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8-K - CURRENT REPORT - FS KKR Capital Corp. IIfskii-8k_110920.htm

 

 

FS KKR Capital Corp. II 8-K

 

Exhibit 99.1

 

 

 

FS KKR Capital Corp. II Announces Third Quarter 2020 Results and

Declares Distribution for Fourth Quarter

 

PHILADELPHIA, PA, November 9, 2020 – FS KKR Capital Corp. II (NYSE: FSKR), a leading publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its financial and operating results for the quarter ended September 30, 2020, and that its board of directors has declared a fourth quarter 2020 distribution totaling $0.55 per share.

 

Financial and Operating Highlights for the Quarter Ended September 30, 2020(1)

Net investment income of $0.52 per share, compared to $0.44 per share for the quarter ended June 30, 2020
Total net realized and unrealized gain of $0.35 per share, compared to a total net realized and unrealized loss of $0.31 per share for the quarter ended June 30, 2020
Paid cash distributions to stockholders totaling $0.55 per share(2)
Total purchases of $264 million versus $309 million of sales and repayments, including $95 million of sales to its joint venture Credit Opportunities Partners, LLC, or COP
Net asset value of $24.66 per share, compared to $24.22 per share as of June 30, 2020

 

Commenting on the company’s performance, CEO & Chairman Michael C. Forman stated, “As our investment pipeline continues to build we are pleased to have closed approximately $743 million of new investments between July and November resulting in continued growth in our net investment income on a per share basis. As such, our board has declared a fourth quarter dividend of $0.55 per share. In addition to our strong operating performance, we are pleased with our quarter-over-quarter increase in net asset value per share of 1.8%. As we move into the fourth quarter we are encouraged by the performance metrics we are seeing across our investment portfolio.”

 

Declaration of Distribution for Fourth Quarter 2020

 

FSKR’s board of directors has declared a cash distribution for the fourth quarter of $0.55 per share, which will be paid on or about January 5, 2021 to stockholders of record as of the close of business on December 16, 2020. 

 

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Summary Consolidated Results

   Three Months Ended 
(dollars in millions, except per share data)
(all per share amounts are basic and diluted)(1)
  September 30, 2020   June 30, 2020   March 31, 2020 
Total investment income  $172   $168   $195 
Net investment income   90    75    93 
Net increase (decrease) in net assets resulting from operations   149    22    (708)
                
Net investment income per share  $0.52   $0.44   $0.55 
Total net realized and unrealized gain (loss) per share  $0.35   $(0.31)  $(4.72)
Net increase (decrease) in net assets resulting from operations (Earnings per Share)  $0.87   $0.13   $(4.17)
Stockholder distributions per share(2)  $0.55   $0.60   $0.60 
Net asset value per share at period end  $24.66   $24.22   $24.68 
Weighted average shares outstanding   171,801,325    171,598,176    169,594,825 
Shares outstanding, end of period   170,597,301    172,862,454    169,594,825 

 

(dollar amounts in millions)  As of
September 30, 2020
   As of
December 31, 2019
 
Total fair value of investments  $7,331   $8,591 
Total assets   7,750    8,970 
Total stockholders’ equity   4,207    4,996 

 

Portfolio Highlights as of September 30, 2020

 

Total fair value of investments was $7.3 billion of which 77% was invested in senior secured securities.

 

Weighted average annual yield on accruing debt investments(4) was 8.6%, compared to 8.7% as of June 30, 2020.

 

Weighted average annual yield on all debt investments(4) was 7.5%, compared to 7.4% as of June 30, 2020.

 

Exposure to the top ten largest portfolio companies by fair value was 26% as of September 30, 2020, compared to 26% as of June 30, 2020.

 

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Total Portfolio Activity

   Three Months Ended 
(dollar amounts in millions)  September 30, 2020   June 30, 2020   March 31, 2020 
Purchases  $264   $150   $1,317 
Sales and redemptions   (309)   (335)   (1,643)
Net portfolio activity  $(45)  $(185)  $(326)
Sales to COP   95        253 
Adjusted net portfolio activity  $50   $(185)  $(73)
                
Portfolio Data         As of
September 30, 2020
     As of
December 31, 2019
 
Total fair value of investments       $7,331   $8,591 
Number of Portfolio Companies        160    213 

% of Investments on Non-Accrual

(based on fair value)(5)

        4.2%   2.1%
                
Asset Class (based on fair value)               
Senior Secured Loans — First Lien        66.9%   66.6%
Senior Secured Loans — Second Lien        8.6%   9.4%
Other Senior Secured Debt        1.0%   2.7%
Subordinated Debt        2.3%   5.7%
Asset Based Finance        8.8%   5.6%
Credit Opportunities Partners, LLC        8.2%   5.9%
Equity/Other        4.2%   4.1%
                
Interest Rate Type (based on fair value)               
% Variable Rate Debt Investments        72.3%   72.9%
% Fixed Rate Debt Investments        9.1%   14.7%
% Other Income Producing Investments        10.6%   6.9%
% Non-Income Producing Investments(6)        3.8%   3.4%
% of Investments on Non-Accrual(5)        4.2%   2.1%

 

Leverage and Liquidity as of September 30, 2020

 

Net debt to equity ratio(7) of 73%, based on $3.3 billion in total debt outstanding, $140 million of cash and foreign currency and $78 million of net receivable for investments sold and repaid and stockholders’ equity of $4.2 billion. FSKR’s weighted average effective interest rate (including the effect of non-usage fees) was 3.11%.
Cash and foreign currency of $140 million and availability under its financing arrangements of $1,622 million, subject to borrowing base and other limitations.

 

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Conference Call Information

 

FSKR will host a conference call at 10:00 a.m. (Eastern Time) on Tuesday, November 10, 2020, to discuss its third quarter 2020 financial and operating results. All interested parties are welcome to participate. Interested parties can access the conference call by dialing (833) 519-1290 and using the conference ID 6695499 approximately 10 minutes prior to the call. The conference call also will be webcast, which can be accessed from the Investor Relations section of FSKR’s website at www.fskkradvisor.com/fskr under Events + presentations.

 

A replay of the call will be available shortly after the end of the call for a period of 30 days following the call by visiting the Investor Relations section of FSKR’s website at www.fskkradvisor.com/fskr under Events + presentations.

 

Supplemental Information

 

An investor presentation containing financial and operating information will be made available prior to the call in the Investor Relations section of FSKR’s website at www.fskkradvisor.com/fskr under Events + presentations.

 

About FS KKR Capital Corp. II

 

FS KKR Capital Corp. II (NYSE: FSKR) is a leading publicly traded business development company (BDC) focused on providing customized credit solutions to private middle market U.S. companies. FSKR seeks to invest primarily in the senior secured debt and, to a lesser extent, the subordinated debt of private middle market companies. FSKR is advised by FS/KKR Advisor, LLC. For more information, please visit www.fskkradvisor.com/fskr.

 

About FS/KKR Advisor, LLC

 

FS/KKR Advisor, LLC (FS/KKR) is a partnership between FS Investments and KKR Credit that serves as the investment adviser to BDCs with approximately $15 billion in assets under management as of September 30, 2020. The BDCs managed by FS/KKR are FS KKR Capital Corp. (NYSE: FSK) and FSKR.

 

FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth, and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices in New York, NY, Orlando, FL, Washington, DC and Leawood, KS. Visit www.fsinvestments.com to learn more.

 

KKR Credit is a subsidiary of KKR & Co. Inc., a leading global investment firm that manages multiple alternative asset classes, including private equity, credit and real assets, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

 

Forward-Looking Statements and Important Disclosure Notice

 

This announcement may contain certain forward-looking statements, including statements with regard to future events or the future performance or operations of FSKR. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption in FSKR’s operations or the economy generally due to terrorism, natural disasters or pandemics such as COVID-19, future changes in laws or regulations and conditions in FSKR’s operating area, and the price at which shares of FSKR’s common stock trade on the New York Stock Exchange. Some of these factors are enumerated in the filings FSKR makes with the SEC. FSKR undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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The press release above contains summaries of certain financial and statistical information about FSKR. The information contained in this press release is summary information that is intended to be considered in the context of FSKR’s SEC filings and other public announcements that FSKR may make, by press release or otherwise, from time to time. FSKR undertakes no duty or obligation to update or revise the information contained in this press release. In addition, information related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future results, the achievement of which cannot be assured. Investors should not view the past performance of FSKR, or information about the market, as indicative of FSKR’s future results.

 

Other Information

 

The information in this press release is summary information only and should be read in conjunction with FSKR’s quarterly report on Form 10-Q for the quarter ended September 30, 2020, which FSKR filed with the U.S. Securities and Exchange Commission (the SEC) on November 9, 2020, as well as FSKR’s other reports filed with the SEC. A copy of FSKR’s quarterly report on Form 10-Q for the quarter ended September 30, 2020 and FSKR’s other reports filed with the SEC can be found on FSKR’s website at www.fskkradvisor.com/fskr and the SEC’s website at www.sec.gov.

 

Certain Information About Distributions

 

The determination of the tax attributes of FSKR’s distributions is made annually as of the end of its fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. FSKR intends to update stockholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV.

 

The timing and amount of any future distributions on FSKR’s shares of common stock are subject to applicable legal restrictions and the sole discretion of its board of directors. There can be no assurance as to the amount or timing of any such future distributions.

 

FSKR may fund its cash distributions to stockholders from any sources of funds legally available to it, including net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies, proceeds from the sale of shares of FSKR’s common stock, and borrowings. FSKR has not established limits on the amount of funds it may use from available sources to make distributions. There can be no assurance that FSK will be able to pay distributions at a specific rate or at all.

 

Contact Information:

 

Investor Relations Contact

 

Robert Paun

Robert.Paun@fsinvestments.com

 

FS Investments Media Team

 

Melanie Hemmert

Melanie.Hemmert@fsinvestments.com

 

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Income Statement ($amounts in millions, except per share data)  Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2020   2019   2020   2019 
Investment income                    
Interest income  $117   $89   $385   $288 
Paid-in-kind interest income   12    5    33    9 
Fee income   5    5    27    19 
Dividend and other income   10    1    12    1 
From non-controlled/affiliated investments:                    
Interest income   2    6    8    16 
Paid-in-kind interest income   3    2    11    7 
Fee income               0 
From controlled/affiliated investments:                    
Interest income   1        4     
Paid-in-kind interest income   1        2     
Dividend and other income   21        53     
Total investment income   172    108    535    340 
                     
Operating expenses                    
Management fees   28    17    90    52 
Subordinated income incentive fees   22    5    64    25 
Administrative services expenses   2    2    5    3 
Stock transfer agent fees   0    0    2    2 
Accounting and administrative fees   1    0    2    1 
Interest expense   26    24    101    79 
Listing advisory fees           7     
Other general and administrative expenses   3    1    6    3 
Total operating expenses   82    49    277    165 
Net investment income   90    59    258    175 
                     
Realized and unrealized gain/loss                    
Net realized gain (loss) on investments:                    
Non-controlled/unaffiliated investments   (131)   (8)   (382)   (49)
Non-controlled/affiliated investments   (120)   0    (229)   0 
Controlled/affiliated investments   (1)       (1)    
Net realized gain (loss) on total return swap   (1)       (2)    
Net realized gain (loss) on foreign currency forward contracts           0     
Net realized gain (loss) on interest rate swaps   (5)   0    (11)   0 
Net realized gain (loss) on foreign currency   (13)   1    (12)   1 
Net change in unrealized appreciation (depreciation) on investments:                    
Non-controlled/unaffiliated investments   275    (80)   (176)   (38)
Non-controlled/affiliated investments   26    5    14    14 
Controlled/affiliated investments   28        7     
Net change in unrealized appreciation (depreciation) on total return swap   2        4     
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts           1     
Net change in unrealized appreciation (depreciation) on interest rate swaps   5    (2)   (25)   (12)
Net change in unrealized gain (loss) on foreign currency   (6)   3    17    1 
Total net realized and unrealized gain (loss)  $59   $(81)  $(795)  $(83)
Net increase (decrease) in net assets resulting from operations  $149   $(22)  $(537)  $92 
                     
Per share information—basic and diluted                    
Net increase (decrease) in net assets resulting from operations (Earnings per Share)(1)  $0.87   $(0.27)  $(3.14)  $1.13 
Weighted average shares outstanding(1)   171,801,325    81,836,620    171,012,966    81,325,701 

 

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Balance Sheet ($amounts in millions, except per share data)  September 30, 2020     
   (Unaudited)   December 31, 2019 
Assets        
Investments, at fair value          
Non-controlled/unaffiliated investments (amortized cost—$6,862 and $8,004, respectively)  $6,352   $7,670 
Non-controlled/affiliated investments (amortized cost—$425 and $478, respectively)   317    356 
Controlled/affiliated investments (amortized cost—$649 and $559, respectively)   662    565 
Total investments, at fair value (amortized cost—$7,936 and $9,041, respectively)   7,331    8,591 
Cash   134    163 
Foreign currency, at fair value (cost—$6 and $4, respectively)   6    4 
Collateral held at broker for open interest rate swap contracts   54    44 
Due from counterparty       45 
Receivable for investments sold and repaid   110    23 
Income receivable   99    84 
Deferred financing costs   14    12 
Unrealized appreciation on foreign currency forward contracts   0     
Prepaid expenses and other assets   2    4 
Total assets  $7,750   $8,970 
           
Liabilities          
Payable for investments purchased  $32   $37 
Debt (net of deferred financing costs of $0 and $0, respectively)   3,288    3,809 
Stockholder distributions payable   94     
Management fees payable   28    35 
Subordinated income incentive fees payable   22    11 
Administrative services expense payable   2    3 
Interest payable   15    30 
Unrealized depreciation on foreign currency forward contracts   0    1 
Unrealized depreciation on total return swap       4 
Unrealized depreciation on interest rate swaps   54    29 
Other accrued expenses and liabilities   8    15 
Total liabilities   3,543    3,974 
Commitments and contingencies          
           
Stockholders’ equity          
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding        
Common stock, $0.001 par value, 900,000,000 shares authorized, 170,597,301 and 169,594,825 shares issued and outstanding, respectively       1 
Capital in excess of par value   5,842    5,794 
Retained earnings (accumulated deficit)   (1,635)   (799)
Total stockholders’ equity   4,207    4,996 
Total liabilities and stockholders’ equity  $7,750   $8,970 
Net asset value per share of common stock at period end(1)  $24.66   $29.44 

 

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1)

Per share data was derived by using the weighted average shares of FSKR’s common stock outstanding during the applicable period. Per share numbers may not sum due to rounding. Share and per share amounts have been adjusted on a retroactive basis to reflect FSKR’s 4 to 1 reverse split of its shares of common stock (the Reverse Stock Split), which became effective on June 10, 2020.

     
  2)

The per share data for distributions reflects the amount of distributions paid per share of our common stock to stockholders of record during each applicable period. The amount of each per share distribution has been retroactively adjusted to reflect the Reverse Stock Split.

 

  3)

See FSKR’s quarterly report on Form 10-Q for the three months ended September 30, 2020 for a description of FSKR’s investment strategies, including its definition of “direct originations.”

 

  4)

See FSKR’s quarterly report on Form 10-Q for the three months ended September 30, 2020 for important information, including information related to the calculation and definition of weighted average annual yield on accruing debt investments, weighted average annual yield on all debt investments, variable rate debt investments, fixed rate debt investments, other income producing investments and non-income producing investments.

 

  5)

Interest income is recorded on an accrual basis. See FSKR’s quarterly report on Form 10-Q for the three months ended September 30, 2020 for a description of FSKR’s revenue recognition policy.

 

  6) Does not include investments on non-accrual status.
     
  7)

Net debt to equity ratio is debt outstanding, net of cash and foreign currency and net payable/receivable for investments purchased/sold and repaid, divided by net assets.

 

 

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