Ladies and gentlemen, good afternoon. Welcome, everyone, to the TCP Capital Corp. First Quarter 2014 Earnings Conference Call. Today’s conference call is being recorded for replay purposes. During the presentation, all participants will be in a listen-only mode. A question-and-answer session will follow the company’s formal remarks.
(Operator instructions) I will repeat these instructions after the management completes their prepared remarks. And now I would like to turn the call over to Jessica Ekeberg, Vice President of the TCP Capital Corp. Global Investment Relations team. Jessica, please proceed.
Thank you. Before we begin, I would like to note that this conference call may contain forward-looking statements based on the estimates and assumptions of management, at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties and actual results could differ materially from those projected. Any forward-looking statements made on this call are made as of today and are subject to change without notice.
During today’s call, we will refer to a slide presentation which you can access by visiting our website, www.tcpcapital.com. Click on the Investor Relations link and select Events and Presentations. Our earnings release and 10-Q are also available on our site.
I will now turn the call over to Mr. Howard Levkowitz, Chairman and CEO of TCP Capital Corp.
Thanks, Jessica. We would like to thank everyone for participating in today’s call. I’m here with our President and COO, Raj Vig; our Chief Financial Officer, Paul Davis; and other members of the TCPC team.
This morning, we issued our earnings release for the first quarter ended March 31, 2014 and posted a supplemental earnings presentation to our website which we will refer to throughout this call. We will begin with an overview of TCPC’s performance and investment activities, and then our CFO, Paul Davis, will provide more details on our results. I will resume with some further prospective before we take your questions.
First, we will cover some key highlights of the first quarter which are summarized on Slide 4 of our presentation. We are pleased to report that our portfolio generated net investment income of $0.39 per share. Second, we declared a regular quarterly dividend of $0.36 per share and also declared a special dividend of $0.05 per share which is our fourth special distribution over the last seven quarters. Both dividends are payable on June 30, 2014 to shareholders of record on June 18.
Third, we delivered earnings per share of $0.50 and increased our net asset value to $15.32 from $15.18 at the end of the fourth quarter of last year. Fourth, we deployed $110 million in new investments during the quarter with net deployments of $44 million. In April, we received our SBIC license from the Small Business Administration. We expect to receive a leveraged commitment from the SBA shortly which will provide access to another source of attractively priced capital.
Opportunities that qualify for an SBIC loan will be evaluated with the same high standards as the rest of our loans. In March, our SBIC made a pre-licensing investment in accreture [ph].
Finally, we are pleased to welcome Todd Jaquez-Fissori as a Managing Director. Todd will head our energy technology group which is a strategic extension of our platform into a rapidly growing sector. Todd brings deep industry knowledge and relationships that will be valuable in identifying a broader set of investment opportunities.
Now, moving on to the market environment in the first quarter. Our origination levels increased at the end of the quarter as we saw a number of opportunities that met our rigorous investment process. Over the last four quarters, we invested over $540 million on a gross basis and over $289 million on a net basis.
We continue to focus on allocating our capital primarily to income-producing securities. 78% of our new investments in the quarter were in senior secured loans and 22% were in senior secured notes.
For those viewing our presentation, please turn to Slide 7. At the end of the first quarter, our portfolio remained highly diversified with a fair value of $815.7 million invested in 70 companies. For the third quarter, we maintained our high percentage of both debt investments and investments in senior secured debt and floating rate investments. At quarter end, approximately 96% of the portfolio was invested in debt securities, 99% of which were senior secured debt.
73% of the debt positions were in floating rate debt, 93% of which had interest rate floors. With over 70% of our debt portfolio and floating rate securities, we are well positioned for any meaningful rise in interest rates. We also continue our high rate of deployment with approximately $110 million in 11 different transactions comprised of eight new and three existing portfolio company investments.
We invested approximately $85.7 million in senior secured loans and approximately $24.5 million in senior secured notes. Our five largest investments during the quarter reflect our diversification strategy and include a $29 million senior secured loan to AutoAlert, a provider of revenue enhancement technology driven services to car dealerships; a $16 million senior secured loan to Greystone, a commercial real estate lender focused on multi-family and healthcare properties; a $15 million senior secured loan to ProXyChem, a global chemical company; a $13 million senior secured loan to Acronis, a global provider of data protection solutions; and $13 million of senior secured notes to Hunt Companies, a nationally diversified real estate management and property company.
New investments made in the first quarter had a weighted average effective yield of 10.4%. Investments exited during the quarter also had a weighted average effective yield of 10.4%. In Q1, the $66.9 million of investments we exited included a $13 million senior secured loan to U.S. Shipping, a $12 million senior secured loan to Connolly and an $11 million senior secured loan to Stadium Management Group.
Our overall effective portfolio yield was 10.8% at the end of the first quarter compared with 10.9% in the previous quarter. Despite margin compression in the broad markets, we have generally been able to maintain our yields while still exercising caution in this environment.
Now, I will turn the call over to Paul for a more detailed report on our first quarter financial results. After Paul’s comments, I will provide some additional perspective on what we are seeing in the market. Then, we will take your questions. Paul?
Thanks, Howard. We all are pleased with our results for the three months ended March 31, 2014. As you can see on Slide 11, total investment income was approximately $22.7 million. Per share total investment income was $0.63 which includes dividend income of $0.05 per share, PIK income of $0.03 per share and prepayment income of $0.01 per share.
As we’ve mentioned in prior calls, it is our general policy to amortize upfront economics on debt investments rather than recognize all the income at the time the investment is made.
Cash income from aircraft leases at $0.04 per share was offset by depreciation expense of $0.02 per share, reducing the company’s taxable income. Total operating expenses for the quarter were approximately $4.9 million or $0.14 per share. We also accrued dividends on the preferred equity facility of $0.4 million or $0.01 per share. Our annualized operating expense ratio, including preferred dividends but excluding incentive compensation, was 3.8% of average net assets.
Incentive compensation, which is subject to a total return hurdle of 8% annually, is calculated by multiplying net investment income after preferred dividends and net realized gains reduced by any net unrealized losses by 20%. Incentive compensation from net investment income for the quarter was $3.5 million or $0.10 per share.
For book purposes, reserved amount is also calculated based on any additional incentive compensation that would have been payable had we liquidated at net asset value at the balance sheet date. This reserve is not payable unless the associated net gains are actually realized and is subject to reversal. At March 31, 2014, this reserve amount was approximately $2.2 million, an increase of $1.0 million or $0.03 per share from the end of the prior quarter.
Net investment income before dividends on the preferred equity facility and incentive compensation was approximately $17.8 million or $0.49 per share. Net investment income after preferred dividends and incentive compensation on net investment income was approximately $13.9 million or $0.39 per share. The difference between this amount and our net increase in net assets from operations of $0.50 per share was primarily comprised of two items – net realized and unrealized gains of approximately $5.2 million or $0.14 per share and the change in reserve for incentive compensation of $1.0 million or $0.03 per share.
Net unrealized gains were $12.0 million. Net realized losses were $6.8 million primarily due to the disposition of our investment in ESP Holdings, an investment made prior to our initial public offering as part of our legacy distressed strategy and witch has yielded significant income for many years. The ESP Holdings loss contributed $6.2 million to our capital loss carried forward which at quarter end was approximately $112 million.
As a reminder, when we mark our portfolio at the end of each quarter, substantially in the entire portfolio, is priced using external sources, with only a de minimis amount being priced internally. As of March 31, 2014, the quality of our portfolio remained strong, with no debt investments on non-accrual status. After paying our first quarter dividend, which totaled $13.0 million, we closed the first quarter with tax basis undistributed ordinary income of approximately $28.1 million.
Available liquidity at the end of the quarter totaled approximately $135.7 million, which is comprised of available leverage of $109 million and cash and cash equivalents of $27.1 million, less net investment commitments of $0.4 million. This does not include the leveraged commitment that we expect to receive from the Small Business Administration under our recently approved SBIC license. Net combined leverage at quarter end was approximately 0.48 times common equity.
TCP Capital continues to benefit from an attractive operating expense structure. As noted, total first quarter expenses including all costs of leverage and excluding incentive compensation were 3.8% of average net assets on an annualized basis. This is due in part to TCP Capital’s low cost of leverage as highlighted on Slide 12.
Our total weighted average interest rate on amounts outstanding on our combined leverage facilities, including both debt and preferred equity, was 1.3% at the end of the quarter. Amounts drawn on our preferred equity facility accrued dividends at a rate of LIBOR plus 85 basis points. Amounts drawn on our new supplemental credit facility accrue interest at a rate of LIBOR plus 250 basis points, subject to certain funding requirements. And borrowings on our continuing original credit facility bear interest at a rate of LIBOR plus 44 basis points. On August 1, 2014, the rate on our original credit facility will change to LIBOR plus 250 basis points.
I will now turn the call back over to Howard.
Thank you, Paul. I will briefly cover what we are currently seeing in the market and then open the line for questions. Through May 2, 2014, we have invested approximately $58 million in six investments with a combined effective yield of approximately 9.8%. This is slightly lower than the weighted average yield that we achieved on new investments during the last several quarters. But it is based on a fairly small sample size and may not be indicative of what the weighted average yield of new investments will be at the end of this quarter.
As you know, our originations can be lumpy. Our primary focus remains on expanding our earnings by effectively putting our existing liquidity to work and optimizing our portfolio. We continue to evaluate potential options to prudently expand our capital base and liquidity so that we can take advantage of attractive opportunities. To that end, we updated our shelf registration statement.
So far, in the second quarter of 2014, the pipeline of deal flow remains robust with a wide range of opportunities across a variety of industries. Over the past 12 months, we have originated more than $540 million of transactions from both our traditional deal partners as well as new sponsor and non-sponsor relationships. We are especially proud of the progress we have continued to make in expanding our origination platform and view these new relationships as a further validation of our business model.
TCPC has built a strong market position by leveraging our growing platform to lend to establish middle market companies with sustainable competitive advantages that generate significant cash flow and/or have significant asset coverage or enterprise value. We are uniquely qualified to capitalize on these opportunities for several reasons.
First, we have scale and depth in our origination and servicing platform and a highly experienced team to identify investment opportunities from a broad range of sources that play an integral role in structuring and investing in complex investment opportunities. We believe our rigorous investment process and highly diversified portfolio will enable us to continue to achieve high risk adjusted returns over time while preserving our investors’ capitals.
Second, our low cost of capital and diverse funding sources continue to be key competitive advantages for TCPC. In the first quarter, our weighted average cost of capital was significantly below the average for BDCs. TCPC remains well positioned with our attractively priced leverage facilities and our new SBIC license which will add another source of low cost funding.
Finally, our interests are closely aligned with our shareholders. Our origination income recognition practices are conservative and we have a shareholder-friendly fee structure. We are personally invested alongside our shareholders with approximately $10 million of our pre IPO holdings voluntarily locked up. And members of the management team and the Board of Directors have purchased shares in the open market since the IPO.
We remain committed to the rigorous investment process that preserves capital while delivering high risk adjusted returns overtime and we thank all of our shareholders for your confidence in us.
And with that, operator, please open the call for questions.
Certainly. (Operator instructions) Our first question will be coming from the line of Greg Mason from KBW. Your line is open.
Greg Mason – KBW
Hello, gentlemen. First on the new SBIC license, first, congratulations on getting it. Second, can you tell us how much your initial regulatory capital pledge is, how much you have to put to work before you can start drawing the debentures?
Sure. Thanks for the question. We are not required to put an initial capital – cash capital amount down.
Greg Mason – KBW
Okay. And then on the new energy team that you’ve hired, I know they come out of the Hercules platform. Are they going to continue to focus on venture capital deals like they did at Hercules or meaning [ph] a potentially new market for you to get into or are they going to do larger energy deals?
Hey, it’s Raj here. Thanks for the question. First of all, I just want to reiterate what Howard said which is we are very excited to have Todd and Brad who has also joined. We announced on the radio those [ph] are joining.
I think I would also reiterate that we view energy tech as a good extension – a natural extension of our platform. And to be more specific, this is an area consistent with our industry based approach and to what we see as a growing industry that is seeking capital solutions but may not have the traditional access to capital that yields that growth. So it’s in a big picture sense consistent with our industry approach and our sort of product solutions.
We will maintain an industry based approach. We give you a new industry. And to be more specific, we will also maintain our typical investment process and very much our downside protective – our principal protection approach to underwriting and still maintain a diversified book even though we expect their activity to ramp up.
To specifically answer your question, Greg, I think there inevitably is going to be venture capital sponsorship in this area. I don’t know that it’s as correlated to the broader set of venture capital opportunities that people look at out there at least the beginning. Specifically in some of the more tech and software and social media areas, this really isn’t I think a different correlated or less correlated area with more secular growth underlying it.
But in addition to the venture capital partners, there is a lot of strategic – and we’ve seen this already in our own efforts in the past – a lot of strategic interest support at investment. So while there may be some earlier stage companies, we also believe there’s going to be larger companies – larger revenue based companies, potentially public companies that are looking for the type of capital solution we provide. So it’s going to be a broader mix in a lot of subsectors that make up energy technology.
Greg Mason – KBW
Okay, great. And then one last modeling question. The $2 million dividend income this quarter, can you tell us what that was from?
That was a one-time dividend we received from ESP Holdings investment that we exited and part of our legacy distressed strategy.
Greg Mason – KBW
Great. Thank you, guys.
Sure. Just as an additional comment on that though, I think you can see that we’re continuing to earn in excess of a regular quarterly dividend rate. And so we have made four special dividends in the last seven quarters. And so from time to time, we think that using special dividends is an effective way to deal with that.
Thank you. Our next question will be coming from the line of Robert Dodd from Raymond James. Your line is open.
Robert Dodd – Raymond James Financial, Inc.
Hi, guys. And again, congratulations on the SBA license. And that’s – and my question, can you give us some color on not these deals that you see but deals that meet your underwriting criteria excess [ph], deals that you would actually close that would qualify to be put in an SBA vehicle size wise, et cetera? And is that material or is that going to require to the incremental investment in headcount specialist, however you want to put it, to fully utilize that vehicle?
Robert, thank you and thanks for the question. We see the SBIC as being very complementary to the way we’ve been running the business. When we looked into getting it in the first place and looked at our portfolio and traced it back, we confirmed that the significant part of the historical portfolio would have been appropriate to finance through the SBIC license.
So we don’t contemplate making any significant changes in the business or the way we’re running it to accommodate the fact that we have a license. We’re very pleased that we’ve been able to get it and that we’ll take advantage of that as a source of funding which we think will be very helpful. But we don’t see it as being any kind of a major change to the way we’re operating the business or originating loans.
Robert Dodd – Raymond James Financial, Inc.
Thank you. And then more on kind of the market color, again, we’ve been hearing from some of the issues in terms of spread, can you talk – stabilizing those and expanding in some places. And you talked a little bit about obviously in Q1, originations and repayments were the same. Early in Q2, you’re at 9.8% which was within a rounding is approximately stable with the first quarter.
Can you give us any more color about what you’re seeing over the last couple of months on spread and whether that is correlated with – there’s some debate about whether the leverage levels is already going up or not, so can you give us more – maybe some more granular color on what you’re seeing spread wise and leverage wise and even covenant wise if there’s anything changing there?
Sure. Robert, it’s Raj here. I’ll take that one. I think – and just to reiterate some of the commentary Howard made, whether three-quarters is a trend or not, we’ve seen over the last several quarters the ability to underwrite it. Good spreads, maybe slightly higher than where we’ve exited. The current quarter, it’s slightly below but in both – in sort of each case, it’s kind of 50 to 100 basis points difference which I would qualify as indicative of some stability.
We’ve also always bifurcated the larger cap market and our market which is a little more privately negotiated and not as sort of much the flow names. And in certainly the larger cap, the trends have been for – some weakening structures, the covenants, when they aren’t – when they do exist, tend to have widened out with some of the leverage levels. And we’ve always differentiated our ability to maintain some more discipline and ultimately just walk away. And we continue to do that.
I do think there is some stability. We’ve seen it over the last several quarters. To be honest, in sort of the recent weeks, we’ve seen some people either pull or delay deals, whatever that’s related to. Maybe it’s the broader market or equity markets. But we do think that there is some stability. That may change in the next couple of quarters. Time will tell. It may change through this quarter. But so far, we’ve tried to maintain discipline and keep things protective, both in the documents, the covenant structures and just overall rates we’re willing to underwrite to.
Robert Dodd – Raymond James Financial, Inc.
Okay, very helpful color. Thanks a lot, guys.
Thank you. Our next question will be coming from the line of Chris Kotowski from Oppenheimer & Company. Your line is open.
Chris Kotowski – Oppenheimer & Company, Inc.
Hey, I’d also like to congratulate you on your SBIC. And another question related to that, I mean looking at your leverage ratios on Page 8, they’ve been in a fairly stable and low level. I mean given that the long term lock up nature of the SPA funding, should we expect that to work higher as you put assets into that?
Sure. Thanks, Chris. The table shows a snapshot in time, one day at the end of the quarters. So the numbers there may not be reflective of the leverage we’ve been running throughout the year.
And in fact, last year, we did a series of equity raises, a couple of them towards the end of the quarter. So the normative leverage we were running, our average – the leverage we were running throughout the quarter may have been quite different from what you’re seeing there, and particularly Q2 of last year when our leverage got to a point where we’re selling some assets to make room for new deals in the portfolio.
So I think we’re always trying to run with a balance of taking advantage of leverage. The SBIC as you note is really long term in nature and flexible, and I think will enable us to do a little bit more in that regard than we have historically.
And our goal is to continue to expand our earnings and put our liquidity to work and optimize our portfolio while at the same time making sure that we have enough liquidity to grow the business and take advantage of the opportunities that we’re seeing.
Chris Kotowski – Oppenheimer & Company
Okay. And then just as a follow up, I mean I guess I looked in the past year, you’ve grown the investment portfolio by $300 million. And so in theory, $150 million facilities last six months. But I presume one puts that to work more slowly. And can you give us any guidance on what one should expect?
Yes, our expectation is that we will put the SBIC to work more slowly than the rest of the portfolio because only a portion of the portfolio will qualify for going into the SBIC.
We’re not sure what the timing will be. As we say I think really with all of our investments, we try not to manage to some schedule. We try just to make the loans and investments that makes sense when they come along. And so I suspect that our usage of it will be lumpy.
Chris Kotowski – Oppenheimer & Company
Okay. All right, that’s it for me. Thank you.
Thank you. (Operator instructions) Our next question will be coming from the line of Jon Bock from Wells Fargo Securities. Your line is open.
Jon Bock – Wells Fargo Securities
Hi, good afternoon, and thank you for taking my questions. Howard, in terms of how the SBIC facility is funded, and we appreciate your discussion on expectation, can you maybe give us a sense of mix and appropriateness of funding that with internal liquidity versus equity capital that one might raise in the near to intermediate term? What are your thoughts on either?
Sure, Jon. Fortunately, we are not required to put equity down in the facility in advance. We have one preapproved investment accreture [ph] that was approved just before we received licensing approval.
And so as we go along, we’d like to take advantage of the attractive leverage that we expect to be able to access by issuing the debentures.
How quickly we put those on and whether we fund that with internal equity that we have today or ultimately seek additional capital to do that will be a function of what’s going in other parts of the balance sheet. And so I don’t think we can just isolate it and tell you that it’s going to work in a specific way. It’s going to be a combination of optimizing the balance sheet in general and then perform the requirements of the SBIC facility.
Jon Bock – Wells Fargo Securities
Okay. Then maybe I’ll rephrase. So if we’re looking at TCPC today at a nine yield depending on where you’ve raised equity capital in the past and in light of the fact that spreads are tighter now, would one be able to issue equity at this price and make it NOI accretive to the shareholders in the near term?
We think that given the low cost of leverage that we have and the capital structure we have that we can generally make issuances accretive.
And we sought to do that overtime whether at any particular price or with any given investment that applies, that’s always our goal.
Jon Bock – Wells Fargo Securities
Okay. And just one additional question in terms of write ups and write downs in the quarter. Would you be able to comment real quick about the RM Holdco’s subordinated convertible term loan to see a bit of a write down there that’s already marked on that investment prior, but as also as a little bit more of a movement in share values and normal? Maybe just a small update on that credit. That’s all my question.
Sure, sure. This is an important week for the company because of the Cinco de Mayo and that company, there’s a lot of its business with Mexican food.
In terms of more globally how the business is doing, the concept itself is in a very tough market. Casual dining is challenged in general and the Californian market where these company is conscious and traded, it’s particularly difficult.
That said, we have a new management team in there. And we believe they’re making a lot of progress and improvements in the business. And we’re pleased with what we’re seeing on an operating basis.
Jon Bock – Wells Fargo Securities
Okay, thank you.
Thank you. Our next question will be coming from the line of Andrew Kerai from National Securities. Your line is open.
Andrew Kerai – National Securities
Yes, hi. Thank you. My question has been answered and so back in the queue.
Thank you. And at this time, I’m seeing any further any questions. I would now like to turn the call back over to Howard Levkowitz for any closing remarks.
This is Howard Levkowitz. Thanks. We appreciate your questions and dialog today. I’d like to thank our experienced, dedicated and talented team of professionals of TCP Capital Corporation. Thanks again for joining us. This concludes today’s call.
Ladies and gentlemen, thank for participating in today’s conference. This does conclude the program and you may all disconnect. Everyone, have a great day.
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