EX-99.1 2 d532541dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

THL Credit Announces First Quarter 2013 Financial Results

Declares a Dividend of $0.34 Per Share

BOSTON – May 6, 2013 – THL Credit, Inc. (NASDAQ: TCRD) (“THL Credit” or the “Company”), a direct lender to middle market companies, today announced financial results for its fiscal first quarter ended March 31, 2013. Additionally, THL Credit announced that its Board of Directors has declared a second fiscal quarter 2013 dividend of $0.34 per share payable on June 28, 2013, to stockholders of record as of June 14, 2013. This represents an increase of $0.01 per share over the prior quarter’s dividend.

HIGHLIGHTS

 

($ in millions, except per share amounts)

 
     As of
March 31, 2013
       

Portfolio results

    

Total assets

   $ 445.0     

Investment portfolio, at fair value

   $ 431.1     

Net assets

   $ 347.4     

Net asset value per share

   $ 13.20     

Weighted average yield on investments

     13.7  
     Quarter ended
March 31, 2013
    Quarter ended
March 31, 2012
 

Portfolio activity

    

Total investments made, at par

   $ 58.0      $ 36.7   

Number of new portfolio companies

     5        2   

Number of portfolio companies at end of period

     40        26   

Operating results

    

Total investment income

   $ 14.4      $ 10.7   

Net investment income

   $ 7.4      $ 6.2   

Net increase in net assets from operations

   $ 8.6      $ 5.7   

Net investment income per share

   $ 0.28      $ 0.31   

Dividends declared

   $ 0.33      $ 0.29   


“This was another solid quarter for the firm and represents marked progress year-over-year,” said James K. Hunt, chief executive officer of THL Credit. “We are pleased with the five new investments we made this quarter as well as the more limited amount of prepayment activity during the quarter compared to recent quarters. Apart from some regularly scheduled amortization and planned sell down of our holdings in Gold, Inc., we continued with our strategy of prudent and patient growth in the portfolio, which when coupled with increased leverage, we believe will drive earnings growth going forward. Our pipeline, particularly unsponsored transactions, remains active and we have $150 million of borrowing capacity as of March 31, 2013 under our newly upsized and extended credit facility closed in March to fund near term investment opportunities.”

PORTFOLIO AND INVESTMENT ACTIVITY

In the first quarter, THL Credit closed on $58.0 million in five new investment transactions and a small follow-on investment in one existing portfolio company.

Notable activity for the quarter included:

 

 

$12.0 million investment in the senior secured term loan of Embarcadero Technologies, Inc., a provider of database management solutions for companies and independent software developers, headquartered in San Francisco, CA;

 

 

$20.4 million investment in the subordinated term loan of Tri-Starr Management Services, Inc., a distribution, technology and integrated third-party logistics provider, headquartered in Portsmouth, NH;

 

 

$8.1 million investment in the second lien term loan of Connecture, Inc., a provider of web-based health insurance marketplace systems and administration technology for insurance companies, headquartered in Brookfield, WI;

 

 

$10.0 million investment in the subordinated notes of Adirondack Park CLO Ltd., a collateralized loan obligation (“CLO”) managed by GSO;

 

 

$6.9 million investment in the subordinated notes of Sheridan Square CLO Ltd., a CLO managed by GSO; and

 

 

$17.9 million sale of THL Credit’s investment in Gold, Inc. to THL Credit Greenway Fund II LLC and outside investors as anticipated at the time of THL Credit’s initial investment in December 2012.

These transactions bring the total fair value of THL Credit’s investment portfolio to $431.1 million across 40 portfolio companies at the end of the first quarter. As of March 31, 2013, the weighted average yield of the debt and income-producing securities in the investment portfolio at their current cost basis was 13.7 percent. The weighted average yield on the debt investments alone at their current cost basis was 13.6 percent. As of March 31, 2013, no loans were on non-accrual status.

As of March 31, 2013, THL Credit’s investment portfolio at fair value was allocated 26 percent in first lien debt, including unitranche investments, 18 percent in second lien debt, 43 percent in subordinated debt, 11 percent in income-producing securities and 2 percent in equity securities.


This compares to its portfolio as of Dec. 31, 2012, which had a fair value of $394.3 million across 34 companies allocated 26 percent in first lien debt, 18 percent in second lien debt, 47 percent in subordinated debt, 7 percent in income-producing securities and 2 percent in equity securities. The weighted average yield of the debt and income-producing securities in the investment portfolio at their cost basis as of Dec. 31, 2012, was 13.9 percent. The weighted average yield on the debt investments alone at their cost basis as of Dec. 31, 2012, was 13.7 percent.

RESULTS OF OPERATIONS

Investment income

Total investment income for the three months ended March 31, 2013 and 2012 was $14.4 million and $10.7 million, respectively, and consisted of $12.7 million and $9.6 million of interest income on debt securities (which included $1.1 million and $0.8 million, respectively, of PIK interest and $0 and $0.1 million, respectively, of prepayment premiums), $1.2 million and $0.5 million of interest income on income-producing securities and $0.5 million and $0.6 million of other income, respectively, primarily related to fees from THL Credit’s portfolio companies, THL Credit Greenway Fund LLC (“Greenway”) and THL Credit Greenway Fund II LLC (“Greenway II”).

The increase in the investment income compared to the same periods in prior years is due to the growth of THL Credit’s investment portfolio.

Expenses

Expenses for the three months ended March 31, 2013 and 2012 were $7.0 million and $4.6 million, respectively. Base management fees for the same periods were $1.5 million and $1.0 million; incentive fees for the same periods totaled $2.3 million and $1.4 million, which included $0.4 million and ($0.1) million of incentive fee expense (income) related to unrealized appreciation and depreciation on investments; administrator and other expenses for the same periods totaled $1.6 million and $1.5 million; and fees and expenses related to THL Credit’s credit facility for the same periods totaled $1.6 million and $0.7 million, respectively.

The increase in base management fees and incentive fee expense is due to the growth in both the investment portfolio and net investment income. The increase in expenses and fees related to the credit facility is due to the level of borrowings, the increased commitment size of the revolving and term loan credit facilities and one-time amortization expenses related to deferred financing costs associated with an amendment.

Net investment income

Net investment income totaled $7.4 million and $6.2 million, or $0.28 and $0.31 per share based upon weighted average common shares outstanding, for the three months ended March 31, 2013 and 2012, respectively.


The increase in net investment income compared to the same period in the prior year is due to the growth of THL Credit’s investment portfolio.

Net change in unrealized appreciation on investments

For the three months ended March 31, 2013 and 2012, THL Credit’s investment portfolio had a net change in unrealized appreciation of $1.7 million and ($0.5) million, respectively. As of March 31, 2013 and Dec. 31, 2012, net unrealized appreciation on investments was $4.3 million and $2.6 million, respectively.

The net change in unrealized appreciation compared to the same period in the prior year was driven by changes in capital market conditions and in the financial performance of certain portfolio companies.

Provision for taxes on unrealized appreciation on investments

For the three months ended March 31, 2013, the provision for taxes on unrealized appreciation on investments was $0.5 million. There was no provision for taxes on unrealized appreciation on investments for the three months ended March 31, 2012.

Realized and unrealized gain (loss) on interest rate derivative

For the three months ended March 31, 2013, THL Credit’s interest rate derivative agreement, which was entered into on May 10, 2012, had unrealized appreciation of $0.1 million, which was due to capital markets changes impacting interest rate swap spreads. THL Credit also recognized a realized loss related to amounts paid on the interest rate derivative of $0.1 million.

Net increase in net assets resulting from operations

Net increase in net assets resulting from operations totaled $8.6 million and $5.7 million, or $0.33 and $0.28 per share, respectively, for the three months ended March 31, 2013 and 2012, respectively.

This increase in net assets from operations is due to the continued growth in net investment income, which is a result of growing the portfolio and the net change in unrealized appreciation on investments.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2013, THL Credit had cash of $0.8 million.

THL Credit’s liquidity and capital resources are derived from its revolving credit facility, term loan facility, equity raises and cash flows from operations, including investment sales and repayments, and income earned. Its primary use of funds from operations includes making investments in portfolio companies, payment of dividends to stockholders and funding operating expenses it incurs. THL Credit used, and expects to continue to use, these capital resources, together with proceeds from the turnover within the portfolio and from future public and private offerings of securities to finance its investment objectives.


On March 15, 2013, THL Credit closed an additional $50.0 million of commitments to its senior secured revolving loan and term loan credit facilities (the “Credit Facility”), which brings the aggregate size of the Credit Facility to $240.0 million of commitments. At March 31, 2013, THL Credit had $70.0 million in outstanding borrowings on its term loan and $19.9 million outstanding on its revolving credit facility with a weighted average interest rate of 4.05 percent. THL Credit borrowed $87.7 million under its revolving credit facility and increased the size of its term loan facility by $20.0 million for the three months ended March 31, 2013 and repaid $67.9 million on its revolving credit facility with proceeds from the increase in its term loan facility in March 2013, investment sales and income earned.

For the three months ended March 31, 2013, THL Credit’s operating activities used cash of $33.8 million primarily in connection with the purchase of investments, and its financing activities provided cash of $39.9 million from the net proceeds received from net borrowings and used cash of $10.0 million for the payment of dividends to stockholders and financing costs related to the credit facility.

For the three months ended March 31, 2012, THL Credit’s operating activities used cash of $16.1 million primarily in connection with the purchase of investments and used cash of $6.9 million for the payment of dividends to stockholders.

RECENT DEVELOPMENTS

On April 11, 2013, THL Credit received $19.3 million in proceeds in connection with the realization of a subordinated debt investment in one of its portfolio companies, which included a prepayment premium. In addition, THL Credit received $1.2 million in dividend proceeds from its equity holdings in the portfolio company. THL Credit subsequently closed on a $15.0 million second lien investment in the portfolio company on April 19, 2013.

CONFERENCE CALL

THL Credit will host a conference call to discuss these results and its business outlook on May 7, 2013, at 8:30 a.m. Eastern Daylight Time. The conference call will be led by James K. Hunt, chief executive officer, and Terrence W. Olson, chief operating officer and chief financial officer, and W. Hunter Stropp, co-president.

For those wishing to participate by telephone, please dial (877) 375-9141 (domestic) or (253) 237-1151 (international). Use passcode 31523302. THL Credit will also broadcast the conference call live via its website at www.thlcredit.com. Starting approximately two hours after the conclusion of the call, a replay will be available through May 14, 2013, by dialing (855) 859-2056 (domestic) or (404) 537-3406 (international) and entering passcode 31523302. The replay will also be available on the Company’s website.


AVAILABLE INFORMATION

THL Credit’s filings with the Securities and Exchange Commission, press releases, earnings releases, investor presentation and other financial information are available on its website at www.thlcredit.com.


THL CREDIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

 

     March 31, 2013
(unaudited)
    December 31, 2012  

Assets

    

Investments at fair value:

    

Non-controlled, non-affiliated investments (cost of $426,707,073 and $391,698,777, respectively)

   $ 431,046,940      $ 394,339,072   

Non-controlled, affiliated investments (cost of $11,355 and $10,062, respectively)

     11,355        10,062   
  

 

 

   

 

 

 

Total investments at fair value (cost of $426,718,428 and $391,708,839, respectively)

     431,058,295        394,349,134   

Cash

     827,591        4,818,614   

Deferred financing costs

     4,803,052        3,817,044   

Interest receivable

     6,540,028        2,594,082   

Due from affiliate

     657,501        420,301   

Receivable for paydown of investment

     898,674        125,000   

Prepaid expenses and other assets

     174,829        134,319   
  

 

 

   

 

 

 

Total assets

   $ 444,959,970      $ 406,258,494   
  

 

 

   

 

 

 

Liabilities

    

Loans payable

   $ 89,850,000      $ 50,000,000   

Accrued incentive fees

     3,258,933        3,277,937   

Base management fees payable

     1,523,469        1,514,422   

Dividends payable

     —          1,315,760   

Interest rate derivative

     911,473        1,053,221   

Accrued expenses

     713,986        739,149   

Accrued credit facility fees and interest

     272,977        115,013   

Deferred tax liability

     982,436        453,558   

Accrued administrator expenses

     8,454        304,491   

Due to affiliate

     23,186        —     
  

 

 

   

 

 

 

Total liabilities

     97,544,914        58,773,551   

Net Assets

    

Preferred stock, par value $0.001 per share, 100,000,000 preferred shares authorized, no preferred shares issued and outstanding

     —          —     

Common stock, par value $0.001 per share, 100,000,000 common shares authorized, 26,315,202 shares issued and outstanding at March 31, 2013 and December 31, 2012

     26,315        26,315   

Paid-in capital in excess of par

     343,722,878        343,722,878   

Net unrealized appreciation on investments, net of provision for taxes

     3,357,432        2,186,737   

Net unrealized depreciation on interest rate derivative

     (911,473     (1,053,221

Interest rate derivative periodic interest payments, net

     (283,644     (179,581

Accumulated net realized gain

     348,548        348,548   

Accumulated undistributed net investment income

     1,155,000        2,433,267   
  

 

 

   

 

 

 

Total net assets

     347,415,056        347,484,943   
  

 

 

   

 

 

 

Total liabilities and net assets

   $ 444,959,970      $ 406,258,494   
  

 

 

   

 

 

 

Net asset value per share

   $ 13.20      $ 13.20   
  

 

 

   

 

 

 


THL CREDIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

     For the three months ended March 31,  
     2013     2012  

Investment Income:

    

From non-controlled, non-affiliated investments:

    

Interest income

   $ 13,889,640      $ 10,150,323   

Other income

     34,630        68,934   

From non-controlled, affiliated investments:

    

Other income

     498,363        530,334   
  

 

 

   

 

 

 

Total investment income

     14,422,633        10,749,591   

Expenses:

    

Incentive fee

     2,311,768        1,426,248   

Base management fees

     1,523,469        1,039,310   

Credit facility interest and fees

     1,094,206        452,833   

Administrator expenses

     888,910        823,892   

Amortization of deferred financing costs

     495,942        211,630   

Other general and administrative expenses

     235,636        177,327   

Professional fees

     226,917        205,678   

Directors’ fees

     127,375        134,875   

Insurance expenses

     112,660        105,810   
  

 

 

   

 

 

 

Total operating expenses

     7,016,883        4,577,603   
  

 

 

   

 

 

 

Net investment income

     7,405,750        6,171,988   

Interest rate derivative periodic interest payments, net

     (104,063     —     

Net change in unrealized appreciation on:

    

Non-controlled, non-affiliated investments

     1,699,573        (465,010

Non-controlled, affiliated investments

     —          (632
  

 

 

   

 

 

 

Net change in unrealized appreciation

     1,699,573        (465,642
  

 

 

   

 

 

 

Provision for taxes on unrealized appreciation on investments

     (528,878     —     

Net change in unrealized depreciation on interest rate derivative

     141,748        —     
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

   $ 8,614,130      $ 5,706,346   
  

 

 

   

 

 

 

Net investment income per common share:

    

Basic and diluted

   $ 0.28      $ 0.31   

Net increase in net assets resulting from operations per common share:

    

Basic and diluted

   $ 0.33      $ 0.28   

Weighted average shares of common stock outstanding:

    

Basic and diluted

     26,315,202        20,220,200   


ABOUT THL CREDIT

THL Credit is an externally-managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (BDC) under the Investment Company Act of 1940. THL Credit’s investment objective is to generate both current income and capital appreciation, primarily through investments in privately negotiated debt and equity securities of middle market companies.

THL Credit is headquartered in Boston, with additional investment teams in Los Angeles, New York and Houston. THL Credit is a direct lender to middle market companies and invests in subordinated, or mezzanine, debt and second lien secured debt, which may include an associated equity component such as warrants, preferred stock or other similar securities. THL Credit also selectively invests in first lien secured loans that generally have structures with higher interest rates, which include unitranche investments, or loan structures that combine characteristics of traditional first lien senior secured loans as well as second lien and subordinated loans. In certain instances THL Credit will also make direct equity investments, including equity investments into or through funds, and may also selectively invest in more broadly syndicated first lien secured loans from time to time. THL Credit’s investment activities are managed by THL Credit Advisors LLC, an investment adviser registered under the Investment Advisers Act of 1940.

FORWARD-LOOKING STATEMENTS

Statements made in this press release may constitute forward-looking statements. Such statements reflect various assumptions by THL Credit concerning anticipated results and are not guarantees of future performance. The accuracy of such statements involves known and unknown risks, uncertainties and other factors that, in some ways, are beyond management’s control, including the factors described from time to time in filings by THL Credit with the Securities and Exchange Commission. THL Credit undertakes no duty to update any forward-looking statements made herein. All forward-looking statements speak only as of the date of this press release.

Investor Contact:

THL Credit, Inc.

Terrence W. Olson, COO & CFO

800-450-4424

Media Contact:

Sard Verbinnen & Co

Matt Benson

212-687-8080

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