BlackRock Kelso Capital Corporation Declares Regular Quarterly Distribution Of $0.21 Per Share, Announces March 31, 2014 Quarterly Financial Results

BlackRock Kelso Capital Corporation (NASDAQ:BKCC) (“BlackRock Kelso Capital” or the “Company”, “we”, “us” or “our”) announced today that its Board of Directors has declared a quarterly distribution of $0.21 per share payable on July 2, 2014 to stockholders of record as of June 18, 2014.
 
HIGHLIGHTS:
 
Operating Results for the Quarter Ended March 31, 2014:
Net investment income per share: $0.15
Distributions declared per share: $0.26
Earnings per share: $0.31
Net asset value per share: $9.59
Net investment income: $11.1 million
Net realized and unrealized gains: $11.8 million
Net increase in net assets from operations: $22.9 million
 
Net investment income per share, as adjusted1: $0.19
Net investment income, as adjusted1: $14.3 million
Earnings per share, as adjusted1: $0.35
Net increase in net assets from operations, as adjusted1: $26.1 million
 

Certain transactions completed during the quarter include:
  • We exercised two tranches of our Arclin Cayman Holdings Ltd. (“Arclin”) warrants and subsequently entered an agreement to sell our entire debt and equity positions as well as our two remaining tranches of warrants for aggregate proceeds of $59.2 million and a realized gain of $37.2 million. Expected proceeds represent a further increase of $7.0 million above our year-end mark for this investment.
  • We provided a $30.0 million second lien term loan to Crimson Energy Partners III, LLC (“Crimson”) with $0.6 million in capital structuring fees earned. Crimson is a Texas based E&P operator with 29 producing wells.
  • We invested $15.0 million in a new second lien term loan to TriMark USA, LLC, and subsequently exited our senior secured second lien term note at par of $52.1 million. TriMark is one of the country's largest full-service providers of design services, equipment and supplies to the food service industry.
 

Portfolio and Investment Activity

(dollar amounts in millions)
   

Three monthsendedMarch 31, 2014

Three monthsendedMarch 31, 2013
Gross commitments $ 63.0 $ 46.0
Exits of commitments 188.0 104.2
Number of portfolio company investments at the end of period 46 44

Weighted average (“WA”) yield of debt and income producing equity securities, at cost
12.0 % 12.4 %
WA yield of senior secured loans, at cost 11.4 % 11.5 %
WA yield of other debt securities, at cost 12.9 % 13.6 %
 

Average investment by portfolio company, at amortized cost (excluding those below$5.0 million)
$ 25.8 $ 27.6
 

1 Non-GAAP basis financial measure. See Supplemental Information on page 6.
  • The composition of our portfolio invested in senior secured loans and unsecured or subordinated debt securities each increased 1% to a respective 44% and 17%, while our concentration in senior secured notes declined 3% to 15%, as compared to the prior quarter. Although our sale of Arclin during the quarter removed a significant amount of fair value from our equity investments, this was offset primarily by continued appreciation in our existing investments as well as a $96.3 million decrease in the size of our overall portfolio during the quarter, resulting in a modest 1% decline in our equity investments to 21% at quarter end. This represents a 5% increase in our non-income producing securities from 16% at this time last year, driving the 40 basis point decrease in our total portfolio yield between the two periods. We are pleased that our total portfolio yield remained unchanged at 12.0% as compared to year end.
  • Net unrealized appreciation decreased $22.0 million during the current quarter, due primarily to $28.6 million of unrealized appreciation reversals on investment exits. Removing such reversals, the current portfolio appreciated $6.6 million in value during the quarter. Taken in conjunction with $33.8 million of realized gains during the period, our net realized and unrealized gains of $11.8 million helped to drive our net asset value per share up another $0.05 for the quarter to $9.59 per share at March 31, 2014. This was a further increase over our $9.47 net asset value per share at this time last year.
  • For the quarter, fee income earned due to capital structuring, commitment, administration and amendment fees, as well as prepayment penalties and fees earned in connection with the early repayment of certain investments totaled $0.9 million, or $0.01 per share, as compared to $4.8 million, or $0.06 per share for the prior quarter. Although there were $64.7 million more exits during the current quarter, only one of these exits was accompanied by a prepayment fee. Removing fee income, our remaining investment income increased from $28.2 million to $28.7 million for the first quarter of 2014.
  • Incentive management fees based on gains was $3.5 million for the quarter, driven by continued unrealized appreciation in the portfolio, as well as $33.8 million of net gains realized thus far for the twelve month measurement period ending June 30. A hypothetical liquidation is performed each quarter end possibly resulting in an additional accrual if the amount is positive, however the resulting fee accrual is not due and payable until June 30, if at all. While no incentive management fees based on income were earned during the quarter, pro-forma incentive management fees earned were $0.3 million, had they been accrued ratably throughout the year.
  • Our leverage, adjusted to remove the receivable for the sale of Arclin, stood at 0.56 times at quarter end providing us with available debt capacity under our asset coverage requirements of $252.1 million and $250.0 million available under our senior secured, revolving credit facility.
  • As compared to last year, our weighted average cost of debt decreased 59 basis points to 4.91% due to securing more favorable pricing with the amendment of our credit facility during the quarter. Average debt outstanding increased from $359.5 million last year to $482.4 million this year, resulting in a 3.7% increase in total borrowing costs during the quarter.
  • Our net investment income, as adjusted, was $0.19 per share, relative to distributions declared of $0.26 per share, resulting in net investment income dividend coverage of 74%. Realized gains during the quarter provided another $0.45 per share of earnings with no accompanying distribution requirement, resulting in $0.64 per share of combined net investment income and realized gains, for dividend coverage of 248%. We expect to reinvest these proceeds in attractive opportunities.
  • Tax characteristics of all 2013 distributions were reported to stockholders on Form 1099 after the end of the calendar year. Our 2013 distributions of $1.04 per share were comprised of ordinary income of $0.60 and a $0.44 return of capital, bringing our return of capital distributions since inception to $1.70 per share. As part of our strategic tax planning, from time to time we are able to reduce our investment company taxable income by losses taken on ordinary assets, thus minimizing the amount of taxable income to be reported by our shareholders. For more information on our GAAP distributions, please refer to the Section 19 Notice that will be posted within the Distribution History section of our website.
  • We intend to continue to make timely distributions sufficient to satisfy the annual distribution requirements to maintain our qualification as a RIC. We also intend to make distributions of net realized capital gains, if any, at least annually. We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. We will accrue excise tax on estimated undistributed taxable income as required. There was no undistributed taxable income carried forward from 2013.

Liquidity and Capital Resources

As previously announced, on March 27, 2014, we entered into a five year $405.0 million Amended and Restated Senior Secured Revolving Credit Facility (the “Credit Facility”), which amended and restated our revolving credit facility previously outstanding. The Credit Facility has a maturity date of March 27, 2019, includes a ratable amortization in the final year, and represents an increase of $55.0 million in revolving commitments over the prior revolving facility. The interest rate applicable to borrowings is generally LIBOR plus an applicable spread of 2.25%, a .25% reduction from the prior revolving credit facility. The Credit Facility also includes an “accordion” feature that allows us, under certain circumstances, to increase the size of the Credit Facility up to $750.0 million in revolving loan commitments.

At March 31, 2014, we had approximately $34.1 million in cash and cash equivalents, $459.0 million in debt outstanding and, subject to leverage and borrowing base restrictions, $250.0 million available for use under our amended and restated revolving credit facility, which matures in March 2019. Relative to our $1.1 billion dollar portfolio at fair value, we continue to have sufficient debt capacity to deploy in attractive investment opportunities. At March 31, 2014, we were in compliance with regulatory coverage requirements with an asset coverage ratio of 255% and were in compliance with all financial covenants under our debt agreements. In the near term, we expect to meet our liquidity needs through use of the remaining availability under our credit facility, continued cash flows from operations, and through periodic add-on equity and debt offerings, as needed. The primary use of funds will be investments in portfolio companies, reductions in debt outstanding and other general corporate purposes.

Recent Developments

We have entered into a contract to sell our largest equity investment, Electrical Components International, at a price range of $71.5 million to $72.5 million, which is anticipated to produce realized gains of approximately $49.0 million. As anticipated, this would further reduce our portfolio’s equity composition while generating additional proceeds to redeploy into income producing assets.

Conference Call

BlackRock Kelso Capital will host a webcast/teleconference at 4:30 p.m. (Eastern Time) on Thursday May 1, 2014 to discuss its first quarter 2014 financial results. All interested parties are welcome to participate. You can access the teleconference by dialing, from the United States, (800) 374-0176, or from outside the United States, (706) 679-3431, shortly before 4:30 p.m. and referencing the BlackRock Kelso Capital Corporation Conference Call (ID Number 11886655). A live, listen-only webcast will also be available via the investor relations section of www.blackrockkelso.com. Both the teleconference and webcast will be available for replay by 7:30 p.m. on Thursday, May 1, 2014 and ending at midnight on Thursday, May 8, 2014. To access the replay of the teleconference, callers from the United States should dial (855) 859-2056 and callers from outside the United States should dial (404) 537-3406 and enter the Conference ID Number 11886655.

Prior to the webcast/teleconference, an investor presentation that complements the earnings conference call will be posted to BlackRock Kelso Capital’s website within the presentations section of the investor relations page ( http://www.blackrockkelso.com/InvestorRelations/Presentations/index.htm).
   

BlackRock Kelso Capital Corporation

Consolidated Statements of Assets and Liabilities

(Unaudited)
 

 

March 31,2014

 

December 31,2013
Assets
Investments at fair value:

Non-controlled, non-affiliated investments (cost of $756,704,422 and $854,947,802)

$

758,232,782
$ 881,305,181
Non-controlled, affiliated investments (cost of $81,232,939 and $75,514,208) 142,490,171 134,096,291
Controlled investments (cost of $155,879,666 and $154,038,211)   205,378,098     202,570,992  
 
Total investments at fair value (cost of $993,817,027 and $1,084,500,221) 1,106,101,051 1,217,972,464
Cash and cash equivalents 34,066,687 18,474,784
Receivable for investments sold 67,859,864 22,756,286
Interest receivable 17,319,380 11,033,061
Prepaid expenses and other assets   11,367,121     11,410,320  
 
Total Assets $ 1,236,714,103   $ 1,281,646,915  
 
Liabilities
Payable for investments purchased $ - $ 21,000,000
Debt 459,042,200 477,981,494
Interest payable 3,159,576 7,896,016
Distributions payable 19,375,252 19,344,682
Base management fees payable 6,160,619 5,803,497
Incentive management fees payable 29,213,949 34,725,204
Accrued administrative services 187,026 270,000
Other accrued expenses and payables   5,285,235     4,921,681  
 
Total Liabilities   522,423,857     571,942,574  
 
Net Assets

Common stock, par value $.001 per share, 200,000,000 common shares authorized,75,945,676 and 75,827,692 issued and 74,520,169 and 74,402,185 outstanding
75,946 75,828
Paid-in capital in excess of par 895,694,512 894,649,992
Distributions in excess of taxable net investment income (27,654,805 ) (19,373,748 )
Accumulated net realized loss (252,866,118 ) (286,693,363 )
Net unrealized appreciation (depreciation) 108,517,387 130,522,308
Treasury stock at cost, 1,425,507 and 1,425,507 shares held   (9,476,676 )   (9,476,676 )
 
Total Net Assets   714,290,246     709,704,341  
 
Total Liabilities and Net Assets $ 1,236,714,103   $ 1,281,646,915  
 
Net Asset Value Per Share $ 9.59 $ 9.54
 
   

BlackRock Kelso Capital CorporationConsolidated Statements of Operations (Unaudited)

Three monthsendedMarch 31, 2014

Three monthsendedMarch 31, 2013
Investment Income:
Interest income:
Non-controlled, non-affiliated investments

$

24,088,064
$ 24,832,109
Non-controlled, affiliated investments 1,102,012 948,005
Controlled investments   2,907,216     2,543,547  
 
Total interest income 28,097,292 28,323,661
Fee income:
Non-controlled, non-affiliated investments 807,500 2,741,659
Non-controlled, affiliated investments
Controlled investments   100,000     20,747  
 
Total fee income   907,500     2,762,406  
 
Dividend income:
Non-controlled, non-affiliated investments 34,675 43,435
Non-controlled, affiliated investments 527,411
Controlled investments        
 
Total dividend income   562,086     43,435  
 
Total investment income   29,566,878     31,129,502  
 
Expenses:
Base management fees 6,160,619 5,349,956
Interest and credit facility fees 6,001,208 4,758,016
Incentive management fees 3,459,865 5,264,110
Professional fees 727,601 630,197
Amortization of debt issuance costs 544,599 366,006
Investment advisor expenses 532,806 558,098
Director fees 173,500 118,000
Administrative services 155,460 251,316
Other   717,025     869,725  
 
Total expenses   18,472,683     18,165,424  
 
Net Investment Income   11,094,195     12,964,078  
 
Realized and Unrealized Gain (Loss):
Net realized gain (loss):
Non-controlled, non-affiliated investments 33,827,245 52,505
Non-controlled, affiliated investments 21
Controlled investments (343 )
Foreign currency       161,159  
 
Net realized gain (loss)   33,827,245     213,342  
 
Net change in unrealized appreciation or depreciation on:
Non-controlled, non-affiliated investments (25,340,019 ) 5,732,957
Non-controlled, affiliated investments 2,675,149 14,414,397
Controlled investments 965,651 (3,777,665 )
Foreign currency translation   (305,702 )   250,030  
 
Net change in unrealized appreciation or depreciation   (22,004,921 )   16,619,71 9  
 
Net realized and unrealized gain (loss)   11,822,324     16,833,061  
 
Net Increase in Net Assets Resulting from Operations $ 22,916,519   $ 29,797,139  
 
Net Investment Income Per Share – basic $ 0.15   $ 0.18  
 
Earnings Per Share – basic $ 0.31   $ 0.40  
 
Weighted-Average Shares Outstanding – basic   74,517,547     73,957,696  
 
Net Investment Income Per Share – diluted $ 0.15   $ 0.17  
 
Earnings Per Share – diluted $ 0.29   $ 0.39  
 
Weighted-Average Shares Outstanding – diluted   84,414,275     78,356,242  
 
Dividends Declared Per Share $ 0.26 $ 0.26
 

The Company reports its financial results on a GAAP basis; however, management believes that evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP basis financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and, for the reasons described below, considers them to be effective indicators, for both management and investors, of the Company’s financial performance over time. The Company’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

The Company records its liability for incentive management fees based on income as it becomes legally obligated to pay them, based on a hypothetical liquidation at the end of each reporting period. The Company’s obligation to pay incentive management fees with respect to any fiscal quarter is based on a formula that reflects the Company’s results over a trailing four-fiscal quarter period ending with the current fiscal quarter. The Company is legally obligated to pay the amount resulting from the formula less any cash payments of incentive management fees during the prior three quarters. The formula’s requirement to reduce the incentive management fee by amounts paid with respect to such fees in the prior three quarters has caused the Company’s incentive management fee expense to become, and currently is expected to be, concentrated in the fourth quarter of each year. Management believes that reflecting incentive management fees throughout the year, as the related investment income is earned, is an effective measure of the Company’s profitability and financial performance that facilitates comparison of current results with historical results and with those of the Company’s peers. The Company’s “as adjusted” results reflect incentive management fees based on the formula the Company utilizes for each trailing four-fiscal quarter period, with the formula applied to the current quarter’s incremental earnings and without any reduction for incentive management fees paid during the prior three quarters. The resulting amount represents an upper limit of each quarter’s incremental incentive management fees that the Company may become legally obligated to pay at the end of the year. Prior year amounts are estimated in the same manner. These estimates represent upper limits because, in any calendar year, subsequent quarters’ investment underperformance could reduce the incentive management fees payable by the Company with respect to prior quarters’ operating results. Similarly, the Company records its liability for incentive management fees based on capital gains by performing a hypothetical liquidation at the end of each reporting period. The accrual of this hypothetical capital gains incentive management fee is required by GAAP, but it should be noted that a fee so calculated and accrued is not due and payable until the end of the measurement period, or every June 30. The incremental incentive management fees disclosed for a given period are not necessarily indicative of actual full year results. Changes in the economic environment, financial markets and other parameters used in determining such estimates could cause actual results to differ and such differences could be material. For a more detailed description of the Company’s incentive management fee, please refer to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 on file with the Securities and Exchange Commission ("SEC").

Computations for the periods below are derived from the Company's financial statements as follows:

   

Three monthsendedMarch 31, 2014

Three monthsendedMarch 31, 2013
GAAP Basis:
Net Investment Income $ 11,094,195 $ 12,964,078
Net Investment Income per share 0.15 0.18
 
Addback: GAAP incentive management fee expense based on Gains 3,459,865 3,720,726
Addback: GAAP incentive management fee expense based on Income 1,543,384
 
Pre-Incentive Fee2:
Net Investment Income $ 14,554,060 $ 18,228,188
Net Investment Income per share 0.20 0.25
 
Less: Incremental incentive management fee expense based on Income 277,207 2,098,240
 
As Adjusted1:
Net Investment Income $ 14,276,853 $ 16,129,948
Net Investment Income per share 0.19 0.22
 

As Adjusted 1: Amounts are adjusted to remove the incentive management fee expense based on Gains, as required by GAAP, and to include only the incremental incentive management fee expense based on Income. The incremental incentive management fee is based on each trailing four-fiscal quarter period, applied to the current quarter's incremental earnings, and without any reduction for incentive management fees paid during the prior three quarters. Amounts reflect the Company's ongoing operating results and reflect the Company's financial performance over time.

Pre-Incentive Fee 2 : Amounts are adjusted to remove all incentive management fees. Such fees are calculated but not necessarily due and payable at this time.

About BlackRock Kelso Capital Corporation

BlackRock Kelso Capital Corporation is a business development company that provides debt and equity capital to middle-market companies.

The Company's investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company invests primarily in middle-market companies in the form of senior and junior secured and unsecured debt securities and loans, each of which may include an equity component, and by making direct preferred, common and other equity investments in such companies.

Forward-Looking Statements

This press release, and other statements that BlackRock Kelso Capital may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to BlackRock Kelso Capital’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

BlackRock Kelso Capital cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock Kelso Capital assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed in BlackRock Kelso Capital's SEC reports and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) our future operating results; (2) our business prospects and the prospects of our portfolio companies; (3) the impact of investments that we expect to make; (4) our contractual arrangements and relationships with third parties; (5) the dependence of our future success on the general economy and its impact on the industries in which we invest; (6) the ability of our portfolio companies to achieve their objectives; (7) our expected financings and investments; (8) the adequacy of our cash resources and working capital, including our ability to obtain continued financing on favorable terms; (9) the timing of cash flows, if any, from the operations of our portfolio companies; (10) the impact of increased competition; (11) the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments; (12) potential conflicts of interest in the allocation of opportunities between us and other investment funds managed by our investment advisor or its affiliates; (13) the ability of our investment advisor to attract and retain highly talented professionals; (14) fluctuations in foreign currency exchange rates; and (15) the impact of changes to tax legislation and, generally, our tax position.

BlackRock Kelso Capital’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC identifies additional factors that can affect forward-looking statements.

Available Information

BlackRock Kelso Capital’s filings with the SEC, press releases, earnings releases and other financial information are available on its website at www.blackrockkelso.com. The information contained on our website is not a part of this press release.

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