Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) ("FSFR" or
"we") today announced its financial results for the second fiscal
quarter ended March 31, 2016.
Second Fiscal Quarter 2016 Highlights
- Net investment income of $5.8 million, or $0.20 per share;
- Net asset value per share of $11.18; and
- Entered into a $25.0 million revolving credit facility with
East West Bank.
"During the March quarter, we experienced lower than normal
origination levels, reduced portfolio turnover, and incremental
professional expenses related to our proxy contest. Despite
the operating environment, we are pleased that our net investment
income, excluding these professional expenses, would have covered
our quarterly run rate dividend for the third consecutive quarter,”
stated Chief Executive Officer, Ivelin M. Dimitrov, adding, “We
would once again like to express our gratitude to our stockholders
and with the annual meeting behind us, we look forward to
continuing our efforts to generate consistent results and enhance
value for all FSFR stockholders."
Portfolio and Investment Activity
FSFR's Board of Directors determined the fair value of our
investment portfolio at March 31, 2016 to be $575.4 million,
as compared to $623.6 million at September 30, 2015.
Total assets were $629.1 million at March 31, 2016, as
compared to $697.7 million at September 30, 2015.
During the quarter ended March 31, 2016, we closed $15.5
million of investments in two new and two existing portfolio
companies and funded $20.5 million across new and existing
portfolio companies. This compares to closing $109.9 million
in eight new and one existing portfolio companies and funding
$116.5 million during the quarter ended March 31, 2015. During
the quarter ended March 31, 2016, we received $9.8 million in
connection with full repayments of two of our debt investments,
both of which were exited at par, and an additional $33.4 million
in connection with paydowns, syndications and sales of debt
investments.
At March 31, 2016, our portfolio consisted of investments
in 62 companies. At fair value, 89.3% of our portfolio
consisted of senior secured floating rate debt investments, and
10.5% of the portfolio consisted of investments in the subordinated
notes and LLC equity interests of FSFR Glick JV LLC ("FSFR Glick
JV"). The portfolio remained spread across a number of
industries and our average portfolio company debt investment size
at fair value was $9.2 million at March 31, 2016. The
average portfolio company EBITDA was $58.9 million at
March 31, 2016, with only 0.6% of the portfolio's fair value
invested in the energy sector.
At March 31, 2016, FSFR Glick JV had $211.4 million in
assets, including senior secured loans to 33 portfolio
companies. The joint venture generated income of $2.1 million
for FSFR during the second fiscal quarter, which represented a
14.0% weighted average annualized return on investment.
Our weighted average yield on debt investments at March 31,
2016, including the return on FSFR Glick JV, was 8.4%, and included
a cash component of 8.3%. We effectively utilized our
attractively priced leverage and operated within our target range
of 0.8x to 0.9x debt-to-equity during the quarter ended
March 31, 2016.
Results of Operations
Total investment income for the quarters ended March 31, 2016
and March 31, 2015 was $13.2 million and $11.3 million,
respectively. For the quarter ended March 31, 2016, the amount
primarily consisted of $11.6 million of cash interest income from
portfolio investments. For the quarter ended March 31, 2015,
this amount primarily consisted of $9.9 million of cash interest
income from portfolio investments. For the quarter ended
March 31, 2016, payment-in-kind ("PIK") interest net of PIK
collected in cash represented only 0.2% of total investment
income.
Total expenses for the quarters ended March 31, 2016 and
March 31, 2015 were $7.4 million and $5.0 million,
respectively. Total expenses increased for the quarter ended
March 31, 2016 as compared to the quarter ended March 31,
2015, due primarily to a $0.6 million increase in interest expense
and a $1.7 million increase in professional fees.
Net realized and unrealized gains (losses) on our investment
portfolio for the quarters ended March 31, 2016 and March 31, 2015
were ($6.4 million) and $0.4 million, respectively.
Liquidity and Capital Resources
At March 31, 2016, we had $36.7 million of cash and cash
equivalents (including restricted cash), portfolio investments (at
fair value) of $575.4 million, $4.1 million of interest, dividends
and fees receivable, receivables from unsettled transactions of
$7.3 million, $112.9 million of borrowings outstanding under our
revolving credit facilities, $180.0 million of borrowings
outstanding under our debt securitization and $67.8 million of
unfunded commitments. Our regulatory leverage ratio was 0.89x
debt-to-equity.
At September 30, 2015, we had $52.7 million of cash and
cash equivalents (including restricted cash), portfolio investments
(at fair value) of $623.6 million, $2.8 million of interest,
dividends and fees receivable, receivables from unsettled
transactions of $13.5 million, payables from unsettled transactions
of $11.8 million, $136.7 million of borrowings outstanding under
our revolving credit facility, $186.4 million of borrowings
outstanding under our debt securitization and $76.8 million of
unfunded commitments. Our regulatory leverage ratio was 0.91x
debt-to-equity.
On January 12, 2016, we announced the closing of a $25.0 million
senior secured revolving credit facility with East West Bank.
The facility has a final maturity of January 2021 and will accrue
interest at LIBOR or East West Bank's prime rate plus a variable
margin according to the agreed upon schedule.
Dividend Declaration
In addition to our previously declared dividend of $0.075 per
share, which is payable on May 31, 2016 to stockholders of record
on May 13, 2016, our Board of Directors met on May 6, 2016 and
declared the following distributions:
- $0.075 per share, payable on June 30, 2016 to stockholders of
record on June 15, 2016;
- $0.075 per share, payable on July 29, 2016 to stockholders of
record on July 15, 2016; and
- $0.075 per share, payable on August 31, 2016 to stockholders of
record on August 15, 2016.
Dividends are paid primarily from distributable (taxable)
income. To the extent our taxable earnings for a fiscal taxable
year fall below the total amount of our dividend distributions for
that fiscal year, a portion of those distributions may be deemed a
return of capital to our stockholders. Our Board of Directors
determines dividends based on estimates of distributable (taxable)
income, which differ from book income due to temporary and
permanent differences in income and expense recognition and changes
in unrealized appreciation and depreciation on investments.
Portfolio Asset Quality
We utilize the following investment ranking system for our
investment portfolio:
- Investment Ranking 1 is used for investments that are
performing above expectations and/or capital gains are
expected.
- Investment Ranking 2 is used for investments that are
performing substantially within our expectations, and whose risks
remain materially consistent with the potential risks at the time
of the original or restructured investment. All new
investments are initially ranked 2.
- Investment Ranking 3 is used for investments that are
performing below our expectations and for which risk has materially
increased since the original or restructured investment. The
portfolio company may be out of compliance with debt covenants and
may require closer monitoring. To the extent that the
underlying agreement has a PIK interest provision, investments with
a ranking of 3 are generally those on which we are not accruing PIK
interest.
- Investment Ranking 4 is used for investments that are
performing substantially below our expectations and for which risk
has increased substantially since the original or restructured
investment. Investments with a ranking of 4 are those for
which some loss of principal is expected and are generally those on
which we are not accruing cash interest.
At March 31, 2016 and September 30, 2015, the
distribution of our investments on the 1 to 4 investment ranking
scale at fair value was as follows:
|
|
|
|
|
Investment Ranking |
|
March 31, 2016 |
|
September 30, 2015 |
|
Fair Value |
|
% of Portfolio |
|
Leverage Ratio |
|
Fair Value |
|
% of Portfolio |
|
Leverage Ratio |
1 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
2 |
|
$ |
560,589,543 |
|
|
97.43 |
% |
|
4.55 |
|
|
$ |
596,955,786 |
|
|
95.72 |
% |
|
4.71 |
|
3 |
|
— |
|
|
— |
|
|
— |
|
|
26,691,688 |
|
|
4.28 |
|
|
5.87 |
|
4 |
|
14,799,548 |
|
|
2.57 |
|
|
NM |
|
(1 |
) |
— |
|
|
— |
|
|
— |
|
Total |
|
$ |
575,389,091 |
|
|
100.00 |
% |
|
4.55 |
|
|
$ |
623,647,474 |
|
|
100.00 |
% |
|
4.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_____________(1) Due to operating performance this ratio is not
measurable and, as a result, is excluded from the total portfolio
calculation.
We may from time to time modify the payment terms of our
investments, either in response to current economic conditions and
their impact on certain of our portfolio companies or in accordance
with tier pricing provisions in certain loan agreements. As
of March 31, 2016, we had modified the payment terms of our
investments in four portfolio companies. Such modified terms
may include increased PIK interest rates and reduced cash interest
rates. These modifications, and any future modifications to
our loan agreements, may limit the amount of interest income that
we recognize from the modified investments, which may, in turn,
limit our ability to make distributions to our
stockholders.
As of March 31, 2016, there were two investments on which
we had stopped accruing cash and/or PIK interest or original issue
discount ("OID") income that represented 2.6% of our debt portfolio
at fair value in the aggregate. One of the securities on
non-accrual status, Ameritox Ltd., which represented 2.2% of the
debt portfolio fair value, was restructured subsequent to quarter
end.
Recent Developments
On April 11, 2016, we restructured our debt investment in
Ameritox Ltd. As a part of the restructuring, we exchanged
our debt securities for debt and equity securities in the
restructured entity. The fair value of our debt securities
exchanged on the restructuring date approximated their fair value
as of March 31, 2016.
|
Fifth Street Senior Floating Rate Corp. |
|
Consolidated Statements of Assets and
Liabilities |
|
(unaudited) |
|
|
|
March 31, 2016 |
|
September 30, 2015 |
ASSETS |
|
|
Investments at
fair value: |
|
|
|
|
Control investments (cost March 31,
2016: $66,415,474; cost September 30, 2015: $58,977,973) |
|
$ |
60,177,037 |
|
|
$ |
57,156,921 |
|
Non-control/Non-affiliate
investments (cost March 31, 2016: $540,743,112; cost September 30,
2015: $574,538,984) |
|
515,212,054 |
|
|
566,490,553 |
|
Total investments
at fair value (cost March 31, 2016: $607,158,586;
cost September 30, 2015: $633,516,957) |
|
575,389,091 |
|
|
623,647,474 |
|
Cash and cash
equivalents |
|
28,821,280 |
|
|
41,433,301 |
|
Restricted cash |
|
7,864,686 |
|
|
11,258,796 |
|
Interest, dividends and
fees receivable |
|
4,057,918 |
|
|
2,783,379 |
|
Due from portfolio
companies |
|
162,951 |
|
|
11,587 |
|
Receivables from unsettled
transactions |
|
7,287,374 |
|
|
13,541,056 |
|
Deferred financing
costs |
|
5,025,968 |
|
|
5,001,675 |
|
Other assets |
|
477,822 |
|
|
33,216 |
|
Total
assets |
|
$ |
629,087,090 |
|
|
$ |
697,710,484 |
|
LIABILITIES AND NET ASSETS |
|
|
Liabilities: |
|
|
|
|
Accounts payable, accrued expenses
and other liabilities |
|
$ |
2,211,302 |
|
|
$ |
1,964,249 |
|
Base management fee and incentive
fee payable |
|
2,285,775 |
|
|
2,055,179 |
|
Due to FSC CT LLC |
|
315,030 |
|
|
379,641 |
|
Interest payable |
|
1,747,752 |
|
|
1,669,012 |
|
Payables from unsettled
transactions |
|
— |
|
|
11,809,500 |
|
Credit facilities payable |
|
112,946,800 |
|
|
136,659,800 |
|
Notes payable |
|
180,000,000 |
|
|
186,366,000 |
|
Total
liabilities |
|
299,506,659 |
|
|
340,903,381 |
|
Commitments and
contingencies |
|
|
|
|
Net
assets: |
|
|
|
|
Common stock, $0.01 par value,
150,000,000 shares authorized; 29,466,768 shares issued and
outstanding at March 31, 2016 and September 30, 2015 |
|
294,668 |
|
|
294,668 |
|
Additional paid-in-capital |
|
373,995,934 |
|
|
373,995,934 |
|
Net unrealized depreciation on
investments |
|
(31,769,495 |
) |
|
(9,869,483 |
) |
Net realized gain (loss) on
investments |
|
(3,053,660 |
) |
|
1,800,070 |
|
Accumulated overdistributed net
investment income |
|
(9,887,016 |
) |
|
(9,414,086 |
) |
Total net assets
(equivalent to $11.18 and $12.11 per common share at March 31, 2016
and September 30, 2015, respectively) |
|
329,580,431 |
|
|
356,807,103 |
|
Total liabilities
and net assets |
|
$ |
629,087,090 |
|
|
$ |
697,710,484 |
|
Fifth Street Senior Floating Rate Corp. |
|
Consolidated Statements of Operations |
|
(unaudited) |
|
|
|
Three months ended March 31, 2016 |
|
Three months ended March 31, 2015 |
|
Six months ended March 31, 2016 |
|
Six months ended March 31, 2015 |
Interest
income: |
|
|
|
|
|
|
|
|
Control investments |
|
$ |
1,210,027 |
|
|
$ |
— |
|
|
$ |
2,330,518 |
|
|
$ |
— |
|
Non-control/Non-affiliate
investments |
|
10,331,927 |
|
|
9,883,751 |
|
|
21,337,524 |
|
|
18,145,280 |
|
Interest on cash and cash
equivalents |
|
12,771 |
|
|
5,250 |
|
|
33,170 |
|
|
9,185 |
|
Total interest
income |
|
11,554,725 |
|
|
9,889,001 |
|
|
23,701,212 |
|
|
18,154,465 |
|
PIK interest
income: |
|
|
|
|
|
|
|
|
Non-control/Non-affiliate
investments |
|
23,871 |
|
|
— |
|
|
41,032 |
|
|
— |
|
Total PIK interest
income |
|
23,871 |
|
|
— |
|
|
41,032 |
|
|
— |
|
Fee
income: |
|
|
|
|
|
|
|
|
Non-control/Non-affiliate
investments |
|
741,073 |
|
|
1,452,158 |
|
|
2,053,680 |
|
|
5,109,837 |
|
Total fee
income |
|
741,073 |
|
|
1,452,158 |
|
|
2,053,680 |
|
|
5,109,837 |
|
Dividend and other
income: |
|
|
|
|
|
|
|
|
Control investments |
|
875,000 |
|
|
— |
|
|
1,312,500 |
|
|
— |
|
Total dividend and other
income |
|
875,000 |
|
|
— |
|
|
1,312,500 |
|
|
— |
|
Total investment
income |
|
13,194,669 |
|
|
11,341,159 |
|
|
27,108,424 |
|
|
23,264,302 |
|
Expenses: |
|
|
|
|
|
|
|
|
Base management fee |
|
1,520,489 |
|
|
1,523,167 |
|
|
3,106,681 |
|
|
2,680,078 |
|
Part I incentive fee |
|
765,287 |
|
|
939,995 |
|
|
2,514,098 |
|
|
2,727,388 |
|
Part II incentive fee |
|
— |
|
|
78,444 |
|
|
— |
|
|
(178,697 |
) |
Professional fees |
|
1,912,236 |
|
|
188,709 |
|
|
2,635,039 |
|
|
498,495 |
|
Board of Directors fees |
|
152,950 |
|
|
86,050 |
|
|
321,600 |
|
|
184,300 |
|
Interest expense |
|
2,337,849 |
|
|
1,705,137 |
|
|
4,611,282 |
|
|
2,591,292 |
|
Administrator expense |
|
128,408 |
|
|
177,562 |
|
|
313,408 |
|
|
423,697 |
|
General and administrative
expenses |
|
592,253 |
|
|
347,740 |
|
|
819,200 |
|
|
547,891 |
|
Total
expenses |
|
7,409,472 |
|
|
5,046,804 |
|
|
14,321,308 |
|
|
9,474,444 |
|
Net investment
income |
|
5,785,197 |
|
|
6,294,355 |
|
|
12,787,116 |
|
|
13,789,858 |
|
Unrealized
depreciation on investments: |
|
|
|
|
|
|
|
|
Control investments |
|
(666,893 |
) |
|
— |
|
|
(4,417,385 |
) |
|
— |
|
Non-control/Non-affiliate
investments |
|
(978,962 |
) |
|
(125,507 |
) |
|
(17,482,627 |
) |
|
(1,565,085 |
) |
Net unrealized
depreciation on investments |
|
(1,645,855 |
) |
|
(125,507 |
) |
|
(21,900,012 |
) |
|
(1,565,085 |
) |
Realized gain
(loss) on investments: |
|
|
|
|
|
|
|
|
Non-control/Non-affiliate
investments |
|
(4,799,610 |
) |
|
517,727 |
|
|
(4,853,730 |
) |
|
945,729 |
|
Net realized gain
(loss) on investments |
|
(4,799,610 |
) |
|
517,727 |
|
|
(4,853,730 |
) |
|
945,729 |
|
Net increase
(decrease) in net assets resulting from operations |
|
$ |
(660,268 |
) |
|
$ |
6,686,575 |
|
|
$ |
(13,966,626 |
) |
|
$ |
13,170,502 |
|
Net investment
income per common share — basic and diluted |
|
$ |
0.20 |
|
|
$ |
0.21 |
|
|
$ |
0.43 |
|
|
$ |
0.47 |
|
Earnings (loss)
per common share — basic and diluted |
|
$ |
(0.02 |
) |
|
$ |
0.23 |
|
|
$ |
(0.47 |
) |
|
$ |
0.45 |
|
Weighted average common
shares outstanding — basic and diluted |
|
29,466,768 |
|
|
29,466,768 |
|
|
29,466,768 |
|
|
29,466,768 |
|
Distributions per
common share |
|
$ |
0.15 |
|
|
$ |
0.30 |
|
|
$ |
0.45 |
|
|
$ |
0.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conference Call Information
We will hold a conference call at 10:00 a.m. (Eastern Time) on
Wednesday, May 11, 2016, to discuss our quarterly financial
results. All interested parties are welcome to participate.
Domestic callers can access the conference call by dialing (877)
359-2861. International callers can access the conference call by
dialing +1 (540) 318-1180. All callers will need to enter the
Conference ID Number 92668310 and reference "Fifth Street Senior
Floating Rate Corp." after being connected with the operator. All
callers are asked to dial in 10-15 minutes prior to the call so
that name and company information can be collected. An
archived replay of the call will be available approximately four
hours after the end of the conference call and will be available
through May 18, 2016 to domestic callers by dialing (855) 859-2056
and to international callers by dialing +1 (404) 537-3406. For all
replays, please reference Conference ID Number 92668310. An
archived replay will also be available online on the "Investor
Relations" section of FSFR's website under the "News & Events -
Calendar of Events" section.
About Fifth Street Senior Floating Rate Corp.
Fifth Street Senior Floating Rate Corp. is a specialty
finance company that provides financing solutions in the form of
floating rate senior secured loans to mid-sized companies,
primarily in connection with investments by private equity
sponsors. FSFR's investment objective is to maximize its
portfolio's total return by generating current income from its debt
investments while seeking to preserve its capital. The
company has elected to be regulated as a business development
company and is externally managed by a subsidiary of Fifth
Street Asset Management Inc. (NASDAQ:FSAM), a nationally
recognized credit-focused asset manager with over $5
billion in assets under management across multiple public and
private vehicles. With a track record of over 18 years, Fifth
Street's platform has the ability to hold loans up to $250
million and structure and syndicate transactions up
to $500 million. Fifth Street received the 2015 ACG New
York Champion's Award for "Lender Firm of the Year," and other
previously received accolades include the ACG New York Champion's
Award for "Senior Lender Firm of the Year," "Lender Firm of the
Year" by The M&A Advisor and "Lender of the Year"
by Mergers & Acquisitions. FSFR's website can be
found at fsfr.fifthstreetfinance.com.
Forward-Looking Statements
Some of the statements in this press release constitute
forward-looking statements, because they relate to future events or
our future performance or financial condition. Forward-looking
statements may include statements as to the future operating
results, dividends and business prospects of FSFR. Words such as
"believes," "expects," "seeks," "plans," "should," "estimates,"
"project," and "intend" indicate forward-looking statements,
although not all forward-looking statements include these words.
These forward-looking statements involve risks and uncertainties.
Actual results could differ materially from those implied or
expressed in these forward-looking statements for any reason. Such
factors are identified from time to time in FSFR's filings with the
Securities and Exchange Commission and include changes in the
economy and the financial markets and future changes in laws or
regulations and conditions in the company's operating areas. FSFR
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
CONTACT:
Investor Contact:
Robyn Friedman, Executive Director, Head of Investor Relations
(203) 681-3720
ir@fifthstreetfinance.com
Media Contact:
James Golden / Andrew Squire
Joele Frank Wilkinson Brimmer Katcher
(212) 355-4449
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