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 MARCH 31, 2021
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 814-00757
FS KKR Capital Corp.
(Exact name of registrant as specified in its charter)
201 Rouse Boulevard
Philadelphia, Pennsylvania
Registrant’s telephone number, including area code:(215) 495-1150
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 ☒ 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. (Check one):
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 Exchange Act). Yes ☐ No ☒.
Securities registered pursuant to Section 12(b) of the Act.
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
There were 123,755,965 shares of the registrant’s common stock outstanding as of May 7, 2021.
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION
FINANCIAL STATEMENTS
Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020
Unaudited Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020
Unaudited Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2021 and 2020
Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020
Consolidated Schedules of Investments as of March 31, 2021 (Unaudited) and December 31, 2020
Notes to Unaudited Consolidated Financial Statements
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CONTROLS AND PROCEDURES
PART II—OTHER INFORMATION
LEGAL PROCEEDINGS
RISK FACTORS
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
DEFAULTS UPON SENIOR SECURITIES
MINE SAFETY DISCLOSURES
OTHER INFORMATION
EXHIBITS
SIGNATURES
Item 1. Financial Statements.
Consolidated Balance Sheets
(in millions, except share and per share amounts)
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$4,756 and $5,314, respectively)
Non-controlled/affiliated investments (amortized cost—$679 and $629, respectively)
Controlled/affiliated investments (amortized cost—$1,453 and $1,510, respectively)
Total investments, at fair value (amortized cost—$6,888 and $7,453, respectively)
Cash
Foreign currency, at fair value (cost—$5 and $8, respectively)
Receivable for investments sold and repaid
Income receivable
Unrealized appreciation on foreign currency forward contracts
Deferred financing costs
Deferred merger costs
Prepaid expenses and other assets
Total assets
Liabilities
Payable for investments purchased
Debt (net of deferred financing costs of $22 and $23, respectively)(1)
Unrealized depreciation on foreign currency forward contracts
Stockholder distributions payable
Management fees payable
Subordinated income incentive fees payable(2)
Administrative services expense payable
Interest payable
Other accrued expenses and liabilities
Total liabilities
Commitments and contingencies(3)
Stockholders’ equity
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding
Common stock, $0.001 par value, 750,000,000 shares authorized, 123,755,965 and 123,755,965 shares issued and outstanding, respectively
Capital in excess of par value
Retained earnings (accumulated deficit)(4)
Total stockholders’ equity
Total liabilities and stockholders’ equity
Net asset value per share of common stock at period end
See Note 9 for a discussion of the Company’s financing arrangements.
See Note 2 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fees.
See Note 10 for a discussion of the Company’s commitments and contingencies.
See Note 5 for a discussion of the sources of distributions paid by the Company.
See notes to unaudited consolidated financial statements.
1
Unaudited Consolidated Statements of Operations
Investment income
Interest income
Paid-in-kind interest income
Fee income
Dividend and other income
From non-controlled/affiliated investments:
Dividend income
From controlled/affiliated investments:
Total investment income
Operating expenses
Management fees
Subordinated income incentive fees(1)
Administrative services expenses
Accounting and administrative fees
Interest expense(2)
Other general and administrative expenses
Total operating expenses
Net investment income
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated investments
Non-controlled/affiliated investments
Controlled/affiliated investments
Net realized gain (loss) on foreign currency forward contracts
Net realized gain (loss) on foreign currency
Net change in unrealized appreciation (depreciation) on investments:
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts
Net change in unrealized gain (loss) on foreign currency
Total net realized and unrealized gain (loss)
Net increase (decrease) in net assets resulting from operations
Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)
Weighted average shares outstanding(3)
See Note 2 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fee.
As discussed in Note 3, the Company completed a reverse stock split, effective as of June 15, 2020. The weighted average shares used in the per share computation of the net increase (decrease) in net assets resulting from operations reflect the reverse stock split on a retroactive basis.
2
Unaudited Consolidated Statements of Changes in Net Assets
(in millions)
Operations
Net investment income (loss)
Net realized gain (loss) on investments, swap contracts and foreign currency
Net change in unrealized appreciation (depreciation) on investments, swap contracts and foreign currency forward contracts(1)
Stockholder distributions(2)
Distributions to stockholders
Net decrease in net assets resulting from stockholder distributions
Capital share transactions(3)
Repurchases of common stock
Net increase (decrease) in net assets resulting from capital share transactions
Total increase (decrease) in net assets
Net assets at beginning of period
Net assets at end of period
See Note 7 for a discussion of these financial instruments.
See Note 3 for a discussion of the Company’s capital share transactions.
3
Unaudited Consolidated Statements of Cash Flows
Cash flows from operating activities
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments
Paid-in-kind interest
Proceeds from sales and repayments of investments
Net realized (gain) loss on investments
Net change in unrealized (appreciation) depreciation on investments
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts
Accretion of discount
Amortization of deferred financing costs and discount
Unrealized (gain)/loss on borrowings in foreign currency
(Increase) decrease in receivable for investments sold and repaid
(Increase) decrease in income receivable
(Increase) decrease in deferred merger costs
(Increase) decrease in prepaid expenses and other assets
Increase (decrease) in payable for investments purchased
Increase (decrease) in management fees payable
Increase (decrease) in subordinated income incentive fees payable
Increase (decrease) in administrative services expense
Increase (decrease) in interest payable
Increase (decrease) in other accrued expenses and liabilities
Net cash provided by (used in) operating activities
Cash flows from financing activities
Stockholder distributions
Borrowings under financing arrangements(1)
Repayments of financing arrangements(1)
Deferred financing costs paid
Net cash provided by (used in) financing activities
Total increase (decrease) in cash
Cash, and foreign currency at beginning of period
Cash, and foreign currency at end of period
Supplemental disclosure
Non-cash purchases of investments
Non-cash sales of investments
Local and excise taxes paid
See Note 9 for a discussion of the Company’s financing arrangements. During the three months ended March 31, 2021 and 2020, the Company paid $23 and $36, respectively, in interest expense on the financing arrangements.
4
Unaudited Consolidated Schedule of Investments
As of March 31, 2021
(in millions, except share amounts)
Portfolio Company(a)
Industry
Senior Secured Loans—First Lien—102.5%
5 Arch Income Fund 2 LLC
A10 Capital LLC
Abaco Systems, Inc
ABB CONCISE Optical Group LLC
Accuride Corp
Acproducts Inc
American Tire Distributors Inc
Amtek Global Technology Pte Ltd
Apex Group Limited
Ardonagh Group Ltd
Aspect Software Inc
Belk Inc
Berner Food & Beverage LLC
Borden (New Dairy Opco)
Borden Dairy Co
CSafe Global
CSM Bakery Products
Dental Care Alliance Inc
Distribution International Inc
Eagle Family Foods Inc
Empire Today LLC
Entertainment Benefits Group LLC
FloWorks International LLC
Foundation Consumer Brands LLC
Frontline Technologies Group LLC
Greystone & Co Inc
Greystone Equity Member Corp
5
Unaudited Consolidated Schedule of Investments (continued)
Heniff Transportation Systems LLC
HM Dunn Co Inc
Hudson Technologies Co
Individual FoodService
Industria Chimica Emiliana Srl
Industry City TI Lessor LP
J S Held LLC
Jarrow Formulas Inc
Jo-Ann Stores Inc
Karman Space Inc
Kellermeyer Bergensons Services LLC
Lexitas Inc
Lipari Foods LLC
Matchesfashion Ltd
MB2 Dental Solutions LLC
Miami Beach Medical Group LLC
Micronics Filtration Holdings Inc
Motion Recruitment Partners LLC
NBG Home
NCI Inc
Omnimax International Inc
One Call Care Management Inc
P2 Energy Solutions Inc.
Peraton Corp
6
Petroplex Acidizing Inc
Polyconcept North America Inc
Premium Credit Ltd
PSKW LLC
Qdoba Restaurant Corp
Reliant Rehab Hospital Cincinnati LLC
Revere Superior Holdings Inc
RSC Insurance Brokerage Inc
Safe-Guard Products International LLC
Savers Inc
Sequa Corp
Sequel Youth & Family Services LLC
Sequential Brands Group Inc.
Sorenson Communications LLC
Sound United LLC
Spins LLC
Sungard Availability Services Capital Inc
Sweeping Corp of America Inc
Sweet Harvest Foods Management Co
Tangoe LLC
ThermaSys Corp
ThreeSixty Group
Torrid Inc
Trace3 Inc
Transaction Services Group Ltd
Truck-Lite Co LLC
Virgin Pulse Inc
Warren Resources Inc
Wheels Up Partners LLC
7
Total Senior Secured Loans—First Lien
Unfunded Loan Commitments
Net Senior Secured Loans—First Lien
Senior Secured Loans—Second Lien—22.1%
Advanced Lighting Technologies Inc
Byrider Finance LLC
Culligan International Co
Datatel Inc
Gruden Acquisition Inc
NEP Broadcasting LLC
OEConnection LLC
Paradigm Acquisition Corp
Petrochoice Holdings Inc
Pretium Packaging LLC
Pure Fishing Inc
Rise Baking Company
Vestcom International Inc
WireCo WorldGroup Inc
Wittur Holding GmbH
Total Senior Secured Loans—Second Lien
Other Senior Secured Debt—2.5%
Angelica Corp
Black Swan Energy Ltd
JW Aluminum Co
TruckPro LLC
8
Velvet Energy Ltd
Total Other Senior Secured Debt
Subordinated Debt—2.5%
ClubCorp Club Operations Inc
Craftworks Rest & Breweries Group Inc
Hilding Anders
Home Partners of America Inc
Total Subordinated Debt
Asset Based Finance—29.5%
801 5th Ave, Seattle, Private Equity
801 5th Ave, Seattle, Structure Mezzanine
Accelerator Investments Aggregator LP, Private Equity
Altavair AirFinance, Private Equity
AMPLIT JV LP, Limited Partnership Interest
Australis Maritime, Common Stock
Avida Holding AB, Common Stock
Bank of Ireland, Class B Credit Linked Floating Rate Note
Byrider Finance LLC, Structured Mezzanine
Byrider Finance LLC, Sub Note
Callodine Commercial Finance LLC, 2L Term Loan A
Callodine Commercial Finance LLC, 2L Term Loan B
Capital Automotive LP, Private Equity
Capital Automotive LP, Structured Mezzanine
Global Jet Capital LLC, Preferred Stock
Global Jet Capital LLC, Structured Mezzanine
9
Global Lending Services LLC, Private Equity
Home Partners JV, Common Stock
Home Partners JV, Private Equity
Home Partners JV, Structured Mezzanine
Kilter Finance, Preferred Stock
Kilter Finance, Private Equity
KKR Central Park Leasing Aggregator L.P., Partnership Interest
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest
Music IP, Private Equity
Opendoor Labs Inc, 2L Term Loan
Orchard Marine Limited, Class B Common Stock
Orchard Marine Limited, Series A Preferred Stock
Prime ST LLC, Private Equity
Prime ST LLC, Structured Mezzanine
Sofi Lending Corp, Purchase Facility
Star Mountain Diversified Credit Income Fund III, LP, Private Equity
Toorak Capital Funding LLC, Membership Interest
Toorak Capital Partners LLC, Private Equity
Wind River CLO Ltd. 2012 1A Class Subord. B
Total Asset Based Finance
Unfunded commitments
Net Asset Based Finance
Strategic Credit Opportunities, LLC—22.7%
Strategic Credit Opportunities Partners, LLC
Total Strategic Credit Opportunities Partners
10
Equity/Other—18.7%(m)
Alion Science & Technology Corp, Class A Membership Interest
Amtek Global Technology Pte Ltd, Ordinary Shares
Amtek Global Technology Pte Ltd, Private Equity
Angelica Corp, Limited Partnership Interest
Ap Plasman Inc, Warrant
Ardonagh Ltd, Ordinary Shares
Ardonagh Ltd, Preferred Stock
Arena Energy LP, Warrants
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim
ASG Technologies, Common Stock
ASG Technologies, Warrant
Aspect Software Inc, Common Stock
Aspect Software Inc, Warrant
AVF Parent LLC, Trade Claim
Belk Inc, Common Stock
Borden (New Dairy Opco), Common Stock
Cengage Learning, Inc, Common Stock
Charlotte Russe Inc, Common Stock
Chisholm Oil & Gas Operating LLC, Series A Units
CTI Foods Holding Co LLC, Common Stock
Directed LLC, Warrant
Empire Today LLC, Common Stock
Fronton BV, Common Stock
Genesys Telecommunications Laboratories Inc, Class A Shares
Genesys Telecommunications Laboratories Inc, Ordinary Shares
Genesys Telecommunications Laboratories Inc, Preferred Stock
Harvey Industries Inc, Common Stock
Hilding Anders, Class A Common Stock
Hilding Anders, Class B Common Stock
Hilding Anders, Class C Common Stock
Hilding Anders, Equity Options
HM Dunn Co Inc, Preferred Stock, Series A
HM Dunn Co Inc, Preferred Stock, Series B
Home Partners of America Inc, Common Stock
Home Partners of America Inc, Warrant
Imagine Communications Corp, Common Stock
Jones Apparel Holdings, Inc., Common Stock
JW Aluminum Co, Common Stock
JW Aluminum Co, Preferred Stock
Maverick Natural Resources, Common Stock
11
MB Precision Holdings LLC, Class A—2 Units
Miami Beach Medical Group LLC, Common Stock
Micronics Filtration Holdings Inc, Common Stock
Micronics Filtration Holdings Inc, Preferred Stock, Series A
Micronics Filtration Holdings Inc, Preferred Stock, Series B
Micronics Filtration Holdings Inc, Preferred Stock, Series B PIK
Micronics Filtration Holdings Inc, Preferred Stock, Series C PIK
NBG Home, Common Stock
Nine West Holdings Inc, Common Stock
One Call Care Management Inc, Common Stock
One Call Care Management Inc, Preferred Stock A
One Call Care Management Inc, Preferred Stock B
Petroplex Acidizing Inc, Preferred Stock A
Petroplex Acidizing Inc, Warrant
Polyconcept North America Inc, Class A—1 Units
Proserv Acquisition LLC, Class A Common Units
Proserv Acquisition LLC, Class A Preferred Units
Quorum Health Corp, Trade Claim
Quorum Health Corp, Trust Initial Funding Units
Ridgeback Resources Inc, Common Stock
Sequential Brands Group Inc., Common Stock
Sorenson Communications LLC, Common Stock
Sound United LLC, Class A Units
Sound United LLC, Common Stock
Sound United LLC, Series I Units
Sound United LLC, Series II Units
Stuart Weitzman Inc, Common Stock
Sungard Availability Services Capital Inc, Common Stock
Sweet Harvest Foods Management Co, Warrant
ThermaSys Corp, Common Stock
ThermaSys Corp, Preferred Stock
Trace3 Inc, Common Stock
Versatile Processing Group Inc, Class A—2 Units
Warren Resources Inc, Common Stock
Zeta Interactive Holdings Corp, Preferred Stock, Series E—1
Zeta Interactive Holdings Corp, Preferred Stock, Series F
Zeta Interactive Holdings Corp, Warrant
Total Equity/Other
TOTAL INVESTMENTS—200.5%
LIABILITIES IN EXCESS OF OTHER ASSETS—(100.5%)
NET ASSETS—100%
12
Foreign currency forward contracts
Foreign Currency
Counterparty
Amount andTransaction
AUD
EUR
GBP
NOK
SEK
Total
Security may be an obligation of one or more entities affiliated with the named company.
Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of March 31, 2021, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 0.19%, the Euro Interbank Offered Rate, or EURIBOR, was (0.54)%, Canadian Dollar Offer Rate, or CDOR, was 0.44% and the U.S. Prime Lending Rate, or Prime, was 3.25%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment. Variable rate securities with no floor rate use the respective benchmark rate in all cases.
Denominated in U.S. dollars unless otherwise noted.
Fair value determined by the Company’s board of directors (see Note 8).
Not used.
Security or portion thereof held within Race Street Funding LLC. Security is available as collateral to support the amounts outstanding under the Senior Secured Revolving Credit Facility (see Note 9).
Security or portion thereof is pledged as collateral supporting the amounts outstanding under the Senior Secured Revolving Credit Facility (see Note 9).
Security or portion thereof held within FS KKR MM CLO 1 LLC (see Note 9).
Security or portion thereof held within CCT Tokyo Funding LLC and pledged as collateral supporting the amounts outstanding under the revolving credit facility with Sumitomo Mitsui Banking Corporation (see Note 9).
Security or portion thereof held within CCT Dublin Funding Limited.
13
The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of March 31, 2021, 74.3% of the Company’s total assets represented qualifying assets.
Listed investments may be treated as debt for GAAP or tax purposes.
Security is non-income producing.
Security held within IC American Energy Investments, Inc., a wholly-owned subsidiary of the Company.
Security held within FSIC Investments, Inc., a wholly-owned subsidiary of the Company.
Security held within IC Arches Investments, LLC, a wholly-owned subsidiary of the Company.
Security held within CCT Holdings II, LLC, a wholly-owned subsidiary of the Company.
Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.
Asset is on non-accrual status.
Security is classified as Level 1 or Level 2 in the Company’s fair value hierarchy (see Note 8).
14
Under the Investment Company Act of 1940, as amended, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2021, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control”. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person for the three months ended March 31, 2021:
Portfolio Company
Senior Secured Loans—First Lien
Other Senior Secured Debt
Subordinated Debt
Asset Based Finance
Equity/Other
15
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, 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.
Gross reductions 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.
Interest, PIK, fee and dividend income presented for the full three months ended March 31, 2021.
16
Under the Investment Company Act of 1940, as amended, the Company generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2021, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” and deemed to “control”. During the three months ended March 31, 2021, the Company disposed of investments in portfolio companies of which it was deemed to be an “affiliated person” and deemed to “control”. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person and deemed to control for the three months ended March 31, 2021:
Senior Secured Loans—Second Lien
Prime St LLC, Private Equity
Prime St LLC, Structured Mezzanine
Advanced Lighting Technologies Inc, Common Stock
Advanced Lighting Technologies Inc, Warrant
Amtek Global Technology Pte Ltd, Trade Claim
17
Interest, PIK and dividend income presented for the full three months ended March 31, 2021.
18
Consolidated Schedule of Investments
As of December 31, 2020
Senior Secured Loans—First Lien—111.4%
All Systems Holding LLC
Charles Taylor PLC
CTI Foods Holding Co LLC
19
Consolidated Schedule of Investments (continued)
ID Verde
Kodiak BP LLC
Koosharem LLC
20
Project Marron
Roadrunner Intermediate Acquisition Co LLC
Utility One Source LP
21
Zeta Interactive Holdings Corp
Senior Secured Loans—Second Lien—28.4%
athenahealth Inc
MedAssets Inc
Peak 10 Holding Corp
Sparta Systems Inc
22
Other Senior Secured Debt—2.8%
Lycra
Subordinated Debt—5.5%
Cornerstone (Ply Gem Holdings Inc)
Legends Hospitality LLC
Asset Based Finance—30.8%
Abacus JV, Private Equity
23
Lenovo Group Ltd, Structured Mezzanine
Rampart CLO 2007 1A Class Subord.
Unfunded Asset Based Finance Commitments
Strategic Credit Opportunities, LLC—23.0%
24
Equity/Other—17.1%(m)
All Systems Holding LLC, Common Stock
Belk Inc, Units
25
Quorum Health Corp, Common Stock
SSC (Lux) Limited S.a r.l., Common Stock
26
TOTAL INVESTMENTS—219.0%
LIABILITIES IN EXCESS OF OTHER ASSETS—(119.0%)
Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of December 31, 2020, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 0.24%, the Euro Interbank Offered Rate, or EURIBOR, was (0.55)%, Canadian Dollar Offer Rate, or CDOR, was 0.48% and the U.S. Prime Lending Rate, or Prime, was 3.25%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.
27
Security or portion thereof held within Race Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with ING Capital LLC (see Note 9).
Security or portion thereof was held within CCT Tokyo Funding LLC and was pledged as collateral supporting the amounts outstanding under the revolving credit facility with Sumitomo Mitsui Banking Corporation (see Note 9).
Security or portion thereof was held within CCT Dublin Funding Limited
The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of December 31, 2020, 73.4% of the Company’s total assets represented qualifying assets.
Security held within IC Arches Investments LLC, a wholly-owned subsidiary of the Company.
Security is an unfunded commitment. Reflects the stated spread at the time of commitment, but may not be the actual rate received upon funding.
Security is classified as Level 1 or 2 in the Company’s fair value hierarchy (see Note 8).
28
Under the Investment Company Act of 1940, as amended, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2020, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control”. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person for the year ended December 31, 2020:
AltEn, LLC
Borden Dairy Co(4)
MB Precision Holdings LLC
Micronics Filtration Holdings Inc(4)
Safariland LLC
Z Gallerie LLC
Mood Media Corp
AltEn, LLC, Membership Units
ASG Technologies, Warrants
29
MB Precision Holdings LLC, Preferred Stock
Micronics Filtration Holdings Inc, Common Stock(4)
Micronics Filtration Holdings Inc, Preferred Stock, Series A(4)
Micronics Filtration Holdings Inc, Preferred Stock, Series B(4)
Micronics Filtration Holdings Inc, Preferred Stock, Series B PIK(4)
Micronics Filtration Holdings Inc, Preferred Stock, Series C PIK(4)
Mood Media Corp, Common Stock
Mood Media LLC, Class A Warrants
Mood Media LLC, Class B Warrants
Mood Media LLC, Class C Warrants
Safariland LLC, Common Equity
Z Gallerie LLC, Common Stock
Interest, PIK, fee and dividend income presented for the full year ended December 31, 2020.
The Company held this investment as of December 31, 2019 but it was not deemed to be an “affiliated person” of the portfolio company as of December 31, 2019. Transfers in or out have been presented at amortized cost.
30
Under the Investment Company Act of 1940, as amended, the Company generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2020, the Company held investments in one portfolio company of which it is deemed to be an “affiliated person” and deemed to “control”. During the year ended December 31, 2020, the Company disposed of investments in one portfolio of which it was deemed to be an “affiliated person” and deemed to “control”. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person and deemed to control for the year ended December 31, 2020:
Advanced Lighting Technologies Inc, Common Stock(4)
Advanced Lighting Technologies Inc, Warrant(4)
Hilding Anders, ARLE PIK Interest
31
KKR BPT Holdings Aggregator LLC, Membership Interest
Interest, PIK and dividend income presented for the full year ended December 31, 2020.
32
Note 1. Principal Business and Organization
FS KKR Capital Corp. (NYSE: FSK), or the Company, was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified,closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, the Company has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company, or RIC, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As of March 31, 2021, the Company had various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. The unaudited consolidated financial statements include both the Company’s accounts and the accounts of its wholly-owned subsidiaries as of March 31, 2021. All intercompany transactions have been eliminated in consolidation. Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state income taxes.
The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. The Company’s portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle-market U.S. companies and, to a lesser extent, subordinated loans and certain asset-based financing loans of private U.S. companies. In addition, a portion of the Company’s portfolio may be comprised of equity and equity-related securities, corporate bonds, structured products, other debt securities and derivatives, including total return swaps and credit default swaps.
The Company is externally managed by FS/KKR Advisor, LLC, or the Advisor, pursuant to an investment advisory agreement, dated as of December 20, 2018, or the investment advisory agreement. On April 9, 2018, GSO / Blackstone Debt Funds Management LLC, or GDFM, resigned as the investment sub-adviser to the Company and terminated the investment sub-advisory agreement, or the investment sub-advisoryagreement, between FB Income Advisor, LLC, or FB Advisor, and GDFM, effective April 9, 2018. In connection with GDFM’s resignation as the investment sub-adviser to the Company, on April 9, 2018, the Company entered into an investment advisory agreement, or the prior investment advisory agreement, with the Advisor. The prior investment advisory agreement replaced the amended and restated investment advisory agreement, dated July 17, 2014, or the FB Advisor investment advisory agreement, by and between the Company and FB Advisor.
On June 15, 2020, the Company filed Articles of Amendment to its Articles of Incorporation, or the Reverse Stock Split Amendment, with the State Department of Assessments and Taxation of the State of Maryland to effect a 4 to 1 reverse split of the Company’s shares of common stock, or the Reverse Stock Split. The Reverse Stock Split became effective in accordance with the terms of the Reverse Stock Split Amendment on June 15, 2020.
The Reverse Stock Split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split resulted in some shareholders owning a fractional share. In that regard, no fractional shares were issued in connection with the Reverse Stock Split. Shareholders of record who would have otherwise been entitled to receive a fractional share instead received a cash payment based on the closing price of the Company’s common stock as reported on the NYSE as of June 15, 2020. A summary of the Company’s weighted average number of shares of common stock outstanding and earnings per share after adjusting for the Reverse Stock Split is as follows:
Weighted average number of shares of common stock outstanding (as previously reported)
Weighted average number of shares of common stock outstanding (as adjusted)
Net investment income per share (as previously reported)
Net investment income per share (as adjusted)
Earnings per share (as previously reported)
Earnings per share (as adjusted)
On November 23, 2020, the Company entered into an Agreement and Plan of Merger, or the 2020 Merger Agreement, with FS KKR Capital Corp II., a Maryland corporation, or FSKR and, together with the Company, the Funds, Rocky Merger Sub, Inc.,
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Notes to Unaudited Consolidated Financial Statements (continued)
Note 1. Principal Business and Organization (continued)
a Maryland corporation and wholly-owned subsidiary of the Company, or Merger Sub, and the Advisor. The 2020 Merger Agreement provides that, subject to the conditions set forth in the 2020 Merger Agreement, Merger Sub will merge with and into FSKR, with FSKR continuing as the surviving company and as a wholly-owned subsidiary of the Company, or the First Merger, and, immediately thereafter, FSKR will merge with and into the Company, with the Company continuing as the surviving company or, together with the First Merger, the 2021 Merger. See Note 12 for additional information.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation: The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For a more complete discussion of significant accounting policies and certain other information, the Company’s interim unaudited consolidated financial statements should be read in conjunction with its audited consolidated financial statements as of and for the year ended December 31, 2020 included in the Company’s annual report on Form 10-K for the year ended December 31, 2020. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The December 31, 2020 consolidated balance sheet and consolidated schedule of investments are derived from the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020. The Company is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies under Accounting Standards Codification Topic 946, Financial Services—Investment Companies.
Use of Estimates: The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Capital Gains Incentive Fee: Pursuant to the terms of the investment advisory agreement, the incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement). This fee equals 20.0% of the Company’s incentive fee capital gains, which shall equal both Corporate Capital Trust, Inc.’s, or CCT, and the Company’s realized capital gains (without duplication) on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation (without duplication) on a cumulative basis, less the aggregate amount of any capital gain incentive fees previously paid by CCT and the Company. On a quarterly basis, the Company accrues for the capital gains incentive fee by calculating such fee as if it were due and payable as of the end of such period.
The Company includes unrealized gains in the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to the Advisor if the Company’s entire portfolio was liquidated at its fair value as of the balance sheet date even though the Advisor is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.
Subordinated Income Incentive Fee: Pursuant to the terms of the investment advisory agreement, the Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the investment advisory agreement, which is calculated and payable quarterly in arrears, equals 20.0% of theCompany’s “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on the value of the Company’s net assets, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%. As a result, the Advisor will not earn this incentive fee for any quarter until theCompany’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.75%. Once the Company’s pre-incentive feenet investment income in any quarter exceeds the hurdle rate, the Advisor will be entitled to a “catch-up” fee equal to the amount ofthe pre-incentive fee net investment income in excess of the
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Note 2. Summary of Significant Accounting Policies (continued)
hurdle rate, until the Company’s pre-incentive fee net investment income for such quarter equals 2.1875%, or 8.75% annually, of net assets. Thereafter, the Advisor will be entitled to receive 20.0% of pre-incentive fee net investment income.
The subordinated incentive fee on income is subject to a cap equal to (i) 20.0% of the “per share pre-incentive fee return” for the then-current and eleven preceding calendar quarters minus the cumulative “per share incentive fees” accrued and/or payable for the eleven preceding calendar quarters multiplied by (ii) the weighted average number of shares outstanding during the calendar quarter (or any portion thereof) for which the subordinated incentive fee on income is being calculated. The definitions of “per share pre-incentive feereturn” and “per share incentive fees” under the investment advisory agreement take into account the historic per share pre-incentive fee return of both the Company and CCT, together with the historic per share incentive fees paid by both the Company and CCT. For the purpose of calculating the “per share pre-incentive fee return,” any unrealized appreciation or depreciation recognized as a result of the purchase accounting for the Company’s acquisition of CCT, or the 2018 Merger, is excluded.
Reclassifications: Certain amounts in the unaudited consolidated financial statements as of and for the three months ended March 31, 2020 and the audited consolidated financial statements as of and for the year ended December 31, 2020 may have been reclassified to conform to the classifications used to prepare the unaudited consolidated financial statements as of and for the three months ended March 31, 2021.
Revenue Recognition: Security transactions are accounted for on the trade date. The Company records interest income on an accrual basis to the extent that it expects to collect such amounts. The Company records dividend income on the ex-dividend date. Distributions received from limited liability company (“LLC”) and limited partnership (“LP”) investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. The Company does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. The Company’s policy is to place investments on non-accrual status when there is reasonable doubt that interest income will be collected. The Company considers many factors relevant to an investment when placing it on or removing it from non-accrual status including, but not limited to, the delinquency status of the investment, economic and business conditions, the overall financial condition of the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. If there is reasonable doubt that the Company will receive any previously accrued interest, then the accrued interest will be written-off. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the collectability of the remaining principal and interest. Non-accrual investments may be restored to accrual status when principal and interest become current and are likely to remain current based on the Company’s judgment.
Loan origination fees, original issue discount and market discount are capitalized and the Company amortizes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. Structuring and other non-recurring upfront fees are recorded as fee income when earned. For the three months ended March 31, 2021, the Company recognized $2 in structuring fee revenue. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.
Derivative Instruments: The Company’s derivative instruments include foreign currency forward contracts and cross currency swaps. The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result, the Company presents changes in fair value through net change in unrealized appreciation (depreciation) on derivative instruments in the consolidated statements of operations. Realized gains and losses of the derivative instruments are included in net realized gains (losses) on derivative instruments in the consolidated statements of operations.
Recent Accounting Pronouncements: In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or
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evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
Note 3. Share Transactions
Below is a summary of transactions with respect to shares of the Company’s common stock during the three months ended March 31, 2021 and 2020:
Share Repurchase Program
Net Proceeds from Share Transactions
The number of shares repurchased has been retroactively adjusted to reflect the Reverse Stock Split as discussed below.
During the three months ended March 31, 2021, the administrator for the Company’s distribution reinvestment plan, or DRP, purchased 275,642 shares of common stock in the open market at an average price per share of $17.21 (totaling $5) pursuant to the DRP, and distributed such shares to participants in the DRP. During the three months ended March 31, 2020, the administrator for the DRP purchased 270,663 shares of common stock in the open market at an average price per share of $25.12 (totaling $7) pursuant to the DRP, and distributed such shares to participants in the DRP. During the period from April 1, 2021 to May 7, 2021, the administrator for the DRP purchased 221,020 shares of common stock in the open market at an average price per share of $20.94 (totaling $5) pursuant to the DRP, and distributed such shares to participants in the DRP. For additional information regarding the terms of the DRP, see Note 5.
December 2018 Share Repurchase Program
In December 2018, the Company’s board of directors authorized a stock repurchase program. Under the program, the Company was permitted to repurchase up to $200 in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value per share.
During the three months ended March 31, 2020, the Company repurchased 2,235,408 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $17.79 (totaling $40). The program has terminated since the aggregate repurchase amount that was approved by the Company’s board of directors has been expended.
The number of shares repurchased and the average price per share amounts have been retroactively adjusted to reflect the Reverse Stock Split as discussed below.
Reverse Stock Split and Fractional Shares
As a result of the Reverse Stock Split, which was effective on June 15, 2020, every four shares of the Company’s common stock issued and outstanding were automatically combined into one share of the Company’s common stock, and the number of outstanding shares of the Company’s common stock was reduced from approximately 495.0 million to approximately 123.75 million as of June 15, 2020. The Reverse Stock Split did not modify the rights or preferences of the Company’s common stock. The Company also filed a separate Articles of Amendment to Articles of Incorporation with the State Department of Assessments and Taxation of the State of Maryland to provide that there would be no change in the par value of $0.001 per share as a result of the Reverse Stock Split.
The Reverse Stock Split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split resulted in some shareholders owning a fractional share. In that regard, no fractional shares were issued in connection with the Reverse Stock Split. Shareholders of record who would have
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Note 3. Share Transactions (continued)
otherwise been entitled to receive a fractional share instead received a cash payment based on the closing price of the Company’s common stock as reported on the NYSE as of June 15, 2020.
Note 4. Related Party Transactions
Compensation of the Investment Adviser
Pursuant to the investment advisory agreement, the Advisor is entitled to a base management fee calculated at an annual rate of 1.50% of the average weekly value of the Company’s gross assets excluding cash and cash equivalents (gross assets equal the total assets of the Company as set forth on the Company’s consolidated balance sheets) and an incentive fee based on the Company’s performance. Effective June 15, 2019, in connection with stockholder approval of the modification of the asset coverage requirement applicable to senior securities from 200% to 150%, the Advisor reduced (by permanent waiver) the annual base management fee payable under the investment advisory agreement from 1.5% to 1.0% on all assets financed using leverage over 1.0x debt-to-equity. The base management fee is payable quarterly in arrears. All or any part of the base management fee not taken as to any quarter will be deferred without interest and may be taken in such other quarter as the Advisor determines. The prior investment advisory agreement had substantially similar terms, except that cash and cash equivalents were not excluded from gross assets. See Note 2 for a discussion of the capital gains and subordinated income incentive fees that the Advisor may be entitled to under the investment advisory agreement.
On April 9, 2018, the Company entered into an administration agreement with the Advisor, or the administration agreement. Pursuant to the administration agreement, the Advisor oversees the Company’s day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities, and other administrative services. The Advisor also performs, or oversees the performance of, the Company’s corporate operations and required administrative services, which includes being responsible for the financial records that the Company is required to maintain and preparing reports for the Company’s stockholders and reports filed with the U.S. Securities and Exchange Commission, or the SEC. In addition, the Advisor assists the Company in calculating its net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others.
Pursuant to the administration agreement, the Company reimburses the Advisor for expenses necessary to perform services related to its administration and operations, including the Advisor’s allocable portion of the compensation and related expenses of certain personnel of Franklin Square Holdings, L.P., which does business as FS Investments, or FS Investments, and KKR Credit Advisors (US), LLC, or KKR Credit, providing administrative services to the Company on behalf of the Advisor. The Company reimburses the Advisor no less than quarterly for all costs and expenses incurred by the Advisor in performing its obligations and providing personnel and facilities under the administration agreement. The Advisor allocates the cost of such services to the Company based on factors such as total assets, revenues, time allocations and/or other reasonable metrics. The Company’s board of directors reviews the methodology employed in determining how the expenses are allocated to the Company and the proposed allocation of administrative expenses among the Company and certain affiliates of the Advisor. The Company’s board of directors then assesses the reasonableness of such reimbursements for expenses allocated to it based on the breadth, depth and quality of such services as compared to the estimated cost to the Company of obtaining similar services from third-party service providers known to be available. In addition, the Company’s board of directors considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Company’s board of directors compares the total amount paid to the Advisor for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable BDCs.
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Note 4. Related Party Transactions (continued)
The following table describes the fees and expenses accrued under the investment advisory agreement and the administration agreement, as applicable, during the three months ended March 31, 2021 and 2020:
Related Party
Source Agreement
Description
The Advisor
Investment advisory agreement
Base Management Fee(1)
During the three months ended March 31, 2021 and 2020, $25 and $30, respectively, in base management fees were paid to the Advisor. As of March 31, 2021, $25 in base management fees were payable to the Advisor.
During the three months ended March 31, 2021 and 2020, $1 and $1, respectively, of administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by the Advisor and the remainder related to other reimbursable expenses, including reimbursement of fees related to transactional expenses for prospective investments, such as fees and expenses associated with performing due diligence reviews of investments that do not close, often referred to as “broken deal” costs. Broken deal costs were $0.1 for the three months ended March 31, 2021. The Company paid $1 and $3, respectively, in administrative services expenses to the Advisor during the three months ended March 31, 2021 and 2020.
Potential Conflicts of Interest
The members of the senior management and investment teams of the Advisor serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company does, or of investment vehicles managed by the same personnel. For example, the Advisor is the investment adviser to FS KKR Capital Corp. II, and the officers, managers and other personnel of the Advisor may serve in similar or other capacities for the investment advisers to future investment vehicles affiliated with FS Investments or KKR Credit. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Company’s best interests or in the best interest of the Company’s stockholders. The Company’s investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For additional information regarding potential conflicts of interest, see the Company’s annual report on Form 10-K for the year ended December 31, 2020.
Exemptive Relief
As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, simultaneously co-invest in transactions where price is the only negotiated term.
In an order dated June 4, 2013, or the FS Order, the SEC granted exemptive relief permitting the Company, subject to the satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions with certain affiliates of its former investment adviser, including FS Energy and Power Fund, FS KKR Capital Corp. II and any future BDCs that are advised by its former investment adviser or its affiliated investment advisers. However, in connection with the investment advisory relationship with the Advisor, and in an effort to mitigate potential future conflicts of interest, the Company’s board of directors authorized and directed that the Company (i) withdraw from the FS Order, except with respect to any transaction in which the Company participated in reliance on the FS Order prior to April 9, 2018, and (ii) rely on an exemptive relief order, dated January 5, 2021, that permits the Company, subject to the satisfaction of certain conditions,to co-invest in certain privately negotiated investment transactions, including investments originated and directly negotiated by the Advisor or KKR Credit, with certain affiliates of the Advisor.
Affiliated Purchaser Program
As previously disclosed, certain affiliates of the owners of the Advisor committed $100 to a $350 investment vehicle that may invest from time to time in shares of the Company’s common stock. The Company is not a party to any transaction with the investment vehicle.
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Note 5. Distributions
The following table reflects the cash distributions per share that the Company has declared on its common stock during the three months ended March 31, 2021 and 2020:
For the Three Months Ended
Fiscal 2020
March 31, 2020
Fiscal 2021
March 31, 2021
The amount of each per share distribution has been retroactively adjusted to reflect the Reverse Stock Split as discussed above in Note 3.
On May 7, 2021, the Company’s board of directors declared a regular quarterly cash distribution of $0.60 per share, which will be paid on or about July 2, 2021 to stockholders of record as of the close of business on June 11, 2021. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Company’s board of directors.
Pursuant to the DRP, the Company will reinvest all cash dividends or distributions declared by the Company’s board of directors on behalf of stockholders who do not elect to receive their distributions in cash. As a result, if the Company’s board of directors declares a distribution, then stockholders who have not elected to “opt out” of the DRP will have their distributions automatically reinvested in additional shares of the Company’s common stock.
With respect to each distribution pursuant to the DRP, the Company reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market in connection with implementation of the DRP. Unless the Company, in its sole discretion, otherwise directs the plan administrator, (A) if the per share market price (as defined in the DRP) is equal to or greater than the estimated net asset value per share (rounded up to the nearest whole cent) of the Company’s common stock on the payment date for the distribution, then the Company will issue shares of common stock at the greater of (i) net asset value per share of common stock or (ii) 95% of the market price; or (B) if the market price is less than the net asset value per share, then, in the sole discretion of the Company, (i) shares of common stock will be purchased in open market transactions for the accounts of participants to the extent practicable, or (ii) the Company will issue shares of common stock at net asset value per share. Pursuant to the terms of the DRP, the number of shares of common stock to be issued to a participant will be determined by dividing the total dollar amount of the distribution payable to a participant by the price per share at which the Company issues such shares; provided, however, that shares purchased in open market transactions by the plan administrator will be allocated to a participant based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.
If a stockholder receives distributions in the form of common stock pursuant to the DRP, such stockholder generally will be subject to the same federal, state and local tax consequences as if it elected to receive distributions in cash. If the Company’s common stock is trading at or below net asset value, a stockholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of cash that they would have received if they had elected to receive the distribution in cash. If the Company’s common stock is trading above net asset value, a stockholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of the fair market value of the Company’s common stock. The stockholder’s basis for determining gain or loss upon the sale of common stock received in a distribution will be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a distribution will have a holding period for tax purposes commencing on the day following the day on which the shares of common stock are credited to the stockholder’s account.
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Note 5. Distributions (continued)
The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including proceeds from the sale of shares of the Company’s common stock, borrowings, net investment income from operations, capital gains proceeds from the sale of assets,non-capital gains proceeds from the sale of assets, and dividends or other distributions paid to the Company on account of preferred and common equity investments in portfolio companies. The Company has not established limits on the amount of funds it may use from available sources to make distributions. During certain periods, the Company’s distributions may exceed its earnings. As a result, it is possible that a portion of the distributions the Company makes may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from the Company’s investment activities. Each year a statement on Form 1099-DIV identifying the sources of the distributions (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of capital, which is a nontaxable distribution) will be mailed to the Company’s stockholders. There can be no assurance that the Company will be able to pay distributions at a specific rate or at all.
The following table reflects the sources of the cash distributions on a tax basis that the Company has paid on its common stock during the three months ended March 31, 2021 and 2020:
Source of Distribution
Return of capital
Net investment income(1)
Short-term capital gains proceeds from the sale of assets
Long-term capital gains proceeds from the sale of assets
During the three months ended March 31, 2021 and 2020, 86.7% and 89.4%, respectively, of the Company’s gross investment income was attributable to cash income earned, 2.0% and 1.7%, respectively, was attributable to non-cash accretion of discount and 11.3% and 8.9%, respectively, was attributable to PIK interest.
The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon the Company’s taxable income for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Company’s distributions for a full year. The actual tax characteristics of distributions to stockholders are reported to stockholders annually on Form 1099-DIV.
Net capital losses may be carried forward indefinitely, and their character is retained as short-term or long-term losses. As of March 31, 2021, the Company had short-term and long-term capital loss carryforwards available to offset future realized capital gains of $37 and $862, respectively. $85 of such losses were carried over from CCT due to the 2018 Merger, and $177 of such losses were carried over from losses generated by the Company prior to the 2018 Merger. Because of the loss limitation rules of the Code, some of the tax basis losses may be limited in their use. Any unused balances resulting from such limitations may be carried forward into future years indefinitely.
As of March 31, 2021 and December 31, 2020, the Company’s gross unrealized appreciation on a tax basis was $1,201 and $1,121, respectively. As of March 31, 2021 and December 31, 2020, the Company’s gross unrealized depreciation on a tax basis was $1,204 and $1,280, respectively.
The aggregate cost of the Company’s investments for U.S. federal income tax purposes totaled $7,149 and $7,622 as of March 31, 2021 and December 31, 2020, respectively. The aggregate net unrealized appreciation (depreciation) on investments on a tax basis was $(692) and $(842) as of March 31, 2021 and December 31, 2020, respectively. The aggregate net unrealized appreciation (depreciation) on investments on a tax basis excludes net unrealized appreciation (depreciation) from merger accounting, foreign currency forward contracts and foreign currency transactions.
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As of March 31, 2021, the Company had a deferred tax liability of $5 resulting from unrealized appreciation on investments held by the Company’s wholly-owned taxable subsidiaries and a deferred tax asset of $57 resulting from net operating losses of the Company’s wholly-owned taxable subsidiaries and unrealized depreciation on investments held by the Company’s wholly-owned taxable subsidiaries. As of March 31, 2021, certain wholly-owned taxable subsidiaries anticipated that they would be unable to fully utilize their generated net operating losses and capital losses, therefore the deferred tax asset was offset by a valuation allowance of $52. For the three months ended March 31, 2021, the Company did not record a provision for taxes related to wholly-owned taxable subsidiaries.
Note 6. Investment Portfolio
The following table summarizes the composition of the Company’s investment portfolio at cost and fair value as of March 31, 2021 and December 31, 2020:
Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.
In general, under the 1940 Act, the Company would be presumed to “control” a portfolio company if it owned more than 25% of its voting securities or it had the power to exercise control over the management or policies of such portfolio company, and would be an “affiliated person” of a portfolio company if it owned 5% or more of its voting securities.
As of March 31, 2021, the Company held investments in nine portfolio companies of which it is deemed to “control.” As of March 31, 2021, the Company held investments in fourteen portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (y) and (z) to the unaudited consolidated schedule of investments as of March 31, 2021 in this quarterly report on Form 10-Q.
As of December 31, 2020, the Company held investments in ten portfolio companies of which it is deemed to “control.” As of December 31, 2020, the Company held investments in thirteen portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (y) and (z) to the consolidated schedule of investments as of December 31, 2020 in this quarterly report on Form 10-Q.
The Company’s investment portfolio may contain loans and other unfunded arrangements that are in the form of lines of credit, revolving credit facilities, delayed draw credit facilities or other investments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. As of March 31, 2021, the Company had unfunded debt investments with aggregate unfunded commitments of $252.0, unfunded equity/other commitments of $205.7 and unfunded commitments of $65.8 of Strategic Credit Opportunities Partners, LLC. As of December 31, 2020, the Company had unfunded debt investments with aggregate unfunded commitments of $228.4, unfunded equity commitments of $142.9 and unfunded commitments of $65.8 of Strategic Credit Opportunities Partners, LLC. The Company maintains sufficient cash on hand and available borrowings to fund such unfunded commitments should the need arise.
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Note 6. Investment Portfolio (continued)
For additional details regarding the Company’s unfunded debt investments, see the Company’s unaudited consolidated schedule of investments as of March 31, 2021 and the Company’s audited consolidated schedule of investments as of December 31, 2020.
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of March 31, 2021 and December 31, 2020:
Industry Classification
Automobiles & Components
Banks
Capital Goods
Commercial & Professional Services
Consumer Durables & Apparel
Consumer Services
Diversified Financials
Energy
Food & Staples Retailing
Food, Beverage & Tobacco
Health Care Equipment & Services
Household & Personal Products
Insurance
Materials
Media & Entertainment
Pharmaceuticals, Biotechnology & Life Sciences
Real Estate
Retailing
Software & Services
Technology Hardware & Equipment
Telecommunication Services
Transportation
Strategic Credit Opportunities Partners, LLC, or SCJV, is a joint venture between the Company and South Carolina Retirement Systems Group Trust, or SCRS. SCRS purchased its interests in SCJV from Conway Capital, LLC, an affiliate of Guggenheim Life and Annuity Company and Delaware Life Insurance Company, in June 2019, which had no impact on the significant terms governing SCJV other than an increase in the aggregate capital commitment (but not the percentage of the aggregate capital committed by each member) to SCJV. SCJV’s amended and restated limited liability company agreement, or the SCJV Agreement, requires the Company and SCRS to provide capital to SCJV of up to $1,000 in the aggregate where the Company and SCRS would provide 87.5% and 12.5%, respectively, of the committed capital. Pursuant to the terms of the SCJV Agreement, the Company and SCRS each have 50% voting control of SCJV and are required to agree on all investment decisions as well as certain other significant actions for SCJV. SCJV invests its capital in a range of investments, including senior secured loans (both first lien and second lien) to middle market companies, broadly syndicated loans, equity, warrants and other investments. As administrative agent of SCJV, the Company performs certainday-to-day management responsibilities on behalf of SCJV and is entitled to a fee of 0.25% of SCJV’s assets under administration, calculated and payable quarterly in arrears. As of March 31, 2021, the Company and SCRS have funded approximately $924.8 to SCJV, of which $809.2 was from the Company.
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Jersey City Funding LLC, or Jersey City Funding, a wholly-owned subsidiary of SCJV, has a revolving credit facility with Goldman Sachs Bank, or as amended, the Jersey City Funding Credit Facility, which provides for up to $350 of borrowings as of March 31, 2021. The Jersey City Funding Credit Facility provides loans in U.S. dollars, Australian dollars, Canadian dollars Euros and pounds sterling. U.S. dollar loans bear interest at the rate of LIBOR plus 2.25%. Foreign currency loans bear interest at the floating rate plus the spread applicable to the specified currency. Jersey City Funding also pays a commitment fee of up to 0.50% on undrawn commitments. The Jersey City Funding Credit Facility matures on September 29, 2021. As of March 31, 2021, total outstanding borrowings under the Jersey City Funding Credit Facility were $242.8. Borrowings under the Jersey City Funding Credit Facility are secured by substantially all of the assets of Jersey City Funding.
Chestnut Street Funding LLC, or Chestnut Street Funding, a wholly-owned subsidiary of SCJV, has a revolving credit facility with Citibank, N.A., or as amended, the Chestnut Street Funding Credit Facility, which provides for up to $400 of borrowings as of March 31, 2021. The Chestnut Street Funding Credit Facility provides loans in U.S. dollars, Australian dollars, Canadian dollars, Euros and pounds sterling. U.S. dollar loans bear interest at the rate of three-month LIBOR plus 2.25%. Foreign currency loans bear interest at the applicable floating rate plus 2.25%. Chestnut Street Funding also pays a commitment fee of up to 0.50% on undrawn commitments. The Chestnut Street Funding Credit Facility matures on September 18, 2024. As of March 31, 2021, total outstanding borrowings under the Chestnut Street Funding Credit Facility were $182.4. Borrowings under the Chestnut Street Funding Credit Facility are secured by substantially all of the assets of Chestnut Street Funding.
Boxwood Drive Funding LLC, or Boxwood Drive Funding, a wholly-owned subsidiary of SCJV, has a revolving credit facility with BNP Paribas, or the Boxwood Drive Funding Credit Facility, which provides for up to $300 of borrowings as of March 31, 2021. The Boxwood Drive Funding Credit Facility provides for loans in U.S. dollars, Australian dollars, Canadian dollars, New Zealand dollars, Euros and pounds sterling. U.S. dollar loans bear interest at the rate of LIBOR plus a spread of 2.05% to 3.15% during the reinvestment period and 2.50% to 3.25% thereafter. Foreign currency of loans bear interest at the applicable floating rate plus the applicable spread. Boxwood Drive Funding also pays a commitment fee of up to 1.00% on undrawn commitments. The Boxwood Drive Funding Credit Facility matures on April 15, 2025. As of March 31, 2021, total outstanding borrowings under the Boxwood Drive Funding Credit Facility were $28.8. Borrowings under the Boxwood Drive Funding Credit Facility are secured by substantially all of the assets of Boxwood Drive Funding.
On March 31, 2021, SCJV sold in a private placement $300 million of aggregate principal amount of unsecured notes, or the SCJV Notes, to qualified institutional buyers in reliance on Section 4(a)(2) of the Securities Act. Interest on the SCJV Notes is payable quarterly on the 1st of each of January, April, July and October, at a fixed annual rate of 4.25%, commencing July 1, 2021. This interest rate is subject to increase up to 4.75% in the event that the SCJV Notes cease to have an investment grade rating, and the SCJV Notes will be subject to an additional 2.0% of default interest during the continuance of an event of default. The SCJV Notes mature on April 1, 2026, unless redeemed, purchased or prepaid prior to such date by SCJV in accordance with their terms. The SCJV Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness that SCJV may issue. SCJV used the net proceeds from the private placement for general corporate purposes, including to make investments, repay existing debt and make permitted distributions. SCOP was in compliance with all covenants required by its financing arrangements as of March 31, 2021 and December 31, 2020.
During the three months ended March 31, 2021, the Company sold investments with a cost of $186.1 for proceeds of $193.3 to SCJV and recognized a net realized gain (loss) of $7.2 in connection with the transactions. As of March 31, 2021, $259.6 of these sales to SCJV are included in receivable for investments sold in the consolidated statements of assets and liabilities.
As of March 31, 2021 and December 31, 2020, SCJV had total investments with a fair value of $1,655.2 and $1,544.3, respectively. As of March 31, 2021 and December 31, 2020, SCJV had two and two investments on non-accrual status, respectively.
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Below is a summary of SCJV’s portfolio, followed by a listing of the individual loans in SCJV’s portfolio as of March 31, 2021 and December 31, 2020:
Total debt investments(1)
Weighted average current interest rate on debt investments(2)
Number of portfolio companies in SCJV
Largest investment in a single portfolio company(1)
Unfunded commitments(1)
At cost.
Computed as the (a) annual stated interest rate on accruing debt, divided by (b) total debt at par amount.
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Strategic Credit Opportunities Partners, LLC Portfolio
As of March 31, 2021 (in millions)
(Unaudited)
Company(a)
Senior Secured Loans—First Lien—130.3%
Arrotex Australia Group Pty Ltd
BearCom Acquisition Corp
Big Bus Tours Ltd
Bugaboo International BV
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Cambium Learning Group Inc
Catapult Learning LLC
Child Development Schools Inc
Eacom Timber Corp
HealthChannels LLC
Huws Gray Ltd
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Kettle Cuisine LLC
Lionbridge Technologies Inc
Parts Town LLC
Precision Global Corp
Smart & Final Stores LLC
Staples Canada
Technimark LLC
Total Safety US Inc
Yak Access LLC
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Senior Secured Loans—Second Lien—27.9%
Access CIG LLC
Ammeraal Beltech Holding BV
BCA Marketplace PLC
Excelitas Technologies Corp
Misys Ltd
Resource Label Group LLC
SIRVA Worldwide Inc
Watchfire Enterprises Inc
Subordinated Debt—5.1%
Asset Based Finance—27.3%
Comet Aircraft S.a.r.l., Common Stock
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GA Capital Specialty Lending Fund, Limited Partnership Interest
Luxembourg Life Fund—Absolute Return Fund I, 1L Term Loan
Luxembourg Life Fund—Long Term Growth Fund, 1L Term Loan
NewStar Clarendon 2014-1A Class D
Pretium Partners LLC P1, Structured Mezzanine
Pretium Partners LLC P2, Structured Mezzanine
Sealane Trade Finance
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Equity/Other—7.2%
TOTAL INVESTMENTS—197.8%
Derivative Instruments—(1.1)%
Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of March 31, 2021, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 0.19%, the Euro Interbank Offered Rate, or EURIBOR, was (0.54)%, the Australian Bank Bill Swap Bid Rate, or BBSY or “B”, was 0.09% and the Canadian Dollar Offer Rate, or CDOR, was 0.44%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment. Variable rate securities with no floor rate use the respective benchmark rate in all cases.
Fair value determined by the Company’s board of directors.
Investments classified as Level 3.
Asset is on non-accural status.
Security or portion thereof held within Jersey City Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs Bank.
Security or portion thereof held within Chestnut Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Citibank.
Security or portion thereof held within JCF Cayman Ltd and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs Bank.
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Security or portion thereof held within Boxwood Drive Funding and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with BNP Paribas.
As of December 31, 2020 (in millions)
Senior Secured Loans—First Lien—124.6%
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Diamond Resorts International Inc
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Senior Secured Loans—Second Lien—28.9%
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Other Senior Secured Debt—1.0%
Cleaver-Brooks Inc
Subordinated Debt—5.3%
Asset Based Finance—23.8%
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MP4 2013-2A Class Subord. B
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Equity/Other—6.1%
TOTAL INVESTMENTS—189.7%
Derivative Instruments—(1.4)%
Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of December 31, 2020, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 0.24% and the Euro Interbank Offered Rate, or EURIBOR, was (0.55)%, Canadian Dollar Offer Rate, or CDOR, was 0.48% and the Australian Interbank Rate, or BBSY or “B”, was 0.06%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.
Security or portion thereof held within Jersey City Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs.
Security or portion thereof held within Chestnut Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Citibank, N.A.
Security or portion thereof held within JCF Cayman Ltd and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs.
Security or portion thereof held within Boxwood Drive Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with BNP Paribas.
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Below is selected balance sheet information for SCJV as of March 31, 2021 and December 31, 2020:
Selected Balance Sheet Information
Total investments, at fair value
Cash and other assets
Debt
Other liabilities
Member’s equity
Below is selected statement of operations information for SCJV for the three months ended March 31, 2021 and 2020:
Selected Statement of Operations Information
Expenses
Interest expense
Custodian and accounting fees
Administrative services
Professional services
Other
Total expenses
Net realized and unrealized losses
Net increase in net assets resulting from operations
Note 7. Financial Instruments
The following is a summary of the fair value and location of the Company’s derivative instruments in the consolidated balance sheets held as of March 31, 2021 and December 31, 2020:
Derivative Instrument
Statement Location
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Note 7. Financial Instruments (continued)
Net realized and unrealized gains and losses on derivative instruments recorded by the Company for the three months ended March 31, 2021 and 2020 are in the following locations in the consolidated statements of operations:
Offsetting of Derivative Instruments
The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation and depreciation on derivative instruments are reported as gross assets and liabilities, respectively, in the condensed consolidated statements of assets and liabilities. The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of March 31, 2021 and December 31, 2020:
JP Morgan Chase Bank
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In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization.
Net amount of derivative assets represents the net amount due from the counterparty to the Company.
Net amount of derivative liabilities represents the net amount due from the Company to the counterparty.
Foreign Currency Forward Contracts and Cross Currency Swaps:
The Company may enter into foreign currency forward contracts and cross currency swaps from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit counterparty risk by only dealing with well-known counterparties.
Cross currency swaps are interest rate swaps in which interest cash flows are exchanged between two parties based on the notional amounts of two different currencies. These swaps are marked-to-market by recognizing the difference between the present value of cash flows of each leg of the swaps as unrealized appreciation or depreciation. Realized gain or loss is recognized when periodic payments are received or paid and the swaps are terminated. The entire notional value of a cross currency swap is subject to the risk that the counterparty to the swap will default on its contractual delivery obligations. The Company attempts to limit counterparty risk by only dealing with well-known counterparties. The Company utilizes cross currency swaps from time to time in order to hedge a portion of its investments in foreign currency.
The average notional balance for foreign currency forward contracts during the three months ended March 31, 2021 and 2020 was $65.0 and $27.9, respectively.
Note 8. Fair Value of Financial Instruments
Under existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes valuation techniques that maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable.
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Note 8. Fair Value of Financial Instruments (continued)
Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets.
Level 3: Inputs that are unobservable for an asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
As of March 31, 2021 and December 31, 2020, the Company’s investments were categorized as follows in the fair value hierarchy:
Valuation Inputs
Level 1—Price quotations in active markets
Level 2—Significant other observable inputs
Level 3—Significant unobservable inputs
Investments measured at net asset value(1)
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
In addition, the Company had foreign currency forward contracts, as described in Note 7, which were categorized as Level 2 in the fair value hierarchy as of March 31, 2021 and December 31, 2020.
The Company’s investments consist primarily of debt investments that were acquired directly from the issuer. Debt investments, for which broker quotes are not available, are valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, the borrower’s ability to adequately service its debt, prevailing interest rates for like investments, expected cash flows, call features, anticipated repayments and other relevant terms of the investments. Except as described below, all of the Company’s equity/other investments are also valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, contractual rights ascribed to such investments, as well as various income scenarios and multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. An investment that is newly issued and purchased near the date of the financial statements is valued at cost if the Company’s board of directors determines that the cost of such investment is the best indication of its fair value. Such investments described above are typically classified as Level 3 within the fair value hierarchy. Investments that are traded on an active public market are valued at their closing price as of the date of the financial statements and are classified as Level 1 within the fair value hierarchy. Except as described above, the Company typically values its other investments by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which are provided by independent third-party pricing services and screened for validity by such services and are typically classified as Level 2 within the fair value hierarchy.
The Company periodically benchmarks the bid and ask prices it receives from the third-party pricing services and/or dealers and independent valuation firms as applicable, against the actual prices at which the Company purchases and sells its investments. Based on the results of the benchmark analysis and the experience of the Company’s management in purchasing and
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selling these investments, the Company believes that these prices are reliable indicators of fair value. The valuation committee of the Company’s board of directors, or the valuation committee, and the board of directors reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the Company’s valuation policy.
The following is a reconciliation for the three months ended March 31, 2021 and 2020 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:
Fair value at beginning of period
Accretion of discount (amortization of premium)
Net realized gain (loss)
Net change in unrealized appreciation (depreciation)
Purchases
Sales and repayments
Net transfers in or out of Level 3
Fair value at end of period
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date
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The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements as of March 31, 2021 and December 31, 2020 were as follows:
Type of Investment
Valuation
Technique(1)
Unobservable
Input
Range (Weighted Average)
Senior Debt
Range
Investments using a market quotes valuation technique were primarily valued by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by independent third-party pricing services and screened for validity by such services. Investments valued using an EBITDA multiple or a revenue multiple pursuant to the market comparables valuation technique may be conducted using an enterprise valuation waterfall analysis.
Represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.
Fair value based on expected outcome of proposed corporate transactions and/or other factors.
Note 9. Financing Arrangements
Prior to June 14, 2019, in accordance with the 1940 Act, the Company was allowed to borrow amounts such that its asset coverage, calculated pursuant to the 1940 Act, was at least 200% after such borrowing. Effective June 15, 2019, the Company’s asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of March 31, 2021, the aggregate amount outstanding of the senior securities issued by the Company was $3,633. As of March 31, 2021, the Company’s asset coverage was 189%.
The following tables present summary information with respect to the Company’s outstanding financing arrangements as of March 31, 2021 and December 31, 2020. For additional information regarding these financing arrangements, see the notes to the
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Note 9. Financing Arrangements (continued)
Company’s audited consolidated financial statements contained in its annual report on Form 10-K for the year ended December 31, 2020. Any significant changes to the Company’s financing arrangements during the three months ended March 31, 2021 are discussed below.
Arrangement
Rate
CCT Tokyo Funding Credit Facility(2)
Senior Secured Revolving Credit Facility(2)
4.750% Notes due 2022(6)
5.000% Notes due 2022(6)
4.625% Notes due 2024(6)
4.125% Notes due 2025(6)
8.625% Notes due 2025(6)
3.400% Notes due 2026(6)
CLO-1 Notes(2)(7)
LIBOR is subject to a 0% floor.
The carrying amount outstanding under the facility approximates its fair value.
The spread over LIBOR is determined by reference to the amount outstanding under the facility.
The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain outstanding indebtedness of the Company.
Amount includes borrowing in Euros, Canadian dollars, pounds sterling and Australian dollars. Euro balance outstanding of €159 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.17 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD92 has been converted to U.S dollars at an exchange rate of CAD1.00 to $0.80 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £110 has been converted to U.S dollars at an exchange rate of £1.00 to $1.38 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD6 has been converted to U.S dollars at an exchange rate of AUD1.00 to $0.76 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars.
As of March 31, 2021, the fair value of the 4.750% notes, the 5.000% notes, the 4.625% notes, the 4.125% notes, the 8.625% notes and the 3.400% notes was approximately $466, $245, $425, $484, $282 and $993, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.
As of March 31, 2021, there were $281.4 of Class A-1R notes outstanding at L+1.85%, $20.5 ofClass A-2R notes outstanding at L+2.25%, $32.4 of Class B-1R notes outstanding at L+2.60% and $17.4 of Class B-2Rnotes outstanding at 3.011%.
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Amount includes borrowing in Euros, Canadian dollars, pounds sterling and Australian dollars. Euro balance outstanding of €164 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.22 as of December 31, 2020 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD63 has been converted to U.S dollars at an exchange rate of CAD1.00 to $0.78 as of December 31, 2020 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £111 has been converted to U.S dollars at an exchange rate of £1.00 to $1.37 as of December 31, 2020 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD6 has been converted to U.S dollars at an exchange rate of AUD1.00 to $0.77 as of December 31, 2020 to reflect total amount outstanding in U.S. dollars.
As of December 31, 2020, the fair value of the 4.750% notes, the 5.000% notes, the 4.625% notes, the 4.125% notes, the 8.625% notes and the 3.400% notes was approximately $468, $245, $422, $490, $285 and $994 respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.
As of December 31, 2020, there were $281.4 of Class A-1R notes outstanding at L+1.85%, $20.5 of Class A-2R notes outstanding at L+2.25%, $32.4 of Class B-1R notes outstanding at L+2.60% and $17.4 of Class B-2R notes outstanding at 3.011%.
For the three months ended March 31, 2021 and 2020, the components of total interest expense for the Company’s financing arrangements were as follows:
Arrangement(1)
Locust Street Credit Facility(2)
4.750% Notes due 2022
5.000% Notes due 2022
4.625% Notes due 2024
4.125% Notes due 2025
8.625% Notes due 2025
3.400% Notes due 2026
CLO-1 Notes
Borrowings of each of the Company’s wholly-owned, special-purpose financing subsidiaries are considered borrowings of the Company for purposes of complying with the asset coverage requirements applicable to BDCs under the 1940 Act.
Direct interest expense includes the effect of non-usage fees.
The Company’s average borrowings and weighted average interest rate, including the effectof non-usage fees, for the three months ended March 31, 2021 were $4,041 and 3.88%, respectively. As of March 31, 2021, the Company’s weighted average effective interest rate on borrowings, including the effect of non-usage fees, was 4.17%.
The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the three months ended March 31, 2020 were $4,519 and 3.88%, respectively. As of March 31, 2020, the Company’s weighted average effective interest rate on borrowings, including the effect of non-usage fees, was 3.71%.
Under its financing arrangements, the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar financing arrangements. The Company was in compliance with all covenants required by its financing arrangements as of March 31, 2021 and December 31, 2020.
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Note 10. Commitments and Contingencies
The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. The Advisor has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.
The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.
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Note 10. Commitments and Contingencies (continued)
Unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s consolidated statements of assets and liabilities. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company has sufficient liquidity to fund these commitments. As of March 31, 2021, the Company’s unfunded commitments consisted of the following:
Category / Company(1)
Unfunded Asset Based Finance/Other commitments
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May be commitments to one or more entities affiliated with the named company.
As of March 31, 2021, the Company’s debt commitments are comprised of $48.1 revolving credit facilities and $203.9 delayed draw term loans, which generally are used for acquisitions or capital expenditures and are subject to certain performance tests. Such unfunded debt commitments have a fair value representing unrealized appreciation (depreciation) of $(2.5). The Company’s unfunded Asset Based Finance/Other commitments generally require certain conditions to be met or actual approval from the Advisor prior to funding.
As of March 31, 2021, the Company also has an unfunded commitment to provide $65.8 of capital to SCJV. The capital commitment can be satisfied with contributions of cash and/or investments. The capital commitments cannot be drawn without an affirmative vote by both the Company’s and SCRS’s representatives on SCJV’s board of managers.
While the Company does not expect to fund all of its unfunded commitments, there can be no assurance that it will not be required to do so.
In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under such arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. The Company has no such guarantees outstanding at March 31, 2021 and December 31, 2020.
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Note 11. Financial Highlights
The following is a schedule of financial highlights of the Company for the three months ended March 31, 2021 and the year ended December 31, 2020:
Per Share Data:(1)
Net asset value, beginning of period
Results of operations(2)
Net realized and unrealized appreciation (depreciation) on investments and secured borrowing and gain/loss on foreign currency
Stockholder distributions(3)
Distributions from net investment income
Distributions from net realized gain on investments
Capital share transactions
Issuance of common stock(4)
Repurchases of common stock(5)
Net asset value, end of period
Per share market value, end of period
Shares outstanding, end of period
Total return based on net asset value(6)
Total return based on market value(7)
Ratio/Supplemental Data:
Net assets, end of period
Ratio of net investment income to average net assets(8)
Ratio of total operating expenses to average net assets(8)
Ratio of net operating expenses to average net assets(8)
Portfolio turnover(9)
Total amount of senior securities outstanding, exclusive of treasury securities
Asset coverage per unit(10)
Per share data may be rounded in order to recompute the ending net asset value per share.
The per share data was derived by using the weighted average shares outstanding during the applicable period.
The per share data for distributions reflect the actual amount of distributions paid per share during the applicable period.
The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock pursuant to the DRP. The issuance of common stock at a price that is greater than the net asset value per share results in an increase in net asset value per share.
Represents the incremental impact of the Company’s share repurchase program by buying shares in the open market at a price lower than net asset value per share.
The total return based on net asset value for each period presented was calculated by taking the net asset value per share as of the end of the applicable period, adding the cash distributions per share that were declared during the period and dividing the total by the net asset value per share at the beginning of the period. Total return based on net asset value does not consider the effect of any sales commissions or
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Note 11. Financial Highlights (continued)
The total return based on market value for each period presented was calculated based on the change in market price during the applicable period, including the impact of distributions reinvested in accordance with the Company’s DRP. Total return based on market value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Company’s common stock. The historical calculation of total return based on market value in the table should not be considered a representation of the Company’s future total return based on market value, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets, general economic conditions and fluctuations in per share market value. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods.
Weighted average net assets during the applicable period are used for this calculation. Ratios for the three months ended March 31, 2021 are annualized. Annualized ratios for the three months ended March 31, 2021 are not necessarily indicative of the ratios that may be expected for the year ending December 31, 2021. The following is a schedule of supplemental ratios for the three months ended March 31, 2021 and year ended December 31, 2020:
Ratio of subordinated income incentive fees to average net assets
Ratio of interest expense to average net assets
Ratio of excise taxes to average net assets
Portfolio turnover for the three months ended March 31, 2021 is not annualized.
Asset coverage per unit is the ratio of the carrying value of the Company’s total consolidated assets, less liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.
Note 12. Pending Merger with FSKR
On November 23, 2020, the Company entered into the 2020 Merger Agreement with FSKR, Merger Sub, Inc., and the Advisor. The 2020 Merger Agreement provides that, subject to the conditions set forth in the 2020 Merger Agreement, Merger Sub will merge with and into FSKR, with FSKR continuing as the surviving company and as a wholly-owned subsidiary of FSK, or the First Merger, and, immediately thereafter, FSKR will merge with and into FSK, with FSK continuing as the surviving company, or together with the First Merger, the 2021 Merger. The board of directors of each Fund has approved the 2021 Merger, with the participation throughout by, and the unanimous support of, its respective independent directors. The parties to the 2020 Merger Agreement intend the 2021 Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
In the 2021 Merger, each share of FSKR common stock issued and outstanding immediately prior to the effective time of the First Merger will be converted into a number of shares of FSK common stock equal to an exchange ratio to be determined in connection with the closing of the 2021 Merger, or the Exchange Ratio. The Exchange Ratio will equal the net asset value per share of FSKR common stock, respectively (determined no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the 2021 Merger), divided by the net asset value per share of FSK common stock (determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the 2021 Merger). Holders of FSKR common stock may receive fractional shares or cash in lieu of fractional shares, at the election of FSK.
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Note 12. Pending Merger with FSKR (continued)
The 2020 Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of the Funds and FS/KKR Advisor’s businesses during the period prior to the closing of the 2021 Merger. The Funds have agreed to convene and hold meetings of their respective stockholders for the purpose of obtaining the required approvals of the Funds’ stockholders, respectively, and have agreed to recommend that their stockholders approve their respective proposals.
The 2020 Merger Agreement provides that the board of directors of each Fund may not solicit proposals relating to alternative transactions, or, subject to certain exceptions, enter into discussions or negotiations or provide information in connection with any proposal for an alternative transaction. However, each of the Funds may, subject to certain conditions, change its recommendation to their respective stockholders, terminate the 2020 Merger Agreement and enter into an agreement with respect to a superior alternative proposal if the board of directors of such Fund determines in its reasonable good faith judgment, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to breach its standard of conduct under applicable law (taking into account any changes to the 2020 Merger Agreement proposed by the other Fund).
Consummation of the 2021 Merger, which is currently anticipated to occur during the second or third quarter of 2021, is subject to certain closing conditions, including (1) requisite approvals of the Funds’ stockholders, (2) the absence of certain legal impediments to the consummation of the 2021 Merger, (3) effectiveness of the registration statement on Form N-14, which includes a joint proxy statement of the Funds and a prospectus of FSK, or the Proxy Statement, (4) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the 2020 Merger Agreement and (5) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).
The 2020 Merger Agreement also contains certain termination rights in favor of each Fund including if the 2021 Merger is not completed on or before November 23, 2021 or if the requisite approvals of the applicable Fund’s stockholders are not obtained. The 2020 Merger Agreement also provides that, upon the termination of the 2020 Merger Agreement under certain circumstances, a third party may be required to pay FSKR a termination fee of approximately $90.8, or a third party may be required to pay FSK a termination fee of approximately $126.2.
In connection with the 2021 Merger, the Company is seeking stockholder approval to amend the Company’s investment advisory agreement to (a) reduce FSK’s income incentive fee rate from 20% to 17.5% and (b) remove the total return lookback provision applicable to the subordinated incentive fee on income. The Advisor has also agreed to waive income incentive fees in the amount of $15 per quarter for the first six full fiscal quarters of operations following the 2021 Merger for a total waiver of $90.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us,” “our” and the “Company” refer to FS KKR Capital Corp. and the “Advisor” refers to FS/KKR Advisor, LLC.
Forward-Looking Statements
Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:
our future operating results;
our business prospects and the prospects of the companies in which we may invest, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;
the impact of the investments that we expect to make;
the ability of our portfolio companies to achieve their objectives;
our current and expected financings and investments;
receiving and maintaining corporate credit ratings and changes in the general interest rate environment;
the adequacy of our cash resources, financing sources and working capital;
the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;
our contractual arrangements and relationships with third parties;
actual and potential conflicts of interest with the other funds in the Advisor, FS Investments, KKR Credit or any of their respective affiliates;
the dependence of our future success on the general economy and its effect on the industries in which we may invest;
general economic and political trends and other external factors, including the current COVID-19 pandemic and related disruptions caused thereby;
our use of financial leverage;
the ability of the Advisor to locate suitable investments for us and to monitor and administer our investments;
the ability of the Advisor or its affiliates to attract and retain highly talented professionals;
our ability to maintain our qualification as a RIC and as a BDC;
the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and the rules and regulations issued thereunder;
the effect of changes to tax legislation on us and the portfolio companies in which we may invest and our and their tax position;
the tax status of the enterprises in which we may invest; and
the 2021 Merger, the likelihood the 2021 Merger is completed and the anticipated timing of their completion.
In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. Factors that could cause actual results to differ materially include:
changes in the economy;
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risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters or pandemics;
future changes in laws or regulations and conditions in our operating areas; and
the price at which shares of our common stock may trade on the New York Stock Exchange, or NYSE.
We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any additional disclosures that we may make directly to stockholders or through reports that we may file in the future with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The forward-looking statements and projections contained in this quarterly report on Form 10-Q are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act.
Overview
We were incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code.
We are externally managed by the Advisor pursuant to an investment advisory agreement, or the investment advisory agreement, and supervised by our board of directors, a majority of whom are independent.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We seek to meet our investment objectives by:
utilizing the experience and expertise of the management team of the Advisor;
employing a defensive investment approach focused on long-term credit performance and principal protection;
focusing primarily on debt investments in a broad array of private U.S. companies, including middle-market companies, which we define as companies with annual EBITDA of $25 million to $100 million at the time of investment;
investing primarily in established, stable enterprises with positive cash flows; and
maintaining rigorous portfolio monitoring in an attempt to anticipate and pre-empt negative credit events within our portfolio, such as an event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company.
We pursue our investment objective by investing primarily in the debt of middle market U.S. companies with a focus on originated transactions sourced through the network of the Advisor and its affiliates. We define direct originations as any investment where the Company’s investment adviser, sub-adviser or their affiliates had negotiated the terms of the transaction beyond just the price, which, for example, may include negotiating financial covenants, maturity dates or interest rate terms. These directly originated transactions include participation in other originated transactions where there may be third parties involved, or a bank acting as an intermediary, for a closely held club, or similar transactions. These direct originations include investments originated by our former investment adviser, our former investment sub-adviser or their affiliates.
Our portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle market U.S. companies and, to a lesser extent, subordinated loans and certain asset-based financing loans of private U.S. companies. Although we do not expect a significant portion of our portfolio to be comprised of subordinated loans, there is no limit on the amount of such loans in which we may invest. We may purchase interests in loans or make other debt investments, including investments in senior secured bonds, through secondary market transactions in the “over-the-counter” market or directly from our target companies as primary market or directly originated investments. In connection with our debt investments, we may on occasion receive equity interests such as warrants or options as additional consideration. We may also purchase or otherwise acquire interests in the form of common or preferred equity or equity-related securities, such as rights and warrants that may be converted into or exchanged for common stock or other equity or the cash value of common stock or other equity, including through a co-investment with a financial sponsor or possibly the restructuring of an investment. In addition, a portion of our portfolio may be comprised of corporate bonds, structured products, other debt securities and derivatives, including total
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return swaps and credit default swaps. The Advisor will seek to tailor our investment focus as market conditions evolve. Depending on market conditions, we may increase or decrease our exposure to less senior portions of the capital structures of our portfolio companies or otherwise make opportunistic investments, such as where the market price of loans, bonds or other securities reflects a lower value than deemed warranted by the Advisor’s fundamental analysis. Such investment opportunities may occur due to general dislocations in the markets, a misunderstanding by the market of a particular company or an industry being out of favor with the broader investment community and may include event driven investments, anchor orders and structured products.
The senior secured loans, second lien secured loans and senior secured bonds in which we invest generally have stated terms of three to seven years and subordinated debt investments that we make generally have stated terms of up to ten years, but the expected average life of such securities is generally three to four years. However, we may invest in loans and securities with any maturity or duration. Our debt investments may be rated by a NRSRO and, in such case, generally will carry a rating below investment grade (rated lower than “Baa3” by Moody’s or lower than “BBB-” by S&P). We may invest without limit in debt or other securities of any rating, as well as debt or other securities that have not been rated by a NRSRO.
Pending Merger with FSKR
On November 23, 2020, we entered into an Agreement and Plan of Merger, or the 2020 Merger Agreement with FS KKR Capital Corp II., a Maryland corporation, or FSKR, and together with FSK, the Funds, Rocky Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of FSK, or Merger Sub and the Advisor.
The 2020 Merger Agreement provides that, subject to the conditions set forth in the 2020 Merger Agreement, Merger Sub will merge with and into FSKR, with FSKR continuing as the surviving company and as a wholly-owned subsidiary of FSK, or the First Merger, and, immediately thereafter, FSKR will merge with and into the Company, with the Company continuing as the surviving company, or together with the First Merger, the 2021 Merger. The board of directors of each Fund has approved the 2021 Merger, with the participation throughout by, and the unanimous support of, its respective independent directors. The parties to the 2020 Merger Agreement intend the 2021 Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
In the 2021 Merger, each share of FSKR’s common stock issued and outstanding immediately prior to the effective time of the First Merger will be converted into a number of shares of the Company’s common stock equal to an exchange ratio to be determined in connection with the closing of the 2021 Merger, or the Exchange Ratio. The Exchange Ratio will equal the net asset value per share of FSKR’s common stock, respectively (determined no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the 2021 Merger), divided by the net asset value per share of the Company’s common stock (determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the 2021 Merger). Holders of the FSKR’s common stock may receive fractional shares or cash in lieu of fractional shares, at the election of the Company.
The 2020 Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of the Funds and the Advisor’s businesses during the period prior to the closing of the 2021 Merger. The Funds have agreed to convene and hold meetings of their respective stockholders for the purpose of obtaining the required approvals of the Funds’ stockholders, respectively, and have agreed to recommend that their stockholders approve their respective proposals.
Consummation of the 2021 Merger, which is currently anticipated to occur during the second or third quarter of 2021, is subject to certain closing conditions, including (1) requisite approvals of the Funds’ stockholders, (2) the absence of certain legal impediments to the consummation of the 2021 Merger, (3) effectiveness of the registration statement on Form N-14, which includes a joint proxy statement of the Funds and a prospectus of the Company, or the Proxy Statement, (4) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the 2020
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Merger Agreement and (5) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).
Revenues
The principal measure of our financial performance is net increase in net assets resulting from operations, which includes net investment income, net realized gain or loss on investments, net realized gain or loss on foreign currency, net unrealized appreciation or depreciation on investments and net unrealized gain or loss on foreign currency. Net investment income is the difference between our income from interest, dividends, fees and other investment income and our operating and other expenses. Net realized gain or loss on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost, including the respective realized gain or loss on foreign currency for those foreign denominated investment transactions. Net realized gain or loss on foreign currency is the portion of realized gain or loss attributable to foreign currency fluctuations. Net unrealized appreciation or depreciation on investments is the net change in the fair value of our investment portfolio, including the respective unrealized gain or loss on foreign currency for those foreign denominated investments. Net unrealized gain or loss on foreign currency is the net change in the value of receivables or accruals due to the impact of foreign currency fluctuations.
We principally generate revenues in the form of interest income on the debt investments we hold. In addition, we generate revenues in the form of non-recurring commitment, closing, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees. We may also generate revenues in the form of dividends and other distributions on the equity or other securities we hold.
Our primary operating expenses include the payment of management and incentive fees and other expenses under the investment advisory agreement and the administration agreement, interest expense from financing arrangements and other indebtedness, and other expenses necessary for our operations. The management and incentive fees compensate the Advisor for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.
The Advisor oversees our day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities, and other administrative services. The Advisor also performs, or oversees the performance of, our corporate operations and required administrative services, which includes being responsible for the financial records that we are required to maintain and preparing reports for our stockholders and reports filed with the SEC. In addition, the Advisor assists us in calculating our net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.
Pursuant to the administration agreement, we reimburse the Advisor for expenses necessary to perform services related to our administration and operations, including the Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments and KKR Credit providing administrative services to us on behalf of the Advisor. We reimburse the Advisor no less than quarterly for all costs and expenses incurred by the Advisor in performing its obligations and providing personnel and facilities under the administration agreement. The Advisor allocates the cost of such services to us based on factors such as total assets, revenues, time allocations and/or other reasonable metrics. Our board of directors reviews the methodology employed in determining how the expenses are allocated to us and the proposed allocation of administrative expenses among us and certain affiliates of the Advisor. Our board of directors then assesses the reasonableness of such reimbursements for expenses allocated to us based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services from third-party service providers known to be available. In addition, our board of directors considers whether
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any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, our board of directors compares the total amount paid to the Advisor for such services as a percentage of our net assets to the same ratio as reported by other comparable BDCs.
We bear all other expenses of our operations and transactions, including all other expenses incurred by the Advisor in performing services for us and administrative personnel paid by the Advisor, to the extent they are not controlling persons of the Advisor or any of its affiliates, subject to the limitations included in the investment advisory agreement and the administration agreement.
In addition, we have contracted with State Street Bank and Trust Company to provide various accounting and administrative services, including, but not limited to, preparing preliminary financial information for review by the Advisor, preparing and monitoring expense budgets, maintaining accounting and corporate books and records, processing trade information provided by us and performing testing with respect to RIC compliance.
COVID-19 Developments
The rapid spread of the COVID-19 pandemic, and associated impacts on the U.S. and global economies, has negatively impacted, and is likely to continue to negatively impact, the business operations of some of our portfolio companies. We cannot at this time fully predict the continued impact of COVID-19 on our business or the business of our portfolio companies, its duration or magnitude or the extent to which it will negatively impact our portfolio companies’ operating results or our own results of operations or financial condition. We expect that certain of our portfolio companies may continue to experience economic distress for the foreseeable future and may significantly limit business operations if subjected to prolonged economic distress. These developments could result in a decrease in the value of our investments.
COVID-19 has already had adverse effects on our investment income and we expect that such adverse effects may continue for some time. These adverse effects may require us to restructure certain of our investments, which could result in further reductions to our investment income or in impairments on our investments. In addition, disruptions in the capital markets have resulted in illiquidity in certain market areas. These market disruptions and illiquidity are likely to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions caused by COVID-19 can also be expected to increase our funding costs and limit our access to the capital markets. These events have limited our investment originations, which is likely to continue for the immediate future, and have also had a material negative impact on our operating results.
We will continue to carefully monitor the impact of the COVID-19 pandemic on our business and the business of our portfolio companies. Because the full effects of the COVID-19 pandemic are not capable of being known at this time, we cannot estimate the impacts of COVID-19 on our future financial condition, results of operations or cash flows. We do, however, expect that it may continue to have a negative impact on our business and the financial condition of certain of our portfolio companies.
Portfolio Investment Activity for the Three Months Ended March 31, 2021 and for the Year Ended December 31, 2020
Total Portfolio Activity
The following tables present certain selected information regarding our portfolio investment activity for the three months ended March 31, 2021 and the year ended December 31, 2020:
Net Investment Activity
Sales and Repayments
Net Portfolio Activity
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New Investment Activity by Asset Class
The following table summarizes the composition of our investment portfolio at cost and fair value as of March 31, 2021 and December 31, 2020:
The following table presents certain selected information regarding the composition of our investment portfolio as of March 31, 2021 and December 31, 2020:
Number of Portfolio Companies
% Variable Rate Debt Investments (based on fair value)(1)(2)
% Fixed Rate Debt Investments (based on fair value)(1)(2)
% Other Income Producing Investments (based on fair value)(3)
% Non-Income Producing Investments (based on fair value)(2)
% of Investments on Non-Accrual (based on fair value)
Weighted Average Annual Yield on Accruing Debt Investments(2)(4)
Weighted Average Annual Yield on All Debt Investments(5)
“Debt Investments” means investments that pay or are expected to pay a stated interest rate, stated dividend rate or other similar stated return.
Does not include investments on non-accrual status.
“Other Income Producing Investments” means investments that pay or are expected to pay interest, dividends or other income to the Company on an ongoing basis but do not have a stated interest rate, stated dividend rate or other similar stated return.
The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period.
The Weighted Average Annual Yield on All Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each Debt Investment, multiplied by its par amount, adjusted to U.S.
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For the three months ended March 31, 2021, our total return based on net asset value was 6.43% and our total return based on market value was 23.18%. For the year ended December 31, 2020, our total return based on net asset value was (9.69)% and our total return based on market value was (19.73)%. See footnotes 6 and 7 to the table included in Note 11 to our unaudited consolidated financial statements included herein for information regarding the calculation of our total return based on net asset value and total return based on market value, respectively.
Direct Originations
The following table presents certain selected information regarding our Direct Originations as of March 31, 2021 and December 31, 2020:
Characteristics of All Direct Originations held in Portfolio
Total Cost of Direct Originations
Total Fair Value of Direct Originations
% of Total Investments, at Fair Value
Weighted Average Annual Yield on Accruing Debt Investments(1)
Weighted Average Annual Yield on All Debt Investments(2)
The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. Does not include Debt Investments on non-accrual status.
The Weighted Average Annual Yield on All Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period.
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Portfolio Composition by Industry Classification
Portfolio Asset Quality
In addition to various risk management and monitoring tools, the Advisor uses an investment rating system to characterize and monitor the expected level of returns on each investment in our portfolio. The Advisor uses an investment rating scale of 1 to 4. The following is a description of the conditions associated with each investment rating:
Summary Description
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The following table shows the distribution of our investments on the 1 to 4 investment rating scale at fair value as of March 31, 2021 and December 31, 2020:
Investment Rating
The amount of the portfolio in each grading category may vary substantially from period to period resulting primarily from changes in the composition of the portfolio as a result of new investment, repayment and exit activities. In addition, changes in the grade of investments may be made to reflect our expectation of performance and changes in investment values.
Results of Operations
Comparison of the Three Months Ended March 31, 2021 and March 31, 2020
Our investment income for the three months ended March 31, 2021 and 2020 was as follows:
Total investment income(1)
Such revenues represent $131 and $160 of cash income earned as well as $20 and $19 in non-cashportions relating to accretion of discount and PIK interest for the three months ended March 31, 2021 and 2020, respectively. Cash flows related to such non-cash revenues may not occur for a number of reporting periods or years after such revenues are recognized.
The level of interest income we receive is generally related to the balance of income-producing investments, multiplied by the weighted average yield of our investments. Fee income is transaction based, and typically consists of amendment and consent fees, prepayment fees, structuring fees and other non-recurring fees. As such, fee income is generally dependent on new direct origination investments and the occurrence of events at existing portfolio companies resulting in such fees.
The decrease in interest income during the three months ended March 31, 2021 compared to the three months ended March 31, 2020 can primarily be attributed to the repayment of higher yielding assets replaced by lower yielding assets, the impact of the decline in LIBOR on our floating rate investments and the impact of in non-accrualassets during the past year. A portion of each of these factors was impacted by the ongoing COVID-19 pandemic. The increase in dividend income during the three months ended March 31, 2021 compared to the three months ended March 31, 2020 can be primarily attributed to the increase in dividends paid in respect to our investment in Strategic Credit Opportunities Partners, LLC.
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Our operating expenses for the three months ended March 31, 2021 and 2020 were as follows:
Subordinated income incentive fees
The following table reflects selected expense ratios as a percent of average net assets for the three months ended March 31, 2021 and 2020:
Ratio of operating expenses to average net assets
Ratio of incentive fees and interest expense to average net assets(1)
Ratio of net operating expenses, excluding certain expenses, to average net assets
Ratio data may be rounded in order to recompute the ending ratio of net operating expenses to average net assets or net operating expenses, excluding certain expenses, to average net assets.
Incentive fees and interest expense, among other things, may increase or decrease our expense ratios relative to comparative periods depending on portfolio performance and changes in amounts outstanding under our financing arrangements and benchmark interest rates such as LIBOR, among other factors.
Net Investment Income
Our net investment income totaled $78 ($0.63 per share) and $98 ($0.78 per share) for the three months ended March 31, 2021 and 2020, respectively. The decrease in net investment income during the three months ended March 31, 2021 compared to the three months ended March 31, 2020 can primarily be attributed to lower investment income during the three months ended March 31, 2021 as discussed above, partially offset by lower expenses.
Net Realized Gains or Losses
Our net realized gains (losses) on investments and foreign currency for the three months ended March 31, 2021 and 2020 were as follows:
Net realized gain (loss) on investments(1)
Total net realized gain (loss)
We sold investments and received principal repayments, respectively, of $248 and $629 during the three months ended March 31, 2021 and $459 and $455 during the three months ended March 31, 2020.
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Net Change in Unrealized Appreciation (Depreciation)
Our net change in unrealized appreciation (depreciation) on investments and unrealized gain (loss) on foreign currency for the three months ended March 31, 2021 and 2020 were as follows:
Net change in unrealized appreciation (depreciation) on investments
Total net change in unrealized appreciation (depreciation)
The net change in unrealized appreciation (depreciation) during the three months ended March 31, 2021 was driven primarily by continued mark to market improvements in the portfolio since the bottom of the COVID-19 pandemic as well as the reversal of unrealized losses that were sole or repaid during the quarter and converted to realized losses. The net change in unrealized appreciation (depreciation) during the three months ended March 31, 2020 was driven primarily by mark to market declines across the portfolio resulting from uncertainty related to the current COVID-19 pandemic.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended March 31, 2021, the net increase in net assets resulting from operations was $199 ($1.61 per share) compared to a net decrease in net assets resulting from operations of $703 ($5.59 per share) during the three months ended March 31, 2020.
This “Results of Operations” section should be read in conjunction with “COVID-19 Developments” above.
Financial Condition, Liquidity and Capital Resources
As of March 31, 2021, we had $149 in cash and foreign currency, which we or our wholly-owned financing subsidiaries held in custodial accounts, and $1,449 in borrowings available under our financing arrangements, subject to borrowing base and other limitations. As of March 31, 2021, we also held broadly syndicated investments and opportunistic investments that we believe could be sold to create additional liquidity. As of March 31, 2021, we had unfunded debt investments with aggregate unfunded commitments of $252.0, unfunded equity/other commitments of $205.7 and unfunded commitments of $65.8 of Strategic Credit Opportunities Partners, LLC. We maintain sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise.
We currently generate cash primarily from cash flows from fees, interest and dividends earned from our investments, as well as principal repayments and proceeds from sales of our investments. To seek to enhance our returns, we also employ leverage as market conditions permit and at the discretion of the Advisor, but in no event will leverage employed exceed the maximum amount permitted by the 1940 Act. Prior to June 14, 2019, in accordance with the 1940 Act, we were allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, was at least 200% after such borrowing. Effective June 15, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of March 31, 2021, the aggregate amount outstanding of the senior securities issued by us was $3.6 billion. As of March 31, 2021, our asset coverage was 189%. See “—Financing Arrangements.”
Prior to investing in securities of portfolio companies, we invest the cash received from fees, interest and dividends earned from our investments and principal repayments and proceeds from sales of our investments primarily in cash, cash equivalents, including money market funds, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our BDC election and our election to be taxed as a RIC.
This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with “COVID-19 Developments” above.
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Financing Arrangements
The following table presents summary information with respect to our outstanding financing arrangements as of March 31, 2021:
Type of Arrangement
Maturity Date
Amount includes borrowing in Euros, Canadian dollars, pounds sterling and Australian dollars. Euro balance outstanding of €159 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.17 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD92 has been converted to U.S dollars at an exchange rate of CAD1.00 to $0.80 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £110 has been conveSrted to U.S dollars at an exchange rate of £1.00 to $1.38 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD6 has been converted to U.S dollars at an exchange rate of AUD1.00 to $0.76 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars.
See Note 9 to our unaudited consolidated financial statements included herein for additional information regarding our financing arrangements.
RIC Status and Distributions
We have elected to be subject to tax as a RIC under Subchapter M of the Code. In order to qualify for RIC tax treatment, we must, among other things, make distributions of an amount at least equal to 90% of our investment company taxable income, determined without regard to any deduction for distributions paid, each tax year. As long as the distributions are declared by the later of the fifteenth day of the ninth month following the close of a tax year or the due date of the tax return for such tax year, including extensions, distributions paid up to twelve months after the current tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. We intend to make sufficient distributions to our stockholders to qualify for and maintain our RIC tax status each tax year. We are also subject to a 4% nondeductible federal excise tax on certain undistributed income unless we make distributions in a timely manner to our stockholders generally of an amount at least equal to
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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 gain net income, which is the excess of capital gains in excess of capital losses, or “capital gain net income” (adjusted for certain ordinary losses), for the one-year period ending October 31 of that calendar year and (3) any net ordinary income and capital gain net income for the preceding years that were not distributed during such years and on which we paid no U.S. federal income tax. Any distribution declared by us during October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been paid by us, as well as received by our stockholders, on December 31 of the calendar year in which the distribution was declared. We can offer no assurance that we will achieve results that will permit us to pay any cash distributions. If we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.
Subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to authorize, declare and pay regular cash distributions on a quarterly basis. We will calculate each stockholder’s specific distribution amount for the period using record and declaration dates and each stockholder’s distributions will begin to accrue on the date that shares of our common stock are issued to such stockholder. From time to time, we may also pay special interim distributions in the form of cash or shares of our common stock at the discretion of our board of directors.
During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year a statement on Form 1099-DIV identifying the sources of the distributions will be mailed to our stockholders. No portion of the distributions paid during the three months ended March 31, 2021 or 2020 represented a return of capital.
We intend to continue to make our regular distributions in the form of cash, out of assets legally available for distribution, except for those stockholders who receive their distributions in the form of shares of our common stock under the DRP. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. stockholder.
The following table reflects the cash distributions per share that we have declared on our common stock during the three months ended March 31, 2021 and 2020:
The amount of each per share distribution has been retroactively adjusted to reflect the Reverse Stock Split as discussed in Note 3 to our unaudited consolidated financial statements included herein.
See Note 5 to our unaudited consolidated financial statements included herein for additional information regarding our distributions.
Critical Accounting Policies
Our financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming the estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our financial statements. We describe our most significant accounting policies in “Note 2. Summary of Significant Accounting Policies” in our consolidated financial statements. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make
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estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as necessary based on changing conditions. We have identified one of our accounting policies, valuation of portfolio investments, specifically the valuation of Level 3 investments, as critical because it involves significant judgments and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition. As we execute our operating plans, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below.
Valuation of Portfolio Investments
We determine the net asset value of our investment portfolio each quarter. Securities are valued at fair value as determined in good faith by our board of directors. In connection with that determination, the Advisor provides our board of directors with portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by independent third-party valuation services.
Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the FASB clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
With respect to investments for which market quotations are not readily available, we undertake a multi-step valuation process each quarter, as described below:
our quarterly fair valuation process begins by the Advisor providing financial and operating information with respect to each portfolio company or investment to our independent third-party valuation service providers;
our independent third-party valuation service providers review this information, along with other public and private information, and provide the Advisor with a valuation range for each portfolio company or investment;
the Advisor then discusses the independent third-party valuation service providers’ valuation ranges and provides the valuation committee of the board of directors, or the valuation committee, with a valuation recommendation for each investment, along with supporting materials;
preliminary valuations are then discussed with the valuation committee;
our valuation committee reviews the preliminary valuations and the Advisor, together with our independent third-party valuation service providers and, if applicable, supplements the preliminary valuations to reflect any comments provided by the valuation committee;
following the completion of its review, our valuation committee recommends that our board of directors approves the fair valuations determined by the valuation committee; and
our board of directors discusses the valuations and determines the fair value of each such investment in our portfolio in good faith based on various statistical and other factors, including the input and recommendation of the Advisor, the valuation committee and our independent third-party valuation service providers.
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on our consolidated financial statements. In making its determination of fair value, our board of directors may use any approved independent third-party pricing or valuation services. However, our board of directors is not required to determine fair value in accordance with the valuation provided by any single source, and may use any relevant data, including information obtained from the Advisor or any approved independent third-party valuation or pricing service that our board of directors deems to be reliable in determining fair value under the circumstances. Below is a description of factors that the Advisor, any approved independent third-party valuation services and our board of directors may consider when determining the fair value of our investments.
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Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, we may incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that may be considered include the borrower’s ability to adequately service its debt, the fair market value of the borrower in relation to the face amount of its outstanding debt and the quality of collateral securing our debt investments.
For convertible debt securities, fair value generally approximates the fair value of the debt plus the fair value of an option to purchase the underlying security (i.e., the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.
Our equity interests in portfolio companies for which there is no liquid public market are valued at fair value. Our board of directors, in its determination of fair value, may consider various factors, such as multiples of EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a portfolio company or our actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.
The Advisor, any approved independent third-party valuation services and our board of directors may also consider private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. The Advisor, any approved independent third-party valuation services and our board of directors may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, and may apply discounts or premiums, where and as appropriate, due to the higher (or lower) financial risk and/or the smaller size of portfolio companies relative to comparable firms, as well as such other factors as our board of directors, in consultation with the Advisor and any approved independent third-party valuation services, if applicable, may consider relevant in assessing fair value. Generally, the value of our equity interests in public companies for which market quotations are readily available is based upon the most recent closing public market price. Portfolio securities that carry certain restrictions on sale are typically valued at a discount from the public market value of the security.
When we receive warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, the cost basis in the investment will be allocated between the debt securities and any such warrants or other equity securities received at the time of origination. Our board of directors subsequently values these warrants or other equity securities received at their fair value.
The fair values of our investments are determined in good faith by our board of directors. Our board of directors is responsible for the valuation of our portfolio investments at fair value as determined in good faith pursuant to our valuation policy and consistently applied valuation process. Our board of directors has delegated day-to-day responsibility for implementing our valuation policy to the Advisor, and has authorized the Advisor to utilize independent third-party valuation and pricing services that have been approved by our board of directors. The valuation committee is responsible for overseeing the Advisor’s implementation of the valuation process.
See Note 8 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.
Contractual Obligations
We have entered into agreements with the Advisor to provide us with investment advisory and administrative services. Payments for investment advisory services under the investment advisory agreement are equal to (a) an annual base management fee based on the average weekly value of our gross assets (excluding cash and cash equivalents) and (b) an incentive fee based on our performance. The Advisor is reimbursed for administrative expenses incurred on our behalf. See Note 4 to our unaudited consolidated financial statements included herein for a discussion of these agreements and for the amount of fees and expenses accrued under these agreements during the three months ended March 31, 2021 and 2020.
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A summary of our significant contractual payment obligations for the repayment of outstanding indebtedness at March 31, 2021 is as follows:
Senior Secured Revolving Credit Facility(3)
Amounts outstanding under the financing arrangements will mature, and all accrued and unpaid interest thereunder will be due and payable, on the maturity date.
At March 31, 2021, $250 remained unused under the financing arrangement.
At March 31, 2021, $1,199 remained unused under the Senior Secured Revolving Credit Facility. Amount includes borrowing in Euros, Canadian dollars, pounds sterling and Australian dollars. Euro balance outstanding of €159 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.17 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD92 has been converted to U.S dollars at an exchange rate of CAD1.00 to $0.80 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £110 has been converted to U.S dollars at an exchange rate of £1.00 to $1.38 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD6 has been converted to U.S dollars at an exchange rate of AUD1.00 to $0.76 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars.
Off-Balance Sheet Arrangements
We currently have nooff-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.
Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
We are subject to financial market risks, including changes in interest rates. As of March 31, 2021, 60.1% of our portfolio investments (based on fair value) were debt investments paying variable interest rates and 8.7% were debt investments paying fixed interest rates while 17.5% were other income producing investments, 10.1% consisted of non-income producing investments, and the remaining 3.6% consisted of investments on non-accrual status. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments we hold and to declines in the value of any fixed rate investments we hold. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed the hurdle rate applicable to the subordinated incentive fee on income, and may result in a substantial increase in our net investment income and to the amount of incentive fees payable to the Advisor with respect to our increased pre-incentive fee net investment income. In 2020, the U.S. Federal Reserve and other central banks have reduced certain interest rates in response to the COVID-19 pandemic and market conditions. A prolonged reduction in interest rates may reduce our net investment income.
Pursuant to the terms of the CCT Tokyo Funding Credit Facility, Senior Secured Revolving Credit Facility and the CLO-1 Notes, we borrow at a floating rate based on a benchmark interest rate. Under the indentures governing the 4.750% notes, the 5.000% notes, the 4.625% notes, the 4.125% notes, the 8.625% notes and the 3.400% notes, we pay interest to the holders of such notes at a fixed rate. To the extent that any present or future credit facilities or other financing arrangements that we or any of our subsidiaries enter into are based on a floating interest rate, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we or our subsidiaries have such debt outstanding, or financing arrangements in effect, our interest expense would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.
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The following table shows the effect over a twelve month period of changes in interest rates on our interest income, interest expense and net interest income, assuming no changes in the composition of our investment portfolio, including the accrual status of our investments, and our financing arrangements in effect as of March 31, 2021 (dollar amounts are presented in millions):
Basis Point Change in Interest Rates
Down 19 basis points
No change
Up 100 basis points
Up 300 basis points
Up 500 basis points
Assumes no defaults or prepayments by portfolio companies over the next twelve months.
We expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. During the three months ended March 31, 2021 and 2020, we did not engage in interest rate hedging activities.
Foreign Currency Risk
From time to time, we may make investments that are denominated in a foreign currency that are subject to the effects of exchange rate movements between the foreign currency of each such investment and the U.S. dollar, which may affect future fair values and cash flows, as well as amounts translated into U.S. dollars for inclusion in our consolidated financial statements.
The table below presents the effect that a 10% immediate, unfavorable change in the foreign currency exchange rates (i.e. strengthening of the U.S. dollar) would have on the fair value of our investments denominated in foreign currencies as of March 31, 2021, by foreign currency, all other valuation assumptions remaining constant. In addition, the table below presents the par value of our investments denominated in foreign currencies and the notional amount of foreign currency forward contracts in local currency in place as of March 31, 2021 to hedge against foreign currency risks.
Australian Dollars
British Pound Sterling
Canadian Dollars
Euros
Norwegian Krone
Swedish Krona
Excludes effect, if any, of any foreign currency hedges.
As illustrated in the table above, we use derivative instruments from time to time, including foreign currency forward contracts and cross currency swaps, to manage the impact of fluctuations in foreign currency exchange rates. In addition, we have the ability to borrow in foreign currencies under our Senior Secured Revolving Credit Facility, which provides a natural hedge with regard to changes in exchange rates between the foreign currencies and U.S. dollar and reduces our exposure to foreign exchange rate differences. We are typically a net receiver of these foreign currencies as related for our international investment positions, and, as a result, our investments denominated in foreign currencies, to the extent not hedged, benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar.
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As of March 31, 2021, the net contractual amount of our foreign currency forward contracts totaled $64.8, all of which related to hedging of our foreign currency denominated debt investments. As of March 31, 2021, we had outstanding borrowings denominated in foreign currencies of €159, CAD92, £110 and AUD6 under our Senior Secured Revolving Credit Facility.
In addition, we may have risk regarding portfolio valuation. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Portfolio Investments.”
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2021.
Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we would meet our disclosure obligations.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f)or 15d-15(f) of the Exchange Act) that occurred during the three month period ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material adverse effect upon our financial condition or results of operations.
Risk Factors.
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K. There are no material changes from the risk factors included within our most recent Annual Report on Form10-K.
Unregistered Sales of Equity Securities and Use of Proceeds.
As previously disclosed, certain affiliates of the owners of the Advisor committed $100 to a $350 investment vehicle, or the Affiliated Purchaser, that may invest from time to time in shares of the Company.
During the quarter ended March 31, 2021, the Affiliated Purchaser did not purchase any shares of our common stock.
Defaults upon Senior Securities.
Not applicable.
Mine Safety Disclosures.
Other Information.
Exhibits
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Filed herewith.
Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized on May 10, 2021.
/s/ MICHAEL C. FORMAN
/s/ STEVENLILLY
/s/ WILLIAMGOEBEL
William Goebel
Chief Accounting Officer
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