manager to attract and retain highly talented professionals; and
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· |
the impact on our business of new legislation.
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September 30,
2018
|
December 31,
2017
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|||||||
Assets
|
||||||||
Portfolio Investments at Fair Value:
|
||||||||
Non-controlled, non-affiliated portfolio investments (cost, September 30, 2018: $33,591,236; December 31,
2017: $41,154,948)
|
$
|
33,591,236
|
$
|
41,154,948
|
||||
Cash
|
696,256
|
4,346,368
|
||||||
Due from Affiliates
|
943,643
|
467,896
|
||||||
Interest receivable
|
139,429
|
106,922
|
||||||
Other receivable
|
131,722
|
189,673
|
||||||
Prepaid taxes
|
21,284
|
9,831
|
||||||
Deferred financing costs (net of accumulated amortization, September 30, 2018: $112,002; December 31,
2017: $38,972)
|
17,017
|
91,026
|
||||||
Total Assets
|
$
|
35,540,587
|
$
|
46,366,664
|
||||
Liabilities
|
||||||||
Investor note credit facility
|
$
|
16,429,580
|
$
|
16,800,000
|
||||
Accrued expenses and other liabilities
|
301,499
|
231,310
|
||||||
Due to Portfolio Investment
|
35,034
|
-
|
||||||
Due to Affiliate
|
7,585
|
2,850
|
||||||
Total Liabilities
|
16,773,698
|
17,034,160
|
||||||
Net Assets
|
$
|
18,766,889
|
$
|
29,332,504
|
||||
Commitments and Contingencies (Note 8)
|
||||||||
Components of Net Assets
|
||||||||
Common stock, $0.001 par value, 10,000,000 shares authorized, 100,000 issued and 100,000 outstanding at
September 30, 2018 and December 31, 2017
|
100
|
100
|
||||||
Paid-in capital in excess of par
|
17,823,772
|
28,660,632
|
||||||
Accumulated undistributed net investment income/(loss)
|
943,017
|
605,469
|
||||||
Accumulated undistributed net realized gain/(loss)
|
-
|
66,303
|
||||||
Total Net Assets
|
$
|
18,766,889
|
$
|
29,332,504
|
||||
Net Asset Value Per Share
|
$
|
187.67
|
$
|
293.33
|
Portfolio Investment
|
Industry
|
Interest Rate /
Payment-in-Kind Rate
|
Maturity
|
Principal /
Shares
|
Fair Value
|
|||||||||||
Delayed
Draw Term Notes (0%) (1), (2)
|
||||||||||||||||
United States
|
||||||||||||||||
Environmental Group Holdings, LLC (4)
|
General Contracting
|
12/15/2018
|
$
|
303,083
|
$
|
-
|
||||||||||
Total Delayed Draw Term Notes (Cost: $-)
|
$
|
-
|
||||||||||||||
Senior
Subordinated Notes (135%) (1), (2)
|
||||||||||||||||
United States
|
||||||||||||||||
Audax AAMP Holdings, Inc.
|
Electronic Equipment
|
12.91% / 0.00
|
%
|
02/15/2023
|
$
|
5,388,730
|
$
|
5,290,719
|
||||||||
Chairman's Foods, LLC
|
Processed & Packaged Goods
|
11.00% / 2.00
|
%
|
01/16/2024
|
$
|
1,285,116
|
1,263,960
|
|||||||||
Drew Foam Companies Inc.
|
Manufacturing
|
11.00% / 1.00
|
%
|
11/30/2023
|
$
|
1,293,672
|
1,268,946
|
|||||||||
Earthlite, LLC
|
Business Equipment
|
11.00% / 1.50
|
%
|
07/11/2022
|
$
|
1,279,809
|
1,261,791
|
|||||||||
Gatekeeper Systems, Inc.
|
Security and Protection Services
|
11.00% / 1.00
|
%
|
03/02/2022
|
$
|
1,283,935
|
1,268,147
|
|||||||||
La Tavola, LLC
|
Commercial Retail
|
8.00% / 4.75
|
%
|
06/01/2021
|
$
|
1,305,041
|
1,292,310
|
|||||||||
Medsurant Holdings, LLC
|
Healthcare Services
|
12.25% / 0.75
|
%
|
06/30/2020
|
$
|
1,286,362
|
1,265,148
|
|||||||||
Northeastern Bus Rebuilders Inc.
|
Business Services
|
10.00% / 2.00
|
%
|
06/05/2022
|
$
|
5,602,816
|
5,540,588
|
|||||||||
Resource Employment Solutions, LLC
|
Staffing / Outsourcing Services
|
11.00% / 2.00
|
%
|
11/10/2023
|
$
|
1,298,961
|
1,274,341
|
|||||||||
S.R. Smith, LLC
|
Consumer / Sporting Goods
|
11.00% / 0.00
|
%
|
03/27/2022
|
$
|
1,597,219
|
1,585,184
|
|||||||||
Schlotterbeck & Foss, LLC
|
Processed & Packaged Goods
|
11.00% / 1.00
|
%
|
03/01/2023
|
$
|
1,287,052
|
1,267,930
|
|||||||||
Taylored Services LLC
|
Business Services
|
11.00% / 2.00
|
%
|
12/21/2023
|
$
|
1,433,838
|
1,406,228
|
|||||||||
Trachte, LLC
|
Manufacturing
|
11.00% / 1.00
|
%
|
04/13/2021
|
$
|
1,280,352
|
1,268,303
|
|||||||||
Total Senior Subordinated Notes (Cost: $25,253,595)
|
$
|
25,253,595
|
||||||||||||||
Term
Notes (44%) (1), (2)
|
||||||||||||||||
United States
|
||||||||||||||||
Arc Drilling, LLC
|
Manufacturing
|
LIBOR + 9.50%
(1.25% floor) / 1.00
|
% |
11/17/2022
|
$
|
1,306,420
|
$
|
1,297,023
|
||||||||
Environmental Group Holdings, LLC
|
General Contracting
|
LIBOR + 9.50%
(2.25% floor) / 0.00
|
% |
02/06/2023
|
$
|
1,529,979
|
1,500,990
|
|||||||||
McVeigh Global Meetings and Events, LLC
|
Business Services
|
10.00% / 2.00
|
%
|
06/29/2023
|
$
|
3,028,841
|
2,970,449
|
|||||||||
NetFortris Operating Co., Inc. (3)
|
Telecommunications
|
LIBOR + 8.40%
(0.50% floor) / 0.00
|
% |
02/21/2021
|
$
|
1,240,975
|
1,239,556
|
|||||||||
Whitney, Bradley & Brown, Inc.
|
Technical Services
|
LIBOR + 9.00%
(1.00% floor) / 0.00
|
% |
10/18/2022
|
$
|
1,263,424
|
1,254,003
|
|||||||||
Total Term Notes (Cost: $8,262,021)
|
$
|
8,262,021
|
||||||||||||||
Total Delayed Draw Term, Senior Subordinated and Term Notes (Cost: $33,515,616)
|
$
|
|
33,515,616
|
|||||||||||||
Money
Market Fund (0%)
|
||||||||||||||||
United States
|
||||||||||||||||
Western Asset Institutional U.S. Treasury Reserves (Cost: $75,620)
|
U.S. Treasury Bills and Notes
|
75,620
|
$
|
75,620
|
||||||||||||
Total United States (Cost: $33,591,236)
|
$
|
33,591,236
|
||||||||||||||
Total Portfolio Investments (Cost: $33,591,236)
|
$
|
33,591,236
|
(1) |
The Fund classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, "Control Investments" are defined as investments in
companies in which the Fund owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation; "Affiliate Investments" are defined as investments in companies in which the Fund owns
between 5% and 25% of the voting securities; and "Non-Control/Non-Affiliate Investments" are defined as investments that are neither Control Investments nor Affiliate Investments. The Portfolio Investments are classified as
Non-Control/Non-Affiliate Investments.
|
(2) |
The Portfolio Investments are valued using unobservable inputs (Level 3). Refer to Note 2 in the accompanying notes to the consolidated financial statements for more
information.
|
(3) |
The interest rate of this investment is equal to the greater of LIBOR plus 8.40% or 8.90% through the current fiscal quarter. Thereafter, the interest rate is equal to
the greater of LIBOR plus 8.40% or 8.90% if the senior leverage ratio is greater than or equal to 3.50x, the greater of LIBOR plus 9.00% or 9.50% if the senior leverage ratio is less than 3.50x and greater than or equal to 3.00x or
the greater of LIBOR plus 9.50% or 10.00% if the senior leverage ratio is less than 3.00x. The senior leverage ratio is equal to total obligations minus total cash divided by EBITDA of the portfolio investment.
|
(4) |
On August 9, 2018, the Fund committed additional capital in the form of a delayed draw term note (“DDTN”) to provide reserve short-term liquidity to Environmental Group
Holdings, LLC ("EG"). The DDTN was provided to EG in the absence of a suitable revolving credit facility, however since this agreement, a revolving credit facility has been set up and the DDTN will not likely be drawn by EG before
maturity.
|
Portfolio Investment
|
Industry
|
Interest Rate /
Payment-in-Kind Rate
|
Maturity
|
Principal /
Shares
|
Fair Value
|
|||||||||||
Senior Subordinated
Notes (97%) (1), (2)
|
||||||||||||||||
United States
|
||||||||||||||||
Earthlite, LLC
|
Business Equipment
|
11.00% / 1.50
|
%
|
07/11/2022
|
$
|
1,425,350
|
$
|
1,402,339
|
||||||||
Gatekeeper Systems, Inc.
|
Security and Protection Services
|
11.00% / 1.00
|
%
|
03/02/2022
|
$
|
2,773,873
|
2,733,904
|
|||||||||
La Tavola, LLC
|
Commercial Retail
|
8.00% / 4.75
|
%
|
06/01/2021
|
$
|
3,690,785
|
3,646,065
|
|||||||||
Medsurant Holdings, LLC
|
Healthcare Services
|
12.25% / 0.75
|
%
|
06/30/2020
|
$
|
4,113,937
|
4,021,901
|
|||||||||
Northeastern Bus Rebuilders Inc.
|
Business Services
|
10.00% / 2.00
|
%
|
06/05/2022
|
$
|
5,602,816
|
5,531,014
|
|||||||||
S.R. Smith, LLC
|
Consumer / Sporting Goods
|
11.00% / 0.00
|
%
|
03/27/2022
|
$
|
2,649,963
|
2,620,770
|
|||||||||
Schlotterbeck & Foss, LLC
|
Processed & Packaged Goods
|
11.00% / 1.00
|
%
|
03/01/2023
|
$
|
4,986,679
|
4,903,282
|
|||||||||
Trachte, LLC
|
Manufacturing
|
11.00% / 1.00
|
%
|
04/13/2021
|
$
|
3,695,640
|
3,652,337
|
|||||||||
Total Senior Subordinated Notes (Cost: $28,511,612)
|
$
|
28,511,612
|
||||||||||||||
Term Notes (20%) (1),
(2)
|
||||||||||||||||
United States
|
||||||||||||||||
Arc Drilling, LLC
|
Manufacturing
|
LIBOR + 9.50%
(1.25% floor) / 1.00
|
% |
11/17/2022
|
$
|
1,770,860
|
$
|
1,735,470
|
||||||||
NetFortris Operating Co., Inc. (3)
|
Telecommunications
|
LIBOR + 8.40%
(0.50% floor) / 0.00
|
% |
02/21/2021
|
$
|
1,807,360
|
1,801,124
|
|||||||||
Whitney, Bradley & Brown, Inc.
|
Technical Services
|
LIBOR + 9.00%
(1.00% floor) / 0.00
|
% |
10/18/2022
|
$
|
2,359,786
|
2,336,149
|
|||||||||
Total Term Notes (Cost: $5,872,743)
|
$
|
5,872,743
|
||||||||||||||
|
||||||||||||||||
Total Senior Subordinated and Term Notes (Cost: $34,384,355)
|
$
|
34,384,355
|
||||||||||||||
Money Market Fund
(23%)
|
||||||||||||||||
United States
|
||||||||||||||||
Western Asset Institutional U.S. Treasury Reserves (Cost: $6,770,593)
|
U.S. Treasury Bills and Notes
|
6,770,593
|
$
|
6,770,593
|
||||||||||||
Total United States (Cost: $41,154,948)
|
$
|
41,154,948
|
||||||||||||||
Total Portfolio Investments (Cost: $41,154,948)
|
$
|
41,154,948
|
(1) |
The Fund classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, "Control Investments" are defined as investments in companies
in which the Fund owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation; "Affiliate Investments" are defined as investments in companies in which the Fund owns between 5%
and 25% of the voting securities; and "Non-Control/Non-Affiliate Investments" are defined as investments that are neither Control Investments nor Affiliate Investments. The Portfolio Investments are classified as
Non-Control/Non-Affiliate Investments.
|
(2) |
The Portfolio Investments are valued using unobservable inputs (Level 3). Refer to Note 2 in the accompanying notes to the consolidated financial statements for more
information.
|
(3) |
The interest rate of this investment is equal to the greater of LIBOR plus 8.40% or 8.90% through the fiscal quarter ending December 31, 2017. Thereafter, the interest
rate is equal to the greater of LIBOR plus 8.40% or 8.90% if the senior leverage ratio is greater than or equal to 3.50x, the greater of LIBOR plus 9.00% or 9.50% if the senior leverage ratio is less than 3.50x and greater than or
equal to 3.00x or the greater of LIBOR plus 9.50% or 10.00% if the senior leverage ratio is less than 3.00x. The senior leverage ratio is equal to total obligations minus total cash divided by EBITDA of the portfolio investment.
|
For the Three
Months Ended
September 30, 2018
|
For the Nine
Months Ended
September 30, 2018
|
For the Three
Months Ended
September 30, 2017
|
For the Nine
Months Ended
September 30, 2017
|
|||||||||||||
Investment Income
|
||||||||||||||||
Non-Controlled, Non-Affiliated Investments:
|
||||||||||||||||
Interest income
|
$
|
961,346
|
$
|
3,129,520
|
$
|
1,151,473
|
$
|
2,744,148
|
||||||||
Payment-in-kind interest income
|
52,031
|
154,579
|
48,003
|
146,181
|
||||||||||||
Other income
|
(220
|
)
|
(8,905
|
)
|
16,531
|
247,294
|
||||||||||
Reallocation of other income
|
-
|
(56,951
|
)
|
-
|
-
|
|||||||||||
Total Investment Income
|
1,013,157
|
3,218,243
|
1,216,007
|
3,137,623
|
||||||||||||
Expenses
|
||||||||||||||||
Interest
|
147,950
|
452,622
|
-
|
-
|
||||||||||||
Professional fees
|
123,991
|
323,763
|
96,783
|
191,691
|
||||||||||||
Investment Management Fee
|
105,599
|
285,437
|
123,043
|
308,857
|
||||||||||||
Directors fees
|
42,250
|
128,750
|
41,250
|
126,750
|
||||||||||||
Amortization of deferred financing costs
|
15,738
|
73,030
|
-
|
-
|
||||||||||||
Other general and administrative
|
13,974
|
47,928
|
8,449
|
17,540
|
||||||||||||
Total Expenses
|
449,502
|
1,311,530
|
269,525
|
644,838
|
||||||||||||
Investment Management Fee Waived (Note 7)
|
-
|
-
|
(8,420
|
)
|
(7,927
|
)
|
||||||||||
Total Net Expenses
|
449,502
|
1,311,530
|
261,105
|
636,911
|
||||||||||||
Net Investment Income/(Loss) before income tax (benefit)/expense
|
563,655
|
1,906,713
|
954,902
|
2,500,712
|
||||||||||||
Income tax (benefit)/expense (Note 2)
|
-
|
-
|
393,012
|
960,539
|
||||||||||||
Net Investment Income/(Loss) after income tax (benefit)/expense
|
563,655
|
1,906,713
|
561,890
|
1,540,173
|
||||||||||||
Realized Gain/(Loss) on Portfolio Investments
|
||||||||||||||||
Non-Controlled, Non-Affiliated Investments:
|
||||||||||||||||
Net Realized Gain/(Loss)
|
-
|
-
|
6,138
|
91,822
|
||||||||||||
Net Realized Gain/(Loss) on Portfolio Investments
|
-
|
-
|
6,138
|
91,822
|
||||||||||||
Net Increase/(Decrease) in Net Assets Resulting from Operations
|
$
|
563,655
|
$
|
1,906,713
|
$
|
568,028
|
$
|
1,631,995
|
||||||||
Net Investment Income/(Loss) after income tax (benefit)/expense Per Share (Basic and Diluted)
|
$
|
5.64
|
$
|
19.07
|
$
|
5.62
|
$
|
15.40
|
||||||||
Net Increase/(Decrease) in Net Assets Resulting from Operations Per Share (Basic and Diluted)
|
$
|
5.64
|
$
|
19.07
|
$
|
5.68
|
$
|
16.32
|
||||||||
Distributions Declared Per Share
|
$
|
40.49
|
$
|
166.42
|
$
|
-
|
$
|
-
|
||||||||
Weighted average shares outstanding
|
100,000
|
100,000
|
100,000
|
100,000
|
For the Nine
Months Ended
September 30, 2018
|
For the Nine
Months Ended
September 30, 2017
|
|||||||
Net Increase/(Decrease) in Net Assets Resulting from Operations
|
||||||||
Net investment income/(loss) after income tax (benefit)/expense
|
$
|
1,906,713
|
$
|
1,540,173
|
||||
Net realized gain/(loss) on Portfolio Investments
|
-
|
91,822
|
||||||
Net Increase/(Decrease) in Net Assets Resulting from Operations
|
1,906,713
|
1,631,995
|
||||||
Capital Stock Transactions
|
||||||||
Contributions from stockholder
|
4,170,000
|
8,468,550
|
||||||
Paid-in capital distributed to stockholder
|
(15,006,860
|
)
|
-
|
|||||
Distributions from net investment income/(loss)
|
(1,569,165
|
)
|
-
|
|||||
Distributions from net realized gain/(loss)
|
(66,303
|
)
|
-
|
|||||
Net Increase/(Decrease) in Net Assets From Capital Stock Transactions
|
(12,472,328
|
)
|
8,468,550
|
|||||
Total Increase in Net Assets
|
||||||||
Net assets at beginning of period
|
29,332,504
|
17,909,096
|
||||||
Net assets at end of period
|
$
|
18,766,889
|
$
|
28,009,641
|
||||
Capital Share Activity
|
||||||||
Shares issued
|
-
|
-
|
||||||
Shares redeemed
|
-
|
-
|
||||||
Net Increase/(Decrease) in Shares Outstanding
|
-
|
-
|
||||||
Accumulated Undistributed Net Investment Income/(Loss)
|
$
|
943,017
|
$
|
1,854,733
|
||||
Accumulated Undistributed Realized Gain/(Loss)
|
$
|
-
|
$
|
-
|
For the Nine
Months Ended
September 30, 2018
|
For the Nine
Months Ended
September 30, 2017
|
|||||||
Cash Flows From Operating Activities
|
||||||||
Net Increase/(Decrease) in Net Assets Resulting from Operations
|
$
|
1,906,713
|
$
|
1,631,995
|
||||
Adjustments to reconcile Net Increase/(Decrease) in Net Assets
|
||||||||
Resulting from Operations to Net Cash Provided By/Used in Operating Activities:
|
||||||||
Net realized (gain)/loss on Portfolio Investments
|
-
|
(91,822
|
)
|
|||||
Purchases of Portfolio Investments
|
(21,926,715
|
)
|
(21,628,961
|
)
|
||||
Sales of Portfolio Investments
|
10,133,654
|
5,762,147
|
||||||
Payment-in-kind interest income
|
(154,579
|
)
|
(146,181
|
)
|
||||
Accretion of discount on notes
|
(90,719
|
)
|
(57,302
|
)
|
||||
Amortization of deferred financing costs
|
73,030
|
-
|
||||||
Decrease/(Increase) in due from Affiliates
|
(475,747
|
)
|
-
|
|||||
Decrease/(Increase) in interest receivable
|
(32,507
|
)
|
(94,768
|
)
|
||||
Decrease/(Increase) in other receivable
|
57,951
|
(189,673
|
)
|
|||||
Decrease/(Increase) in prepaid taxes
|
(11,453
|
)
|
-
|
|||||
Decrease/(Increase) in net deferred tax asset
|
-
|
94,725
|
||||||
(Decrease)/Increase in accrued expenses and other liabilities
|
70,189
|
(80,031
|
)
|
|||||
(Decrease)/Increase in due to Affiliate
|
4,735
|
1,776,983
|
||||||
(Decrease)/Increase in taxes payable
|
-
|
(26,993
|
)
|
|||||
Net Cash Provided By/Used in Operating Activities
|
(10,445,448
|
)
|
(13,049,881
|
)
|
||||
Cash Flows From Financing Activities
|
||||||||
Contributions from stockholder
|
4,170,000
|
8,468,550
|
||||||
Distributions paid to stockholder
|
(8,432,020
|
)
|
-
|
|||||
Proceeds from investor note credit facility
|
15,057,356
|
4,600,000
|
||||||
Payment of investor note credit facility
|
(4,000,000
|
)
|
-
|
|||||
Net Cash Used in/Provided by Financing Activities
|
6,795,336
|
13,068,550
|
||||||
Net Increase/(Decrease) in Cash
|
(3,650,112
|
)
|
18,669
|
|||||
Cash
|
||||||||
Beginning of period
|
4,346,368
|
122,577
|
||||||
End of period
|
$
|
696,256
|
$
|
141,246
|
||||
Supplemental cash flow information
|
||||||||
Income Taxes Paid
|
$
|
11,453
|
$
|
897,411
|
||||
Interest Paid
|
$
|
415,532
|
$
|
-
|
||||
In-Kind Distribution of Portfolio Investments to Stockholder
|
$
|
19,612,943
|
$
|
-
|
||||
In-Kind Distribution of Deferred Financing Costs to Stockholder
|
$
|
25,140
|
$
|
-
|
||||
In-Kind Distribution of Investor Note Credit Facility to Stockholder
|
$
|
(11,427,775
|
)
|
$
|
-
|
1. |
Business and Organization
|
·
|
Level 1 - Unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
|
· |
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or
other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.
|
· |
Level 3 - Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement
date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
|
Assets at Fair Value as of September 30, 2018
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Senior Subordinated Notes
|
$
|
-
|
$
|
-
|
$
|
25,253,595
|
$
|
25,253,595
|
||||||||
Term Notes
|
-
|
-
|
8,262,021
|
8,262,021
|
||||||||||||
Money Market Fund
|
75,620
|
-
|
-
|
75,620
|
||||||||||||
Total Portfolio Investments
|
$
|
75,620
|
$
|
-
|
$
|
33,515,616
|
$
|
33,591,236
|
Assets at Fair Value as of December 31, 2017
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Senior Subordinated Notes
|
$
|
-
|
$
|
-
|
$
|
28,511,612
|
$
|
28,511,612
|
||||||||
Term Notes
|
-
|
-
|
5,872,743
|
5,872,743
|
||||||||||||
Money Market Fund
|
6,770,593
|
-
|
-
|
6,770,593
|
||||||||||||
Total Portfolio Investments
|
$
|
6,770,593
|
$
|
-
|
$
|
34,384,355
|
$
|
41,154,948
|
Unobservable Input as of September 30, 2018
|
|||||||||||
Investment Type
|
Fair Value1
|
Primary Valuation Technique
|
Input
|
Range
|
|||||||
|
|||||||||||
Senior Subordinated Notes
|
$
|
21,304,080
|
Discounted Cash Flow
|
Discount Rate
|
10.0% - 14.0
|
%
|
|||||
Term Notes
|
5,291,572
|
Discounted Cash Flow
|
Discount Rate
|
9.3% - 14.3
|
%
|
||||||
Total
|
$
|
26,595,652
|
Unobservable Input as of December 31, 2017
|
|||||||||||
Investment Type
|
Fair Value1
|
Primary Valuation Technique
|
Input
|
Range
|
|||||||
|
|||||||||||
Senior Subordinated Notes
|
$
|
20,987,560
|
Discounted Cash Flow
|
Discount Rate
|
10.0% - 14.0
|
%
|
|||||
Term Notes
|
1,801,124
|
Discounted Cash Flow
|
Discount Rate
|
9.1% - 12.6
|
%
|
||||||
Total
|
$
|
22,788,684
|
Fair Value Measurements using Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||||||||||||
For the Three Months Ended September 30, 2018
|
||||||||||||||||||||||||||||||||
Beginning
Balance
|
Purchases
|
Sales Proceeds
|
Distribution
|
Reallocations
|
Accretion/Payment-
in-Kind Interest
Income
|
Net Realized
Gain/(Loss)
|
Ending Balance
|
|||||||||||||||||||||||||
Senior Subordinated Notes
|
$
|
24,867,027
|
$
|
323,855
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
62,713
|
$
|
-
|
$
|
25,253,595
|
||||||||||||||||
Term Notes
|
8,042,063
|
218,680
|
(23,917
|
)
|
-
|
-
|
25,195
|
-
|
8,262,021
|
|||||||||||||||||||||||
Total
|
$
|
32,909,090
|
$
|
542,535
|
$
|
(23,917
|
)
|
$
|
-
|
$
|
-
|
$
|
87,908
|
$
|
-
|
$
|
33,515,616
|
For the Nine Months Ended September 30, 2018
|
||||||||||||||||||||||||||||||||
Beginning
Balance
|
Purchases
|
Sales Proceeds
|
Distribution
|
Reallocations
|
Accretion/Payment-
in-Kind Interest
Income
|
Net Realized
Gain/(Loss)
|
Ending Balance
|
|||||||||||||||||||||||||
Senior Subordinated Notes
|
$
|
28,511,612
|
$
|
16,170,571
|
$
|
(2,105,927
|
)
|
$
|
(17,520,464
|
)
|
$
|
-
|
$
|
197,803
|
$
|
-
|
$
|
25,253,595
|
||||||||||||||
Term Notes
|
5,872,743
|
5,756,144
|
(1,321,882
|
)
|
(2,092,479
|
)
|
-
|
47,495
|
-
|
8,262,021
|
||||||||||||||||||||||
Total
|
$
|
34,384,355
|
$
|
21,926,715
|
$
|
(3,427,809
|
)
|
$
|
(19,612,943
|
)
|
$
|
-
|
$
|
245,298
|
$
|
-
|
$
|
33,515,616
|
For the Three Months Ended September 30, 2017
|
||||||||||||||||||||||||||||||||
Beginning
Balance
|
Purchases
|
Sales Proceeds
|
Distribution
|
Reallocations
|
Accretion/Payment-
in-Kind Interest
Income
|
Net Realized
Gain/(Loss)
|
Ending Balance
|
|||||||||||||||||||||||||
Senior Subordinated Notes
|
$
|
24,705,044
|
$
|
4,883,260
|
$
|
-
|
$
|
-
|
$
|
1,769,228
|
$
|
47,000
|
$
|
-
|
$
|
31,404,532
|
||||||||||||||||
Term Notes
|
1,678,220
|
-
|
-
|
-
|
120,710
|
494
|
-
|
1,799,424
|
||||||||||||||||||||||||
Total
|
$
|
26,383,264
|
$
|
4,883,260
|
$
|
-
|
$
|
-
|
$
|
1,889,938
|
$
|
47,494
|
$
|
-
|
$
|
33,203,956
|
For the Nine Months Ended September 30, 2017
|
||||||||||||||||||||||||||||||||
Beginning
Balance
|
Purchases
|
Sales Proceeds
|
Distribution
|
Reallocations
|
Accretion/Payment-
in-Kind Interest
Income
|
Net Realized
Gain/(Loss)
|
Ending Balance
|
|||||||||||||||||||||||||
Senior Subordinated Notes
|
$
|
23,149,094
|
$
|
12,252,740
|
$
|
(5,762,147
|
)
|
$
|
-
|
$
|
1,470,640
|
$
|
202,383
|
$
|
91,822
|
$
|
31,404,532
|
|||||||||||||||
Term Notes
|
-
|
1,798,324
|
-
|
-
|
-
|
1,100
|
-
|
1,799,424
|
||||||||||||||||||||||||
Total
|
$
|
23,149,094
|
$
|
14,051,064
|
$
|
(5,762,147
|
)
|
$
|
-
|
$
|
1,470,640
|
$
|
203,483
|
$
|
91,822
|
$
|
33,203,956
|
2016 As Reported
|
Reallocations
(to)/from Parallel
Partnership
|
2016 Adjusted
|
||||||||||
Investment Income
|
||||||||||||
Non-Controlled, Non-Affiliated Investments:
|
||||||||||||
Interest income
|
$
|
1,890,751
|
$
|
82,819
|
$
|
1,973,570
|
||||||
Payment-in-kind interest income
|
157,660
|
7,995
|
165,655
|
|||||||||
Total Investment Income
|
2,048,411
|
90,815
|
2,139,226
|
|||||||||
Expenses
|
||||||||||||
Investment Management Fee
|
295,764
|
20,635
|
316,399
|
|||||||||
Professional fees
|
508,701
|
453
|
509,154
|
|||||||||
Directors fees
|
172,500
|
-
|
172,500
|
|||||||||
Other general and administrative
|
8,832
|
(50
|
)
|
8,782
|
||||||||
Total Expenses
|
985,797
|
21,038
|
1,006,835
|
|||||||||
Investment Management Fee Waived (Note 7)
|
(77,534
|
)
|
(7,927
|
)
|
(85,461
|
)
|
||||||
Total Net Expenses
|
908,263
|
13,111
|
921,374
|
|||||||||
Net Investment Income/(Loss) before income tax (benefit)/expense
|
1,140,148
|
77,704
|
1,217,852
|
|||||||||
Income tax (benefit)/expense (Note 2)
|
392,221
|
-
|
392,221
|
|||||||||
Net Investment Income/(Loss) after income tax (benefit)/expense
|
747,927
|
77,704
|
825,631
|
|||||||||
Net Increase/(Decrease) in Net Assets Resulting from Operations
|
$
|
747,927
|
$
|
77,704
|
$
|
825,631
|
||||||
Net Investment Income/(Loss) and Net Increase/(Decrease) in Net Assets
Resulting from Operations Per Share (Basic and Diluted)
|
$
|
7.48
|
$
|
0.78
|
$
|
8.26
|
||||||
Weighted average shares outstanding
|
100,000
|
-
|
100,000
|
Investment Name
|
Investment Type
|
Asset / Liabilities Classification
|
Balance Prior
to Distribution
|
Distribution to
Partnership
|
Balance Post
Distribution
|
|||||||||
Audax AAMP Holdings, Inc.
|
Senior Subordinated Note
|
Portfolio Investments at Fair Value
|
$
|
5,282,779
|
$
|
-
|
$
|
5,282,779
|
||||||
Chairman's Foods, LLC
|
Senior Subordinated Note
|
Portfolio Investments at Fair Value
|
$
|
4,539,347
|
$
|
(3,279,079
|
)
|
$
|
1,260,268
|
|||||
Earthlite, LLC
|
Senior Subordinated Note
|
Portfolio Investments at Fair Value
|
$
|
1,403,288
|
$
|
(143,288
|
)
|
$
|
1,260,000
|
|||||
Gatekeeper Systems, Inc.
|
Senior Subordinated Note
|
Portfolio Investments at Fair Value
|
$
|
2,742,648
|
$
|
(1,482,648
|
)
|
$
|
1,260,000
|
|||||
La Tavola, LLC
|
Senior Subordinated Note
|
Portfolio Investments at Fair Value
|
$
|
3,680,885
|
$
|
(2,420,885
|
)
|
$
|
1,260,000
|
|||||
Medsurant Holdings, LLC
|
Senior Subordinated Note
|
Portfolio Investments at Fair Value
|
$
|
4,029,624
|
$
|
(2,769,625
|
)
|
$
|
1,259,999
|
|||||
Northeastern Bus Rebuilders Inc.
|
Senior Subordinated Note
|
Portfolio Investments at Fair Value
|
$
|
5,534,107
|
$
|
-
|
$
|
5,534,107
|
||||||
S.R. Smith, LLC
|
Senior Subordinated Note
|
Portfolio Investments at Fair Value
|
$
|
2,622,136
|
$
|
(1,362,136
|
)
|
$
|
1,260,000
|
|||||
Schlotterbeck & Foss, LLC
|
Senior Subordinated Note
|
Portfolio Investments at Fair Value
|
$
|
4,918,564
|
$
|
(3,658,566
|
)
|
$
|
1,259,998
|
|||||
Trachte, LLC
|
Senior Subordinated Note
|
Portfolio Investments at Fair Value
|
$
|
3,664,236
|
$
|
(2,404,237
|
)
|
$
|
1,259,999
|
|||||
Arc Drilling, LLC
|
Term Note
|
Portfolio Investments at Fair Value
|
$
|
1,739,315
|
$
|
(476,901
|
)
|
$
|
1,262,414
|
|||||
Environmental Group Holdings, LLC
|
Term Note
|
Portfolio Investments at Fair Value
|
$
|
1,282,314
|
$
|
-
|
$
|
1,282,314
|
||||||
NetFortris Operating Co., Inc.
|
Term Note
|
Portfolio Investments at Fair Value
|
$
|
1,804,499
|
$
|
(541,813
|
)
|
$
|
1,262,686
|
|||||
Whitney, Bradley & Brown, Inc.
|
Term Note
|
Portfolio Investments at Fair Value
|
$
|
2,331,505
|
$
|
(1,073,765
|
)
|
$
|
1,257,740
|
|||||
N/A
|
N/A
|
Investor note credit facility
|
$
|
(24,450,000
|
)
|
$
|
11,427,775
|
$
|
(13,022,225
|
)
|
||||
N/A
|
N/A
|
Deferred financing costs
|
$
|
53,788
|
$
|
(25,140
|
)
|
$
|
28,648
|
|||||
$
|
21,179,035
|
$
|
(8,210,308
|
)
|
$
|
12,968,727
|
For the Nine
Months Ended
September 30, 2018
|
For the
Year Ended
December 31, 2017
|
|||||||
Federal income taxes:
|
||||||||
Current
|
$
|
-
|
$
|
8,615
|
||||
Deferred
|
-
|
-
|
||||||
State income taxes:
|
||||||||
Current
|
-
|
(18,446
|
)
|
|||||
Deferred
|
-
|
-
|
||||||
Total
|
$
|
-
|
$
|
(9,831
|
)
|
Current:
|
For the Three
Months Ended
September 30,
2018
|
For the Nine
Months Ended
September 30,
2018
|
For the Three
Months Ended
September 30,
2017
|
For the Nine
Months Ended
September 30,
2017
|
||||||||||||
Federal
|
$
|
-
|
$
|
-
|
$
|
339,875
|
$
|
754,392
|
||||||||
State
|
-
|
-
|
51,827
|
111,422
|
||||||||||||
Total Current
|
-
|
-
|
391,702
|
865,814
|
||||||||||||
Deferred:
|
||||||||||||||||
Federal
|
-
|
-
|
1,163
|
83,499
|
||||||||||||
State
|
-
|
-
|
147
|
11,226
|
||||||||||||
Total Deferred
|
-
|
-
|
1,310
|
94,725
|
||||||||||||
Total Net (Benefit)/Expense
|
$
|
-
|
$
|
-
|
$
|
393,012
|
$
|
960,539
|
For the Nine
Months Ended
September 30, 2018
|
For the
Year Ended
December 31, 2017
|
|||||||
Deferred Tax Assets:
|
||||||||
Accrued Professional Fees
|
$
|
-
|
$
|
42,938
|
||||
Organizational Expenses
|
-
|
74,324
|
||||||
Debt Issuance Costs
|
-
|
52,563
|
||||||
Total Deferred Tax Assets
|
$
|
-
|
$
|
169,825
|
||||
Deferred Tax Liabilities:
|
||||||||
Interest Income
|
$
|
-
|
$
|
39,635
|
||||
Total Deferred Tax Liabilities
|
$
|
-
|
$
|
39,635
|
||||
Valuation Allowance
|
-
|
(130,190
|
)
|
|||||
Net Deferred Income Taxes
|
$
|
-
|
$
|
-
|
For the Nine
Months Ended
September 30, 2018
|
For the
Year Ended
December 31, 2017
|
|||||||
Computed "Expected" Tax Rate
|
-
|
%
|
34.00
|
%
|
||||
Permanent Differences
|
-
|
%
|
0.05
|
%
|
||||
State Income Taxes, Net of Federal Income Tax Benefit
|
-
|
%
|
3.27
|
%
|
||||
Effect of Changes in Tax Law, Rates
|
-
|
%
|
2.00
|
%
|
||||
Deferred Tax Asset Valuation Allowance Impact
|
-
|
%
|
(1.20
|
)%
|
||||
Effective Tax Rate
|
-
|
%
|
38.12
|
%
|
3. |
Portfolio Investments
|
4. |
Capital Stock
|
5. |
Distributions
|
6. |
Related Party Transactions
|
7. |
Fees and Expenses
|
8. |
Contingencies
|
9. |
Financial Highlights
|
For the Nine
Months Ended
September 30, 2018
|
For the Nine
Months Ended
September 30, 2017
|
|||||||
Total Return
|
9.74
|
%
|
6.80
|
%
|
||||
Per Share Amounts:
|
||||||||
Net Asset Value, Beginning of Period
|
$
|
293.33
|
$
|
179.09
|
||||
Net Investment Income/(Loss) after income tax (benefit)/expense
|
19.06
|
15.40
|
||||||
Net Realized Gain/(Loss) on Portfolio Investments
|
-
|
0.92
|
||||||
Net Increase/(Decrease) in Net Assets Resulting from Operations
|
19.06
|
16.32
|
||||||
Contributions from Stockholder
|
41.70
|
84.69
|
||||||
Paid-in capital distributed to stockholder
|
(150.07
|
)
|
-
|
|||||
Distributions from net investment income/(loss)
|
(15.69
|
)
|
-
|
|||||
Distributions from net realized gain/(loss)
|
(0.66
|
)
|
-
|
|||||
Net Asset Value, End of Period
|
$
|
187.67
|
$
|
280.10
|
||||
Net Assets, End of Period
|
$
|
18,766,889
|
$
|
28,009,641
|
||||
Average Net Assets
|
$
|
20,636,189
|
$
|
23,957,355
|
||||
Ratios / Supplemental Data:
|
||||||||
Ratio of net investment income/(loss) after income tax (benefit)/expense to average net
assets
|
9.24
|
%
|
6.43
|
%
|
||||
Ratio of total expenses to average net assets before Investment Management Fee Waived
|
6.36
|
%
|
2.69
|
%
|
||||
Ratio of total expenses to average net assets after Investment Management Fee Waived
|
6.36
|
%
|
2.66
|
%
|
||||
Common Shares Outstanding, End of Period
|
100,000
|
100,000
|
||||||
Portfolio Turnover Rate
|
10.18
|
%
|
21.29
|
%
|
||||
Average Outstanding Borrowings1
|
$
|
17,774,971
|
$
|
4,600,000
|
||||
Asset Coverage Ratio
|
2.14
|
7.09
|
10. |
Subsequent Events
|
· |
Level 1 - Unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
|
· |
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.
|
· |
Level 3 - Unobservable inputs that reflect management’s best estimate of what market participants
would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the fair valuation technique and the risk inherent in the inputs to the model.
|
Assets at Fair Value as of September 30, 2018
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Senior Subordinated Notes
|
$
|
-
|
$
|
-
|
$
|
25,253,595
|
$
|
25,253,595
|
||||||||
Term Notes
|
-
|
-
|
8,262,021
|
8,262,021
|
||||||||||||
Money Market Fund
|
75,620
|
-
|
-
|
75,620
|
||||||||||||
Total Portfolio Investments
|
$
|
75,620
|
$
|
-
|
$
|
33,515,616
|
$
|
33,591,236
|
Assets at Fair Value as of December 31, 2017
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Senior Subordinated Notes
|
$
|
-
|
$
|
-
|
$
|
28,511,612
|
$
|
28,511,612
|
||||||||
Term Notes
|
-
|
-
|
5,872,743
|
5,872,743
|
||||||||||||
Money Market Fund
|
6,770,593
|
-
|
-
|
6,770,593
|
||||||||||||
Total Portfolio Investments
|
$
|
6,770,593
|
$
|
-
|
$
|
34,384,355
|
$
|
41,154,948
|
Unobservable Input as of September 30, 2018
|
|||||||||||
Investment Type
|
Fair Value1
|
Primary Valuation Technique
|
Input
|
Range
|
|||||||
Senior Subordinated Notes
|
$
|
21,304,080
|
Discounted Cash Flow
|
Discount Rate
|
10.0% - 14.0
|
%
|
|||||
Term Notes
|
5,291,572
|
Discounted Cash Flow
|
Discount Rate
|
9.3% - 14.3
|
%
|
||||||
Total
|
$
|
26,595,652
|
Unobservable Input as of December 31, 2017
|
|||||||||||
Investment Type
|
Fair Value1
|
Primary Valuation Technique
|
Input
|
Range
|
|||||||
Senior Subordinated Notes
|
$
|
20,987,560
|
Discounted Cash Flow
|
Discount Rate
|
10.0% - 14.0
|
%
|
|||||
Term Notes
|
1,801,124
|
Discounted Cash Flow
|
Discount Rate
|
9.1% - 12.6
|
%
|
||||||
Total
|
$
|
22,788,684
|
Period
|
Total Number of
Shares (or Units)
Purchased
|
Average Price
Paid Per Share
(or Unit)
|
Total Number of
Shares (or Units)
Purchases as
Part of Publicly
Announced Plans
or Programs
|
Maximum
Number (or
approximate
dollar value) of
Shares That May
Yet Be Purchases
Under the Plan
|
|||||
July 1, 2018 through July 31, 2018
|
No purchases of publicly traded equities were made.
|
No purchases of publicly traded equities were made.
|
No purchases of publicly traded equities were made.
|
No purchases of publicly traded equities were made.
|
|||||
August 1, 2018 through August 31, 2018
|
No purchases of publicly traded equities were made.
|
No purchases of publicly traded equities were made.
|
No purchases of publicly traded equities were made.
|
No purchases of publicly traded equities were made.
|
|||||
September 1, 2018 through September 30, 2018
|
No purchases of publicly traded equities were made.
|
No purchases of publicly traded equities were made.
|
No purchases of publicly traded equities were made.
|
No purchases of publicly traded equities were made.
|
(a) |
No material changes have been made to the procedures with respect to the recommendation and nomination of members to the Fund’s Board of Directors.
|
(b) |
On September 29, 2017, the Partnership held its final close and will no longer be accepting or seeking additional commitments from investors.
|
Exhibit
|
Description
|
Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on July 7, 2014, incorporated by reference to the Fund’s Form
10 filed with the SEC on July 21, 2014.
|
|
Bylaws of the Fund, incorporated by reference to the Fund’s Form 10 filed with the SEC on July 21, 2014.
|
|
Certifications pursuant to Section 302 of The Sarbanes-Oxley Act of 2002, filed herewith.
|
|
Certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, filed herewith
|
SIGULER GUFF SMALL BUSINESS CREDIT OPPORUNITIES FUND, INC. | ||||
November 14, 2018
|
By:
|
/s/ Jun Isoda
|
||
Name:
|
Jun Isoda
|
|||
Title:
|
Chief Financial Officer
|
|||
November 14, 2018
|
By:
|
/s/ Sean Greene
|
||
Name:
|
Sean Greene
|
|||
Title:
|
President
|
1. |
I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2018 of the Siguler Guff Small Business Credit Opportunities Fund, Inc.;
|
2. |
Based on my knowledge this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
November 14, 2018
|
By:
|
/s/ Sean Greene
|
|
Name:
|
Sean Greene
|
||
Title:
|
President
|
1. |
I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2018 of the Siguler Guff Small Business Credit Opportunities Fund, Inc.;
|
2. |
Based on my knowledge this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
November 14, 2018
|
By:
|
/s/ Jun Isoda
|
|
Name:
|
Jun Isoda
|
||
Title:
|
Chief Financial Officer
|
1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.
|
November 14, 2018
|
By:
|
/s/ Sean Greene
|
|
Name:
|
Sean Greene
|
||
Title:
|
President
|
1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.
|
November 14, 2018
|
By:
|
/s/ Jun Isoda
|
|
Name:
|
Jun Isoda
|
||
Title:
|
Chief Financial Officer
|