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Investments
12 Months Ended
Dec. 31, 2019
Investments, Debt and Equity Securities [Abstract]  
Investments
Investments
In February 2018, the Company acquired majority control of Lawn Doctor, Inc. (“Lawn Doctor”) from an affiliate of the Sub-Manager through a common equity investment and a debt investment consisting of a second lien secured note. As of December 31, 2019 and 2018, the Company owned approximately 62% and 63%, respectively, of the outstanding equity in Lawn Doctor on an undiluted basis. The cost basis of the Company’s investments in Lawn Doctor was approximately $30.5 million of a common equity investment and $15.0 million of a debt investment as of December 31, 2019 and 2018.
In February 2018, the Company acquired majority control of Polyform Holdings, Inc. (“Polyform”) from an affiliate of the Sub-Manager through a common equity investment and a debt investment consisting of a first lien secured note. As of December 31, 2019 and 2018, the Company owned approximately 87% of the outstanding equity in Polyform on an undiluted basis. The cost basis of the Company’s investments in Polyform was approximately $15.6 million of a common equity investment and $15.7 million of a debt investment as of December 31, 2019 and 2018.
In June 2019, the Company, through its indirect wholly-owned subsidiary, Roundtable Acquisition, LLC (the “Buyer”), entered into a Stock Contribution and Purchase Agreement (the “Purchase Agreement”) with Michael Auriemma, an individual (“Seller”), to acquire a controlling interest in Auriemma U.S. Roundtables (“Roundtables”), a subscription-based information services and data analytics company for the consumer finance industry. In August 2019, the Company completed the acquisition pursuant to the Purchase Agreement. In November 2019, the Company made an additional debt investment in Roundtables in the form of $2.0 million senior bridge notes. As of December 31, 2019, the Company owned approximately 81% of the outstanding equity in Roundtables on an undiluted basis. The cost basis of the Company’s investments in Roundtables was approximately $32.4 million of a common equity investment, $12.1 million of a subordinated debt investment and $2.0 million of a senior secured bridge note as of December 31, 2019. Under the Purchase Agreement, the Seller had the opportunity to earn up to an additional $2.0 million based on the achievement by Roundtables of certain performance metrics. As of December 31, 2019, the criteria for earning the additional purchase price consideration was not met and therefore an earn-out obligation was not accrued as of December 31, 2019.
In November 2019, the Company, through its indirect wholly-owned subsidiaries, Milton Strategic Capital EquityCo, LLC and Milton Strategic Capital DebtCo, LLC, made a co-investment in Milton Industries Inc. (“Milton”) of $10.0 million. The Company co-invested in Milton with LLCP Lower Middle Market Fund, L.P., an institutional fund and affiliate of the Sub-Manager. As of December 31, 2019, the Company owned approximately 13% of the outstanding equity in Milton on an undiluted basis. The cost basis of the Company’s investments in Milton was approximately $6.6 million of a common equity investment and $3.4 million of a debt investment as of December 31, 2019.
In December 2019, the Company, through an indirect wholly-owned subsidiary, committed to funding $10.0 million for a co-investment with an affiliate of the Sub-Manager. As of December 31, 2019, the Company had funded its co-investment commitment of $10.0 million into escrow and in January 2020 the Company completed the co-investment in Resolution Economics, LLC (“Resolution Economics”). See Note 13. “Subsequent Events” for additional information regarding the Company’s investments.
Collectively, the Company’s debt investments accrue interest at a weighted average per annum rate of 15.6% and have weighted average remaining years to maturity of 4.1 years as of December 31, 2019. The note purchase agreements contain customary covenants and events of default. As of December 31, 2019, all of the Company’s portfolio companies were in compliance with the Company’s debt covenants.
As of December 31, 2019 and December 31, 2018, the Company’s investment portfolio is summarized as follows:
 
As of December 31, 2019
Asset Category
Cost
 
Fair Value
 
Fair Value
Percentage of
Investment
Portfolio
 
Fair Value
Percentage of
Net Assets
Senior debt
 
 
 
 
 
 
 
Senior secured debt - first lien
$
17,700,000

 
$
17,700,000

 
12.3
%
 
10.1
%
Senior secured debt - second lien
30,467,603

 
30,467,603

 
21.1

 
17.5

Total senior debt
48,167,603

 
48,167,603

 
33.4

 
27.6

Equity
85,106,736

 
96,027,397

 
66.6

 
55.1

Total investments
$
133,274,339

 
$
144,195,000

 
100.0
%
 
82.7
%

 
As of December 31, 2018
Asset Category
Cost
 
Fair Value
 
Fair Value
Percentage of
Investment
Portfolio
 
Fair Value
Percentage of
Net Assets
Senior debt
 
 
 
 
 
 
 
Senior secured debt - first lien
$
15,700,000

 
$
15,700,000

 
19.0
%
 
15.2
%
Senior secured debt - second lien
15,000,000

 
15,000,000

 
18.2

 
14.6

Total senior debt
30,700,000

 
30,700,000

 
37.2

 
29.8

Equity
46,074,339

 
51,800,000

 
62.8

 
50.4

Total investments
$
76,774,339

 
$
82,500,000

 
100.0
%
 
80.2
%

As of December 31, 2019 and December 31, 2018, none of the Company’s debt investments were on non-accrual status.
The industry and geographic dispersion of the Company’s investment portfolio as a percentage of total fair value of the Company’s investments as of December 31, 2019 and December 31, 2018 were as follows:
Industry
December 31, 2019
 
December 31, 2018
Commercial and Professional Services
39.2
%
 
62.1
%
Hobby Goods and Supplies
21.7

 
37.9

Information Services and Advisory Solutions
32.2

 

Manufacturing
6.9

 

Total
100.0
%
 
100.0
%
Geographic Dispersion(1)
December 31, 2019
 
December 31, 2018
United States
100.0
%
 
100.0
%
Total
100.0
%
 
100.0
%
 FOOTNOTE:
(1) 
The geographic dispersion is determined by the portfolio company’s country of domicile or the jurisdiction of the security’s issuer.
All investment positions held at December 31, 2019 and December 31, 2018 were denominated in U.S. dollars.
Summarized Operating Data
The following tables present audited summarized operating data for the Company’s portfolio companies which met at least one of the significance tests under Rule 8-03(b) of Regulation S-X for the year ended December 31, 2019, and the period from February 7, 2018 (commencement of operations) through December 31, 2018, and summarized balance sheet data as of December 31, 2019 and December 31, 2018, as applicable:
Lawn Doctor
Summarized Operating Data
 
Year Ended December 31, 2019
 
For the Period from February 7, 2018 (1) to December 31, 2018
Revenues
$
24,951,481

 
$
15,873,639

Expenses
(25,754,966
)
 
(15,637,114
)
(Loss) income before taxes
(803,485
)
 
236,525

Income tax benefit (expense)
142,104

 
(16,913
)
Consolidated net (loss) income
(661,381
)
 
219,612

Net loss attributable to non-controlling interest
232,270

 
70,952

Net (loss) income attributable to Lawn Doctor
$
(429,111
)
 
$
290,564

Summarized Balance Sheet Data
 
As of December 31, 2019
 
As of December 31, 2018
Current assets
$
5,679,790

 
$
6,347,092

Non-current assets
96,327,351

 
94,024,715

Current liabilities
5,208,665

 
4,342,064

Non-current liabilities
52,854,284

 
50,312,347

Non-controlling interest
(179,125
)
 
(40,952
)
Stockholders’ equity
44,123,317

 
45,758,348

Polyform
Summarized Operating Data
 
Year Ended December 31, 2019
 
For the Period from February 7, 2018 (1) to December 31, 2018
Revenues
$
16,517,512

 
$
13,953,762

Expenses
(17,016,753
)
 
(15,051,795
)
Loss before income taxes
(499,241
)
 
(1,098,033
)
Income tax benefit
140,000

 
159,000

Net loss
$
(359,241
)
 
$
(939,033
)
Summarized Balance Sheet Data
 
As of December 31, 2019
 
As of December 31, 2018
Current assets
$
5,917,238

 
$
5,481,783

Non-current assets
31,474,762

 
29,977,677

Current liabilities
1,484,148

 
963,823

Non-current liabilities
21,123,045

 
18,530,624

Stockholders’ equity
14,784,807

 
15,965,013

Roundtables
Summarized Operating Data
 
For the Period from August 1, 2019 (2) to December 31, 2019
Revenues
$
3,929,101

Expenses
(5,269,538
)
Loss before income taxes
(1,340,437
)
Income tax benefit
335,795

Net loss
$
(1,004,642
)
Summarized Balance Sheet Data
 
As of December 31, 2019
Current assets
$
2,495,539

Non-current assets
61,232,699

Current liabilities
3,686,652

Non-current liabilities
20,946,228

Stockholders’ equity
39,095,358

 FOOTNOTES:
(1)
February 7, 2018 is the date the Company acquired Lawn Doctor and Polyform.
(2) 
August 1, 2019 is the date the Company acquired Roundtables.