Operator
Good morning, ladies and gentlemen.
Welcome to FSKKR Capital Corp's second quarter 2026 earnings conference call.
Operator
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, at which time I will give you instructions on entering the queue. Please note that this conference call is being recorded. At this time, Anna Kleinen, Head of Investor Relations, will proceed with the introduction. Ms. Kleinen, you may begin.
Good morning and welcome to FSKCR Capital Corp's second quarter, 2026 earnings conference call. Please note that FSKCR 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 this morning. 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 30, 2026. A link to today's webcast and the presentation is available on the For Investors 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 that are not historical facts, including without limitation, statements with regard to future events or future performance or financial conditions, statements regarding share repurchase activity, distribution levels and frequency, expectations for net investment income levels in future quarters, and the financial position, business strategy, and plans and objectives of management for FSK's future operations. Words such as anticipate, believe, expect, intend, project, and future, or similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. These forward-looking statements are not guarantees of performance or events and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict, and could cause our actual results or future events to differ materially from those expressed or forecasted in these forward-looking statements for any reason. We ask that you refer to FSK's most recent filings with the SEC for important factors and risks that could cause actual results or future events to differ materially from these statements. The forward-looking statements included on this call are based on information available to FSK today and current expectations, forecasts, and assumptions and involve a number of judgments, risks, and uncertainties. Except as required by the federal securities laws, FSK undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In addition, this call will include certain non-GAAP financial measures that have not been prepared in accordance with U.S. Generally Accepted Accounting Principles. These non-GAAP financial measures are not in accordance with or an alternative to measures prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. These measures should only be used to evaluate FSQ's results of operations in conjunction with their corresponding GAAP measures. For such non-GAAP 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 6, 2026. To obtain copies of the company's latest SEC filings, please visit FSK's website. Speaking on today's call will be Michael Foreman, Chief Executive Officer and Chairman, Dan Peterczak, Chief Investment Officer and President, and Stephen Lilly, Chief Financial Officer. Also joining us on the call today are Co-Chief Operating Officers, Drew O'Toole and Ryan Wilson. I'll now turn the call over to Michael.
Thank you, Anna, and good morning, everyone. Thank you for joining FSK's second quarter 2026 Earnings Conference Call. During the second quarter, FSK generated net investment income totaling $0.44 per share and adjusted net investment income totaling $0.43 per share. Our net asset value per share declined 2.8% from $18.83 to $18.30 during the quarter. Our net investment income per share for the second quarter equates to an annualized yield of 9.6% based upon our June 30th net asset value per share and compared to our previously announced guidance of 8% to 9%. Our board has declared a third quarter distribution of $0.44 per share for common shareholders, which is consistent with our dividend policy of paying out 100% of our prior quarter's gap net investment income on a per share basis. As we have indicated on prior earnings calls, we expect our quarterly distribution level will fluctuate as our net investment income fluctuates on a quarter-to-quarter basis. On our first quarter earnings call in May, we announced several strategic actions that the FSKKR advisor is undertaking to help enhance the financial and trading profile of FSK. Since that announcement, we believe we have made meaningful progress executing these actions. Dan will provide a detailed update on our progress during his portion of this call. There continues to be strong collaboration across the FSKKR partnership, and we believe of these actions reflect our commitment to long-term value creation. At the same time, we recognize that there is work ahead as we continue stabilizing our investment portfolio and executing on our strategic actions. And with that, I'll turn the call over to Dan.
Thanks, Michael. The broader credit markets continue to be impacted by a combination of geopolitical uncertainty, inflationary pressures, and rapid technological change. Ongoing tensions in the Middle East, along with a broader focus on energy security and supply chain resiliency, contribute to elevated levels of macroeconomic volatility. As a reminder, FSK does not invest directly in oil or commodity-linked companies. Inflation remains higher than pre-pandemic norms, reinforcing the importance of discipline underwriting and thoughtful capital structure selection. We continue to closely monitor inflation and the incremental risk associated with a sustained inflationary period, as do our portfolio companies. That said, given the size and market position of many of our portfolio companies, they historically have demonstrated an ability to pass through higher operating costs to customers during inflationary periods. This dynamic reinforces our confidence in the resilience of the upper end of the middle market. While advances in AI and automation are driving meaningful productivity gains, they are also creating both opportunities and risks as industries adapt to evolving competitive dynamics. Against this backdrop, we believe scale, selectivity, strong portfolio construction, and deep sponsor relationships remain critical differentiators in private credit. We also believe that the breadth and depth of the KKR credit platform, along with our active approach to portfolio management position as well as we navigate the current environment as Michael mentioned I'd like to provide an update on the strategic actions we announced on our first quarter earnings call which we believe already are providing benefits to shareholders the 150 million dollar tender offer by KKR expired on June 11th 2026 as a result a subsidiary of KKR purchased approximately $150 million of shares of FSK's common stock at a purchase price of $11 per share. On June 29, 2026, FSK closed the $150 million issuance of cumulative convertible perpetual preferred stock purchased by a subsidiary of KKR. As a reminder, the convertible preferred stock will pay dividends on a quarterly basis of 5% per annum in cash or, at FSK's option, 7% per annum in PIC dividends, in either case increasing annually by 1% beginning on the five-and-a-half-year anniversary of the issue date. FSK's $300 million stock repurchase program commenced on June 29, 2026. During the second quarter, we repurchased approximately 377,800 shares of FSK's common stock through the program, or approximately $4 million worth of shares. During the third quarter, we have continued repurchasing shares. Since the beginning of the third quarter, we have repurchased 3.3 million shares, or approximately $36 million, bringing the cumulative value of shares repurchased to $40 million since June 29th at a weighted average purchase price of $10.73 per share. Beginning in the second quarter of 2026, KKR agreed to waive its portion of the subordinated income incentive fee for four consecutive quarters. This waiver had a positive $11 million impact on our Q2 net investment income. Turning to our investment activity, during the second quarter, we originated approximately $590 million of new investments. Almost all of these investments related to deals committed to prior to the second quarter or our add-on financings to existing portfolio company names. As we have previously communicated, during the period when FSK is repurchasing shares, we will continue to reduce the fund's new investment originations. Our new investments, coupled with $1.3 billion of net sales and repayments, when factoring in net sales to our joint venture, equated to a net portfolio decrease of $735 million during the second quarter. As we outlined on our first quarter earnings call, as part of our broader goal to increase the overall quality and diversification of our investment portfolio, we are focused on rotating certain assets. During the second quarter, GlobalJet, a legacy investment, returned $50 million of capital to FSK, which was used to further reduce our position. In addition, FSK sold approximately $500 million of investments to third parties during the second quarter at a price in line with our first quarter valuations. We continue to believe in the strength of our investment strategy, which primarily focuses on upper-middle market companies with EBITDAs in the $50 to $150 million range across a diverse set of industries and sectors. As of June 30th, the weighted average EBITDA of our portfolio companies was $241 million, and the median EBITDA was $130 million. Our portfolio companies reported a weighted average year-over-year EBITDA growth rate of approximately 6% across companies in which we have invested in since April 2018. Interest coverage levels remain healthy, with median second quarter coverage at approximately 1.9 times. During the second quarter, two investments were added to non-accrual status and two were removed. Hennep Transportation Systems and Alacrity Solutions Group, the two non-accruals, together totaled $104 million of costs and $91 million of fair value across our investment portfolio. Dental Care Alliance and Affordable Care were removed from non-accrual status as they were restructured during the second quarter. As of June 30th, non-accruals represented 7.1% of our portfolio on a cost basis and 3.8% of our portfolio on a fair value basis. This compares to 8.1% of our portfolio on a cost basis and 4.2% of our portfolio on a fair value basis as of March 31st. In summary, we are pleased with the strategic actions the FSKKR advisor has taken and is continuing to take. KKR's tender was successfully completed. FSK's liquidity position was enhanced by KKR's $150 million convertible preferred stock investment. Our gross and net leverage levels are lower, and our portfolio rotation continues in earnest. As we execute on the remaining portion of our common stock buyback program and continue to improve the quality of our investment portfolio, we do acknowledge that FSK will become a smaller fund. On the other side of the equation, we anticipate it will be a higher quality fund as well. And with that, I'll turn the call over to Stephen to go through our financial results.
Thanks, Dan. As of June 30, 2026, FSK's investment portfolio had a fair value of $11.4 billion, consisting of 232 portfolio companies. At the end of the second quarter, our 10 largest portfolio companies represented approximately 21% of the fair value of our portfolio, compared to 20% as of the end of the first quarter. We remain focused on senior secured investments as our portfolio consisted of approximately 59% first lien loans and 63% senior secured debt as of June 30th. In addition, our joint venture represented approximately 14% of the fair value of our portfolio as of the end of the second quarter. As a result, when investors consider our entire portfolio, looking through to the investments in our joint venture, then first lien loans total approximately 69 percent of our total portfolio, and senior secured investments total approximately 73 percent of our portfolio as of June 30th. The weighted average yield on accruing debt investments was 9.8 percent as of June 30th, as compared to 9.9 percent during the first quarter. Turning to our quarterly operating results, our total investment income was $290 million for the second quarter, a decrease of $14 million compared to the first quarter. The primary components of our total quarterly investment income were as follows. Total interest income was $217 million, representing a decrease of $7 million quarter over quarter. The decline in interest income primarily was due to a reduction in the size of our investment portfolio and assets placed on non-accrual during the prior quarter. Dividend and fee income totaled $73 million, a decrease of $7 million quarter over quarter. Our total dividend and fee income is summarized as follows. $45 million of dividend income from our joint venture. Other dividends from various portfolio companies totaling approximately $23 million during the quarter and fee income totaling approximately $5 million during the quarter. As a reminder, on February 23, 2026, our partner, South Carolina Retirement Systems Group Trust, increased its equity ownership percentage in our joint venture from 12.5 percent to approximately 21 percent, and our ownership percentage changed from 87.5 percent to approximately 79 percent. This purchase was executed at the then-current net asset value of the joint venture. This change in ownership, therefore, was reflected partially in the dividend income from the joint venture during the first quarter and was reflected fully during the second quarter. Our net expenses were $168 million during the second quarter, a decrease of $19 million compared to the first quarter. The primary components of our net expenses were as follows. Our interest expense totaled $101 million, a decrease of $4 million quarter over quarter. Our weighted average cost of debt was 5.5 percent as of June 30th. Management fees totaled $44 million, a decrease of $4 million quarter over quarter. As Dan mentioned, beginning in the second quarter of 2026, KKR agreed to waive 100% of its portion of the subordinated income incentive fee for four consecutive quarters. This waiver applies to 50% of the subordinated income incentive fee that otherwise would be paid. Net of this waiver, income incentive fees totaled $12 million, a decrease of $13 million from the first quarter. Other expenses totaled $11 million, an increase of $2 million quarter-over-quarter. The detailed bridge in our net asset value per share on a quarter-over-quarter basis is as follows. Our ending 1Q2026 net asset value per share of $18.83 was increased by GAAP net investment income of $0.44 per share and was decreased by $0.56 per share due to a decrease in the overall value of our investment portfolio. Our net asset value per share was reduced by our $0.42 per share quarterly common stock dividend paid during the quarter and increased by $0.01 per share due to share repurchases, which began on June 29. The sum of these activities results in our June 30, 2026 net asset value per share of $18.30. From a forward-looking perspective, we expect net investment income to be in the range of 8% to 9% of net asset value on an annualized basis for the balance of 2026. This level of net investment income will depend on numerous future factors, including geopolitical risks, the overall U.S. economy, and the overall health of our investment portfolio. Turning to our capital structure, in June, we issued $900 million of 7.5% unsecured notes due 2031, which subsequently were swapped to a floating rate of SOFR plus 3.488 percent via an interest rate swap agreement. As of June 30th, our debt-to-equity and net debt-to-equity levels were 127 percent and 122 percent, respectively, compared to 138 percent and 131 percent at March 31st. Consistent with the objectives outlined in our first quarter earnings call, we reduced leverage and returned net debt to equity to our target range of one to 1.25 times. Looking ahead, we will seek to manage leverage and liquidity while maintaining flexibility to support our share repurchase program. At the end of the second quarter, our available liquidity was $3.5 billion and approximately 72% of our drawn balance sheet and 48% of our committed balance sheet was comprised of unsecured debt. And with that, I'll turn the call back to Michael for a few closing remarks before we open the call for questions.
Thanks, Stephen. We're encouraged by the results of the strategic actions taken by the FS KCARE advisor and the progress we are making with regard to portfolio rotation. We recognize, however, that there still is important work ahead. Improving portfolio performance, delivering greater consistency in our results, and regaining market confidence remain key areas of focus. We are committed to executing on the initiatives we have outlined, and we believe the strength of our platform and our commitment to shareholders will enable us to be successful in our efforts. As always, we appreciate your participation on the call today and for your interest in FSK. Operator, we'd like to now open the line for questions.
Operator
Thank you. At this time, we will conduct the question and answer session. As a reminder to ask a question, you will need to press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Please stand by when we compile the Q&A roster. Our first question comes from the line of Aaron Saginovich of Truist Securities. Your line is now open.
Good morning. The loan sales that you did, the $500 million that you referenced, maybe you just provide some color on what were these, how did you go about doing this, and is this going to be something that we would expect kind of ongoing as we look forward?
I'd put it a little bit more in probably just ordinary course of business, right? We talked about this on our last call, looking at some of the tall trees, some of the larger exposures we might have had, or some, we'll call it very high-quality assets, but maybe just at a different kind of margin than what the market was affording. So I think net-net, we look at the overall new investments we made, but with that $1.3 billion plus of repayments, I think we're happy with that result and happy to get back down into our target leverage area.
In the marks that you took this quarter, were those more related to existing non-accrual restructurings or exits, or were these a result of new marks from other companies this quarter?
You know, if you do look at it, Aaron, you know, really driven off of a handful of names that we would have talked about before, you know, the big drivers were PRG, ATX, Witter, Paraton, Lionbridge, and Medallia. That pretty much made up the entire amount, or at least a supermajority of the amount.
Operator
Thank you. Our next question comes from the line of Finian O'Shea of WFS. Your line is now open.
Hey, everyone. Good morning. Can you remind us or update on the sort of destination portfolio composition with your sort of strategic repositioning? Is it going to look something like, say, 80% performing unit trunch and 20% ABF, JV, or are there, you know, sort of inputs or other tilts around the edges?
Yeah, good morning, Ben. You know, we talked about this a bit last quarter. I think we're kind of on the same, I would call it, path that over time, you know, we would look to get the 1L percentage up. I think we've been happy with our asset-based finance business and effort as it relates with inside FSK. I'd say the same thing about the JV. So I think you should expect those to be in the same, you know, kind of ranges of, let's call it, you know, 10 plus percent, 10 to 15 percent, but probably a little bit less focus on second lean and sort of junior depth.
Okay, that's helpful. And then with the JV, you know, opening up more to the partner, was that sort of a one-off or might you, you know, downsize your position more, expand it more or anything like that?
You know, I think time could tell there. You know, we've had a great relationship with our partner there. You know, a little bit, I think, constant conversations about, you know, what we want that to look like, how we want it to evolve. You know, what's good for FSK, what's good for them. But I think, you know, where it sits today, we feel like we're in a pretty good spot. Thanks so much.
Operator
Thank you. Our next question comes from the line of Jason Stewart of Compass Point. Your line is now open.
Okay, good morning. In terms of the loan sales and prepayment activity, what's your line of sight going forward in the next maybe 3Q, 4Q for that activity?
Yeah, I mean, prepayments or repayments have definitely been slower than I think we would have expected. I think that goes in line with what you would have heard on other calls where New Deal activity or just kind of broad M&A feels light versus, I think, everybody's expectations from the start of the year. I think you can attribute that a lot to what's happening with Iran, geopolitical sort of tight points. That said, the team has definitely been busier on the other side of June 30th, but I think it's still kind of muted sort of levels. You know, so I would probably expect, you know, a light number in Q3, but at some point, I think it's fair to assume that that ramps back up to more traditional levels.
I mean, rough math, even if we assume that number's light or, you know, gives you plenty of liquidity and room on leverage to continue in the share repurchase. I mean, if you are done with that and the fee waiver is done in the next couple of quarters, you know, what's the next step here?
Yeah, no, I appreciate that question. You know, I think, you know, we are happy that we kicked off the share of a purchase. I think we've been guiding the market that we will be mindful about, you know, liquidity and leverage as we think about the share of a purchase, but we do have an intention to fulfill that. You know, you're right about the fee waiver, you know, extending for, you know, another three quarters past the quarter that we just reported on. You know, I think it remains our intention to, you know, get through, I'd say, a lot of heavy lifting on some of these non-income producing assets. I would like, you know, leverage to get down to the middle of that target range over time. You know, it could bounce around the upper end of that target range, you know, for a couple of quarters. But I think the longer term piece is the middle of that range. So, you know, I would frame the quarter. I think we've had some good progress with things that we said we were going to do on the last call. You know, you heard the comments in the script. We know there's some, you know, still heavy lifting to do. And we're going to be focused on that as we, you know, finish out 26 and go into 27.
Okay. Thanks for taking the questions.
Operator
Thank you. As a reminder, to ask a question, you'll need to press star 1-1. Our next question comes from the line of Kenneth Lee of RBC Capital Markets. Your line is now open.
Hey, good morning. Thanks for taking my question. Just one more on the loan sales there. Any details in terms of the types of loans across the industries or any other details around the specifics around which kind of loans were sold there?
Yeah, Ken, no kind of real target beyond what I said. I don't view kind of what we did as much different than some of the ordinary course business stuff. I think we're always mindful about some of the, you know, these larger positions and can we bring those down. You know, I think it's good to see, you know, a certain amount of, you know, liquidity in the book. You know, when we're underwriting a loan, we're not assuming that we, you know, we're looking to kind of move on from it or sort of sell some of it. But we had the opportunity to do so. And I think it was good for the entity as we're talking about, you know, reducing leverage and getting inside that target range. But there was, you know, really no specific theme besides that. Gotcha. Very helpful there.
And just one more follow-up here. In terms of the share repurchases go forward, and I realize you're going to be mindful of the leverage targets as well. How active could you be, and what factors are you going to be looking at closely to judge the activity of repurchases there? Thanks.
Yeah, and I mean, I think it's a couple of things, right? I mean, obviously it's going to be, you know, we've historically done these things under a 10B51 program. You know, you're going to be mindful about, you know, market volumes, and there's a bunch of rules as it relates around that. You know, I think we're still, you know, I think quite mindful about, you know, on the one hand, just, you know, managing kind of that leverage ratio, but with where the stock has been trading, it's quite an attractive time to buy back the stock. But like I said, I think we've been trying to guide folks, and I think we talked about this on the last call, you know, that we have every intention of filling this, but it's going to be mindful of those sort of points and probably, you know, occurs over the course of 26 and 27.
Gotcha. Very helpful there. Thanks again.
Operator
Our next question comes from the line of Haley Sheth of Raymond James. Your line is now open.
Good morning. Thanks for the question. You mentioned activities seeing somewhat of a pickup after 2Q. Are you seeing anything different there in terms of spreads or pricing, or is it kind of steady on that front?
Yeah, good morning. Thanks for the question. You know, I put in a couple of buckets. I think the activity level is picking up as there was some, we'll call it, sense of, you know, belief in the market that the Iran situation was either under control or at least the sides were working towards a deal. You know, I think we did see spreads widen and, you know, terms and conditions get better, you know, really on the back of the redemption activity and the non-traded space. You know, that's not really different than what we saw in 2022. You know, I think, and that, you know, we'll call that could have been, you know, up to 75 basis points plus of sort of spread move as you kind of work through the quarter for the new deals that were getting done. You know, it's probably come back a little bit since then on the spread side, just as I think the redemption, we'll call it noise, has calmed down a little bit, even though the numbers remain elevated. There, you know, has been contingent interest in the space from an institutional perspective. You know, my guess is, you know, that will probably widen back out a little bit if M&A picks up to a normal volume. But I think net-net, you know, we have seen the environment, you know, just toggle to what I call more of a lender-friendly environment versus a borrower-friendly environment. We're happy to see that.
Got it. That makes sense. And then on repayments, I think you had pretty elevated repayments this past quarter. How are you weighing reinvesting back into assets into the portfolio versus share repurchases? Any specific strategy there?
I'm not sure it's a specific strategy beyond what we talked about, right? We want to get the share repurchase plan done. We want to be mindful about our leverage number. You know, we want to see the repayments come through. We want actually that, you know, leverage to get back to probably more of the middle of that range. So we're going to try to balance all those together. You know, the majority of our, you know, new investments for the quarter, you know, really related to fundings on delayed draw term loans or revolvers. you know, we'll be mindful about, you know, new investments as well. We're trying to just factor that all together to achieve the goals that we laid out.
Got it. Thanks for the caller.
Operator
This does conclude the question and answer session. I would now like to turn it back to Dan Peterczyk for closing remarks. Great. Thank you.
And thank you all for your time today. If there are any other additional questions, please do not hesitate to reach out to us and enjoy the rest of the summer. We'll talk to you again next quarter. Thank you. Goodbye.
Operator
Thank you for your participation in today's conference. This does conclude the program and you may now disconnect.
