Attached files
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EX-32.1 - EX-32.1 - Flat Rock Capital Corp. | a17-20674_2ex32d1.htm |
EX-31.2 - EX-31.2 - Flat Rock Capital Corp. | a17-20674_2ex31d2.htm |
EX-31.1 - EX-31.1 - Flat Rock Capital Corp. | a17-20674_2ex31d1.htm |
EX-10.4 - EX-10.4 - Flat Rock Capital Corp. | a17-20674_2ex10d4.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
Commission File Number: 000-55767
Flat Rock Capital Corp.
Maryland |
|
82-0894786 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
1350 Avenue of the Americas, 18th Floor, New York, NY |
|
10019 |
(Address of principal executive offices) |
|
(Zip Code) |
(212) 596-3413
(Registrants telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
|
|
|
Accelerated filer o |
Non-accelerated filer x |
|
(Do not check if a smaller reporting company) |
|
Smaller reporting company o |
Emerging growth company x |
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes x No
As of November 13, 2017, the registrant had 984,950 shares of common stock, $0.001 par value per share, outstanding.
Flat Rock Capital Corp.
Statement of Assets and Liabilities
(Unaudited)
|
|
As of |
| |
Assets: |
|
|
| |
Non-controlled investments, at fair value (amortized cost $24,983,407) |
|
$ |
25,348,476 |
|
Cash and cash equivalents |
|
7,959,338 |
| |
Receivables: |
|
|
| |
Dividends and interest |
|
9,402 |
| |
Due from investment adviser |
|
200,839 |
| |
Total Assets |
|
$ |
33,518,055 |
|
|
|
|
| |
Liabilities: |
|
|
| |
Payables: |
|
|
| |
Investment securities purchased |
|
$ |
6,131,918 |
|
Dividends payable |
|
63,585 |
| |
Due to broker |
|
7,734,932 |
| |
Unrealized depreciation on forward foreign currency contracts |
|
75,326 |
| |
Accrued other general and administrative fees |
|
228,294 |
| |
Total Liabilities |
|
$ |
14,234,055 |
|
|
|
|
| |
Commitments and Contingencies (Note 7) |
|
|
| |
|
|
|
| |
Net Assets: |
|
|
| |
Common Shares, $0.001 par value; 150,000,000 shares authorized; 964,200 issued and outstanding. |
|
$ |
964 |
|
Additional paid-in capital |
|
19,283,036 |
| |
Distributions in excess of net investment income |
|
(23,085 |
) | |
Net realized losses on investments and foreign currency transactions |
|
(266,658 |
) | |
Net unrealized gains on investments, foreign currency translations, and foreign currency contracts |
|
289,743 |
| |
Total Net Assets |
|
$ |
19,284,000 |
|
Total Liabilities and Net Assets |
|
$ |
33,518,055 |
|
Net Asset Value Per Share |
|
$ |
20.00 |
|
The accompanying notes are an integral part of these financial statements.
Flat Rock Capital Corp.
(Unaudited)
|
|
Three Months |
|
For the Period |
| ||
Income: |
|
|
|
|
| ||
Investment income from non-controlled, non-affiliated investments: |
|
|
|
|
| ||
Interest income |
|
$ |
113,255 |
|
$ |
113,940 |
|
Total investment income from non-controlled, non-affiliated investments |
|
113,255 |
|
113,940 |
| ||
Total Investment Income |
|
113,255 |
|
113,940 |
| ||
|
|
|
|
|
| ||
Expenses: |
|
|
|
|
| ||
Management fee |
|
96,535 |
|
121,127 |
| ||
Professional fees |
|
138,170 |
|
163,650 |
| ||
Interest expense from security borrowings |
|
9,778 |
|
9,778 |
| ||
Other general and administrative fees |
|
54,644 |
|
64,644 |
| ||
Total Expenses |
|
299,127 |
|
359,199 |
| ||
Less: Management fee waiver (Note 3) |
|
(96,535 |
) |
(121,127 |
) | ||
Less: Expense reimbursement (Note 3) |
|
(165,839 |
) |
(200,839 |
) | ||
Net expenses |
|
36,753 |
|
37,233 |
| ||
Net Investment Income |
|
76,502 |
|
76,707 |
| ||
|
|
|
|
|
| ||
Realized and unrealized gains (losses) on investments |
|
|
|
|
| ||
Net realized losses: |
|
|
|
|
| ||
Non-controlled, non-affiliated investments |
|
(687 |
) |
(687 |
) | ||
Net realized losses on foreign currency transaction |
|
(265,971 |
) |
(265,971 |
) | ||
Total net realized losses |
|
(266,658 |
) |
(266,658 |
) | ||
Net unrealized gains (losses): |
|
|
|
|
| ||
Non-controlled, non-affiliated investments |
|
62,806 |
|
63,168 |
| ||
Foreign currency translation |
|
301,901 |
|
301,901 |
| ||
Forward foreign currency contracts (Note 2) |
|
(75,326 |
) |
(75,326 |
) | ||
Total net unrealized gains (losses) |
|
289,381 |
|
289,743 |
| ||
Total realized and unrealized gains (losses) |
|
22,723 |
|
23,085 |
| ||
Net Increase in Net Assets Resulting from Operations |
|
$ |
99,225 |
|
$ |
99,792 |
|
Earnings Per Share - Basic and Diluted |
|
$ |
0.26 |
|
$ |
0.42 |
|
Weighted Average Shares Outstanding - Basic and Diluted |
|
380,567 |
|
237,349 |
|
The accompanying notes are an integral part of these financial statements.
Flat Rock Capital Corp.
Statement of Changes in Net Assets
(Unaudited)
|
|
For the Period |
| |
Increase in Net Assets Resulting from Operations: |
|
|
| |
Net investment income |
|
$ |
76,707 |
|
Net realized losses on investments and foreign currency transactions |
|
(266,658 |
) | |
Net unrealized gains on investments, foreign currency translations, and foreign currency contracts |
|
289,743 |
| |
Net Increase in Net Assets Resulting from Operations |
|
99,792 |
| |
|
|
|
| |
Decrease in Net Assets Resulting from Stockholder Distributions |
|
|
| |
Distributions declared from net investment income |
|
(99,792 |
) | |
Decrease in Net Assets Resulting from Stockholder Distributions |
|
(99,792 |
) | |
|
|
|
| |
Increase in Net Assets Resulting from Capital Share Transactions |
|
|
| |
Issuance of common shares |
|
19,284,000 |
| |
Increase in Net Assets Resulting from Capital Share Transactions |
|
19,284,000 |
| |
Total Increase in Net Assets |
|
19,284,000 |
| |
Net Assets, Beginning of Period |
|
|
| |
Net Assets, End of Period |
|
$ |
19,284,000 |
|
Undistributed Net Investment Income |
|
$ |
(23,085 |
) |
The accompanying notes are an integral part of these financial statements.
Flat Rock Capital Corp.
(Unaudited)
|
|
For the Period |
| |
Cash Flows from Operating Activities: |
|
|
| |
Net increase in net assets resulting from operations |
|
$ |
99,792 |
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: |
|
|
| |
Net change in realized gains/losses on investments and foreign currency transactions |
|
266,658 |
| |
Net change in unrealized gains/losses on investments, foreign currency translations, and foreign currency contracts |
|
(289,743 |
) | |
Net amortization of discount on investments |
|
(5,347 |
) | |
Purchases of investments |
|
(38,307,397 |
) | |
Proceeds from sale of investments |
|
12,999,094 |
| |
Changes in operating assets and liabilities: |
|
|
| |
Dividends and interest receivable |
|
(9,402 |
) | |
Receivable due from investment adviser |
|
(140,477 |
) | |
Payable for investments purchased |
|
6,131,918 |
| |
Dividends payable |
|
63,585 |
| |
Payable due to broker |
|
7,734,932 |
| |
Accrued other general and administrative fees |
|
167,932 |
| |
Net cash used in operating activities |
|
(11,288,455 |
) | |
Cash Flows from Financing Activities: |
|
|
| |
Distributions paid in cash |
|
(36,207 |
) | |
Proceeds from issuance of common shares |
|
19,284,000 |
| |
Net cash provided by financing activities |
|
19,247,793 |
| |
Net increase in cash and cash equivalents |
|
7,959,338 |
| |
Cash and cash equivalents, beginning of period |
|
|
| |
Cash and cash equivalents, end of period |
|
$ |
7,959,338 |
|
|
|
|
| |
Non-cash financing activities: |
|
|
| |
Dividend reinvestments |
|
$ |
|
|
Subscriptions receivable |
|
$ |
|
|
|
|
|
| |
Supplemental Information: |
|
|
| |
Interest paid during the period |
|
$ |
9,778 |
|
The accompanying notes are an integral part of these financial statements.
Flat Rock Capital Corp.
As of September 30, 2017
(Unaudited)
|
|
|
|
|
|
Acquisition |
|
Maturity |
|
Principal / |
|
Amortized |
|
Fair |
|
Percentage |
| |||
Company(3) |
|
Industry |
|
Interest |
|
Date |
|
Date |
|
Par |
|
Cost(1)(6) |
|
Value |
|
of Net Assets |
| |||
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
First Lien Senior Secured(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
AP Gaming I, LLC |
|
Entertainment & Leisure |
|
L + 5.50% (1% Floor) |
|
6/6/2017 |
|
2/15/2024 |
|
$ |
997,500 |
|
$ |
995,053 |
|
$ |
997,500 |
|
5.2 |
% |
Eiger Acquisition B.V.(4)(5) |
|
IT Services |
|
L + 5.25% (1% Floor) |
|
9/22/2017 |
|
2/18/2022 |
|
1,994,898 |
|
2,007,366 |
|
2,007,366 |
|
10.4 |
% | |||
Harland Clarke Holdings Corp.(5) |
|
Direct Marketing |
|
L + 5.50% (1% Floor) |
|
9/12/2017 |
|
2/9/2022 |
|
496,835 |
|
496,215 |
|
496,214 |
|
2.6 |
% | |||
Hill International, Inc.(5) |
|
Business Services |
|
L + 5.75% (1% Floor) |
|
9/22/2017 |
|
6/21/2023 |
|
1,500,000 |
|
1,492,500 |
|
1,492,500 |
|
7.7 |
% | |||
Idera, Inc.(5) |
|
IT Services |
|
L + 5.00% (1% Floor) |
|
6/27/2017 |
|
6/29/2024 |
|
843,341 |
|
841,854 |
|
847,558 |
|
4.4 |
% | |||
KeyPoint Government Solutions, Inc. |
|
Federal Services |
|
L + 6.00% (1% Floor) |
|
8/24/2017 |
|
4/30/2022 |
|
987,342 |
|
977,590 |
|
977,468 |
|
5.1 |
% | |||
Logibec Inc.(4) |
|
Healthcare Technology |
|
CDOR + 6.00% (1% Floor) |
|
6/14/2017 |
|
1/15/2020 |
|
5,212,092 |
|
4,861,937 |
|
5,212,092 |
|
27.0 |
% | |||
MHVC Acquisition Corp. |
|
Federal Services |
|
L + 5.25% (1% Floor) |
|
9/5/2017 |
|
3/31/2024 |
|
1,496,250 |
|
1,510,517 |
|
1,511,213 |
|
7.8 |
% | |||
MND Holdings III Corp. |
|
Consumer Goods |
|
L + 4.50% (1% Floor) |
|
6/19/2017 |
|
6/19/2024 |
|
498,750 |
|
496,334 |
|
504,361 |
|
2.6 |
% | |||
PetVet Care Centers, LLC |
|
Consumer Services |
|
L + 6.00% (1% Floor) |
|
8/24/2017 |
|
3/31/2023 |
|
997,500 |
|
992,560 |
|
992,513 |
|
5.1 |
% | |||
Project Silverback Holdings Corp. |
|
IT Services |
|
L + 4.00% (1% Floor) |
|
9/7/2017 |
|
7/31/2024 |
|
600,000 |
|
600,750 |
|
600,750 |
|
3.1 |
% | |||
TGP Holdings III LLC(5) |
|
Consumer Goods |
|
L + 5.00% (1% Floor) |
|
9/21/2017 |
|
9/25/2022 |
|
1,728,814 |
|
1,711,525 |
|
1,711,525 |
|
8.9 |
% | |||
Total First Lien Senior Secured |
|
|
|
|
|
|
|
|
|
17,353,322 |
|
16,984,201 |
|
17,351,060 |
|
90.0 |
% | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total Debt Investments |
|
|
|
|
|
|
|
|
|
17,353,322 |
|
16,984,202 |
|
17,351,060 |
|
90.0 |
% | |||
|
|
|
|
Maturity |
|
Acquisition |
|
Number of |
|
Principal / |
|
Amortized |
|
Fair |
|
Percentage |
| |||
Company(3) |
|
Yield to Maturity |
|
Date |
|
Date |
|
Shares |
|
Par |
|
Cost |
|
Value |
|
of Net Assets |
| |||
U.S. Government Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
U.S. Treasury Bill |
|
0.28 |
% |
10/4/2017 |
|
9/21/2017 |
|
8,000,000 |
|
7,999,206 |
|
7,999,206 |
|
7,997,416 |
|
41.5 |
% | |||
Total U.S. Government Securities |
|
|
|
|
|
|
|
|
|
7,999,206 |
|
7,999,206 |
|
7,997,416 |
|
41.5 |
% | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total Investments |
|
|
|
|
|
|
|
|
|
$ |
25,352,528 |
|
$ |
24,983,407 |
|
$ |
25,348,476 |
|
131.5 |
% |
Liabilities in excess of other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,064,476 |
) |
(31.5 |
)% | |||
Net assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,284,000 |
|
100.0 |
% | ||
Forward foreign currency contracts outstanding as of September 30, 2017 were as follows:
|
|
|
|
|
|
|
|
Unrealized |
| ||
|
|
|
|
|
|
Expiration |
|
Appreciation |
| ||
Currency Purchased |
|
Currency Sold |
|
Counterparty |
|
Date |
|
(Depreciation) |
| ||
|
|
|
|
|
|
|
|
|
| ||
USD |
5,090,981 |
|
CAD |
6,435,000 |
|
Bannockburn Global Forex, LLC |
|
8/1/2018 |
|
(75,326 |
) |
CAD Canadian Dollar
USD United States Dollar
(1) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(2) Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (LIBOR or L) (which can include one-, two-, three- or six-month LIBOR), Canadian Dollar Offered Rate (CDOR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrowers option, and which reset periodically based on the terms of the loan agreement. For each such loan, the Company has provided the interest rate in effect on the date presented. As of September 30, 2017, LIBOR and CDOR were 1.34% and 1.42%, respectively.
(3) As of September 30, 2017, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio companys outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(4) Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940.
(5) Investments or a portion of investments are unsettled as of September 30, 2017.
(6) As of September 30, 2017, the tax cost of the Companys investments approximates their amortized cost.
The accompanying notes are an integral part of these financial statements.
Flat Rock Capital Corp.
(Unaudited)
Note 1. Organization and Basis of Presentation
Organization
Flat Rock Capital Corp. (Flat Rock or the Company) is a Maryland corporation formed on March 20, 2017 and commenced operations on May 3, 2017. The Company was formed to primarily make debt investments in senior secured loans of U.S. middle-market companies (Senior Loans). The Company is an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act). In addition, for tax purposes, the Company intends to qualify and be treated as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). Because the Company has elected to be regulated as a BDC and intends to qualify as a RIC under the Code, the Companys portfolio is subject to diversification and other requirements. The Companys investment objective is the preservation of capital while generating current income from its debt investments and seeking to maximize the portfolios total return.
Flat Rock Global, LLC (the Adviser or Flat Rock Global), a Delaware limited liability company, serves as the Companys investment adviser. The Adviser is registered with the Securities and Exchange Commission (SEC) as an investment adviser under the Investment Advisers Act of 1940 (the Advisers Act). The Adviser oversees the management of the Companys activities and is responsible for making investment decisions with respect to, and providing day-to-day management and administration of, the Companys investment portfolio under the terms of an investment advisory agreement between the Company and the Adviser, subject to the supervision of the Companys Board of Directors (the Board). The Board consists of three directors, two of whom are not interested persons of the Company or Flat Rock Global, as such term is defined in Section 2(a)(1a) of the 1940 Act.
The Company is conducting a continuous private offering of shares of common stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). Shares of common stock are offered solely to investors that are accredited investors as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Company offers shares through its agents and employees without sales commission or other remuneration on a best efforts basis. The Company believes that each of its employees and agents qualifies as an associated person not deemed to be broker within the meaning of Rule 3a4-1 promulgated pursuant to the Securities Exchange Act of 1934, as amended.
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The accompanying financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and articles of Regulation S-X. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance promulgated by the Financial Accounting Standards Boards (FASB). Accordingly, the financial statements may not include all of the information and notes required by U.S. GAAP for annual financial statements.
Use of Estimates
U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. The current periods results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending on December 31, 2017.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and highly liquid investments (e.g., U.S. treasury notes) with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law.
Income Taxes
The Company intends to elect to be treated for U.S. federal income tax purposes as a RIC under the Code for the taxable year ending December 31, 2017. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Companys investors and will not be reflected in the financial statements of the Company.
To qualify as a RIC under Subchapter M of the Internal Revenue Code of 1986, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its stockholders, for each taxable year, at least 90% of its investment company taxable income for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are more-likely-than-not to be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
Although the Company files federal and state tax returns, its major tax jurisdiction is federal. The Companys inception-to-date federal tax years remain subject to examination by the Internal Revenue Service and the state department of revenue.
Valuation of Portfolio Investments
The Board has established procedures for the valuation of the Companys investment portfolio. These procedures are detailed below.
Investments for which market quotations are readily available will be valued at such market quotations.
Most of the Companys investments will not be traded on a national securities exchange, and will not have the benefit of market quotations or other pricing data from such an exchange. With respect to investments for which pricing data is not readily available or when such pricing data is deemed not to represent fair value, the Board has approved a multi-step valuation process each quarter, as described below:
1. |
each portfolio company or investment will be valued by Flat Rock Global, potentially with information received from one or more independent valuation firms engaged by the Board; |
|
|
2. |
an independent valuation firm will conduct independent valuations and make an independent assessment of the value of each investment on a rotating basis so that each investment is valued at least twice annually; |
|
|
3. |
the valuation committee of the Board will review and discuss the preliminary valuation prepared by Flat Rock Global and that of the independent valuation firm and |
|
|
4. |
the Board will discuss the valuations and determine the fair value of each investment in the Companys portfolio in good faith based on the input of Flat Rock Global, an independent valuation firm and the valuation committee. |
Investments will be valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that may be taken into account in fair value pricing the Companys investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio companys ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, the principal market and enterprise values, among other factors.
The Company has adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.
ASC Topic 820 clarifies that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant that holds the asset or owes the liability. ASC Topic
820 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement.
The Companys assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.
In accordance with ASC Topic 820, the fair value of the Companys investments is defined as the price that would be received upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market in which that investment is transacted.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
The Company will measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Organization and Offering Expenses
Generally, costs associated with the organization of the Company are expensed as incurred, and costs incurred in connection with a continuous offering are deferred and amortized over twelve months from incurrence. However, the Adviser has agreed to bear all organization expenses and offering costs incurred in connection with the private offering and such expenses will not be subject to reimbursement by the Company.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization of discounts or premiums. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon managements judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in managements judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the
Companys portfolio companies. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and performance-based fees.
Debt Issuance Costs
The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized over the life of the related debt instrument. Debt issuance costs are presented on the statement of assets and liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the statement of assets and liabilities as an asset until the debt liability is recorded.
Distributions to Common Stockholders
Distributions to common stockholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon current and estimated net earnings. Net realized long-term capital gains, if any, would be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.
Derivatives and Hedging Activities
Derivative instruments are defined as financial instruments whose value and performance are based on the value and performance of another security or financial instrument. During the quarter ended September 30, 2017, the Company utilized long and short forward foreign currency contracts to hedge its foreign currency exposure.
The following tables provide quantitative disclosures about fair values of, and unrealized appreciation (depreciation) on, the Companys derivative instruments as of and for the quarter ended September 30, 2017, grouped by contract type and risk exposure category.
Liability Derivatives
Forward Contracts |
|
Unrealized depreciation on forward foreign currency contracts |
|
$ |
(75,326 |
) |
$ |
(75,326 |
) |
Total Value - Liabilities |
|
|
|
$ |
(75,326 |
) |
$ |
(75,326 |
) |
The following table lists the amounts of change in unrealized appreciation (depreciation) included in net increase/(decrease) in net assets resulting from operations during the quarter ended September 30, 2017, grouped by contract type and risk exposure.
Derivative Type |
|
Statement of Operation |
|
Foreign Currency |
|
Total |
| ||
Change in unrealized appreciation (depreciation) |
| ||||||||
|
|
|
|
|
|
|
| ||
Forward Contracts |
|
Net change in unrealized losses from forward foreign currency contracts |
|
$ |
(75,326 |
) |
$ |
(75,326 |
) |
Total Value - Assets |
|
|
|
$ |
(75,326 |
) |
$ |
(75,326 |
) |
During the current fiscal period, the Companys quarterly average volume of derivatives is as follows:
Forward Foreign |
|
Forward Foreign |
| ||
|
|
|
| ||
$ |
(2,545,491) |
|
$ |
2,545,491 |
|
Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
1. |
Fair value of investment securities, other assets and liabilities at the exchange rates prevailing at the end of the applicable period; and |
|
|
2. |
Purchases and sales of investment securities, income and expenses at the exchange rates prevailing on the respective dates of such transactions. |
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and
revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
Accounting Standards
In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09, such that the guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is not permitted. The Company has completed its initial evaluation phase and has determined the impact of its pending adoption of ASU 2014-09 is not expected to have a material effect on the Companys financial statements.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supercedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when the promised goods and services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods and services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.
In January 2016, the FASB issued Accounting Standards Update (ASU) 2016-01, Financial Instruments Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01) which addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for annual periods and interim periods within those annual periods beginning after December 15, 2017 and early adoption is not permitted. The Company is currently evaluating the impact this standard will have on its financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15) which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 will be effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and early adoption is permitted. The Company is currently evaluating the impact this standard will have on its financial statements.
In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended rules (together, final rules) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The Company has evaluated the impact that the adoption of the amendments to Regulation S-X on its financial statements and disclosures and determined that the adoption of the amendments to Regulation S-X has not had a material impact on its financial statements.
In November 2016, FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, a consensus of the FASBs Emerging Issues Task Force (ASU 2016-18). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in ASU 2016-18 do not provide a definition of restricted cash or restricted cash equivalents. ASU 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017. Management is currently evaluating the impact, if any, of applying this provision.
Note 3. Agreements and Related Party Transactions
Investment Advisory Agreement
On May 16, 2017, the Company entered into the Investment Advisory Agreement with Flat Rock Global. Pursuant to the Investment Advisory Agreement, the Company pays Flat Rock Global a fee for its services consisting of two components a management fee and an incentive fee. The management fee is calculated at an annual rate of 1.375% of the Companys average gross assets as of the end of the two most recently completed quarters and is payable quarterly in arrears. The management fee for any partial month or quarter will be appropriately pro-rated. In order to meet the diversification tests required to qualify as a RIC, the Company, on September 22, 2017, acquired $8,000,000 in face value of short-term U.S. Treasury Bills. This transaction had the effect of increasing management fees payable to Flat Rock Global, all of which were waived by Flat Rock Global. For the three months ended September 30, 2017 and the period May 3, 2017 (commencement of operations) through September 30, 2017, the Company incurred management fees of $96,535 and $121,127, respectively, all of which were waived by Flat Rock Global.
The incentive fee consists of two parts. The first part, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based on 15% of the Companys pre-incentive fee net investment income for the immediately preceding quarter. The payment of the subordinated incentive fee on income is subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, of 1.5% (6.0% annualized), subject to a catch up feature. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of the Companys pre-incentive fee net investment income is payable except to the extent that 15.0% of the cumulative net increase in net assets resulting from operations for the prior twelve quarters exceeds the cumulative incentive fees accrued and/or paid for the prior twelve quarters. In other words, any subordinated incentive fee on income that is payable in a calendar quarter is limited to the lesser of (i) 15.0% of the amount by which the Companys pre-incentive fee net investment income for such calendar quarter that exceeds the 1.5% hurdle, subject to the catch-up provision and (ii) (x) 15.0% of the cumulative net increase in net assets resulting from operations for the prior twelve quarters minus (y) the cumulative incentive fees accrued and/or paid for the prior twelve quarters. For the foregoing purpose, the cumulative net increase in net assets resulting from operations is the sum of the Companys pre-incentive fee net investment income, realized gains and losses and unrealized gains and losses since inception.
The total return requirement described above is designed to measure the performance of Flat Rock Global over a longer time horizon than on a quarterly basis and to ensure that Flat Rock Global does not earn fees for exceeding the hurdle rate in selected quarters while under-performing on a longer-term basis. The total return requirement is likewise designed to incentivize Flat Rock Global to not focus solely on quarterly performance, but to seek investments that exhibit strong performance on a long-term basis. The Company believes that the total return requirement is beneficial to investors and has the potential to reduce the fees payable to Flat Rock Global in the event of under-performance on a long-term basis.
Under the capital gains component of the incentive fee, the Company pays Flat Rock Global at the end of each calendar year 15.0% of its aggregate cumulative realized capital gains from inception through the end of that year, computed net of the Companys aggregate cumulative realized capital losses and the Companys aggregate cumulative unrealized losses through the end of such year, less the aggregate amount of any previously paid capital gain incentive fees. For the foregoing purpose, the Companys aggregate cumulative realized capital gains does not include any unrealized gains. It should be noted that the Company accrues an incentive fee for accounting purposes taking into account any unrealized gains in accordance with U.S. GAAP. The capital gains component of the incentive fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains incentive fee is payable for such year. Additionally, if the Investment Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date is treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee.
Administration Agreement
The Company entered into an administration agreement with Flat Rock Global to serve as its Administrator. Pursuant to the administration agreement, Flat Rock Global provides the Company with services such as accounting, financial reporting, legal and compliance support and investor relations support, necessary for the Company to operate or has engaged a third-party firm to perform some or all of these functions. The Company does not pay Flat Rock Global any fees pursuant to the Administration Agreement. The Company reimburses Flat Rock Global for administrative expenses it incurs as a result of providing these services.
Beginning on May 3, 2017, the Companys Adviser agreed to reimburse the Company for certain operating expenses. Flat Rock Global has no obligation to reimburse any portion of the Companys expenses but has indicated that it expects to continue such reimbursements until it deems that the Company has achieved economies of scale sufficient to ensure that the Company bears a reasonable level of expenses in relation to its income. The specific amount of expenses reimbursed by Flat Rock Global, if any, will be determined at the end of each quarter. For the three months ended September 30, 2017 and the period May 3, 2017 (commencement of operations) through September 30, 2017, these reimbursements totaled $165,839 and $200,839, respectively, which consisted of audit, fund accounting, fund administration, insurance, legal, valuation and other fees. To the extent reimbursements may be needed in the future, there can be no assurance that Flat Rock Global will provide any such reimbursements.
Note 4. Investments
The following table presents the composition of the Companys investment portfolio at amortized cost and fair value as of September 30, 2017:
|
|
September 30, 2017 |
| ||||
|
|
Amortized |
|
Fair |
| ||
|
|
Cost |
|
Value |
| ||
First-lien senior secured debt |
|
$ |
16,984,201 |
|
$ |
17,351,060 |
|
U.S. Government Securities |
|
7,999,206 |
|
7,997,416 |
| ||
|
|
24,983,407 |
|
25,348,476 |
| ||
Forward foreign currency contracts |
|
|
|
(75,326 |
) | ||
Total Investments |
|
$ |
24,983,407 |
|
$ |
25,273,150 |
|
As of September 30, 2017, approximately 27.5% of the investment portfolio at amortized cost and 28.5% of the investment portfolio measured at fair value, respectively, were invested in portfolio companies with foreign domiciles, specifically Canada and the Netherlands. Such investments are not qualifying assets as defined by Section 55(a) of the Investment Company Act of 1940.
The industry composition of investments based on fair value as of September 30, 2017 was as follows:
|
|
September 30, 2017 |
|
|
|
|
|
U.S. Government Securities |
|
31.5 |
% |
Healthcare Technology |
|
20.6 |
% |
IT Services |
|
13.6 |
% |
Federal Services |
|
9.8 |
% |
Consumer Goods |
|
8.7 |
% |
Business Services |
|
5.9 |
% |
Consumer Services |
|
4.0 |
% |
Entertainment & Leisure |
|
3.9 |
% |
Direct Marketing |
|
2.0 |
% |
Forward Foreign Currency Contracts |
|
0.0 |
%* |
Total |
|
100.0 |
% |
* Less than 0.5%.
The geographic composition of investments based on fair value as of September 30, 2017 was as follows:
|
|
September 30, 2017 |
|
|
|
|
|
United States: |
|
|
|
Government Securities |
|
31.5 |
% |
West |
|
14.5 |
% |
Northeast |
|
14.2 |
% |
Southeast |
|
6.0 |
% |
South |
|
5.3 |
% |
Canada |
|
20.6 |
% |
Netherlands |
|
7.9 |
% |
Total |
|
100.0 |
% |
Note 5. Fair Value of Investments
Fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. Accounting guidance emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:
Level 1 Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.
Level 3 Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date.
The inputs for the determination of fair value may require significant management judgment or estimation and are based upon managements assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and EBITDA multiples. The information may also include pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
Pricing inputs and weightings applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.
A financial instruments categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following table presents the fair value hierarchy of investments as of September 30, 2017:
|
|
Fair Value Hierarchy as of September 30, 2017 |
| ||||||||||
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| ||||
First-lien senior secured debt |
|
$ |
|
|
$ |
|
|
$ |
17,351,060 |
|
$ |
17,351,060 |
|
U.S. Government Securities |
|
7,997,416 |
|
|
|
|
|
7,997,416 |
| ||||
Forward foreign currency contracts |
|
|
|
(75,326 |
) |
|
|
(75,326 |
) | ||||
Total Investments |
|
$ |
7,997,416 |
|
$ |
(75,326 |
) |
$ |
17,351,060 |
|
$ |
25,273,150 |
|
The following table presents changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three months ended September 30, 2017 and the period May 3, 2017 (commencement of operations) through September 30, 2017:
|
|
|
|
As of and for the |
| ||
|
|
|
|
Period May 3, 2017 |
| ||
|
|
As of and for the |
|
(commencement of operations) |
| ||
|
|
Three Months Ended |
|
through |
| ||
|
|
September 30, 2017 |
|
September 30, 2017 |
| ||
|
|
First-lien |
|
First-lien |
| ||
|
|
senior secured debt |
|
senior secured debt |
| ||
Fair value, beginning of period |
|
$ |
6,954,895 |
|
$ |
|
|
Purchases of investments, net |
|
10,025,747 |
|
16,980,642 |
| ||
Proceeds from investments, net |
|
|
|
|
| ||
Net change in unrealized gain (loss) |
|
366,858 |
|
366,858 |
| ||
Net amortization of discount on investments |
|
3,560 |
|
3,560 |
| ||
Transfers into (out of) Level 3 |
|
|
|
|
| ||
Fair value, end of period |
|
$ |
17,351,060 |
|
$ |
17,351,060 |
|
The following table presents information with respect to the net change in unrealized gains on investments for which Level 3 inputs were used in determining the fair value that were held by the Company at September 30, 2017.
|
|
Net change in |
|
Net change in |
| ||
|
|
September 30, 2017 |
|
September 30, 2017 |
| ||
First-lien senior secured debt |
|
$ |
366,858 |
|
$ |
366,858 |
|
Market Based Approach: The Company may estimate the total enterprise value of each portfolio company by utilizing market value cash flow (EBITDA) multiples of publicly traded comparable companies and comparable transactions. The Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company EBITDA multiples to the portfolio companys latest twelve month (LTM) EBITDA or projected EBITDA to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA multiple will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of September 30, 2017, the Company used the relevant EBITDA multiple ranges set forth in the table below to determine the enterprise value of its portfolio companies. The Company believes these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.
Income Based Approach: The Company also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant securitys contractual interest, fee and principal payments plus the assumption of full principal recovery at the investments expected maturity date. These cash flows are discounted at a rate established utilizing a yield calibration approach, which incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. In applying the income based approach as of September 30, 2017, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.
Fair value was also determined in some cases based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
The following table presents quantitative information about the significant unobservable inputs of the Companys Level 3 investments as of September 30, 2017. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Companys determination of fair value.
|
|
As of September 30, 2017 |
| |||||||
|
|
|
|
|
|
|
|
Range |
| |
|
|
|
|
Valuation |
|
Unobservable |
|
(Weighted |
| |
|
|
Fair Value |
|
Technique |
|
Input |
|
Average) |
| |
First-lien senior secured debt |
|
$ |
9,789,549 |
|
Recent Transaction |
|
Transaction Price |
|
99-101 (99.92) |
|
First-lien senior secured debt |
|
7,561,511 |
|
Market & income approach |
|
EBITDA multiple |
|
9.7x - 14.8x (10.5x) |
| |
|
|
$ |
17,351,060 |
|
|
|
Revenue multiple |
|
1.9x - 5.7x (4.8x) |
|
|
|
|
|
|
|
Discount rate |
|
5.50% - 7.25% (6.96%) |
|
Note 6. Capital Contributions
On July 20, 2017, the Company issued and sold 127,750 shares of its common stock at an aggregate purchase price of $2,555,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On August 2, 2017, the Company issued and sold 78,750 shares of its common stock at an aggregate purchase price of $1,575,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On August 29, 2017, the Company issued and sold 253,500 shares of its common stock at an aggregate purchase price of $5,070,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On September 29, 2017, the Company issued and sold 375,450 shares of its common stock at an aggregate purchase price of $7,509,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On August 25, 2017, the Company declared a cash dividend of $0.108 per share or $36,207 payable on September 6, 2017.
On September 26, 2017, the Company declared a cash dividend of $0.108 per share or $63,585 payable on October 6, 2017.
Note 7. Commitments and Contingencies
From time to time, the Company may enter into commitments to fund investments. As of September 30, 2017, the Company had an outstanding commitment to fund a delayed draw term loan totaling $0.2 million. The Company maintains sufficient capacity to cover outstanding unfunded portfolio company commitments that the Company may be required to fund.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, 2017, management is not aware of any pending or threatened litigation.
Note 8. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per common share:
|
|
|
|
For the |
| ||
|
|
|
|
Period May 3, 2017 |
| ||
|
|
|
|
(commencement of operations) |
| ||
|
|
Three Months Ended |
|
through |
| ||
|
|
September 30, 2017 |
|
September 30, 2017 |
| ||
|
|
|
|
|
| ||
Increase in net assets resulting from operations |
|
$ |
99,225 |
|
$ |
99,792 |
|
Weighted average shares of common stock outstanding - basic and diluted |
|
380,567 |
|
237,349 |
| ||
Earnings per common share - basic and diluted |
|
$ |
0.26 |
|
$ |
0.42 |
|
Note 9. Financial Highlights
The following per common share data has been derived from information provided in the unaudited financial statements. The following is a schedule of financial highlights for the period from May 3, 2017 (commencement of operations) to September 30, 2017:
|
|
For the Period |
| |
Per Common Share Operating Performance |
|
|
| |
Net Asset Value, Beginning of Period |
|
$ |
|
|
|
|
|
| |
Results of Operations: |
|
|
| |
Net Investment Income(1) |
|
0.32 |
| |
Net Realized and Unrealized Gain (Loss) on Investments(1) |
|
(0.10 |
) | |
Net Increase in Net Assets Resulting from Operations |
|
0.22 |
| |
|
|
|
| |
Distributions to Common Stockholders |
|
|
| |
Distributions from Net Investment Income |
|
(0.22 |
) | |
Distributions from Realized Gains |
|
|
| |
Net Decrease Resulting from Distributions |
|
(0.22 |
) | |
|
|
|
| |
Capital Share Transactions |
|
|
| |
Issuance of Common Stock |
|
20.00 |
| |
Net Increase (Decrease) Resulting from Capital Share Transactions |
|
20.00 |
| |
Net Asset Value, End of Period |
|
$ |
20.00 |
|
|
|
|
| |
Shares Outstanding, End of Period |
|
964,200 |
| |
|
|
|
| |
Ratio/Supplemental Data |
|
|
| |
Net assets, end of period |
|
$ |
19,284,000 |
|
Weighted-average shares outstanding |
|
237,349 |
| |
Total Return(3) |
|
1.08 |
% | |
Portfolio turnover |
|
0.00 |
% | |
Ratio of operating expenses to average net assets without waiver and reimbursement(2)(4) |
|
9.01 |
% | |
Ratio of operating expenses to average net assets with waiver and reimbursement(2)(4) |
|
0.93 |
% | |
Ratio of net investment income (loss) to average net assets without waiver and reimbursement(2)(4) |
|
(6.15 |
)% | |
Ratio of net investment income (loss) to average net assets with waiver and reimbursement(2)(4) |
|
1.92 |
% |
(1) The per common share data was derived by using weighted average shares outstanding.
(2) The ratios reflect an annualized amount.
(3) Total return is calculated as the change in net asset value (NAV) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. Total return is not annualized.
(4) Includes interest expense which is not subject to reimbursement by Flat Rock Global, LLC.
Note 10. Subsequent Events
The Companys management has evaluated subsequent events through the date of issuance of the financial statements included herein.
There have been no subsequent events that require recognition or disclosure in these financial statements except for the following:
On October 25th, 2017, the Company declared a dividend of $0.108 per share or $104,134 payable on November 6th, 2017.
On October 30th, 2017, the Company issued and sold 20,750 shares of its common stock at an aggregate purchase price of $415,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to we, us, our, Flat Rock Capital, or the Company refer to Flat Rock Capital Corp.
Overview
We are a newly organized specialty finance company formed as a Maryland corporation on March 20, 2017. We are an externally managed, non-diversified closed-end investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended (1940 Act), and intends to elect and to be treated for tax purposes as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).
Our investment objective is the preservation of capital while generating current income from debt investments and seeking to maximize our portfolios total return. We intend to achieve this objective by investing in a portfolio composed primarily of debt investments in senior secured loans of U.S. middle-market companies, which we refer to as Senior Loans. We intend to achieve our investment objective by (i) accessing the established loan origination channels developed by our management team, (ii) selecting investments within our core middle-market focus, (iii) partnering with experienced private equity firms, or sponsors, in many cases with whom our management team has invested alongside in the past, (iv) implementing disciplined underwriting standards and (v) drawing upon the aggregate experience and resources of our management team. We expect that most of our Senior Loans will be made to borrowers with EBITDA of between $10 million and $75 million annually.
Flat Rock Global, LLC (our Adviser or Flat Rock Global), a newly-formed Delaware limited liability company, acts as our investment adviser. Flat Rock Global is registered as an investment adviser under the Advisers Act. Flat Rock Global is controlled by Robert K. Grunewald, our Chairman and Chief Executive Officer. Mr. Grunewald has over 25 years of experience in BDCs, middle market finance, private equity and investment banking. Flat Rock Global manages the day-to-day operations of, and provides investment advisory and management services to us.
Additionally, we may from time to time hold or invest in equity securities and other debt or equity securities generally arising from a restructuring of Senior Loan positions previously held by us. Flat Rock Global will also periodically evaluate all investments that are not Senior Loans to determine whether we should dispose of assets that are not Senior Loans. We intend to utilize leverage to enhance stockholder returns, and believe that, when properly financed and hedged, our investment strategy can produce attractive risk-adjusted returns.
We plan to hold many of our investments to maturity or repayment, but will sell our investments earlier if a sale or recapitalization of a portfolio company takes place, or if we determine a sale of one or more of our investments is in our best interest. Once we raise significant capital in this or any future offering, we will seek to create a diverse portfolio of Senior Loans by investing approximately $10 to $25 million of capital, on average, in the securities of middle-market companies. Prior to raising significant capital, we intend to make smaller investments primarily in Senior Loans.
Characteristics of and Risks Related to Investments in Private Companies
A core component of our strategy will be to invest in the corporate debt of privately held companies. Investments in private companies pose certain incremental risks as compared to investments in public companies. First, private companies have reduced access to the capital markets, resulting in diminished capital resources and ability to withstand financial distress. Second, the investments themselves may often be illiquid. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. In addition, less public information generally exists about private companies. Finally, these companies may often not have third-party debt ratings or audited financial statements. We must therefore rely on the ability of Flat Rock Global to obtain adequate information through its due diligence efforts to evaluate the creditworthiness of and risks involved in investing in these companies. These companies and their financial information will also generally not be subject to the Sarbanes-Oxley Act and other rules that govern public companies that are designed to protect investors.
Operating and Regulatory Structure
Our investment activities are managed by Flat Rock Global and supervised by our board of directors (the Board), a majority of whom are independent. Under the Investment Advisory Agreement, we pay Flat Rock Global a quarterly management fee based on our average gross assets as well as incentive fees based on our performance.
We have entered into an administration agreement with Flat Rock Global to serve as our Administrator. Pursuant to the administration agreement, Flat Rock Global provides us with services such as accounting, financial reporting, legal and compliance support and investor relations support, necessary for us to operate or has engaged a third-party firm to perform some or all of these functions.
Revenues
We generate revenue in the form of dividends or interest payable on the debt securities that we hold and capital gains, if any, received prior to the maturity of any debt instruments or other equity interests that we acquire in portfolio companies. In addition, we
may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and performance-based fees. Any such fees will be generated in connection with our investments and recognized as earned.
Expenses
Our primary operating expenses are the payment of advisory fees and other expenses under the Investment Advisory Agreement. The investment advisory fees compensate Flat Rock Global for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.
We bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:
· the cost of calculating our NAV, including the cost of any third-party valuation services;
· the cost of effecting sales and repurchase of shares of our common stock and other securities;
· investment advisory fees;
· transfer agent and custodial fees;
· fees and expenses associated with marketing efforts;
· federal and state registration fees;
· federal, state and local taxes;
· independent directors fees and expenses;
· costs of proxy statements, stockholders reports and notices;
· fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;
· fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act;
· costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws;
· brokerage commissions for our investments;
· all other offering expenses incurred by Flat Rock Global in performing its obligations, subject to the limitations included in the Investment Advisory Agreement; and
· direct costs such as printing, mailing and long distance telephone, incurred by Flat Rock Global and all other expenses incurred by either Flat Rock Global or us in connection with administering our business, including payments under the administration agreement that will be based upon our allocable portion of overhead and other expenses incurred by Flat Rock Global in performing its obligations under the administration agreement, including rent and our allocable portion of the costs of compensation and related expenses of our chief compliance officer and chief financial officer and their respective staffs, subject to limitations included in our Investment Advisory Agreement.
Pursuant to the Investment Advisory Agreement, Flat Rock Global is responsible for payment of any and all organization and offering expenses incurred on our behalf in connection with our private offering of shares. We will not reimburse Flat Rock Global for such expenses borne on our behalf.
Beginning on May 3, 2017, the Companys Adviser agreed to reimburse us for certain operating expenses. Flat Rock Global has no obligation to reimburse any portion of our expenses but has indicated that it expects to continue such reimbursements until it deems that we have achieved economies of scale sufficient to ensure that we bear a reasonable level of expenses in relation to our income. The specific amount of expenses reimbursed by Flat Rock Global, if any, will be determined at the end of each quarter. For the three months ended September 30, 2017 and the period May 3, 2017 (commencement of operations) through September 30, 2017, these reimbursements totaled $165,839 and $200,839, respectively, which consisted of audit, fund accounting, fund administration, insurance, legal, valuation and other fees. To the extent reimbursements may be needed in the future, there can be no assurance that Flat Rock Global will provide any such reimbursements.
Portfolio and Investment Activity
As of September 30, 2017, our weighted average total yield of debt and income producing securities at fair value was 7.01%, and our weighted average total yield of debt and income producing securities at amortized cost was 7.01%.
As of September 30, 2017 we had investments in 12 portfolio companies with an aggregate fair value of $17.4 million.
Our investment activity for the period ended September 30, 2017 is presented below (information presented herein is at amortized cost unless otherwise indicated).
|
|
Three |
| |
|
|
Months Ended |
| |
|
|
September 30, 2017 |
| |
|
|
|
| |
New investment commitments: |
|
|
| |
Gross commitments |
|
$ |
9,789,023 |
|
Less: Sell downs |
|
|
| |
Total new investment commitments |
|
9,789,023 |
| |
|
|
|
| |
Principal amount of investments funded: |
|
|
| |
First-lien senior secured debt investments |
|
$ |
343,341 |
|
Second-lien senior secured debt investments |
|
|
| |
Total principal amount of investments funded |
|
343,341 |
| |
|
|
|
| |
Principal amount of investments sold: |
|
|
| |
First-lien senior secured debt investments |
|
|
| |
Second-lien senior secured debt investments |
|
|
| |
Total principal amount of investments sold or repaid |
|
|
| |
|
|
|
| |
Number of new investment commitments |
|
8 |
| |
Average new investment commitment amount |
|
$ |
1,223,628 |
|
Weighted average maturity for new investment commitments |
|
4.54 years |
| |
Percentage of new debt investment commitments at floating rates |
|
100% |
| |
Percentage of new debt investment commitments at fixed rates |
|
0% |
| |
Weighted average interest rate of new investment commitments |
|
6.83% |
| |
Weighted average spread LIBOR of new floating rate investment commitments |
|
5.54% |
| |
Weighted average interest rate on investment sold or paid down |
|
N/A |
|
As of September 30, 2017, our investments consisted of the following:
|
|
September 30, 2017 |
| ||||
|
|
Amortized |
|
Fair |
| ||
|
|
Cost |
|
Value |
| ||
First-lien senior secured debt |
|
$ |
16,984,201 |
|
$ |
17,351,060 |
|
U.S. Government Securities |
|
7,999,206 |
|
7,997,416 |
| ||
Forward foreign currency contracts |
|
|
|
(75,326 |
) | ||
Total Investments |
|
$ |
24,983,407 |
|
$ |
25,273,150 |
|
The table below describes investments by industry composition based on fair value as of September 30, 2017:
|
|
September 30, 2017 |
|
|
|
|
|
U.S. Government Securities |
|
31.5 |
% |
Healthcare Technology |
|
20.6 |
% |
IT Services |
|
13.6 |
% |
Federal Services |
|
9.8 |
% |
Consumer Goods |
|
8.7 |
% |
Business Services |
|
5.9 |
% |
Consumer Services |
|
4.0 |
% |
Entertainment & Leisure |
|
3.9 |
% |
Direct Marketing |
|
2.0 |
% |
Forward Foreign Currency Contracts |
|
0.0 |
%* |
Total |
|
100.0 |
% |
* Less than 0.5%.
The table below describes investments by geographic composition based on fair value as of September 30, 2017:
|
|
September 30, 2017 |
|
|
|
|
|
United States: |
|
|
|
Government Securities |
|
31.5 |
% |
West |
|
14.5 |
% |
Northeast |
|
14.2 |
% |
Southeast |
|
6.0 |
% |
South |
|
5.3 |
% |
Canada |
|
20.6 |
% |
Netherlands |
|
7.9 |
% |
Total |
|
100.0 |
% |
The weighted average yields and interest rate of our debt investments at fair value as of September 30, 2017 were as follows:
|
|
September 30, 2017 |
|
Weighted average total yield of debt and income producing securities |
|
7.01 |
% |
Weighted average interest rate of debt and income producing securities |
|
6.83 |
% |
Weighted average spread over LIBOR of all floating rate investments |
|
5.54 |
% |
Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
· Assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
· Periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
· Comparisons to other companies in the portfolio companys industry; and
· Review of monthly or quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio companys business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:
Investment |
|
Description |
1 |
|
Investments with a rating of 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable; |
|
|
|
2 |
|
Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rate of 2; |
|
|
|
3 |
|
Investments rated 3 involve a borrower performing below expectations and indicates that the loans risk has increased somewhat since origination or acquisition; |
|
|
|
4 |
|
Investments rated 4 involve a borrower performing materially below expectations and indicates that the loans risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and |
|
|
|
5 |
|
Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loans risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered. |
Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3, 4 or 5, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.
|
|
September 30, 2017 |
| |||
|
|
|
|
Percentage |
| |
|
|
Investments at |
|
of Total |
| |
Investment Rating |
|
Fair Value |
|
Portfolio |
| |
1 |
|
$ |
7,922,090 |
|
31.3 |
% |
2 |
|
17,351,060 |
|
68.7 |
% | |
Total |
|
$ |
25,273,150 |
|
100.0 |
% |
Results of Operations
We are a recently-formed entity that commenced our principal operations on May 3, 2017. Since we commenced principal operations on May 3, 2017, we therefore have no prior periods with which to compare our operating results.
The following table represents the operating results for the three months ended September 30, 2017 and the period May 3, 2017 (commencement of operations) through September 30, 2017:
|
|
|
|
For the Period |
| ||
|
|
Three Months |
|
May 3, 2017 |
| ||
|
|
Ended |
|
through |
| ||
|
|
September 30, 2017 |
|
September 30, 2017 |
| ||
Total Investment Income |
|
$ |
113,255 |
|
$ |
113,940 |
|
Less: Net Expenses |
|
36,753 |
|
37,233 |
| ||
Net Investment Income |
|
76,502 |
|
76,707 |
| ||
Net realized losses on investments |
|
(266,658 |
) |
(266,658 |
) | ||
Net unrealized gains on investments |
|
289,381 |
|
289,743 |
| ||
Net increase in net assets resulting from operations |
|
$ |
99,225 |
|
$ |
99,792 |
|
Investment Income
Investment income for the three months ended September 30, 2017 and the period May 3, 2017 (commencement of operations) through September 30, 2017 was as follows:
|
|
|
|
For the Period |
| ||
|
|
Three Months |
|
May 3, 2017 |
| ||
|
|
Ended |
|
through |
| ||
|
|
September 30, 2017 |
|
September 30, 2017 |
| ||
Interest from investments |
|
$ |
113,255 |
|
$ |
113,940 |
|
Total investment income |
|
$ |
113,255 |
|
$ |
113,940 |
|
Expenses
Operating expenses for the three months ended September 30, 2017 and the period May 3, 2017 (commencement of operations) through September 30, 2017 were as follows:
|
|
|
|
For the Period |
| ||
|
|
Three Months |
|
May 3, 2017 |
| ||
|
|
Ended |
|
through |
| ||
|
|
September 30, 2017 |
|
September 30, 2017 |
| ||
Management fees |
|
$ |
96,535 |
|
$ |
121,127 |
|
Other operating expenses |
|
202,592 |
|
238,072 |
| ||
Management fee waiver |
|
(96,535 |
) |
(121,127 |
) | ||
Expense Reimbursement |
|
(165,839 |
) |
(200,839 |
) | ||
Net Expenses |
|
$ |
36,753 |
|
$ |
37,233 |
|
Net expenses for the three months ended September 30, 2017 were $36,753, which consisted of $96,535 in management fees, $138,170 in professional fees, $9,778 in interest expense and $54,644 in general and administrative fees offset by $96,535 in management fee waivers and $165,839 in expense reimbursement from the Adviser.
Net expenses for the period from inception through September 30, 2017 were $37,233 which consisted of $121,127 in management fees, $163,650 in professional fees, $9,778 in interest expense and $64,644 in general and administrative fees offset by $121,127 in management fee waivers and $200,839 in expense reimbursement from the Adviser.
In order to meet the diversification tests required to qualify as a RIC, the Company, on September 22, 2017, acquired $8,000,000 in face value of short-term U.S. Treasury Bills. This transaction had the effect of increasing management fees payable to the Adviser, all of which were waived by the Adviser. For the three months ended September 30, 2017 and the period May 3, 2017 (commencement of operations) through September 30, 2017, the Company incurred management fees of $96,535 and $121,127, respectively, all of which were waived by Flat Rock Global.
Net Unrealized Gains (Losses) on Investments
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three months ended September 30, 2017 and the period May 3, 2017 (commencement of operations) through September 30, 2017, net unrealized gains on our investment portfolio were comprised of the following:
|
|
|
|
For the Period |
| ||
|
|
Three Months |
|
May 3, 2017 |
| ||
|
|
Ended |
|
through |
| ||
|
|
September 30, 2017 |
|
September 30, 2017 |
| ||
Unrealized gains on investments |
|
$ |
289,381 |
|
$ |
289,743 |
|
Net unrealized gains |
|
$ |
289,381 |
|
$ |
289,743 |
|
Financial Condition, Liquidity and Capital Resources
We will generate cash primarily from the net proceeds generated from our private offering, and from cash flows from fees, interest and dividends earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use of funds will be investments in Senior Loans, payments of our expenses and distributions to holders of our common stock. We commenced our private offering of shares on June 29, 2017. As of September 30, 2017, we sold 954,200 shares of common stock for gross proceeds of $19,084,000. As of September 30, 2017, we had cash and cash equivalents of $7,959,338.
As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 200%. If this ratio declines below 200%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so.
Flat Rock Global has agreed to pay all of our organization and offering expenses in connection with our private offering, including, but not limited to, expenses incurred in connection with legal, accounting and printing expenses, expenses associated with stockholder relations, transfer agent fees, fulfillment costs, and expenses associated with advertising and sales literature prepared by us. We will not reimburse Flat Rock Global for such organization and offering expenses. Therefore, these fees and expenses will not reduce the net proceeds available to us from the sale of our shares in our private offering.
Capital Contributions
On July 20, 2017, the Company issued and sold 127,750 shares of its common stock at an aggregate purchase price of $2,555,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On August 2, 2017, the Company issued and sold 78,750 shares of its common stock at an aggregate purchase price of $1,575,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On August 29, 2017, the Company issued and sold 253,500 shares of its common stock at an aggregate purchase price of $5,070,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On September 29, 2017, the Company issued and sold 375,450 shares of its common stock at an aggregate purchase price of $7,509,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On August 25, 2017, the Company declared a cash dividend of $0.108 per share or $36,207 payable on September 6, 2017.
On September 26, 2017, the Company declared a cash dividend of $0.108 per share or $63,585 payable on October 6, 2017.
Distribution Policy
Subject to our Boards discretion and applicable legal restrictions, we intend to authorize and declare monthly distributions that will be paid on a monthly basis beginning with our initial monthly distribution of $0.108 per share declared by our Board on August 25, 2017, which was paid to our stockholders on September 6, 2017. We will calculate each stockholders specific distribution amount for the month based on a distribution amount per share per day of our common stock, which will accrue daily for each stockholder from the date we accept their subscription for shares of our common stock. From time to time, we may also pay interim distributions, including capital gains distributions, at the discretion of our Board. Each year a statement on Internal Revenue Service
Form 1099-DIV (or successor form) identifying the source of the distribution (i.e., paid from ordinary income, paid from net capital gain on the sale of securities, or a return of paid-in capital surplus which is a nontaxable distribution) will be mailed to our stockholders. Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from this offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes.
We intend to elect to be treated for U.S. federal income tax purposes, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code. To obtain and maintain RIC tax treatment, we must, among other things, distribute at least 90.0% of our ordinary income and net short-term capital gain in excess of net long-term capital loss, if any. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute, or be deemed to distribute, during each calendar year an amount at least equal to the sum of (1) 98.0% of our ordinary income for the calendar year, (2) 98.2% of our capital gain in excess of capital loss for the one-year period ending on October 31 of such calendar year and (3) any ordinary income and net capital gain for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax.
The following table reflects the cash distributions per share that the Company declared and paid on its common stock during the period ended September 30, 2017:
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Distribution |
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Declaration |
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Record |
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Per |
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Payment |
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Distribution |
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Distribution |
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Date |
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Date |
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Share |
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Date |
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Payment |
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Type |
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8/25/2017 |
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8/25/2017 |
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$ |
0.108 |
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9/6/2017 |
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$ |
36,207 |
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Ordinary Income |
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9/26/2017 |
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9/26/2017 |
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$ |
0.108 |
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10/6/2017 |
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63,585 |
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Ordinary Income |
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Critical Accounting Policies
This discussion of our expected operating plans is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S., or GAAP. The preparation of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we have described our critical accounting policies in the notes to our financial statements.
Valuation of Portfolio Investments
Our Board has established procedures for the valuation of our investment portfolio. These procedures are detailed below.
Investments for which market quotations are readily available will be valued at such market quotations.
Most of our investments will not be traded on a national securities exchange, and we will not have the benefit of market quotations or other pricing data from such an exchange. Certain of our investments will have the benefit of third-party bid-ask quotations. With respect to investments for which pricing data is not readily available or when such pricing data is deemed not to represent fair value, our Board has approved a multi-step valuation process each quarter, as described below:
1. |
each portfolio company or investment will be valued by Flat Rock Global, potentially with information received from one or more independent valuation firms engaged by our Board; |
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2. |
an independent valuation firm will conduct independent valuations and make an independent assessment of the value of each investment on a rotating basis so that each investment is valued at least twice annually; |
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3. |
the valuation committee of our Board will review and discuss the preliminary valuation prepared by Flat Rock Global and that of the independent valuation firm and |
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4. |
our Board will discuss the valuations and determine the fair value of each investment in our portfolio in good faith based on the input of Flat Rock Global, an independent valuation firm and the valuation committee. |
Investments will be valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio companys ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, the principal market and enterprise values, among other factors.
We have adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures (formerly Statement of Financial Accounting Standards No. 157, Fair Value Measurements), which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.
ASC Topic 820 clarifies that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant that holds the asset or owes the liability. ASC Topic 820 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement.
Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.
In accordance with ASC Topic 820, the fair value of our investments is defined as the price that we would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market in which that investment is transacted.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Contractual Obligations
Payments for investment advisory services under the Investment Advisory Agreement in future periods are equal to (a) a management fee calculated at an annual rate of 1.375% of the value of our average gross assets as of the end of the two most recently completed quarters and (b) an incentive fee based on our performance. We have entered into an administration agreement with Flat Rock Global to serve as our Administrator. We anticipate that Flat Rock Global will be reimbursed for administrative expenses incurred on our behalf.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in interest rates.
Valuation Risk
Most of our investments will not be traded on a national securities exchange, and we will not have the benefit of market quotations or other pricing data from such an exchange. Certain of our investments will have the benefit of third-party bid-ask quotations. With respect to investments for which pricing data is not readily available or when such pricing data is deemed not to represent fair value, our Board has approved a multi-step valuation process each quarter. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. As of September 30, 2017, we had not incurred any leverage.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of September 30, 2017, all of the investments in our portfolio were at floating rates.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized, and reported within the required time periods specified in the SECs rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a companys objectives and that future events may impact the effectiveness of a system of controls.
Our Chief Executive Officer and Chief Financial Officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act, were effective as of September 30, 2017 at a reasonable level of assurance.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
As of September 30, 2017, there have been no material changes from the risk factors set forth in Amendment No. 3 to our Registration Statement on Form 10 dated and filed with the Securities and Exchange Commission (SEC) on May 23, 2017.
The interest rates of our term loans to our portfolio companies that extend beyond 2021 might be subject to change based on recent regulatory changes.
LIBOR, the London interbank offered rate, is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. We typically use LIBOR as a reference rate in term loans we extend to portfolio companies such that the interest due to us pursuant to a term loan extended to a partner company is calculated using LIBOR. Some of our term loan agreements with partner companies contain a stated minimum value for LIBOR.
On July 27, 2017, the United Kingdoms Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether or not LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large US financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities. The future of LIBOR at this time is uncertain. If LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On July 20, 2017, the Company issued and sold 127,750 shares of its common stock at an aggregate purchase price of $2,555,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On August 2, 2017, the Company issued and sold 78,750 shares of its common stock at an aggregate purchase price of $1,575,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On August 29, 2017, the Company issued and sold 253,500 shares of its common stock at an aggregate purchase price of $5,070,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
On September 29, 2017, the Company issued and sold 375,450 shares of its common stock at an aggregate purchase price of $7,509,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
None.
The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Flat Rock Capital Corp. | |
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Date: November 14, 2017 |
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/s/ Robert K. Grunewald | |
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Name: |
Robert K. Grunewald |
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Title: |
President and Chief Executive Officer |
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(Principal Executive Officer) |
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Date: November 14, 2017 |
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/s/ Richard A. Petrocelli | |
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Name: |
Richard A. Petrocelli |
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Title: |
Chief Financial Officer and Chief Operating Officer |
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(Principal Financial and Accounting Officer) |
Exhibit Index
3.1 |
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3.2 |
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3.3 |
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4.1 |
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10.1 |
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10.2 |
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10.3 |
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10.4* |
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31.1* |
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31.2* |
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32.1* |
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* Filed herewith.