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Section 1: 8-K (8-K)

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

  

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

 

November 2, 2017

 

TICC CAPITAL CORP.

(Exact name of registrant as specified in its charter)

 

Maryland 000-50398 20-0188736
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation)    

 

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (203) 983-5275

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

   

 

 

Item 2.02 Results of Operations and Financial Condition

 

On November 2, 2017, TICC Capital Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2017. The text of the press release is included as an exhibit to this Form 8-K. Additionally, on November 2, 2017, the Company made available on its website, www.ticc.com, supplemental investor information with respect to the earnings release.

 

The information in this Current Report, including the Exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

 

Item 9.01 Financial Statements and Exhibits.

 

(a)Not applicable.

 

(b)Not applicable.

 

(c)Not applicable.

 

(d)Exhibits.

 

Exhibit No.   Description
     
99.1   Press release dated November 2, 2017

 

   

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:    November 2, 2017 TICC CAPITAL CORP.
   
  By: /s/ Saul B. Rosenthal
    Saul B. Rosenthal
    President

 

   

 

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Section 2: EX-99.1 (PRESS RELEASE)

  

Exhibit 99.1

 

TICC Announces Results of Operations for the Quarter Ended September 30, 2017 and

 

Announces Quarterly Distribution of $0.20 per Share

 

GREENWICH, CT – 11/02/2017 – TICC Capital Corp. (NasdaqGS: TICC) (“TICC,” the “Company,” “we,” “us” or “our”) announced today its financial results for the quarter ended September 30, 2017, and announced a distribution of $0.20 per share for the fourth quarter of 2017.

 

·As of September 30, 2017, net asset value per share was $7.43 compared with the net asset value per share as of June 30, 2017 of $7.51.

 

·For the quarter ended September 30, 2017 we recorded net investment income of approximately $6.8 million, or approximately $0.13 per share. In the third quarter, we recorded net realized losses of approximately $3.3 million (including a $2.2 million realized loss on the extinguishment of debt resulting from the repayment of the TICC CLO 2012-1 LLC secured notes), and net unrealized appreciation of approximately $2.6 million. In total we had a net increase in net assets from operations of approximately $6.0 million, or approximately $0.12 per share.

 

·Our core net investment income (“Core NII”) for the quarter ended September 30, 2017 was approximately $0.13 per share.

 

oCore NII represents net investment income adjusted for additional cash distributions received, or entitled to be received (if any, in either case), on our collateralized loan obligation (“CLO”) equity investments and also excludes any capital gains incentive fees we recognize but have no obligation to pay in any period. (See additional information under “Supplemental Information Regarding Core Net Investment Income” below).

 

oWhile our experience has been that cash flow distributions have historically represented useful indicators of our CLO equity investments’ annual taxable income during certain periods, we believe that current and future cash flow distributions may represent less accurate indicators of taxable income with respect to our CLO equity investments than they have in the past. Accordingly, our taxable income may be materially different than either GAAP NII or Core NII.

 

·Total investment income for the third quarter of 2017 amounted to approximately $14.5 million, which represents a decrease of approximately $2.5 million from the second quarter of 2017.

 

oFor the quarter ended September 30, 2017, we recorded investment income from our portfolio as follows:

 

·approximately $5.4 million from our debt investments,

 

·approximately $8.1 million from our CLO equity investments, and

 

·approximately $1.0 million from all other sources.

 

·Our total expenses for the quarter ended September 30, 2017 were approximately $7.7 million, down by approximately $1.2 million compared to the second quarter of 2017. The primary driver of that decrease was lower interest expense for the quarter on our outstanding debt.

 

·Our weighted average credit rating on a fair value basis was 2.2 at the end of the third quarter of 2017 (compared to 2.2 at the end of the second quarter of 2017).

 

·Our board of directors has declared the following distribution on our common stock:

 

Quarter Ending  Record Date  Payment Date  Amount Per Share 
December 31, 2017  December 15, 2017  December 29, 2017  $0.20 

 

·During the third quarter of 2017:

 

oWe made investments of approximately $31.2 million, consisting of approximately $16.9 million in corporate loan investments and approximately $14.3 million in CLO investments. We received proceeds of approximately $12.5 million from sales of our CLO equity investments.

 

oWe received or were entitled to receive proceeds of approximately $50.3 million from repayments, sales and amortization payments on our corporate loan and CLO debt investments. A portion of those proceeds along with a portion of prior quarter repayments, sales and amortization payments were applied towards an approximately $73.4 million full redemption of the remaining TICC CLO 2012-1 LLC secured notes (classes A-1, B-1, C-1, D-1) outstanding.

 

   

 

 

·As of September 30, 2017, the weighted average yield of our debt investments at current cost was approximately 9.5%, compared with 9.5% as of June 30, 2017.

 

·As of September 30, 2017, the weighted average effective yield of our CLO equity investments at current cost was approximately 15.9%, compared with 18.4% as of June 30, 2017.

 

·As of September 30, 2017, the weighted average cash distribution yield of our CLO equity investments at current cost was approximately 17.5%, compared with 25.6% as of June 30, 2017. The decreased yield as of September 30, 2017 was principally related to certain one-time expenses associated with CLO refinancings as well as lower weighted average spreads on loan assets within CLOs generally.

 

·At September 30, 2017, we had no investments on non-accrual status.

 

·On November 1, 2017, our convertible notes matured and were repaid in full (representing a repayment of approximately $94.5 million) in accordance with their terms.

 

Supplemental Information Regarding Core Net Investment Income

 

On a supplemental basis, we provide information relating to core net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income determined in accordance with GAAP. Our non-GAAP measures may differ from similar measures by other companies, even if similar terms are used to identify such measures. Core net investment income represents net investment income adjusted for additional cash distributions received, or entitled to be received (if any, in either case), on our CLO equity investments (excluding those cash distributions believed to represent a return of capital) and also excludes any capital gains incentive fees we recognize but have no obligation to pay in any period. The Company did not recognize any capital gains incentive fees for the quarter ended September 30, 2017.

 

Income from investments in the “equity” class securities of CLO vehicles, for GAAP purposes, is recorded using the effective interest method based upon an effective yield to the expected redemption utilizing estimated cash flows compared to the cost, resulting in an effective yield for the investment; the difference between the actual cash received or distributions entitled to be received and the effective yield calculation is an adjustment to cost. Accordingly, investment income recognized on CLO equity securities in the GAAP statement of operations differs from the cash distributions actually received by us during the period (referred to below as “CLO equity additional distributions”).

 

Further, in order to continue to qualify to be taxed as a regulated investment company (“RIC”), we are required, among other things, to distribute at least 90% of our investment company taxable income annually. Therefore, core net investment income may provide a better indication of estimated taxable income for a reporting period than does GAAP net investment income, although we can offer no assurance that will be the case as the ultimate tax character of our earnings cannot be determined until tax returns are prepared after the end of a fiscal year. We note that these non-GAAP measures may not be useful indicators of taxable earnings, particularly during periods of market disruption and volatility and our taxable income may differ materially from our core net investment income.

 

The following table provides a reconciliation of net investment income to core net investment income for the three months ended September 30, 2017 and September 30, 2016:

 

   Three Months Ended
September 30, 2017
   Three Months Ended
September 30, 2016
 
   Amount   Per Share
Amounts
   Amount   Per Share
Amounts
 
Net investment income  $6,767,753   $0.131   $6,539,020   $0.127 
CLO equity additional distributions   47,456    0.001    9,359,695    0.182 
Core net investment income  $6,815,209   $0.132   $15,898,715   $0.309 

 

We will host a conference call to discuss our third quarter results today, Thursday, November 2, 2017 at 10:00 AM ET. Please call 1-888-339-0740 to participate. A replay of the conference call will be available for approximately 30 days. The replay number is 1-877-344-7529, and the replay passcode is 10113824.

 

A presentation containing further detail regarding our quarterly results of operations has been posted under the Investor Relations section of our website at www.ticc.com.

 

   

 

 

The following financial statements are unaudited and without footnotes. Readers who would like additional information should obtain our Form 10-Q for the period ended September 30, 2017, and subsequent reports on Form 10-Q as they are filed.

 

TICC CAPITAL CORP.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(unaudited)

  

   September 30, 2017   December 31, 2016 
ASSETS          
Non-affiliated/non-control investments (cost: $432,803,519 @ 9/30/17; $616,542,612 @ 12/31/16)  $406,516,270   $578,297,069 
Affiliated investments (cost: $9,812,378 @ 9/30/17; $7,497,229 @ 12/31/16)   15,214,283    11,626,007 
Cash and cash equivalents   119,601,494    8,261,698 
Restricted cash       3,451,636 
Interest and distributions receivable   4,562,096    9,682,672 
Securities sold not settled   2,950,000    7,406 
Other assets   1,516,032    1,130,018 
Total assets  $550,360,175   $612,456,506 
           
LIABILITIES          
Accrued interest payable  $2,966,060   $1,731,111 
Base management fee and net investment income incentive fee payable to affiliate   2,571,494    3,673,381 
Securities purchased not settled   5,015,000     
Accrued expenses   759,194    1,089,043 
Notes payable – TICC CLO 2012-1 LLC, net of discount and deferred issuance costs       125,853,720 
Convertible senior notes payable due 2017, net of deferred issuance costs   94,497,384    94,116,753 
6.50% unsecured notes due 2024, net of deferred issuance costs   62,258,316     
Total liabilities   168,067,448    226,464,008 
           
COMMITMENTS AND CONTINGENCIES (Note 13)          
           
NET ASSETS          
Common stock, $0.01 par value, 100,000,000 shares authorized; 51,479,409 and 51,479,409 shares issued and outstanding, respectively   514,794    514,794 
Capital in excess of par value   558,822,643    558,822,643 
Net unrealized depreciation on investments   (20,885,344)   (34,116,765)
Accumulated net realized losses   (107,505,733)   (98,364,284)
Distributions in excess of net investment income   (48,653,633)   (40,863,890)
Total net assets   382,292,727    385,992,498 
Total liabilities and net assets  $550,360,175   $612,456,506 
Net asset value per common share  $7.43   $7.50 

  

   

 

 

TICC CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

 

   Three Months
Ended
September 30,
2017
   Three Months
Ended
September 30,
2016
   Nine Months
Ended
September 30,
2017
   Nine Months
Ended
September 30,
2016
 
INVESTMENT INCOME                    
From non-affiliated/non-control investments:                    
Interest income – debt investments  $5,306,698   $8,570,131   $19,096,102   $25,405,967 
Income from securitization vehicles and investments   8,086,059    8,635,834    26,081,676    22,538,250 
Commitment, amendment fee income and other income   1,007,230    805,128    2,517,401    1,654,954 
Total investment income from non-affiliated/non-control investments   14,399,987    18,011,093    47,695,179    49,599,171 
From affiliated investments:                    
Interest income – debt investments   97,710    84,699    280,151    244,411 
Total investment income from affiliated investments   97,710    84,699    280,151    244,411 
From control investments:                    
Interest income – debt investments               567,219 
Total investment income from control investments               567,219 
Total investment income   14,497,697    18,095,792    47,975,330    50,410,801 
                     
OPERATING EXPENSES                    
Compensation expense   237,686    189,205    676,059    609,345 
Base management fee   2,004,391    2,630,334    6,456,566    8,747,819 
Professional fees   720,500    2,157,751    2,062,734    5,365,284 
Interest expense   3,701,533    4,407,246    11,135,451    13,200,127 
General and administrative   501,464    1,749,408    1,718,627    3,439,292 
Total operating expenses before incentive fee   7,165,574    11,133,944    22,049,437    31,361,867 
Net investment income incentive fee   564,370    422,828    2,827,991    1,666,594 
Total operating expenses   7,729,944    11,556,772    24,877,428    33,028,461 
Net investment income   6,767,753    6,539,020    23,097,902    17,382,340 
                     
Net change in unrealized appreciation/(depreciation) on investments                    
Non-Affiliate/non-control investments   1,884,023    39,813,458    12,643,254    60,144,518 
Affiliated investments   666,278    2,520,646    588,167    4,623,812 
Control investments               5,750,000 
Total net change in unrealized appreciation/(depreciation) on investments   2,550,301    42,334,104    13,231,421    70,518,330 
Net realized losses                    
Non-Affiliated/non-control investments   (1,066,399)   (5,312,519)   (5,992,111)   (10,190,122)
Control investments               (3,000,000)
Extinguishment of debt   (2,235,636)   (647,842)   (3,149,338)   (647,842)
Total net realized losses   (3,302,035)   (5,960,361)   (9,141,449)   (13,837,964)
Net increase in net assets resulting from operations  $6,016,019   $42,912,763   $27,187,874   $74,062,706 
                     
Net increase in net assets resulting from net investment income per common share:                    
Basic  $0.13   $0.13   $0.45   $0.33 
Diluted  $0.13   $0.13   $0.45   $0.33 
                     
Net increase in net assets resulting from operations per common share:                    
Basic  $0.12   $0.83   $0.53   $1.42 
Diluted  $0.12   $0.72   $0.53   $1.28 
                     
Weighted average shares of common stock outstanding:                    
Basic   51,479,409    51,479,409    51,479,409    51,985,537 
Diluted   59,727,707    61,512,561    59,727,707    62,018,689 
Distributions per share  $0.20   $0.29   $0.60   $0.87 

 

   

 

 

TICC CAPITAL CORP.

 

FINANCIAL HIGHLIGHTS - UNAUDITED

 

Per Share Data  Three Months Ended
September 30, 2017
   Three Months Ended
September 30, 2016
   Nine Months Ended
September 30, 2017
   Nine Months Ended
September 30, 2016
 
Net asset value as of beginning of period  $7.51   $6.54   $7.50   $6.40 
Net investment income(1)   0.13    0.13    0.45    0.33 
Net realized and unrealized (losses) gains(2)   (0.01)   0.70    0.08    1.10 
Net change in net asset value from operations(2)   0.12    0.83    0.53    1.43 
Distributions per share from net investment income   (0.20)   (0.29)   (0.60)   (0.87)
Distributions based on weighted average share impact               0.01 
Total distributions(3)   (0.20)   (0.29)   (0.60)   (0.86)
Effect of shares repurchased, gross               0.11 
Net asset value at end of period  $7.43   $7.08   $7.43   $7.08 
Per share market value at beginning of period  $6.34   $5.27   $6.61   $6.08 
Per share market value at end of period  $6.85   $5.82   $6.85   $5.82 
Total return(4)   11.20%   15.94%   13.00%   12.43%
Shares outstanding at end of period   51,479,409    51,479,409    51,479,409    51,479,409 
                     
Ratios/Supplemental Data                    
Net assets at end of period (000’s)  $382,293   $364,622   $382,293   $364,622 
Average net assets (000’s)   384,433    350,631    386,146    332,591 
Ratio of operating expenses to average net assets(5)   8.04%   13.18%   8.59%   13.24%
Ratio of net investment income to average net   assets(5)   7.04%   7.46%   7.98%   6.97%
Portfolio turnover rate(6)   6.52%   9.42%   32.3%   22.92%

 

 
(1)Represents per share net investment income for the period, based upon average shares outstanding.
(2)Net realized and unrealized capital gains include rounding adjustments to reconcile change in net asset value per share.
(3)Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. The ultimate tax character of our earnings cannot be determined until tax returns are prepared after the end of a fiscal year.
(4)Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming distribution reinvestment prices obtained under the Company’s distribution reinvestment plan, excluding any discounts. Total return is not annualized.
(5)Annualized.
(6)Portfolio turnover rate is calculated using the lesser of year-to-date cash investment sales and debt repayments or year-to-date cash investment purchases over the average of total investments at fair value.

 

   

 

 

The following table provides supplemental performance ratios (annualized) measured for the three and nine months ended September 30, 2017 and 2016:

 

   Three Months Ended
September 30, 2017
   Three Months Ended
September 30, 2016
   Nine Months Ended
September 30, 2017
   Nine Months Ended
September 30, 2016
 
Ratio of operating expenses to average net assets:                    
Operating expenses before incentive fees   7.46%   12.70%   7.61%   12.57%
Net investment income incentive fees   0.59%   0.48%   0.98%   0.67%
Ratio of expenses, excluding interest expense   4.19%   8.16%   4.74%   7.95%

 

About TICC Capital Corp.
TICC Capital Corp. is a publicly-traded business development company principally engaged in providing capital to established businesses, investing in syndicated bank loans and purchasing debt and equity tranches of collateralized loan obligation vehicles.

  

Forward-Looking Statements
This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events, except as may be required by law.

  

Contact:

Bruce Rubin

203-983-5280

 

   

 

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