Kayne Anderson BDC, Inc 10-Q for FY2023 Q2
Kayne Anderson BDC, Inc. (KBDC)
About this 10-Q
Kayne Anderson BDC, Inc filed this 10-Q on August 14, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Diluted EPS
- $0.56
- up 86.7% from $0.30 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission File Number:
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. ☒
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐
Yes
As of August 10, 2023, the registrant had
Table of Contents
i
Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the company, current and prospective portfolio investments, the industry, beliefs and assumptions. 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. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond control of Kayne Anderson BDC, Inc. (“the Company”) and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
| ● | future operating results; |
| ● | business prospects and the prospects of portfolio companies; |
| ● | changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets; |
| ● | the ability of KA Credit Advisors, LLC (our “Advisor”) to locate suitable investments and to monitor and administer investments; |
| ● | the ability of the Advisor and its affiliates to attract and retain highly talented professionals; |
| ● | risk associated with possible disruptions in operations or the economy generally; |
| ● | the timing of cash flows, if any, from the operations of the companies in which the Company invests; |
| ● | the dependence of the future success on the general economy and its effect on the industries in which the Company invests; |
| ● | the ability to maintain qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”); |
| ● | the use of borrowed money to finance a portion of the Company’s investments; |
| ● | the adequacy, availability and pricing of financing sources and working capital for the Company; |
| ● | actual or potential conflicts of interest with the Advisor and its affiliates; |
| ● | contractual arrangements and relationships with third parties; |
| ● | the risk associated with an economic downturn, increased inflation, political instability, interest rate volatility, loss of key personnel, and the illiquid nature of investments of the Company; and |
| ● | the risks, uncertainties and other factors the Company identifies under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q, as well as in the Company’s annual report on Form 10-K for the year ended December 31, 2022. |
We have based the forward-looking statements included in this report on information available to us on the date of this report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the United States Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.
ii
PART I — FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Kayne Anderson BDC, Inc.
Consolidated Statements of Assets and Liabilities
(amounts in 000’s, except share and per share amounts)
June 30, | December 31, 2022 | |||||||
| Assets: | ||||||||
| Investments, at fair value: | ||||||||
| Long-term investments (amortized cost of $ | $ | $ | ||||||
| Short-term investments (amortized cost of $ | ||||||||
| Cash and cash equivalents | ||||||||
| Receivable for principal payments on investments | ||||||||
| Interest receivable | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Corporate Credit Facility (Note 6) | $ | $ | ||||||
| Unamortized Corporate Credit Facility issuance costs | ( | ) | ( | ) | ||||
| Revolving Funding Facility (Note 6) | ||||||||
| Unamortized Revolving Funding Facility issuance costs | ( | ) | ( | ) | ||||
| Subscription Credit Agreement (Note 6) | ||||||||
| Unamortized Subscription Credit Facility issuance costs | ( | ) | ( | ) | ||||
| Notes (Note 6) | ||||||||
| Unamortized notes issuance costs | ( | ) | ||||||
| Payable for investments purchased | ||||||||
| Distributions payable | ||||||||
| Management fee payable | ||||||||
| Incentive fee payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and contingencies (Note 8) | ||||||||
| Net Assets: | ||||||||
| Common Shares, $ | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Total distributable earnings (deficit) | ||||||||
| Total Net Assets | $ | $ | ||||||
| Total Liabilities and Net Assets | $ | $ | ||||||
| Net Asset Value Per Common Share | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
1
Kayne Anderson BDC, Inc.
Consolidated Statements of Operations
(amounts in 000’s, except share and per share amounts)
(Unaudited)
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Income: | ||||||||||||||||
| Investment income from investments: | ||||||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||
| Total Investment Income | ||||||||||||||||
| Expenses: | ||||||||||||||||
| Management fees | ||||||||||||||||
| Incentive fees | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Directors fees | ||||||||||||||||
| Offering costs | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| Net Investment Income (Loss) | ||||||||||||||||
| Realized and unrealized gains (losses) on investments | ||||||||||||||||
| Net realized gains (losses): | ||||||||||||||||
| Investments | ||||||||||||||||
| Total net realized gains (losses) | ||||||||||||||||
| Net change in unrealized gains (losses): | ||||||||||||||||
| Investments | ( | ) | ( | ) | ( | ) | ||||||||||
| Total net change in unrealized gains (losses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total realized and unrealized gains (losses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | $ | $ | $ | ||||||||||||
| Per Common Share Data: | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
See accompanying notes to consolidated financial statements.
2
Kayne Anderson BDC, Inc.
Consolidated Statements of Changes in Net Assets
(amounts in 000’s)
(Unaudited)
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Increase (Decrease) in Net Assets Resulting from Operations: | ||||||||||||||||
| Net investment income (loss) | $ | $ | $ | $ | ||||||||||||
| Net realized gains (losses) on investments | ||||||||||||||||
| Net change in unrealized gains (losses) on investments | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | ||||||||||||||||
| Decrease in Net Assets Resulting from Stockholder Distributions | ||||||||||||||||
| Dividends and distributions to stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Decrease in Net Assets Resulting from Stockholder Distributions | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Increase in Net Assets Resulting from Capital Share Transactions | ||||||||||||||||
| Issuance of common shares | ||||||||||||||||
| Reinvestment of distributions | ||||||||||||||||
| Net Increase in Net Assets Resulting from Capital Share Transactions | ||||||||||||||||
| Total Increase (Decrease) in Net Assets | ||||||||||||||||
| Net Assets, Beginning of Period | ||||||||||||||||
| Net Assets, End of Period | $ | $ | $ | $ | ||||||||||||
See accompanying notes to consolidated financial statements.
3
Kayne Anderson BDC, Inc.
Consolidated Statements of Cash Flows
(amounts in 000’s)
(Unaudited)
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net increase (decrease) in net assets resulting from operations | $ | $ | ||||||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities: | ||||||||
| Net realized (gains)/losses on investments | ( | ) | ||||||
| Net change in unrealized (gains)/losses on investments | ||||||||
| Net accretion of discount on investments | ( | ) | ( | ) | ||||
| Sales (purchases) of short-term investments, net | ( | ) | ( | ) | ||||
| Purchases of portfolio investments | ( | ) | ( | ) | ||||
| Proceeds from sales of investments and principal repayments | ||||||||
| Paid-in-kind interest from portfolio investments | ( | ) | ||||||
| Amortization of deferred financing cost | ||||||||
| Increase/(decrease) in operating assets and liabilities: | ||||||||
| (Increase)/decrease in interest and dividends receivable | ( | ) | ( | ) | ||||
| (Increase)/decrease in deferred offering costs | ||||||||
| (Increase)/decrease in receivable for principal payments on investments | ( | ) | ( | ) | ||||
| (Increase)/decrease in prepaid expenses and other assets | ( | ) | ||||||
| Increase/(decrease) in payable for investments purchased | ( | ) | ||||||
| Increase/(decrease) in management fees payable | ||||||||
| Increase/(decrease) in incentive fee payable | ||||||||
| Increase/(decrease) in accrued organizational and offering costs, net | ( | ) | ||||||
| Increase/(decrease) in accrued other general and administrative expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Borrowings/(payments) on Corporate Credit Facility, net | ( | ) | ||||||
| Borrowings on Revolving Funding Facility, net | ||||||||
| Borrowings/(payments) on Loan and Security Agreement, net | ( | ) | ||||||
| Borrowings/(payments) on Subscription and Credit Agreement, net | ( | ) | ||||||
| Payments of debt issuance costs | ( | ) | ( | ) | ||||
| Distributions paid in cash | ( | ) | ( | ) | ||||
| Proceeds from issuance of common shares | ||||||||
| Proceeds from issuance of Notes | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental and Non-Cash Information: | ||||||||
| Interest paid during the period | $ | $ | ||||||
| Non-cash financing activities not included herein consisted of reinvestment of dividends | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
4
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 2023
(amounts in 000’s)
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(1) | Investment | Interest Rate | Date | Par | Cost(2)(3) | Value | of Net Assets | |||||||||||||||
| Debt and Equity Investments | ||||||||||||||||||||||
| Private Credit Investments(4) | ||||||||||||||||||||||
| Aerospace & defense | ||||||||||||||||||||||
| Basel U.S. Acquisition Co., Inc. (IAC) (5) | First lien senior secured revolving loan | $ | $ | $ | % | |||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Fastener Distribution Holdings, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| Precinmac (US) Holdings, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Automobile components | ||||||||||||||||||||||
| Speedstar Holding LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| Vehicle Accessories, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Biotechnology | ||||||||||||||||||||||
| Alcami Corporation (Alcami) | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Building products | ||||||||||||||||||||||
| Eastern Wholesale Fence | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Capital Markets | ||||||||||||||||||||||
| Atria Wealth Solutions, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Chemicals | ||||||||||||||||||||||
| FAR Technologies Holdings, Inc.(f/k/a Cyalume Technologies Holdings, Inc.) | First lien senior secured loan | % | ||||||||||||||||||||
| Fralock Buyer LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Shrieve Chemical Company, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| USALCO, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % |
See accompanying notes to consolidated financial statements.
5
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 2023
(amounts in 000’s)
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(1) | Investment | Interest Rate | Date | Par | Cost(2)(3) | Value | of Net Assets | |||||||||||||||
| Commercial services & supplies | ||||||||||||||||||||||
| Advanced Environmental Monitoring (6) | First lien senior secured loan | % | ||||||||||||||||||||
| Allentown, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| American Equipment Holdings LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Arborworks Acquisition LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| BLP Buyer, Inc. (Bishop Lifting Products) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Gusmer Enterprises, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| PMFC Holding, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Regiment Security Partners LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| The Kleinfelder Group, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Containers & packaging | ||||||||||||||||||||||
| Drew Foam Companies, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| FCA, LLC (FCA Packaging) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Diversified telecommunication services | ||||||||||||||||||||||
| Network Connex (f/k/a NTI Connect, LLC) | First lien senior secured loan | % | ||||||||||||||||||||
| Pavion Corp., f/k/a Corbett Technology Solutions, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Electronic equipment, instruments & components | ||||||||||||||||||||||
| Process Insights, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| % |
See accompanying notes to consolidated financial statements.
6
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 2023
(amounts in 000’s)
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(1) | Investment | Interest Rate | Date | Par | Cost(2)(3) | Value | of Net Assets | |||||||||||||||
| Food products | ||||||||||||||||||||||
| BC CS 2, L.P. (Cuisine Solutions) (5) | (7) | % | ||||||||||||||||||||
| BR PJK Produce, LLC (Keany) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| Gulf Pacific Holdings, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| IF&P Foods, LLC (FreshEdge) (6) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Siegel Egg Co., LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Worldwide Produce Acquisition, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Health care providers & services | ||||||||||||||||||||||
| Brightview, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Guardian Dentistry Partners | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| Light Wave Dental Management LLC | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| OMH-HealthEdge Holdings, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| SGA Dental Partners Holdings, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Health care equipment & supplies | ||||||||||||||||||||||
| LSL Industries, LLC (LSL Healthcare) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Household durables | ||||||||||||||||||||||
| Curio Brands, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| % |
See accompanying notes to consolidated financial statements.
7
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 2023
(amounts in 000’s)
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(1) | Investment | Interest Rate | Date | Par | Cost(2)(3) | Value | of Net Assets | |||||||||||||||
| Household products | ||||||||||||||||||||||
| Home Brands Group Holdings, Inc. (ReBath) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Insurance | ||||||||||||||||||||||
| Allcat Claims Service, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| IT services | ||||||||||||||||||||||
| Domain Information Services Inc. (Integris) | First lien senior secured loan | % | ||||||||||||||||||||
| Improving Acquisition LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Leisure products | ||||||||||||||||||||||
| BCI Burke Holding Corp. | First lien senior secured loan | % | ||||||||||||||||||||
First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| VENUplus, Inc. (f/k/a CTM Group, Inc.) | First lien senior secured loan | % | ||||||||||||||||||||
| MacNeill Pride Group | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Trademark Global LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Machinery | ||||||||||||||||||||||
| Pennsylvania Machine Works, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| PVI Holdings, Inc | First lien senior secured loan | % | ||||||||||||||||||||
| Techniks Holdings, LLC / Eppinger Holdings Germany GMBH (5) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Personal care products | ||||||||||||||||||||||
| DRS Holdings III, Inc. (Dr. Scholl’s) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| PH Beauty Holdings III, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| Silk Holdings III Corp. (Suave) | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Pharmaceuticals | ||||||||||||||||||||||
| Foundation Consumer Brands | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Professional services | ||||||||||||||||||||||
| 4 Over International, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| DISA Holdings Corp. (DISA) | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | - | - | - | % | ||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Universal Marine Medical Supply International, LLC (Unimed) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Software | ||||||||||||||||||||||
| AIDC Intermediate Co 2, LLC (Peak Technologies) | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Specialty retail | ||||||||||||||||||||||
| Sundance Holdings Group, LLC (6) | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Textiles, apparel & luxury goods | ||||||||||||||||||||||
| American Soccer Company, Incorporated (SCORE) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| BEL USA, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| YS Garments, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| % |
See accompanying notes to consolidated financial statements.
8
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 2023
(amounts in 000’s)
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(1) | Investment | Interest Rate | Date | Par | Cost(2)(3) | Value | of Net Assets | |||||||||||||||
| Trading companies & distributors | ||||||||||||||||||||||
| BCDI Meteor Acquisition, LLC (Meteor) | First lien senior secured loan | % | ||||||||||||||||||||
| Broder Bros., Co. | First lien senior secured loan | % | ||||||||||||||||||||
| CGI Automated Manufacturing, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| EIS Legacy, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Engineered Fastener Company, LLC (EFC International) | First lien senior secured loan | % | ||||||||||||||||||||
| Genuine Cable Group, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| I.D. Images Acquisition, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Krayden Holdings, Inc. | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| United Safety & Survivability Corporation (USSC) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Wireless telecommunication services | ||||||||||||||||||||||
| Centerline Communications, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Total Private Credit Debt Investments | % |
See accompanying notes to consolidated financial statements.
9
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 2023
(amounts in 000’s)
(Unaudited)
| Number of | Fair | Percentage | ||||||||||||||
| Units | Cost | Value | of Net Assets | |||||||||||||
| Equity Investments | ||||||||||||||||
| Auto components | ||||||||||||||||
| Vehicle Accessories, Inc. - Class A common (8) | % | |||||||||||||||
| Vehicle Accessories, Inc. - preferred (8) | % | |||||||||||||||
| % | ||||||||||||||||
| Commercial services & supplies | ||||||||||||||||
| American Equipment Holdings LLC (9) | % | |||||||||||||||
| BLP Buyer, Inc. (Bishop Lifting Products) - Class A common (10) | % | |||||||||||||||
| % | ||||||||||||||||
| Food products | ||||||||||||||||
| BC CS 2, L.P. (Cuisine Solutions) (5) (7) | % | |||||||||||||||
| Gulf Pacific Holdings, LLC - Class A common (9) | % | |||||||||||||||
| Gulf Pacific Holdings, LLC - Class C common (9) | % | |||||||||||||||
| IF&P Foods, LLC (FreshEdge) - Class A common (9) | % | |||||||||||||||
| IF&P Foods, LLC (FreshEdge) - Class B common (9) | % | |||||||||||||||
| Siegel Parent, LLC (11) | % | |||||||||||||||
| % | ||||||||||||||||
| Healthcare equipment & supplies | ||||||||||||||||
| LSL Industries, LLC (LSL Healthcare) (9) | % | |||||||||||||||
| % | ||||||||||||||||
| IT services | ||||||||||||||||
| Domain Information Services Inc. (Integris) | % | |||||||||||||||
| % | ||||||||||||||||
| Textiles, apparel & luxury goods | ||||||||||||||||
| American Soccer Company, Incorporated (SCORE) (11) | % | |||||||||||||||
| % | ||||||||||||||||
| Total Private Equity Investments | % | |||||||||||||||
| Total Private Investments | % | |||||||||||||||
| Number of | Fair | Percentage | ||||||||||||||
| Shares | Cost | Value | of Net Assets | |||||||||||||
| Short-Term Investments | ||||||||||||||||
| First American Treasury Obligations Fund - Institutional Class Z, 5.00% (12) | % | |||||||||||||||
| Total Short-Term Investments | % | |||||||||||||||
| Total Investments | $ | $ | % | |||||||||||||
| Liabilities in Excess of Other Assets | ( | ) | ( | )% | ||||||||||||
| Net Assets | $ | % | ||||||||||||||
| (1) |
| (2) |
See accompanying notes to consolidated financial statements.
10
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of June 30, 2023
(amounts in 000’s)
(Unaudited)
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
| (11) |
| (12) |
See accompanying notes to consolidated financial statements.
11
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(amounts in 000’s)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(1) | Investment | Interest Rate | Date | Par | Cost(2)(3) | Value | of Net Assets | |||||||||||||||
| Debt and Equity Investments | ||||||||||||||||||||||
| Private Credit Investments(4) | ||||||||||||||||||||||
| Aerospace & defense | ||||||||||||||||||||||
| Basel U.S. Acquisition Co., Inc. (IAC) (5) | First lien senior secured revolving loan | $ | $ | $ | % | |||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Fastener Distribution Holdings, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Precinmac (US) Holdings, Inc. | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Asset management & custody banks | ||||||||||||||||||||||
| Atria Wealth Solutions, Inc. | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Auto components | ||||||||||||||||||||||
| Speedstar Holding LLC | First lien senior secured loan | % | ||||||||||||||||||||
| Vehicle Accessories, Inc. | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Biotechnology | ||||||||||||||||||||||
| Alcami Corporation (Alcami) | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Building products | ||||||||||||||||||||||
| BCI Burke Holding Corp. | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Eastern Wholesale Fence | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Chemicals | ||||||||||||||||||||||
| Cyalume Technologies Holdings, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| Fralock Buyer LLC | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Schrieve Chemical Company, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| USALCO, LLC | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Commercial services & supplies | ||||||||||||||||||||||
| Advanced Environmental Monitoring (6) | First lien senior secured loan | % | ||||||||||||||||||||
| Allentown, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| American Equipment Holdings LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Arborworks Acquisition LLC | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| BLP Buyer, Inc. (Bishop Lifting Products) | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Gusmer Enterprises, Inc. | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| PMFC Holding, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Regiment Security Partners LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| The Kleinfelder Group, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
12
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(amounts in 000’s)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(1) | Investment | Interest Rate | Date | Par | Cost(2)(3) | Value | of Net Assets | |||||||||||||||
| Containers & packaging | ||||||||||||||||||||||
| Drew Foam Companies, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| FCA, LLC (FCA Packaging) | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Diversified telecommunication services | ||||||||||||||||||||||
| Network Connex (f/k/a NTI Connect, LLC) | First lien senior secured loan | % | ||||||||||||||||||||
| Pavion Corp., f/k/a Corbett Technology Solutions, Inc. | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Electronic equipment, instruments & components | ||||||||||||||||||||||
| Process Insights, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Food products | ||||||||||||||||||||||
| BC CS 2, L.P. (Cuisine Solutions) (5) | First lien senior secured loan | % | ||||||||||||||||||||
| BR PJK Produce, LLC (Keany) | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| Gulf Pacific Holdings, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| IF&P Foods, LLC (FreshEdge) (6) | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Siegel Egg Co., LLC | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Health care providers & services | ||||||||||||||||||||||
| Brightview, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Guardian Dentistry Partners | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Light Wave Dental Management LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan (7) | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| OMH-HealthEdge Holdings, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| SGA Dental Partners Holdings, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
13
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(amounts in 000’s)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(1) | Investment | Interest Rate | Date | Par | Cost(2)(3) | Value | of Net Assets | |||||||||||||||
| Healthcare equipment & supplies | ||||||||||||||||||||||
| LSL Industries, LLC (LSL Healthcare) | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Household durables | ||||||||||||||||||||||
| Curio Brands, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Household products | ||||||||||||||||||||||
| Home Brands Group Holdings, Inc. (ReBath) | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Insurance | ||||||||||||||||||||||
| Allcat Claims Service, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| IT services | ||||||||||||||||||||||
| Domain Information Services Inc. (Integris) | First lien senior secured loan | % | ||||||||||||||||||||
| Improving Acquisition LLC | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Leisure products | ||||||||||||||||||||||
| MacNeill Pride Group | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Trademark Global LLC | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Machinery | ||||||||||||||||||||||
| Pennsylvania Machine Works, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| PVI Holdings, Inc | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Personal products | ||||||||||||||||||||||
| DRS Holdings III, Inc. (Dr. Scholl’s) | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| PH Beauty Holdings III, Inc. | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Pharmaceuticals | ||||||||||||||||||||||
| Foundation Consumer Brands | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
14
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(amounts in 000’s)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(1) | Investment | Interest Rate | Date | Par | Cost(2)(3) | Value | of Net Assets | |||||||||||||||
| Professional services | ||||||||||||||||||||||
| 4 Over International, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| DISA Holdings Corp. (DISA) | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Universal Marine Medical Supply International, LLC (Unimed) | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Software | ||||||||||||||||||||||
| AIDC Intermediate Co 2, LLC (Peak Technologies) | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Specialty retail | ||||||||||||||||||||||
| Sundance Holdings Group, LLC (6) | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Textiles, apparel & luxury goods | ||||||||||||||||||||||
| American Soccer Company, Incorporated (SCORE) | First lien senior secured revolving loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| BEL USA, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| YS Garments, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| % | ||||||||||||||||||||||
| Trading companies & distributors | ||||||||||||||||||||||
| BCDI Meteor Acquisition, LLC (Meteor) | First lien senior secured loan | % | ||||||||||||||||||||
| Broder Bros., Co. | First lien senior secured loan | % | ||||||||||||||||||||
| CGI Automated Manufacturing, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| EIS Legacy, LLC | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| Genuine Cable Group, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| I.D. Images Acquisition, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| Refrigeration Sales Corp. | First lien senior secured loan | % | ||||||||||||||||||||
| United Safety & Survivability Corporation (USSC) | First lien senior secured delayed draw loan | % | ||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Wireless telecommunication services | ||||||||||||||||||||||
| Centerline Communications, LLC | First lien senior secured loan | % | ||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured delayed draw loan | % | |||||||||||||||||||||
| First lien senior secured revolving loan | % | |||||||||||||||||||||
| First lien senior secured loan | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| Total Private Credit Debt Investments | % | |||||||||||||||||||||
See accompanying notes to consolidated financial statements.
15
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(amounts in 000’s)
| Number of | Fair | Percentage | ||||||||||||||
| Units | Cost | Value | of Net Assets | |||||||||||||
| Equity Investments | ||||||||||||||||
| Auto components | ||||||||||||||||
| Vehicle Accessories, Inc. - Class A common (8) | % | |||||||||||||||
| Vehicle Accessories, Inc. - preferred (8) | % | |||||||||||||||
| % | ||||||||||||||||
| Commercial services & supplies | ||||||||||||||||
| American Equipment Holdings LLC (9) | % | |||||||||||||||
| BLP Buyer, Inc. (Bishop Lifting Products) - Class A common (10) | % | |||||||||||||||
| % | ||||||||||||||||
| Food products | ||||||||||||||||
| BC CS 2, L.P. (Cuisine Solutions) (5) | % | |||||||||||||||
| IF&P Foods, LLC (FreshEdge) – Class A common (9) | % | |||||||||||||||
| IF&P Foods, LLC (FreshEdge) – Class B common (9) | % | |||||||||||||||
| Gulf Pacific Holdings, LLC - Class A common (9) | % | |||||||||||||||
| Gulf Pacific Holdings, LLC - Class C common (9) | % | |||||||||||||||
| Siegel Parent, LLC (11) | % | |||||||||||||||
| % | ||||||||||||||||
| Healthcare equipment & supplies | ||||||||||||||||
| LSL Industries, LLC (LSL Healthcare) (9) | % | |||||||||||||||
| % | ||||||||||||||||
| IT services | ||||||||||||||||
| Domain Information Services Inc. (Integris) | % | |||||||||||||||
| % | ||||||||||||||||
| Textiles, apparel & luxury goods | ||||||||||||||||
| American Soccer Company, Incorporated (SCORE) (11) | % | |||||||||||||||
| % | ||||||||||||||||
| Total Private Equity Investments | % | |||||||||||||||
| Total Private Investments | % | |||||||||||||||
| Number of | Fair | Percentage | ||||||||||||||
| Shares | Cost | Value | of Net Assets | |||||||||||||
| Short-Term Investments | ||||||||||||||||
| First American Treasury Obligations Fund - Institutional Class Z, 4.16% (12) | % | |||||||||||||||
| Total Short-Term Investments | % | |||||||||||||||
| Total Investments | $ | $ | % | |||||||||||||
| Liabilities in Excess of Other Assets | ( | ) | ( | )% | ||||||||||||
| Net Assets | $ | % | ||||||||||||||
| (1) | As of December 31, 2022, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company. |
| (2) | The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. |
16
Kayne Anderson BDC, Inc.
Consolidated Schedule of Investments
As of December 31, 2022
(amounts in 000’s)
| (3) | As of December 31, 2022, the tax cost of the Company’s investments approximates their amortized cost. | |
| (4) | Loan contains a variable rate structure, that may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), the Secured Overnight Funding Rate (“SOFR” or “S”) (which can include one-, three- or six-month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or “P”). |
| (5) |
| (6) | The Company may be entitled to receive additional interest as a result of an arrangement with other lenders in the syndication. In exchange for the higher interest rate, the “last-out” portion is at a greater risk of loss. Certain lenders represent a “first out” portion of the investment and have priority to the “last-out” portion with respect to payments of principal and interest. |
| (7) | On December 5, 2022, the Company funded a $6,254 first lien senior secured loan in Light Wave Dental Management LLC. The loan has an annual interest rate of 30% with a minimum of 1.3x MOIC (multiple on invested capital) if the loan is repaid prior to June 6, 2023 with further increases above 1.3x thereafter. The interest and the prepayment premium are payable to the Company upon a triggering event or maturity in September 2023. |
| (8) |
| (9) |
| (10) |
| (11) |
| (12) |
See accompanying notes to consolidated financial statements.
17
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Note 1. Organization
Organization
Kayne Anderson 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 (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company intends to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company was formed as a Delaware corporation to make investments in middle-market companies and commenced operations on February 5, 2021.
As of June 30, 2023, the Company has entered into subscription agreements
with investors for an aggregate capital commitment of $
KA Credit Advisors, LLC (the “Advisor”) is an indirect subsidiary of Kayne Anderson Capital Advisors, L.P. (“KACALP” or “Kayne Anderson”). The Advisor is registered with the Securities and Exchange Commission (“SEC”) as an investment advisor under the Investment Advisory Act of 1940, as amended. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring investments, determining the value of the investments and monitoring its investments and portfolio companies on an ongoing basis. The Board consists of seven directors, four of whom are independent.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through debt investments in middle-market companies.
The Company conducts private offerings of its Common Stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of any private offering, each investor will make a capital commitment (a “Capital Commitment”) to purchase shares of its Common Stock (“Shares”) pursuant to a subscription agreement entered into with the Company. Investors will be required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors. Following the initial closing of the private offering (the “Initial Closing”) on February 5, 2021 and prior to any Liquidity Event (as defined below), the Advisor may, in its sole discretion, permit additional closings of the private offering. A “Liquidity Event” is defined as (a) an initial public offering of Shares (the “Initial Public Offering”) or the listing of Shares on an exchange (together with the Initial Public Offering, an “Exchange Listing”), (b) the sale of the Company or (c) a disposition of the Company’s investments and distribution of the net proceeds (after repayment of borrowed funds or other forms of leverage) to the Company’s investors.
18
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Note 2. Significant Accounting Policies
A. Basis of Presentation—the accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company is an investment company and follows accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 — “Financial Services — Investment Companies.” In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair statement of the consolidated financial statements for the periods presented, have been included.
B. Consolidation—As provided under Regulation S-X and ASC Topic 946 – “Financial Services – Investment Companies”, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly-owned subsidiaries, Kayne Anderson BDC Financing, LLC, (“KABDCF”) and KABDC Corp, LLC, in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. As of June 30, 2023, KABDC Corp, LLC held no investments.
C. Use of Estimates—the preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ materially from those estimates.
D. Cash and Cash Equivalents—cash and cash equivalents include short-term, liquid investments with an original maturity of three months or less and include money market fund accounts.
E. Investment Valuation, Fair Value—the Company conducts the valuation of its investments consistent with GAAP and the 1940 Act. The Company’s investments will be valued no less frequently than quarterly, in accordance with the terms of Topic 820 of the Financial Accounting Standards Board’s Accounting Standards Codification, Fair Value Measurement and Disclosures (“ASC 820”).
Pursuant to Rule 2a-5 under the 1940 Act, the Board of Directors has designated the Advisor as the “valuation designee” to perform fair value determinations of the Company’s portfolio holdings, subject to oversight by and periodic reporting to the Board. The valuation designee performs fair valuation of the Company’s portfolio holdings in accordance with the Company’s Valuation Program, as approved by the Board.
Traded Investments (Level 1 or Level 2)
Investments for which market quotations are readily available will typically be valued at those market quotations. Traded investments such as corporate bonds, preferred stock, bank notes, loans or loan participations are valued by using the bid price provided by an independent pricing service, by an independent broker, the agent bank, syndicate bank or principal market maker. When price quotes for investments are not available, or such prices are stale or do not represent fair value in the judgment of the Company’s Advisor, fair market value will be determined using the Advisor’s valuation process for investments that are privately issued or otherwise restricted as to resale.
The Company may also invest, to a lesser extent, in equity securities purchased in conjunction with debt investments. While the Company anticipates these equity securities to be issued by privately held companies, the Company may hold equity securities that are publicly traded. Equity securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“NASDAQ”) are valued, except as indicated below, at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on such day. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing price. Equity securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued at the closing bid prices.
19
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Non-Traded Investments (Level 3)
Investments that are privately issued or otherwise restricted as to resale, as well as any security for which (a) reliable market quotations are not available in the judgment of the Company’s Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment of the Company’s Advisor is stale or does not represent fair value, shall each be valued in a manner that most fairly reflects fair value of the security on the valuation date. The Company expects that a significant majority of its investments will be Level 3 investments. Unless otherwise determined by the Advisor, the following valuation process is used for the Company’s Level 3 investments:
| ● | Valuation Designee. The applicable investments will be valued no less frequently than quarterly by the Advisor, with new investments valued at the time such investment was made. The value of each Level 3 investment will be initially reviewed by the persons responsible for such portfolio company or investment. The Advisor will use a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs to determine a preliminary value. The Advisor will specify the titles of the persons responsible for determining the fair value of Company investments, including by specifying the particular functions for which they are responsible, and will reasonably segregate fair value determinations from the portfolio management of the Company such that the portfolio manager(s) may not determine, or effectively determine by exerting substantial influence on, the fair values ascribed to portfolio investments. |
| ● | Valuation Firm. Quarterly, a third-party valuation firm engaged by the Advisor reviews the valuation methodologies and calculations employed for each of the Company’s investments that the Advisor has placed on the “watch list” and approximately |
| ● | Oversight. The Board has appointed the Advisor as the valuation designee for the Company for purposes of making determinations of fair value as permitted by Rule 2a-5 under the 1940 Act. The Audit Committee shall aid the Board in overseeing the Advisor’s fair valuation of securities that are not publicly traded or for which current market values are not readily available. The Audit Committee shall meet quarterly to review the fair value determinations, processes and written reports of the Advisor as part of the Board’s oversight responsibilities. |
20
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to the Company’s financial statements will express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the Company’s financial statements.
F. Interest Income Recognition—
Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and payment-in-kind
(“PIK”) interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income
over the life of the respective security using the effective yield method. To the extent loans contain PIK provisions, PIK interest, computed
at the contractual rate specified in each applicable agreement, is accrued and recorded as interest income and added to the principal
balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal.
To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends
for the year the income was earned, even though the Company has not yet collected the cash. The amortized cost of investments represents
the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the six months ended June 30,
2023, the Company had $
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Company’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in the Company’s judgment, principal and interest are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value (i.e., typically measured as enterprise value of the portfolio company) or is in the process of collection. As of June 30, 2023 and December 31, 2022, the Company did not have any investments in portfolio companies on non-accrual status.
G. Debt Issuance Costs—Costs incurred by the Company related to the issuance of its debt (credit facilities) are capitalized and amortized over the period the debt is outstanding. The Company has classified the costs incurred to issue its credit facilities as a deduction from the carrying value of the credit facilities on the Statement of Assets and Liabilities. For the purpose of calculating the Company’s asset coverage ratios pursuant to the 1940 Act, deferred issuance costs are not deducted from the carrying value of debt or preferred stock.
H. Dividends to Common Stockholders—Distributions to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Company’s board of directors each quarter and is generally based upon the earnings estimated by management and considers the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such capital gains for investment.
I. Organizational Costs—organizational expenses include costs and expenses relating to the formation and organization of the Company. The Company has reimbursed the Advisor for these costs which are expensed as incurred.
J. Offering Costs—offering costs include costs and expenses incurred in connection with the offering of the Company’s common stock. These initial costs were capitalized as deferred offering expenses and included in prepaid expenses and other assets on the Statement of Assets and Liabilities. These costs were amortized over a twelve-month period beginning with the commencement of operations. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s registration statement and registration fees. The Company reimbursed the Advisor for these costs.
K. Income Taxes—it is the Company’s intention to continue to be treated as and to qualify each year for special tax treatment afforded a RIC under the Code. As long as the Company meets certain requirements that govern its sources of income, diversification of assets and timely distribution of earnings to stockholders, the Company will not be subject to U.S. federal income tax.
The Company must pay distributions equal to
21
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
L. Commitments and Contingencies—in the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
22
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Note 3. Agreements and Related Party Transactions
A. Administration Agreement—on February 5, 2021, the Company entered into an Administration Agreement with its Advisor, which serves as its Administrator and will provide or oversee the performance of its required administrative services and professional services rendered by others, which will include (but are not limited to), accounting, payment of our expenses, legal, compliance, operations, technology and investor relations, preparation and filing of its tax returns, and preparation of financial reports provided to its stockholders and filed with the SEC. On March 7, 2023, the Board approved a one-year renewal of the Administration Agreement through March 15, 2024.
The Company will reimburse the Administrator for its costs and expenses incurred in performing its obligations under the Administration Agreement, which may include, after completion of our Exchange Listing, its allocable portion of office facilities, overhead, and compensation paid to or compensatory distributions received by its officers (including our Chief Compliance Officer and Chief Financial Officer) and its respective staff who provide services to the Company. As the Company reimburses the Administrator for its expenses, the Company will indirectly bear such cost. The Administration Agreement may be terminated by either party with 60 days’ written notice.
B. Investment Advisory Agreement—on February 5, 2021, the Company entered into an Investment Advisory Agreement with its Advisor. Pursuant to the Investment Advisory Agreement with its Advisor, the Company will pay its Advisor a fee for investment advisory and management services consisting of two components—a base management fee and an incentive fee. The Advisor may, from time-to-time, grant waivers on the Company’s obligations, including waivers of the base management fee and/or incentive fee, under the Investment Advisory Agreement. The Investment Advisory Agreement may be terminated by either party with 60 days’ written notice. On March 7, 2023, the Board approved a one-year renewal of the Investment Advisory Agreement through March 15, 2024.
Base Management Fee
Prior to an Exchange Listing, the base management
fee will be calculated at an annual rate of
The base management fee will be payable quarterly in arrears and calculated based on the average of the Company’s fair market value of investments, at the end of the two most recently completed calendar quarters, including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase. Base management fees for any partial quarter will be appropriately pro-rated.
For the three months ended June 30, 2023 and 2022,
the Company incurred base management fees of $
For the six months ended June 30, 2023 and 2022,
the Company incurred base management fees of $
Incentive Fee
The Company will also pay the Advisor an incentive fee. The incentive fee will consist of two parts—an incentive fee on income and an incentive fee on capital gains. Described in more detail below, these components of the incentive fee will be largely independent of each other with the result that one component may be payable even if the other is not.
23
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Incentive Fee on Income
The incentive fee based on income (the “income
incentive fee”) is determined and paid quarterly in arrears in cash (subject to the limitations described in “Payment of Incentive
Fees” below). The Company’s quarterly pre-incentive fee net investment income must exceed a preferred return of
| ● | After an Exchange Listing: 100% of the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter in excess of 1.50% of the Company’s NAV at the end of the immediately preceding calendar quarter until the Advisor has received 15% of the total pre-incentive fee net income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.7647%, 15% of all remaining pre-incentive fee net investment income for that quarter. |
Incentive Fee on Capital Gains
The incentive fee on capital gains (the “capital gains incentive fee”) will be calculated and payable in arrears in cash as follows:
| ● | Prior to an Exchange Listing: |
| ● | After an Exchange Listing: |
Payment of Incentive Fees
Prior to an Exchange Listing, any incentive fees earned by the Advisor shall accrue as earned but only become payable in cash to the Advisor upon consummation of an Exchange Listing. To the extent the Company does not complete an Exchange Listing, the incentive fees will be payable to the Advisor (a) upon consummation of a sale of the Company or (b) once substantially all the proceeds from a Company Liquidation payable to the Company’s stockholders have been distributed to such stockholders.
For the three months ended June 30, 2023, the
Company incurred incentive fees on income of $
For the three months ended June 30, 2022, the
Company incurred incentive fees on income of $
For the six months ended June 30, 2023, the Company incurred incentive
fees on income of $
For the six months ended June 30, 2022, the Company
incurred incentive fees on income of $
C. Other—KACALP, an affiliate
of the Advisor, made an equity contribution of $
24
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Note 4. Investments
| June 30, 2023 | December 31, 2022 | |||||||||||||||
| Amortized | Fair | Amortized | Fair | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
| First-lien senior secured debt investments | $ | $ | $ | $ | ||||||||||||
| Equity investments | ||||||||||||||||
| Short-term investments | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
As of June 30, 2023 and December 31, 2022, $
The Company uses Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of its portfolio companies.
| June 30, 2023 | December 31, 2022 | |||||||
| Trading companies & distributors | % | % | ||||||
| Commercial services & supplies | % | % | ||||||
| Food products | % | % | ||||||
| Health care providers & services | % | % | ||||||
| Professional services | % | % | ||||||
| Aerospace & defense | % | % | ||||||
| IT services | % | % | ||||||
| Machinery | % | % | ||||||
| Containers & packaging | % | % | ||||||
| Textiles, apparel & luxury goods | % | % | ||||||
| Leisure products | % | % | ||||||
| Personal care products | % | % | ||||||
| Chemicals | % | % | ||||||
| Software | % | % | ||||||
| Diversified telecommunication services | % | % | ||||||
| Wireless telecommunication services | % | % | ||||||
| Insurance | % | % | ||||||
| Automobile components | % | % | ||||||
| Building products | % | % | ||||||
| Household durables | % | % | ||||||
| Health care equipment & supplies | % | % | ||||||
| Household products | % | % | ||||||
| Biotechnology | % | % | ||||||
| Specialty retail | % | % | ||||||
| Pharmaceuticals | % | % | ||||||
| Capital Markets | % | % | ||||||
| Electronic equipment, instruments & components | % | % | ||||||
| Asset management & custody banks | % | % | ||||||
| Total | % | % | ||||||
25
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Note 5. Fair Value
The Fair Value Measurement Topic of the FASB Accounting Standards Codification (ASC 820) defines fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants under current market conditions at the measurement date. As required by ASC 820, the Company has performed an analysis of all investments measured at fair value to determine the significance and character of all inputs to their fair value determination. Inputs are the assumptions, along with considerations of risk, that a market participant would use to value an asset or a liability. In general, observable inputs are based on market data that is readily available, regularly distributed and verifiable that the Company obtains from independent, third-party sources. Unobservable inputs are developed by the Company based on its own assumptions of how market participants would value an asset or a liability.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.
| Level 1 — Valuations based on quoted unadjusted prices for identical instruments in active markets traded on a national exchange to which the Company has access at the date of measurement. |
| Level 2 — Valuations based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers. |
| Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Company’s own assumptions that market participants would use to price the asset or liability based on the best available information. |
26
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
| Fair Value Hierarchy as of June 30, 2023 | ||||||||||||||||
| Investments: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| First-lien senior secured debt investments | $ | $ | $ | $ | ||||||||||||
| Equity investments | ||||||||||||||||
| Short-term investments | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
| Fair Value Hierarchy as of December 31, 2022 | ||||||||||||||||
| Investments: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| First-lien senior secured debt investments | $ | $ | $ | $ | ||||||||||||
| Equity investments | ||||||||||||||||
| Short-term investments | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
| First-lien | ||||||||||||
| senior | ||||||||||||
| secured | Private | |||||||||||
| debt | equity | |||||||||||
| For the three months ended June 30, 2023 | investments | investments | Total | |||||||||
| Fair value, beginning of period | $ | $ | $ | |||||||||
| Purchases of investments | ||||||||||||
| Proceeds from sales of investments and principal repayments | ( | ) | ( | ) | ||||||||
| Net change in unrealized gain (loss) | ( | ) | ( | ) | ||||||||
| Net realized gain (loss) | ||||||||||||
| Net accretion of discount on investments | ||||||||||||
| Transfers into (out of) Level 3 | ||||||||||||
| Fair value, end of period | $ | $ | $ | |||||||||
27
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
| First-lien | ||||||||||||
| senior | ||||||||||||
| secured | Private | |||||||||||
| debt | equity | |||||||||||
| For the three months ended June 30, 2022 | investments | investments | Total | |||||||||
| Fair value, beginning of period | $ | $ | $ | |||||||||
| Purchases of investments | ||||||||||||
| Proceeds from sales of investments and principal repayments | ( | ) | ( | ) | ||||||||
| Net change in unrealized gain (loss) | ||||||||||||
| Net realized gain (loss) | ||||||||||||
| Net accretion of discount on investments | ||||||||||||
| Transfers into (out of) Level 3 | - | - | - | |||||||||
| Fair value, end of period | $ | $ | $ | |||||||||
| First-lien | ||||||||||||
| senior | ||||||||||||
| secured | Private | |||||||||||
| debt | Equity | |||||||||||
| For the six months ended June 30, 2023 | investments | investments | Total | |||||||||
| Fair value, beginning of period | $ | $ | $ | |||||||||
| Purchases of investments | ||||||||||||
| Proceeds from sales of investments and principal repayments | ( |
) | ( |
) | ||||||||
| Net change in unrealized gain (loss) | ( |
) | ( |
) | ||||||||
| Net realized gain (loss) | ||||||||||||
| Net accretion of discount on investments | ||||||||||||
| Transfers into (out of) Level 3 | - | - | - | |||||||||
| Fair value, end of period | $ | $ | $ | |||||||||
| First-lien | ||||||||||||
| senior | ||||||||||||
| secured | Private | |||||||||||
| debt | Equity | |||||||||||
| For the six months ended June 30, 2022 | investments | investments | Total | |||||||||
| Fair value, beginning of period | $ | $ | $ | |||||||||
| Purchases of investments | ||||||||||||
| Proceeds from sales of investments and principal repayments | ( | ) | ( | ) | ||||||||
| Net change in unrealized gain (loss) | ( | ) | ( | ) | ||||||||
| Net realized gain (loss) | ||||||||||||
| Net accretion of discount on investments | ||||||||||||
| Transfers into (out of) Level 3 | - | - | - | |||||||||
| Fair value, end of period | $ | $ | $ | |||||||||
28
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
For the three and six months ended June 30, 2023 and 2022, the Company did not recognize any transfers to or from Level 3. The increase in unrealized gain (loss) relates to investments that were held during the period. The Company includes these unrealized gains and losses on the Statement of Operations – Net Change in Unrealized Gains (Losses).
Valuation Techniques and Unobservable Inputs
Non-traded debt investments are typically valued using either a market yield analysis or an enterprise value analysis. For debt investments that are not considered to be credit impaired, the Advisor uses a market yield analysis to determine fair value. If the debt investment is considered to be credit impaired (which is determined by performing an enterprise value analysis), the Advisor will use the enterprise value analysis or a liquidation basis analysis to determine fair value.
To determine fair value using a market yield analysis, the Advisor discounts the contractual cash flows of each investment at an appropriate discount rate (the market yield). To determine the estimated market yield for its debt investments, the Advisor analyzes changes in the risk/reward (measured by yields and leverage) of middle market indices as compared to changes in risk/reward for the underlying investment and estimates the appropriate discount rate for such debt investment. In this context, the discount rate and the fair market value of the investment is impacted by the structure and pricing of the security relative to current market yields for similar investments in similar businesses as well as the financial performance of such business. In performing this analysis, the Advisor considers data sources including, but not limited to: (i) industry publications, such as S&P Global’s High-End Middle Market Lending Review; Thomson Reuter’s Refinitiv Middle Market Monthly Stats; CapitalIQ; Pitchbook News; The Lead Left, and other data sources; (ii) comparable investments reviewed or completed by affiliates of the Advisor, and (iii) information obtained and provided by the Advisor’s independent valuation managers.
To determine if a debt investment is credit impaired, the Advisor estimates the enterprise value of the business and compares such estimate to the outstanding indebtedness of such business. The Advisor utilizes the following valuation methodologies to determine the estimated enterprise value of the company: (i) analysis of valuations of publicly traded companies in a similar line of business (“public company comparable analysis”), (ii) analysis of valuations of M&A transaction valuations for companies in a similar line of business (“precedent transaction analysis”), (iii) discounted cash flows (“DCF analysis”) and (iv) other valuation methodologies.
In determining the non-traded debt investment valuations, the following factors are considered, where relevant: the nature and realizable value of any collateral; the company’s ability to make interest payments, amortization payments (if any) and other fixed charges; call features, put features and other relevant terms of the debt security; the company’s historical and projected financial results; the markets in which the company does business; changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be valued; and other relevant factors.
Equity investments in private companies are typically valued using one of or a combination of the following valuation techniques: (i) public company comparable analysis, (ii) precedent transaction analysis and (iii) DCF analysis.
Under all of these valuation techniques, the Advisor estimates operating results of the companies in which it invests, including earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) and free cash flow. These estimates utilize unobservable inputs such as historical operating results, which may be unaudited, and projected operating results, which will be based on operating assumptions for such company. Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information. These estimates will be sensitive to changes in assumptions specific to such company as well as general assumptions for the industry. Other unobservable inputs utilized in the valuation techniques outlined above include: discounts for lack of marketability, selection of publicly traded companies, selection of similar precedent transactions, selected ranges for valuation multiples and expected required rates of return (discount rates).
29
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Quantitative Table for Valuation Techniques
| As of June 30, 2023 | |||||||||||||||
| Valuation | Unobservable | Weighted | |||||||||||||
| Fair Value | Technique | Input | Range | Average | |||||||||||
| First-lien senior secured debt investments | $ | % | |||||||||||||
| Equity investments | $ | ||||||||||||||
| $ | |||||||||||||||
| As of December 31, 2022 | |||||||||||||||
| Valuation | Unobservable | Weighted | |||||||||||||
| Fair Value | Technique | Input | Range | Average | |||||||||||
| First-lien senior secured debt investments | $ | % | |||||||||||||
| Equity investments | $ | ||||||||||||||
| $ | |||||||||||||||
30
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Note 6. Debt
Subscription Credit Agreement
As of June 30, 2023, the Company had a $
For the six months ended June 30, 2023 and 2022,
the average amount of borrowings outstanding under the Subscription Credit Agreement were $
Corporate Credit Facility
As of June 30, 2023, the Company had a senior
secured revolving credit facility (the “Corporate Credit Facility”), that has a total commitment of $
Under the Corporate Credit Facility, the Company is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain minimum stockholders’ equity, and (e) maintaining a ratio of total assets (less total liabilities not representing indebtedness) to total indebtedness of the Company and its consolidated subsidiaries of not less than 1.5:1.0. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Corporate Credit Facility. Amounts available to borrow under the Corporate Credit Facility are subject to compliance with a borrowing base that applies different advance rates to different types of assets (based on their value as determined pursuant to the Corporate Credit Facility) that are pledged as collateral. The Corporate Credit Facility is secured by certain assets in the Company’s portfolio and excludes investments held by Kayne Anderson BDC Financing LLC (“KABDCF”) under the Revolving Funding Facility (as defined below).
For the six months ended June 30, 2023 and 2022,
the average amount of borrowings outstanding under the Corporate Credit Facility was $
Revolving Funding Facility
As of June 30, 2023, the Company had a senior secured revolving funding
facility (the “Revolving Funding Facility”), that has a total commitment of $
31
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
For the six months ended June 30, 2023 and 2022,
the average amount of borrowings outstanding under the Revolving Funding Facility was $
Loan and Security Agreement
On February 18, 2022, the Company and KABDCF established
two new credit facilities (described above) and fully repaid the $
For the six months ended June 30, 2022, the average
amount of borrowings outstanding under the LSA were $
Senior Unsecured Notes
On June 29, 2023, the Company completed a private
placement of $
| Principal | Estimated | |||||||||||||||||
| Outstanding | Fair Value | Fixed | ||||||||||||||||
| June 30, | Unamortized | June 30, | Interest | |||||||||||||||
| Series | 2023 | Issuance Costs | 2023 | Rate | Maturity | |||||||||||||
| A | $ | $ | $ | % | ||||||||||||||
| B | % | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||
Holders of the Notes are entitled to receive cash
interest payments semi-annually (on January 30 and July 30) at the fixed rate. As of June 30, 2023, the weighted average interest rate
on the outstanding Notes was
As of June 30, 2023, the Notes were rated “BBB”
by Kroll Bond Rating Agency (“KBRA”). The Company is required to maintain a current rating from one rating agency with respect
to the Notes. In the event the Company does not maintain a current rating from a rating agency for a specified period of time or the credit
rating on the Notes falls below “BBB-” (a “Below Investment Grade Event”), the interest rate per annum on the
Notes will increase by
The Notes were issued in private placement offerings
to institutional investors and are not listed on any exchange or automated quotation system. The Notes contain various covenants related
to other indebtedness, liens and limits on the Company’s overall leverage. The Company must maintain a minimum amount of shareholder
equity and the Company’s asset coverage ratio must be greater than
The Notes are unsecured obligations of the Company and, upon liquidation, dissolution or winding up of the Company, will rank: (1) senior to all of the Company’s outstanding common shares; (2) on parity with any unsecured creditors of the Company and any unsecured senior securities representing indebtedness of the Company; and (3) junior to any secured creditors of the Company.
At June 30, 2023, the Company was in compliance with all covenants under the Notes agreements.
32
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
| June 30, 2023 | ||||||||||||||||
| Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Net Carrying Value(2) | |||||||||||||
| Notes | $ | $ | $ | $ | ||||||||||||
| Corporate Credit Facility | ||||||||||||||||
| Revolving Funding Facility | ||||||||||||||||
| Subscription Credit Agreement | ||||||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||
| (1) | |
| (2) |
| December 31, 2022 | ||||||||||||||||
| Aggregate Principal Committed |
Outstanding Principal |
Amount Available(1) |
Net Carrying Value(2) |
|||||||||||||
| Corporate Credit Facility | $ | $ | $ | $ | ||||||||||||
| Revolving Funding Facility | ||||||||||||||||
| Subscription Credit Agreement | ||||||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||
| (1) |
| (2) |
For the three and six months ended June 30, 2023
and 2022,
| For the three months ended | ||||||||
| June 30, 2023 | June 30, 2022 | |||||||
| Interest expense | $ | $ | ||||||
| Amortization of debt issuance costs | ||||||||
| Total interest expense | $ | $ | ||||||
| Average interest rate | % | % | ||||||
| Average borrowings | $ | $ | ||||||
| For the six months ended | ||||||||
| June 30, 2023 | June 30, 2022 | |||||||
| Interest expense | $ | $ | ||||||
| Amortization of debt issuance costs | ||||||||
| Total interest expense | $ | $ | ||||||
| Average interest rate | % | % | ||||||
| Average borrowings | $ | $ | ||||||
33
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Note 7. Share Transactions
Common Stock Issuances
| For the six months ended June 30, 2023 | ||||||||||||
| Offering | Aggregate | |||||||||||
| price per | Common stock | offering | ||||||||||
| Common stock issue date | share | shares issued | amount | |||||||||
| April 4, 2023 | $ | $ | ||||||||||
| Total common stock issued | $ | |||||||||||
| For the six months ended June 30, 2022 | ||||||||||||
| Offering | Aggregate | |||||||||||
| price per | Common stock | offering | ||||||||||
| Common stock issue date | share | shares issued | amount | |||||||||
| January 24, 2022 | $ | $ | ||||||||||
| Total common stock issued | $ | |||||||||||
As of June 30, 2023, the Company had subscription agreements with investors
for an aggregate capital commitment of $
34
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Dividends and Dividend Reinvestment
| For the six months ended June 30, 2023 | ||||||||||||
| Dividend | Dividend | Dividend | ||||||||||
| record | payment | per | ||||||||||
| Dividend declaration date | date | date | share | |||||||||
| March 7, 2023 | $ | |||||||||||
| May 10, 2023 | $ | |||||||||||
| Total dividends declared | $ | |||||||||||
| For the six months ended June 30, 2022 | ||||||||||||
| Dividend | Dividend | Dividend | ||||||||||
| record | payment | per | ||||||||||
| Dividend declaration date | date | date | share | |||||||||
| April 19, 2022 | $ | |||||||||||
| Total dividends declared | $ | |||||||||||
| Dividend | DRIP | |||||||||||
| payment | shares | DRIP | ||||||||||
| Dividend record date | date | issued | value | |||||||||
| December 29, 2022 | $ | |||||||||||
| March 31, 2023 | $ | |||||||||||
| $ | ||||||||||||
| Dividend | DRIP | |||||||||||
| payment | shares | DRIP | ||||||||||
| Dividend record date | date | issued | value | |||||||||
| December 29, 2021 | $ | |||||||||||
| April 20, 2022 | $ | |||||||||||
| $ | ||||||||||||
For the dividend declared on May 10, 2023 and
paid on July 14, 2023, there were
35
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Note 8. Commitments and Contingencies
The Company had an aggregate of $
| As of | As of | |||||||
| June 30, 2023 | December 31, 2022 | |||||||
| Alcami Corporation (Alcami) | $ | $ | ||||||
| Allcat Claims Service, LLC | ||||||||
| Allentown, LLC | ||||||||
| American Equipment Holdings LLC | ||||||||
| American Soccer Company, Incorporated (SCORE) | ||||||||
| Arborworks Acquisition LLC | ||||||||
| Atria Wealth Solutions, Inc. | ||||||||
| Basel U.S. Acquisition Co., Inc. (IAC) | ||||||||
| BCI Burke Holding Corp. | ||||||||
| BLP Buyer, Inc. (Bishop Lifting Products) | ||||||||
| BR PJK Produce, LLC (Keany) | ||||||||
| Brightview, LLC | ||||||||
| Centerline Communications, LLC | ||||||||
| CGI Automated Manufacturing, LLC | ||||||||
| Curio Brands, LLC | ||||||||
| DISA Holdings Corp. (DISA) | ||||||||
| DRS Holdings III, Inc. (Dr. Scholl’s) | ||||||||
| Eastern Wholesale Fence | ||||||||
| EIS Legacy, LLC | ||||||||
| Fastener Distribution Holdings, LLC | ||||||||
| FCA, LLC (FCA Packaging) | ||||||||
| Foundation Consumer Brands | ||||||||
| Fralock Buyer LLC | ||||||||
| Gulf Pacific Holdings, LLC | ||||||||
| Gusmer Enterprises, Inc. | ||||||||
| Home Brands Group Holdings, Inc. (ReBath) | ||||||||
| I.D. Images Acquisition, LLC | ||||||||
| IF&P Foods, LLC (FreshEdge) | ||||||||
| Improving Acquisition LLC | ||||||||
| Krayden Holdings, Inc. | ||||||||
| Light Wave Dental Management LLC | ||||||||
| LSL Industries, LLC (LSL Healthcare) | ||||||||
| MacNeill Pride Group | ||||||||
| Pavion Corp., f/k/a Corbett Technology Solutions, Inc. | ||||||||
| PMFC Holding, LLC | ||||||||
| Regiment Security Partners LLC | ||||||||
| SGA Dental Partners Holdings, LLC | ||||||||
| Siegel Egg Co., LLC | ||||||||
| Techniks Holdings, LLC / Eppinger Holdings Germany GMBH | ||||||||
| Trademark Global LLC | ||||||||
| United Safety & Survivability Corporation (USSC) | ||||||||
| Universal Marine Medical Supply International, LLC (Unimed) | ||||||||
| USALCO, LLC | ||||||||
| Vehicle Accessories, Inc. | ||||||||
| Worldwide Produce Acquisition, LLC | ||||||||
| Total unfunded commitments | $ | $ | ||||||
36
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2023 and December 31, 2022, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Note 9. Earnings Per Share
In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of June 30, 2023 and 2022, there were no dilutive shares.
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | |||||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
37
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Note 10. Financial Highlights
| For the six months ended June 30, | ||||||||
| Per Common Share Operating Performance (1) | 2023 (amounts in thousands, except share and per share amounts) | 2022 (amounts in thousands, except share and per share amounts) | ||||||
| Net Asset Value, Beginning of Period | $ | $ | ||||||
| Results of Operations: | ||||||||
| Net Investment Income | ||||||||
| Net Realized and Unrealized Gain (Loss) on Investments(2) | ( | ) | ||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | ||||||||
| Distributions to Common Stockholders | ||||||||
| Distributions | ( | ) | ( | ) | ||||
| Net Decrease in Net Assets Resulting from Distributions | ( | ) | ( | ) | ||||
| Net Asset Value, End of Period | $ | $ | ||||||
| Shares Outstanding, End of Period | ||||||||
| Ratio/Supplemental Data | ||||||||
| Net assets, end of period | $ | $ | ||||||
| Weighted-average shares outstanding | ||||||||
| Total Return(3) | % | % | ||||||
| Portfolio turnover | % | % | ||||||
| Ratio of operating expenses to average net assets | % | % | ||||||
| Ratio of net investment income (loss) to average net assets | % | % | ||||||
| (1) |
| (2) | Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period and may not reconcile with the aggregate gains and losses in the Consolidated Statement of Operations due to share transactions during the period. |
For the six months ended June 30, 2023
and 2022, such share transactions include the effect of share issuances of $
| (3) |
38
Kayne Anderson BDC, Inc.
Notes to Consolidated Financial Statements
(amounts in 000’s, except share and per share amounts)
(Unaudited)
Note 11. Subsequent Events
The Company’s management has evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent events that require recognition or disclosure in these financial statements except as described below.
On July 14, 2023, the Company paid a distribution
of $
On August 8, 2023, the Company sold
On August 10, 2023, the Board declared a distribution of $0.53 per share to each common stockholder of record as of September 29, 2023. The distribution will be paid on October 13, 2023.
On August 10, 2023, the Board accepted James C. Baker, Jr.’s resignation as Chief Executive Officer and elected Douglas L. Goodwillie and Kenneth B. Leonard as Co-Chief Executive Officers, effective August 16, 2023. Mr. Baker’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
Mr. Goodwillie and Mr. Leonard have served as Co-Chief Investment Officers of the Company since inception. Additional information regarding Mr. Goodwillie’s and Mr. Leonard’s business experience is available in the Company’s annual proxy statement, which was filed with the SEC on April 26, 2023.
For purposes of SEC disclosure requirements, we note the following:
There is no arrangement or understanding between Mr. Goodwillie or Mr. Leonard and any other persons pursuant to which either Mr. Goodwillie or Mr. Leonard was selected as an officer. There are no family relationships between Mr. Goodwillie or Mr. Leonard and any director, executive officer or person nominated or chosen by the Company to become an executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Goodwillie or Mr. Leonard had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
39
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company” refer to Kayne Anderson BDC, Inc.
Overview and Investment Framework
Kayne Anderson BDC, Inc. was formed as a Delaware corporation to make investments in middle-market companies and commenced operations on February 5, 2021. We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we intend to qualify, annually, as a RIC under Subchapter M of the Code.
We are managed by KA Credit Advisors, LLC (the “Advisor”) which is an indirect subsidiary of Kayne Anderson Capital Advisors, L.P. (“KACALP” or “Kayne Anderson”). The Advisor is registered with the Securities and Exchange Commission (“SEC”) as an investment advisor under the Investment Advisory Act of 1940. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring investments, determining the value of the investments and monitoring its investments and portfolio companies on an ongoing basis. The Board consists of seven directors, four of whom are independent.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through debt investments in middle-market companies. We define “middle-market companies” as U.S.-based companies that, in general, generate between $10 million and $150 million of annual earnings before interest, taxes, depreciation and amortization, or EBITDA. We refer to companies that generate between $10 million and $50 million of annual EBITDA as “core middle-market companies” and companies that generate between $50 million and $150 million of annual EBITDA as “upper middle-market companies.”
We intend to achieve our investment objective by investing primarily in first lien senior secured, unitranche and split-lien loans (collectively, “secured middle market loans”) to privately held middle-market companies. Similar to first lien senior secured loans, unitranche loans typically have a first lien on all assets of the borrower, but provide leverage at levels similar to a combination of first lien and second lien and/or subordinated loans. Split-lien loans are loans that otherwise satisfy the criteria of a first lien loan but which have been structured with a credit facility that is senior in right of payment with respect to working capital assets of the borrower and a term loan that is collateralized by all other assets of the borrower. Depending on market conditions, we expect that at least 90% of our portfolio (including investments purchased with proceeds from borrowings) will be invested in secured middle market loans. It is anticipated that most of these investments will be in core middle market companies, with the remainder in upper middle market companies. The remaining 10% of our portfolio may be invested in higher-returning investments, including, but not limited to, equity securities purchased in conjunction with secured middle market loans and other opportunistic investments (collectively “Opportunistic Investments”), including junior debt, real estate debt and infrastructure credit investments. We expect that the secured middle market loans we invest in will generally have stated maturities of no more than six years.
We intend to execute on our investment objective by (1) accessing the established loan sourcing channels developed by Kayne Anderson’s middle market private credit team, which includes an extensive network of private equity firms, other middle-market lenders, financial advisors and intermediaries, and management teams, (2) selecting investments within our middle-market company focus, (3) implementing Kayne Anderson’s middle market private credit team’s proven underwriting process, and (4) drawing upon the experience and resources of our Advisor’s investment team and the broader Kayne Anderson network.
We believe our Advisor’s disciplined approach to origination, credit analysis, portfolio construction and risk management should allow us to achieve attractive risk-adjusted returns while preserving investor capital. We anticipate the portfolio will be comprised of a broad mix of loans, with diversity among investment size, industry focus and geography. The Advisor’s team of professionals will conduct in-depth due diligence on prospective investments during the underwriting process and will be heavily involved in structuring the credit terms of each investment. Once an investment has been made, our Advisor will closely monitor portfolio investments and take a proactive approach identifying and addressing sector or company specific risks. The Advisor maintains a regular dialogue with portfolio company management teams (as well as their financial sponsors, where applicable), reviews detailed operating and financial results on a regular basis (typically monthly or quarterly) and monitors current and projected liquidity needs, in addition to other portfolio management activities.
40
Recent Developments
On July 14, 2023, we paid a distribution of $0.53 per share to each common stockholder of record as of June 30, 2023. The total distribution was $20.7 million and $1.4 million was reinvested into the Company through the purchase of 81,527 shares of common stock.
On August 8, 2023, we sold 2,411,582 shares of common stock for a total aggregate offering price of $40.6 million. As of the same date, we have subscription agreements with investors for an aggregate capital commitment of $887.0 million to purchase shares of common stock ($228.7 million is undrawn).
On August 10, 2023, the Board declared a distribution of $0.53 per share to each common stockholder of record as of September 29, 2023. The distribution will be paid on October 13, 2023.
On August 10, 2023, the Board accepted James C. Baker, Jr.’s resignation as Chief Executive Officer and elected Douglas L. Goodwillie and Kenneth B. Leonard as Co-Chief Executive Officers, effective August 16, 2023. Mr. Baker’s resignation was not due to any disagreement with us on any matter relating to our operations, policies or practices.
Portfolio and Investment Activity
As of June 30, 2023, we had 157 debt investments and 13 equity investments in 73 portfolio companies with an aggregate fair value of approximately $1,284 million and an amortized cost of $1,267 million consisting of first lien senior secured debt ($1,276.0 million fair value) and equity ($7.9 million fair value) investments.
As of June 30, 2023, our weighted average total yield to maturity of debt and income producing securities at fair value was 12.3%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 12.5%.
41
Our investment activity for the three and six months ended June 30, 2023 and 2022 is presented below (information presented herein is at par value unless otherwise indicated).
| For the three months ended June 30, | ||||||||
| 2023 ($ in millions) | 2022 ($ in millions) | |||||||
| New investments: | ||||||||
| Gross new investments commitments | $ | 57.2 | $ | 118.3 | ||||
| Less: investment commitments sold down, exited or repaid(1) | (45.9 | ) | (6.9 | ) | ||||
| Net investment commitments | 11.3 | 111.4 | ||||||
| Principal amount of investments funded: | ||||||||
| Private credit investments | $ | 73.0 | $ | 116.9 | ||||
| Liquid credit investments | - | - | ||||||
| Preferred equity investments(2) | - | - | ||||||
| Common equity investments(2) | 0.2 | 0.3 | ||||||
| Total principal amount of investments funded | 73.2 | 117.2 | ||||||
| Principal amount of investments sold / repaid: | ||||||||
| Private credit investments | (42.3 | ) | (15.3 | ) | ||||
| Liquid credit investments | - | - | ||||||
| Total principal amount of investments sold or repaid | (42.3 | ) | (15.3 | ) | ||||
| Number of new investment commitments | 10 | 25 | ||||||
| Average new investment commitment amount | $ | 5.7 | $ | 4.7 | ||||
| Weighted average maturity for new investment commitments(3) | 2.9 years | 2.4 years | ||||||
| Percentage of new debt investment commitments at floating rates | 100 | % | 100.0 | % | ||||
| Percentage of new debt investment commitments at fixed rates | 0 | % | 0.0 | % | ||||
| Weighted average interest rate of new investment commitments(4) | 12.3 | % | 7.7 | % | ||||
| Weighted average spread over SOFR of new floating rate investment commitments | 7.2 | % | 6.1 | % | ||||
| Weighted average interest rate on investment sold or paid down(5) | 14.1 | % | 7.7 | % | ||||
| (1) | Does not include repayments on revolving loans, which may be redrawn. |
| (2) | As of June 30, 2023, preferred equity investments and common equity investments were reported as equity investments. |
| (3) | For undrawn delayed draw term loans, the maturity date used is that of the associated term loan. |
| (4) | Based on the rate in effect at June 30, 2023 per our Consolidated Schedule of Investments for new commitments entered into during the quarter. |
| (5) | Based on the underlying rate if still held at June 30, 2023. For those investments sold or paid down in full during the year, based on the rate in effect at the time of sale or paid down. |
We use Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of our portfolio companies.
42
The table below describes long-term investments by industry composition based on fair value as of June 30, 2023 and December 31, 2022.
| June 30, 2023 | December 31, 2022 | |||||||
| Trading companies & distributors | 13.6 | % | 12.9 | % | ||||
| Commercial services & supplies | 12.0 | % | 11.9 | % | ||||
| Food products | 10.6 | % | 10.9 | % | ||||
| Health care providers & services | 8.4 | % | 9.8 | % | ||||
| Professional services | 5.0 | % | 5.5 | % | ||||
| Aerospace & defense | 4.3 | % | 4.1 | % | ||||
| IT services | 4.1 | % | 3.9 | % | ||||
| Machinery | 4.0 | % | 2.2 | % | ||||
| Containers & packaging | 3.8 | % | 4.5 | % | ||||
| Textiles, apparel & luxury goods | 3.7 | % | 4.1 | % | ||||
| Leisure products | 3.6 | % | 2.3 | % | ||||
| Personal care products | 3.1 | % | 1.7 | % | ||||
| Chemicals | 2.9 | % | 2.9 | % | ||||
| Software | 2.7 | % | 3.0 | % | ||||
| Diversified telecommunication services | 2.3 | % | 2.6 | % | ||||
| Wireless telecommunication services | 2.3 | % | 2.5 | % | ||||
| Insurance | 2.3 | % | 1.3 | % | ||||
| Automobile components | 2.2 | % | 2.3 | % | ||||
| Building products | 1.7 | % | 3.4 | % | ||||
| Household durables | 1.6 | % | 1.8 | % | ||||
| Health care equipment & supplies | 1.6 | % | 1.8 | % | ||||
| Household products | 1.4 | % | 1.6 | % | ||||
| Biotechnology | 0.9 | % | 1.0 | % | ||||
| Specialty retail | 0.7 | % | 0.7 | % | ||||
| Pharmaceuticals | 0.6 | % | 0.6 | % | ||||
| Capital Markets | 0.4 | % | - | % | ||||
| Electronic equipment, instruments & components | 0.2 | % | 0.3 | % | ||||
| Asset management & custody banks | - | % | 0.4 | % | ||||
| Total | 100.0 | % | 100.0 | % | ||||
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Results of Operations
For the three and six months ended June 30, 2023 and 2022, our total investment income was derived from our portfolio of investments. All debt investments were income producing, and there were no loans on non-accrual status as of June 30, 2023 or 2022.
The following table represents the operating results for the three and six months ended June 30, 2023 and 2022.
| For
the three months ended June 30, | For
the six months ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | |||||||||||||
| Total investment income | $ | 40.7 | $ | 13.0 | $ | 77.1 | $ | 24.9 | ||||||||
| Less: Net expenses | (19.0 | ) | (5.9 | ) | (36.1 | ) | (11.5 | ) | ||||||||
| Net investment income | 21.7 | 7.1 | 41.0 | 13.4 | ||||||||||||
| Net realized gains (losses) on investments | - | - | - | - | ||||||||||||
| Net change in unrealized gains (losses) on investments | (0.7 | ) | 0.3 | (0.6 | ) | (0.2 | ) | |||||||||
| Net increase (decrease) in net assets resulting from operations | $ | 21.0 | $ | 7.4 | $ | 40.4 | $ | 13.2 | ||||||||
Investment Income
Investment income for the three and six months ended June 30, 2023 totaled $40.7 million and $77.1 million, respectively, and consisted primarily of interest income on our debt investments. Investment income for the three and six months ended June 30, 2022 totaled $13.0 million and $24.9 million, respectively, and consisted primarily of interest income on our debt investments. For the three and six months ended June 30, 2023, we had $0.8 million and $1.0 million of PIK interest included in interest income. There was no PIK interest for the three and six months ended June 30, 2022
Expenses
Operating expenses for the three and six months ended June 30, 2023 and 2022 were as follows:
| For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | |||||||||||||
| Interest and debt financing expenses | $ | 13.0 | $ | 3.0 | $ | 24.5 | $ | 5.8 | ||||||||
| Management fees | 2.8 | 1.5 | 5.5 | 2.8 | ||||||||||||
| Incentive fees | 2.4 | 0.8 | 4.6 | 1.7 | ||||||||||||
| Directors fees | 0.2 | 0.1 | 0.3 | 0.2 | ||||||||||||
| Other operating expenses | 0.6 | 0.5 | 1.2 | 1.0 | ||||||||||||
| Total expenses | $ | 19.0 | $ | 5.9 | $ | 36.1 | $ | 11.5 | ||||||||
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Net Unrealized Gains (Losses) on Investments
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, 2023 and 2022, net unrealized gains (losses) on our investment portfolio were comprised of the following.
| For the three
months ended June 30, | For the six months
ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | |||||||||||||
| Unrealized gains on investments | $ | 4.4 | $ | 2.0 | $ | 6.6 | $ | 2.8 | ||||||||
| Unrealized (losses) on investments | (5.1 | ) | (1.7 | ) | (7.2 | ) | (3.0 | ) | ||||||||
| Net change in unrealized gains (losses) on investments | $ | (0.7 | ) | $ | 0.3 | $ | (0.6 | ) | $ | (0.2 | ) | |||||
The change in unrealized appreciation for the three months ended June 30, 2023 and 2022 totaled $4.4 million and $2.0 million, respectively, which primarily related to our investments in the following tables.
| For the three months ended | ||||
| June 30, 2023 | ||||
| ($ in millions) | ||||
| Portfolio Company | ||||
| Light Wave Dental Management LLC | $ | 0.6 | ||
| Silk Holdings III Corp. (Suave) | 0.6 | |||
| BLP Buyer, Inc. (Bishop Lifting Products) | 0.6 | |||
| Sundance Holdings Group, LLC | 0.3 | |||
| Fastener Distribution Holdings, LLC | 0.3 | |||
| American Equipment Holdings LLC | 0.2 | |||
| Alcami Corporation (Alcami) | 0.2 | |||
| IF&P Foods, LLC (FreshEdge) | 0.2 | |||
| USALCO, LLC | 0.2 | |||
| PMFC Holding, LLC | 0.2 | |||
| Other portfolio companies | 1.0 | |||
| Total Unrealized Appreciation | $ | 4.4 | ||
| For the three months ended | ||||
| June 30, 2022 | ||||
| ($ in millions) | ||||
| Portfolio Company | ||||
| IF&P Foods, LLC (FreshEdge) | $ | 0.6 | ||
| AIDC Intermediate Co 2, LLC (Peak Technologies) | 0.3 | |||
| Light Wave Dental Management LLC | 0.3 | |||
| Siegel Parent, LLC | 0.1 | |||
| Gusmer Enterprises, Inc. | 0.1 | |||
| Allentown, LLC | 0.1 | |||
| American Equipment Holdings LLC | 0.1 | |||
| Regiment Security Partners LLC | 0.1 | |||
| Advanced Environmental Monitoring | 0.1 | |||
| Process Insights, Inc. | 0.1 | |||
| Other portfolio companies | 0.1 | |||
| Total Unrealized Appreciation | $ | 2.0 | ||
45
The change in unrealized depreciation for the three months ended June 30, 2023 and 2022 totaled $5.1 million and $1.7 million, respectively, which was primarily related to our investments in the following table.
| For the three months ended | ||||
| June 30, 2023 | ||||
| ($ in millions) | ||||
| Portfolio Company | ||||
| Siegel Egg Co., LLC | $ | (0.8 | ) | |
| CGI Automated Manufacturing, LLC | (0.4 | ) | ||
| YS Garments, LLC | (0.4 | ) | ||
| American Soccer Company, Incorporated (SCORE) | (0.4 | ) | ||
| IF&P Foods, LLC (FreshEdge) | (0.3 | ) | ||
| Genuine Cable Group, LLC | (0.3 | ) | ||
| Siegel Parent, LLC | (0.3 | ) | ||
| Eastern Wholesale Fence LLC | (0.2 | ) | ||
| Improving Acquisition LLC | (0.2 | ) | ||
| Centerline Communications, LLC | (0.2 | ) | ||
| Other portfolio companies | (1.6 | ) | ||
| Total Unrealized Depreciation | $ | (5.1 | ) | |
| For the three months ended | ||||
| June 30, 2022 | ||||
| ($ in millions) | ||||
| Portfolio Company | ||||
| Arborworks Acquisition LLC | $ | (0.3 | ) | |
| Trademark Global LLC | (0.2 | ) | ||
| United Safety & Survivability Corporation (USSC) | (0.2 | ) | ||
| PH Beauty Holdings III, Inc. | (0.1 | ) | ||
| The Kleinfelder Group, Inc. | (0.1 | ) | ||
| Other portfolio companies | (0.8 | ) | ||
| Total Unrealized Depreciation | $ | (1.7 | ) | |
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The change in unrealized appreciation for the six months ended June 30, 2023 and 2022 totaled $6.6 million and $2.8 million, respectively, which primarily related to our investments in the following tables:
| For the six months ended | ||||
| June 30, 2023 | ||||
| ($ in millions) | ||||
| Portfolio Company | ||||
| BLP Buyer, Inc. (Bishop Lifting Products) | $ | 0.8 | ||
| Silk Holdings III Corp. (Suave) | 0.7 | |||
| Light Wave Dental Management LLC | 0.5 | |||
| Engineered Fastener Company, LLC (EFC International) | 0.5 | |||
| Techniks Holdings, LLC / Eppinger Holdings Germany GMBH | 0.5 | |||
| Krayden Holdings, Inc. | 0.4 | |||
| Pavion Corp., f/k/a Corbett Technology Solutions, Inc. | 0.3 | |||
| Alcami Corporation (Alcami) | 0.3 | |||
| Sundance Holdings Group, LLC | 0.3 | |||
| American Equipment Holdings LLC | 0.2 | |||
| Other portfolio companies | 2.1 | |||
| Total Unrealized Appreciation | $ | 6.6 | ||
| For the six months ended | ||||
| June 30, 2022 | ||||
| ($ in millions) | ||||
| Portfolio Company | ||||
| IF&P Foods, LLC (FreshEdge) | $ | 0.6 | ||
| BLP Buyer, Inc. (Bishop Lifting Products) | 0.3 | |||
| AIDC Intermediate Co 2, LLC (Peak Technologies) | 0.3 | |||
| Light Wave Dental Management LLC | 0.3 | |||
| CGI Automated Manufacturing, LLC | 0.3 | |||
| Siegel Parent, LLC | 0.1 | |||
| OMH-HealthEdge Holdings, LLC | 0.1 | |||
| Gusmer Enterprises, Inc. | 0.1 | |||
| American Equipment Holdings LLC | 0.1 | |||
| Allentown, LLC | 0.1 | |||
| Other portfolio companies | 0.5 | |||
| Total Unrealized Appreciation | $ | 2.8 | ||
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The change in unrealized depreciation for the six months ended June 30, 2023 and 2022 totaled $7.2 million and $3.0 million, respectively, which primarily related to our investments in the following table.
| For the six months ended | ||||
| June 30, 2023 | ||||
| ($ in millions) | ||||
| Portfolio Company | ||||
| Siegel Parent, LLC | $ | (1.3 | ) | |
| Genuine Cable Group, LLC | (0.6 | ) | ||
| AIDC Intermediate Co 2, LLC (Peak Technologies) | (0.5 | ) | ||
| American Soccer Company, Incorporated (SCORE) | (0.4 | ) | ||
| CGI Automated Manufacturing, LLC | (0.4 | ) | ||
| IF&P Foods, LLC (FreshEdge) | (0.4 | ) | ||
| Centerline Communications, LLC | (0.3 | ) | ||
| Drew Foam Companies, Inc. | (0.3 | ) | ||
| LSL Industries, LLC (LSL Healthcare) | (0.3 | ) | ||
| YS Garments, LLC | (0.2 | ) | ||
| Other portfolio companies | (2.5 | ) | ||
| Total Unrealized Depreciation | $ | (7.2 | ) | |
| For the six months ended | ||||
| June 30, 2022 | ||||
| ($ in millions) | ||||
| Portfolio Company | ||||
| Arborworks Acquisition LLC | (0.8 | ) | ||
| Trademark Global LLC | (0.5 | ) | ||
| United Safety & Survivability Corporation (USSC) | (0.2 | ) | ||
| PH Beauty Holdings III, Inc. | (0.2 | ) | ||
| Fralock Buyer LLC | (0.1 | ) | ||
| The Kleinfelder Group, Inc. | (0.1 | ) | ||
| Other portfolio companies (1) | (1.1 | ) | ||
| Total Unrealized Depreciation | $ | (3.0 | ) | |
| (1) | Primarily attributable to accretion of discounts on investments. |
48
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from the net proceeds of any offering of our Shares, proceeds from borrowing on our credit facilities and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use of cash will be investments in portfolio companies, payments of our expenses, repayments of borrowed amounts and payment of cash distributions to our stockholders.
In accordance with the 1940 Act, we are required to meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and other senior securities (and any preferred stock that we may issue in the future) of at least 150%. If this ratio declines below 150%, we cannot incur additional leverage and could be required to sell a portion of our investments to repay some leverage when it is disadvantageous to do so. As of June 30, 2023 and December 31, 2022, our asset coverage ratios were 201% and 203%. We currently intend to target asset coverage of 200% to 180% (which equates to a debt-to-equity ratio of 1.0x to 1.25x) but may alter this target based on market conditions.
Over the next twelve months, we expect that cash and cash equivalents, taken together with our undrawn capital commitments and available capacity under our credit facilities, will be sufficient to conduct anticipated investment activities. Beyond twelve months, we expect that our cash and liquidity needs will continue to be met by cash generated from our ongoing operations as well as financing activities.
As of June 30, 2023, we had $75 million Notes outstanding, $566 million borrowed under our credit facilities and cash and cash equivalents of $28.0 million (including short term investments). As of August 10, 2023, we had $75 million Notes outstanding, $515 million borrowed under our credit facilities and cash and cash equivalents of $14.9 million (including short-term investments).
Capital Contributions
During the six months ended June 30, 2023 and 2022, we issued 3,010,942 and 4,191,292 shares of our common stock related to capital called at an aggregate purchase price of $50.0 million and $68.6 million, respectively. As of August 10, 2023, we had aggregate capital commitments of $887.0 million, and we had undrawn capital commitments of $228.7 million from investors ($658.3 million or 74.2% funded).
Senior Unsecured Notes
As of June 30, 2023, we have $75 million of senior unsecured notes outstanding, with $25 million of 8.65% Series A Notes due June 2027 and $50 million of 8.74% Series B Notes due June 2028.
Credit Facilities
Corporate Credit Facility: As of June 30, 2023, we are party to a senior secured revolving credit facility (the “Corporate Credit Facility”), that has a total commitment of $400 million. The facility’s commitment termination date and the final maturity date are February 18, 2026 and February 18, 2027, respectively. The Corporate Credit Facility also provides for a feature that allows us, under certain circumstances, to increase the overall size of the Corporate Credit Facility to a maximum of $550 million. The interest rate on the Corporate Credit Facility is equal to Term SOFR (a forward-looking rate based on SOFR futures) plus an applicable spread of 2.35% per annum or an “alternate base rate” (as defined in the agreements governing the Corporate Credit Facility) plus an applicable spread of 1.25%. We are also required to pay a commitment fee of 0.375% per annum on any unused portion of the Corporate Credit Facility.
49
Revolving Funding Facility: As of June 30, 2023, we and our wholly owned, special purpose financing subsidiary, Kayne Anderson BDC Financing, LLC (“KABDCF”), are party to a senior secured revolving funding facility (the “Revolving Funding Facility”), that has a total commitment of $455 million. The Revolving Funding Facility is secured by all of the assets held by, and the membership interest in, KABDCF. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility are February 18, 2025 and February 18, 2027, respectively. The interest rate on the Revolving Funding Facility is equal to daily SOFR plus 2.75% per annum. KABDCF is also required to pay a commitment fee of between 0.50% and 1.50% per annum depending on the size of the unused portion of the Revolving Funding Facility.
Subscription Credit Agreement: As of June 30, 2023, we are party to a senior secured revolving credit agreement that includes a capital call facility (the “Subscription Credit Agreement”). The Subscription Credit Agreement permits us to elect the commitment amount each quarter to borrow up to $125 million, subject to availability under the borrowing base which is calculated based on the unused capital commitments of the investors meeting various eligibility requirements. The Subscription Credit Agreement has a maximum commitment of $125 million and the interest rate under the facility is equal to Term SOFR plus 1.975% (subject to a 0.275% floor). We are also required to pay a commitment fee of 0.25% per annum on the unused portion of the Subscription Credit Agreement. We also pay an extension fee of 0.05% per quarter on the elected commitment amount on the first day of each calendar quarter. The Subscription Credit Agreement will expire on December 31, 2023.
Contractual Obligations
A summary of our significant contractual principal payment obligations related to the repayment of our outstanding indebtedness at June 30, 2023 is as follows:
| Payments Due by Period ($ in millions) | ||||||||||||||||||||
| Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | ||||||||||||||||
| Senior Unsecured Notes | $ | 75.0 | $ | - | $ | - | $ | 75.0 | $ | - | ||||||||||
| Corporate Credit Facility | 237.0 | - | - | 237.0 | - | |||||||||||||||
| Revolving Funding Facility | 320.0 | - | - | 320.0 | - | |||||||||||||||
| Subscription Credit Agreement | 9.0 | 9.0 | - | - | - | |||||||||||||||
| Total contractual obligations | $ | 641.0 | $ | 9.0 | $ | - | $ | 632.0 | $ | - | ||||||||||
Off-Balance Sheet Arrangements
As of June 30, 2023 and December 31, 2022, we had an aggregate $116.1 million and $149.3 million, respectively, of unfunded commitments to provide debt financing to our portfolio companies. Such commitments are generally subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in our financial statements. Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any other off-balance sheet financings or liabilities.
Critical Accounting Estimates
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described below. The critical accounting policies should be read in conjunction with our risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in this Quarterly Report. See Note 2 to our consolidated financial statements for the six months ended June 30, 2023, for more information on our critical accounting policies.
50
Investment Valuation
Traded Investments (Level 1 or Level 2)
Investments for which market quotations are readily available will typically be valued at those market quotations. Traded investments such as corporate bonds, preferred stock, bank notes, loans or loan participations are valued by using the bid price provided by an independent pricing service, by an independent broker, the agent bank, syndicate bank or principal market maker. When price quotes for investments are not available, or such prices are stale or do not represent fair value in the judgment of our Advisor, fair market value will be determined using our Advisor’s valuation process for investments that are privately issued or otherwise restricted as to resale.
We may also invest, to a lesser extent, in equity securities purchased in conjunction with debt investments. While we anticipate these equity securities to be issued by privately held companies, we may hold equity securities that are publicly traded. Equity securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“NASDAQ”) are valued, except as indicated below, at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on such day. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing price. Equity securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued at the closing bid prices.
Non-Traded Investments (Level 3)
Investments that are privately issued or otherwise restricted as to resale, as well as any security for which (a) reliable market quotations are not available in the judgment of our Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment of our Advisor is stale or does not represent fair value, shall each be valued in a manner that most fairly reflects fair value of the security on the valuation date. We expect that a significant majority of our investments will be Level 3 investments. Unless otherwise determined by the Advisor, the following valuation process is used for our Level 3 investments:
| ● | Valuation Designee. The applicable investments will be valued no less frequently than quarterly by the Advisor, with new investments valued at the time such investment was made. The value of each Level 3 investment will be initially reviewed by the persons responsible for such portfolio company or investment. The Advisor will use a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs to determine a preliminary value. The Advisor will specify the titles of the persons responsible for determining the fair value of Company investments, including by specifying the particular functions for which they are responsible, and will reasonably segregate fair value determinations from the portfolio management of the Company such that the portfolio manager(s) may not determine, or effectively determine by exerting substantial influence on, the fair values ascribed to portfolio investments. |
| ● | Valuation Firm. Quarterly, a third-party valuation firm engaged by the Advisor reviews the valuation methodologies and calculations employed for each of the Company’s investments that the Advisor has placed on the “watch list” and approximately 25% of the Company’s remaining investments. The third-party valuation firm will review and independently value all of the Level 3 investments at least once per year, on a rolling twelve-month basis. The quarterly report issued by the third-party valuation firm will provide positive assurance on the fair values of the investments reviewed. |
| ● | Oversight. The Board has appointed the Advisor as the valuation designee for the Company for purposes of making determinations of fair value as permitted by Rule 2a-5 under the 1940 Act. The Audit Committee shall aid the Board in overseeing the Advisor’s fair valuation of securities that are not publicly traded or for which current market values are not readily available. The Audit Committee shall meet quarterly to review the fair value determinations, processes and written reports of the Advisor as part of the Board’s oversight responsibilities. |
Refer to Note 5 – Fair Value – for more information on the Company’s valuation process.
51
Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. OIDs, market discounts or premiums are accreted or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income.
Related Party Transactions
Investment Advisory Agreement. On February 5, 2021, we entered into the Investment Advisory Agreement with our Advisor. On March 7, 2023, the Board approved a one-year renewal of the Investment Advisory Agreement through March 15, 2024. Our Advisor will agree to serve as our investment advisor in accordance with the terms of our Investment Advisory Agreement. Payments under our Investment Advisory Agreement in each reporting period will consist of the base management fee equal to a percentage of the fair market value of investments, including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase as well as an incentive fee based on our performance.
For services rendered under the Investment Advisory Agreement, we will pay a base management fee quarterly in arrears to our Advisor based on the of the fair market value of our investments including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase. We will also pay an incentive fee on income and an incentive fee on capital gains to our Advisor.
Prior to an Exchange Listing, any incentive fees earned by the Advisor shall accrue as earned but only become payable in cash to the Advisor upon consummation of an Exchange Listing. To the extent the Company does not complete an Exchange Listing, the incentive fees will be payable to the Advisor (a) upon consummation of a sale of the Company or (b) once substantially all proceeds from a Company Liquidation payable to the Company’s common stockholders have been distributed to such stockholders.
Administration Agreement. On February 5, 2021, we entered into an Administration Agreement with our Advisor, which serves as our Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. On March 7, 2023, the Board approved a one-year renewal of the Administration Agreement through March 15, 2024. The Administrator will be reimbursed for administrative expenses it incurs on our behalf in performing its obligations. Such reimbursement may be made for our allocable portion (subject to the review and approval of our independent directors) of office facilities, overhead, and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and their respective staff who provide services to us. As we reimburse the Administrator for its expenses, we will indirectly bear such cost. The Administrator engaged U.S. Bank Global Fund Services under a sub-administration agreement to assist the Administrator in performing certain of its administrative duties. On March 28, 2023, the Administrator engaged Ultimus Fund Solutions, LLC under a sub-administration agreement to assist the Administrator in performing certain of its administrative duties effective in the second quarter of 2023. The Administrator may enter into additional sub-administration agreements with third-parties to perform other administrative and professional services on behalf of the Administrator.
52
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
Assuming that the consolidated statement of assets and liabilities as of June 30, 2023 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact ($ in millions) of hypothetical base rate changes in interest rate (considering interest rate floors for floating rate instruments).
| Change in Interest Rates | Increase (Decrease) in Interest Income |
Increase (Decrease) in Interest Expense |
Net Increase (Decrease) in Net Investment Income |
|||||||||
| Down 200 basis points | $ | (25.7 | ) | $ | (11.3 | ) | $ | (14.4 | ) | |||
| Down 100 basis points | $ | (12.9 | ) | $ | (5.7 | ) | $ | (7.2 | ) | |||
| Up 100 basis points | $ | 12.9 | $ | 5.7 | $ | 7.2 | ||||||
| Up 200 basis points | $ | 25.7 | $ | 11.3 | $ | 14.4 | ||||||
The data in the table is based on the Company’s current statement of assets and liabilities.
We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of June 30, 2023 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic United States Securities and Exchange Commission (the “SEC”) filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Neither we nor our Advisor is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against our Advisor.
From time to time, we, or our Advisor, may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
From time to time we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the risk factors described below and in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.
The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks, which may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted and others may be materially and adversely impacted. Our business is dependent on bank relationships and we are proactively monitoring the financial health of such bank relationships. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.
54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
As set forth in the table below (dollars in thousands, except per share and share amounts), during the six months ended June 30, 2023, we issued and sold 3,010,942 shares of common stock at an aggregate offering amount of approximately $50 million. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof and previously reported by us on our current reports on Form 8-K. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act. We did not engage in general solicitation or advertising, and did not offer securities to the public in connection with such issuances and sales.
| Offering | Aggregate | |||||||||||
| price per | Common stock | offering | ||||||||||
| Common stock issue date | share | shares issued | amount | |||||||||
| April 4, 2023 | $ | 16.61 | 3,010,942 | $ | 50,000 | |||||||
| 3,010,942 | $ | 50,000 | ||||||||||
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
55
Item 6. Exhibits.
The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
| (1) | Incorporated by reference from the Company’s Amendment No. 2 to Form 10, as filed with the Securities and Exchange Commission on November 9, 2020. |
| (2) | Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2021. |
| (3) | Incorporated by reference from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on March 10, 2023. |
| (4) | Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 25, 2022. |
| (5) | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on August 15, 2022. |
| * | Filed herewith. |
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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 thereunto duly authorized.
| Kayne Anderson BDC, Inc. | ||
Date: August 14, 2023 |
||
| /s/ James C. Baker, Jr. | ||
| Name: | James C. Baker, Jr. | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
Date: August 14, 2023 |
||
| /s/ Terry A. Hart | ||
| Name: | Terry A. Hart | |
| Title: | Chief Financial Officer and Treasurer | |
| (Principal Financial and Accounting Officer) | ||
57
Exhibit 31.1
Certification of Chief Executive Officer
I, James C. Baker, Jr., Chief Executive Officer of Kayne Anderson BDC, Inc., certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Kayne Anderson BDC, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 14, 2023
| By: | /s/ JAMES C. BAKER, JR. | |
|
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer
I, Terry A. Hart, Chief Financial Officer of Kayne Anderson BDC, Inc., certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Kayne Anderson BDC, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 14, 2023
| By: | /s/ TERRY A. HART | |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
In connection with the Quarterly Report on Form 10-Q for the three months ended June 30, 2023 (the “Report”) of Kayne Anderson BDC, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, James C. Baker, Jr., the Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| /s/ JAMES C. BAKER, JR. | ||
| Name: | James C. Baker, Jr. | |
| Date: | August 14, 2023 |
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
In connection with the Quarterly Report on Form 10-Q for the three months ended June 30, 2023 (the “Report”) of Kayne Anderson BDC, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Terry A. Hart, the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| /s/ TERRY A. HART | ||
| Name: | Terry A. Hart | |
| Date: | August 14, 2023 |