8-K
Investcorp Credit Management BDC, Inc. (ICMB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2020 (September 14, 2020)
Investcorp Credit Management BDC, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 814-01054 | 46-2883380 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
280 Park Avenue
39th Floor
New York, NY10017
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 257-5199
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading symbol(s) | Name of Each Exchange on<br><br><br>Which Registered |
|---|---|---|
| Common Stock, par value $0.001<br><br><br>per share | ICMB | The NASDAQ Global Select Market |
| 6.125% Notes due 2023 | CMFNL | The NASDAQ Global Select <br>Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On September 14, 2020, Investcorp Credit Management BDC, Inc. issued a press release announcing its financial results for the quarter and year ended June 30, 2020. The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated September 14, 2020 |
SIGNATURES
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 hereunto duly authorized.
| Date: September 14, 2020 | INVESTCORP CREDIT MANAGEMENT BDC, INC. | |
|---|---|---|
| By: | /s/ Rocco DelGuercio | |
| Name: Rocco DelGuercio | ||
| Title: Chief Financial Officer |
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Press Release, dated September 14, 2020
Investcorp Credit Management BDC, Inc. Reports Results for its Fiscal Fourth Quarter EndedJune 30, 2020
Investcorp Credit Management BDC, Inc. (NASDAQ: ICMB) (“ICMB” or the “Company”) announced its financial results today for its fiscal fourth quarter ended June 30, 2020.
HIGHLIGHTS
| • | ICMB made six investments, and funded under one revolving commitment, across four existing portfoliocompanies. During the quarter, these investments totaled $4.9mm. The weighted average yield of debt investments made in the quarter was 9.01%, inclusive of funding a revolving commitment. |
|---|---|
| • | The weighted average yield on debt investments, at cost, decreased 61 basis points to 9.58%, compared to10.19% as of March 31, 2020. |
| --- | --- |
| • | Net asset value (“NAV”) decreased $0.36 per share (or 4.42%) to $7.79, compared to $8.15 as ofMarch 31, 2020. |
| --- | --- |
| • | No investments were fully realized during the quarter. |
| --- | --- |
| Portfolio results, as of June 30, 2020: | |
| --- | --- |
| Total assets | $296.8mm |
| Investment portfolio, at fair value | $270.6mm |
| Net assets | $108.1mm |
| Weighted average yield on debt investments, at cost | 9.58% |
| Net asset value per share | $7.79 |
| Portfolio activity in the current quarter: | |
| Number of new investments | 6 |
| Total capital invested | $4.9mm |
| Proceeds from repayments, sales, and amortization | $5.1mm |
| Number of portfolio companies, end of period | 38 |
| Net investment income (NII) | $3.4mm |
| Net investment income per share | $0.25 |
| Net decrease in net assets from operations | ($2.5)mm |
| Net decrease in net assets from operations per share | ($0.18) |
| Quarterly per share distribution paid on July 10, 2020 | $0.18 |
Mr. Michael C. Mauer, the Company’s Chief Executive Officer, said “As the difficult environment that we are operating in continues we are focused on managing all of the investments in the portfolio. We are focused on our leverage and preservation of capital as well as positioning for the recovery.”
Our dividend framework provides a quarterly base dividend and is supplemented (when applicable) by additional dividends determined by the level of earnings on a net investment income basis relative to the base dividend level.
On August 26, 2020, the Company’s Board of Directors (the “Board”) declared a distribution for the quarter ending September 30, 2020 of $0.15 per share, payable on October 15, 2020, to stockholders of record as of September 25, 2020, and a supplemental distribution of $0.03 per share, payable on October 15, 2020, to stockholders of record as of September 25, 2020.
These distributions represent a 22.22% yield on the Company’s $3.24 share price as of market close on September 11, 2020. Distributions may include net investment income, capital gains and/or return of capital, however, the Company does not expect these distributions to be comprised of a return of capital. The tax status of distributions will be determined at the end of the taxable year.
Portfolio and Investment Activities
During the quarter, the Company made six investments in existing portfolio companies, and funded under one existing revolving commitment. The aggregate capital invested during the quarter totaled $4.9mm at cost, and investments were made at a weighted average yield of 9.01%.
The Company received proceeds of $5.1mm from repayments and amortization during the quarter.
The Company’s realized and unrealized gains and losses accounted for a decrease in the Company’s net investments of $5.9mm, or $0.43 per share. The total net decrease in net assets resulting from operations for the quarter was $2.5.mm or $0.18 per share.
As of June 30, 2020, the Company’s investment portfolio consisted of investments in 38 portfolio companies, of which 83.7% were first lien investments, 10.2% were second lien investments, 4.0% were unitranche loans, and 2.1% were equity, warrants, and other investments. The Company’s debt portfolio consisted of 99.5% floating rate investments and 0.5% fixed rate investments.
During the six months ended June 30, 2020, the Company’s portfolio was negatively affected by the economic uncertainty caused by the novel coronavirus (“COVID-19”) pandemic. The Company has closely monitored its portfolio companies throughout this period, including assessing portfolio companies’ operational and liquidity exposure and outlook. Though the magnitude of the impact remains to be seen, certain of the Company’s portfolio companies and, by extension, select operating results have been, and may continue to be, adversely impacted by the COVID-19 pandemic. For additional information about the COVID-19 pandemic and its potential impact on the Company’s results of operations and financial condition, please refer to the disclosure in the Company’s Form 10-K for the year ended June 30, 2020.
CapitalResources
As of June 30, 2020, the Company had $14.9mm in cash, $5.4mm in restricted cash and no capacity under its revolving credit facility with UBS AG, London Branch.
Subsequent Events
Subsequent to June 30, 2020 and through September 11, 2020, the Company invested $13.3mm in one existing portfolio company and two new portfolio companies, inclusive of funding a revolving commitment, and the Company received $18.9mm in repayments. As of September 11, 2020, the Company had 38 portfolio companies.
On August 26, 2020, the Board declared a distribution for the quarter ended September 30, 2020 of $0.15 per share payable on October 15, 2020 to stockholders of record as of September 25, 2020. In addition, the Board declared a supplemental distribution for the quarter ending September 30, 2020 of $0.03 per share, payable on October 15, 2020, to stockholders of record as of September 25, 2020.
Investcorp Credit Management BDC, Inc. and Subsidiaries
Consolidated Statements of Assets and Liabilities
| June 30,<br>2019 | |||
|---|---|---|---|
| Assets | |||
| Non-controlled,<br>non-affiliated investments, at fair value (amortized cost of316,924,638 and 321,504,359, respectively) | 270,621,709 | $ | 306,390,993 |
| Cash | 14,876,444 | 19,706,281 | |
| Cash, restricted | 5,417,118 | 6,589,901 | |
| Receivable for investments sold | 1,576,730 | 820,332 | |
| Interest receivable | 2,301,641 | 3,090,639 | |
| Payment-in-kind<br>interest receivable | 514,643 | — | |
| Deferred offering costs | — | 121,922 | |
| Other receivables | 1,135,563 | — | |
| Prepaid expenses and other assets | 350,661 | 227,924 | |
| Total Assets | 296,794,509 | $ | 336,947,992 |
| Liabilities | |||
| Notes payable: | |||
| Term loan | 102,000,000 | $ | 122,000,000 |
| Revolving credit facility | 30,000,000 | 11,026,670 | |
| 2023 Notes payable | 51,375,000 | 34,500,000 | |
| Deferred debt issuance costs | (1,042,497) | (2,000,262) | |
| Notes payable, net | 182,332,503 | 165,526,408 | |
| Payable for investments purchased | — | 22,276,343 | |
| Dividend payable | 2,499,360 | 3,404,923 | |
| Deferred financing costs payable | — | 1,037,000 | |
| Income-based fees payable | 707,796 | 545,991 | |
| Base management fees payable | 1,196,937 | — | |
| Accrued provision for taxes | — | 13,778 | |
| Interest payable | 1,000,452 | 724,222 | |
| Directors’ fees payable | 24,559 | 95,240 | |
| Accrued expenses and other liabilities | 907,907 | 240,197 | |
| Total Liabilities | 188,669,514 | 193,864,102 | |
| Commitments and Contingencies (Note 6) | |||
| Net Assets | |||
| Common stock, par value 0.001 per share (100,000,000 shares authorized, 13,885,335 and 13,619,690<br>shares issued and outstanding, respectively) | 13,885 | 13,620 | |
| Additional paid-in capital | 200,779,949 | 198,398,831 | |
| Distributable earnings (loss) | (92,668,839) | (55,328,561) | |
| Total Net Assets | 108,124,995 | 143,083,890 | |
| Total Liabilities and Net Assets | 296,794,509 | $ | 336,947,992 |
| Net Asset Value Per Share | 7.79 | $ | 10.51 |
All values are in US Dollars.
See notes to consolidated financial statements.
Investcorp Credit Management BDC, Inc. and Subsidiaries
Consolidated Statements of Operations
| For the Years ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | ||||
| Investment Income: | ||||||
| Interest income | $ | 28,485,264 | $ | 32,591,488 | $ | 28,691,187 |
| Payment in-kind interest income | 4,629,033 | 953,928 | 2,609,037 | |||
| Dividend income | — | 133,858 | 9,005,887 | |||
| Payment in-kind dividend income | — | — | 333,333 | |||
| Other fee income | 1,346,307 | 718,548 | 152,308 | |||
| Total investment income | 34,460,604 | 34,397,822 | 40,791,752 | |||
| Expenses: | ||||||
| Interest expense | 9,535,751 | 8,866,796 | 6,310,842 | |||
| Base management fees | 5,385,814 | 5,436,135 | 4,871,706 | |||
| Income-based fees | 832,472 | 1,720,707 | 3,932,710 | |||
| Provision for tax expense | 144,709 | 158,028 | 2,579,337 | |||
| Professional fees | 1,530,314 | 1,130,816 | 1,063,528 | |||
| Allocation of administrative costs from advisor | 1,402,422 | 1,354,247 | 1,198,397 | |||
| Amortization of deferred debt issuance costs | 135,262 | 781,508 | 695,470 | |||
| Insurance expense | 375,753 | 336,629 | 351,923 | |||
| Directors’ fees | 270,000 | 405,000 | 402,240 | |||
| Custodian and administrator fees | 373,034 | 285,799 | 295,032 | |||
| Offering expense | 433,089 | 207,000 | 186,513 | |||
| Other expenses | 483,488 | 719,547 | 455,645 | |||
| Total expenses | 20,902,108 | 21,402,212 | 22,343,343 | |||
| Waiver of base management fees | (269,815) | — | — | |||
| Waiver of income-based fees | (336,971) | (503,229) | (527,224) | |||
| Net expenses | 20,295,322 | 20,898,983 | 21,816,119 | |||
| Net investment income | 14,165,282 | 13,498,839 | 18,975,633 | |||
| Net realized and unrealized gain/(loss) on investments: | ||||||
| Net realized gain (loss) from investments | (7,632,194) | (21,982,973) | (9,855,453) | |||
| Net change in unrealized appreciation (depreciation) in value of investments | (31,189,563) | (6,058,095) | 6,505,300 | |||
| Total realized and unrealized gain (loss) on investments | (38,821,757) | (28,041,068) | (3,350,153) | |||
| Net increase (decrease) in net assets resulting from operations | $ | (24,656,475) | $ | (14,542,229) | $ | 15,625,480 |
| Basic and diluted: | ||||||
| Net investment income per share | $ | 1.03 | $ | 0.99 | $ | 1.39 |
| Earnings per share | $ | (1.79) | $ | (1.07) | $ | 1.14 |
| Weighted average shares of common stock outstanding | 13,741,743 | 13,630,661 | 13,689,823 | |||
| Distributions paid per common share | $ | 0.93 | $ | 1.00 | $ | 1.00 |
See notes to consolidated financial statements.
About Investcorp Credit Management BDC, Inc.
The Company is an externally-managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation through debt and related equity investments by targeting investment opportunities with favorable risk-adjusted returns. The Company seeks to invest primarily in middle-market companies that have annual revenues of at least $50mm and earnings before interest, taxes, depreciation and amortization of at least $15mm. The Company’s investment activities are managed by its investment adviser, CM Investment Partners LLC. To learn more about Investcorp Credit Management BDC, Inc., please visit www.icmbdc.com.
Forward-Looking Statements
Statements included herein in this press release may contain “forward-looking statements,” which relate to future performance or financial condition, are based upon current expectations and are inherently uncertain. Any such statements, other than statements of historical fact, are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under the Company’s control and including the impact of COVID-19 and related changes in base interest rates and significant market volatility on our business, our portfolio companies, our industry and the global economy, and that the Company may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of assumptions, risks and uncertainties, which change over time. Actual results may differ materially from those anticipated in any forward-looking statements as a result of a number of factors, including those described from time to time in filings by the Company with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release. The Company undertakes no duty to update any forward-looking statement made herein except as required by law.
Contacts
Investcorp Credit Management BDC, Inc.
Investor Relations
Email: [email protected]
Phone: 212-257-5199
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