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Section 1: 8-K (8-K)

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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 8, 2017
______________________________
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American Capital Senior Floating, Ltd.
(Exact name of registrant as specified in its charter)
 
MARYLAND
814-01025
46-1996220
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
245 Park Avenue, 42nd Floor, New York, NY 10167
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (212) 750-7300
N/A
(Former name or former address, if changed since last report)
_______________________________

Check the appropriate box below if the Form 8-K filing 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(b) 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 as defined in Rule 405 of the
Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company [ x]

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 8, 2017, American Capital Senior Floating, Ltd., issued a press release announcing its financial results for the quarter ended September 30, 2017. The text of the press release is included as Exhibit 99.1 to this Form 8-K. The information disclosed under this item 2.02, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (the “Act”), except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

On November 8, 2017, American Capital Senior Floating, Ltd. issued a press release, included herewith as Exhibit 99.1, announcing the declaration of monthly cash dividends of $0.097 per share for each of November and December of 2017 and January of 2018.

The information disclosed under this item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in any filing under the Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits

Exhibit No.
Description
99.1
Press Release dated November 8, 2017







Exhibit Index
Exhibit Number
Description
Press Release, dated November 8, 2017

SIGNATURE
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.
 
 
 
 
 
 
Dated: November 8, 2017
 
 
 
AMERICAN CAPITAL SENIOR FLOATING, LTD.
 
 
 
 
 
/s/ PENNI F. ROLL
 
 
Penni F. Roll
 
 
 
 
Chief Financial Officer



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1
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FOR IMMEDIATE RELEASE
November 8, 2017

AMERICAN CAPITAL SENIOR FLOATING ANNOUNCES SEPTEMBER 30, 2017 FINANCIAL RESULTS AND
DECLARES MONTHLY CASH DISTRIBUTIONS OF $0.097 PER SHARE FOR EACH OF NOVEMBER AND DECEMBER 2017 AND JANUARY 2018

New York, NY - November 8, 2017 - American Capital Senior Floating, Ltd. (“ACSF” or the “Company”) (NASDAQ: ACSF) today reported net investment income of $2.6 million, or $0.26 per share, and net earnings of $0.0 million, or $0.00 per share, for the quarter ended September 30, 2017 and net asset value (“NAV”) of $131.2 million, or $13.12 per share, as of September 30, 2017. In addition, the Company announced that its Board of Directors declared monthly cash distributions of $0.097 per share of common stock for each of November and December 2017 and January 2018.
THIRD QUARTER 2017 FINANCIAL HIGHLIGHTS

Investing activities
Invested $8.8 million into 4 new loan obligors and 1 new collateralized loan obligations (“CLOs”)
Sold $15.7 million of investments and received $16.4 million of repayments, including distributions received from our CLOs
Net investment income of $0.26 per share, or $2.6 million
Increased $0.02 per share from Q2 2017 net investment income of $0.24 per share
Net earnings of $0.00 per share, or $0.0 million
Decreased $0.04 per share from Q2 2017 net earnings of $0.04 per share due to higher net realized and unrealized losses on investments in Q3 2017 as compared to Q2 2017
NAV of $13.12 per share, or $131.2 million as of September 30, 2017
$0.29 per share decrease from June 30, 2017 NAV per share of $13.41
Monthly cash distributions to stockholders of $0.097 per share ($0.291 for the quarter)
8.8% annualized yield on the September 30, 2017 NAV per share
10.1% annualized yield on the September 30, 2017 closing market price of $11.50 per share
$227.8 million investment portfolio at fair value as of September 30, 2017
$175.3 million, or 77%, of first lien floating rate loans
$13.3 million, or 6%, of second lien floating rate loans
$39.2 million, or 17%, of CLO equity
6.76% investment portfolio yield at cost as of September 30, 2017
3.40% cost of funds as of September 30, 2017
0.74x debt to equity ratio as of September 30, 2017

Despite continued aggressive market conditions, we generated stronger third quarter net investment income of $0.26 per share compared to $0.24 per share for the second quarter as we benefited from increases in LIBOR and our repositioning of the portfolio into higher yielding assets,” said Kevin Braddish, Chief Executive Officer of the Company. “The current credit environment requires prudent risk and portfolio management, and we remain focused on using our proven credit expertise and the benefits of the Ivy Hill platform to seek to improve the quality and returns of the portfolio and deliver what we believe is an attractive level of total return on investments for our shareholders.




American Capital Senior Floating, Ltd.
November 8, 2017
Page 2

PORTFOLIO AND INVESTMENT ACTIVITY
As of September 30, 2017, the fair value of ACSF’s portfolio totaled $227.8 million and was comprised of $175.3 million of first lien floating rate loans, $13.3 million of second lien floating rate loans (collectively, the “Loan Portfolio”) and $39.2 million of CLO equity (the “CLO Portfolio” and, together with the Loan Portfolio, the “Investment Portfolio”). At September 30, 2017, the Investment Portfolio had a weighted average yield at amortized cost of 6.76%.
As of September 30, 2017, ACSF’s Loan Portfolio was diversified across 136 issuers and 36 industries and its CLO Portfolio was invested in 22 issuers across 17 different collateral managers.
RESULTS OF OPERATIONS
Net Investment Income
Net investment income totaled $2.6 million, or $0.26 per share, for the three months ended September 30, 2017. Gross investment income was $4.4 million for the quarter, with $2.9 million generated from the Loan Portfolio and $1.5 million generated from the CLO Portfolio. Expenses totaled $1.7 million for the three months ended September 30, 2017, with interest and other debt related costs of $0.9 million, management fees of $0.5 million and other operating expenses of $0.3 million net of the expense waiver.
Beginning in the first quarter of 2017, Ivy Hill Asset Management, L.P. (“IHAM” or our “Manager”) voluntarily agreed to be responsible for certain of our 2017 quarterly other operating expenses in excess of a certain percentage of our consolidated net assets less net unrealized appreciation or depreciation, each as defined under generally accepted accounting principles in the United States of America (“GAAP”), for such quarter (the “Voluntary Expense Cap”). For the three months ended September 30, 2017, in accordance with the applicable Voluntary Expense Cap our Manager agreed to be responsible for certain of our quarterly other operating expenses in excess of an annual rate of 1.00% of our consolidated net assets less net unrealized appreciation or depreciation as of September 30, 2017.
For the three months ended September 30, 2017, our Manager was responsible for $0.1 million of other operating expenses as a result of the applicable Voluntary Expense Cap.
Additionally, for the fourth quarter of fiscal 2017, our Manager has voluntarily agreed to be responsible for certain of our quarterly other operating expenses in excess of an annual rate of 1.25% of our consolidated net assets less unrealized appreciation or depreciation as of December 31, 2017, provided the existing investment advisory management agreement with our Manager remains effective as of the date we file our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Our Manager has not agreed to be responsible for any of our operating expenses beyond December 31, 2017.
Net Realized and Unrealized Loss From Investments
Net realized and unrealized loss on investments for the three months ended September 30, 2017 totaled $2.6 million and was composed of net realized loss on investments of $2.8 million and net unrealized gain on investments of $0.2 million. The $0.2 million of net unrealized gain on investments was composed of the reversal of net unrealized depreciation related to net realized losses of $2.2 million and net unrealized depreciation on investments of $2.0 million.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2017, ACSF’s wholly owned consolidated financing subsidiary, ACSF Funding I, LLC (“ACSF Funding”), had $96.8 million outstanding on its $135.0 million revolving credit facility, resulting in a consolidated debt to equity ratio of 0.74x. As of September 30, 2017, ACSF had $2.9 million in cash and cash equivalents and $38.2 million of available capacity on ACSF Funding’s revolving credit facility.
RECENT DEVELOPMENTS
Distributions to Stockholders
On November 8, 2017, the Company announced the declaration of monthly cash distributions to stockholders of $0.097 per share for each of November and December 2017 and January 2018. This cash distribution rate represents an 8.8% annualized yield on the September 30, 2017 NAV per share of $13.12 and an 10.1% annualized yield on the September 30, 2017 closing market price per share of $11.50. The monthly cash distributions will be paid to common stockholders of record as set forth in the table below:



American Capital Senior Floating, Ltd.
November 8, 2017
Page 3

 
 
Distributions to Stockholders
per Share
 
Record Date
 
Ex-Dividend Date
 
Payment Date
November 2017
 
$0.097
 
November 24, 2017
 
November 22, 2017
 
December 5, 2017
December 2017
 
$0.097
 
December 22, 2017
 
December 20, 2017
 
January 4, 2018
January 2018
 
$0.097
 
January 23, 2018
 
January 19, 2018
 
February 2, 2018
ACSF’s Board of Directors considers estimated taxable income, GAAP income and economic performance when determining distributions to stockholders. Actual taxable income may differ from GAAP income due to temporary and permanent differences in income and expense recognition and changes in unrealized appreciation and depreciation on investments.



American Capital Senior Floating, Ltd.
November 8, 2017
Page 4

AMERICAN CAPITAL SENIOR FLOATING, LTD.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except per share data)

 
 
 
 
 
September 30, 2017
 
December 31, 2016
Assets:
 
(unaudited)
 
 
Investments, fair value
 
$
227,796

 
$
244,872

Cash and cash equivalents
 
2,902

 
8,795

Receivable for investments sold
 
5,224

 
2,272

Other assets
 
1,298

 
1,401

Total assets
 
$
237,220

 
$
257,340

 
 
 
 
 
Liabilities:
 
 
 
 
Credit facility payable
 
$
96,800

 
$
104,900

Payable for investments purchased
 
7,396

 
12,202

Management fee payable
 
497

 
2,046

Other liabilities
 
332

 
433

Distributions to stockholders payable
 
970

 
970

Total liabilities
 
105,995

 
120,551

 
 
 
 
 
Net Assets:
 
 
 
 
Common stock, par value $0.01 per share, 10,000 issued and outstanding, 300,000 authorized
 
100

 
100

Paid-in capital in excess of par
 
150,949

 
150,949

Undistributed net investment income
 
1,548

 
2,133

Accumulated net realized loss from investments
 
(9,358
)
 
(3,300
)
Net unrealized loss on investments
 
(12,014
)
 
(13,093
)
Total net assets
 
131,225

 
136,789

Total liabilities and net assets
 
$
237,220

 
$
257,340

 
 
 
 
 
Net asset value per share
 
$
13.12

 
$
13.68





American Capital Senior Floating, Ltd.
November 8, 2017
Page 5

AMERICAN CAPITAL SENIOR FLOATING, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2017
 
2016
 
2017
 
2016
Investment income:
 
 
 
 
 
 
 
 
Interest
 
$
4,400

 
$
4,589

 
$
13,131

 
$
13,206

Total investment income
 
4,400

 
4,589

 
13,131

 
13,206

Expenses:
 
 
 
 
 
 
 
 
Interest and other debt related costs
 
891

 
665

 
2,393

 
1,969

Management fee
 
497

 
512

 
1,561

 
1,520

Other operating expenses
 
417

 
564

 
1,672


1,814

Total expenses
 
1,805

 
1,741

 
5,626

 
5,303

Expense reimbursement
 
(59
)
 
(283
)
 
(673
)
 
(976
)
Net expenses
 
1,746

 
1,458

 
4,953

 
4,327

Net investment income before taxes
 
2,654

 
3,131

 
8,178


8,879

Income tax (provision) benefit
 
(5
)
 
(23
)
 
(33
)
 
75

Net investment income
 
2,649

 
3,108

 
8,145

 
8,954

Net realized and unrealized gain (loss) on investments:
 
 
 
 
 
 
 
 
Net realized loss on investments
 
(2,785
)
 
(154
)
 
(6,058
)
 
(1,453
)
Net unrealized gain on investments
 
157

 
7,395

 
1,079

 
15,284

Net gain (loss) on investments
 
(2,628
)
 
7,241

 
(4,979
)
 
13,831

Net increase in net assets resulting from operations (“Net Earnings”)
 
$
21

 
$
10,349

 
$
3,166

 
$
22,785

 
 
 
 
 
 
 
 
 
Net investment income per share
 
$
0.26

 
$
0.31

 
$
0.81

 
$
0.90

Net Earnings per share
 
$

 
$
1.03

 
$
0.32

 
$
2.28

Distributions to stockholders per share
 
$
0.29

 
$
0.29

 
$
0.87

 
$
0.87

Weighted average shares outstanding
 
10,000

 
10,000

 
10,000

 
10,000




American Capital Senior Floating, Ltd.
November 8, 2017
Page 6

ABOUT AMERICAN CAPITAL SENIOR FLOATING, LTD.
American Capital Senior Floating, Ltd. (NASDAQ: ACSF) is a diversified closed-end investment management company that invests primarily in senior first lien and second lien floating rate loans to large-market U.S. based companies and in debt and equity tranches of collateralized loan obligations collateralized by senior floating rate loans. The Company has elected to be treated as a business development company under the 1940 Act. The Company is externally managed by Ivy Hill Asset Management, L.P. For further information, please refer to www.ACSF.com.

ABOUT IVY HILL ASSET MANAGEMENT, L.P.
Ivy Hill Asset Management, L.P., a wholly owned portfolio company of Ares Capital Corporation, is an SEC-registered investment adviser, comprised of an experienced team of investment professionals focused on investing in and managing primarily middle market senior secured assets through structured investment vehicles and managed accounts. As of September 30, 2017, IHAM had total assets under management of approximately $4.2 billion across 22 vehicles.

FORWARD-LOOKING STATEMENTS
This press release contains forward-looking information and statements. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “confident,” “may,” “should,” “can have,” “likely,” “future” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements are not guarantees of performance or results, and involve known and unknown risks, uncertainties (some of which are beyond the Company’s control), assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Should one or more of these risks or uncertainties materialize, the Company’s actual results may vary in material respects from those projected in any forward-looking statements. A detailed discussion of these and other factors that may affect future results is contained in our filings with the U.S. Securities and Exchange Commission. Any forward-looking statement made by the Company in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Media Relations Contact:
Mendel Communications
Bill Mendel, 212-397-1030
[email protected]
or
Investor Relations Contact:
Carl Drake, 888-818-5298
[email protected]
or
Veronica Mendiola, 212-808-1150
[email protected]



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