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8-K - FS INVESTMENT CORP--8-K - FS KKR Capital Corpd683493d8k.htm

Exhibit 99.1

 

 

LOGO

FS Investment Corporation Announces Financial Results for its Fourth Quarter and Year Ended

December 31, 2013 and Provides Details of Stockholder Conference Call

PHILADELPHIA, PA, March 5, 2014 – FS Investment Corporation (“FSIC”, “we” or “us”), a business development company focused primarily on investing in the debt securities of private U.S. companies, announced its operating results for the quarter and year ended December 31, 2013. FSIC will hold a conference call at 10:00 a.m., Eastern Time, on Wednesday, March 12, 2014 to discuss these results. Information for those interested in participating in the call can be found below.

Financial Highlights for the Quarter Ended December 31, 20131

 

    Net asset value per share as of December 31, 2013 was $10.18 compared to $10.10 per share as of September 30, 2013

 

    Net investment income of $0.20 per share for the quarter ended December 31, 2013 compared to $0.26 per share for the quarter ended September 30, 2013

 

    Adjusted net investment income of $0.24 per share for the quarter ended December 31, 2013 compared to $0.26 per share for the quarter ended September 30, 20132

 

    Paid regular cash distributions to stockholders totaling $0.2137 per share during the quarter ended December 31, 20133

Financial Highlights for the Year Ended December 31, 20131

 

    Net investment income of $0.96 per share for the year ended December 31, 2013 compared to $0.59 per share for the year ended December 31, 2012

 

    Adjusted net investment income of $0.99 per share for the year ended December 31, 2013 compared to $0.71 per share for the year ended December 31, 20122

 

    Paid regular cash distributions to stockholders totaling $0.8303 per share during the year ended December 31, 20133

 

    Generated a GAAP total return of 10.43% for the year ended December 31, 20134

 

    Undistributed net investment income and realized capital gains on a tax basis of $0.53 per share as of December 31, 2013

“We are pleased with our fourth quarter and full year 2013 financial results,” said Michael C. Forman, Chairman and Chief Executive Officer of FSIC. “Our focus on directly originated, senior secured investments and our ability to leverage the broad investment capabilities of the GSO / Blackstone platform enabled us to increase our distribution rate twice during the year and to once again generate a strong risk-adjusted return for our stockholders. Although we recognize that much work lies ahead, we believe that our experience, scale, partnership with GSO / Blackstone and five-year track record of strong performance position us well for a successful listing.”


Operating Results

 

    Quarter-over-Quarter     Year-over-Year  
(all per share amounts are basic and diluted)1   Three Months Ended
December 31, 2013
    Three Months Ended
September 30, 2013
    Three Months Ended
December 31, 2013
    Three Months Ended
December 30, 2012
 

Net investment income per share

  $ 0.20      $ 0.26      $ 0.20      $ 0.19   

Adjusted net investment income per share2

  $ 0.24      $ 0.26      $ 0.24      $ 0.19   

Total net realized and unrealized gain (loss) on investments per share

  $ 0.10      $ (0.03   $ 0.10      $ 0.13   

Net increase (decrease) in net assets resulting from operations (earnings per share)

  $ 0.30      $ 0.23      $ 0.30      $ 0.32   

Stockholder distributions per share3

  $ 0.2137      $ 0.2093      $ 0.2137      $ 0.2025   

Net asset value per share at period end

  $ 10.18      $ 10.10      $ 10.18      $ 9.97   

Portfolio Highlights

 

    New investments totaled $437.2 million and $2.6 billion for the three months and year ended December 31, 2013, respectively

 

    Direct origination activity totaled $86.9 million and $1.6 billion for the three months and year ended December 31, 2013, respectively

 

    As of December 31, 2013, the fair value of investments was $4.1 billion, of which 51% represented direct originations, 28% represented opportunistic investments and 21% represented broadly syndicated and other investments

Total Portfolio Activity

 

(dollar amounts in thousands)    For the
Three Months Ended
December 31, 2013
    For the
Year Ended

December 31, 2013
 

Purchases

   $ 437,173      $ 2,641,733   

Sales and Redemptions

     (535,910     (2,510,887
  

 

 

   

 

 

 

Net portfolio activity

   $ (98,737   $ 130,846   
  

 

 

   

 

 

 

 

(dollar amounts in thousands)    As of
December 31, 2013
 

Total fair value of investments

   $ 4,137,581   

Total assets

   $ 4,444,577   


     As of
December 31, 2013
 

Portfolio Data

  

Number of Portfolio Companies

     165   

Average Annual EBITDA of Portfolio Companies

   $ 190,700   

Weighted Average Purchase Price of Investments (as a % of par or stated value)

     97.3

Weighted Average Credit Rating of Investments that were Rated5

     B3   

Investments on Non-Accrual6

     —  

Asset Class (based on fair value)

  

Senior Secured Loans — First Lien

     51

Senior Secured Loans — Second Lien

     22

Senior Secured Bonds

     9

Subordinated Debt

     10

Collateralized Securities

     4

Equity/Other

     4

Portfolio Composition by Strategy (based on fair value)7

  

Direct Originations

     51

Opportunistic

     28

Broadly Syndicated/Other

     21

Interest Rate Type (based on fair value)

  

Variable Rate

     72.2

Fixed Rate

     23.5

Income Producing Preferred Equity

     2.4

Non-Income Producing Equity or Other Investments

     1.9

Yields

  

Gross Portfolio Yield Prior to Leverage (based on amortized cost)

     10.1

Gross Portfolio Yield Prior to Leverage (based on amortized cost) — Excluding Non-Income Producing Assets

     10.2

Direct Origination Activity

 

                                                             
    

For the

Three Months Ended

   

For the

Year Ended

 
(dollar amounts in thousands)    December 31, 2013     December 31, 2013  

New Direct Originations

    

Total Commitments (including Unfunded Commitments)

   $ 86,913     $ 1,559,115   

Exited Investments (including partial paydowns)

     (188,718 )     (519,894
  

 

 

   

 

 

 

Net Direct Origination Activity

   $ (101,805 )   $ 1,039,221   
  

 

 

   

 

 

 

New Direct Originations by Asset Class

    

Senior Secured Loans — First Lien

     78 %     71

Senior Secured Loans — Second Lien

            15

Senior Secured Bonds

              

Subordinated Debt

            11

Collateralized Securities

     19 %     1

Equity/Other

     3 %     2


                                                             
(dollar amounts in thousands)         Year Ended
December 31, 2013
 

Characteristics of All Direct Originations Held in Portfolio

     

Direct Originations at Fair Value

      $ 2,096,806   

Number of Portfolio Companies

        35   

Average Annual EBITDA of Portfolio Companies

      $ 34,900   

Average Leverage Through Tranche of Portfolio Companies — Excluding Equity/Other and Collateralized Securities

        4.0x   

Investments on Non-Accrual

        —  

Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations

        9.9

Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations — Excluding Non-Income Producing Assets

        10.0

Balance Sheet Summary

 

(in thousands, except per share amounts)    Year Ended
December 31, 2013
     Year Ended
December 31, 2012
 

Assets

     

Investments, at fair value

   $ 4,137,581       $ 3,934,722   

Cash

     227,328         338,895   

Receivable for investments sold and repaid

     26,722         20,160   

Interest receivable

     47,622         44,711   

Deferred financing costs

     5,168         7,735   

Prepaid expenses and other assets

     156         530   
  

 

 

    

 

 

 

Total assets

   $ 4,444,577       $ 4,346,753   
  

 

 

    

 

 

 

Liabilities

     

Payable for investments purchased

   $ 23,423       $ 79,420   

Credit facilities payable

     723,682         973,046   

Repurchase agreement payable

     950,000         676,667   

Stockholder distributions payable

     18,671         17,003   

Management fees payable

     22,700         21,507   

Accrued capital gains incentive fees

     32,133         39,751   

Subordinated income incentive fees payable

     14,303         13,393   

Administrative services expense payable

     1,153         947   

Interest payable

     10,563         10,242   

Directors’ fees payable

     254         —     

Other accrued expenses and liabilities

     6,703         3,039   
  

 

 

    

 

 

 

Total liabilities

   $ 1,803,585       $ 1,835,015   
  

 

 

    

 

 

 

Stockholders’ Equity

     

Preferred stock, $0.001 par value

     —           —     

Common stock, $0.001 par value

     259         252   

Capital in excess of par value

     2,466,753         2,397,826   

Accumulated undistributed net realized gains on investments and gain/loss on foreign currency

     55,344         —     

Accumulated undistributed (distributions in excess of) net investment income

     35,322         4,307   

Net unrealized appreciation (depreciation) on investments and gain/loss on foreign currency

     83,314         109,353   
  

 

 

    

 

 

 

Total stockholders’ equity

     2,640,992         2,511,738   
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 4,444,577       $ 4,346,753   
  

 

 

    

 

 

 

Net asset value per share of common stock at period end

   $ 10.18       $ 9.97   
  

 

 

    

 

 

 


Reconciliation of Non-GAAP Financial Measures

 

     Three Months Ended  
     December 31, 2013      September 30, 2013      December 31, 2012  

GAAP net investment income per share

   $ 0.20       $ 0.26       $ 0.19   

Plus incentive fee accrual on unrealized gains per share

     0.02         —           —     

Plus excise taxes per share

     0.02         —           —     
  

 

 

    

 

 

    

 

 

 

Adjusted net investment income per share

   $ 0.24       $ 0.26       $ 0.19   
  

 

 

    

 

 

    

 

 

 

 

     Year Ended  
     December 31, 2013      December 31, 2012  

GAAP net investment income per share

   $ 0.96       $ 0.59   

Plus incentive fee accrual on unrealized gains per share

     0.01       $ 0.12   

Plus excise taxes per share

     0.02         —     
  

 

 

    

 

 

 

Adjusted net investment income per share

   $ 0.99       $ 0.71   
  

 

 

    

 

 

 

 

1) The per share data was derived by using the weighted average shares outstanding during the applicable period.
2) Adjusted net investment income is a non-GAAP financial measure. Adjusted net investment income is the net per share increase (decrease) in net investment income excluding the accrual for capital gains incentive fee attributable to unrealized gains and excise taxes. We accrue the capital gains incentive fee based on net realized and unrealized gains; however, under the terms of FSIC’s investment advisory and administrative services agreement with FB Income Advisor, LLC, dated as of February 12, 2008, as amended on August 5, 2008, the fee payable by us is based on realized gains and no such fee is payable with respect to unrealized gains unless and until such gains are actually realized. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. Reconciliations of GAAP net investment income to adjusted net investment income can be found above.
3) The per share data for distributions reflects the actual amount of distributions paid per share during the applicable period.
4) GAAP return for the year ended December 31, 2013. This return is calculated in accordance with GAAP and equals the NAV per share as of the end of the applicable period, plus cash distributions declared during the relevant period, divided by the NAV per share as of the beginning of the applicable period. This return represents the return on the fund’s investment portfolio rather than an actual return to stockholders. Past performance is not indicative of future results.
5) The weighted average credit rating of investments is the weighted average credit rating of the investments in our portfolio that were rated, based upon the scale of Moody’s Investors Service, Inc. As of December 31, 2013, approximately 40.7% of our portfolio (based on the fair value of our investments) was rated.
6) We record interest income on an accrual basis. Generally, investments are placed on non-accrual when the collection of future interest and principal payments is uncertain.
7) See FSIC’s annual report on Form 10-K for the year ended December 31, 2013 for a description of the investment strategies.


Conference Call Information

FSIC will hold its annual stockholder conference call on Wednesday, March 12, 2014, at 10:00 a.m., Eastern Time. Interested parties are invited to participate via telephone or webcast, which will be hosted on a webcast link located on the “Investor Relations” section of our website (www.fsinvestmentcorp.com). For participants joining via telephone, please dial (800) 446-1671 at least 10 minutes prior to the beginning of the conference call and provide the confirmation code 36801730 when prompted. An audio archive of the call will be available for replay. The link to the audio archive can be found under the “Investor Relations” section of FSIC’s website and will be available for a period of 30 days following the call.

Supplemental Information

FSIC will provide a financial information presentation with additional details on its financial results for the three months and year ended December 31, 2013 in advance of the March 12, 2014 conference call. In the presentation, FSIC intends to also include select portfolio and financial information for the period beginning on January 1, 2014, and ending on February 28, 2014. This interim information is being provided in connection with the proposed listing of FSIC’s shares of common stock on the New York Stock Exchange LLC (“NYSE”). This presentation will be made available under the “Investor Relations” section of FSIC’s website (www.fsinvestmentcorp.com). For inquiries, please contact Ben Holman at (215) 220-6266.

About FSIC

FSIC, an investment fund sponsored by Franklin Square Capital Partners (“Franklin Square”), is a publicly registered business development company (“BDC”). A BDC such as FSIC is a type of investment fund that enables investors to access investments in private U.S. companies. FSIC focuses primarily on investing in the debt securities of private companies throughout the U.S., with the investment objectives of generating current income and, to a lesser extent, long-term capital appreciation for its investors. FSIC is managed by FB Income Advisor, LLC, an affiliate of Franklin Square, and is sub-advised by GSO / Blackstone Debt Funds Management LLC, an affiliate of GSO Capital Partners LP (“GSO”). GSO, with approximately $65 billion in assets under management as of December 31, 2013, is the credit platform of Blackstone. For more information, please visit www.fsinvestmentcorp.com.

About Franklin Square

Franklin Square is a leading manager of alternative investment funds designed to enhance investors’ portfolios by providing access to asset classes, strategies and asset managers that typically have been available to only the largest institutional investors. The firm’s funds offer “endowment-style” investment strategies that help construct diversified portfolios and manage risk. Franklin Square strives not only to maximize investment returns but also to set the industry standard for best practices by focusing on transparency, investor protection and education for investment professionals and their clients.

Founded in Philadelphia in 2007, Franklin Square quickly established itself as a leader in the world of alternative investments by introducing innovative credit-based income funds, including the industry’s first non-traded BDC. The firm currently manages four funds with over $10 billion in assets as of December 31, 2013. For more information, please visit www.franklinsquare.com.

Other Information

The information in this press release is summary information only and should be read in conjunction with FSIC’s annual report on Form 10-K for the year ended December 31, 2013, which FSIC filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2014, as well as FSIC’s other reports filed with the SEC. A copy of FSIC’s annual report on Form 10-K for the year ended December 31, 2013 and FSIC’s other reports filed with the SEC can be found on FSIC’s website at www.fsinvestmentcorp.com and the SEC’s website at www.sec.gov.


Certain Information About Distributions

The determination of the tax attributes of FSIC’s distributions is made annually as of the end of its fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. FSIC intends to update stockholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV.

The payment of future distributions on FSIC’s shares of common stock is subject to the discretion of its board of directors and applicable legal restrictions, and therefore, there can be no assurance as to the amount or timing of any such future distributions.

FSIC may fund its cash distributions to stockholders from any sources of funds available to it, including expense reimbursements from Franklin Square, as well as offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets and dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies. FSIC has not established limits on the amount of funds it may use from available sources to make distributions. There can be no assurance that FSIC will be able to pay distributions at a specific rate or at all.

Forward-Looking Statements

This announcement may contain certain forward-looking statements, including statements with regard to future events or the future performance or operations of FSIC. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption in FSIC’s operations or the economy due generally to terrorism or natural disasters, future changes in laws or regulations and conditions in FSIC’s operating area, the ability of FSIC to complete the listing of its shares of common stock on the NYSE, and the price at which shares of common stock may trade on the NYSE. Some of these factors are enumerated in the filings FSIC makes with the SEC. FSIC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The press release above contains summaries of certain financial and statistical information about FSIC. The information contained in this press release is summary information that is intended to be considered in the context of FSIC’s SEC filings and other public announcements that FSIC may make, by press release or otherwise, from time to time. FSIC undertakes no duty or obligation to publicly update or revise the information contained in this press release. In addition, information related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future results, the achievement of which cannot be assured. Investors should not view the past performance of FSIC, or information about the market, as indicative of FSIC’s future results.

Non-GAAP Financial Measures

This press release contains certain financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). FSIC uses these non-GAAP financial measures internally in analyzing financial results and believes that the use of these non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing results and trends and in comparing FSIC’s financial results with other business development companies.

Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with FSIC’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures has been provided in this press release, and investors are encouraged to review the reconciliation.