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8-K - 8-K - Oxford Square Capital Corp.v452062_8-k.htm

 

Exhibit 99.1

 

 

 

TICC Announces Results of Operations for the Quarter Ended September 30, 2016 and

Announces Quarterly Distribution of $0.29 per Share

 

GREENWICH, CT – 11/03/2016 – TICC Capital Corp. (NasdaqGS: TICC) (“TICC,” the “Company,” “we,” “us” or “our”) announced today its financial results for the quarter ended September 30, 2016, and announced a distribution of $0.29 per share for the fourth quarter of 2016.

 

HIGHLIGHTS

 

·As of September 30, 2016, net asset value per share stood at $7.08 compared with a net asset value per share as of June 30, 2016 of $6.54.

 

·For the quarter ended September 30, 2016, we recorded net investment income of approximately $5.9 million, or approximately $0.11 per share. In the third quarter, we also recorded net unrealized appreciation of approximately $42.3 million and net realized capital losses of approximately $5.3 million. Our collateralized loan obligation (“CLO”) positions represented approximately $25.8 million of the net unrealized appreciation for the quarter. In total we had a net increase in net assets from operations of approximately $42.9 million, or approximately $0.83 per share.

 

·Our core net investment income (“Core NII”), which is a non-GAAP measure, for the quarter ended September 30, 2016 was approximately $15.3 million, or approximately $0.30 per share.

 

oCore NII represents net investment income adjusted for additional cash distributions received, or entitled to be received (if any, in either case), on our CLO equity investments and also excludes any capital gains incentive fees we recognize but have no obligation to pay in any period. (See additional information under “Supplemental Information Regarding Core Net Investment Income” below).

 

·Total investment income for the third quarter of 2016 amounted to approximately $18.1 million, which represented an increase of approximately $1.0 million from the second quarter of 2016.

 

oFor the quarter ended September 30, 2016, we recorded investment income from our portfolio as follows:

 

·approximately $8.7 million from our debt investments,

 

·approximately $8.6 million from our CLO equity investments, and

 

·approximately $0.8 million from all other sources.

 

oWhile our experience has been that cash flow distributions have historically represented useful indicators of our CLO equity investments’ annual taxable income, we believe that current and future cash flow distributions may provide less useful indications as to the final determination of taxable income with respect to our CLO equity investments. In general, we currently expect our annual taxable income to be higher than our GAAP earnings for the current fiscal year.

 

·Our weighted average credit rating on a fair value basis was 2.2 at the end of the third quarter of 2016 (compared to 2.2 at the end of the second quarter of 2016).

 

·Our total expenses for the quarter ended September 30, 2016 were approximately $12.2 million, up by approximately $2.0 million compared to the second quarter of 2016.

 

·Our Board of Directors has declared a distribution of $0.29 per share for the fourth quarter of 2016.

 

oPayable Date: December 30, 2016

 

oRecord Date: December 16, 2016

 

·During the third quarter of 2016:

 

oWe made cash investments of approximately $46.8 million, consisting of approximately $24.4 million in corporate securities, approximately $2.5 million in CLO debt and approximately $19.9 million in CLO equity, as we continued our rotation of those portfolios. We received, or were entitled to receive, cash proceeds of approximately $44.2 million from sales of our CLO investments.

 

oWe received, or were entitled to receive, cash proceeds of approximately $69.4 million from repayments, sales and amortization payments on our corporate loan investments. $36.0 million of those proceeds were applied towards a partial redemption of the TICC CLO 2012-1 LLC Class A-1 Notes.

 

 

 

 

 

 

·As of September 30, 2016, the weighted average yield of our debt investments at current cost was approximately 8.0%, compared with approximately 7.5% as of June 30, 2016.

 

·As of September 30, 2016, the weighted average effective yield (GAAP) of our CLO equity investments at current cost was approximately 14.0%, compared with approximately 12.8% as of June 30, 2016.

 

·As of September 30, 2016, the weighted average cash yield of our CLO equity investments at current cost was approximately 27.6%, compared with approximately 25.8% as of June 30, 2016.

 

·At September 30, 2016, we had no investments on non-accrual status.

 

Supplemental Information Regarding Core Net Investment Income

 

On a supplemental basis, we provide information relating to core net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income. Our non-GAAP measures may differ from similar measures by other companies, even if similar terms are used to identify such measures. Core net investment income represents net investment income adjusted for additional cash distributions received, or entitled to be received (if any, in either case), on our CLO equity investments and also excludes any capital gains incentive fees we recognize but have no obligation to pay in any period. The Company did not recognize any capital gains incentive fees for the quarter ended September 30, 2016.

 

Income from investments in the “equity” class securities of CLO vehicles, for GAAP purposes, is recorded using the effective interest method based upon an effective yield to the expected redemption utilizing estimated cash flows, compared to the cost resulting in an effective yield for the investment; the difference between the actual cash received or distributions entitled to be received and the effective yield calculation is an adjustment to cost. Accordingly, investment income recognized on CLO equity securities in the GAAP statement of operations differs from the cash distributions actually received by us during the period, (referred to below as “CLO equity additional distributions”).

 

Further, in order to continue to qualify to be taxed as a regulated investment company (“RIC”), we are required, among other things, to distribute at least 90% of our investment company taxable income annually. Therefore, core net investment income may provide a better indication of estimated taxable income for a reporting period than does GAAP net investment income. Although we can offer no assurance that will be the case as the ultimate tax character of our earnings cannot be determined until tax returns are prepared after the end of a fiscal year. We note that these non-GAAP measures may not be useful indicators of taxable earnings, particularly during periods of market disruption and volatility.

 

The following table provides a reconciliation of net investment income to core net investment income for the three months ended September 30, 2016 and September 30, 2015:

 

   Three Months  Ended
September 30, 2016
    Three Months  Ended
September 30, 2015
 
   Amount   Per Share
Amounts (basic)
   Amount   Per Share
Amounts (basic)
 
Net investment income  $5,891,178   $0.114   $10,874,618   $0.181 
CLO equity additional distributions   9,359,695   $0.182    9,343,218   $0.156 
Core net investment income  $15,250,873   $0.296   $20,217,836   $0.337 

 

We will host a conference call to discuss our third quarter results today, Thursday, November 3, 2016 at 10:00 AM ET. Please call 1-888-339-0740 to participate. A replay of the conference call will be available for approximately 30 days. The replay number is 1-877-344-7529, and the replay passcode is 10095857.

 

A presentation containing further detail regarding our quarterly results of operations has been posted under the Investor Relations section of our website at www.ticc.com.

 

The following financial statements are unaudited and without footnotes. Readers who would like additional information should obtain our Form 10-Q for the period ended September 30, 2016, and subsequent reports on Form 10-Q as they are filed.

 

 

 

 

TICC CAPITAL CORP.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(unaudited)
 

 

 

   September 30, 2016   December 31, 2015 
         
ASSETS        
         
Non-affiliated/non-control investments (cost: $647,636,933 @ 9/30/16; $767,295,604 @12/31/15)  $579,376,129   $638,890,282 
Affiliated investments (cost: $7,469,004 @ 9/30/16; $7,392,352 @ 12/31/15)   11,525,733    6,825,269 
Control investments (cost: $0 @ 9/30/16; $16,750,000 @ 12/31/15)   -    11,000,000 
         Total investments at fair value (cost: $655,105,937 @ 9/30/16;          
            $791,437,956 @ 12/31/15)   590,901,862    656,715,551 
Cash and cash equivalents   34,717,216    23,181,677 
Restricted cash   23,995,830    17,965,232 
Interest and distributions receivable   10,148,927    12,268,997 
Securities sold not settled   34,224,734    7,845,706 
Other assets   1,101,595    321,044 
         Total assets  $695,090,164   $718,298,207 
           
LIABILITIES          
           
Accrued interest payable  $4,326,956   $2,139,866 
Investment advisory fee and net investment income incentive fee payable to affiliate   3,053,162    4,195,901 
Securities purchased not settled   6,720,000    - 
Accrued expenses   2,922,440    3,278,587 
Notes payable - TICC CLO 2012-1 LLC, net of discount and deferred issuance costs   199,118,430    233,887,130 
Convertible senior notes payable, net of deferred issuance costs   114,326,704    113,862,012 
         Total liabilities   330,467,692    357,363,496 
           
           
           
NET ASSETS          
Common stock, $0.01 par value, 100,000,000 share authorized; 51,479,409 and 56,396,435 shares issued          
   and outstanding, respectively   514,794    563,965 
Capital in excess of par value   568,508,328    594,047,019 
Net unrealized depreciation on investments   (64,204,075)   (134,722,405)
Accumulated net realized losses on investments   (81,963,011)   (68,772,889)
Distributions in excess of net investment income   (58,233,564)   (30,180,979)
         Total net assets   364,622,472    360,934,711 
         Total liabilities and net assets  $695,090,164   $718,298,207 
Net asset value per common share  $7.08   $6.40 

 

 

 

 

 

 

 

 

TICC CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

 

 

   Three Months Ended
September 30, 2016
   Three Months Ended
September 30, 2015
   Nine Months Ended
September 30, 2016
   Nine Months Ended
September 30, 2015
 
INVESTMENT INCOME                    
From non-affiliated/non-control investments:                    
Interest income - debt investments  $8,570,131   $13,720,125   $25,405,967   $39,025,069 
Income from securitization vehicles and investments   8,635,834    8,617,121    22,538,250    26,396,541 
Commitment, amendment fee income and other income   805,128    372,935    1,654,954    1,985,306 
     Total investment income from non-affiliated/non-control investments   18,011,093    22,710,181    49,599,171    67,406,916 
From affiliated investments:                    
Interest income - debt investments   84,699    78,616    244,411    221,097 
Total investment income from affiliated investments   84,699    78,616    244,411    221,097 
From control investments:                    
Interest income - debt investments   -    345,591    567,219    1,026,283 
Total investment income from  control investments   -    345,591    567,219    1,026,283 
     Total investment income   18,095,792    23,134,388    50,410,801    68,654,296 
EXPENSES                    
Compensation expense   189,205    89,660    609,345    965,293 
Investment advisory fees   2,630,334    5,255,583    8,747,819    15,574,269 
Professional fees   2,157,751    818,926    5,365,284    2,330,702 
Interest expense   5,055,088    5,031,343    13,847,969    14,969,915 
General and administrative   1,749,408    488,939    3,439,292    1,673,389 
     Total expenses before incentive fees   11,781,786    11,684,451    32,009,709    35,513,568 
Net investment income incentive fees   422,828    575,319    1,666,594    (929,933)
     Total expenses   12,204,614    12,259,770    33,676,303    34,583,635 
Net investment income   5,891,178    10,874,618    16,734,498    34,070,661 
Net change in unrealized appreciation/depreciation on investments                    
Non-Affiliate/non-control investments   39,813,458    (37,399,544)   60,144,518    (34,358,991)
Affiliated investments   2,520,646    (1,610,530)   4,623,812    5,571,560 
Control investments   -    (2,005,625)   5,750,000    (2,005,625)
     Total net change in unrealized appreciation/depreciation on investments   42,334,104    (41,015,699)   70,518,330    (30,793,056)
Net realized (losses) gains on investments                    
Non-Affiliated/non-control investments   (5,312,519)   406,343    (10,190,122)   4,606,405 
Affiliated investments   -    -    -    (6,762,328)
Control investments   -    -    (3,000,000)   - 
     Total net realized (losses) gains on investments   (5,312,519)   406,343    (13,190,122)   (2,155,923)
Net increase/(decrease) in net assets resulting from operations  $42,912,763   $(29,734,738)  $74,062,706   $1,121,682 
Net increase in net assets resulting from net investment income per common share:                    
Basic  $0.11   $0.18   $0.32   $0.57 
Diluted  $0.11   $0.18   $0.32   $0.57 
Net increase/(decrease) in net assets resulting from operations per common share:                    
Basic  $0.83   $(0.50)  $1.42   $0.02 
Diluted  $0.72   $(0.50)  $1.28   $0.02 
Weighted average shares of common stock outstanding:                    
Basic   51,479,409    59,987,986    51,985,537    59,997,565 
Diluted   61,512,561    70,021,138    62,018,689    70,030,717 
Distributions per share  $0.29   $0.29   $0.87   $0.85 

  

SEE ACCOMPANYING NOTES.

  

 

 

 

 

 

 

TICC CAPITAL CORP.

FINANCIAL HIGHLIGHTS - UNAUDITED

 

   Three Months Ended   Three Months Ended   Nine Months Ended   Nine Months Ended 
   September 30, 2016   September 30, 2015   September 30, 2016   September 30, 2015 
Per Share Data                    
Net asset value at beginning of period  $6.54   $8.60   $6.40   $8.64 
Net investment income(1)   0.11    0.18    0.32    0.57 
Net realized and unrealized capital gains (losses)(2)   0.72    (0.68)   1.11    (0.56)
Net change in net asset value from operations   0.83    (0.50)   1.43    0.01 
Distributions per share from net investment income   (0.29)   (0.29)   (0.87)   (0.85)
Distributions based on weighted average share impact   -    -    0.01    - 
Total distributions(3)   (0.29)   (0.29)   (0.86)   (0.85)
Effect of shares repurchased, gross   -    -    0.11    0.01 
Net asset value at end of period  $7.08   $7.81   $7.08   $7.81 
Per share market value at beginning of period  $5.27   $6.72   $6.08   $7.53 
Per share market value at end of period  $5.82   $6.71   $5.82   $6.71 
Total return(4)   15.94%   4.17%   12.43%   0.60%
Shares outstanding at end of period   51,479,409    59,987,986    51,479,409    59,987,986 
Ratios/Supplemental Data                    
Net assets at end of period (000’s)   364,622    468,559    364,622    468,559 
Average net assets (000’s)   350,631    492,124    332,591    510,712 
Ratio of expenses to average net assets(5)   13.92%   9.97%   13.50%   9.03%
Ratio of net investment income to average net assets(5)   6.72%   8.84%   6.71%   8.90%
Portfolio turnover rate   9.42%   4.95%   22.92%   22.03%

 ___________________

 

(1)Represents per share net investment income for the period, based upon average shares outstanding.
(2)Net realized and unrealized capital gains include rounding adjustments to reconcile change in net asset value per share.
(3)Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. The ultimate tax character of our earnings cannot be determined until tax returns are prepared after the end of the fiscal year.
(4)Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming distribution reinvestment prices obtained under the Company’s distribution reinvestment plan, excluding any discounts. Total return is not annualized.
(5)Annualized.
(6)The following table provides supplemental performance ratios (annualized) measured for the three and nine months ended September 30, 2016 and 2015:

 

   Three Months Ended   Three Months Ended   Nine Months Ended   Nine Months Ended 
Ratio of expenses to average net assets:  September 30, 2016   September 30, 2015   September 30, 2016   September 30, 2015 
Expenses before incentive fees   13.44%   9.50%   12.83%   9.27%
Net investment income incentive fees   0.48%   0.47%   0.67%   (0.24)%
Ratio of expenses, excluding interest expense, to average net assets   8.16%   5.88%   7.95%   5.12%

  

 

 

 

About TICC Capital Corp.

 

TICC Capital Corp. is a publicly-traded business development company principally engaged in providing capital to established businesses, investing in syndicated bank loans and purchasing debt and equity tranches of collateralized loan obligation vehicles.

  

Forward-Looking Statements

 

This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events, except as may be required by law.