Attached files

file filename
EX-10.3 - PLEDGE AGREEMENT, DATED AS OF AUGUST 23, 2021 - Investcorp Credit Management BDC, Inc.d222182dex103.htm
EX-10.2 - SALE AND CONTRIBUTION AGREEMENT - Investcorp Credit Management BDC, Inc.d222182dex102.htm
EX-10.1 - LOAN, SECURITY AND INVESTMENT MANAGEMENT AGREEMENT - Investcorp Credit Management BDC, Inc.d222182dex101.htm
8-K - INVESTCORP CREDIT MANAGEMENT BDC, INC. - Investcorp Credit Management BDC, Inc.d222182d8k.htm

Exhibit 99.1

Investcorp Credit Management BDC, Inc. Announces Preliminary Financial Results for the Quarter Ended June 30, 2021 and Quarterly Distribution

Investcorp Credit Management BDC, Inc. (NASDAQ: ICMB) (“ICMB” or the “Company”) announced its preliminary financial results today for its fiscal fourth quarter ended June 30, 2021.

HIGHLIGHTS

 

 

On August 25, 2021, the Company’s Board declared a distribution for the quarter ending September 30, 2021 of $0.15 per share, payable on October 14, 2021, to stockholders of record as of September 24, 2021.

 

ICMB made five investments in new portfolio companies and one investment in an existing portfolio company. These investments totaled $43.4 million. The weighted average yield of debt investments made in the quarter was 10.32%.

 

ICMB fully realized six investments during the quarter, totaling $30.9 million, and received additional partial repayments totaling $6.2 million.

 

The weighted average yield on debt investments, at cost, decreased 73 basis points to 8.04%, compared to 8.77% as of March 31, 2021.

 

Net asset value (“NAV”) decreased $1.01 per share to $6.92, compared to $7.93 as of March 31, 2021. Net assets decreased by $13.9 million or 12.64% for the quarter ended March 31, 2021.

 

On April 25, 2021, the Company redeemed the $51.4 million principal amount of the 2023 Notes with an interest rate of 6.125% at 100% of their principal amount, plus the accrued and unpaid interest.

 

Portfolio results, as of June 30, 2021:

  

Total assets

     $267.7mm  

Investment portfolio, at fair value

     $245.9mm  

Net assets

     $96.4mm  

Weighted average yield on debt investments, at cost

     8.04%  

Net asset value per share

     $6.92  

Portfolio activity in the current quarter:

  

Number of new investments

     6  

Total capital invested

     $43.4mm  

Proceeds from repayments, sales, and amortization

     $37.1mm

Number of portfolio companies, end of period

     36  

Net investment income (NII)

     $1.5mm  

Net investment income per share

     $0.11  

Net decrease in net assets from operations

     $11.9mm  

Net decrease in net assets from operations per share

     $0.85  

Quarterly per share distribution paid on July 9, 2021

     $0.15  

The Company is in the process of finalizing its financial results for the fourth quarter and fiscal year ended June 30, 2021. The Company anticipates filing its annual report on Form 10-K for the fiscal year ended June 30, 2021 in mid-September 2021 with an accompanying investor conference call to follow shortly thereafter. See “Preliminary Financial Results” below for additional information.

Mr. Michael C. Mauer, the Company’s Chief Executive Officer, said “During the quarter we saw many developments in our portfolio. Several investments have continued to show improvement in this COVID environment, some have been significantly monetized or repaid over the past several quarters and two of our investments, 1888 Industrial Services, LLC and American Teleconferencing Services, Ltd. (d/b/a/ Premiere Global Services, Inc.), have experienced significant declines in value. At this point we believe the portfolio is positioned for further recovery over the next 6-18 months. We are now focused on portfolio rotation and managing the leverage on the portfolio.”


The Company’s dividend framework provides a quarterly base dividend and may be supplemented (when available) by additional dividends determined by the net investment income during the quarter.

On August 25, 2021, the Company’s Board of Directors (the “Board”) declared a distribution for the quarter ending September 30, 2021 of $0.15 per share, payable on October 14, 2021, to stockholders of record as of September 24, 2021.

This distribution represents a 9.60% yield on the Company’s $6.25 share price as of market close on August 24, 2021. Distributions may include net investment income, capital gains and/or return of capital, however, the Company does not expect these distributions to be comprised of a return of capital. The tax status of distributions will be determined at the end of the taxable year.

Portfolio and Investment Activities

During the quarter, the Company made five investments in new portfolio companies and one investment in an existing portfolio company. The aggregate capital invested during the quarter totaled $43.4 million, at cost, and the debt investments were made at a weighted average yield of 10.32%.

The Company received proceeds of $37.1 million from repayments, sales and amortization during the quarter, primarily related to the realizations of GEE Group, Inc., Alta Equipment Group, Inc, Exela Intermedia LLC (First Lien Term Loan and Bond), and ACProducts, Inc.

The Company’s realized and unrealized gains and losses accounted for a decrease in the Company’s net investments of $1.5 million, or $0.11 per share. The total net decrease in net assets resulting from operations for the quarter was $11.9 million, or $0.85 per share.

As of June 30, 2021, the Company’s investment portfolio consisted of investments in 36 portfolio companies, of which 93.7% were first lien investments, 2.5% were second lien investments, and 3.8% were equity, warrants, and other investments. The Company’s debt portfolio consisted of 96.1% floating rate investments and 3.9% fixed rate investments.

COVID-19 Developments

During the year ended June 30, 2021, the Company’s portfolio was negatively affected by the economic uncertainty caused by the novel coronavirus (“COVID-19”) pandemic. The Company has closely monitored its portfolio companies throughout this period, including assessing portfolio companies’ operational and liquidity exposure and outlook, and continues to assess the impact of the COVID-19 pandemic on its portfolio companies. For additional information about the COVID-19 pandemic and its potential impact on the Company’s results of operations and financial condition, please refer to the disclosure in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2021, which we expect to file in mid-September 2021.

Capital Resources

As of June 30, 2021, the Company had $12.6 million in cash, of which $6.8 million was in restricted cash and $20.0 million of capacity under its revolving credit facility with UBS AG, London Branch.

On April 25, 2021, the Company redeemed in full all $51,375,000 in aggregate principal amount of its 6.125% notes due 2023 (the “2023 Notes”) at 100% of their principal amount ($25 per 2023 Note), plus the accrued and unpaid interest thereon from April 1, 2021, through, but excluding, April 25, 2021.

Subsequent Events

Subsequent to June 30, 2021 and through August 25 2021, the Company invested $15.2 million in one new portfolio company and two existing portfolio companies and received $7.2 million in repayments. As of August 25, 2021, the Company had 36 portfolio companies.

 

2


On August 23, 2021, the Company, through a wholly-owned special purpose vehicle, entered into a 5-year, $115 million senior secured revolving credit facility (the “New Revolving Financing”) with Capital One, N.A. (“Capital One”), which is secured by collateral consisting primarily of loans in the Company’s investment portfolio. The New Revolving Financing, which will expire on August 22, 2026 (the “Maturity Date”), features a 3-year reinvestment period and a 2-year amortization period.

Borrowings under the New Revolving Financing will generally bear interest at a rate per annum equal to LIBOR plus 2.35%. Default interest rate will be equal to the interest rate then in effect plus 2.00%. The New Revolving Financing requires the payment of (A) an upfront fee of 1.125% of the New Revolving Financing at the closing, and (B) an unused fee of (i) 0.75% annually for any undrawn amounts below 50% of the New Revolving Financing, (ii) 0.50% annually for any undrawn amounts between 50% and 75% of the New Revolving Financing, and (iii) 0.25% annually for any undrawn amounts above 75% of the New Revolving Financing. Borrowings under the New Revolving Financing are based on a borrowing base. The New Revolving Financing generally requires payment of interest and fees on a quarterly basis. All outstanding principal is due on the Maturity Date. The New Revolving Financing also requires mandatory prepayment of interest and principal upon certain events.

Preliminary Financial Results

The preliminary financial results and estimates contained in this release are based on current estimates and remain subject to change. The Company and its external auditors have not completed their normal closing and related audit procedures. There can be no assurance that final results for the quarter will not differ from the preliminary results and estimates, including as a result of year-end closing procedures or audit adjustments. In addition, these preliminary results should not be viewed as a substitute for full financial statements prepared in accordance with GAAP that have been audited by the Company’s external auditors.

 

3


Investcorp Credit Management BDC, Inc. and Subsidiaries

Consolidated Statements of Assets and Liabilities

 

 

 

          June 30, 2021          
        (Unaudited)         June 30, 2020  

Assets

       

Non-controlled, non-affiliated investments, at fair value (amortized cost of $297,797,756 and $316,924,638, respectively)

  $     245,855,620     $     270,621,709  

Cash

      5,845,249         14,876,444  

Cash, restricted

      6,759,954         5,417,118  

Receivable for investments sold

      5,875,293         1,576,730  

Interest receivable

      2,501,591         2,301,641  

Payment-in-kind interest receivable

      41,747         514,643  

Other receivables

      427,208         1,135,563  

Prepaid expenses and other assets

      376,197         350,661  
   

 

 

 

   

 

 

 

Total Assets

  $           267,682,859       $           296,794,509    
   

 

 

 

   

 

 

 

Liabilities

       

Notes payable:

       

Term loan

  $     102,000,000     $     102,000,000  

Revolving credit facility

      -             30,000,000  

2023 Notes payable

      -             51,375,000  

2026 Notes payable

      65,000,000         -      

Deferred debt issuance costs

      (1,235,000       (1,042,497

Unamortized discount

      (337,773       -      
   

 

 

 

   

 

 

 

Notes payable, net

      165,427,227         182,332,503  

Dividend payable

      2,088,265         2,499,360  

Income-based incentive fees payable

      647,885         707,796  

Base management fees payable

      1,070,580         1,196,937  

Interest payable

      949,360         1,000,452  

Directors’ fees payable

      28,859         24,559  

Accrued expenses and other liabilities

      1,114,834         907,907  
   

 

 

 

   

 

 

 

Total Liabilities

      171,327,010         188,669,514  

Commitments and Contingencies (Note 6)

       

Net Assets

       

Common stock, par value $0.001 per share (100,000,000 shares authorized, 13,921,767 and 13,885,335 shares issued and outstanding, respectively)

      13,922         13,885  

Additional paid-in capital

      200,657,892         200,779,949  

Distributable earnings (loss)

      (104,315,965       (92,668,839
   

 

 

 

   

 

 

 

Total Net Assets

      96,355,849         108,124,995  
   

 

 

 

   

 

 

 

Total Liabilities and Net Assets

  $     267,682,859     $     296,794,509  
   

 

 

 

   

 

 

 

Net Asset Value Per Share

  $     6.92     $     7.79  

 

4


Investcorp Credit Management BDC, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)

 

 

 

         2021        2020        2019

Investment Income:

           

Interest income

  $     22,813,597     $     28,485,264     $     32,591,488  

Payment in-kind interest income

      2,490,026         4,629,033         953,928  

Other fee income

      1,385,352         1,346,307         718,548  
   

 

 

 

   

 

 

 

   

 

 

 

Total investment income

      26,688,975         34,460,604         34,397,822  

Expenses:

           

Interest expense

      7,376,856         9,535,751         8,866,796  

Base management fees

      4,716,233         5,385,814         5,436,135  

Income-based incentive fees

      -             832,472         1,720,707  

Provision for tax expense

      268,992         144,709         158,028  

Professional fees

      1,514,186         1,530,314         1,130,816  

Allocation of administrative costs from advisor

      1,397,069         1,402,422         1,354,247  

Amortization of deferred debt issuance costs

      -             135,262         781,508  

Insurance expense

      454,324         375,753         336,629  

Directors’ fees

      312,500         270,000         405,000  

Custodian and administrator fees

      333,168         373,034         285,799  

Offering expense

      1,107,497         433,089         207,000  

Other expenses

      473,385         483,488         719,547  
   

 

 

 

   

 

 

 

   

 

 

 

Total expenses

      17,954,210         20,902,108         21,402,212  

Waiver of base management fees

      (366,951       (269,815       -      

Waiver of income-based incentive fees

      -             (336,971       (503,229
   

 

 

 

   

 

 

 

   

 

 

 

Net expenses

          17,587,259             20,295,322             20,898,983  
   

 

 

 

   

 

 

 

   

 

 

 

Net investment income

      9,101,716         14,165,282         13,498,839  

Net realized and unrealized gain/(loss) on investments:

           

Net realized gain (loss) from investments

      (5,776,334       (7,632,194       (21,982,973

Net change in unrealized appreciation (depreciation) in value of investments

      (5,639,207       (31,189,563       (6,058,095
   

 

 

 

   

 

 

 

   

 

 

 

Total realized and unrealized gain (loss) on investments

      (11,415,541       (38,821,757       (28,041,068
   

 

 

 

   

 

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

  $     (2,313,825 )     $     (24,656,475 )     $     (14,542,229 )  
   

 

 

 

   

 

 

 

   

 

 

 

Basic and diluted:

           

Net investment income per share

  $     0.65     $     1.03     $     0.99  

Earnings per share

  $     (0.17   $     (1.79   $     (1.07

Weighted average shares of common stock outstanding

      13,908,612         13,741,743         13,630,661  

Distributions paid per common share

  $     0.69     $     0.93     $     1.00  

 

5


About Investcorp Credit Management BDC, Inc.

The Company is an externally-managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation through debt and related equity investments by targeting investment opportunities with favorable risk-adjusted returns. The Company seeks to invest primarily in middle-market companies that have annual revenues of at least $50mm and earnings before interest, taxes, depreciation and amortization of at least $15mm. The Company’s investment activities are managed by its investment adviser, CM Investment Partners LLC. To learn more about Investcorp Credit Management BDC, Inc., please visit www.icmbdc.com.

Forward-Looking Statements

Statements included herein in this press release may contain “forward-looking statements,” which relate to future performance or financial condition, are based upon current expectations and are inherently uncertain, and are subject to the completion of the Company’s quarterly and year-end closing and related audit procedures. Any such statements, other than statements of historical fact, are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under the Company’s control and including the impact of COVID-19 and related changes in base interest rates and significant market volatility on our business, our portfolio companies, our industry and the global economy, and that the Company may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of assumptions, risks and uncertainties, which change over time. Actual results may differ materially from those anticipated in any forward-looking statements as a result of a number of factors, including those described from time to time in filings by the Company with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release. The Company undertakes no duty to update any forward-looking statement made herein except as required by law.

Contacts

Investcorp Credit Management BDC, Inc.

Investor Relations

Email: icmbinvestorrelations@investcorp.com

Phone: 212-257-5182

 

6