UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2016
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER: 0-55361
CREDIT SUISSE PARK VIEW BDC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 47-1520456 | |
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
One Madison Avenue
New York, NY 10010
(Address of Principal Executive Offices) (Zip Code)
(212) 325-2000
(Registrants Telephone Number, Including Area Code)
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of the issuers Common Stock, $0.01 par value, outstanding as of May 11, 2016 was 23,460,311.
CREDIT SUISSE PARK VIEW BDC, INC.
2
CREDIT SUISSE PARK VIEW BDC, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
|
|
|
|
|||||
March 31, 2016 (Unaudited) |
December 31, 2015 |
|||||||
Assets |
||||||||
Investments at fair value: |
||||||||
Non-controlled, non-affiliated investments (amortized cost of $325,140,162 and $332,480,856, respectively) |
$ | 303,261,494 | $ | 322,112,255 | ||||
Controlled, affiliated investments (amortized cost of $15,626,459 and $15,626,459, respectively) |
15,626,459 | 15,626,459 | ||||||
|
|
|
|
|||||
Total investments at fair value (amortized cost of $340,766,621 and $348,107,315, respectively) | 318,887,953 | 337,738,714 | ||||||
Cash |
6,383,399 | 6,578,741 | ||||||
Cash denominated in foreign currency (cost of $32,604 and $0, respectively) | 32,604 | | ||||||
Receivable for investments sold |
| 155,023 | ||||||
Interest receivable |
2,561,133 | 2,044,017 | ||||||
Deferred offering costs |
| 375,000 | ||||||
Prepaid expenses and other assets |
389,286 | 321,608 | ||||||
|
|
|
|
|||||
Total assets |
$ | 328,254,375 | $ | 347,213,103 | ||||
|
|
|
|
|||||
Liabilities |
| |||||||
Revolving credit facility (Note 10) |
$ | 116,500,000 | $ | 125,000,000 | ||||
Deferred financing costs (net of accumulated amortization of $543,733 and $425,564, respectively) (Note 10) | (1,693,767) | (1,811,936) | ||||||
|
|
|
|
|||||
Revolving credit facility, net |
114,806,233 | 123,188,064 | ||||||
Management fee payable to affiliate (Note 5) |
1,245,684 | 904,497 | ||||||
Incentive fee payable to affiliate (Note 5) |
835,235 | 1,133,783 | ||||||
Interest payable (Note 10) |
802,323 | 216,349 | ||||||
Directors fees payable |
13,500 | | ||||||
Accrued expenses and other liabilities |
823,547 | 796,600 | ||||||
|
|
|
|
|||||
Total liabilities |
$ | 118,526,522 | $ | 126,239,293 | ||||
|
|
|
|
|||||
Commitments and Contingencies (Note 14) |
||||||||
Net Assets |
||||||||
Common stock, par value $0.01 per share (23,460,311 and 23,453,847 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively) | $ | 234,603 | $ | 234,538 | ||||
Paid-in capital in excess of par value |
242,330,317 | 242,272,590 | ||||||
Accumulated net realized gain (loss) |
(8,551,965) | (8,603,104) | ||||||
Undistributed (overdistributed) net investment income |
(2,406,434) | (2,561,613) | ||||||
Net unrealized depreciation on investments |
(21,878,668) | (10,368,601) | ||||||
|
|
|
|
|||||
Total net assets |
$ | 209,727,853 | $ | 220,973,810 | ||||
|
|
|
|
|||||
Net asset value per share |
$ | 8.94 | $ | 9.42 | ||||
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited)
3
CREDIT SUISSE PARK VIEW BDC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months Ended March 31, |
||||||||
2016 | 2015 | |||||||
Investment Income: |
||||||||
Interest income |
$ | 8,190,057 | $ | 6,699,894 | ||||
Other income |
11,216 | 22,475 | ||||||
|
|
|
|
|||||
Total investment income |
8,201,273 | 6,722,369 | ||||||
|
|
|
|
|||||
Expenses: |
||||||||
Management fees (Note 5) |
1,453,298 | 1,164,381 | ||||||
Incentive fees (Note 5) |
835,235 | 709,356 | ||||||
Interest and credit facility fees (Note 10) |
1,236,325 | 583,387 | ||||||
Professional fees |
330,000 | 191,100 | ||||||
Offering costs |
375,000 | | ||||||
Directors fees |
19,500 | 19,750 | ||||||
Other expenses |
251,734 | 245,984 | ||||||
|
|
|
|
|||||
Total expenses |
4,501,092 | 2,913,958 | ||||||
Less management fee waived (Note 5) |
(207,614) | (166,340) | ||||||
|
|
|
|
|||||
Net expenses |
4,293,478 | 2,747,618 | ||||||
|
|
|
|
|||||
Net investment income |
3,907,795 | 3,974,751 | ||||||
|
|
|
|
|||||
Net realized and unrealized gains (losses) on investment transactions: |
||||||||
Net realized gain (loss) from investments |
50,000 | | ||||||
Net realized gain (loss) from foreign currency transactions |
1,139 | | ||||||
Net change in unrealized appreciation (depreciation) from investments |
(11,510,067) | (6,961,239) | ||||||
|
|
|
|
|||||
Net realized/unrealized gains (losses) |
(11,458,928) | (6,961,239) | ||||||
|
|
|
|
|||||
Net decrease in net assets resulting from operations |
$ | (7,551,133) | $ | (2,986,488) | ||||
|
|
|
|
|||||
Per share information (basic and diluted): |
||||||||
Earnings per share (basic and diluted): |
$ | (0.32) | $ | (0.13) | ||||
Net investment income per share (basic and diluted): |
$ | 0.17 | $ | 0.18 | ||||
Weighted average shares outstanding: |
23,456,049 | 22,324,078 | ||||||
Dividends declared per share |
$ | 0.160 | $ | |
See accompanying notes to consolidated financial statements (unaudited)
4
CREDIT SUISSE PARK VIEW BDC, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
For the Three Months Ended March 31, |
||||||||
2016 | 2015 | |||||||
Increase (decrease) in net assets resulting from operations: |
||||||||
Net investment income |
$ | 3,907,795 | $ | 3,974,751 | ||||
Net realized gain on investments |
51,139 | | ||||||
Net change in unrealized appreciation (depreciation) on investments |
(11,510,067) | (6,961,239) | ||||||
|
|
|
|
|||||
Net decrease in net assets resulting from operations |
(7,551,133) | (2,986,488) | ||||||
|
|
|
|
|||||
Dividends to stockholders from: |
||||||||
Net investment income |
(3,752,616) | | ||||||
|
|
|
|
|||||
Total dividends to stockholders |
(3,752,616) | | ||||||
|
|
|
|
|||||
Capital transactions: |
||||||||
Issuance of common shares (0 and 608,523 shares, respectively) |
| 6,140,000 | ||||||
Issuance of common shares pursuant to dividend reinvestment plan (6,464 and 34,772 shares, respectively) | 57,792 | | ||||||
|
|
|
|
|||||
Net increase in net assets resulting from capital transactions |
57,792 | 6,140,000 | ||||||
|
|
|
|
|||||
Total increase (decrease) in net assets |
(11,245,957) | 3,153,512 | ||||||
Net assets at beginning of period |
220,973,810 | 226,142,353 | ||||||
|
|
|
|
|||||
Net assets at end of period (including undistributed (overdistributed) net investment income of $(2,406,434) and 10,473,535, respectively) | $ | 209,727,853 | $ | 229,295,865 | ||||
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited)
5
CREDIT SUISSE PARK VIEW BDC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months Ended March 31, |
||||||||
2016 | 2015 | |||||||
Cash flows from operating activities |
||||||||
Net increase (decrease) in net assets resulting from operations |
$ | (7,551,133) | $ | (2,986,488) | ||||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | ||||||||
Purchases of investments, net |
(5,201,272) | (23,206,603) | ||||||
Paid-in-kind interest income |
(70,118) | (188,992) | ||||||
Proceeds from sales of investments, net |
12,862,820 | 1,296,636 | ||||||
Net realized (gain) loss on investments |
(51,139) | | ||||||
Net change in unrealized (appreciation) depreciation on investments |
11,510,067 | 6,961,239 | ||||||
Amortization of premium/accretion of discount on investments, net |
(199,597) | (275,163) | ||||||
Amortization of deferred financing costs |
118,169 | 63,362 | ||||||
(Increase) decrease in operating assets: |
||||||||
Receivable for investments sold |
155,023 | | ||||||
Interest receivable |
(517,116) | 330,887 | ||||||
Due from Adviser |
| 315,725 | ||||||
Prepaid expenses and other assets |
(67,678) | 37,725 | ||||||
Deferred offering costs |
375,000 | (1,500,000) | ||||||
Increase (decrease) in outstanding liabilities: |
||||||||
Management fees payable to affiliate |
341,187 | 32,846 | ||||||
Incentive fees payable to affiliate |
(298,548) | (635,838) | ||||||
Interest payable |
585,974 | 104,623 | ||||||
Directors fees payable |
13,500 | 17,750 | ||||||
Payable for organization and offering expenses |
| 1,264,275 | ||||||
Accrued expenses and other liabilities |
26,947 | 163,896 | ||||||
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
12,032,086 | (18,204,120) | ||||||
|
|
|
|
|||||
Cash flows from financing activities |
||||||||
Borrowings on revolving credit facility |
8,500,000 | 33,000,000 | ||||||
Repayments of credit facility |
(17,000,000) | | ||||||
Financing costs |
| (500,000) | ||||||
Dividend paid |
(3,694,824) | | ||||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
(12,194,824) | 32,500,000 | ||||||
|
|
|
|
|||||
Net increase (decrease) in cash |
(162,738) | 14,295,880 | ||||||
|
|
|
|
|||||
Cash and cash denominated in foreign currency at beginning of period |
6,578,741 | 7,241,675 | ||||||
|
|
|
|
|||||
Cash and cash denominated in foreign currency at end of period |
$ | 6,416,003 | $ | 21,537,555 | ||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid during the period for interest |
$ | 360,863 | $ | 278,857 | ||||
Non-Cash financing activities: |
||||||||
Issuance of common shares in connection with dividend reinvestment plan |
$ | 57,792 | $ | 6,140,000 |
See accompanying notes to consolidated financial statements (unaudited)
6
CREDIT SUISSE PARK VIEW BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
MARCH 31, 2016
Company (*)(#)(x) |
Industry |
Interest
|
Acquisition Date |
Maturity | Par/Unit/ Partnership Interest Amount (2) |
Amortized Cost (3) |
Fair Value | |||||||||||||||||
Senior Secured Loans - 146.32% |
||||||||||||||||||||||||
First Lien/Senior Secured Loans - 78.64% |
||||||||||||||||||||||||
Adams Publishing Group, LLC | Media: Advertising, Printing & Publishing | L + 6.75% (7.75%) (1.00% floor) |
11/9/2015 | 11/3/2020 | $ | 4,750,000 | $ | 4,662,160 | $ | 4,655,000 | ||||||||||||||
American Clinical Solutions LLC | Healthcare & Pharmaceuticals | L + 9.50% (10.50%) (1.00% floor) |
6/11/2015 | 6/11/2020 | 9,625,000 | 9,498,722 | 9,480,625 | |||||||||||||||||
CF Entertainment Inc. | Media: Diversified & Production | L + 11.00% (12.00%) (1.00% floor) |
9/5/2014 | 6/26/2020 | 17,225,000 | 17,097,199 | 17,052,750 | |||||||||||||||||
Dodge Data & Analytics, LLC / Skyline Data News and Analytics, LLC | Construction & Building | L + 8.75% (9.75%) (1.00% floor) |
11/4/2014 | 10/31/2019 | 10,537,120 | 10,373,908 | 10,405,406 | |||||||||||||||||
Entrans International, LLC | Transportation: Cargo | L + 7.50% (8.50%) (1.00% floor) |
6/22/2015 | 6/4/2020 | 13,834,821 | 13,714,234 | 12,451,339 | |||||||||||||||||
Gaming & Entertainment Management - Illinois LLC | Hotel, Gaming & Leisure | L + 9.00% (10.00%) (1.00% floor) |
5/22/2015 | 11/22/2020 | 15,706,127 | 15,666,756 | 15,706,127 | |||||||||||||||||
Homeland HealthCare, LLC(4) | Healthcare & Pharmaceuticals | L + 7.00% (8.00%) (1.00% floor) |
12/31/2015 | 1/5/2018 | 6,200,000 | 6,200,000 | 6,200,000 | |||||||||||||||||
Infinity Sales Group, LLC | Services: Business |
L + 10.50% (11.50%) (1.00% floor) |
9/5/2014 | 11/21/2018 | 8,993,740 | 8,679,877 | 8,544,053 | |||||||||||||||||
KPC Health Care, Inc. | Healthcare & Pharmaceuticals | ABR + 8.25% (11.75%)(5) | 8/28/2015 | 8/28/2020 | 10,695,357 | 10,476,536 | 10,454,711 | |||||||||||||||||
Labvantage Solutions Inc. | High Tech Industries | L + 8.00% (9.00%) (1.00% floor) |
12/29/2015 | 12/29/2020 | 4,968,750 | 4,874,395 | 4,869,375 | |||||||||||||||||
Labvantage Solutions Ltd. (EUR)(6) | High Tech Industries | E + 8.00% (9.00%) (1.00% floor) |
12/29/2015 | 12/29/2020 | | 4,551,846 | 4,904,156 | 5,080,191 | ||||||||||||||||
Lift Brands, Inc. | Services: Consumer | L + 7.50% (8.50%) (1.00% floor) |
5/19/2015 | 12/23/2019 | 9,741,935 | 9,701,393 | 9,547,097 | |||||||||||||||||
Pacific Coast Holding Investment LLC | Healthcare & Pharmaceuticals | L + 9.70% (11.70%) (2.00% floor) |
3/4/2016 | 2/14/2017 | 5,250,000 | 5,178,134 | 5,171,250 | |||||||||||||||||
Petroflow Energy Corporation and TexOak Energy - Project 1C, LLC(7) | Energy: Oil & Gas | L + 9.00% (15.50%) (3.50% floor and 3.00% PIK) |
9/5/2014 | 7/31/2017 | 15,684,886 | 15,383,824 | 6,168,459 | |||||||||||||||||
Sequoia Healthcare Management, LLC | Healthcare & Pharmaceuticals | 12.00% and (4.00% PIK) (16.00%) |
9/5/2014 | 7/17/2019 | 6,876,316 | 6,780,081 | 6,738,790 | |||||||||||||||||
Spinal USA, Inc. | Healthcare & Pharmaceuticals | L + 9.50% (10.50%) (1.00% floor) |
1/22/2015 | 1/21/2020 | 12,343,750 | 12,343,750 | 12,343,750 | |||||||||||||||||
Worley Claims Services, LLC | Services: Business | L + 8.00% (9.00%) (1.00% floor) |
10/31/2014 | 10/31/2020 | $ | 20,268,924 | 20,080,394 | 20,066,235 | ||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total First Lien/Senior Secured Loans |
$ | 175,615,519 | $ | 164,935,158 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
First Lien/Last-Out Unitranche - 48.57% |
| |||||||||||||||||||||||
AbelConn, LLC / CBT Technology, LLC / SIE Computing Solutions, LLC(8) | Aerospace & Defense | L + 8.50% (9.50%) (1.00% floor) |
9/5/2014 | 7/17/2019 | 23,572,750 | 23,264,507 | 23,182,019 | |||||||||||||||||
AMPORTS, Inc.(8) | Automotive | L + 5.00% (6.00%) (1.00% floor) |
9/5/2014 | 5/19/2020 | 19,100,000 | 19,100,000 | 19,100,000 | |||||||||||||||||
Evanta Ventures, Inc./ Sports Leadership Institute, Inc.(8) | Services: Business | L + 5.90% (6.90%) (1.00% floor) |
12/23/2014 | 12/23/2019 | 15,200,000 | 15,022,302 | 14,972,000 |
7
CREDIT SUISSE PARK VIEW BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED) (UNAUDITED)
MARCH 31, 2016
Company (*)(#)(x) |
Industry |
Interest
|
Acquisition Date |
Maturity | Par/Unit/ Partnership Interest Amount (2) |
Amortized Cost (3) |
Fair Value | |||||||||||||||||
Senior Secured Loans - (continued) 146.32% |
||||||||||||||||||||||||
First Lien/Last-Out Unitranche - (continued) 48.57% |
| |||||||||||||||||||||||
Forbes Media LLC(8) | Media: Advertising, Printing & Publishing | L + 6.75% (7.75%) (1.00% floor) |
9/12/2014 | 9/12/2019 | $ | 15,000,000 | $ | 14,808,244 | $ | 14,768,129 | ||||||||||||||
Ipsen International GmbH(6) (8) | Capital Equipment | L + 8.00% (9.00%) (1.00% floor) |
2/23/2015 | 9/30/2019 | 1,523,810 | 1,511,723 | 1,508,571 | |||||||||||||||||
Ipsen, Inc.(8) | Capital Equipment | L+ 7.00% (8.00%) (1.00% floor) |
2/23/2015 | 9/30/2019 | 8,095,238 | 8,031,258 | 8,014,286 | |||||||||||||||||
NWN Acquisition Holding Co LLC(8) | High Tech Industries | L + 9.00% (10.00%) (1.00% floor) |
10/16/2015 | 10/16/2020 | 17,281,250 | 16,961,438 | 16,935,625 | |||||||||||||||||
Speed Commerce Inc.(7) (8) (9) | High Tech Industries | 16.50% PIK | 11/21/2014 | 11/21/2019 | 12,546,438 | 12,451,534 | 3,136,610 | |||||||||||||||||
Speed Commerce Inc. (Tack-on)(7) (8) (9) | High Tech Industries | 16.50% PIK | 10/6/2015 | 11/21/2019 | 958,571 | 958,572 | 239,643 | |||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total First Lien/Last-Out Unitranche |
|
$ | 112,109,578 | $ | 101,856,883 | |||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Second Lien/Senior Secured Loans - 19.11% |
| |||||||||||||||||||||||
Conisus, LLC | Services: Business | L + 10.25% (11.25%) (1.00% floor) |
6/23/2015 | 6/23/2021 | $ | 11,750,000 | $ | 11,750,000 | $ | 11,750,000 | ||||||||||||||
Encapsys, LLC | Chemicals, Plastics & Rubber | L + 10.00% (11.00%) (1.00% floor) |
8/3/2015 | 3/3/2021 | 11,165,000 | 11,012,842 | 10,997,525 | |||||||||||||||||
Mississippi Sand, LLC | Metals & Mining | L + 10.00% (11.00%) (1.00% floor) |
11/21/2014 | 11/21/2019 | 12,750,000 | 12,516,388 | 11,475,000 | |||||||||||||||||
TouchTunes Interactive Networks, Inc | Hotel, Gaming & Leisure | L + 8.25% (9.25%) (1.00% floor) |
6/18/2015 | 5/29/2022 | 6,000,000 | 5,933,651 | 5,850,000 | |||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total Second Lien/Senior Secured Loans |
|
$ | 41,212,881 | $ | 40,072,525 | |||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total Senior Secured Loans |
|
$ | 328,937,978 | $ | 306,864,566 | |||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Partnership Interest - 5.73% |
| |||||||||||||||||||||||
Encapsys, LLC (Class A Units)(10) (11) | Chemicals, Plastics & Rubber | Partnership Interest | 10,000 | $ | 1,000,000 | $ | 1,000,000 | |||||||||||||||||
Homeland HealthCare, LLC(4) (10) (12) | Healthcare & Pharmaceuticals | Partnership Interest | 750 | 9,426,459 | 9,426,459 | |||||||||||||||||||
NS NWN Acquisition, LLC | High Tech Industries | Partnership Interest | 346 | 348,803 | 348,803 | |||||||||||||||||||
NSG Co-Invest (Bermuda) LP(6) (10) (13) | Consumer Goods: Non-Durable | Partnership Interest | 1,521 | 1,053,381 | 1,248,125 | |||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total Partnership Interest |
|
$ | 11,828,643 | $ | 12,023,387 | |||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total Investments |
|
$ | 340,766,621 | $ | 318,887,953 | |||||||||||||||||||
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited)
8
CREDIT SUISSE PARK VIEW BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED) (UNAUDITED)
MARCH 31, 2016
(*) | Each of our investments or portion thereof is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Capital One, N.A. Branch (see Note 10). |
(#) | We generally acquire our investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the Securities Act). Our investments are, therefore, generally subject to certain limitations on resale and may be deemed to be restricted securities under the Securities Act. |
(x) | The Company invests in illiquid securities, including debt and equity investments, of middle-market companies, unless otherwise noted. |
(1) | Current interest rate in effect as of March 31, 2016. |
(2) | Denominated in U.S. dollar unless otherwise noted. |
(3) | The amortized cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method. The tax cost of the Companys investments as of March 31, 2016, approximates their amortized cost. |
(4) | Under the 1940 Act, the portfolio company is deemed to be both an Affiliated Person of and Control, as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25% of the portfolio companys outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Transactions during the three months ended March 31, 2016 in which the Company was an Affiliated Person and deemed to Control the portfolio company is as follows: |
Company |
Type of Asset | Amount of Interest and Other Income |
Beginning Fair Value December 31, 2015 |
Gross Additions (a) |
Gross Reductions (b) |
Realized Gain/ (Loss) |
Change in Unrealized Gain/ (Loss) |
Fair Value March 31, 2016 |
||||||||||||||||||||||
Homeland HealthCare, LLC |
First Lien/Senior Secured Loan |
| $ | 6,200,000 | | | | | $ | 6,200,000 | ||||||||||||||||||||
Homeland HealthCare, LLC |
Partnership Interest |
| 9,426,459 | | | | | $ | 9,426,459 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total Control Investments |
$ | | $ | 15,626,459 | | | | | $ | 15,626,459 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | Gross additions include increases in the cost basis of investments resulting from the March 31, 2016 restructuring of the portfolio company and the addition of partnership interest in the portfolio company. |
(b) | Gross reductions include decreases in the cost basis of investments resulting from the March 31, 2016 restructuring of the portfolio company. |
(5) | ABR- Alternate Base Rate (3.5%) |
(6) | This portfolio company is a non-U.S. corporation and, as a result, is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time of such acquisition is made, qualifying assets represent at least 70% of the Companys total assets. As of March 31, 2016, 2.5% of the Companys total investments were non-qualifying assets. |
(7) | The investment was on non-accrual status as of March 31, 2016. |
(8) | In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company may be entitled to receive additional amounts as a result of an arrangement between the Company and other lenders in any syndication. |
(9) | The senior secured loan for Speed Commerce Inc. was amended on May 11, 2015 to include among other terms, the ability for the borrower to elect to pay interest in kind (PIK) interest at an annual rate of 16.5% through March 31, 2016. |
(10) | Non-income producing security. |
(11) | Encapsys, LLC is held through Clocktower Rise, LLC, a wholly-owned taxable subsidiary. |
(12) | Homeland HealthCare, LLC is held through Clocktower Home, LLC, a wholly-owned taxable subsidiary. |
(13) | NSG Co-Invest (Bermuda) LP is held through Clocktower North, LLC. |
E - | EURIBOR (Euro Interbank Offered Rate) |
EUR - | Euro; local currency investment denominated in Euros. |
L - | Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either London Interbank Offered Rate (LIBOR) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrowers option, which reset periodically based on the terms of the loan agreement. |
PIK - | Payment In-Kind |
See accompanying notes to consolidated financial statements (unaudited)
9
CREDIT SUISSE PARK VIEW BDC, INC.
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2015
Company*(#) |
Industry |
Interest Rate (2) |
Acquisition Date |
Maturity | Par/Unit/ Partnership Interest Amount (3) |
Amortized Cost (4) |
Fair Value | |||||||||||||||||
Senior Secured Loans - 147.40% |
||||||||||||||||||||||||
First Lien/Senior Secured Loans - 79.78% |
||||||||||||||||||||||||
Adams Publishing Group, LLC | Media: Advertising, Printing & Publishing | L + 6.75% (7.75%) (1.00% floor) |
11/9/2015 | 11/3/2020 | $ | 4,875,000 | $ | 4,780,153 | $ | 4,777,500 | ||||||||||||||
American Clinical Solutions LLC | Healthcare & Pharmaceuticals | L + 9.50% (10.50%) (1.00% floor) |
6/11/2015 | 6/11/2020 | 9,750,000 | 9,616,403 | 9,603,750 | |||||||||||||||||
CF Entertainment Inc. | Media: Diversified & Production | L + 11.00% (12.00)% (1.00% floor) |
9/5/2014 | 6/26/2020 | 17,268,750 | 17,132,209 | 17,096,063 | |||||||||||||||||
Dodge Data & Analytics, LLC / Skyline Data News and Analytics, LLC | Construction & Building | L + 8.75% (9.75%) (1.00% floor) |
11/4/2014 | 10/31/2019 | 10,612,120 | 10,438,861 | 10,479,469 | |||||||||||||||||
Entrans International, LLC | Transportation: Cargo | L + 7.50% (8.50%) (1.00% floor) |
6/22/2015 | 6/4/2020 | 14,812,500 | 14,677,184 | 13,923,750 | |||||||||||||||||
Gaming & Entertainment Management - Illinois LLC | Hotel, Gaming & Leisure | L + 9.00% (10.00%) (1.00% floor) |
5/22/2015 | 11/22/2020 | 16,003,448 | 15,962,491 | 16,003,448 | |||||||||||||||||
Homeland HealthCare, LLC(1) | Healthcare & Pharmaceuticals | L + 7.00% (8.00%) (1.00% floor) |
12/31/2015 | 1/5/2018 | 6,200,000 | 6,200,000 | 6,200,000 | |||||||||||||||||
Infinity Sales Group, LLC | Services: Business |
L + 10.50% (11.50%) (1.00% floor) | 9/5/2014 | 11/21/2018 | 8,993,740 | 8,656,490 | 8,544,053 | |||||||||||||||||
KPC Health Care, Inc. | Healthcare & Pharmaceuticals | ABR(12) + 8.25% (11.75%) | 8/28/2015 | 8/28/2020 | 10,723,259 | 10,494,895 | 10,481,985 | |||||||||||||||||
Labvantage Solutions Inc. | High Tech Industries | L + 9.50% (10.50%) (1.00% floor) |
12/29/2015 | 12/29/2020 | 5,000,000 | 4,900,107 | 4,900,000 | |||||||||||||||||
Labvantage Solutions Ltd.(13) (EUR) | High Tech Industries | L + 9.50% (10.50%) (1.00% floor) |
12/29/2015 | 12/29/2020 | | 4,580,474 | 4,930,006 | 4,874,231 | ||||||||||||||||
Land Holdings I, LLC | Hotel, Gaming & Leisure | 12.00% | 6/17/2015 | 6/26/2019 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||
Lift Brands, Inc. | Services: Consumer | L + 7.50% (8.50%) (1.00% floor) |
5/19/2015 | 12/23/2019 | 9,806,452 | 9,763,361 | 9,757,419 | |||||||||||||||||
Petroflow Energy Corporation and TexOak Energy - Project 1C, LLC(5) | Energy: Oil & Gas | L + 8.00% (12.00%) (1.00% floor and 3.00% PIK) | 9/5/2014 | 7/31/2017 | 15,684,886 | 15,364,043 | 10,383,597 | |||||||||||||||||
Sequoia Healthcare Management, LLC | Healthcare & Pharmaceuticals | 12.00% and (4.00% PIK) (16.00%) |
9/5/2014 | 7/17/2019 | 6,915,076 | 6,811,709 | 6,776,775 | |||||||||||||||||
Spinal USA, Inc. | Healthcare & Pharmaceuticals | L + 9.50% (10.50%) (1.00% floor) |
1/22/2015 | 1/21/2020 | 12,375,000 | 12,375,000 | 12,375,000 | |||||||||||||||||
Worley Claims Services, LLC | Services: Business |
L + 8.00% (9.00%) (1.00% floor) |
10/31/2014 | 10/31/2020 | $ | 20,320,087 | 20,123,253 | 20,116,886 | ||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total First Lien/Senior Secured Loans |
|
$ | 182,226,165 | $ | 176,293,926 | |||||||||||||||||||
|
|
|
|
See accompanying notes to consolidated financial statements.
10
CREDIT SUISSE PARK VIEW BDC, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 2015
Company*(#) |
Industry |
Interest Rate (2) |
Acquisition Date |
Maturity | Par/Unit/ Partnership Interest Amount (3) |
Amortized Cost (4) |
Fair Value | |||||||||||||||||
Senior Secured Loans - (continued) 147.40% |
||||||||||||||||||||||||
First Lien/Last-Out Unitranche - 49.13% |
||||||||||||||||||||||||
AbelConn, LLC / CBT Technology, LLC / SIE Computing Solutions, LLC(6) |
Aerospace & Defense | L + 8.50% (9.50%) (1.00% floor) |
9/5/2014 | 7/17/2019 | $ | 23,681,313 | $ | 23,352,987 | $ | 23,286,168 | ||||||||||||||
AMPORTS, Inc.(6) | Automotive | L + 5.00% (6.00%) (1.00% floor) |
9/5/2014 | 5/19/2020 | 19,100,000 | 19,100,000 | 19,100,000 | |||||||||||||||||
Evanta Ventures, Inc./ Sports Leadership Institute, Inc.(6) |
Services: Business |
L + 5.90% (6.90%) (1.00% floor) |
12/23/2014 | 12/23/2019 | 15,200,000 | 15,012,086 | 14,972,000 | |||||||||||||||||
Forbes Media LLC(6) | Media: Advertising, Printing & Publishing | L + 6.75% (7.75%) (1.00% floor) |
9/12/2014 | 9/12/2019 | 15,000,000 | 14,795,661 | 14,762,282 | |||||||||||||||||
Ipsen International GmbH(6) (13) | Capital Equipment | L + 8.00% (9.00%) (1.00% floor) |
2/23/2015 | 9/30/2019 | 1,752,381 | 1,737,650 | 1,734,857 | |||||||||||||||||
Ipsen, Inc.(6) | Capital Equipment | L+ 7.00% (8.00%) (1.00% floor) |
2/23/2015 | 9/30/2019 | 8,095,238 | 8,027,357 | 8,014,286 | |||||||||||||||||
NWN Acquisition Holding Co LLC(6) | High Tech Industries | L + 9.00% (10.00%) (1.00% floor) |
10/16/2015 | 10/16/2020 | 17,390,625 | 17,055,779 | 17,042,812 | |||||||||||||||||
Speed Commerce Inc.(5) (6) (7) | High Tech Industries | 16.5% PIK | 11/21/2014 | 11/21/2019 | 12,546,438 | 12,451,534 | 8,782,507 | |||||||||||||||||
Speed Commerce Inc. (Tack-on)(5) (6) (7) | High Tech Industries | 16.5% PIK | 10/6/2015 | 11/21/2019 | 958,571 | 958,571 | 862,714 | |||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total First Lien/Last-Out Unitranche |
|
$ | 112,491,625 | $ | 108,557,626 | |||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Second Lien/Senior Secured Loans - 18.49% |
||||||||||||||||||||||||
Conisus, LLC | Services: Business |
L + 10.25% (11.25%) (1.00% floor) | 6/23/2015 | 6/23/2021 | 11,750,000 | 11,750,000 | 11,750,000 | |||||||||||||||||
Encapsys, LLC | Chemicals, Plastics & Rubber | L + 10.00% (11.00%) (1.00% floor) | 8/3/2015 | 3/3/2021 | 11,165,000 | 11,007,252 | 10,997,525 | |||||||||||||||||
Mississippi Sand, LLC | Metals & Mining | L + 10.00% (11.00%) (1.00% floor) | 11/21/2014 | 11/21/2019 | 13,125,000 | 12,871,878 | 12,206,250 | |||||||||||||||||
TouchTunes Interactive Networks, Inc | Hotel, Gaming & Leisure | L + 8.25% (9.25%) (1.00% floor) |
6/18/2015 | 5/29/2022 | 6,000,000 | 5,931,753 | 5,910,000 | |||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total Second Lien/Senior Secured Loans |
|
$ | 41,560,883 | $ | 40,863,775 | |||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total Senior Secured Loans |
|
$ | 336,278,673 | $ | 325,715,327 | |||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Partnership Interest - 5.44% |
||||||||||||||||||||||||
Encapsys, LLC (Class A Units)(8) (10) | Chemicals, Plastics & Rubber | Partnership Interest | 10,000 | $ | 1,000,000 | $ | 1,000,000 | |||||||||||||||||
Homeland HealthCare, LLC(1) (8) (9) | Healthcare & Pharmaceuticals | Partnership Interest | 750 | 9,426,459 | 9,426,459 |
See accompanying unaudited notes to financial statements.
11
CREDIT SUISSE PARK VIEW BDC, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 2015
Company*(#) |
Industry |
Interest Rate (2) |
Acquisition Date |
Maturity | Par/Unit/ Partnership Interest Amount (3) |
Amortized Cost (4) |
Fair Value | |||||||||||||
Senior Secured Loans - (continued) 147.40% |
||||||||||||||||||||
Partnership Interest - (continued) 5.44% |
||||||||||||||||||||
NSG Co-Invest (Bermuda) LP(8) (11) (13) | Consumer Goods: Non-Durable | Partnership Interest | 1,521 | $ | 1,053,380 | $ | 1,248,125 | |||||||||||||
NS NWN Acquisition, LLC | High Tech Industries | Partnership Interest | 346 | 348,803 | 348,803 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Total Partnership Interest |
|
$ | 11,828,642 | $ | 12,023,387 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Total Investments |
|
$ | 348,107,315 | $ | 337,738,714 | |||||||||||||||
|
|
|
|
* | Each of our investments or portion thereof is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Capital One, N.A. Branch (see Note 10). |
(#) | We generally acquire our investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the Securities Act). Our investments are, therefore, generally subject to certain limitations on resale and may be deemed to be restricted securities under the Securities Act. |
(1) | Under the 1940 Act, the portfolio company is deemed to be both an Affiliated Person of and Control, as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25% of the portfolio companys outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Transactions during the 12 months ended December 31, 2015 in which the Company was an Affiliated Person of and was deemed to Control a portfolio company is as follows: |
Company |
Type of Asset | Amount of Interest and Other Income |
Beginning Fair Value December 31, 2014 |
Gross Additions (a) |
Gross Reductions (b) |
Realized Gain/ (Loss) |
Change in Unrealized Gain/ (Loss) |
Fair Value December 31, 2015 |
||||||||||||||||||||||
Homeland HealthCare, LLC |
First Lien/Senior Secured Loan |
| $ | 9,454,080 | $ | 6,200,000 | $ | 9,454,080 | $ | | $ | | $ | 6,200,000 | ||||||||||||||||
Homeland HealthCare, LLC |
Partnership Interest |
| | 9,426,459 | | | | $ | 9,426,459 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total Control Investments |
$ | | $ | 9,454,080 | $ | 15,626,459 | $ | 9,454,080 | $ | | $ | | $ | 15,626,459 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | Gross additions include increases in the cost basis of investments resulting from the December 30, 2015 restructuring of the portfolio company and the addition of partnership interest in the portfolio company. |
(b) | Gross reductions include decreases in the cost basis of investments resulting from the December 30, 2015 restructuring of the portfolio company. |
(2) | Current interest rate in effect as of December 31, 2015. |
(3) | Denominated in U.S. dollar unless otherwise noted. |
(4) | The amortized cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method. The tax cost of the Companys investments as of December 31, 2015, approximates their amortized cost. |
(5) | The investment was on non-accrual status as of December 31, 2015. |
(6) | In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company may be entitled to receive additional amounts as a result of an arrangement between the Company and other lenders in any syndication. |
(7) | The senior secured loan for Speed Commerce Inc. was amended on May 11, 2015 to include among other terms, the ability for the borrower to elect to pay interest in kind (PIK) at an annual rate of 16.5% through December 31, 2015. |
(8) | Non-income producing security. |
(9) | Homeland HealthCare, LLC is held through Clocktower Home, LLC, a wholly-owned taxable subsidiary. |
(10) | Encapsys, LLC is held through Clocktower Rise, LLC, a wholly-owned taxable subsidiary. |
(11) | NSG Co-Invest (Bermuda) LP is held through Clocktower North, LLC. |
(12) | ABR- Alternate Base Rate (3.5%) |
(13) | This portfolio company is a non-U.S. corporation and, as a result, is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time of such acquisition is made, qualifying assets represent at least 70% of the Companys total assets. |
See accompanying unaudited notes to financial statements.
12
CREDIT SUISSE PARK VIEW BDC, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 2015
EUR- | Euro; local currency investment denominated in Euros. |
L- | Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either London Interbank Offered Rate (LIBOR) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrowers option, which reset periodically based on the terms of the loan agreement. |
PIK- | Payment In-Kind |
See accompanying unaudited notes to financial statements.
13
CREDIT SUISSE PARK VIEW BDC, INC.
Notes to Consolidated Financial Statements
March 31, 2016 (Unaudited)
1. | Organization |
Credit Suisse Park View BDC, Inc. (the Company) was initially organized as Credit Suisse Corporate Credit Solutions, LLC, a single member Delaware limited liability company, on August 5, 2014 and commenced operations on September 5, 2014 with Credit Suisse Alternative Capital, LLC (CSAC), an indirect, wholly owned subsidiary of Credit Suisse Group AG (Credit Suisse) as its sole member. On January 30, 2015, the Company converted to a Maryland corporation and changed its name to Credit Suisse Park View BDC, Inc. (the Conversion). On February 2, 2015, the Company elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act). We intend to elect to be treated for U.S. federal income tax purposes, and have qualified as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).
In connection with the Conversion, all common units were converted to common shares at a ratio of 1.0 common share to 1.0 unit. Accordingly, earnings and other per unit data in the accompanying consolidated financial statements and related notes give retroactive effect to the Conversion.
The Company was formed primarily to lend to and selectively invest in middle-market companies in the United States. The Companys investment objective is to generate current income and to a lesser extent, capital appreciation through debt and equity investments. The Company invests in secured debt (including first and second lien senior loans), unsecured debt (including mezzanine debt), and to a lesser extent, equity securities of middle-market U.S. companies.
On August 4, 2015, the Company formed Clocktower Home, LLC, Clocktower Rise, LLC and Clocktower North, LLC as wholly-owned subsidiaries. The financial statements of these entities are consolidated into the financial statements of the Company. All significant intercompany balances and transactions have been eliminated through consolidation.
Credit Suisse Asset Management, LLC (CSAM or the Adviser), an indirect, wholly-owned subsidiary of Credit Suisse, is the investment adviser of the Company pursuant to an investment advisory agreement (the Adviser Agreement). CSAM is a registered investment adviser under the Investment Advisers Act of 1940, as amended.
As a BDC, the Company is required to comply with certain regulatory requirements. For instance, as a BDC, the Company must not acquire any assets other than qualifying assets specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of total assets are qualifying assets. Qualifying assets include investments in eligible portfolio companies. Under the 1940 Act, the term eligible portfolio company includes all domestic operating companies that are (i) private operating companies and (ii) operating companies whose securities are not listed on a national securities exchange, and certain public operating companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million.
2. | Significant Accounting Policies |
Basis of Presentation
The accompanying consolidated financial statements are expressed in U.S. dollars and have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. The Company is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 946, Financial Services
14
Investment Companies. The preparation of financial statements in conformity with U.S. 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. Such amounts could differ from those estimates and such differences could be material. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included.
The accompanying financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on quarterly reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are not required for interim reporting and are omitted. In the opinion of management, the unaudited interim financial results included herein contain all adjustments and reclassifications that are necessary for the fair presentation of financial statements for the period included herein. These financial statements should be read in conjunction with the Companys annual report on Form 10-K for the year ended December 31, 2015, which was filed with the U.S. Securities and Exchange Commission (SEC) on March 1, 2016.
Consolidation
In accordance with Regulation S-X Article 6.03 and ASC Topic 810 - Consolidation, the Company generally will not consolidate its interest in any operating company other than in investment company subsidiaries, certain financing subsidiaries, and controlled operating companies substantially all of whose business consists of providing services to the Company.
Investment Transactions
The Company records investment transactions purchased on a secondary basis on trade date. Loan originations are recorded on the date of the binding commitments, which is generally the funding date. Investments purchased on a when-issued or delayed delivery basis may settle a month or more from the trade date. Such investments are subject to market fluctuations during this period.
Investments
The Company carries its investments at fair value. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments are measured at fair value by the Adviser and determined in good faith by the Board of Directors.
Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See note 4 Fair Value Measurements.
The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Companys investments in portfolio companies. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.
With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by the Board of Directors contemplate a multi-step valuation process each quarter, as described below:
| The Companys valuation process will begin with each portfolio company or investment being valued preliminarily by the Adviser with such valuation taking into account the financial performance of the portfolio company or investment, feedback from management on the portfolio companys operations, general market conditions and other factors. This preliminary valuation conclusion will then be submitted on a quarterly basis to an independent valuation firm engaged by the Board of Directors to provide an opinion on a final range of values for each portfolio company or investment; |
15
| once preliminary valuations have been reviewed and vetted, they will be submitted to the Advisers valuation committee (the Valuation Committee) for discussion and final documentation; |
| the Valuation Committee will review these valuations, and, if applicable, will respond and supplement the preliminary valuation to reflect any of their comments; and |
| the Adviser will present the Valuation Committees recommendations to the Board of Directors for its review and approval. |
Fiscal Year End
The Companys fiscal year ends on December 31.
Interest Income Recognition
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts and premiums to par value on securities purchased are accreted or amortized into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon managements judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are made current and, in managements judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Some of our investments may have contractual payment in kind (PIK) interest. PIK interest computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest receivable (reflecting such amounts as the basis in the additional securities received). PIK interest generally becomes due at the maturity of the investment or upon the investment being called by the issuer. At the point that management believes PIK interest is not expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is reversed from the related receivable through interest income, respectively. PIK interest previously capitalized is not reversed. Upon capitalization, PIK interest is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if management again believes that PIK interest is expected to be realized.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies by the Adviser. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but generally include syndication, structuring or diligence fees, and fees for providing managerial assistance to our portfolio companies.
In certain instances, where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, all or a portion of any loan fees received by the Company in such situations will be deferred and amortized over the life of the investment using the effective interest method.
16
Dividend income, if any, is recognized on an accrual basis to the extent the Company expects to collect such amount.
Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss
We generally measure realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized origination or commitment fees and prepayment penalties. The net change in unrealized gain or loss reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gain or loss, when gains or losses are realized.
Reimbursement of Transaction-Related Expenses
The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are expected to be reimbursed by third-parties, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The cost of successfully completed investments not otherwise reimbursed are borne by the Company and included as a component of the investments cost basis. Subsequent to closing, investments are recorded at fair value at each reporting period.
Cash advances received in respect of transaction-related expenses are recorded as cash and cash equivalents with an offset to other liabilities or payables to affiliates. Other liabilities or payables to affiliates that are not reimbursable expenses are incurred.
Financial and Derivative Instruments
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 current period earnings.
In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Companys volume of derivative trading activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management policies. The number of warrants as listed on the Schedule of Investments is an indication of the average open contracts held through the period.
Cash and Cash Equivalents
Cash and cash equivalents may consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash and cash equivalents are carried at cost which approximates fair value. The Company deposits its cash and cash equivalents with a highly-rated banking institution and, at times, cash deposits may exceed the insured limits under applicable laws.
Deferred Financing Costs
Financing costs for the Credit Agreement (as defined in note 10) are capitalized and amortized over the life of the related debt instrument using the straight-line method.
Income Taxes
The Company intends to elect to be treated for U.S. federal income tax purposes, and has qualified as a RIC under Subchapter M of the Code for the taxable year ended December 31, 2015. So long as the Company continues to qualify as a RIC, it generally will not pay corporate-level U.S. federal income taxes or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as distributions. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Companys stockholders and will not be reflected in the financial statements of the Company. The tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year.
17
Clocktower Home, LLC and Clocktower Rise, LLC have elected to be taxable entities (the Taxable Subsidiaries) and as such may generate an income tax liability.
Prior to January 30, 2015, the Company was a disregarded entity for U.S. federal income tax purposes. Accordingly, no provision for federal, state or local income taxes has been provided. Prior to January 1, 2015, the non-managing member of the Company is liable for income taxes, if any, on its share of the Companys taxable income.
The Adviser evaluates tax positions taken or expected to be taken in the course of preparing the Companys financial statements to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions with respect to tax at the Company level not deemed to meet the more-likely-than-not threshold would be recorded as an expense in the current year. The Advisers conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. The Company has concluded that it does not have any uncertain tax positions that meet the recognition or measurement criteria of ASC 740 for the current period.
3. | Investments |
Investments consisted of the following:
March 31, 2016 (Unaudited) | ||||||||
Investment Type | Cost | Fair Value | ||||||
|
||||||||
First Lien/Senior Secured Loans |
$ | 175,615,519 | $ | 164,935,158 | ||||
First Lien/Last-Out Unitranche |
112,109,578 | 101,856,883 | ||||||
Second Lien/Senior Secured Loans |
41,212,881 | 40,072,525 | ||||||
Partnership Interest |
11,828,643 | 12,023,387 | ||||||
|
||||||||
Total Investments |
$ | 340,766,621 | $ | 318,887,953 | ||||
|
December 31, 2015 | ||||||||
Investment Type | Cost | Fair Value | ||||||
|
||||||||
First Lien/Senior Secured Loans |
$ | 182,226,165 | $ | 176,293,926 | ||||
First Lien/Last-Out Unitranche |
112,491,625 | 108,557,626 | ||||||
Second Lien/Senior Secured Loans |
41,560,883 | 40,863,775 | ||||||
Partnership Interest |
11,828,642 | 12,023,387 | ||||||
|
||||||||
Total Investments |
$ | 348,107,315 | $ | 337,738,714 | ||||
|
The industry composition of the portfolio at fair value was as follows:
Industry | March 31, 2016 (Unaudited) | |||
|
||||
Aerospace & Defense |
7.27% | |||
Automotive |
5.99 | |||
Capital Equipment |
2.99 | |||
Chemicals, Plastics & Rubber |
3.76 | |||
Construction & Building |
3.26 | |||
Consumer Goods: Non-Durable |
0.39 | |||
Energy: Oil & Gas |
1.93 | |||
Healthcare & Pharmaceuticals |
18.76 | |||
High Tech Industries |
9.60 | |||
Hotel, Gaming & Leisure |
6.76 | |||
Media: Advertising, Printing & Publishing |
6.09 | |||
Media: Diversified & Production |
5.35 | |||
Metals & Mining |
3.60 | |||
Services: Business |
17.35 | |||
Services: Consumer |
2.99 | |||
Transportation: Cargo |
3.91 | |||
|
||||
Total |
100.00% | |||
|
18
Industry | December 31, 2015 | |||
|
||||
Aerospace & Defense |
6.90% | |||
Automotive |
5.66 | |||
Capital Equipment |
2.89 | |||
Chemicals, Plastics & Rubber |
3.55 | |||
Construction & Building |
3.10 | |||
Consumer Goods: Non-Durable |
0.37 | |||
Energy: Oil & Gas |
3.07 | |||
Healthcare & Pharmaceuticals |
16.24 | |||
High Tech Industries |
10.90 | |||
Hotel, Gaming & Leisure |
9.45 | |||
Media: Advertising, Printing & Publishing |
5.79 | |||
Media: Diversified & Production |
5.06 | |||
Metals & Mining |
3.61 | |||
Services: Business |
16.40 | |||
Services: Consumer |
2.89 | |||
Transportation: Cargo |
4.12 | |||
|
||||
Total |
100.00% | |||
|
4. | Fair Value Measurements |
Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in fair value pricing our investments include, as relevant: (i) available current market data, including relevant and applicable market trading and transaction comparables, (ii) applicable market yields and multiples, (iii) security covenants, (iv) call protection provisions, (v) the nature and realizable value of any collateral, (vi) the portfolio companys ability to make payments, (vii) its earnings and discounted cash flows, (viii) the markets in which the portfolio company does business, (ix) comparisons of financial ratios of peer companies that are public, and (x) mergers and acquisitions comparables and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.
The Company follows ASC 820, Fair Value Measurement, (ASC 820) for measuring the fair value of investments in portfolio companies. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments complexity. The Companys fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial investments recorded at fair value in the financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:
| Level 1Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. |
| Level 2Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or |
19
liabilities in non-active markets including actionable bids from third-parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities. |
| Level 3Valuations based on significant inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon managements assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation and amortization (EBITDA) multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence. |
In addition to using the above inputs in investment valuations, the Company employs the valuation policy approved by the Board of Directors that is consistent with ASC 820 (see note 2). Consistent with the Companys valuation policy, the Company evaluates the source of inputs, including any markets in which the Companys investments are trading, in determining fair value, in good faith.
The following table presents the fair value measurements of the Companys total investments, by major class according to the fair value hierarchy, as of March 31, 2016 and December 31, 2015:
Fair Value Hierarchy at March 31, 2016 (Unaudited)
Investment Type | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
|
||||||||||||||||
First Lien/Senior Secured Loans |
$ | - | $ | - | $ | 164,935,158 | $ | 164,935,158 | ||||||||
First Lien/Last-Out Unitranche |
- | - | 101,856,883 | 101,856,883 | ||||||||||||
Second Lien/Senior Secured Loans |
- | 5,850,000 | 34,222,525 | 40,072,525 | ||||||||||||
Partnership Interest |
- | - | 12,023,387 | 12,023,387 | ||||||||||||
|
|
|||||||||||||||
Total |
$ | - | $ | 5,850,000 | $ | 313,037,953 | $ | 318,887,953 | ||||||||
|
|
Fair Value Hierarchy at December 31, 2015
Investment Type | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
|
||||||||||||||||
First Lien/Senior Secured Loans |
$ | - | $ | - | $ | 176,293,926 | $ | 176,293,926 | ||||||||
First Lien/Last-Out Unitranche |
- | - | 108,557,626 | 108,557,626 | ||||||||||||
Second Lien/Senior Secured Loans |
- | 5,910,000 | 34,953,775 | 40,863,775 | ||||||||||||
Partnership Interest |
- | - | 12,023,387 | 12,023,387 | ||||||||||||
|
|
|||||||||||||||
Total |
$ | - | $ | 5,910,000 | $ | 331,828,714 | $ | 337,738,714 | ||||||||
|
|
20
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value for the three months ended March 31, 2016:
For the Three Months Ended March 31, 2016 (Unaudited)
|
||||||||||||||||||||
|
||||||||||||||||||||
First Lien/Senior Loans |
First Lien/ Last-Out Unitranche |
Second Lien/Senior Loans |
Partnership Interest |
Total | ||||||||||||||||
Balance as of December 31, 2015 |
$ | 176,293,926 | $ | 108,557,626 | $ | 34,953,775 | $ | 12,023,387 | $ | 331,828,714 | ||||||||||
Purchase of investments, net | 5,192,639 | 8,633 | - | - | 5,201,272 | |||||||||||||||
Proceeds from sales of investments, net | (12,041,311) | (446,509) | (375,000) | - | (12,862,820) | |||||||||||||||
Interest-income paid-in-kind investments |
70,118 | - | - | - | 70,118 | |||||||||||||||
Amortization of premium/accretion of discount on investments, net | 116,771 | 55,829 | 25,100 | - | 197,700 | |||||||||||||||
Net realized gain/(loss) on investments | 51,139 | - | - | - | 51,139 | |||||||||||||||
Net change in unrealized appreciation (depreciation) on investments | (4,748,124) | (6,318,696) | (381,350) | - | (11,448,170) | |||||||||||||||
|
||||||||||||||||||||
Balance as of March 31, 2016 | $ | 164,935,158 | 101,856,883 | $ | 34,222,525 | 12,023,387 | $ | 313,037,953 | ||||||||||||
|
||||||||||||||||||||
Net change in unrealized depreciation from level 3 investments still held as of March 31, 2016 | $ | (4,798,114) | $ | (6,319,449) | $ | (400,368) | $ | - | $ | (11,517,931) | ||||||||||
|
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value for the three months ended March 31, 2015:
For the Three Months Ended March 31, 2015 (Unaudited)
|
||||||||||||||||
|
||||||||||||||||
Senior Secured Loans |
Partnership Interest | Royalty Interest | Total | |||||||||||||
Balance as of December 31, 2014 |
$ | 247,638,275 | $ | 998,300 | $ | 465,000 | $ | 249,101,575 | ||||||||
Purchase of investments, net | 23,151,523 | 55,080 | - | 23,206,603 | ||||||||||||
Proceeds from investments, net | (1,296,636) | - | - | (1,296,636) | ||||||||||||
Interest-income paid-in-kind investments |
188,992 | - | - | 188,992 | ||||||||||||
Amortization of premium/accretion of discount on investments, net | 275,163 | - | - | 275,163 | ||||||||||||
Net change in unrealized appreciation (depreciation) on investments | (6,618,336) | (27,929) | (314,974) | (6,961,239) | ||||||||||||
|
||||||||||||||||
Balance as of March 31, 2015 | $ | 263,338,981 | $ | 1,025,451 | $ | 150,026 | $ | 264,514,458 | ||||||||
|
||||||||||||||||
Net change in unrealized depreciation from level 3 investments still held as of March 31, 2015 | $ | (6,618,336) | $ | (27,929) | $ | (314,974) | $ | (6,961,239) | ||||||||
|
The Company typically determines the fair value of its performing debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to current contractual interest rates, relative maturities and other key terms and risks associated with an investment. Among other factors, a significant determination of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company.
21
Significant unobservable quantitative inputs typically used in the fair value measurement of the Companys Level 3 investments primarily reflect current market yields, including indices, and readily available quotes from brokers, dealers, and pricing services as indicated by comparable assets and liabilities, as well as enterprise values and EBITDA multiplies of similar companies and comparable market transactions for equity services.
For the three months ended March 31, 2016 and March 31, 2015, there were no transfers in or out of Level 1, Level 2, or Level 3. The Company recognizes transfers between levels at the beginning of the period.
The following table shows the composition of the Companys portfolio by unobservable inputs used to value the Companys Level 3 investments and liabilities at March 31, 2016 and December 31, 2015. The table presents the ranges of significant unobservable inputs used to value the Companys Level 3 investments and liabilities. These ranges represent the significant unobservable inputs that were used in the valuation of each type of Level 3 investment. The ranges of these inputs are not representative of the appropriate inputs to use when calculating the fair value of any one Level 3 investment:
Level 3 Unobservable inputs at March 31, 2016 (Unaudited)
Investment Type | Fair Value at March 31, 2016 |
Valuation Methodology | Unobservable Inputs | Range (Weighted Average) | Impact to Valuation from an increase to input | |||||||
First Lien/Senior Secured Loans |
$ | 164,935,158 | Income Approach | Market Yield | 8.97% - 18.44% (11.73%) | Decrease | ||||||
First Lien/Last-Out Unitranche | 101,856,883 | Income Approach | Market Yield | 8.65% - 12.71% (10.49%) | Decrease | |||||||
Second Lien/Senior Secured Loans | 34,222,525 | Income Approach | Market Yield | 10.64% - 16.81% (12.88%) | Decrease | |||||||
Partnership Interest | 12,023,387 | Market Approach | LTM EBITDA Multiple | N/A | N/A | |||||||
|
|
|||||||||||
Total |
$ | 313,037,953 | ||||||||||
|
|
Level 3 Unobservable inputs at December 31, 2015
Investment Type | Fair Value at December 31, 2015 |
Valuation Methodology |
Unobservable Inputs | Range (Weighted Average) | Impact to Valuation from an increase to input | |||||||
|
|
|
|
|
|
| ||||||
First Lien/Senior Secured Loans |
$ | 176,293,926 | Income Approach | Market Yield | 8.00% - 18.39% (12.05%) | Decrease | ||||||
First Lien/Last-Out Unitranche |
108,557,626 | Income Approach | Market Yield | 9.09% - 13.21% (10.90%) | Decrease | |||||||
Second Lien/Senior Secured Loans |
34,953,775 | Income Approach | Market Yield | 11.24% - 15.56% (13.25%) | Decrease | |||||||
Partnership Interest |
12,023,387 | Market Approach | LTM EBITDA | N/A | N/A | |||||||
|
|
|||||||||||
Total |
$ | 331,828,714 | ||||||||||
|
|
Any increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs used in deriving bid-ask spreads, if applicable, could result in a significantly lower or higher fair value measurement for such investments.
Other Financial Instruments
Revolving Credit Facility: The fair value of the Companys revolving credit facility, which is categorized as Level 3 within the ASC 820 fair value hierarchy as of March 31, 2016 and December 31, 2015, respectively, approximates its carrying value as the outstanding balance is callable at carrying value.
Other Financial Assets and Liabilities: The carrying amounts of the Companys assets and liabilities, other than investments at fair value, approximate fair value due to their short maturities or their close proximity of the originations to the measurement date. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1, while the Companys other financial assets and liabilities, other than investments at fair value and debt, are classified as Level 2.
22
5. | Agreements and Related Party Transactions |
Management Fee
On September 5, 2014, the Company entered into the Advisory Agreement with the Adviser, pursuant to which the Adviser manages the Companys investment program and related activities. The Advisory Agreement was subsequently amended on December 2, 2014.
For the period from September 5, 2014 through December 31, 2015, the management fee is payable monthly in arrears at an annual rate of 1.75% of the Companys average gross assets (excluding cash and cash equivalents, but including assets purchase with borrowed amounts) at the end of each of the two most recently completed calendar months. Thereafter, the management fee will be payable quarterly in arrears, at an annual rate of 1.75% of an amount equal to the average of the Companys average gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. However, until such time, if any, as the Companys shares are listed on a national securities exchange (the Listing), the Adviser will waive its right to receive 0.25% of the Management Fee such that the annual rate at which the Management Fee is calculated is 1.50% of the Companys average gross assets at the end of the two most recently completed calendar quarters. The Adviser will not have the right to recover any amounts waived. Such fee waiver shall terminate if and when a listing occurs. For the three months ended March 31, 2016 and for the three months ended March 31, 2015, the Adviser earned $1,453,298 and $1,164,381 in Management Fees, respectively, and waived $207,614 and $166,340, respectively, pursuant to the Advisory Agreement. The waiver of base management fees by the Adviser is permanent and not subject to recoupment by the Adviser. As of March 31, 2016 and December 31, 2015, $1,245,684 and $904,497, respectively, were payable to the Adviser.
Incentive Fees
The incentive fee (Incentive Fee) is calculated pursuant to the Advisory Agreement and consists of two parts, as follows:
Income-Based Component: Commencing with the quarter ended September 30, 2014, the Company pays the Adviser an Incentive Fee quarterly in arrears by reference to the Companys aggregate pre-incentive fee net investment income, as adjusted, from the immediately preceding calendar quarter. The aggregate pre-incentive fee net investment income at the immediately preceding calendar quarter (the Ordinary Income), expressed as a rate of return on the value of the Companys net assets at the end of the immediately preceding calendar quarter, will be compared to a performance threshold of 1.75% per quarter (7% annualized). Ordinary Income means consolidated interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees but excluding fees for providing significant managerial assistance) accrued by us during the calendar quarter, minus our operating expenses for the quarter (including the Management Fee, any expenses whether incurred directly by us or incurred by the Adviser on our behalf, including expenses under any Placement Agent Agreement and any administration agreement with an administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee (both on income and capital gains). Ordinary Income includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities), consolidated accrued income that we have not yet received in cash. Ordinary Income does not include any realized capital gains, realized capital losses or unrealized capital depreciation. Pre-incentive fee net investment income is net of all Company fees and expenses, including the Management Fee but excluding any Incentive Fee paid.
The Company pays the Adviser an Incentive Fee with respect to the Companys Ordinary Income in each calendar quarter as follows:
a. | No Incentive Fee in any calendar quarter in which the Ordinary Income does not exceed the hurdle rate; |
b. | 100% of the Ordinary Income with respect to that portion of such Ordinary Income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and |
23
c. | 20% of the amount of the Ordinary Income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized). |
These calculations are appropriately prorated for any period of less than three months and appropriately adjusted for any share issuances or repurchases during the current quarter.
For the three months ended March 31, 2016 and for the three months ended March 31, 2015, the Adviser earned $835,235 and $709,356, respectively, in Incentive Fees. As of March 31, 2016 and December 31, 2015, the Company has accrued incentive fees in the amount of $835,235 and $1,133,783, respectively.
Capital Gains-Based Component: At the end of each calendar year (or upon termination of the Advisory Agreement, as applicable), the Company will pay the Adviser, in arrears, an Incentive Fee equal to 20% of the difference, if positive, of the sum of the Companys aggregate realized capital gains, if any, computed net of the Companys aggregate realized capital losses, if any, and the Companys aggregate unrealized capital depreciation, if any, in each case from the beginning of the Annual Period (defined below) until the end of such annual period. Unrealized capital gains are excluded from this calculation. Each period beginning on January 1 of each calendar year and ending on December 31 of the calendar year or, in the case of the Companys first and last year, the appropriate portion thereof is referred to as an Annual Period. The capital gains-based Incentive Fee commenced with the 2014 annual period. For financial statement purposes, the second part of the incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation. For the three months ended March 31, 2016 and March 31, 2015, no accrual was required.
Officers and Directors
Certain officers and a director of the Company are also officers and a director of Credit Suisse or its affiliates. These officers and this director are paid no fees by the Company for serving as an officer or director of the Company.
For the three months ended March 31, 2016 and March 31, 2015, the independent directors of the Company received $6,000 and $2,000, respectively, in compensation for services as an independent director of the Company.
Administration and Custodian Agreement
The Company has entered into a co-administration agreement with the Adviser (the Co-Administration Agreement) and an administration agreement with State Street Bank and Trust Company (the Administrator) under which the Adviser and/or the Administrator provides various accounting and administrative services to the Company. Administrative services may include maintenance of the Companys books and records, processing of investor transactions, calculation of the net asset value and payments of the Companys fees and expenses. To the extent that the Administrator outsources any of its functions, the Administrator will pay any compensation associated with such functions. The Administrator also serves as the Companys custodian. For the three months ended March 31, 2016 and for the three months ended March 31, 2015, the Company incurred expenses for services provided by the Administrator of $134,421 and $110,195, respectively. As of March 31, 2016 and December 31, 2015, $326,050 and $191,629 remained payable, respectively, and is included within accrued expenses and other liabilities on the statements of assets and liabilities.
Transfer Agent Fees
Effective with the Conversion, American Stock Transfer & Trust Company, LLC became the Companys transfer agent, distribution paying agent and registrar.
As of March 31, 2016 and December 31, 2015, Credit Suisse Alternative Capital, LLC, an affiliate of Credit Suisse owned 94% of the Company, respectively.
24
6. Net Assets
On September 5, 2014, CSAC made an approximately $221.1 million capital contribution to the Company.
For the three months ended March 31, 2016, the Company issued the following shares through its monthly subscription process:
Month | Shares Issued |
Per Share Net Asset Value |
Subscription | |||||
March 31, 2015(1) |
608,523 | $ | 10.09 | $ 6,140,000 | ||||
April 30, 2015 |
449,754 | $ | 10.15 | $ 4,565,000 | ||||
May 29, 2015 |
90,998 | $ | 10.22 | $ 930,000 | ||||
June 30, 2015 |
4,361 | $ | 10.09 | $ 44,000 | ||||
July 31, 2015 |
31,988 | $ | 10.16 | $ 325,000 | ||||
August 31, 2015 |
4,888 | $ | 10.23 | $ 50,000 | ||||
September 30, 2015 |
4,960 | $ | 10.08 | $ 50,000 | ||||
October 31, 2015 |
109,127 | $ | 10.08 | $ 1,100,000 | ||||
November 30, 2015 |
- | $ | 10.01 | $ - | ||||
December 31, 2015 |
- | $ | 9.42 | $ - | ||||
March 31, 2016 |
- | $ | 8.94 | $ - |
(1) | Commencement of offering on March 20, 2015. |
The Companys authorized stock consists of 198,000,000 shares of common stock, par value $0.01 per share, and 2,000,000 shares of preferred stock, par value $0.01 per share.
The Board of Directors has the authority to suspend our continuous public offering at any time.
7. | Dividends and Distributions |
The Company intends to pay quarterly dividends to its common stockholders from its net income. Such dividends are accrued for and recorded on the pay-date. The amount to be paid out as a dividend is determined by the Board of Directors and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would be generally distributed at least annually. Through March 31, 2016, the Company paid the following dividends:
Rate per Share | Declaration Date | Record Date | Pay-Date | |||
$0.1950 | June 15, 2015 | June 15, 2015 | June 30, 2015 | |||
$0.2239 | September 23, 2015 | September 23, 2015 | September 30, 2015 | |||
$0.4964 | December 23, 2015 | December 23, 2015 | December 31, 2015 | |||
$0.1600 | March 23, 2016 | March 23, 2016 | March 31, 2016 |
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any dividends declared in cash on behalf of stockholders, unless a stockholder elects to receive cash. As a result, if the Board of Directors authorizes, and declares a cash dividend, the stockholders who have not opted out of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Companys common stock, rather than receiving the cash dividend. The number of newly issued shares is determined on the pay-date by dividing the aggregate dollar amount of the distribution by the net asset value per share as determined on or as of the applicable pay-date. For the three months ended March 31, 2016, the Company issued 6,464 shares under the dividend reinvestment plan.
8. | Earnings per Share |
In accordance with the provisions of ASC Topic 260 Earnings Per Share (ASC 260), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.
25
The following information sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2016 (unaudited) and for the three months ended March 31, 2015 (unaudited).
For the Three Months Ended March 31, |
||||||||
2016 | 2015 | |||||||
Numerator for basic and diluted earnings per share - decrease in net assets from operations | $ | (7,551,133) | $ | (2,986,488) | ||||
Denominator for basic and diluted earnings per share - weighted average shares outstanding | 23,456,049 | 22,324,078 | ||||||
Basic and diluted earnings per share |
$ | (0.32) | $ | (0.13) |
Diluted earnings per share equal basic earnings per share because there were no common stock equivalents outstanding during the periods presented.
9. | Organization Costs and Offering Costs |
Organization costs are expensed as incurred by the Company.
The Adviser bears all operating and overhead expenses incurred in connection with the management of the Company with regard to the salaries and wages of the Advisers officers and employees attributable to the Company.
Offering costs are borne by the Company and charged as an expense over a 12-month period up to a maximum amount of $1.5 million upon receipt of a formal commitment of external capital. Any offering costs in excess of $1.5 million will be borne by the Adviser, without reimbursement from us. On March 31, 2015, the Company received formal commitment of external capital.
10. | Revolving Credit Facility |
The Company entered into a senior secured revolving credit agreement (the Credit Agreement) on October 31, 2014 with Capital One, N.A., as administrator and various lenders under which the Company could borrow an aggregate principal amount of $75 million (the Facility Amount) for the financing of investments. On January 14, 2015, pursuant to the terms of the Credit Agreement, the Company increased the Facility Amount to $125 million. On April 2, 2015 and July 7, 2015, the Company further increased the Facility Amount to $230 million in total. As of March 31, 2016, the Credit Agreement provided for borrowings in the aggregate amount of $230 million, with an accordion feature permitting the Company to seek an increase of the Facility Amount of up to $300 million, subject to certain conditions. The senior secured revolving credit facility under the Credit Agreement is referred to herein as the Revolving Credit Facility. Interest is charged at the 3 month LIBOR rate, plus 2.75%. The interest rate, year to date, has ranged from 3.02% to 3.37% (average 3.32%). The Company shall pay to the lender a structuring fee equal to 0.25% of the Facility Amount. The Company will also pay to the lender a commitment fee equal to 0.75% of the commitment provided by the lender. The Credit Agreement is set to mature five years from the closing date of the senior secured revolving credit facility. As of March 31, 2016 and December 31, 2015, the Company had outstanding borrowings of $116,500,000 and $125,000,000, respectively. Costs of $2,237,500 were incurred in connection with obtaining and amending the Credit Agreement, which have been recorded as deferred financing costs on the statements of assets and liabilities and are being amortized into expense using the straight-line method over the life of the Credit Agreement.
Capitalized terms used but not defined herein have the meaning assigned to them in the Credit Agreement.
26
The summary information of the Credit Agreement for the three months ended March 31, 2016 (unaudited) and for the three months ended March 31, 2015 (unaudited):
For the Three Months Ended March 31, |
||||||||
2016 | 2015 | |||||||
Credit facility expenses |
$ | | $ | 119,926 | ||||
Interest expense |
944,733 | 302,901 | ||||||
Amortization on borrowings |
118,169 | 63,362 | ||||||
Line of credit administrative fees |
25,000 | 25,000 | ||||||
Unused line of credit fees |
148,423 | 72,198 | ||||||
|
|
|
|
|||||
Total Interest and Credit Facility Fees |
$ | 1,236,325 | $ | 583,387 | ||||
|
|
|
|
|||||
Weighted average interest rate |
3.32% | 2.97% | ||||||
Average outstanding balance |
$ | 112,565,934 | $ | 40,766,667 |
The Credit Agreement includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants requiring:
i. | Asset coverage ratio of no less than 2 to 1 on the last day of any fiscal quarter; |
ii. | Interest Coverage Ratio to be less than 1.5 to 1.0 as of the last day of any fiscal quarter; |
iii. | Leverage Ratio shall not to exceed 1.0 to 1.0 as of the last day of any fiscal quarter; |
iv. | Total assets under management of no less than the sum of (i) 75% of the assets under management by the Borrower (by principal balance) as of the Effective Date and (ii) 75% of any equity raised by the Borrower after the Effective Date (other than proceeds of any distribution reinvestment plan used to redeem or repurchase Equity Interests of the Borrower); and |
v. | The Net Worth shall be no less than the greater of (i) $150,000,000 or (ii) 75% of its initial capitalization on the Effective Date. |
The Credit Agreement is secured by a first-priority security interest in all of the assets of the Company. Proceeds from borrowing may be used for general corporate purposes, including funding of portfolio investments.
11. | Tax Information |
The Company intends to elect to be treated for U.S. federal income tax purposes, and has qualified as a RIC under Subchapter M of the Code. So long as the Company continues to qualify as a RIC, it generally will not pay corporate-level U.S. federal income taxes or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as distributions.
As of March 31, 2016 and December 31, 2015, the Companys aggregate unrealized appreciation and depreciation on investments based on cost for U.S. federal income tax purposes were as follows:
March 31, 2016 (Unaudited) |
December 31, 2015 | |||||||
Tax cost |
$ | 340,766,621 | $ | 350,616,136 | ||||
Gross unrealized appreciation |
$ | 441,649 | $ | 81,566 | ||||
Gross unrealized depreciation |
$ | (22,320,317) | $ | (12,958,988) | ||||
Net unrealized investment depreciation on investments |
$ | (21,878,668) | $ | (12,877,422) |
As of December 31, 2015, the difference between GAAP-basis and tax-basis unrealized gains (losses) is primarily attributable to defaulted loans on accrual.
The Taxable Subsidiaries have elected to be taxable entities and are not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of its ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Companys consolidated financial statements.
27
12. | Market and Credit Risks |
The Companys investing activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The significant types of financial risks to which the Company is exposed are market risk and credit risk.
A. Market RiskMarket risk encompasses the potential for both losses and gains and includes interest rate risk and price risk. The Companys market risk management strategy is driven by the Companys investment objective.
i. Interest Rate RiskThe Company invests in fixed-income securities. Any change to the interest rates relevant for particular securities may result in the Adviser being unable to secure similar returns on the expiration of contracts or the sale of securities. In addition, changes to prevailing rates or changes in expectations of future rates may result in an increase or decrease in the value of the securities held. In general, if interest rates rise, the value of the debt securities will decline. A decline in interest rates will in general have the opposite effect.
ii. Price RiskPrice risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, or its issuer, or by any factor affecting financial instruments traded in the market. As the Companys financial instruments are carried at fair value with fair value changes recognized in the statements of operations, all changes in market conditions will directly affect net assets.
B. Credit RiskCredit risk is the risk that a counterparty to or an issuer of a financial instrument will cause a financial loss to the other party by failing to discharge an obligation.
Debt securities are subject to the risk of the issuers or a guarantors inability to meet principal and interest payments on its obligations and are subject to price volatility due to factors such as interest rate sensitivity, market perception of the creditworthiness of the issuer, and general market liquidity. The Company may invest in non-investment grade and unrated securities. Non-investment grade debt securities have historically experienced greater default rates than investment grade securities.
28
13. | Financial Highlights |
The following is the financial highlights for a share of common stock outstanding during the three months ended March 31, 2016 and for the three months ended March 31, 2015.
For the three months ended March 31, 2016 (Unaudited) |
For the three months ended March 31, 2015 (Unaudited) |
|||||||
Per Share Data:(1) |
| |||||||
Net asset value, beginning of period |
$ | 9.42 | $ | 10.23 | ||||
Net investment income (loss) |
0.17 | 0.18 | ||||||
Net realized/unrealized gains (losses) |
(0.49) | (0.32) | ||||||
|
|
|
|
|||||
Net increase (decrease) in net assets resulting from operations | (0.32) | (0.14) | ||||||
|
|
|
|
|||||
Dividend declared from: |
| |||||||
Net investment income |
(0.16) | | ||||||
|
|
|
|
|||||
Net asset value, end of period |
$ | 8.94 | $ | 10.09 | ||||
|
|
|
|
|||||
Shares outstanding, end of period |
23,460,311 | 22,722,999 | ||||||
Total return(2) |
(3.40)% | (1.37)% | ||||||
Ratio/Supplemental Data (all amounts in thousands except ratios): |
| |||||||
Net assets, end of period |
$ | 209,728 | $ | 229,296 | ||||
Average debt per share |
$ | 4.80 | $ | 1.79 | ||||
Ratio of total expenses to average net assets(3) |
7.2% | 4.1% | ||||||
Ratio of net expenses to average net assets(3) |
6.8% | 3.8% | ||||||
Ratio of net investment income to average net assets before waiver(3) | 8.0% | 7.9% | ||||||
Ratio of net investment income to average net assets after waiver(3) | 8.4% | 8.2% | ||||||
Ratio of interest expenses to average net assets(3) |
2.3% | 1.0% | ||||||
Ratio of incentive fees to average net assets |
0.4% | 0.3% | ||||||
Portfolio turnover(4) |
1.6% | 0.6% | ||||||
Credit facility payable |
$ | 116,500 | $ | 63,000 | ||||
Asset coverage ratio(5) |
2.80 | 4.64 |
(1) | The per share data is derived by using the weighted average shares outstanding during the applicable period. |
(2) | The total return is calculated by taking the increase or decrease in net assets value per share, adding distributions per share declared during the period, assuming distributions reinvestment prices based on the net asset value per share on ex-date, and dividing by the beginning net asset value per share. |
(3) | Annualized except for incentive fees and organization expense. |
(4) | Not annualized. |
(5) | Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. |
29
14. | Commitments and Contingencies |
In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Companys maximum exposure under these agreements cannot be estimated, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on the Advisers experience, the Company expects the risk of loss to be remote. As of March 31, 2016 and December 31, 2015, no accrual has been recorded for these indemnifications in the financial statements.
The Companys investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draws, pursuant to which the Company may provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of March 31, 2016 and December 31, 2015, the Company had no unfunded uncommitted incremental capacity under loan and financing agreements.
15. | Subsequent Events |
In preparing the consolidated financial statements as of March 31, 2016, management considered the impact of subsequent events for potential recognition or disclosure in these consolidated financial statements through the release of the report. No such events requiring recognition or disclosure were identified through the date of the release of the report.
30
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Some of the statements in this quarterly report on Form 10-Q may constitute forward-looking statements because they relate to future events or our future financial conditions. Forward-looking statements are typically identified by words or phrases such as trend, opportunity, pipeline, believe, comfortable, expect, anticipate, current, intention, estimate, position, assume, potential, 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. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, but not limited to, statements as to:
| our future operating results; |
| our business prospects and the prospects of our portfolio companies; |
| changes in the economy; |
| risk associated with possible disruptions in our operations or the economy generally; |
| the effect of investments that we expect to make; |
| our contractual arrangements and relationships with third parties; |
| actual and potential conflicts of interest with Credit Suisse Asset Management, LLC (the Adviser) and its affiliates; |
| the dependence of our future success on the general economy and its effect on the industries in which we invest; |
| the ability of our portfolio companies to achieve their objectives; |
| the use of borrowed money to finance a portion of our investments; |
| the adequacy of our financing sources and working capital; |
| the timing of cash flows, if any, from the operations of our portfolio companies; |
| the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments; |
| the ability of the Adviser and its affiliates to attract and retain highly talented professionals; |
| our ability to qualify and maintain our qualification as a RIC and as a BDC; and |
| the effect of changes in laws or regulations affecting our operations or to tax legislation and our tax position. |
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, and we assume no obligation to update any such forward-looking statements. 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. You are advised to consult any additional disclosures that we may make directly to you 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.
Overview
Credit Suisse Park View BDC, Inc. (the Company, us, we or our), a Maryland corporation, is a closed-end, non-diversified investment management company that has elected to be regulated as a BDC under the 1940 Act. Our investment objective is to generate current income, and to a lesser extent, capital appreciation through direct investments in secured debt (including first and second lien senior secured loans), unsecured debt (including mezzanine debt) and, to a lesser extent, equity securities. We invest primarily in middle-market U.S. companies, which our Adviser believes are underserved by traditional lenders such as commercial banks and have limited access to public debt markets. The term middle-market generally refers to companies with earnings before interest expense, income tax expense, depreciation and amortization, or EBITDA, between $5 million and $75 million annually. The term mezzanine generally refers to a loan that ranks senior only to a borrowers equity securities and ranks junior in right of payment to all of such borrowers other indebtedness.
31
We make investments through both primary originations and open-market secondary purchases. We invest across a number of different industries. Our investments will typically have maturities between three and ten years and generally range in size between $5 and $50 million.
We were formed as Credit Suisse Corporate Credit Solutions, LLC, a Delaware limited liability company, on August 5, 2014, by the Asset Management business of Credit Suisse AG (together with its affiliated entities, Credit Suisse). On January 30, 2015, we converted to a Maryland corporation and changed our name to Credit Suisse Park View BDC, Inc. On February 2, 2015, we elected to be regulated as a BDC under the 1940 Act. We intend to elect to be treated for U.S. federal income tax purposes, and have qualified as a RIC under Subchapter M of the Code.
In order to expedite the ramp up of our investment activities and further our ability to meet our investment objective, on September 5, 2014, Credit Suisse Alternative Capital, LLC, an indirect, wholly owned subsidiary of Credit Suisse, made an approximately $221 million capital contribution to us. We then used the proceeds from the capital contribution to purchase from Credit Suisse Loan Funding LLC, an indirect, wholly owned subsidiary of Credit Suisse, an approximately $206 million portfolio of primarily senior secured loans, originated and structured by the CCS Team (as defined below) over the previous two and a half years while operating as part of the Global Credit Products business within the Investment Banking division of Credit Suisse using Credit Suisses proprietary capital. The CCS Team is comprised of the investment team of the Corporate Credit Solutions Group within the Credit Investments Group of the Asset Management business (and previously within the Global Credit Products business within the Investment Banking division) of Credit Suisse.
We are offering for sale on a continuous basis a maximum of $500 million of our common stock, $0.01 par value per share, at price that is equal to the current per share net asset value of our common stock, on a best efforts basis pursuant to a registration statement on Form N-2, as amended and supplemented from time to time (the Registration Statement) (File No. 333-198981), filed with the SEC under the Securities Act of 1933, as amended and supplemented (the Offering). On May 5, 2016, our Registration Statement was declared effective by the SEC. Credit Suisse Securities (USA), LLC, our affiliate, serves as the dealer manager of the Offering. As of March 31, 2016, we have sold $13.2 million of our common stock pursuant to the Offering.
We are externally managed by the Adviser, which is registered as an investment adviser with the SEC, pursuant to an investment advisory agreement. Under the investment advisory agreement, we have agreed to pay the Adviser a management fee as well as an incentive fee based on our investment performance. Also, under the Co-Administration Agreement that we entered into with the Adviser, the Adviser will bear all expenses in connection with the performance of its services under the co-administration agreement. Under the administration agreement that we entered into with State Street Bank and Trust Company, we will pay State Street Bank and Trust Company reasonable compensation, as may be agreed upon from time to time in writing.
As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in qualifying assets, including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, we are only allowed to borrow money such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing, with certain limited exceptions. To qualify as a RIC and maintain our RIC status, we will have to meet specified source-of-income and asset diversification requirements. To be eligible for RIC tax treatment under Subchapter M of the Code for U.S. federal income tax purposes, we are also required to distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, for the taxable year.
32
Portfolio Composition and Investment Activity
Portfolio Composition
As of March 31, 2016, our investment portfolio of $318.9 million (at fair value) consisted of investments in 28 portfolio companies, as compared to $337.7 million (at fair value) consisting of investments in 28 portfolio companies as of December 31, 2015. As of March 31, 2016 and December 31, 2015, our portfolio was composed as follows:
Type of Security | As of March 31, 2016 |
As of December 31, 2015 | ||
Senior Secured Loans |
||||
First Lien |
51.7% | 52.2% | ||
Unitranche and/or Criss-Cross Collateral |
32.0% | 32.1% | ||
Second Lien |
12.6% | 12.1% | ||
Total Senior Secured Loans |
96.3% | 96.4% | ||
Equity and Other |
3.7% | 3.6% |
As of March 31, 2016, 93.1% of our senior secured loan portfolio was invested in floating-rate debt, 3.2% was invested in fixed-rate debt, and the remainder in equity and other investments. As of December 31, 2015, 88.6% of our senior secured loan portfolio was invested in floating-rate debt, 7.8% was invested in fixed-rate debt, and the remainder in equity and other investments.
We originate and invest primarily in privately-held middle-market companies through secured debt (including first and second lien senior secured loans), unsecured debt (including mezzanine debt) and, to a lesser extent, equity securities. The composition of our investment portfolio as of March 31, 2016 and December 31, 2015 was as follows:
As of March 31, 2016 | As of December 31, 2015 | |||||||||||||||
Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||
Senior Secured - First Lien |
$ | 175,615,519 | $ | 164,935,158 | $ | 182,226,165 | $ | 176,293,926 | ||||||||
First Lien/Last - Out Unitranche |
112,109,578 | 101,856,883 | 112,491,625 | 108,557,626 | ||||||||||||
Senior Secured - Second Lien |
41,212,881 | 40,072,525 | 41,560,883 | 40,863,775 | ||||||||||||
Partnership Interest |
11,828,643 | 12,023,387 | 11,828,642 | 12,023,387 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Investments |
$ | 340,766,621 | $ | 318,887,953 | $ | 348,107,315 | $ | 337,738,714 | ||||||||
|
|
|
|
|
|
|
|
At March 31, 2016, our average portfolio company investment at amortized cost and fair value was approximately $11.8 million and $11.0 million, respectively, and our largest portfolio company investment by amortized cost and fair value was approximately $23.3 million and $23.2 million, respectively. At December 31, 2015, our average portfolio company investment at amortized cost and fair value was approximately $12.0 million and $11.6 million, respectively, and our largest portfolio company investment by amortized cost and fair value was approximately $23.4 million and $23.3 million, respectively.
The weighted average yield on all of our current debt investments at March 31, 2016 was approximately 10.3%, excluding payment in kind (PIK) interest. The weighted average yield on all of our current debt investments at December 31, 2015 was approximately 10.4% (10.3% excluding PIK interest). The weighted average yield was computed using the effective interest rates for all of our current debt investments to maturity from March 31, 2016 or December 31, 2015, respectively. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before payment of all of our fees and expenses. There can be no assurance that the weighted average yield will remain at its current level.
33
Investment Activity
During the three months ended March 31, 2016, we invested approximately $5.2 million (at fair value) in 1 portfolio company, including 1 new portfolio company, as compared to $241.6 million (at fair value) in 20 portfolio companies, including 14 new portfolio companies during fiscal year ended December 31, 2015. The 1 new investment during the three months ended March 31, 2016 was invested in first lien senior secured loans. Of the 14 new investments during fiscal year ended December 31, 2015, 99.1% were invested in senior secured loans, of which 63.0% were first lien, 17.5% were unitranche and/or criss-cross collateral debt loans, and 18.7% were second lien, and the remainder in equity and other investments.
Of the new debt investment, 100.0% was invested in floating-rate debt (at fair value) during three months ended March 31, 2016, as compared to 92.6% invested in floating-rate debt, 6.5% invested in fixed-rate debt, and the remainder in equity and other investments (at fair value) during fiscal year ended December 31, 2015. During the three months ended March 31, 2016 and fiscal year ended December 31, 2015, we received $12.9 million and $139.6 million, respectively, in proceeds from investments.
Our level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and equity capital to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.
Loans and Debt Securities on Non-Accrual Status
We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As of March 31, 2016, we had two loans on non-accrual status, which represent approximately 3.0% of the fair value of our portfolio. As of December 31, 2015, we had two loans on non-accrual status, which represents approximately 5.9% of the fair value of our portfolio.
Results of Operations for the Three Months Ended March 31, 2016 and 2015
Revenues
We generate revenue in the form of interest on the debt securities that we hold and distributions and capital gains on other interests that we may acquire in our portfolio companies. Our senior debt investments will generally have stated terms of three to ten years, and our subordinated debt investments will generally have stated terms of five to ten years. Our senior and subordinated debt investments typically bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums are capitalized and accreted or amortized as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. Investment income for three months ended March 31, 2016 and 2015 totaled $8.2 million and $6.7 million, respectively. The following shows the breakdown of investment income for the three months ended March 31, 2015 and 2014.
Three months ended March 31, 2016 |
Three months ended March 31, 2015 |
|||||||
Interest income |
$ | 8.0 | $ | 6.4 | ||||
PIK Interest and accretion |
0.2 | 0.3 | ||||||
Miscellaneous fees |
| | ||||||
|
|
|
|
|||||
Total |
$ | 8.2 | $ | 6.7 | ||||
|
|
|
|
34
The increase in investment income is due to increase in invested assets over the prior periods.
Expenses
Our primary annual operating expenses are the payment of investment advisory fees and the reimbursement of expenses under our Advisory Agreement and Co-Administration Agreement with the Adviser and our Administration Agreement with State Street Bank and Trust Company. The expenses borne by us include, among other things:
| all organizational expenses; |
| all offering expenses up to $1.5 million in aggregate; |
| the Management Fee and Incentive Fee; |
| fees and expenses payable under any administration agreement with an administrator; |
| fees and expenses payable by us under any dealer manager or similar agreement between us and any dealer manager, if any; |
| expenses in connection with the purchase, holding, sale, exchange or other disposition of investments, including all transaction costs associated with our purchase of our initial portfolio; |
| expenses in connection with our ongoing operations including legal, administrative, custodial, accounting, tax, audit or other expenses relating to our operations or infrastructure, including valuation and pricing services or experts, acquiring research, the costs of enforcing our rights, and expenses in connection with the preparation of any exemptive relief applications filed with the SEC on our behalf; |
| expenses incurred in connection with the development, negotiation and structuring of prospective investments; |
| other administrative expenses such as (but not limited to) performing risk management, regulatory and legal compliance, fund accounting, investor reporting costs, calculating fund net asset values, and anti-money-laundering, client identification and know-your-customer analyses; |
| custodial, administrator, trustee and other third-party service provider fees and expenses; |
| costs of third-party consultants; |
| costs related to obtaining debt financing, including legal and other fees incurred in connection therewith; |
| insurance premiums and expenses (including for fidelity bond, director and officer liability, errors and omissions, and comprehensive general liability insurance) paid by us and/or our respective officers with regard to losses, claims, damages, liabilities and expenses that would otherwise be indemnification expenses; |
| deal sourcing and due diligence expenses, including diligence on underlying assets (including expenses incurred in connection with third-party consultants), monitoring third-party service providers and background checks, and deal-related and investor-related travel expenses; |
| the cost of software (including fees and expenses of third-party software developers) used by us to track, settle and monitor investments and to wire funds to and from us; |
| all expenses associated with meetings and communications with us and our stockholders, |
| reasonable and documented out-of-pocket expenses incurred by the Adviser and the personnel of the Adviser in connection with any road show for the offering of our securities (including for commercial travel, lodging, meals, printing, shipping and mailing); |
| all expenses of any future public or private offerings of common stock and other securities issued by us (including the costs of listing our common stock and any of our other securities on a national securities exchange); |
| costs of our winding up; |
| taxes; |
| extraordinary expenses (such as litigation and indemnification expenses); |
35
| all costs and expenses incurred in connection with the formation and maintenance of one or more entities or vehicles to hold our assets for tax or other purposes; and |
| other ongoing operational expenses, including those set forth in our organizational documents. |
As of March 31, 2016, we have incurred approximately $1.5 million of offering costs. The Adviser is responsible for the payment of our offering expenses in excess of $1.5 million, and we will not reimburse the Adviser for any offering expenses that exceed $1.5 million. Offering costs include, among other things, legal fees and other costs pertaining to the preparation of our registration statement in connection with the public offering of our shares. Offering costs are charged as an expense over a 12 month period upon receipt of a formal commitment of external capital. We received formal commitment of external capital in March 2015, and offering expenses expensed for the three months ended March 31, 2016 were $.4 million. No offering expenses were expensed for the three months ended March 31, 2015.
For the three months ended March 31, 2016 and for the three months ended March 31, 2015, the Adviser earned $1,453,298 and $1,164,381 in Management Fees, respectively, gross of $207,614 and $166,340, respectively, waived by the Adviser pursuant to the Advisory Agreement. The waiver of base management fees by the Adviser is permanent and not subject to recoupment by the Adviser. As of March 31, 2016 and December 31, 2015, $1,245,684 and $904,497, respectively, were payable to the Adviser. The waiver of base management fees by the Adviser is permanent and not subject to recoupment by the Adviser.
Credit Facility
In October 2014, we entered into the Credit Facility with Capital One, N.A., as administrator, and various lenders (the Credit Facility). The Credit Facility provides for borrowings in an aggregate amount of $230 million, with an accordion feature permitting us to seek an increase of the total commitments up to a total facility size of up to $300.0 million, subject to certain conditions. Borrowings under the Credit Facility were $116.5 million and $63.0 million as of March 31, 2016 and 2015, respectively. Interest is charged at the 1 month LIBOR Rate, plus 2.75%. The interest rate under the Credit Facility during the three months ended March 31, 2016 ranged from 3.09% to 3.37% (average 3.32%) and during the three months ended March 31, 2015 ranged from 2.92% to 3.00% (average 2.96%). The Company pays to the lender a structuring fee equal to 0.25% of the Facility Amount. The Company also pays to the lender a commitment fee equal to 0.50% of the commitment provided by the lenders.
For the three months ended March 31, 2016, the effective interest rate under the Credit Facility was approximately 3.37% (approximately 0.51% including commitment fees on the unused portion of the Credit Facility). The Company recorded interest and fee expense of $1.2 million for the three months ended March 31, 2016, of which $0.9 was interest expense, $0.1 was amortization of loan fees paid on the Credit Facility, $0.1 was related to commitment fees on the unused portion of the Credit Facility, and $.03 million related to loan administration fees. The Company paid $0.4 million in interest expense for the three months ended March 31, 2016. The average borrowings under the Credit Facility for the three months ended March 31, 2016 were $112.6 million.
For the three months ended March 31, 2015, the effective interest rate under the Credit Facility was approximately 2.97% (approximately 3.68% including commitment fees on the unused portion of the Credit Facility). The Company recorded interest and fee expense of $0.6 million for the three months ended March 31, 2015, of which $0.3 million was interest expense, $0.2 million was amortization of loan fees paid on the Credit Facility, $0.1 million was related to commitment fees on the unused portion of the Credit Facility, and $25,000 related to loan administration fees. The Company paid $0.3 million in interest expense for the three months ended March 31, 2015. The average borrowings under the Credit Facility for the three months ended March 31, 2015 were $40.8 million.
36
Net Investment Income
For the three months ended March 31, 2016 and 2015, net investment income was $3.9 million and $4.0 million, respectively. The decrease in net investment income is due in part to the increase in investment income resulting from the increase in invested assets over the prior period offset by increase in management fees, incentive fees, and interest and credit facility fees.
Net Realized Gains and Losses
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized.
For the three months ended March 31, 2016 and 2015, the Company realized gains on its investments of $0.05 million and $0, respectively. The increase in realized gains on our investments is attributable to sale of Land Holdings I, LLC.
Net Change in Unrealized Appreciation / (Depreciation) of Investments
Net change in unrealized appreciation or depreciation primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.
Net change in unrealized depreciation on investments totaled $11.5 million and $7.0 million for the three months ended March 31, 2016 and 2015, respectively. The increase in net change unrealized depreciation from investments was attributable to decrease in fair value of six investments.
Net Increase(decrease) in Net Assets Resulting from Operations
For the three months ended March 31, 2016, net decrease in net assets resulting from operations totaled $7.6 million, or $0.32 per common share (based on 23,456,049 weighted average common shares outstanding at March 31, 2016). For the three months ended March 31, 2015, net decrease in net assets resulting from operations totaled $3.0 million, or $0.13 per common share (based on 22,324,078 weighted average common shares outstanding at March 31, 2015).
The increase in net decrease in net assets resulting from operations was primarily due to increase in net change in unrealized depreciation from investments as outlined above.
Financial condition, liquidity and capital resources
Cash Flows from Operating and Financing Activities
Our operating activities provided cash of $12.0 million for the three months ended March 31, 2016, primarily in connection with the proceeds from sales of investments. Our financing activities used cash of $12.2 million primarily from repayments of the Credit Facility.
Our liquidity and capital resources are derived from the Credit Facility and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and other operating expenses we incur, as well as the payment of dividends to the holders of our common stock. We used, and expect to continue to use, these capital resources as well as proceeds from turnover within our portfolio and from public and private offerings of securities to finance our investment activities.
37
Although we expect to fund the growth of our investment portfolio through the net proceeds from future public and private equity offerings and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act, our plans to raise capital may not be successful. In this regard, if our common stock trades at a price below our then-current net asset value per share, we may be limited in our ability to raise equity capital given that we cannot sell our common stock at a price below net asset value per share unless our stockholders approve such a sale and our board of directors makes certain determinations in connection therewith.
In addition, we intend to distribute between 90% and 100% of our taxable income and gains to our stockholders in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.
Also, as a BDC, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which include all of our borrowings and any outstanding preferred stock, of at least 200%. This requirement limits the amount that we may borrow. As of March 31, 2016, we were in compliance with this requirement. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing.
In accordance with the 1940 Act, with certain exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. We were in compliance with the asset coverage at all times during the three months ended March 31, 2016 and at March 31, 2016, our asset coverage ratio was 280%.
As of March 31, 2016, we had cash and cash equivalents of $6.4 million.
The North American Securities Administrators Association, in its Omnibus Guidelines Statement of Policy adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time, requires that our sponsors have an aggregate financial net worth, exclusive of home, automobiles and home furnishings, of 5.0% of the first $20 million of both the gross amount of securities currently being offered in this offering and the gross amount of any originally issued direct participation program securities sold by our sponsors within the past 12 months, plus 1.0% of all amounts in excess of the first $20 million. Based on these requirements, our sponsors have an aggregate a financial net worth in excess of those amounts required by the Omnibus Guidelines Statement of Policy as of the effective date of this quarterly report on Form 10-Q.
Contractual Obligations
The following table reflects contractual obligations arising from the Credit Facility for quarter ended March 31, 2016:
Total | Less than 1 year |
1 3 years |
3 5 years | More than 5 years | ||||||
Credit Facility |
$116.5 | | | $116.5 | | |||||
|
|
|||||||||
Total debt |
$116.5 | | | $116.5 | | |||||
|
|
38
Commitment and Contingencies
We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of March 31, 2016 and December 31, 2015, we had no outstanding commitments to fund investments.
Off-Balance Sheet Arrangements
We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of March 31, 2016, we had no off-balance sheet arrangements.
Regulated Investment Company Status and Dividends
We intend to elect to be treated for U.S. federal income tax purposes, and have qualified as a RIC under Subchapter M of the Code. If we continue to qualify as a RIC, we will not be taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to stockholders on a timely basis.
Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Dividends declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.
To continue to qualify for RIC tax treatment, we must, among other things, distribute, with respect to each taxable year, at least 90% of our investment company net taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). If we continue to qualify as a RIC, we will also be subject to a federal excise tax unless we satisfy certain minimum distribution requirements on a calendar year basis.
We intend to distribute to our stockholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). However, the covenants contained in the Credit Facility may prohibit us from making distributions to our stockholders, and, as a result, could hinder our ability to satisfy the distribution requirement. In addition, we may retain for investment some or all of our net taxable capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, our stockholders will be treated as if they received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our common stock. Our stockholders also may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal taxable year fall below the total amount of our dividends for that fiscal year, a portion of those dividend distributions may be deemed a return of capital to our stockholders.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a BDC under the 1940 Act and due to provisions in Credit Facility. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.
39
In accordance with certain applicable Treasury regulations and private letter rulings issued by the Internal Revenue Service, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20% of his or her entire distribution in cash. If these and certain other requirements are met, for U.S federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these Treasury regulations or private letter rulings.
Credit Facility
The Credit Facility has a maturity date of October 31, 2019. The Credit Facility initially provided for borrowings in an aggregate amount of $75 million, with an accordion feature permitting us to seek an increase of the total commitments up to a total facility size of up to $300 million, subject to certain conditions. In January 2015, the total commitments under the Credit Facility increased to $125 million. On April 2, 2015, the Company further increased its Credit Facility amount to $200 million. Borrowings under the Credit Facility bear interest at a per annum rate of LIBOR plus 2.75%. We intend to use the borrowings available under the Credit Facility to fund new and follow-on investments. As of March 31, 2016 and December 31, 2015, we had $116.5 million and $125.0 million outstanding under the Credit Facility, respectively.
Critical Accounting Policies
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, our significant accounting policies are further described in the notes to the financial statements.
Valuation of Portfolio Investments
We will measure the value of our investments in accordance with fair value accounting guidance promulgated under GAAP, which establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices, generally, will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
We generally invest in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of our portfolio investments. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by the board of directors contemplate a multi-step valuation process each quarter, as described below:
| our valuation process will begin with each portfolio company or investment being valued preliminarily by the Adviser with such valuation taking into account the financial performance |
40
of the portfolio company, feedback from management on the portfolio companys operations, general market conditions and other factors. This preliminary valuation conclusion will then be submitted on a quarterly basis to an independent valuation firm engaged by the Board of Directors to provide an opinion on a final range of values for each portfolio company or investment; |
| once preliminary valuations have been reviewed and vetted, they will be submitted to the Valuation Committee for discussion and final documentation; |
| the Valuation Committee will review these valuations, and, if applicable, will respond and supplement the preliminary valuation to reflect any of their comments; and |
| the Adviser will present the Valuation Committees recommendations to the Board of Directors for its review and approval. |
Investments measured and reported at fair value will be classified and disclosed in one of the following categories:
| Level 1Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. |
| Level 2Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities. |
| Level 3Valuations based on significant inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon Managements assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and EBITDA multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence. |
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and we consider factors specific to the investment.
Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and
41
debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. Original issue discounts, market discounts or premiums are accreted or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amount. As accrual standards for tax purposes differ, in certain cases income may be recognized for tax purposes but not for accounting purposes.
Net realized gains or losses and net change in unrealized appreciation or depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates. As of March 31, 2016, 93.1% (face value) of the loans in our portfolio bore interest at floating rates. All of the floating rate loans in our portfolio have interest rate floors, which have effectively converted the loans to fixed rate loans in the current interest rate environment. In the future, we expect other loans in our portfolio will have floating rates. Assuming that the Statement of Assets and Liabilities as of March 31, 2016 were to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical one percent increase in LIBOR would increase our annual net income by less than $250,000 due to current floors in place. A hypothetical decrease in LIBOR would not reduce our net income, again, due to the aforementioned floors in place but could increase our net income as borrowings under our credit facility are not subject to a LIBOR floor. Although we believe that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the balance sheet and other business developments that could affect net increase in net assets resulting from operations, or net income. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contacts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments. For the year ended December 31, 2015 and the three months ended March 31, 2016, we did not engage in hedging activities.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of March 31, 2016, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, of material information about us required to be included in periodic SEC filings.
(b) Changes in Internal Control Over Financial Reporting
Management did not identify any change in the Companys internal control over financial reporting that occurred during the quarter ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
42
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 a 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 these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
There has been no other material change in the information provided under the heading Risk Factors in our annual report on Form 10-K dated March 1, 2016. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 2016, we issued 6,464 shares of our common stock under our dividend reinvestment plan pursuant an exemption from the registration requirements of the Securities Act of 1933. The aggregate value for the shares of common stock issued under the dividend reinvestment plan during the three months ended March 31, 2016 was approximately $57,800.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Not applicable.
43
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
3.1 | Articles of Amendment and Restatement of the Registrant(1) | |
3.2 | Articles of Incorporation of the Registrant(2) | |
3.3 | Form of Bylaws of the Registrant(3) | |
4.1 | Form of Voting Agreement(3) | |
10.1 | Form of Dividend Reinvestment Plan(3) | |
10.2 | Amended and Restated Investment Advisory Agreement(1) | |
10.3 | Form of Dealer Manager Agreement(4) | |
10.4 | Form of Amended and Restated Custodian Agreement(3) | |
10.5 | Form of Master Administration and Accounting Agreement with State Street Bank and Trust Company(3) | |
10.6 | Form of Co-Administration Agreement with Credit Suisse Asset Management, LLC, dated as of September 5, 2014(3) | |
10.7 | Senior Secured Revolving Credit Agreement by and among Credit Suisse Corporate Credit Solutions, LLC, the Lenders thereto and Capital One, N.A., as Administrative Agent, dated as of October 31, 2014(3) | |
10.8 | Guarantee, Pledge and Security Agreement by and among Credit Suisse Corporate Credit Solutions, LLC, to subsidiary Guarantors party thereto and Capital One, N.A., as Revolving Administrative Agent and Collateral Agent, dated as of October 31, 2014(3) | |
10.9 | Form of Indemnification Agreement between Registrant and the independent directors(3) | |
11.1 | Computation of Per Share Earnings (included in the notes to the unaudited financial statements contained in this report) | |
31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended | |
31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended | |
32.1* | Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 | |
32.2* | Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 |
* | Filed herewith |
(1) | Previously filed as an exhibit to Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-198981) filed on March 30, 2015. |
(2) | Previously filed as an exhibit to Pre-Effective Amendment No. 2 to this Registration Statement on Form N-2 (File No. 333-198981) filed on February 5, 2015. |
(3) | Previously filed as an exhibit to Pre-Effective Amendment No. 1 to this Registration Statement on Form N-2 (File No. 333-198981) filed on January 9, 2015. |
(4) | Previously filed as an exhibit to Pre-Effective Amendment No. 3 to this Registration Statement on Form N-2 (File No. 333-198981) filed on March 13, 2015. |
44
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CREDIT SUISSE PARK VIEW BDC, INC. | ||
Dated: May 12, 2016 | ||
By: /s/ John G. Popp | ||
Name: John G. Popp | ||
Title: Chief Executive Officer | ||
By: /s/ Rocco DelGuercio | ||
Name: Rocco DelGuercio | ||
Title: Chief Financial Officer |
45
Exhibit 31.1
I, John G. Popp, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Credit Suisse Park View BDC, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
(c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 12, 2016
/s/ John G. Popp |
John G. Popp |
Chief Executive Officer |
Exhibit 31.2
I, Rocco DelGuercio, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Credit Suisse Park View BDC, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
(c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 12, 2016
/s/ Rocco DelGuercio |
Rocco DelGuercio |
Chief Financial Officer |
Exhibit 32.1
Certification of Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
In connection with this Quarterly report on Form 10-Q (the Report) of Credit Suisse Park View BDC, Inc. (the Registrant), as filed with the Securities and Exchange Commission on the date hereof, I, John G. Popp, the Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
/s/ John G. Popp |
Name: John G. Popp |
Date: May 12, 2016 |
Exhibit 32.2
Certification of Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
In connection with this Quarterly report on Form 10-Q (the Report) of Credit Suisse Park View BDC, Inc. (the Registrant), as filed with the Securities and Exchange Commission on the date hereof, I, Rocco DelGuercio, the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
/s/ Rocco DelGuercio |
Name: Rocco DelGuercio |
Date: May 12, 2016 |