FS KKR Capital Corp Q2 FY2020 Earnings Call

Good morning, ladies and gentlemen. Welcome to FS KKR Capital Corp.'s Second Quarter 2020 Earnings Conference Call. Your lines will be in a listen-only mode during remarks by FSK’s management. At the conclusion of the company's remarks, we will begin the question-and-answer session. Please note that this conference is being recorded. At this time, Robert Paun, Head of Investor Relations, will proceed with the introduction. Mr. Paun, you may begin.

Thank you. Good morning and welcome to FS KKR Capital Corp.'s second quarter 2020 earnings conference call. Please note that FS KKR Capital Corp. may be referred to as FSK, the fund, or the company throughout the call. Today's conference call is being recorded and an audio replay of the call will be available for 30 days. Replay information is included in a press release that FSK issued on August 10th, 2020. In addition, FSK has posted on its website a presentation containing supplemental financial information with respect to its portfolio and financial performance for the quarter ended June 30th, 2020. A link to today's webcast and the presentation is available on the Investor Relations section of the company's website under Events and Presentations. Please note that this call is the property of FSK. Any unauthorized rebroadcast of this call in any form is strictly prohibited. Today's conference call includes forward-looking statements and we ask that you refer to FSK's most recent filings with the SEC for important factors that could cause actual results or outcomes to differ materially from these statements. FSK does not undertake to update its forward-looking statements unless required to do so by law. In addition, this call will include certain non-GAAP financial measures. For such measures, reconciliations to the most directly comparable GAAP measures can be found in FSK's second quarter earnings release that was filed with the SEC on August 10th, 2020. Non-GAAP information should be considered supplemental in nature and should not be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly named measures reported by other companies. To obtain copies of the company's latest SEC filings, please visit FSK's website. Speaking on today's call will be Michael Forman, Chairman and Chief Executive Officer; Dan Pietrzak, Chief Investment Officer and Co-President; Brian Gerson, Co-President; and Steven Lilly, Chief Financial Officer. Also joining us on the phone are Co-Chief Operating Officers, Drew O'Toole and Ryan Wilson. I will now turn the call over to Michael.

Thank you, Robert, and welcome everyone to FS KKR Capital Corp's second quarter 2020 earnings conference call. To start, I'd like to say that all of us hope that you, your family, your colleagues, and your friends are remaining safe and healthy during this unprecedented time. Like other companies, the second quarter was our first full quarter operating in a COVID world. I'm pleased with how the FS KKR team has adapted its operational activities to a fully virtual work environment. Also, as I start, I'd like to remind everyone that as previously announced during June, we had effectuated a four-for-one reverse stock split for FSK. As a result, the per share information contained in this call will take such information into account. In recent weeks, state and local economies across the country have experienced reopenings and renewed challenges, all to varying degrees. In the financial world, the public equity markets have rebounded much faster than many observers would have predicted just a few months ago. On the one hand, rising equity markets, thanks in major part to government stimulus plans on a scale not seen since World War II and the Great Depression, are looking through the current operational challenges almost all companies are facing. On the other hand, as Dan will discuss in detail in his comments, the credit markets are providing a different view of the operating world. From a portfolio perspective, our management teams and financial sponsors are intently focused on maintaining liquidity, cutting costs, and discerning new growth opportunities. Our view is the credit markets are more accurately pricing risk than the equity markets, as the equity markets have almost entirely looked through the realities of the current economic climate and focused on the long-term. As is often the case, time will be a primary arbiter of which market's view is more accurate. During the first quarter, we estimated that approximately 70% of our portfolio depreciation was related to COVID or spread widening. Most other BDCs provided these estimates as well, with a range of approximately 50% on the low end and 90% on the high end. Perhaps not surprisingly, our estimates fell somewhere in the middle of the industry owing, on the one hand, to the high quality nature of our more recent investment vintages, which has been led by KKR, offset to an extent by legacy assets we have discussed on prior earnings calls. In terms of NAV, during the second quarter, our evaluation process yielded the following results. First, we experienced appreciation within the majority of the portion of our portfolio, which previously was impacted by COVID-related spread widening and our multiple contractions. Second, we experienced additional write-downs in certain legacy and previously credit-challenged investments, including energy investments and investments that were fully restructured. Third, we experienced a modest amount of further depreciation in a portion of the portfolio that continues to be impacted by the effects of COVID. While Brian will discuss our portfolio valuation in detail during his portion of the call, in summary, the net result was that our total investment portfolio declined in value by approximately 1.9% during the second quarter, which resulted in a 4.1% decline in our NAV on a per share basis. Shifting to our quarterly operating results, our net investment income was $0.62 per share during the quarter, which was $0.02 above our second quarter dividend of $0.60 per share. From a liquidity perspective, we ended the quarter with approximately $1.3 billion of liquidity with no meaningful near-term debt maturities. From a forward-looking perspective, consistent with the dividend strategy we outlined during our last earnings call, we currently expect our third quarter net investment income per share to approximate $0.60 per share. As such, our Board has declared a distribution of $0.60 per share in the third quarter, which equates to an annualized yield of 10.3% on our NAV per share of $23.37 as of June 30, 2020. In terms of strategic BDC industry updates, we are extremely pleased to see the SEC's recent proposed modifications to the mutual funds and exchange traded fund disclosure requirements, which include meaningful forward progress with regard to the SEC rule. For the last several years, we have maintained an active voice in Washington on behalf of the BDC industry. We've also maintained a significant presence with both elected and appointed officials over the years. It is gratifying to see tangible results emerge from our and others' efforts. Before I turn the call over to Dan, I'd like to recognize the entire FS KKR team. Some of these people, such as the leadership team represented on this call, you know, but many of them you've not met. They are an exceptional group of individuals of over 150 strong, who work in their own unique and individual capacities. They are focused, hardworking, and dedicated to making the FS KKR BDC franchise an industry leader across multiple metrics. While we acknowledge there's still work to do as we rotate our portfolio, I can assure you that we are closer to achieving our goals because of the quality of the work of these individuals. With that, I'll turn the call over to Dan and the team.

Thanks, Michael. Before I begin my formal remarks, I would like to reiterate Michael's closing comment. We do have a strong team and the work they have done over the last several months has been tremendous. I am proud to be part of this team. I also hope that you, your family, your colleagues, and your friends are remaining safe and healthy during this unprecedented time. While we continue to navigate an uncertain macroeconomic environment, the prospect for substantial economic recovery remains a real possibility over the coming quarters. Actions by the federal government and the Federal Reserve, which are providing unprecedented levels of fiscal stimulus and liquidity support to the market, offer pillars of support for an economy which increasingly feels as though it is lurching forward towards its own method of reopening, regardless of governmental and public mandates. As we analyze the leverage loan market and contemplate what the balance of the year may bring, it is helpful to start by framing a few observations associated with the high yield market. In a somewhat unexpected fashion, the second quarter of 2020 represented a record in terms of quarterly high yield issuance at $140 billion. On a year-to-date basis, high yield activity also established a record issuance level of $224 billion. However, the details of this headline number contain some interesting specifics. Almost one-third of year-to-date high yield bonds are secured, which represents the highest level of secured bond issuance since 2009. Only 11% of year-to-date high yield bonds have been used to fund M&A activity, which marks the lowest level since the 2008 financial crisis, and financial sponsor-related activity dropped below the 50% mark for the first time since the financial crisis. Finally, operating companies have been building cash reserves at an unprecedented pace, as cash on hand, as a percentage of total debt increased to 15%. Again, a record level eclipsing even the fourth quarter of 2009's level of 14%. Understanding the high yield market is important because it helps inform us about the leveraged loan market, which was quite hot in January and early February but saw zero issuances in March and has been slow to build back as fund flows for loan mutual funds have been steadily negative since that time, in a range of between $10 billion and $20 billion of outflows per month. In addition, year-to-date 2020 CLO issuance is down approximately 50% compared to 2019. Squarely in the middle of these data points are two key items: significantly reduced M&A activity and a continued focus on liquidity. Across our origination effort, we see many financial sponsors tackling the current market landscape with the following approach: number one, solidifying liquidity positions at existing portfolio companies; two, assessing future market dynamics for portfolio companies which could involve acquiring or merging with competing businesses; and three, establishing a view on valuation multiples for existing portfolio companies and for potential new transactions. Our view is most sponsors are generally between steps one and two of the three steps I just outlined. This drives the expectation that M&A volumes during the balance of 2020 are likely to remain depressed until at least the fourth quarter. That said, we are seeing our pipeline pick up over the last month or so. As a platform, we are focused on principal protection with our new investments, which involves financing good companies, understanding the macro picture, and having structures that protect our investments. It does not involve stretching on risk for some additional yield. Despite the rally in the public markets, we note that within the leveraged loan market, at the end of June, only 12 basis points of issuers were trading at or above par, as compared to a historical level of approximately 30% of issuers according to S&P. The combination of the overall market and COVID focus by all underpins the reasons we originated a very modest $253 million in new investments during the quarter, most of which were follow-ons to existing names. Our $253 million of total investments, combined with $344 million of net sales and repayments, when factoring in sales to our joint venture, equated to a net portfolio reduction of approximately $91 million during the second quarter. Despite our strong liquidity position, we continue to remain extremely selective in our origination and underwriting process, especially given the added complexities associated with making new commitments today. Even the concept of doing due diligence takes on special meaning during this time, given the issues associated with travel, meeting management teams face-to-face, and reviewing business operations. One data point that I would like to share with the market relates to understanding asset performance. Now that we have passed the two-year mark since the establishment of the FS KKR Advisor, we wanted to provide some context on our investment performance in FSK to date. Our track record is as follows: Since the FS KKR Advisor was formed through December 31st, 2019, we made approximately $3.2 billion in new investments and experienced 42 basis points of cumulative appreciation. From the same starting point through June 30th, 2020, we have originated approximately $4.1 billion of new investments and have experienced a 3.58% cumulative depreciation, which includes the effects of COVID. We believe these data points illustrate the manner in which we are turning the investment portfolio towards what we believe to be more conservative investment structures in companies with more defensible operating positions. While we will not be perfect, I do believe we are taking the steps commensurate with our goal of becoming an industry leader from an investment management standpoint. Finally, I should note that in our quarterly earnings investor presentation, this information is detailed on slide 12. In terms of portfolio rotation, given our modest origination volume during the second quarter, still approximately 50% of our investment portfolio is comprised of assets originated by the FS KKR Advisor, and approximately 81% of total assets in the portfolio have been originated by the KKR Credit platform. In terms of portfolio activity, as of today, approximately 12% of our portfolio companies have asked for some sort of relief related to COVID. Of these requests, we have granted approximately 7%, and while we expect certain portfolio companies may request additional capital or waivers through the balance of the year, we have also seen several of our portfolio companies that accessed revolvers in the first quarter and early second quarter, repay these revolvers as operations have stabilized. In addition, we have seen additional equity capital injections into several names while we remain actively engaged with all of our portfolio companies and sponsors, and are receiving updates on a real-time basis across our portfolio. From a forward-looking perspective, we believe the KKR Credit franchise will emerge stronger from a relationship and transactional standpoint in a post-COVID world. The elements of industry knowledge, operational expertise, and scale that the KKR Credit platform offers will be even more relevant to sponsors as they move towards steps two and three that I outlined earlier; that is, establishing a view on exit multiples for existing portfolio companies and purchase price multiples for new assets and seeking to transact within these value ranges for both existing and new companies. Times like these in the market where capital is scarce and relationships lean more on trust are times where we believe we are well-positioned to do quite well. With that, I'll turn the call over to Brian to discuss some investment portfolio specifics.

Thanks, Dan. As of June 30th, our investment portfolio had a fair value of $6.6 billion consisting of 173 portfolio companies. This compares to a fair value of $6.9 billion and 184 portfolio companies as of March 31, 2020. At the end of the second quarter, our top 10 largest portfolio companies represented 22% of our portfolio, which remains in line with our results from the last several quarters. We continue to focus on senior secured investments as our portfolio consisted of 52% of first lien loans and 67% senior secured debt as of June 30th. The weighted average yield on accruing debt investments was 8.7% at June 30th, 2020 as compared to 9% at March 31, 2020. The decline in our weighted average portfolio yield was primarily due to the decline in LIBOR during the quarter. From a non-accrual perspective, as of the end of the second quarter, our non-accruals represented approximately 9.9% of our portfolio on a cost basis and 3.8% of our portfolio on a fair value basis. During the quarter, we placed five investments that are non-accrual with a combined cost and fair value of $187 million and $89 million, respectively. Our largest non-accruals during the quarter were two legacy investments, DEI Sales and FourPoint Energy. DEI is the largest designer and marketer of premium audio systems in North America, and its sales have been meaningfully reduced due to COVID impact on its brick-and-mortar distribution. FourPoint Energy is a legacy E&P investment, which has been negatively impacted by commodity prices and is in the process of being restructured. On a combined basis, our new non-accrual investments account for approximately $0.04 per share of net investment income on a quarterly basis. In terms of industry concentrations, which we believe are more sensitive to the effects of COVID, we have the following exposure: traditional mall-based retail 0.9%, consumer durables and apparel 4.2%, commercial aviation leasing 1.6%, and energy 1.6%. Collectively, these industries account for 8.3% of our total investment portfolio. The largest sectors of exposure in our portfolio include capital goods 13.5%, software and services 12%, healthcare equipment and services 8.9%, real estate 8.3%, commercial and professional services 7.8%, and diversified financials 6.3%. As Michael mentioned, from a valuation perspective, our investment portfolio declined 1.9% or $132 million during the second quarter. The details associated with our quarterly evaluation results are as follows: the appreciation we experienced across the portfolio of $120 million was primarily driven by a combination of positive operating results and improved valuation inputs during the quarter for investments initially impacted by spread widening and general market conditions during the first quarter. As the economy continues to stabilize, we believe this portion of our investment portfolio will continue to increase in value as these names move back toward their cost basis. Our portfolio appreciation was offset by the following: first, depreciation of approximately $191 million in certain legacy and previously credit-challenged investments, all of which were consummated prior to the FS KKR Advisor, including energy investments and certain investments that were fully restructured. Second, by certain credits, whose valuations in total declined by $61 million during the quarter as a result of the continuing effects of COVID. Of the $191 million valuation decline associated with our legacy and previously credit-challenged investments, approximately 80% of the decline was driven by five specific investments and our energy exposure. The five investments are DEI Sales, Mood Media, Borden Dairy, Hilding Anders, and Amtek Global. As many of you know from prior calls, these companies were in challenged positions prior to the onset of COVID and therefore, had been disproportionately impacted by the pandemic. However, we believe we have the resources, including a dedicated workout team, and the ability to leverage the full KKR platform to maximize the recovery for these investments. Specific updates on Borden Dairy and Mood Media are as follows: On Borden Dairy, we partnered with Capitol Peak Partners, a private equity firm founded by the former CEO of Dean Foods, Gregg Engles, to purchase the company out of bankruptcy. FSK held $70 million of a $175 million term loan to Borden, which was used to credit bid for the asset. FSK received its pro-rata share of a $19 million Term Loan A and 20% of the fully diluted common equity of the company. In addition, FSK invested its pro-rata share of a $42 million Term Loan B, which was used to recapitalize the company. Mood Media filed for bankruptcy on July 30th, 2020, and within 24 hours confirmed its prepackaged plan of reorganization pursuant to a comprehensive RSA that was supported by 100% of the first-lien lenders and 100% of the second-lien lenders who submitted ballots. Mood Media's business has, like many others around the world, been upended in the wake of COVID and falls into a category of businesses that face immediate and severe impacts caused by the pandemic. Approximately 70% of the company's customers operate in or adjacent to the travel, retail, restaurant, resort, automotive, and/or aviation industry. After substantial business diligence, we concluded that investing additional equity into the company, especially under the current conditions, would be a prudent decision. However, we're hopeful that with a more stabilized environment and with a healthier balance sheet, a series of warrants that we received in connection with the plan for up to 60% of the equity of the company will value and help support a recovery. DEI Sales, Mood Media, Borden Dairy, Hilding Anders, and Amtek Global combined with our energy exposure have a combined cost basis of $753 million and an aggregate fair value of $237 million, representing a blended market of 31%. As a result, while it has been difficult working through these legacy names, we are beginning to believe that the worst is behind us from the depreciation standpoint. Turning back to the remaining credit, these valuation declines amounted to $61 million during the quarter, as a result of the continued effects of COVID on operations. The majority of the companies are operating well within tolerance from a credit perspective and are not in jeopardy of violating covenants. Certain companies within this portion of the portfolio also have received support from their private equity sponsors, as they have injected capital junior to our investments. Two examples of this type of activity include Savers and Entertainment Benefits Group. We own $91 million face value of a $540 million first-lien term loan to Savers, the largest for-profit thrift retailer in North America. Like many retailers, Savers has been adversely impacted by COVID-19 as its stores were shut in during the spring in response to the pandemic. In conjunction with an equity infusion from the company's financial sponsors, we provided additional operating liquidity and reset covenants while receiving incremental pricing and call protection in our investment. Entertainment Benefits Group is an e-commerce platform specializing in live entertainment and travel programs. The company partners with entertainment brands, hotels, and other consumer leisure vendors to provide product offerings to corporate employers, who then offer the product to their corporate employees as an employment benefit. We own $35 million of the company's $235 million first-lien credit facilities. In light of the COVID outbreak and the expected impact on financial performance, we recently reset covenants in exchange for an equity infusion from the sponsors, along with enhanced pricing and improved reporting rights. And with that, I'll turn the call over to Steven to discuss our financial results in more detail.

Thanks, Brian. During my first quarter comments, we began introducing a different method of communicating from a financial standpoint. As we continue with that theme, my comments will be less focused on reporting financial metrics already contained in our earnings press release and 10-Q, but rather focused more on the color behind our results, hopefully linking them in a more transparent and informative way to the broader comments on which Michael, Dan, and Brian have touched. To that end, the $29 million decline in our investment income this quarter related to the following; first, the reduction in LIBOR reduced our quarterly interest income by $8 million. Additionally, we sold certain assets during the quarter and previous quarter, which reduced our interest income both cash and PIK by approximately $7 million. As a reminder, 98% of our floating rate debt investments have floors, which average 88 basis points. Non-accrual assets reduced our interest income by $5 million. Finally, our fee income declined by $6 million, as we made significantly fewer commitments of capital during the quarter, and our dividend income declined by $3 million owing to a reduction in dividends from certain portfolio companies, as they focused on maintaining healthy liquidity positions during the height of the pandemic. Our interest expense declined by $4 million during the quarter, as we benefited from the reduction in LIBOR, as approximately 54% of our drawn liabilities are floating rate. Management fees declined by $4 million during the quarter due to a reduction in the overall value of our investment portfolio. The detailed bridge in our NAV per share on a quarter-over-quarter basis is as follows: Our starting Q2 2020 NAV per share of $24.36 was increased by NII per share of $0.62 and repurchases per share totaling $0.07. Our NAV per share was reduced by our $0.60 per share dividend and the decline in our portfolio value about which Brian spoke, which totaled $1.08 per share. The sum of these activities results in our June 30 NAV per share of $23.37. From a forward-looking perspective, the bridge from our second quarter NII per share of $0.62 to our third quarter NII per share guidance of $0.60 is as follows. Our recurring interest income is expected to be approximately $13 million lower due to lower LIBOR rates and the overall lower weighted average yield of our investment portfolio. We expect fee and dividend income to approximate $31 million during the third quarter, which represents an increase of approximately $8 million from the second quarter, but which is still slightly lower than our normalized level given the lower amount of origination activity about which Dan spoke earlier, coupled with portfolio companies still maintaining a more conservative liquidity profile. From an expense standpoint, we expect our interest expense will decline by approximately $2 million during the third quarter as we benefit from the reduction in LIBOR. The combination of these activities results in our expectation of NII per share of approximately $0.60 during the third quarter, which equals our declared dividend. As a reminder, over the long term, we expect our dividends per share will equate to a minimum of a 9% yield on our net asset value per share, acknowledging that there will be certain quarters where our annualized yield may be greater or less than this range due to quarter-to-quarter fluctuations in the business from an operational standpoint, such as what we are experiencing as COVID-based volatility is resulting in greater swings in NAV on a quarterly basis than what we would expect to experience during more normal periods. In terms of the right side of our balance sheet, our gross and net debt to equity levels of 136% and 129%, respectively, are in line with our leverage levels as of the end of Q1 2020. Our available liquidity of $1.3 billion equates to approximately 20% of the value of our investment portfolio, which is a very comfortable percentage. We continue to be pleased with our liability structure, which is 36% unsecured and 64% secured with an overall average cost of debt of 3.9%. In terms of debt maturities, we have no maturities during the balance of this year or in 2021. During the middle of 2022, we have three tranches of debt totaling $1.1 billion, which mature, representing approximately 21% of our full capital structure. Our largest year of maturities is 2024, and approximately 50% of our capital structure will roll forward. Finally, from an unfunded commitments perspective, as of June 30, 2020, we had approximately $330 million of unfunded debt commitments, of which $38 million represented revolver facilities and $261 million of unfunded equity commitments, primarily associated with commitments related to our asset-based finance portfolio. During the second quarter, we experienced fundings of approximately $50 million under these collective commitments with approximately $7 million of that amount being repaid during the quarter. As we said during our first-quarter earnings call, the majority of our unfunded debt and equity commitments are generally used for capital expenditures or acquisitions and are therefore, subject to performance or other threshold tests, including in certain situations our specific consent. As a result, all these commitments are disclosed in our 10-Q for informational purposes. We do not believe they will be drawn on in any meaningful capacity on a quarter-to-quarter basis. And with that, I'll turn the call back to Michael for a few closing remarks before we open the call for questions.

Thanks, Steven. On behalf of the entire FS KKR operating team, I'd like to close by reiterating the positive tilt we believe we are beginning to experience both in the overall economy as well as within our existing portfolio. The FS KKR platform has originated high-quality investments in healthy companies with stable cash flow streams. As we work through the remaining pieces of our legacy investments, we begin to move closer to the point where our investment portfolio and corresponding NAV per share will begin to settle from a valuation standpoint, before perhaps beginning to move back in a positive way during future quarters. Our investment teams have done an excellent job originating high-quality new assets while simultaneously working through certain legacy positions. As the COVID world looks forward to finding a new normal, we also look forward to completing our portfolio transition and fully harnessing the power of our BDC franchise. With that, operator, we would like to open the call for questions.

Thank you. Our first question comes from Casey Alexander with Compass Point. You may proceed with your question.

Good morning. I have three quick questions for you. One is, when do you expect to finalize the merger of the two BDCs? It seems like the shareholder outflow at FS KKR has been addressed and stabilized in the market. Honestly, if you're not doing it for the shareholders or for yourselves, please consider doing it for me because I'm tired of preparing two reports. When do you think you can move forward with this?

Thanks, Casey. This is Michael, and I'll take that question. And certainly, we hear the course. We received that feedback from you, from the analyst community, from investors, and we understand the positioning. I would say right now we're still focused on the portfolios. We think we've made a lot of progress this past quarter, and we're going to continue to try to evolve the portfolios. But we're certainly considering all strategic alternatives and anything that will drive shareholder value, we're open to. So at this point, we feel like we have a lot on our plate, but we hear what you say and the market says as well.

Okay. Great. Thank you. Secondly, Dan, as it relates to the JV, the JV is now up to around 9% of the total portfolio. Have you pretty much maximized how far you're willing to go in terms of dropping assets into the JV?

Yes, good morning, Casey. That's a great question. You are correct that we're at 9% today. We have discussed a target of around 10%, maybe slightly more. So we still have some room for growth. However, from a portfolio construction perspective, we're probably close to where we want to be.

Okay. And then my last question, and then I'll get out of the way is, there's a substantial amount of non-income earning assets in the portfolio. What's the company's strategy for getting that down and getting that rotated into some income earning assets? And I'll step out after that question.

Yes, no, and that's a very good question, Casey. I think that's the biggest focus of this management team right now. I mean, you're right. That number is too big both in terms of non-accruals and equity numbers. I think the good news is, when we are able to rotate out that will mean a pretty decent amount of NII that we can create. So that's why it is a big focus. I think it's very bottoms up, and it's very tactical. I mean, there's a couple of positions that we have moved on from. There's a couple positions we're in negotiations right now, some of them we don't control the outcome we might be a minority sort of owner, but it will be position by position, line item by line item. And quite frankly, something that we're going to be reviewing at that level of detail on a very frequent basis, because it is important over the coming quarters and the coming years to make sure that number goes down.

All right. Great. Thanks for taking my questions. I appreciate it.

Thank you, Casey.

Thank you. Our next question comes from Rick Shane with JPMorgan. You may proceed with your question.

Hey, guys, thanks for taking my questions. And Steven, I appreciate the efforts to provide some transparency in the forward look, it's very, very helpful. I want to clarify one comment, though, which is that I believe that what you said is the target return on NAV is about 9%. If we look at the expectations for the third quarter, it's about 10%. And I'm just trying to reconcile those two data points with sort of the commentary being a challenging environment, which certainly we acknowledge.

Sure, Rick. Thanks for your question. I believe this quarter's performance is influenced by several factors. First, our target of a 9% yield on NAV over an extended period is a minimum, as we've stated before. Additionally, during this COVID period, there has been increased volatility not only in our BDC franchise but across the industry. NAVs are fluctuating more than usual, particularly among groups with level three assets like ours. In terms of our portfolio, we noticed some appreciation in certain investments during the first quarter, which were more affected by COVID-related spread widening and market conditions. We expect that over time, these factors will normalize. As such, while we may see fluctuations—possibly reaching 10% in a quarter or dipping below 9% in others—we believe maintaining a 9% target is a solid starting point for total returns for shareholders.

Got it. Okay. Then, look, there's a dynamic here, which is that you're trading at one of the highest yields in the space. And that's probably not particularly efficient for you guys, especially in light of the huge discount to NAV. Any implications in terms of growth and opportunity for you? I am curious, you have a history of repurchasing shares; I'm curious if there are ways to increase the efficiency of distribution. What do you estimate to be your minimum distribution in order to maintain your RIC BDC status? And does it make sense in light of that to balance the dividend distribution with perhaps a more aggressive repurchase?

Yes, Rick, and this is Dan. I'll start and Steven can sort of add to this. I think you're right. I mean, we have been pretty focused on the stock buybacks historically. We obviously completed the $200 million program this quarter. If you look at the supplemental, we bought back almost $500 million of shares between this and CCT. I think that is always something that is sort of in our mind. I do think we're trying to balance that with our balance sheet position as well. I think we're not that far away from our target leverage number, but still slightly above where we want to be. So, I think that will clearly play into it as well. But, you know, Steven, feel free to add to the points around the RIC status or anything else that Rick had asked there.

Not. I think he covered it well, Dan. But the only thing I would - Rick maybe just add to is when we do have like many BDCs, we have some spill back or some people say spill over income, but it's at a very manageable level for us. I don't think we're in exactly where we want to be, I guess, I'd say in the positive way in the middle of the fairway there. So I think from a distribution standpoint, the guidance we give for the just gave for the third quarter of $0.60 for NII and $0.60 for the dividend is in keeping with that.

Okay, great. Thank you guys very much.

Thanks so much.

Thank you.

Thank you. Our next question comes from Ryan Carr with Jefferies. You may proceed with your question.

Good morning. And thank you for taking my questions. First question, you just mentioned spillover income, can you just give us a sense of what level you have retained in terms of spillover?

Sure. It's a little north of $200 million.

Okay, great. And then next question related to the yield, I guess, you saw a 30 basis point decline quarter-to-quarter and has mostly given the LIBOR declines. Can you give us a sense for what percentage of the portfolio has LIBOR floors in place? And within that to what level they've been inactive?

Yes. This is Dan, I'm glad to address that. The 30 basis points you mentioned is accurate, and it is primarily influenced by LIBOR, as we specified in the script. We are engaging in deals, particularly in the U.S., that only include LIBOR floors. Currently, I believe that market rate is still around 1% and is likely to stay that way. We have completed some transactions in Europe, which may have a floor, but it is set at zero, consistent with the market standard. According to our script, over 90%—if not 98%—of our deals have a LIBOR floor, and you can expect that trend to persist.

Thank you. That is very helpful. And last question, in terms of the deal environment. I mean, how are you viewing the outlook for origination opportunities to bounce the year? And that leverage is pretty consistent this quarter. But I'm curious to hear your thoughts on the current deal environment and your leverage and how you might be thinking opportunistically moving forward?

Yes, that’s a fair question considering everything happening globally. We've definitely noticed increased activity in the pipeline over the last month compared to previous months. In April and most of May, everyone seemed very focused on internal matters. Overall, we still anticipate that Q3 and Q4 will be quieter than in the past, but we are beginning to see some positive signs. The work-from-home situation and the absence of travel complicate things, but deals can still be completed. As I mentioned in my prepared remarks, we are observing a good amount of activity from our existing portfolio companies aiming to expand their operations or potentially acquire competitors. We are focused on supporting these incumbent lender positions, which we believe adds significant value.

Thank you very much.

Thank you.

Thank you. And our next question comes from Ryan Lynch with KBW. You may proceed with your question.

Hey, good morning. Thanks for taking my questions. The first one has to do with you guys giving some good commentary outlining some specific credits. Somewhere we're legacy investments from the previous advisor relationship, and some were just legacy troubled credits that drove a significant portion of the decline this quarter, and I think that was helpful commentary. When I look at some of the investments that have struggled recently or over the previous several quarters, these are not just investments that have been originated under the previous advisor relationship. Some of these were legacy investments originated under the KKR platform, Hilding Anders, are just a couple of the large ones that come to mind. So while you gave good commentary on where some of these troubled credits are marked today and how you guys are trying to work through them and get past those and move forward, how do investors get comfortable that the underwriting of new investments that are put underground today are going to be better than the ones that have historically been put into the ground, even under the previous kind of advisor relationship?

Yes, good morning, Ryan. That's a great question, and we want to be clear in our prepared remarks and during these calls about the challenges we've encountered in our portfolio. As we’ve discussed before, we are fully committed to maximizing value and recovery across the board, especially given some of the assets from our previous advisor relationship. You’re correct; there are a few notable names, including Hilding and Amtek, that have underperformed and originated from historic KKR assets. We aimed to clarify that around 50% of new investments originated with the new advisor, while 81% came from KKR. Over the past five years, KKR's platform has made significant strides in human capital, size, scale, and overall market position. The business today is markedly different from what it was five years ago. We have strengthened our team across all areas, including origination, structuring, execution, and legal resources, to enhance our market positioning. For example, Hilding might have a more rescue-oriented approach now, which didn’t suit a public entity in its past private status. We also provided insights on our performance since the transition to the new advisor. This presentation includes a new slide showing nine quarters of data, which includes a global pandemic. The $4.05 billion compared to $145 million is a figure we are pleased with. While we acknowledge we will make mistakes and won't be perfect, our origination and underwriting teams are focused on high-quality, low-principal risk investments, and that is reflected in the figures.

Okay. Understood. That's fair points and you guys did get some really good color on in your script overall with the portfolio and some of the movements so that was definitely helpful. Just one more question for me. You guys recently did an unsecured bond offering at a fairly high cost that kind of improved the liquidity and just solidified the right-hand side of the balance sheet. Obviously, there have been additional credit issues that occurred this quarter, but you guys also had some net repayments which helped out; I'm just wondering as we sit here today how comfortable are you in your current liability structure as it's composed today? Or will you guys be looking for pursuing any other unsecured notes in the near term?

Yes, that's a fair question. If you refer to page nine of the investor supplement, a few points come to mind. First, we believe our liability structure is strong, and we have a top-tier revolving credit facility. We've been active in the unsecured market and have successfully accessed the CLO market. As Steven noted, we have no immediate maturities, which gives us confidence in our current position. Regarding the deal we executed in April, we were operating in a different market environment at that time. While the bond does not seem appropriately priced now, it was a necessary step for us amidst significant market volatility. The strong investor interest in our unsecured offerings was a proactive move to enhance our balance sheet, resulting in a slight reduction in our cost of liabilities. In retrospect, the price was not ideal, but given the circumstances then, it was the right choice and demonstrated investor confidence. I wanted to clarify those points.

Okay. Understood. Those are all my questions. I appreciate the time this morning.

Thank you, Ryan.

Thank you. Our next question comes from Finian O'Shea with Wells Fargo. You may proceed with your question.

Hi. Good morning. Hope everyone's doing well. A lot's been asked and answered here. I'll just ask a couple of portfolio questions. Dan, can you remind us on Global Jet, is there a senior debt in the form of securitization ahead of you there? I know you describe your investment as in mezz notes? And overall, how is that business holding up as most parts of air travel have meaningfully slowed?

Yes. Good morning, Finian. Thanks for your question. To provide some clarity on Global Jet, there is senior debt in front of us that could take the form of a bank warehouse facility, and they have previously used capital markets for securitizations on several occasions, which indicates that their investor base is quite substantial. Those bonds have performed well in the market after COVID. I would like to emphasize that the business performance has been robust; it operates differently from commercial aviation. It includes a varied group of borrowers, from large corporations to high-net-worth individuals, who are leasing or obtaining loans for assets. Therefore, the credit composition of that portfolio is distinct from that of a commercial leasing portfolio. Additionally, due to the pandemic, there has been an increased appreciation for private aircraft access. Currently, the portfolio performance is quite strong. If you examine the bond prices, you will find they initially fell post-COVID but have since rebounded and are trading above par, I believe.

Okay. That's helpful. Regarding your exposures connected to residential housing, I understand that 5 Arch income has moved to non-accrual this quarter. Additionally, I'm curious about Toorak and Opendoor Labs. I don't recall the differences between these businesses, but could you explain how the recession has impacted Arch compared to the others?

That's a really good question, and perhaps we should have addressed it more in our prepared remarks. The situation with 5 Arch going non-accrual is somewhat unique. This portfolio consists of residential mortgage bridge loans, which differ from Toorak that operates at about a 75% loan-to-value ratio. However, this particular transaction has entered amortization and is essentially winding down. We are approaching the conclusion of this portfolio. COVID has led to a rise in delinquencies across various financing activities, including mortgages and consumer loans. Overall, I believe the 5 Arch investment will still turn out to be solid. We felt it was not advisable to continue recognizing interest income, so we would prefer to reduce the debt during this winding-down phase, in contrast to Toorak, which remains actively operating. The current environment is quite favorable for them. It's important to note that both 5 Arch and Toorak involve loans at about a 75% loan-to-value ratio, offering upper single-digit returns on an unlevered basis, which keeps the risk-reward balance appealing. Ultimately, the situation with 5 Arch isn’t about performance but rather its stage in the deal lifecycle, making this a prudent decision.

Sure. That's helpful. Thank you. And then just a final higher level question. Tying a couple things together, you all outlined sort of a beginning of the end or worst behind us type narrative to the legacy book, which is appreciated. One of the comments stuck out to me too on, Casey's question about pulling the pin that you're waiting for more portfolio stability to ultimately go forward and proposing commercial vehicles. Can you just tie those things together? What do you want to see in your portfolio or both the portfolios, but I guess we're on the FSK call now before you move forward?

Let me address that and connect it to Michael's earlier remarks. We have been very focused on our portfolio and are pleased with some of the outcomes we have achieved. Completing the restructuring of Borden was a significant accomplishment. We are also collaborating with several other companies to advance their situations, including those affected by COVID. The amendments we are working on for some of these companies require substantial effort. When making significant amendments, we prefer to bring in some equity dollars as well. Our primary goal has been to improve the portfolio. According to Brian's comments about the performance of those five companies and in energy, we believe the numbers are favorable. We are satisfied with the restructuring efforts completed so far and remain optimistic about the future. While there is still work to be done, we made considerable progress in the portfolio this quarter. As we look ahead, we will certainly keep in mind the various insights we've received, including Casey's, as we evaluate our strategic options going forward.

Great. Thank you, Dan. And that's all for me.

Thanks.

Thank you. And our next question comes from Robert Dodd with Raymond James. You may proceed with your question.

Hi, good morning everyone. The first question connects Casey and Eric. Your minimum NAV ROE of 9% is expected to increase next quarter, especially since a significant part of our portfolio capital is currently in non-income-generating assets. As these assets transition to income-producing ones, we anticipate the ROE to surpass our current figures, possibly exceeding your targets. When you established the minimum 9%, could you elaborate on what factors you considered? Was the portfolio positioned in historically tight spreads compared to the current market, and what do you foresee for future incremental investments?

Yes. Good morning, Robert. Maybe I can start and Steven you can add to it. I think we're obviously going bottoms-up thinking about where we want portfolio construction to be, where we think sort of market pricing is. And as Steven said, we think that is what I will call a fair sort of long-term number. And one that I think is a good and sort of rational rate of return for the BDC mark. But I just want to make the statement and sort of bottoms up, Steven, sort of add to that, please.

Yes. I would agree with what Dan said, Robert, it is bottoms up. And it's we obviously struck it in the current environment, to be appropriate in the environment that we investors are all living in and experiencing. Obviously, as we do things like what Dan talked about in terms earlier in the call, in terms of transitioning some non-income producing assets to income producing assets, et cetera, as the portfolio grows over time then to the extent that we're overachieving that obviously, that's a good thing for all involved. And I think you have to acknowledge that at some point in the future the incentive fee will appropriately come back. Obviously, it's being waived now. And so there's an allowance for that as well in the operational model. But yes, it's I wouldn't say the expectation is we'll get meaningfully evolve, especially given the market environment right now, in terms of how tight things are. But those were the things we tried to balance.

Got it. I appreciate that. And then another couple if I can, on the origination side, there is activity starting to happen again. But I mean, if we looked at your portfolio, there's more capital goods, those kind of things rather than I can imagine BDC the symbol tech focus, you can due diligence on some of those things more remotely than you can for capital goods. I mean to put a name on it, could in this environment something like the AM General deal heavy manufacturing be originated given the constraints on due diligence today?

Yes, fair question. And don't worry my dog likes to interrupt at two moments as well. I mean, it's there's definitely challenges to deals like that, right. I mean, AM General was probably when we underwrote that originally in 2016, we spent a lot of time probably more on the macro and what the U.S. government was doing, and using the resources of the firm like, General Petraeus. So, maybe that one actually could have been because it was a very low lever deal. And then he was much more focused on government spending and where that was going, but the borrower is high for new deals right now. We're probably more excited generally about your add-ons to existing exposures to your point, Robert, because it's easier to kind of get your arms around it, right.

Yes.

And that will be a hindrance to sort of deals. Now that said if there's a sector we like, if there's risk we want to take, I suspect we will find a way with additional resources, advisors maybe more local folks who could travel to the sites et cetera. But I think that is one thing that will slow down M&A volume.

I understand, and I appreciate it. If I could rephrase that question to focus on workouts, these can be quite hands-on, and while financial restructuring is one aspect, the actual implementation on the ground introduces additional challenges. Will this environment postpone the operational improvements from the perspective of the workout group, particularly regarding these distressed assets?

Yes, no fair. And I think, as we've talked about in the past, I mean, we hired a dedicated team to focus on this really the fourth quarter of 2017, really done at a time, obviously not thinking about COVID, but thinking about U.S. economy that felt like it had to take a downturn. That downturn arguably didn't happen. But we were getting ready for that. Yes, I think we're fortunate to have highly qualified, dedicated people who've quite frankly worked tremendously hard over the last 5 to 6 months. So I think we all owe them a bit of gratitude for that on the team side. It obviously doesn't make things easier, right? If you want to be blunt. I think that said, we've been able to get advisors, consultants on the ground. We've been able to leverage our own sort of resources inside of Capstone, management teams are very important, which is why we mentioned the partner that we had on Borden. So, I think we're starting to see, we'll call it recovery sort of play through. I think the bigger question is what's the economy going to look like Q3, Q4, and how will that sort of impact things. Will schools open? There's obviously, different things going on in different states right now. So I think it just requires an extra level of focus, but it's our intention to not slow it up.

Okay. Got it. I appreciate the color. Thanks.

Thank you.

Thank you. And I'm not showing any further questions at this time. I would now like to turn the call back over to Dan Pietrzak for any further remarks.

Well, great. Well, thank you all for your time today and the very good questions. We're always available for follow-up questions at any time, just let us know. We do hope that you remain safe and healthy during this period and enjoy the rest of the summer. Thank you.

Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.