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): November 12, 2024
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>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification Number) |
| 280 Park Avenue<br> <br>39^th^ Floor | ||
| --- | ||
| New York, NY 10017 | ||
| (Address of principal executive offices and zip code) |
Registrant’s telephone number, including area code: (212) 257-5199
Not Applicable
(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<br> <br>Symbol(s) | Name of Each Exchange<br> <br>on Which Registered |
|---|---|---|
| Common Stock, par value $0.001 per share | ICMB | The NASDAQ Global Select 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 November 12, 2024, Investcorp Credit Management BDC, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the fiscal quarter ended September 30, 2024. The text of 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<br> <br>Number | Description |
|---|---|
| 99.1 | Press Release, dated November 12, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Dated: November 14, 2024 | INVESTCORP CREDIT MANAGEMENT BDC, INC. | |
|---|---|---|
| By: | /s/ Suhail A. Shaikh | |
| Name:<br> <br>Title: | Suhail A. Shaikh<br> <br>President and Chief Executive Officer |
EX-99.1
Exhibit 99.1
Investcorp Credit Management BDC, Inc. Announces Financial Results for the Quarter Ended
September 30, 2024, and Quarterly Distribution
Investcorp Credit Management BDC, Inc. (NASDAQ: ICMB) (“ICMB” or the “Company”) announced its financial results today for its fiscal quarter ended September 30, 2024.
HIGHLIGHTS
| • | On November 6, 2024, the Company’s Board of Directors (the “Board”) declared adistribution of $0.12 per share for the quarter ending December 31, 2024, payable in cash on January 8, 2025, to stockholders of record as of December 20, 2024. | ||
|---|---|---|---|
| • | During the quarter, ICMB made investments in three new portfolio companies and three existing portfoliocompanies. These investments totaled $13.1 million, at cost, of which $0.5 million represents the reinstatement of previously recorded paydowns for interest received from Klein Hersh, LLC while it was onnon-accrual status. The weighted average yield (at origination) of debt investments made in the quarter was 10.73%. | ||
| --- | --- | ||
| • | ICMB fully realized its investments in two portfolio companies during the quarter, totaling $13.4 millionin proceeds. The internal rate of return on these investments was 11.75%. | ||
| --- | --- | ||
| • | During the quarter, the Company had net repayments of $7,500 on its existing delayed draw and revolving creditcommitments to portfolio companies. | ||
| --- | --- | ||
| • | The weighted average yield on debt investments, at cost, for the quarter ended September 30, 2024, was10.51%, compared to 12.33% for the quarter ended June 30, 2024. | ||
| --- | --- | ||
| • | Net asset value increased $0.34 per share to $5.55, compared to $5.21 as of June 30, 2024. Net assetsincreased by $4.9 million, or 6.50%, during the quarter ended September 30, 2024 compared to June 30, 2024. | ||
| --- | --- | ||
| Portfolio results, as of and for the three months ended September 30, 2024: | |||
| --- | --- | --- | --- |
| Total assets | $ | 203.0mm | |
| Investment portfolio, at fair value | $ | 190.1mm | |
| Net assets | $ | 79.89mm | |
| Weighted average yield on debt investments, at cost<br>^(1)^ | 10.51 | % | |
| Net asset value per share | $ | 5.55 | |
| Portfolio activity in the current quarter: | |||
| Number of investments in new portfolio companies during the period | 3 | ||
| Number of portfolio companies invested in, end of period | 45 | ||
| Total capital invested in existing portfolio companies ^(2)^ | $ | 4.2mm | |
| Total proceeds from repayments, sales, and amortization ^(3)^ | $ | 14.3mm | |
| Net investment income (NII) | $ | 2.3mm | |
| Net investment income per share | $ | 0.16 | |
| Net increase in net assets from operations | $ | 6.6mm | |
| Net increase in net assets from operations per share | $ | 0.46 | |
| Quarterly per share distribution paid on September 30, 2024 | $ | 0.12 | |
| (1) | Represents weighted average yield on total debt investments for the three months ended September 30, 2024.<br>Weighted average yield on total debt investments is the annualized rate of interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio during the period. The weighted average yield on total<br>debt investments reflected above does not represent actual investment returns to the Company’s stockholders. | ||
| --- | --- | ||
| (2) | Includes gross advances to existing revolving credit commitments to portfolio companies and PIK interest.<br> | ||
| --- | --- | ||
| (3) | Includes gross repayments on existing delayed draw and revolving credit commitments to portfolio companies.<br> | ||
| --- | --- |
Mr. Suhail A. Shaikh said “I am pleased to announce that we delivered a strong quarter, reflecting our focus on maintaining a resilient portfolio and capitalizing on selective opportunities in a challenging market environment. Despite economic uncertainties, we are well-positioned to navigate challenges and consistently deliver value to our shareholders.”
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The Company’s dividend framework provides a quarterly base dividend and may be supplemented, at the discretion of the Board, by additional dividends as determined to be available by the Company’s net investment income and performance during the quarter.
On November 6, 2024, the Board declared a distribution for the quarter ended December 31, 2024 of $0.12 per share payable on January 8, 2025 to stockholders of record as of December 20, 2024.
This distribution represents a 15.34% yield on the Company’s $3.13 share price as of market close on September 30, 2024. Distributions may include net investment income, capital gains and/or return of capital, however, the Company does not expect the dividend for the quarter ending September 30, 2024, to be comprised of a return of capital. The Company’s investment adviser monitors available taxable earnings, including net investment income and realized capital gains, to determine if a return of capital may occur for the year. The Company estimates the source of its distributions as required by Section 19(a) of the Investment Company Act of 1940 to determine whether payment of dividends are expected to be paid from any other source other than net investment income accrued for the current period or certain cumulative periods, but the Company will not be able to determine whether any specific distribution will be treated as taxable earnings or as a return of capital until after at the end of the taxable year.
Portfolio and Investment Activities
During the quarter, the Company made investments in three new portfolio companies and three existing portfolio companies. The aggregate capital invested during the quarter totaled $13.1 million, at cost, **** of which $0.5 million represents the reinstatement of previously recorded paydowns for interest received from Klein Hersh, LLC while it was on non-accrual status. The debt investments were made at a weighted average yield of 10.73%.
The Company received proceeds of $14.2 million from repayments, sales and amortization during the quarter, primarily related to the realization of Retail Services WIS Corporation and South Coast Terminals, LLC.
During the quarter, the Company had net repayments of $7,500 on its existing delayed draw and revolving credit commitments to portfolio companies.
The Company’s net realized, and unrealized gains and losses accounted for an increase in the Company’s net investments of approximately $4.3 million, or $0.30 per share. The total net increase in net assets resulting from operations for the quarter was $6.6 million, or $0.46 per share.
As of September 30, 2024, the Company’s investment portfolio consisted of investments in 45 portfolio companies, of which 82.47% were first lien investments and 17.53% were equity, warrants, and other investments. The Company’s debt portfolio consisted of 79.9% floating rate investments and 2.6% fixed rate investments.
Capital Resources
As of September 30, 2024, the Company had $10.1 million in cash, of which $8.3 million was restricted cash, and $52.5 million of unused and available capacity under its revolving credit facility with Capital One, N.A.
Subsequent Events
From October 1, 2024 through November 12, 2024, the Company had advances of $0.5 million on its existing delayed draw credit commitments to portfolio companies. As of November 12, 2024 the Company had investments in 45 portfolio companies.
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Investcorp Credit Management BDC, Inc. and Subsidiaries
Consolidated Statements of Assets and Liabilities
| June 30, 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Non-controlled,<br>non-affiliated investments, at fair value (amortized cost of 186,534,026 and 189,319,802, respectively) | 186,721,026 | $ | 181,948,376 | ||
| Non-controlled, affiliated investments, at fair value<br>(amortized cost of 15,170,452 and 15,149,238, respectively) | 3,421,133 | 2,621,154 | |||
| Total investments, at fair value (amortized cost of 201,704,478 and 204,469,040,<br>respectively) | 190,142,159 | 184,569,530 | |||
| Cash | 1,748,802 | 158,768 | |||
| Cash, restricted | 8,341,711 | 4,950,036 | |||
| Principal receivable | 109,826 | 50,609 | |||
| Interest receivable | 1,564,642 | 1,301,516 | |||
| Payment-in-kind<br>interest receivable | 83,768 | 66,625 | |||
| Long-term receivable | 644,831 | 631,667 | |||
| Escrow receivable | 99,198 | 97,173 | |||
| Prepaid expenses and other assets | 282,217 | 411,821 | |||
| Total Assets | 203,017,154 | $ | 192,237,745 | ||
| Liabilities | |||||
| Notes payable: | |||||
| Revolving credit facility | 47,500,000 | $ | 43,000,000 | ||
| 2026 Notes payable | 65,000,000 | 65,000,000 | |||
| Deferred debt issuance costs | (1,502,278 | ) | (1,654,870 | ) | |
| Unamortized discount | (106,665 | ) | (124,443 | ) | |
| Notes payable, net | 110,891,057 | 106,220,687 | |||
| Payable for investments purchased | 5,188,030 | 7,425,000 | |||
| Dividend payable | 1,728,450 | — | |||
| Income-based incentive fees payable | 630,415 | 128,876 | |||
| Base management fees payable | 770,841 | 816,777 | |||
| Interest payable | 2,649,596 | 1,950,925 | |||
| Accrued expenses and other liabilities | 1,270,377 | 685,271 | |||
| Total Liabilities | 123,128,766 | 117,227,536 | |||
| Commitments and Contingencies (see Note 6) | |||||
| Net Assets | |||||
| Common stock, par value 0.001 per share (100,000,000 shares authorized and 14,403,752 and<br>14,403,752 shares issued and outstanding, respectively) | 14,404 | 14,404 | |||
| Additional paid-in capital | 203,103,263 | 203,103,263 | |||
| Distributable earnings (loss) | (123,229,279 | ) | (128,107,458 | ) | |
| Total Net Assets | 79,888,388 | 75,010,209 | |||
| Total Liabilities and Net Assets | 203,017,154 | $ | 192,237,745 | ||
| Net Asset Value Per Share | 5.55 | $ | 5.21 |
All values are in US Dollars.
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Investcorp Credit Management BDC, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
| For the three months endedSeptember 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Investment Income: | ||||||
| Interest income | ||||||
| Non-controlled,<br>non-affiliated investments | $ | 4,674,329 | $ | 5,465,288 | ||
| Non-controlled, affiliated investments | — | — | ||||
| Total interest income | 4,674,329 | 5,465,288 | ||||
| Payment in-kind interest income | ||||||
| Non-controlled,<br>non-affiliated investments | 1,859,938 | 81,381 | ||||
| Non-controlled, affiliated investments | 20,769 | 18,800 | ||||
| Totalpayment-in-kind interest income | 1,880,707 | 100,181 | ||||
| Payment in-kind dividend income | ||||||
| Non-controlled,<br>non-affiliated investments | 212,979 | 188,251 | ||||
| Non-controlled, affiliated investments | — | — | ||||
| Totalpayment-in-kind dividend income | 212,979 | 188,251 | ||||
| Other fee income | ||||||
| Non-controlled,<br>non-affiliated investments | 78,760 | 143,986 | ||||
| Non-controlled, affiliated investments | — | — | ||||
| Total other fee income | 78,760 | 143,986 | ||||
| Total investment income | 6,846,775 | 5,897,706 | ||||
| Expenses: | ||||||
| Interest expense | 1,857,409 | 2,215,183 | ||||
| Base management fees | 840,459 | 978,919 | ||||
| Income-based incentive fees | 501,540 | — | ||||
| Provision for tax expense | 221,655 | 100,747 | ||||
| Professional fees | 394,639 | 227,407 | ||||
| Allocation of administrative costs from Adviser | 185,906 | 263,375 | ||||
| Amortization of deferred debt issuance costs | 152,591 | 173,333 | ||||
| Amortization of original issue discount - 2026 Notes | 17,778 | 17,777 | ||||
| Insurance expense | 127,768 | 112,984 | ||||
| Directors’ fees | 94,529 | 73,375 | ||||
| Custodian and administrator fees | 72,123 | 69,292 | ||||
| Other expenses | 124,013 | 124,277 | ||||
| Total expenses | 4,590,410 | 4,356,669 | ||||
| Waiver of base management fees | (69,578 | ) | (86,630 | ) | ||
| Waiver of income-based incentive fees | — | — | ||||
| Net expenses | 4,520,832 | 4,270,039 | ||||
| Net investment income | 2,325,943 | 1,627,667 | ||||
| Net realized and unrealized gain/(loss) on investments: | ||||||
| Net realized gain (loss) from investments | ||||||
| Non-controlled,<br>non-affiliated investments | (4,056,505 | ) | — | |||
| Non-controlled, affiliated investments | — | — | ||||
| Net realized gain (loss) from investments | (4,056,505 | ) | — | |||
| Net change in unrealized appreciation (depreciation) in value of investments | ||||||
| Non-controlled,<br>non-affiliated investments | 7,558,426 | (2,167,498 | ) | |||
| Non-controlled, affiliated investments | 778,765 | (1,144,531 | ) | |||
| Net change in unrealized appreciation (depreciation) on investments | 8,337,191 | (3,312,029 | ) | |||
| Total realized gain (loss) and change in unrealized appreciation (depreciation) oninvestments | 4,280,686 | (3,312,029 | ) | |||
| Net increase (decrease) in net assets resulting from operations | $ | 6,606,629 | $ | (1,684,362 | ) | |
| Basic and diluted: | ||||||
| Net investment income per share | $ | 0.16 | $ | 0.11 | ||
| Earnings (Loss) per share | $ | 0.46 | $ | (0.12 | ) | |
| Weighted average shares of common stock outstanding | 14,403,752 | 14,392,714 | ||||
| Distributions paid per common share | $ | 0.12 | $ | 0.15 |
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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 $50 million and earnings before interest, taxes, depreciation, and amortization of at least $15 million. 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 in this press release and made on the earnings call for the quarter ended September 30, 2024, may contain “forward-looking statements,” which relate to future performance, operating results, events and/or financial condition. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. Any forward-looking statements, including statements other than statements of historical facts, included in this press release or made on the earnings call are based upon current expectations, are inherently uncertain, and involve a number of assumptions and substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control.
Investors are cautioned not to place undue reliance on these forward-looking statements. Any such statements are likely to be affected by other unknowable future events and conditions, which the Company may or may not have considered, including, without limitation, changes in base interest rates and the effects of significant market volatility on our business, our portfolio companies, our industry and the global economy. Accordingly, such statements cannot be guarantees or assurances of any aspect of future performance or events. Actual results may differ materially from those anticipated in any forward-looking statements as a result of a number of factors and risks. More information on these risks and other potential factors that could affect actual events and the Company’s performance and financial results, including important factors that could cause actual results to differ materially from plans, estimates or expectations included herein or discussed on the earnings call, is or will be included in the Company’s filings with the Securities and Exchange Commission, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Contacts
Investcorp Credit Management BDC, Inc.
Investor Relations
Email: icmbinvestorrelations@investcorp.com
Phone:(646) 690-5047
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