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Executives

Dayl W. Pearson - Chief Executive Officer, President and Director

Edward U. Gilpin - Chief Financial Officer, Principal Accounting Officer, Treasurer and Secretary

Analysts

Greg Mason - Stifel, Nicolaus & Co., Inc., Research Division

John Hecht - Stephens Inc., Research Division

John T. G. Rogers - Janney Montgomery Scott LLC, Research Division

KCAP Financial (KCAP) Q2 2012 Earnings Call August 9, 2012 4:00 PM ET

Operator

Good afternoon, ladies and gentlemen and welcome to the KCAP Financial Inc. Second Quarter 2012 Earnings Conference Call. An earnings press release was distributed on Wednesday, August 8, 2012. If you did not receive a copy, the release is available on the company's website at www.kcapfinancial.com in the Investor Relations section. [Operator Instructions] As a reminder, this conference is being recorded today, Thursday, August 9, 2012.

This call is also being hosted on a live webcast, which can be accessed at our company's website, www.kcapfinancial.com in the Investor Relations section under Events. In addition, if you would like to be added to the company's distribution list for news events, including earnings releases, please contact Denise Rodriguez at (212) 455-8300.

Today's conference call includes forward-looking statements and projections and we ask that you refer to KCAP Financial's most recent filings with the SEC for important factors that would cause actual results to differ materially from those projections. KCAP Financial does not undertake to update its forward-looking statements unless required by law.

I would now like to introduce your host for today's conference, Mr. Dayl Pearson, President and Chief Executive Officer, KCAP Financial. Mr. Pearson, you may begin.

Dayl W. Pearson

Thank you, all, for joining KCAP Financial for a review of its second quarter 2012 financial results. I will open the call with some broad commentary about important highlights and activities during the quarter, including the impact of our financial results of our acquisition of Trimaran Advisors earlier this year, and we'll then discuss our investment portfolio in more detail. I will then turn the call over to our Chief Financial Officer, Ted Gilpin, to provide a recap of our 2012 second quarter operating results and our financial condition at the end of the quarter. We will then open the line for your questions at the end of the call.

So let me first provide a brief recap of some important highlights in the second quarter. In the second quarter, our NII increased from $0.15 in the first quarter to $0.23. This resulted in an increase of our dividend by 33% to $0.24 per share. The second quarter marked our first full quarter following our February 29, 2012, acquisition of Trimaran Advisors, and the acquisition was an important factor behind our increased dividend and investment income.

As you will recall, as part of the acquisition, we purchased equity positions in 4 CLO funds managed by Trimaran for a cash purchase price of approximately $13 million. Distribution to us from these funds contributed approximately $1.4 million to our total investment income for the second quarter. Aside from the acquisition of the equity interest, we also purchased the Asset Management business of Trimaran Advisors, which was responsible for an increase in the periodic dividends we have received from our 2 asset manager affiliates, from $825,000 in the first quarter to $1.2 million in the second quarter of 2012. Our other asset manager affiliate is Katonah Debt Advisors.

Trimaran should generate approximately $3.6 million of base management fees over the remainder of the year. In addition, we expect to realize incentive fees from some of the CLO funds it manages, likely beginning in the fourth quarter 2012. The incentive fees could significantly increase income available for distribution to us beginning in 2013. While those incentive fees will reduce the distributions on the related CLO funds, the equities that we own, our ownership interest in the CLO funds managed by Trimaran only represents approximately 17% of the equity interest in these funds. Because Trimaran, which is wholly owned by us, is entitled to 100% of the incentive fees, the loss of these distributions on our CLO funds securities will be more than offset by a receipt of such incentive fees, be it distributions from Trimaran.

As we said last quarter, from a long-term strategic perspective, we believe that increasing the size of our Asset Management business in terms of both AUM and professionals will lead to a greater ability to access the new issue CLO market, and allow us to grow the platform internally. In fact, we recently signed a nonbinding engagement letter to start working on a new CLO fund.

I will now review our portfolio of middle market corporate loans and equity investments and our new origination activity. We continue to see repayment of lower yielding assets at par, which should allow us to further increase our net spread as we seek to reinvest these proceeds in higher-yielding assets. As always, we will continue to be focused on credit quality and will manage and monitor our risks appropriately. Since early February, deal flow has increased substantially. Since the beginning of 2012, we reviewed close to 60 new transactions with a turn-down rate of approximately 85%. We closed 4 new deals in the second quarter including 2 second lien and 2 senior note transactions. Three of these closed in June, and therefore, made a very limited contribution to our net investment income in the quarter.

In all 4 cases, these loans were originated with the financial sponsors and we partnered with Mezzanine Funds and/or other BDCs in each case. These 4 transactions totaled over $20 million and deployed at a yield of approximately 12%. Given the uncertain and economic environment involving the credit market, we have remained very cautious in terms of deploying capital and continue to maintain adequate liquidity.

The combined yield on our debt portfolio, loans, bonds and CLO securities was 21% at June 30, 2012. As of June 30, 2012, our weighted average mark-to-market value to par on our debt securities portfolio was 84, which was unchanged from the year end 2011. As for our CLO portfolio, we -- our weighted average mark-to-market value to par was 67 as of June 30, 2012, an increase on the weighted average mark-to-market of 63 at year end 2011.

Our 100% ownership of our asset manager affiliates was valued at approximately $72.9 million, based on their assets under management and prospective cash flows at June 30, 2012. Our investment portfolio at the end of the second quarter of 2012 totaled approximately $299 million.

Credit quality remains good. At the end of the second quarter, our debt securities totaled approximately $143 million and represented 47% of the investment portfolio. First lien loans now represent 49% of the debt securities, and second lien loans represent 30%. Approximately 14% of our debt investments are fixed-rate investments and the weighted average rate of 13.3%.

At June 30, 2012, we had 4 issuers on nonaccrual status representing less than 1% of total assets. All CLOs managed by KDA and Trimaran continue to be current on equity distributions and management fees. The management fee stream paid to our asset manager affiliates is based on the par value of the assets managed and thus provides a relatively stable income stream not subject to potential volatility in the market prices of the underlying assets. These stable income streams allows our asset manager affiliates to make periodic distributions to us in the form of a dividend, as mentioned earlier, $1.2 million in the second quarter.

Additionally, as of June 30, 2012, our asset manager affiliates had approximately $3.3 billion of par value assets under management. We also continue to evaluate our equity and debt financing options which will allow us to focus on continued balance sheet growth, increasing net investment income and dividend distributions. In fact, on August 2, we filed a Form N-2 registrations with the SEC with the intent of offering unsecured notes in the latter half of 2012.

And now, I'll ask Ted Gilpin, who joined KCAP Financial in June, to walk you through the details of our financial performance. Ted?

Edward U. Gilpin

Thank you, Dayl, and good afternoon, everyone. I'll first go cover some high-level financial information and then go into a little more detail on specific metrics. As of June 30, 2012, our NAV stood at $7.66 per share as compared to $7.78 at the end of March 2012. Decrease can be attributed to a net negative realized and unrealized mark-to-market loss of $4.4 million on our investments in the second quarter.

The company declared a dividend of $0.24 a share for the second quarter of 2012 as compared to $0.18 a share for the second quarter of last year. The vast majority of the increase can be attributed to the full integration of our first quarter acquisition of Trimaran Advisors. Component pieces of the dividend can be found in our operating results for the 2012 second quarter.

First, interest income for the 3 months ended June 30, 2012, was $2.7 million or $0.10 per share compared to $2.1 million or $0.09 per share for the same period of 2011. The increase can be attributed to more invested assets.

Second, dividends from the investments in CLO securities was $5.5 million, or $0.21 per share in the second quarter of 2012 compared with $3.3 million and $0.14 per share in the same period of 2011. The majority of the increase can be attributed to the acquisition of the equity in the 4 Trimaran CLOs.

And finally, the third revenue component, as stated earlier, our asset manager affiliate dividend is up to KCAP Financial $1.2 million or $0.05 per share in the second quarter of 2012 as compared to $650,000 in the second quarter of 2011, or $0.03 per share. The increase resulted from our acquisition of Trimaran Advisors in early 2012 and the respective net asset and further net asset management fees available to be dividend-ed up to us. These 3 revenue components resulted in total investment revenue of $9.5 million in 2012, in the second quarter of 2012, as compared to $6.1 million for the same period in 2011.

This, coupled with the fact that total expenses year-over-year remained relatively flat at $3.5 million, interest expense increased by approximately $200,000 while compensation expense decreased by a like amount. As a result, we reported net investment income, or NII, of $6.0 million or approximately $0.23 per share. In addition, a onetime expense adjustment of over $300,000 relating to the transition of a new CFO was expensed in the period rather than accruing the cost over the year. The result was around $0.01 and $0.25 per share hit to earnings. Therefore assets as onetime expense, NII was to $0.24 per share in the second quarter of 2012.

Now I'll cover a few aspects in more detail. As I mentioned earlier, second quarter year-over-year investment income from debt securities increased to approximately $2.7 million, a 30% increase from 2011. This increase was primarily due to an increase in the size of our loan portfolio, $143.3 million at quarter end versus $114.7 million the prior year, the increase of 21%. The increased balance can be attributed to the utilization of a portion of our credit facility. The second quarter year-over-year investment income from CLO fund securities increased to 66%, or $2.2 million to approximately $5.5 million from approximately $3.3 million in 2011. This increase is due to the aforementioned addition of subordinate tranches of CLO fund securities acquired in connection with the Trimaran acquisition.

The company recorded net realized and unrealized depreciation of approximately $4.4 million or $0.16 per share during the second quarter end June 30, 2012, as compared to net realized and unrealized depreciation of approximately $1.8 million or $0.08 per share for the same period in 2011.

On the liability side of the balance sheet, as of June 30, 2012, our debt outstanding consists of $60 million of convertible notes, with a 5-year term and a fixed-rate of 8 3/4% and $21.5 million utilized under our $30 million credit facility with Credit Suisse at LIBOR plus 300 basis points.

At quarter end, we had sufficient liquidity in cash and high [indiscernible] investments to meet our credit and underwriting projections. Our asset coverage ratio at quarter end was 351%, well above the minimum required 200% for BDCs.

For additional information regarding the above metrics and for the full second quarter 2012 results, please refer to our recently filed second quarter 10-Q available online at the SEC, or on our website, www.kcapfinancial.com. With that, I'd like to thank you for your time and we'll now turn the call back to the operator to start the Q&A session.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from Greg Mason of Stifel, Nicolaus.

Greg Mason - Stifel, Nicolaus & Co., Inc., Research Division

To take a look at the asset manager, you have $1.2 million this quarter. I believe you said you've got $3.65 million of base management fees for the remainder of this year, so that would be about $1.8 million a quarter. How much of that do you expect to flow through of that $1.8 million to the BDC? Obviously, you've got to cover your expenses at the asset manager, what should we be thinking about in the second half of this year?

Dayl W. Pearson

Well the $3.6 million I mentioned refers to just the Trimaran fees, I was talking about what the acquisition brought to the table. So in addition to that $3.6 million, KDA should be probably around $4.3 million or $4.4 million. In terms of what we think we'll be able to dividend over the next two quarters, I think $1.2 million is probably a good starting point, we think there's maybe a little bit of upside in that. It also depends upon if we get any incentive fees in the fourth quarter from some of the Trimaran funds.

Greg Mason - Stifel, Nicolaus & Co., Inc., Research Division

And as we think about those incentive fees in 2013, any color on how we should think about trying to calculate or quantify the incentive fees to the manager and ultimately to the BDC?

Dayl W. Pearson

That's a great question. I think -- my guess is -- we're excited about the amount of the incentive fees per quarter 2013. It's somewhat a function of performance over the next couple of quarters. We know they're going to be earned. The question is exactly how much is that going to be. I think we'll probably have more color on that, but I wouldn't be surprised of seeing $1 million a quarter in 2013.

Edward U. Gilpin

I think that's a good proxy.

Dayl W. Pearson

That's a good proxy. But again...

Edward U. Gilpin

It depends a little bit about when turns on it and when it...

Dayl W. Pearson

The problem is when you -- exactly when you meet the hurdle and then the money starts to kick in. So it depends upon how much of sub fees we take in fourth quarter 2012 or if it's not even a first full quarter until first quarter of 2013. But I would say roughly $1 million a quarter in 2013 is probably a good guesstimate.

Greg Mason - Stifel, Nicolaus & Co., Inc., Research Division

And then, about your leverage, what is your target leverage that you look for, for your balance sheet?

Dayl W. Pearson

I think we've talked in the past about, depending upon the form of the leverage, somewhere between in sort of 0.5x and 0.7x our NAV. The more we have in longer-term fixed rate leverage, I think, the more comfortable we are with having a slightly higher ratio. But sort of in that ballpark.

Operator

[Operator Instructions] Our next question comes from John Hecht of Stephens.

John Hecht - Stephens Inc., Research Division

It seems like credit quality is pretty stable, Dayl. Anything on the watch list or any trends you're seeing in the portfolio worthy of mentioning?

Dayl W. Pearson

Yes, I think by and large, you're correct. It's been fairly stable there. There are 1 or 2 names which we're watching closely, especially those which have reliance on state and local government expenditures, which obviously, are under a lot of pressure. In terms of overall cyclicality, we're really not seeing -- we don't have that many cyclical names [ph] but the ones that we do have, have been relatively stable. So we're not seeing a major impact from the economy right now. It's more other sort of one-off factors.

John Hecht - Stephens Inc., Research Division

Okay. And then it sounds like you're looking to issue a new CLO out of the Asset Management division. What -- structurally, what changes do you expect to see, whether it's over-collateralization or equity tranche levels or rates versus the CLOs that may be done prior to the recession?

Dayl W. Pearson

A lot of it's sort of minor structural changes which are a bit esoteric. But really, the biggest difference is the cost of debt. The cost of AAA's in the other '06 and '07 funds is somewhere between 23 and 25 basis points over LIBOR. What's getting done so far this year has ranged anywhere from a low of 130 basis points over LIBOR to more recently, 145 to 150. We expect that to come down a bit, but that's -- the leverage is -- leverage levels really haven't changed much. It's really just the cost of funds. On the other hand, obviously, those go hand-in-hand -- the returns on the assets are also higher than the initial assets that were in the funds that we now manage. But the real driver of new CLO issuance is the cost of the AAA's because that's 70% to 75% of the capital structure.

Operator

Our next question comes from JT Rogers of Janney Capital.

John T. G. Rogers - Janney Montgomery Scott LLC, Research Division

First question on the $1 million per quarter run rate next year on the incentive fees, is that net of lower income flowing through to the income notes and preferred shares of the Trimaran CLOs?

Dayl W. Pearson

Let me be clear. We're not providing guidance, we're providing sort of a bit of guesstimate. And again, if that $1 million fee we're talking about, that would probably result in something like $150,000 to $175,000 reduction in the CLO distribution. So net, it's still a significant contributor but -- and again, it's not guidance, it's just a guesstimate.

John T. G. Rogers - Janney Montgomery Scott LLC, Research Division

Okay, great, that helps. And in terms of the CLO issuance, would you all retain all of the equity in a potential CLO issuance or would you look to parcel that out to other buyers?

Dayl W. Pearson

We would not, based upon guidance we've gotten from counsel, we would probably more likely target something around 25% retention of the equity tranche. The SEC has not really come down in terms of where they feel consolidation of the entire liability structure would be warranted, but we think if we stay at 25% or so, we -- the guidance we've gotten from counsels in that sort of appropriate place to be. And so, we would look for partners to fill out the other 75%, and we've been in the process of doing that over the last couple of months.

John T. G. Rogers - Janney Montgomery Scott LLC, Research Division

Is there any hurdle in terms of where the spreads for the AAA tranche needs to go before you -- there's a big appetite for partners in the equity tranche?

Dayl W. Pearson

Not really. I mean, I think there are a number of people out there who either have specialized funds or who have an allocation to invest in this and I think they're looking at the overall returns on the fund, not necessarily just the pricing of the AAAs. So if you have assets and liabilities, sort of the same sort of relative sort of higher pricing structure, they're looking at total returns at IRR. As are we, obviously.

John T. G. Rogers - Janney Montgomery Scott LLC, Research Division

I was thinking to the extent that lower spreads to the AAA that affects your expected IRR for the equity?

Dayl W. Pearson

Yes, remember, what happens is when the AAA pricing goes down, the pricing on loans gets pushed down too. So again, you're not locking in the spreads on the loans. So -- and the loan spreads won't move around while you've locked in your spread on the AAA.

Operator

[Operator Instructions] I'm showing no further questions at this time, I'd like to turn the conference back over to Mr. Dayl Pearson for any closing remarks.

Dayl W. Pearson

I don't have any other remarks, but I appreciate everyone's being on the call this afternoon. And we look forward to talking to you again soon. Thank you.

Operator

Ladies and gentlemen, this does conclude today's conference. You may all disconnect and have a wonderful day.

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