UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2018
or
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¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission file number 814-01185
Hancock Park Corporate Income, Inc.
(Exact name of registrant as specified in its charter)
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Maryland | | 81-0850535 |
State or Other Jurisdiction of | | I.R.S. Employer Identification No. |
Incorporation or Organization | | |
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10 S. Wacker Drive, Suite 2500, Chicago, Illinois | | 60606 |
Address of Principal Executive Offices | | Zip Code |
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| (847) 734-2000 | |
Registrant’s Telephone Number, Including Area Code |
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Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ¨ | Accelerated filer | ¨ |
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Non-accelerated filer | x (do not check if a smaller reporting company) | Smaller reporting company | ¨ |
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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. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
The number of shares of the issuer’s common stock, $0.001 par value, outstanding as of August 14, 2018 was 1,398,245.
HANCOCK PARK CORPORATE INCOME, INC.
TABLE OF CONTENTS
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Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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Item 1. | | |
Item 1A. | | |
Item 2 | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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Defined Terms
We have used "we," "us," "our," "our company," and "the Company" to refer to Hancock Park Corporate Income, Inc. in this report. We also have used several other terms in this report, which are explained or defined below:
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Term | Explanation or Definition |
1940 Act | Investment Company Act of 1940, as amended |
Administration Agreement | Administration agreement between the Company and OFS Services, dated July 15, 2016 |
Advisers Act | The Investment Advisers Act of 1940, as amended |
Annual Distribution Requirement | Distributions to our stockholders, for each taxable year, of at least 90% of our ICTI |
ASC | Accounting Standards Codification, as issued by the FASB |
ASC Topic 820 | ASC Topic 820, "Fair Value Measurement" |
ASC Topic 946 | ASC Topic 946, "Financial Services—Investment Companies" |
ASU | Accounting Standards Updates, as issued by the FASB |
BDC | Business Development Company under the 1940 Act |
Board | The Company's board of directors |
CLO | Collateralized Loan Obligation |
Code | Internal Revenue Code of 1986, as amended |
Contractual Issuer Expenses | Salaries and direct expenses of OFS Advisor’s employees, employees of their affiliates and others while engaged in offering and other contractually-defined activities |
Dealer Manager | International Assets Advisory, LLC |
Dealer Manager Agreement | Broker dealer management agreement dated August 1, 2016 between the Company, OFS Advisor and the Dealer Manager |
EBITDA | Earnings before interest, taxes, depreciation, and amortization |
Exchange Act | Securities Exchange Act of 1934, as amended |
Evolv | Evolv Capital Advisors LLC, a registered investment adviser under the Advisers Act, and sub-adviser to the Company |
Expense Support Agreement | Expense support and conditional reimbursement agreement dated July 15, 2016, between the Company and OFS Advisor |
FASB | Financial Accounting Standards Board |
Funding I | OFS Funding I, LLC, a wholly-owned subsidiary of OFSAM and an affiliate of OFS Advisor |
GAAP | Accounting principles generally accepted in the United States |
ICTI | Investment company taxable income, which is generally net ordinary income plus net short-term capital gains in excess of net long-term capital losses |
Indicative Prices | Market quotations, prices from pricing services or bids from brokers or dealers |
Investment Advisory Agreement | Investment advisory and management agreement between the Company and OFS Advisor, dated July 15, 2016 |
Investment Sub-Advisory Agreement | Investment sub-advisory agreement between the Company, OFS Advisor, and Evolv, dated July 15, 2016 |
IRS | Internal Revenue Service |
LIBOR | London Interbank Offered Rate |
Net Loan Fees | The cumulative amount of fees, such as discounts, premiums and amendment fees that are deferred and recognized as income over the life of the loan. |
Offering | Continuous offering of up to $200,000,000 of shares of the Company's common stock |
OFS Advisor | OFS Capital Management, LLC, a wholly-owned subsidiary of OFSAM and registered investment advisor under the Advisers Act |
OFS Capital | OFS Capital Corporation |
OFS Services | OFS Capital Services, LLC, a wholly-owned subsidiary of OFSAM and affiliate of OFS Advisor |
OFSAM | Orchard First Source Asset Management, LLC, a full-service provider of capital and leveraged finance solutions to U.S. corporations |
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Term | Explanation or Definition |
PIK | Payment-in-kind. PIK interest and dividends are paid in the form of additional loan principal or preferred securities. |
RIC | Regulated investment company under the Code |
SBCAA | Small Business Credit Availability Act |
SEC | U.S. Securities and Exchange Commission |
Securities Act | Securities Act of 1933, as amended |
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
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• | our ability and experience operating a BDC or maintaining our qualification as a RIC under the Code; |
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• | our dependence on key personnel; |
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• | our ability to maintain or develop referral relationships; |
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• | the ability of OFS Advisor, to identify, invest in and monitor companies that meet our investment criteria; |
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• | actual and potential conflicts of interest with OFS Advisor and other affiliates of OFSAM; |
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• | constraint on investments due to access to material nonpublic information; |
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• | restrictions on our ability to enter into transactions with our affiliates; |
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• | the use of borrowed money to finance a portion of our investments; |
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• | competition for investment opportunities; |
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• | our ability to raise debt or equity capital as a BDC; |
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• | the timing, form and amount of any distributions from our portfolio companies; |
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• | the impact of a protracted decline in the liquidity of credit markets on our business; |
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• | the general economy and its impact on the industries in which we invest; |
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• | uncertain valuations of our portfolio investments; and |
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• | the effect of new or modified laws or regulations governing our operations, including the ability to incur additional leverage under the SBCAA. |
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include, among others, those described or identified in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.
We have based the forward-looking statements on information available to us on the date of this Quarterly Report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to consult any additional disclosures that we may make directly to you or through reports that we may file with the SEC in the future, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The forward-looking statements and projections contained in this Quarterly Report on Form 10-Q are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.
The following should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Hancock Park Corporate Income, Inc.
Balance Sheets
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| | | | | | | | |
| | June 30, 2018 | | December 31, 2017 |
| | (unaudited) | | |
Assets: | | |
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Non-control/non-affiliate investments at fair value (amortized cost of $13,186,805 and $5,125,032 respectively) | | $ | 13,298,991 |
| | $ | 5,138,659 |
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Cash and cash equivalents | | 3,877,432 |
| | 6,259,541 |
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Interest receivable | | 87,643 |
| | 49,930 |
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Due from investment adviser under expense limitation agreements, net (see Note 3) | | 218,722 |
| | 265,749 |
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Subscriptions receivable | | 742,101 |
| | — |
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Prepaid expenses and other assets | | 4,552 |
| | 65,919 |
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Total assets | | $ | 18,229,441 |
| | $ | 11,779,798 |
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| | | | |
Liabilities: | | |
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Administrative fee payable | | $ | 185,894 |
| | $ | 150,976 |
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Accrued professional fees | | 156,777 |
| | 159,516 |
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Distribution payable | | 297,097 |
| | 191,613 |
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Other accrued expenses | | 18,956 |
| | 7,661 |
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Total liabilities | | 658,724 |
| | 509,766 |
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| | | | |
Commitments and contingencies ($4,006,333 and $3,255,208, respectively; see Notes 3 and 6) | | | | |
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Net assets: | | | | |
Common stock, par value of $0.001 per share; 20,000,000 shares authorized as of June 30, 2018, and December 31, 2017; 1,256,829 and 845,700 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively; 54,883 and -0- shares subscribed as of June 30, 2018 and December 31, 2017, respectively | | 1,312 |
| | 846 |
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Paid-in capital in excess of par | | 17,446,406 |
| | 11,251,552 |
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Accumulated undistributed net investment income (loss) | | 9,399 |
| | 4,007 |
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Accumulated undistributed net realized gains | | 1,414 |
| | — |
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Accumulated net unrealized appreciation on investments | | 112,186 |
| | 13,627 |
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Total net assets | | 17,570,717 |
| | 11,270,032 |
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Total liabilities and net assets | | $ | 18,229,441 |
| | $ | 11,779,798 |
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Number of shares outstanding or subscribed | | 1,311,712 |
| | 845,700 |
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Net asset value per share | | $ | 13.40 |
| | $ | 13.33 |
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See Notes to Financial Statements.
Hancock Park Corporate Income, Inc.
Statement of Operations (unaudited)
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| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 |
| 2017 | | 2018 |
| 2017 |
Investment income |
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Interest income | $ | 301,475 |
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| $ | 19,708 |
| | $ | 491,648 |
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| $ | 22,937 |
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Payment-in-kind dividend income | 128 |
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| — |
| | 2,630 |
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| — |
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Fee income | 29,735 |
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| — |
| | 30,400 |
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| — |
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Total investment income | 331,338 |
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| 19,708 |
| | 524,678 |
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| 22,937 |
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Operating expenses | | | | | | | |
Amortization of deferred offering costs | 48,205 |
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| 125,301 |
| | 86,039 |
| | 244,211 |
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Contractual issuer expenses (see Note 3) | 5,520 |
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| 13,938 |
| | 9,271 |
| | 28,244 |
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Management fees | 35,181 |
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| 2,828 |
| | 57,649 |
| | 3,992 |
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Administrative fees | 149,834 |
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| 98,561 |
| | 314,164 |
| | 166,229 |
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Professional fees | 101,756 |
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| 98,305 |
| | 184,198 |
| | 269,733 |
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Insurance expense | 26,867 |
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| 28,462 |
| | 45,065 |
| | 56,925 |
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Transfer agent fees | 20,123 |
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| 15,120 |
| | 43,703 |
| | 23,314 |
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Other expenses | 17,466 |
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| 21,563 |
| | 34,759 |
| | 32,553 |
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Total operating expenses | 404,952 |
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| 404,078 |
| | 774,848 |
| | 825,201 |
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Less: Net expense limitations under agreements with adviser (see Note 3) | (307,627 | ) |
| (360,727 | ) | | (687,500 | ) | | (793,581 | ) |
Net operating expenses | 97,325 |
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| 43,351 |
| | 87,348 |
| | 31,620 |
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Net investment income (loss) | 234,013 |
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| (23,643 | ) | | 437,330 |
| | (8,683 | ) |
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Net realized and unrealized gain (loss) on investments | | | | | | | |
Net realized gain on investments | 1,414 |
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| — |
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| 1,414 |
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| — |
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Net unrealized appreciation (depreciation) on investments | 76,149 |
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| (880 | ) | | 98,559 |
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| (360 | ) |
Net gain (loss) on investments | 77,563 |
| | (880 | ) | | 99,973 |
| | (360 | ) |
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Net increase (decrease) in net assets resulting from operations | $ | 311,576 |
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| $ | (24,523 | ) |
| $ | 537,303 |
| | $ | (9,043 | ) |
| | | | | | | |
Net investment income (loss) per common share – basic and diluted | $ | 0.21 |
| | $ | (0.13 | ) | | $ | 0.43 |
| | $ | (0.07 | ) |
Net increase (decrease) in net assets resulting from operations per common share – basic and diluted | $ | 0.27 |
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| $ | (0.14 | ) | | $ | 0.53 |
| | $ | (0.07 | ) |
Distributions declared per common share | $ | 0.26 |
| | $ | 0.26 |
| | $ | 0.52 |
| | $ | 0.52 |
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Basic and diluted weighted average shares outstanding or subscribed | 1,134,739 |
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| 179,560 |
| | 1,015,142 |
| | 131,459 |
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See Notes to Financial Statements.
Hancock Park Corporate Income, Inc.
Statement of Changes in Net Assets (unaudited)
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| | | | | | | |
| Six Months Ended June 30, |
| 2018 | | 2017 |
Increase in net assets resulting from operations: | | | |
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Net investment income (loss) | $ | 437,330 |
| | $ | (8,683 | ) |
Net realized gain on investments | 1,414 |
| | — |
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Net unrealized appreciation (depreciation) on investments | 98,559 |
| | (360 | ) |
Net increase (decrease) in net assets resulting from operations | 537,303 |
| | (9,043 | ) |
| | | |
Distributions to stockholders from: | | | |
Accumulated net investment income (see Note 7) | (531,173 | ) | | (60,469 | ) |
Total distributions to stockholders | (531,173 | ) | | (60,469 | ) |
| | | |
Capital transactions: | | | |
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Common stock issued or subscribed | 6,294,555 |
| | 4,560,042 |
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Net increase in net assets resulting from capital transactions | 6,294,555 |
| | 4,560,042 |
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Net increase in net assets | 6,300,685 |
| | 4,490,530 |
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| | | |
Net assets: | |
| | |
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Beginning of period | 11,270,032 |
| | 1,045,027 |
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End of period | $ | 17,570,717 |
| | $ | 5,535,557 |
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| | |
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Common stock activity: | |
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Common stock outstanding, beginning of period | 845,700 |
| | 74,084 |
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Common stock issued | 411,129 |
| | 155,940 |
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Common stock subscribed, end of period | 54,883 |
| | 186,079 |
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Common stock outstanding or subscribed at end of period | 1,311,712 |
| | 416,103 |
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See Notes to Financial Statements.
Hancock Park Corporate Income, Inc.
Statement of Cash Flows (unaudited)
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| | | | | | | | |
| | Six Months Ended June 30, |
| | 2018 | | 2017 |
Cash flows from operating activities | | | | |
Net increase in net assets resulting from operations | | $ | 537,303 |
| | $ | (9,043 | ) |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | | | | |
Net unrealized appreciation on investments | | (98,559 | ) | | (360 | ) |
Net realized gains on investments | | (1,414 | ) | | — |
|
Amortization of Net Loan Fees and discounts on investments | | (25,007 | ) | | 836 |
|
Amortization of deferred offering costs | | — |
| | 8,368 |
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Paid-in-kind interest and dividend income | | (10,303 | ) | | — |
|
Deferral of offering costs reimbursed to advisor | | — |
| | (8,036 | ) |
Purchase of portfolio investments | | (9,773,823 | ) | | (1,188,768 | ) |
Proceeds from principal payments on portfolio investments | | 1,661,538 |
| | 114,393 |
|
Redemption of equity securities | | 87,236 |
| | — |
|
Changes in operating assets and liabilities: | | | | |
Interest receivable | | (37,713 | ) | | (2,216 | ) |
Due from investment advisor under expense limitation agreements, net | | 47,027 |
| | (50,813 | ) |
Administrative fee payable | | 34,918 |
| | 17,018 |
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Other assets and liabilities | | 69,925 |
| | 58,380 |
|
Net cash used in operating activities | | (7,508,872 | ) | | (1,060,241 | ) |
| | | | |
Cash flows from financing activities | | | | |
Net proceeds from issuance of common stock | | 5,552,452 |
| | 2,107,540 |
|
Distributions paid to stockholders | | (425,689 | ) | | (21,716 | ) |
Net cash provided by financing activities | | 5,126,763 |
| | 2,085,824 |
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| | | | |
Net increase (decrease) in cash and cash equivalents | | (2,382,109 | ) | | 1,025,583 |
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Cash and cash equivalents at beginning of period | | 6,259,541 |
| | 974,310 |
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Cash and cash equivalents at end of period | | $ | 3,877,432 |
| | $ | 1,999,893 |
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| | | |
|
|
Supplemental disclosure of cash flow information: | | | | |
Organization and offering costs, and contractual issuer expenses paid by investment advisor and its affiliates (see Note 3) | | $ | 169,913 |
| | $ | 91,186 |
|
Amortization of deferred offering costs limited by investment advisor (see Note 3) | | 86,039 |
| | 235,843 |
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See Notes to Financial Statements.
Hancock Park Corporate Income, Inc.
Schedule of Investments
June 30, 2018
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Portfolio Company (1) Investment Type | | Industry | | Interest Rate (3) | | Spread Above Index (3) | | Initial Acquisition Date | | Maturity | | Principal Amount | | Amortized Cost | | Fair Value (4) | | Percent of Net Assets |
Non-control/Non-affiliate Investments | | | | | | | | | | | | | | |
BayMark Health Services |
| Outpatient Mental Health and Substance Abuse Centers |
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Senior Secured Loan |
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| 10.57% |
| (L +8.25%) |
| 3/22/2018 |
| 3/1/2025 |
| $ | 1,000,000 |
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| $ | 990,398 |
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| $ | 994,757 |
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| 5.7 | % |
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BJ's Wholesale Club, Inc. |
| Warehouse Clubs and Supercenters |
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Senior Secured Loan |
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| 9.53% |
| (L +7.50%) |
| 5/9/2017 |
| 2/3/2025 |
| 468,306 |
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| 456,789 |
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| 472,989 |
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| 2.7 |
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Carolina Lubes, Inc. |
| Automotive Oil Change and Lubrication Shops |
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Senior Secured Loan (6) |
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| 10.21% |
| (L +7.90%) |
| 8/23/2017 |
| 8/23/2022 |
| 581,420 |
|
| 572,881 |
|
| 589,641 |
|
| 3.4 |
|
Senior Secured Loan (Revolver) |
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|
| 9.56% |
| (L +7.25%) |
| 8/23/2017 |
| 8/23/2022 |
| 37,500 |
|
| 36,834 |
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| 37,500 |
|
| 0.2 |
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|
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|
|
| 618,920 |
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| 609,715 |
|
| 627,141 |
|
| 3.6 |
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Cirrus Medical Staffing, Inc. |
| Temporary Help Services |
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Senior Secured Loan |
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|
| 10.58% |
| (L +8.25%) |
| 3/5/2018 |
| 10/19/2022 |
| 504,580 |
|
| 499,886 |
|
| 500,639 |
|
| 2.8 |
|
Senior Secured Loan (Revolver) |
|
|
| 10.58% |
| (L +8.25%) |
| 3/5/2018 |
| 10/19/2022 |
| 8,357 |
|
| 8,357 |
|
| 7,632 |
|
| — |
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| 512,937 |
|
| 508,243 |
|
| 508,271 |
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| 2.8 |
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Confie Seguros Holdings II Co. |
| Insurance Agencies and Brokerages |
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Senior Secured Loan |
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|
| 11.81% |
| (L +9.50%) |
| 6/6/2017 |
| 5/8/2019 |
| 447,640 |
|
| 442,497 |
|
| 438,162 |
|
| 2.5 |
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Constellis Holdings, LLC |
| Other Justice, Public Order, and Safety Activities |
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Senior Secured Loan |
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|
| 7.33% |
| (L +5.00%) |
| 4/27/2017 |
| 4/21/2024 |
| 24,750 |
|
| 24,544 |
|
| 24,962 |
|
| 0.1 |
|
Senior Secured Loan |
|
|
| 11.33% |
| (L +9.00%) |
| 4/26/2017 |
| 4/21/2025 |
| 50,000 |
|
| 49,361 |
|
| 50,500 |
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| 0.3 |
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|
|
|
|
| 74,750 |
|
| 73,905 |
|
| 75,462 |
|
| 0.4 |
|
Hancock Park Corporate Income, Inc.
Schedule of Investments
June 30, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (1) Investment Type | | Industry | | Interest Rate (3) | | Spread Above Index (3) | | Initial Acquisition Date | | Maturity | | Principal Amount | | Amortized Cost | | Fair Value (4) | | Percent of Net Assets |
DRS Imaging Services, LLC, |
| Data Processing, Hosting, and Related Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 12.80% |
| (L +10.50%) |
| 3/8/2018 |
| 3/8/2023 |
| $ | 553,846 |
|
| $ | 543,899 |
|
| $ | 538,691 |
|
| 3.1 | % |
Common Equity (46 units) (7) |
|
|
|
|
|
|
| 3/8/2018 |
|
|
|
|
|
| 46,154 |
|
| 34,540 |
|
| 0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
| 553,846 |
|
| 590,053 |
|
| 573,231 |
|
| 3.3 |
|
DuPage Medical Group |
| Offices of Physicians, Mental Health Specialists |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 4.84% |
| (L +2.75%) |
| 8/22/2017 |
| 8/15/2024 |
| 97,799 |
|
| 97,370 |
|
| 97,358 |
|
| 0.6 |
|
Senior Secured Loan |
|
|
| 9.09% |
| (L +7.00%) |
| 8/22/2017 |
| 8/15/2025 |
| 1,590,882 |
|
| 1,595,319 |
|
| 1,598,836 |
|
| 9.1 |
|
|
|
|
|
|
|
|
|
|
|
|
| 1,688,681 |
|
| 1,692,689 |
|
| 1,696,194 |
|
| 9.7 |
|
Eblens Holdings, Inc. |
| Shoe Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Loan |
|
|
| 12.00% cash / 1.00% PIK |
| N/A |
| 7/13/2017 |
| 1/13/2023 |
| 467,052 |
|
| 459,426 |
|
| 459,393 |
|
| 2.6 |
|
Common Equity (3,750 units) (7) |
|
|
|
|
|
|
| 7/13/2017 |
|
|
|
|
|
| 37,500 |
|
| 54,146 |
|
| 0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
| 467,052 |
|
| 496,926 |
|
| 513,539 |
|
| 2.9 |
|
Online Tech Stores, LLC |
| Stationery and Office Supplies Merchant Wholesalers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Loan |
|
|
| 10.50% cash / 1.00% PIK |
| N/A |
| 2/1/2018 |
| 8/1/2023 |
| 1,004,115 |
|
| 985,610 |
|
| 981,425 |
|
| 5.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parfums Holding Company, Inc. |
| Cosmetics, Beauty Supplies, and Perfume Stores |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 10.85% |
| (L +8.75%) |
| 11/16/2017 |
| 6/30/2025 |
| 680,000 |
|
| 679,350 |
|
| 687,893 |
|
| 3.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hancock Park Corporate Income, Inc.
Schedule of Investments
June 30, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (1) Investment Type | | Industry | | Interest Rate (3) | | Spread Above Index (3) | | Initial Acquisition Date | | Maturity | | Principal Amount | | Amortized Cost | | Fair Value (4) | | Percent of Net Assets |
Performance Team LLC |
| General Warehousing and Storage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 12.09% |
| (L +10.00%) |
| 5/24/2018 |
| 11/24/2023 |
| $ | 1,500,000 |
|
| $ | 1,485,284 |
|
| $ | 1,485,284 |
|
| 8.5 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Pipe Holdings, LLC |
| Plumbing, Heating, and Air-Conditioning Contractors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 12.23% |
| (L +10.25%) |
| 3/23/2018 |
| 3/23/2023 |
| 514,286 |
|
| 504,564 |
|
| 505,486 |
|
| 2.9 |
|
Common Equity (86 units) (7) |
|
|
|
|
|
|
| 3/23/2018 |
|
|
|
|
|
| 85,714 |
|
| 125,091 |
|
| 0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
| 514,286 |
|
| 590,278 |
|
| 630,577 |
|
| 3.6 |
|
Rack Merger Sub Inc |
| Packaging Machinery Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 9.34% |
| (L +7.25%) |
| 5/22/2017 |
| 10/3/2022 |
| 178,889 |
|
| 175,163 |
|
| 180,043 |
|
| 1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resource Label Group, LLC |
| Commercial Printing (except Screen and Books) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 6.80% |
| (L +4.50%) |
| 6/7/2017 |
| 5/26/2023 |
| 70,460 |
|
| 69,882 |
|
| 69,605 |
|
| 0.4 |
|
Senior Secured Loan |
|
|
| 10.80% |
| (L +8.50%) |
| 6/7/2017 |
| 11/26/2023 |
| 178,571 |
|
| 176,333 |
|
| 175,123 |
|
| 1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
| 249,031 |
|
| 246,215 |
|
| 244,728 |
|
| 1.4 |
|
RPLF Holdings, LLC |
| Software Publishers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Equity (45,890 units) (7) |
|
|
|
|
|
|
| 1/17/2018 |
|
|
|
|
|
| 45,890 |
|
| 56,973 |
|
| 0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STS Operating, Inc. |
| Industrial Machinery and Equipment Merchant Wholesalers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 5.84% |
| (L +3.75%) |
| 5/15/2018 |
| 12/11/2024 |
| 106,512 |
|
| 106,251 |
|
| 106,205 |
|
| 0.6 |
|
Senior Secured Loan |
|
|
| 10.09% |
| (L +8.00%) |
| 5/15/2018 |
| 4/30/2026 |
| 1,593,220 |
|
| 1,593,179 |
|
| 1,607,161 |
|
| 9.1 |
|
|
|
|
|
|
|
|
|
|
|
|
| 1,699,732 |
|
| 1,699,430 |
|
| 1,713,366 |
|
| 9.7 |
|
Hancock Park Corporate Income, Inc.
Schedule of Investments
June 30, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (1) Investment Type | | Industry | | Interest Rate (3) | | Spread Above Index (3) | | Initial Acquisition Date | | Maturity | | Principal Amount | | Amortized Cost | | Fair Value (4) | | Percent of Net Assets |
The Escape Game, LLC |
| All other amusement and recreation industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 10.84% |
| (L +8.75%) |
| 12/22/2017 |
| 12/22/2022 |
| $ | 500,000 |
|
| $ | 493,287 |
|
| $ | 495,258 |
|
| 2.8 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TravelCLICK, Inc. |
| Computer Systems Design and Related Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 9.84% |
| (L +7.75%) |
| 2/16/2017 |
| 11/6/2021 |
| 84,339 |
|
| 84,216 |
|
| 84,055 |
|
| 0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Truck Hero, Inc. |
| Truck Trailer Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 5.84% |
| (L +3.75%) |
| 5/30/2017 |
| 4/21/2024 |
| 16,236 |
|
| 16,099 |
|
| 16,141 |
|
| 0.1 |
|
Senior Secured Loan |
|
|
| 10.34% |
| (L +8.25%) |
| 5/30/2017 |
| 4/21/2025 |
| 453,456 |
|
| 457,165 |
|
| 456,415 |
|
| 2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
| 469,692 |
|
| 473,264 |
|
| 472,556 |
|
| 2.7 |
|
Wand Intermediate I LP |
| Automotive Body, Paint, and Interior Repair and Maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Loan |
|
|
| 9.14% |
| (L +7.25%) |
| 5/14/2018 |
| 9/19/2022 |
| 364,000 |
|
| 367,603 |
|
| 367,087 |
|
| 2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
| $ | 13,076,216 |
|
| $ | 13,186,805 |
|
| $ | 13,298,991 |
|
| 75.7 | % |
| |
(1) | Equity ownership may be held in shares or units of companies affiliated with the portfolio company. The Company's investments are generally classified as "restricted securities" as such term is defined under Rule 6-03(f) of Regulation S-X or Rule 144 of the Securities Act. |
| |
(3) | Substantially all of the debt investments bear interest at rates that determined by reference to LIBOR (L), and which are reset monthly or quarterly. For all variable-rate investments the schedule presents the spread over LIBOR and the interest rate as of June 30, 2018. All investments with a stated PIK rate require interest payments with the issuance of additional securities as payment of the entire PIK provision. |
| |
(4) | Fair value was determined using significant unobservable inputs for all of the Company's investments. See Note 5 for further details. |
| |
(6) | The Company has entered into a contractual arrangement with co‑lenders whereby, subject to certain conditions, it has agreed to receive its payment after the repayment of certain co‑lenders pursuant to a payment waterfall. The reported interest rate of 10.21% at June 30, 2018, includes additional interest of 0.65% per annum as specified under the contractual arrangement among the Company and the co‑lenders. |
Hancock Park Corporate Income, Inc.
Schedule of Investments
December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (1) Investment Type (2) | | Industry | | Interest Rate (3) | | Spread Above Index (3) | | Initial Acquisition Date | | Maturity | | Principal Amount | | Amortized Cost | | Fair Value (4) | | Percent of Net Assets |
Non-control/Non-affiliate Investments | | | | | | | | | | | | | | |
Aegis Acquisition, Inc. | | Testing Laboratories | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 10.17% | | (L +8.50%) | | 10/31/2017 | | 8/24/2021 | | $ | 480,000 |
| | $ | 473,120 |
| | $ | 468,910 |
| | 4.2 | % |
| | | | | | | | | | | | | | | | | | |
BJ's Wholesale Club, Inc. | | Warehouse Clubs and Supercenters | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 8.95% | | (L +7.50%) | | 3/22/2018 | | 2/3/2025 | | 468,306 |
| | 455,924 |
| | 457,964 |
| | 4.1 |
|
| | | | | | | | | | | | | | | | | | |
Carolina Lubes, Inc. | | Automotive Oil Change and Lubrication Shops | | | | | | | | | | | | | | | | |
Senior Secured Loan (5) | | | | 9.28% | | (L +7.25%) | | 8/23/2017 | | 8/23/2022 | | 589,286 |
| | 579,658 |
| | 589,836 |
| | 5.2 |
|
Senior Secured Loan (Revolver) | | | | 8.59% | | (L +7.25%) | | 8/23/2017 | | 8/23/2022 | | 13,393 |
| | 12,647 |
| | 13,468 |
| | 0.1 |
|
Preferred Equity (26 units) 14% PIK | | | | | | | | 8/23/2017 | | | | | | 82,953 |
| | 81,889 |
| | 0.7 |
|
| | | | | | | | | | | | 602,679 |
| | 675,258 |
| | 685,193 |
| | 6.0 |
|
| | | | | | | | | | | | | | | | | | |
Confie Seguros Holdings II Co. | | Insurance Agencies and Brokerages | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 10.98% | | (L +9.50%) | | 6/6/2017 | | 5/8/2019 | | 447,640 |
| | 439,515 |
| | 435,546 |
| | 3.9 |
|
| | | | | | | | | | | | | | | | | | |
Constellis Holdings, LLC | | Other Justice, Public Order, and Safety Activities | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 6.69% | | (L +5.00%) | | 4/27/2017 | | 4/21/2024 | | 24,875 |
| | 24,651 |
| | 25,128 |
| | 0.2 |
|
Senior Secured Loan | | | | 10.69% | | (L +9.00%) | | 4/26/2017 | | 4/21/2025 | | 50,000 |
| | 49,314 |
| | 49,844 |
| | 0.4 |
|
| | | | | | | | | | | | 74,875 |
| | 73,965 |
| | 74,972 |
| | 0.6 |
|
Hancock Park Corporate Income, Inc.
Schedule of Investments
December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (1) Investment Type (2) | | Industry | | Interest Rate (3) | | Spread Above Index (3) | | Initial Acquisition Date | | Maturity | | Principal Amount | | Amortized Cost | | Fair Value (4) | | Percent of Net Assets |
DuPage Medical Group | | Offices of Physicians, Mental Health Specialists | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 4.42% | | (L +2.75%) | | 8/22/2017 | | 8/15/2024 | | $ | 99,750 |
| | $ | 99,277 |
| | $ | 99,773 |
| | 0.9 | % |
Senior Secured Loan | | | | 8.42% | | (L +7.00%) | | 8/22/2017 | | 8/15/2025 | | 400,000 |
| | 396,181 |
| | 393,072 |
| | 3.5 |
|
| | | | | | | | | | | | 499,750 |
| | 495,458 |
| | 492,845 |
| | 4.4 |
|
Eblens Holdings, Inc. | | Shoe Store | | | | | | | | | | | | | | | | |
Subordinated Loan | | | | 12.00% cash / 1.00% PIK | | N/A | | 7/13/2017 | | 1/13/2023 | | 464,712 |
| | 456,254 |
| | 459,278 |
| | 4.1 |
|
Common Equity (3,750 units) (6) | | | | | | | | 7/13/2017 | | | | | | 37,500 |
| | 40,581 |
| | 0.4 |
|
| | | | | | | | | | | | 464,712 |
| | 493,754 |
| | 499,859 |
| | 4.5 |
|
Parfums Holding Company, Inc. | | Cosmetics, Beauty Supplies, and Perfume Stores | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 10.45% | | (L +8.75%) | | 11/16/2017 | | 6/30/2025 | | 480,000 |
| | 476,164 |
| | 473,420 |
| | 4.2 |
|
| | | | | | | | | | | | | | | | | | |
Rack Merger Sub Inc | | Packaging Machinery Manufacturing | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 8.75% | | (L +7.25%) | | 5/22/2017 | | 10/3/2022 | | 183,333 |
| | 179,071 |
| | 183,333 |
| | 1.6 |
|
| | | | | | | | | | | | | | | | | | |
Resource Label Group, LLC | | Commercial Printing (except Screen and Books) | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 6.19% | | (L +4.50%) | | 6/7/2017 | | 5/26/2023 | | 70,818 |
| | 70,177 |
| | 70,159 |
| | 0.6 |
|
Senior Secured Loan | | | | 10.19% | | (L +8.50%) | | 6/7/2017 | | 11/26/2023 | | 178,571 |
| | 176,128 |
| | 176,558 |
| | 1.6 |
|
| | | | | | | | | | | | 249,389 |
| | 246,305 |
| | 246,717 |
| | 2.2 |
|
Hancock Park Corporate Income, Inc.
Schedule of Investments
December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company (1) Investment Type (2) | | Industry | | Interest Rate (3) | | Spread Above Index (3) | | Initial Acquisition Date | | Maturity | | Principal Amount | | Amortized Cost | | Fair Value (4) | | Percent of Net Assets |
The Escape Game, LLC | | All other amusement and recreation industries | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 10.28% | | (L +8.75%) | | 12/22/2017 | | 12/20/2022 | | $ | 500,000 |
| | $ | 492,541 |
| | $ | 496,271 |
| | 4.4 | % |
| | | | | | | | | | | | | | | | | | |
TravelCLICK, Inc. | | Computer Systems Design and Related Services | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 9.32% | | (L +7.75%) | | 2/16/2017 | | 11/6/2021 | | 150,606 |
| | 150,353 |
| | 150,606 |
| | 1.3 |
|
| | | | | | | | | | | | | | | | | | |
Truck Hero, Inc. | | Truck Trailer Manufacturing | | | | | | | | | | | | | | | | |
Senior Secured Loan | | | | 5.64% | | (L +4.00%) | | 5/30/2017 | | 4/21/2024 | | 16,318 |
| | 16,169 |
| | 16,339 |
| | 0.1 |
|
Senior Secured Loan | | | | 9.89% | | (L +8.25%) | | 5/30/2017 | | 4/21/2025 | | 453,456 |
| | 457,435 |
| | 456,684 |
| | 4.1 |
|
| | | | | | | | | | | | 469,774 |
| | 473,604 |
| | 473,023 |
| | 4.2 |
|
Total Investments | | | | | | | | | | | | $ | 5,071,064 |
| | $ | 5,125,032 |
| | $ | 5,138,659 |
| | 45.6 | % |
| |
(1) | Equity ownership may be held in shares or units of companies affiliated with the portfolio company. The Company's investments are generally classified as "restricted securities" as such term is defined under Rule 6-03(f) of Regulation S-X or Rule 144 of the Securities Act. |
| |
(2) | All of the Company’s investments were qualifying assets under Section 55(a) of the 1940 Act as of the period end. Qualifying assets must represent at least 70% of the Company's assets, as defined under Section 55 of the 1940 Act, at the time of acquisition of any additional non-qualifying assets. |
| |
(3) | All investments that bear interest at a variable rate are indexed to LIBOR (L), which are reset monthly or quarterly. The Company has provided the spread over LIBOR and current interest rate in effect at December 31, 2017. All investments with a stated PIK rate require interest payments with the issuance of additional securities as payment of the entire PIK provision. |
| |
(4) | Fair value was determined using significant unobservable inputs for all of the Company's investments. See Note 5 for further details. |
| |
(5) | The Company has entered into a contractual arrangement with co‑lenders whereby, subject to certain conditions, it has agreed to receive its payment after the repayment of certain co‑lenders pursuant to a payment waterfall. The reported interest rate of 9.28% at December 31, 2017, includes additional interest of 0.69% per annum as specified under the contractual arrangement among the Company and the co‑lenders. |
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
Note 1. Organization
The Company is a Maryland corporation formed on December 8, 2015, as an externally managed, non-diversified, closed-end investment company. The Company has elected to be regulated as a BDC and as a RIC under Subchapter M of the Code.
The Company’s objective is to provide stockholders with current income and capital appreciation through its strategic investment focus primarily on debt investments and, to a lesser extent, equity investments primarily in middle-market companies located principally in the United States. OFS Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company. OFS Advisor, an affiliate of the Company, a registered investment adviser, and a subsidiary of OFSAM, serves as investment adviser to the Company, and Evolv, a registered investment adviser, serves as sub-adviser to the Company. OFS Advisor also serves as the investment adviser to CLO funds and other assets, including OFS Capital. OFS Capital is a publicly traded BDC with an investment strategy similar to the Company's.
The Company intends to raise up to $200,000,000 through offering shares of its common stock to investors in a continuous offering in reliance on exemptions from the registration requirements of the Securities Act. In addition, the Company and OFS Advisor have entered into a dealer manager agreement with the Dealer Manager. Placement activities are conducted by the Dealer Manager and participating broker dealers who solicit subscriptions to purchase shares of the Company’s common stock. Fees and expenses paid pursuant to the Dealer Manager Agreement are paid in part by the Company and in part by OFS Advisor.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of presentation: The accompanying interim financial statements of the Company and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and pursuant to ASC Topic 946, Financial Services–Investment Companies, the requirements for reporting on Form 10-Q, and Articles 6, 10 and 12 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting only of normal and recurring accruals and adjustments, necessary for fair presentation as of and for the periods presented. Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation. These financial statements and notes hereto should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10 K for the year ended December 31, 2017. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.
Significant Accounting Policies: The following information supplements the description of significant accounting policies contained in Note 2 to the Company's financial statements included in the Company's 2017 Annual Report on Form 10 K.
Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.
Concentration of credit risk: Aside from its debt instruments, financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places cash deposits only with high credit quality institutions. Management believes this risk of loss is minimal. The amount of loss due to credit risk from debt investments if borrowers fail to perform according to the terms of the contracts, and the collateral or other security for those instruments proved to be of no value to the Company, is equal to the Company's recorded investment in debt instruments and the unfunded loan commitments as disclosed in Note 6.
New accounting standards: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The adoption of this guidance did not have a material impact on the Company’s financial statements. The Company did not adopt any other new accounting pronouncements during the six months ended June 30, 2018 that had, or is expected to have, a material impact on the Company's financial statements.
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
The following table discusses recently issued ASUs, as issued by the FASB yet to be adopted by the Company:
|
| | | | |
Standard | | Description | | Effect of Adoption on the financial statements |
Standards that are not yet adopted | | |
ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities | | Shortens the amortization period for certain purchased callable debt securities held at a premium to the earliest call date. Securities held at a discount are to continue to be amortized to maturity. | | Annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the ASU in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The adoption of ASU 2017-08 is not expected to have a material effect on the Company's financial statements. |
ASU 2017-12, Derivatives and Hedging, Targeted Improvements to Accounting for Hedging Activities | | Eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires, for qualifying hedges, the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, the guidance also expands an entity's ability to apply hedge accounting for nonfinancial and financial risk components, simplifies the hedge documentation and hedge effectiveness assessment requirements, and modifies certain disclosure requirements. | | Annual reporting periods beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on the Company’s financial position or disclosures. |
Note 3. Related Party Transactions
Investment Advisory and Management Agreement: OFS Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company pursuant to an Investment Advisory Agreement, which became effective on August 30, 2016, when the Company satisfied the Minimum Offering Requirement (as defined hereafter). Under the terms of the Investment Advisory Agreement, which are in accordance with the 1940 Act and subject to the overall supervision of the Company’s Board, OFS Advisor is responsible for sourcing potential investments, conducting research and diligence on potential investments and equity sponsors, analyzing investment opportunities, structuring investments, and monitoring investments and portfolio companies on an ongoing basis. OFS Advisor is a subsidiary of OFSAM and a registered investment advisor under the Advisers Act.
OFS Advisor’s services under the Investment Advisory Agreement are not exclusive to us and OFS Advisor is free to furnish similar services to other entities, including other BDCs affiliated with OFS Advisor, so long as its services to us are not impaired. OFS Advisor also serves as the investment adviser to CLO funds and other assets, including OFS Capital, a publicly traded BDC with an investment strategy similar to the Company.
OFS Advisor receives fees for providing services, consisting of two components: a base management fee and an incentive fee. From August 30, 2016, the effective date of the Investment Advisory Agreement, through May 19, 2017, the base management fee was calculated at an annual rate of 2.0% and based on the average value of the Company’s total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts and including assets owned by any consolidated entity) at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the quarter. On May 19, 2017, OFS Advisor agreed to permanently reduce the base management fee from 2.0% per annum to 1.25% per annum. The sub-adviser will continue to receive the amount of management fees allocated to it pursuant to the Investment Sub-Advisory Agreement, subject to the reduced base management fee.
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
The incentive fee has two parts. The first part ("Income Incentive Fee") is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination and sourcing, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest or dividend feature (such as OID, debt instruments with PIK interest, equity investments with accruing or PIK dividend and zero coupon securities), accrued income that the Company has not yet received in cash.
Pre-incentive fee net investment income is expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter. The incentive fee with respect to pre-incentive fee net income is 100.0% of the amount, if any, by which the pre-incentive fee net investment income for the immediately preceding calendar quarter exceeds a 1.75% (which is 7.0% annualized) “hurdle rate” but is less than 2.1875% (or 8.75% annually), referred to as the “catch-up” provision, and 20.0% of the amount of pre-incentive fee net investment income, if any, that exceeds 2.1875%. The “catch-up” is meant to provide OFS Advisor with 20.0% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this pre-incentive fee net investment income exceeds 2.1875% in any calendar quarter.
Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter in which the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the quarterly minimum hurdle rate, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses. The Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the base management fee. These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during such quarter.
The second part of the incentive fee (the “Capital Gain Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and will equal 20.0% of the Company’s aggregate realized capital gains, if any, on a cumulative basis through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation through the end of such year, less all previous amounts paid in respect of the Capital Gain Fee.
The Company accrues the Capital Gain Fee if, on a cumulative basis, the sum of net realized capital gains and (losses) plus net unrealized appreciation and (depreciation) is positive. If, on a cumulative basis, the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation) decreases during a period, the Company will reverse any excess Capital Gain Fee previously accrued such that the amount of Capital Gains Fee accrued is no more than 20% of the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation).
Unless terminated earlier as described below, the Investment Advisory Agreement will remain in effect for a period of two years from August 30, 2016, and will remain in effect from year-to-year thereafter if approved annually by the Company’s Board or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities, and, in either case, if also approved by a majority of the Company’s directors who are not “interested persons” as defined in the 1940 Act. On April 5, 2018, the Board continued the Investment Advisory Agreement for a twelve month period from August 30, 2018 to August 30, 2019. The Investment Advisory Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act, and may be terminated by the Company or OFS Advisor without penalty upon not less than 60 days’ written notice to the other. The holders of a majority of our outstanding voting securities may also terminate the Investment Advisory Agreement without penalty upon not less than 60 days’ written notice.
Investment Sub-Advisory Agreement: Evolv serves as the Company’s sub-adviser pursuant to the Investment Sub-Advisory Agreement, which became effective on August 30, 2016, when the Minimum Offering Requirement was satisfied. Evolv assists OFS Advisor with the management of the Company’s activities and operations. On an annualized basis, Evolv earns 20% of the fees paid by the Company to OFS Advisor under the Investment Advisory Agreement with respect to each year, which, when due, are payable by OFS Advisor to Evolv quarterly in arrears. In addition, certain registered representatives of Evolv are also representatives of the Dealer Manager.
Unless terminated earlier as described below, the Investment Sub-Advisory Agreement will remain in effect for a period of two years from August 30, 2016, and will remain in effect from year-to-year thereafter if approved annually by the Company’s Board, including a majority of the Company’s directors who are not interested persons, or by the affirmative vote of the holders
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
of a majority of the Company’s outstanding voting securities. The Investment Sub-Advisory Agreement may be terminated at any time by Evolv upon not less than 60 days’ prior written notice to the Company and OFS Advisor, or by the Company or OFS Advisor upon not less than 60 days’ prior written notice to Evolv and upon (i) the vote of a majority of the Company's outstanding voting securities or (ii) the vote of a majority of the Company’s Board, including a majority of the independent directors. On April 5, 2018, the Board continued the Investment Sub-Advisory Agreement for a twelve month period from August 30, 2018 to August 30, 2019. The Investment Sub-Advisory Agreement will automatically terminate in the event of its assignment. For the three year period following termination of the Investment Sub-Advisory Agreement, other than for cause, as such term is defined in the Investment Sub-Advisory Agreement, Evolv will be entitled to receive from OFS Advisor a percentage (up to 20%) of the management fee and incentive fees received by OFS Advisor with respect to every quarter in such three-year period.
Administration Agreement: OFS Services furnishes the Company with office facilities and equipment, necessary software licenses and subscriptions, and clerical, bookkeeping and record keeping services at such facilities pursuant to the Administration Agreement. Under the Administration Agreement, OFS Services performs, or oversees the performance of, the Company’s required administrative services, which include being responsible for the financial records that the Company is required to maintain and preparing reports to its stockholders and all other reports and materials required to be filed with the SEC or any other regulatory authority. In addition, OFS Services assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports to its stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, OFS Services also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the Company’s offer to provide such assistance. Payment under the Administration Agreement is equal to an amount based upon the Company’s allocable portion of OFS Services’ overhead in performing its obligations under the Administration Agreement, including, but not limited to, rent, information technology services and the Company’s allocable portion of the cost of its officers, including its chief executive officer, chief financial officer, chief compliance officer, chief accounting officer, and their respective staffs. To the extent that OFS Services outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to OFS Services. Amounts charged under the Administration Agreement exclude Contractual Issuer Expenses.
Expenses recognized for the three and six months ended June 30, 2018 and 2017, under agreements with OFS Advisor and OFS Services are presented below:
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
Base management fee | | $ | 35,181 |
|
| $ | 2,828 |
|
| $ | 57,649 |
|
| $ | 3,992 |
|
Administration fee | | 149,834 |
|
| 98,561 |
|
| 314,164 |
|
| 166,229 |
|
Expense Limitation Agreements: OFS Advisor limits the Company's incurred expenses under two agreements: the Investment Advisory Agreement, which contains provisions limiting organization and offering costs and Contractual Issuer Expenses; and an Expense Support Agreement, which limits all other operating expenses. Net expense limitations provided under the Investment Advisory Agreement and Expense Support Agreement for the three and six months ended June 30, 2018 and 2017, are presented below:
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2018 |
| 2017 | | 2018 | | 2017 |
Net organization and offering costs, and Contractual Issuer Expenses limitations (reimbursements) under Investment Advisory Agreement | | $ | (13,105 | ) |
| $ | 76,844 |
| | $ | (2,502 | ) | | $ | 203,303 |
|
Operating expense limitations under Expense Support Agreement | | 320,732 |
|
| 283,883 |
| | 690,002 |
| | 590,278 |
|
Net expense limitations under agreements with OFS Advisor | | $ | 307,627 |
| | $ | 360,727 |
| | $ | 687,500 |
| | $ | 793,581 |
|
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
The Company is conditionally obligated to reimburse OFS Advisor for aggregate expense support provided of $3,379,906 and $2,688,244 at June 30, 2018 and December 31, 2017, respectively, as presented below:
|
| | | | | | | | |
| | June 30, 2018 | | December 31, 2017 |
Unreimbursed costs under Investment Advisory Agreement: | | | | |
Organization costs | | $ | 298,161 |
| | $ | 332,044 |
|
Offering costs: | | | | |
Unamortized as of balance sheet date | | 92,307 |
|
| 88,146 |
|
Amortized as of balance sheet date | | 433,990 |
| | 409,933 |
|
Contractual Issuer Expenses | | 236,849 |
| | 229,525 |
|
Unreimbursed operating expense support under Expense Support Agreement | | 2,318,599 |
| | 1,628,596 |
|
Total conditional reimbursement obligation under expense limitation agreements with OFS Advisor | | $ | 3,379,906 |
| | $ | 2,688,244 |
|
At June 30, 2018, the Company was due $218,722 from OFS Advisor under the Expense Support Agreement, net of $35,181 owed for management fees and $66,830 owed under the reimbursement provisions of the Investment Advisory Agreement. The conditional reimbursement provisions of the Investment Advisory Agreement and Expense Support Agreement are discussed below.
Organization and Offering Costs, and Contractual Issuer Expense Limitations: The Company is conditionally liable for organizational and offering costs, and Contractual Issuer Expenses that OFS Advisor and its affiliates have incurred on its behalf under the terms of the Investment Advisory Agreement. The Investment Advisory Agreement entitles OFS Advisor to receive up to 1.5% of the gross proceeds raised in the Offering until all reimbursable organization and offering costs paid by OFS Advisor and its affiliates have been recovered. Organization and offering expenses incurred by OFS Advisor or its affiliates will be eligible for reimbursement for three years from the date incurred. Unreimbursed organization and offering costs, and Contractual Issuer Expenses as of June 30, 2018, are summarized below:
|
| | | | |
Period incurred | | Unreimbursed Total |
Three months ended March 31, 2016 | | $ | 271,474 |
|
Three months ended June 30, 2016 | | 268,183 |
|
Three months ended September 30, 2016 | | 177,768 |
|
Three months ended December 31, 2016 | | 35,649 |
|
Three months ended March 31, 2017 | | 50,512 |
|
Three months ended June 30, 2017 | | 35,369 |
|
Three months ended September 30, 2017 | | 43,760 |
|
Three months ended December 31, 2017 | | 79,120 |
|
Three months ended March 31, 2018 | | 49,363 |
|
Three months ended June 30, 2018 | | 50,109 |
|
Total unreimbursed organization and offering costs, and Contractual Issuer Expenses | | $ | 1,061,307 |
|
Expense Support Agreement: The Expense Support Agreement is designed to ensure no portion of the Company’s distribution to stockholders will be paid from its Offering proceeds, and provides for expense-reduction payments from OFS Advisor to the Company in any quarterly period in which the Company’s cumulative distributions to stockholders exceeds its cumulative distributable ordinary income and net realized gains ("Cumulative Taxable Income"). Cumulative distributions to stockholders may exceed Cumulative Taxable Income to the extent of cumulative tax-basis return-of-capital distributions received by the Company from its investments without resulting in an expense limitation payment from OFS Advisor. The Expense Support Agreement provides for reimbursement of these payments by the Company to OFS Advisor, however, such liability shall only accrue (i) to the extent they do not cause the then-current annualized year-to-date and quarterly "Other Operating Expense Ratio" (defined below) to exceed such ratios for the annual and quarterly periods, respectively, for which the Company will reimburse OFS Advisor as presented in the table below, and (ii) if the then-current annualized rate of distribution per share equals or exceeds the annualized rate of distribution per share of the supported period for which the Company will reimburse OFS Advisor. The Other Operating Expense Ratio is defined as total operating expenses reported in the statement of operations
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
excluding interest expense, management fees, incentive fees, organization cost, amortization of deferred offering costs, and Contractual Issuer Expenses as a percentage of net assets. Payments under the Expense Support Agreement will be eligible for reimbursement for three years from the date accrued.
Unreimbursed support for operating expenses provided under the Expense Support Agreement as of June 30, 2018, is summarized below:
|
| | | | | | | | | | | | |
| | | | Other Operating Expense Ratio | | |
Supported period | | Amount of expense limitation | | Annualized for the quarter limitation was provided | | Annual for year limitation was provided | | Annualized rate of distribution per share (1) |
Three months ended September 30, 2016 | | $ | 237,837 |
| | 75.2 | % | | 102.7 | % | | 7.0%(2) |
Three months ended December 31, 2016 | | 169,115 |
| | 64.3 | % | | 102.7 | % | | 7.0%(2) |
Three months ended March 31, 2017 | | 306,395 |
| | 82.0 | % | | 18.1 | % | | 7.0% |
Three months ended June 30, 2017 | | 283,883 |
| | 19.0 | % | | 18.1 | % | | 7.0% |
Three months ended September 30, 2017 | | 314,988 |
| | 10.7 | % | | 18.1 | % | | 7.0% |
Three months ended December 31, 2017 | | 316,379 |
| | 8.1 | % | | 18.1 | % | | 7.0% |
Three months ended March 31, 2018 | | 369,270 |
| | 10.1 | % | | n/m(3) |
| | 7.0% |
Three months ended June 30, 2018 | | 320,732 |
| | 8.9 | % | | n/m(3) |
| | 7.0% |
Total unreimbursed operating expense limitations provided under Expense Support Agreement | | $ | 2,318,599 |
| | | | | | |
| |
(1) | The annualized rate of distributions per share is expressed as a percentage equal to the annualized distribution amount as of the end of the applicable period (which is calculated by annualizing the regular quarterly cash distribution per share as of such date without compounding), divided by our public offering price per share as of such date. |
| |
(2) | Agreed-upon annualized distribution rate per share for the purposes of determining reimbursement eligibility. No distribution was actually declared or paid from inception through December 31, 2016. |
| |
(3) | Not meaningful. Annual Other Operating Expense Ratio upon which reimbursement is conditioned is based on the full-year results, and will not be determined until after December 31, 2018. |
Note 4. Investments
As of June 30, 2018, the Company had loans to 20 portfolio companies, of which 89% were senior secured loans and 11% were subordinated loans, at fair value, as well as equity investments in three of these portfolio companies, while holding equity only in one portfolio company. At June 30, 2018, investments consisted of the following:
|
| | | | | | | | | | | | | |
| Amortized Cost | | Percentage of Net Assets | | Fair Value | | Percentage of Net Assets |
Senior secured debt investments | $ | 11,526,511 |
| | 65.6 | % | | $ | 11,587,423 |
| | 66.0 | % |
Subordinated debt investments | 1,445,036 |
| | 8.2 |
| | 1,440,818 |
| | 8.2 |
|
Common equity | 215,258 |
| | 1.2 |
| | 270,750 |
| | 1.5 |
|
Total | $ | 13,186,805 |
| | 75.0 | % | | $ | 13,298,991 |
| | 75.7 | % |
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
At June 30, 2018, all of the Company’s investments were domiciled in the United States. Geographic composition is determined by the location of the corporate headquarters of the portfolio company. The industry compositions of the Company’s portfolio were as follows
|
| | | | | | | | | | | | | | | | | | | | |
| | | | Percentage of: | | | | Percentage of: |
| | Amortized Cost | | Amortized Cost | | Net Assets | | Fair Value | | Fair Value | | Net Assets |
Administrative and Support and Waste Management and Remediation Services |
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
Temporary Help Services |
| $ | 508,243 |
|
| 3.9 | % | | 2.9 | % | | $ | 508,271 |
|
| 3.8 | % | | 2.9 | % |
Arts, Entertainment, and Recreation |
|
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
All Other Amusement and Recreation Industries |
| 493,287 |
|
| 3.7 |
| | 2.8 |
| | 495,258 |
|
| 3.7 |
| | 2.8 |
|
Construction |
|
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
Plumbing, Heating, and Air-Conditioning Contractors |
| 590,278 |
|
| 4.5 |
| | 3.4 |
| | 630,577 |
|
| 4.7 |
| | 3.6 |
|
Finance and Insurance |
|
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
Insurance Agencies and Brokerages |
| 442,497 |
|
| 3.4 |
| | 2.5 |
| | 438,162 |
|
| 3.3 |
| | 2.5 |
|
Health Care and Social Assistance |
|
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
Offices of Physicians, Mental Health Specialists |
| 1,692,689 |
|
| 12.7 |
| | 9.5 |
| | 1,696,194 |
|
| 12.7 |
| | 9.6 |
|
Outpatient Mental Health and Substance Abuse Centers |
| 990,398 |
|
| 7.5 |
| | 5.6 |
| | 994,757 |
|
| 7.5 |
| | 5.7 |
|
Information |
|
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
Data Processing, Hosting, and Related Services |
| 590,053 |
|
| 4.5 |
| | 3.4 |
| | 573,231 |
|
| 4.3 |
| | 3.3 |
|
Software Publishers |
| 45,890 |
|
| 0.3 |
| | 0.3 |
| | 56,973 |
|
| 0.4 |
| | 0.3 |
|
Manufacturing |
|
|
|
| |
| |
|
|
| |
|
Commercial Printing (except Screen and Books) |
| 246,215 |
|
| 1.9 |
| | 1.4 |
| | 244,728 |
|
| 1.8 |
| | 1.4 |
|
Packaging Machinery Manufacturing |
| 175,163 |
|
| 1.3 |
| | 1.0 |
| | 180,043 |
|
| 1.4 |
| | 1.0 |
|
Truck Trailer Manufacturing |
| 473,264 |
|
| 3.6 |
| | 2.7 |
| | 472,556 |
|
| 3.6 |
| | 2.7 |
|
Other Services (except Public Administration) |
|
|
|
| |
| |
|
|
| |
|
Automotive Body, Paint, and Interior Repair and Maintenance |
| 367,603 |
|
| 2.8 |
| | 2.1 |
| | 367,087 |
|
| 2.8 |
| | 2.1 |
|
Automotive Oil Change and Lubrication Shops |
| 609,715 |
|
| 4.6 |
| | 3.5 |
| | 627,141 |
|
| 4.7 |
| | 3.6 |
|
Professional, Scientific, and Technical Services |
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
Computer Systems Design and Related Services |
| 84,216 |
|
| 0.6 |
| | 0.5 |
| | 84,055 |
|
| 0.6 |
| | 0.5 |
|
Public Administration |
|
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
Other Justice, Public Order, and Safety Activities |
| 73,905 |
|
| 0.6 |
| | 0.4 |
| | 75,462 |
|
| 0.6 |
| | 0.4 |
|
Retail Trade |
|
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
Cosmetics, Beauty Supplies, and Perfume Stores |
| 679,350 |
|
| 5.2 |
| | 3.9 |
| | 687,893 |
|
| 5.2 |
| | 3.9 |
|
Warehouse Clubs and Supercenters |
| 456,789 |
|
| 3.5 |
| | 2.6 |
| | 472,989 |
|
| 3.6 |
| | 2.7 |
|
Shoe Store |
| 496,926 |
|
| 3.8 |
| | 2.8 |
| | 513,539 |
|
| 3.9 |
| | 2.9 |
|
Transportation and Warehousing |
|
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
General Warehousing and Storage |
| 1,485,284 |
|
| 11.3 |
| | 8.5 |
| | 1,485,284 |
|
| 11.2 |
| | 8.5 |
|
Wholesale Trade |
|
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
|
Industrial Machinery and Equipment Merchant Wholesalers |
| 1,699,430 |
|
| 12.8 |
| | 9.6 |
| | 1,713,366 |
|
| 12.8 |
| | 9.7 |
|
Stationery and Office Supplies Merchant Wholesalers |
| 985,610 |
|
| 7.5 |
| | 5.6 |
| | 981,425 |
|
| 7.4 |
| | 5.6 |
|
|
| $ | 13,186,805 |
|
| 100.0 | % | | 75.0 | % | | $ | 13,298,991 |
|
| 100.0 | % | | 75.7 | % |
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
As of December 31, 2017, the Company had loans to 13 portfolio companies, of which 91% were senior secured loans and 9% were subordinated loans, at fair value, as well as equity investments in two of these portfolio companies. At December 31, 2017, investments consisted of the following:
|
| | | | | | | | | | | | | |
| Amortized Cost | | Percentage of Net Assets | | Fair Value | | Percentage of Net Assets |
Senior secured debt investments | $ | 4,548,325 |
| | 40.4 | % | | $ | 4,556,911 |
| | 40.4 | % |
Subordinated debt investments | 456,254 |
| | 4.0 |
| | 459,278 |
| | 4.1 |
|
Preferred equity | 82,953 |
| | 0.7 |
| | 81,889 |
| | 0.7 |
|
Common equity | 37,500 |
| | 0.3 |
| | 40,581 |
| | 0.4 |
|
Total | $ | 5,125,032 |
| | 45.4 | % | | $ | 5,138,659 |
| | 45.6 | % |
At December 31, 2017, all of the Company’s investments were domiciled in the United States. Geographic composition is determined by the location of the corporate headquarters of the portfolio company. The industry compositions of the Company’s portfolio were as follows:
|
| | | | | | | | | | | | | | | | | | | | |
| | | | Percentage of: | | | | Percentage of: |
| | Amortized Cost | | Amortized Cost | | Net Assets | | Fair Value | | Fair Value | | Net Assets |
Arts, Entertainment, and Recreation | | | | | | | | | | | | |
All Other Amusement and Recreation Industries | | $ | 492,541 |
| | 9.6 | % | | 4.4 | % | | $ | 496,271 |
| | 9.7 | % | | 4.4 | % |
Health Care and Social Assistance | | | | | | | | | | | | |
Offices of Physicians, Mental Health Specialists | | 495,458 |
| | 9.7 |
| | 4.4 |
| | 492,845 |
| | 9.6 |
| | 4.4 |
|
Finance and Insurance | | | | | | | | | | | | |
Insurance Agencies and Brokerages | | 439,515 |
| | 8.7 |
| | 4.0 |
| | 435,546 |
| | 8.5 |
| | 3.8 |
|
Professional, Scientific, and Technical Services | | | | | | | | | | | | |
Computer Systems Design and Related Services | | 150,353 |
| | 2.9 |
| | 1.3 |
| | 150,606 |
| | 2.9 |
| | 1.3 |
|
Testing Laboratories | | 473,120 |
| | 9.2 |
| | 4.2 |
| | 468,910 |
| | 9.1 |
| | 4.2 |
|
Manufacturing | | | | | | | | | | | | |
Commercial Printing (except Screen and Books) | | 246,305 |
| | 4.8 |
| | 2.2 |
| | 246,717 |
| | 4.8 |
| | 2.2 |
|
Packaging Machinery Manufacturing | | 179,071 |
| | 3.5 |
| | 1.6 |
| | 183,333 |
| | 3.6 |
| | 1.6 |
|
Truck Trailer Manufacturing | | 473,604 |
| | 9.2 |
| | 4.2 |
| | 473,023 |
| | 9.2 |
| | 4.2 |
|
Other Services (except Public Administration) | | | | | | | | | | | | |
Automotive Oil Change and Lubrication Shops | | 675,258 |
| | 13.2 |
| | 6.0 |
| | 685,193 |
| | 13.3 |
| | 6.1 |
|
Public Administration | | | | | | | | | | | | |
Other Justice, Public Order, and Safety Activities | | 73,965 |
| | 1.4 |
| | 0.7 |
| | 74,972 |
| | 1.5 |
| | 0.7 |
|
Retail Trade | | | | | | | | | | | | |
Cosmetics, Beauty Supplies, and Perfume Stores | | 476,164 |
| | 9.3 |
| | 4.2 |
| | 473,420 |
| | 9.2 |
| | 4.2 |
|
Warehouse Clubs and Supercenters | | 455,924 |
| | 8.9 |
| | 4.0 |
| | 457,964 |
| | 8.9 |
| | 4.1 |
|
Shoe Store | | 493,754 |
| | 9.6 |
| | 4.4 |
| | 499,859 |
| | 9.7 |
| | 4.4 |
|
| | $ | 5,125,032 |
| | 100.0 | % | | 45.6 | % | | $ | 5,138,659 |
| | 100.0 | % | | 45.6 | % |
Note 5. Fair Value of Financial Instruments
The Company’s investments are valued at fair value as determined in good faith by Company management under the supervision, and review and approval of the Board. These fair values are determined in accordance with a documented valuation policy and a consistently applied multi-step valuation process as described below:
| |
• | For each debt investment, a basic credit risk rating review process is completed. The risk rating on every credit facility is reviewed and either reaffirmed or revised by OFS Advisor’s investment committee. |
| |
• | Each portfolio company or investment is valued by OFS Advisor. |
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
| |
• | The preliminary valuations are documented and are then submitted to OFS Advisor’s investment committee for ratification. |
| |
• | Third-party valuation firm(s) provide valuation services as requested, by reviewing the investment committee’s preliminary valuations. OFS Advisor’s investment committee’s preliminary fair value conclusions on each of the Company’s assets for which sufficient market quotations are not readily available are reviewed and assessed by a third-party valuation firm at least once in every 12-month period, and more often as determined by the audit committee of the Company’s Board or required by the Company’s valuation policy. Such valuation assessments may be in the form of positive assurance, range of values or other valuation method based on the discretion of the Company’s Board. |
| |
• | The audit committee of the Board reviews the preliminary valuations of OFS Advisor’s investment committee and independent valuation firms and, if appropriate, recommends the approval of the valuations by the Board. |
| |
• | The Company’s Board discusses valuations and determines the fair value of each investment in the portfolio in good faith based on the input of OFS Advisor, the audit committee and, where appropriate, the respective independent valuation firm. |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values are determined with models or other valuation techniques, valuation inputs, and assumptions market participants would use in pricing an asset or liability. Valuation inputs are organized in a hierarchy that gives the highest priority to prices for identical assets or liabilities quoted in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of inputs in the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2: Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include: (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived principally from or corroborated by observable market data.
Level 3: Unobservable inputs for the asset or liability, and situations where there is little, if any, market activity for the asset or liability at the measurement date.
The inputs into the determination of fair value are based upon the best information under the circumstances and may require significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
The Company assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the measurement date. All of the Company’s investments, which are measured at fair value, were categorized as Level 3 based upon the lowest level of significant input to the valuations. There were no transfers among Level 1, 2 and 3 during the six months ended June 30, 2018 and 2017.
Each quarter, for investments for which unadjusted quoted prices in active markets are not available, the Company assesses whether Indicative Prices are available, as well as the Company's ability to transact at such Indicative Prices. Investments for which sufficient Indicative Prices exist are generally valued consistent with such Indicative Prices. The Company periodically corroborates observed Indicative Prices with its actual investment purchase prices and/or other valuation techniques, such as the discounted cash flow method described below. Based on the corroborating analysis and the experience of the Company’s management in purchasing and selling these investments, the Company believes that these Indicative Prices may be reasonable indicators of fair value. In certain instances, the Company may partially rely on Indicative Prices when the Company determines such Indicative Prices are not of sufficient strength to rely on as the sole indication of fair value. In such instances, the Company applies a weighting factor to the Indicative Price and an alternative fair value analysis, typically a discounted cash flow analysis. The weighting factor placed on an Indicative Price is applied consistently based upon its relative strength, which considers, among other factors, and when available, the depth and liquidity of the Indicative Price. Weighting factors are not significant to the overall fair value measurement, but rather are applied to incorporate relevant market data when available.
In addition, each quarter the Company assesses whether an arm’s length transaction occurred in the same security, including the Company's new investments during the quarter, the cost of which (“Transaction Prices”), may be considered a reasonable indication of fair value for up to three months after the transaction date.
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
Due to the private nature of this marketplace (meaning actual transactions are not publicly reported), and the non-binding nature of the Indicative Prices, and the general inability to observe the input for the full length of the term of an investment, the Company believes that these valuation inputs are classified as Level 3 within the fair value hierarchy.
In the absence of sufficient, actionable Indicative Prices or Transaction Prices, as an indication of fair value, and consistent with the policies and methodologies adopted by the Board, the Company performs detailed valuations of its debt and equity investments, including an analysis on the Company’s unfunded loan commitments, using both the market and income approaches as appropriate. There is no one methodology to estimate fair value and, in fact, for any one portfolio company, fair value is generally best expressed as a range of values. The Company may also engage one or more independent valuation firm(s) to conduct independent appraisals of its investments to develop the range of values, from which the Company derives a single estimate of value. Under the income approach, the Company typically prepares and analyzes discounted cash flow models to estimate the present value of future cash flows of either an individual debt investment or of the underlying portfolio company itself.
The primary method used to estimate the fair value of the Company's debt investments is the discounted cash flow method. However, if there is deterioration in credit quality or a debt investment is in workout status, the Company may consider other methods in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. The discounted cash flow approach to determining fair value (or a range of fair values) involves applying an appropriate discount rate(s) to the estimated future cash flows using various relevant factors depending on investment type, including the latest arm’s length or market transactions involving the subject security, a benchmark credit spread or other indication of market yields, and company performance. The valuation based on the inputs determined to be the most reasonable and probable is used as the fair value of the investment, which may include a weighting factor applied to multiple valuation methods. The determination of fair value using these methodologies may take into consideration a range of factors including, but not limited to, the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, financing transactions subsequent to the acquisition of the investment and anticipated financing transactions after the valuation date.
The primary method used to estimate the fair value of the Company's equity securities is the market approach. Under the market approach, the Company estimates the enterprise value of portfolio companies. Typically, the enterprise value of a private company is based on multiples of EBITDA, net income, revenues, or other relevant basis. The valuation based on the inputs determined to be the most reasonable and probable is used as the fair value of the investment, which may include a weighting factor applied to multiple valuation methods. In estimating the enterprise value of a portfolio company, the Company analyzes various factors consistent with industry practice, including, but not limited to, the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, portfolio companies’ historical and projected financial results, applicable market trading and transaction comparables, the nature and realizable value of any collateral, financing transactions subsequent to the acquisition of the investment and anticipated financing transactions after the valuation date.
Application of these valuation methodologies involves a significant degree of judgment by management. Due to the inherent uncertainty of determining the fair value of Level 3 investments, the fair value of the investments may differ significantly from the values that would have been used had a ready market or observable inputs existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions, or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company might realize significantly less than the value at which such investment had previously been recorded. The Company’s investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
The following table provides quantitative information about the Company’s significant Level 3 fair value inputs to the Company’s fair value measurement as of June 30, 2018 and December 31, 2017. In addition to the technique and input noted in the tables below, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining the Company’s fair value measurements. The table below is not intended to be exhaustive, but rather provides information on the significant Level 3 inputs as they relate to the Company’s fair value measurements.
|
| | | | | | | | | |
| Fair Value at June 30, 2018 (1) | | Valuation techniques | | Unobservable input | | Range (Weighted average) |
Debt investments: |
|
|
|
|
|
|
|
|
Senior secured | $ | 6,372,653 |
|
| Discounted cash flow |
| Discount rate |
| 5.87% - 15.87% (12.10%) |
|
|
|
|
|
|
|
|
|
Subordinated | 1,440,818 |
|
| Discounted cash flow |
| Discount rate |
| 12.83% - 14.38% (13.32%) |
| | | | | | | |
Equity investments: |
|
|
|
|
|
|
|
|
Common equity | 270,750 |
|
| Market approach |
| EBITDA multiples |
| 4.36x - 10.56x (6.79x) |
| |
(1) | Excludes $5,214,770 of senior secured debt investments valued at a Transaction Price. |
|
| | | | | | | | | |
| Fair Value at December 31, 2017 (1) | | Valuation techniques | | Unobservable input | | Range (Weighted average) |
Debt investments: | | | | | | | |
Senior secured | $ | 3,403,004 |
| | Discounted cash flow | | Discount rate | | 5.45% - 14.65% (11.22%) |
| 457,964 |
| | Indicative Prices | | Broker-dealers' quotes | | N/A |
| | | | | | | |
Subordinated | 459,278 |
| | Discounted cash flow | | Discount rate | | 14.20% - 14.20% (14.20%) |
| | | | | | | |
Equity investments: | | | | | | | |
Preferred equity | 81,889 |
| | Market approach | | EBITDA multiples | | 8.95x - 8.95x (8.95x) |
Common equity | 40,581 |
| | Market approach | | EBITDA multiples | | 7.90x - 7.90x (7.90x) |
| |
(1) | Excludes $695,943 of senior secured debt investments valued at a Transaction Price. |
Changes in market credit spreads or the credit quality of the underlying portfolio company (both of which could impact the discount rate), among other things, could have a significant impact on debt fair value. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
The following tables present changes in the investment measured at fair value using Level 3 inputs for the six months ended June 30, 2018:
|
| | | | | | | | | | | | | | | | | | | |
| Senior Secured Debt Investments | | Subordinated Debt Investments | | Preferred Equity | | Common Equity | | Total |
Level 3 assets, January 1, 2018 | $ | 4,556,911 |
|
| $ | 459,278 |
|
| $ | 81,889 |
|
| $ | 40,581 |
|
| $ | 5,138,659 |
|
| | | | | | | | | |
Net unrealized appreciation on investments | 51,694 |
|
| (6,849 | ) |
| 1,303 |
|
| 52,411 |
|
| 98,559 |
|
Net realized gain on investments | — |
| | — |
| | 1,414 |
| | — |
| | 1,414 |
|
Amortization of Net Loan Fees | 22,680 |
|
| 2,327 |
|
| — |
|
| — |
|
| 25,007 |
|
Paid-in kind interest and dividend income | 1,611 |
|
| 6,062 |
|
| 2,630 |
|
| — |
|
| 10,303 |
|
Proceeds from principal payments on portfolio investments | (1,661,538 | ) |
| — |
|
| — |
|
| — |
|
| (1,661,538 | ) |
Sale/redemption of portfolio investments | — |
| | — |
| | (87,236 | ) | | — |
| | (87,236 | ) |
Purchase of portfolio investments | 8,616,065 |
|
| 980,000 |
|
| — |
|
| 177,758 |
|
| 9,773,823 |
|
| | | | | | | | | |
Level 3 assets, June 30, 2018 | $ | 11,587,423 |
|
| $ | 1,440,818 |
|
| $ | — |
|
| $ | 270,750 |
|
| $ | 13,298,991 |
|
Net unrealized appreciation for the six months ended June 30, 2018, reported in the Company’s statements of operations attributable to the Company’s Level 3 asset held at period end was $98,559.
|
| | | |
| Senior Secured Debt Investments |
Level 3 assets, January 1, 2017 | $ | 98,652 |
|
| |
Net unrealized appreciation on investments | (360 | ) |
Amortization of Net Loan Fees | 836 |
|
Purchase of portfolio investments | 1,090,268 |
|
Proceeds from principal payments on portfolio investments | (114,393 | ) |
| |
Level 3 assets, June 30, 2017 | $ | 1,075,003 |
|
The net change in unrealized appreciation for the six months ended June 30, 2017, reported in the Company’s statements of operations attributable to the Company’s Level 3 assets held at period end was $(360).
GAAP requires disclosure of the fair value of financial instruments for which it is practical to estimate such value and the methods and significant assumptions used to estimate fair value. GAAP excludes from this requirement non-financial assets and liabilities. Accordingly, the required fair value disclosures provide only a partial estimate of the fair value of the Company. The Company believes that the carrying amounts of its other financial instruments such as cash, receivables and payables approximate the fair value of such items due to the short maturity of such instruments.
Note 6. Commitments and Contingencies
Unfunded commitments to the Company's portfolio companies as of June 30, 2018, were as follows:
|
| | | | | | |
Name of Portfolio Company | | Investment Type | | Commitment |
Carolina Lubes, Inc. | | Senior Secured Revolver | | $ | 42,857 |
|
Cirrus Medical Staffing, Inc. | | Senior Secured Revolver | | 83,570 |
|
The Escape Game, LLC | | Senior Secured Loan | | 500,000 |
|
| | | | $ | 626,427 |
|
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
From time to time, the Company is involved in legal proceedings in the normal course of its business. Although the outcome of such litigation cannot be predicted with any certainty, management is of the opinion, based on the advice of legal counsel, that final disposition of any litigation should not have a material adverse effect on the financial position of the Company as of June 30, 2018.
In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not occurred. The Company believes the risk of any material obligation under these indemnifications to be low.
Note 7. Federal Income Tax
The Company has elected to be taxed as a RIC under Subchapter M of the Code. The determination of the tax attributes of the Company's distributions is made annually as of the end of its fiscal year based on its ICTI and distributions for the full year.
The Company records reclassifications to its capital accounts related to permanent differences between the GAAP and tax treatment of net investment income and realized gains and losses. Reclassifications for the three and six months ended June 30, 2018 and 2017 were as follows:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Paid-in capital in excess of par | $ | (66,830 | ) | | $ | (62,395 | ) | | $ | (97,812 | ) | | $ | (69,152 | ) |
Accumulated undistributed net investment income | 66,830 |
| | 62,395 |
| | 97,812 |
| | 69,152 |
|
The tax-basis of portfolio investments and net unrealized appreciation on investments did not differ from their GAAP basis as of June 30, 2018. The tax-basis cost of investments and associated tax-basis gross unrealized appreciation (depreciation) inherent in the fair value of investments as of December 31, 2017 were as follows:
|
| | | | |
| | December 31, 2017 |
Tax-basis amortized cost of investments | | $ | 5,121,025 |
|
Tax-basis gross unrealized appreciation on investments | | 32,435 |
|
Tax-basis gross unrealized depreciation on investments | | (14,801 | ) |
Tax-basis net unrealized appreciation on investments | | 17,634 |
|
Fair value of investments | | $ | 5,138,659 |
|
For further information, see the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
Note 8. Financial Highlights
The following is a schedule of financial highlights for the three and six months ended June 30, 2018 and 2017:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Per share data: | | | | | | | |
Net asset value per share at beginning of period | $ | 13.34 |
|
| $ | 13.32 |
| | $ | 13.33 |
|
| $ | 13.33 |
|
Distributions (1) | $ | (0.26 | ) | | (0.26 | ) | | $ | (0.52 | ) | | (0.52 | ) |
Net investment income (loss) | 0.21 |
|
| (0.13 | ) | | 0.43 |
|
| (0.07 | ) |
Net unrealized appreciation on non-control/non-affiliate investments | 0.06 |
|
| — |
| | 0.1 |
|
| — |
|
Issuance of common stock (2) | 0.05 |
|
| 0.37 |
| | 0.06 |
|
| 0.56 |
|
Net asset value per share at end of period | $ | 13.40 |
|
| $ | 13.30 |
| | $ | 13.40 |
|
| $ | 13.30 |
|
Total return based on net asset value (3) | 2.4 | % |
| 1.8 | % | | 4.5 | % |
| 3.1 | % |
Shares issued or subscribed at end of period | 1,311,712 |
| | 416,103 |
| | 1,311,712 |
| | 416,103 |
|
Weighted average shares issued or subscribed | 1,134,739 |
|
| 179,560 |
| | 1,015,142 |
| | 131,459 |
|
Ratio/Supplemental Data | | | | | | | |
Average net asset value (4) | $ | 15,417,577 |
|
| $ | 3,476,695 |
| | $ | 14,035,062 |
|
| $ | 2,666,139 |
|
Net asset value at end of period | $ | 17,570,717 |
|
| $ | 5,535,557 |
| | $ | 17,570,717 |
|
| $ | 5,535,557 |
|
Net investment income | $ | 234,013 |
|
| $ | (23,643 | ) | | $ | 437,330 |
|
| $ | (8,683 | ) |
Ratio of total operating expenses to average net assets (5) | 2.5 | % |
| 5.0 | % | | 1.2 | % |
| 2.4 | % |
Ratio of net investment income to average net assets (5) | 6.1 | % |
| (2.7 | )% | | 6.2 | % |
| (0.7 | )% |
Portfolio turnover | 6.3 | % |
| 17.3 | % | | 18.2 | % |
| 24.1 | % |
| |
(1) | The per share data for distributions is the actual amount of distributions declared per share during the period. |
| |
(2) | The issuance of common stock on a per share basis reflects the incremental net asset value change as a result of the issuance of shares of common stock in the Company’s continuous public offering and the dilutive or anti-dilutive impact from significant changes in weighted-average shares outstanding during the period. |
| |
(3) | Calculation is ending net asset value less beginning net asset value, adjusting for distributions reinvested at the Company’s most recent quarter-end net asset value prior to the respective payment date of the distributions. |
| |
(4) | Based on net asset values as the end of the indicated and preceding calendar quarter. |
Hancock Park Corporate Income, Inc.
Notes to Financial Statements
Note 9. Capital Transactions
Common stock transactions
Below is a summary of transactions with respect to shares of the Company’s common stock issued or subscribed in the Offering during the six months ended June 30, 2018 and 2017: |
| | | | | | | | | | | | | | |
| | Six Months Ended June 30, |
| | 2018 | | 2017 |
| | Shares | | Amount | | Shares | | Amount |
Gross proceeds from the Offering | | 466,012 |
| | $ | 6,524,330 |
| | 337,718 |
| | $ | 4,602,000 |
|
Commissions and dealer manager fees | | — |
| | (425,400 | ) | | — |
| | (167,808 | ) |
Dealer manager fees paid by OFS Advisor | | — |
| | 195,625 |
| | — |
| | 125,850 |
|
Net proceeds to the Company | | 466,012 |
| | $ | 6,294,555 |
| | 337,718 |
| | $ | 4,560,042 |
|
On May 19, 2017, OFS Advisor agreed to pay the dealer manager fee on subsequent sales of shares of our common stock in the Offering. Payments of dealer manager fees by OFS Advisor are not subject to reimbursement by the Company.
Distributions
The following table reflects the cash distributions per share that the Company declared on its common stock during the six months ended June 30, 2018 and 2017. Stockholders of record as of each respective record date were entitled to receive the distribution. |
| | | | | | | | | | | | |
Date Declared | | Record Dates | | Payment Date | | Amount Per Share | | Cash Distribution |
Six Months Ended June 30, 2018 | | | | | | |
January 29, 2018 | | January 29, 2018, February 26, 2018, March 28, 2018 | | April 16, 2018 | | $ | 0.0875 |
| | $ | 234,076 |
|
April 26, 2018 | | April 26, 2018, May 29, 2018, and June 27, 2018 | | July 16, 2018 | | 0.0875 |
| | 297,097 |
|
| | | | | | | | |
Six Months Ended June 30, 2017 | | | | | | |
January 31, 2017 |
| January 31, 2017 |
| April 21, 2017 |
| $ | 0.0875 |
|
| $ | 6,859 |
|
February 27, 2017 |
| February 28, 2017, March 31, 2017 |
| April 21, 2017 |
| 0.0875 |
|
| 14,857 |
|
April 25, 2017 |
| April 28, 2017, May 31, 2017, June 30, 2017 |
| July 14, 2017 |
| 0.0875 |
|
| 38,753 |
|
The above distributions were funded, in part, through the reimbursement of certain operating expenses by OFS Advisor under the Expense Support Agreement. The Expense Support Agreement is designed to ensure no portion of the Company's distribution to stockholders will be paid from Offering proceeds, and will provide for expense reduction payments to the Company in any quarterly period in which the Company's cumulative distributions to stockholders exceeds the Company's cumulative ICTI and net realized gains. The Expense Support Agreement may be terminated by OFS Advisor, without payment of any penalty, with or without notice to the Company.
Note 10. Subsequent Events Not Disclosed Elsewhere
On July 2, 2018, the Company collected $742,101 related to subscriptions receivable as of June 30, 2018. Subsequently, the Company sold an additional 86,533 common shares for additional net proceeds of $1,199,991.
On July 27, 2018, the Board declared a distribution of $0.0875 per common share, payable on October 15, 2018, to stockholders of record on each of July 27, 2018, August 29, 2018, and September 26, 2018.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
Overview
We are an externally managed, closed-end, non-diversified management investment company and have elected to be treated as a BDC under the 1940 Act. We were formed on December 8, 2015, as a corporation under the laws of Maryland. Our investment objective is to provide our stockholders with both current income and capital appreciation primarily through debt investments and, to a lesser extent, equity investments. Our investment strategy focuses primarily on investments in middle-market companies in the United States. We use the term “middle-market” to refer to companies that may exhibit one or more of the following characteristics: number of employees between 150 and 2,000; revenues between $15 million and $300 million; annual EBITDA, between $3 million and $50 million; generally, private companies owned by private equity firms or owners/operators; and enterprise value between $10 million and $500 million. For additional information about how we define the middle-market, see "Item 1. Business—Investment Criteria/Guidelines" in our Annual Report on Form 10-K for the year ended December 31, 2017.
While our investment strategy focuses primarily on middle-market companies in the United States, including senior secured loans, which includes first-lien, second-lien and unitranche loans as well as subordinated loans and, to a lesser extent, warrants and other equity securities, we also may invest up to 30% of our portfolio in opportunistic investments of non-eligible portfolio companies. Specifically, as part of this 30% basket, we may consider investments in investment funds that are operating pursuant to certain exceptions to the 1940 Act and in advisers to similar investment funds, as well as in debt of middle-market companies located outside of the United States and debt and equity of public companies that do not meet the definition of eligible portfolio companies because their market capitalization of publicly traded equity securities exceeds the levels provided for in the 1940 Act.
We intend to raise up to $200,000,000 through the Offering, in reliance on exemptions from the registration requirements of the Securities Act. Placement activities are conducted by our officers and OFS Advisor. In addition, we have entered, and may enter, into additional agreements with placement agents or broker-dealers to solicit investor capital commitments (“Capital Commitments”). In particular, we and OFS Advisor have entered into the Dealer Manager Agreement with the Dealer Manager and certain participating broker-dealers to solicit Capital Commitments. Fees and expenses paid pursuant to these agreements will be paid in part by us and in part by OFS Advisor. On August 30, 2016, Funding I, a subsidiary of OFSAM, purchased 74,074 shares of our common stock in the Offering for gross proceeds of $1,000,000 ("Minimum Offering Requirement"), or $13.50 per share. No selling commissions or dealer manager fees were paid by us in connection with this purchase. On May 19, 2017, OFS Advisor agreed to pay the dealer manager fee on subsequent sales of shares of our common stock in the Offering. Payments of dealer manager fees by OFS Advisor are not subject to reimbursement by us. Since commencing operations on August 30, 2016, and as of August 14, 2018, we have sold a total of 1,398,245 shares of common stock for total gross proceeds of $19,303,780.
Our investment activities are managed by OFS Advisor and supervised by our Board, a majority of whom are independent of us, OFS Advisor and its affiliates. Under the Investment Advisory Agreement we have agreed to pay OFS Advisor an annual base management fee, and an incentive fee based on our investment performance. From August 30, 2016, the effective date of the Investment Advisory Agreement, through May 19, 2017, the base management fee was calculated at an annual rate of 2.0% and based on the average value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts and including assets owned by any entity) at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the quarter. On May 19, 2017, OFS Advisor agreed to permanently reduce the base management fee from 2.0% per annum to 1.25% per annum. Our sub-adviser will continue to receive the amount of management fees allocated to it pursuant to the Investment Sub-Advisory Agreement, subject to the reduced base management fee. OFS Advisor also serves as the investment adviser to CLO funds and other assets, including OFS Capital, a publicly traded BDC with an investment strategy similar to the Company's. Evolv, a registered investment advisor, serves as our sub-advisor pursuant to the Investment Sub-Advisory Agreement.
We have also entered into an Administration Agreement with OFS Services. Under our Administration Agreement, we have agreed to reimburse OFS Services for our allocable portion (subject to the review and approval of our independent directors) of overhead and other expenses incurred by OFS Services in performing its obligations under the Administration Agreement.
As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our assets, as defined by the 1940 Act, are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities
exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case organized in the United States.
We are permitted to borrow money from time to time within the levels permitted by the 1940 Act which generally prohibits us from incurring indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). On March 23, 2018, the Consolidated Appropriations Act of 2018, which includes the SBCAA, was signed into law. The SBCAA amends the 1940 Act to permit a BDC to reduce the required minimum asset coverage ratio applicable to it from 200% to 150%, subject to certain requirements described therein. We may borrow money when the terms and conditions available are favorable to do so and are aligned with our investment strategy and portfolio composition. The use of borrowed funds or the proceeds of preferred stock to make investments would have its own specific benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by holders of our common stock.
We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a RIC under the Code. To qualify as a RIC, we must, among other things, meet certain source-of-income and assets diversification requirements. Pursuant to these elections, we generally will not have to pay corporate-level taxes on any income we distribute to our stockholders.
The 1940 Act generally prohibits BDCs from making certain negotiated co-investments with certain affiliates absent an order from the SEC permitting the BDC to do so. On October 12, 2016, we received exemptive relief from the SEC to permit us to co-invest in portfolio companies with certain other funds managed by OFS Advisor, including OFS Capital (“Affiliated Funds”) in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”). Pursuant to the Order, we are generally permitted to co-invest with Affiliated Funds if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching by us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. As a result of the exemptive relief, there could be significant overlap in our investment portfolio and the investment portfolios of OFS Capital and/or other funds established by OFS Advisor that could avail themselves of the exemptive relief.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
| |
• | The Investment Advisory Agreement with OFS Advisor to manage our operating and investment activities. Under the Investment Advisory Agreement we have agreed to pay OFS Advisor an annual base management fee based on the average value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts and including assets owned by any consolidated entity) as well as an incentive fee based on our investment performance. See "Item 1. Financial Statements –– Notes to Financial Statements – Note 3." |
| |
• | The Administration Agreement with OFS Services, an affiliate of OFS Advisor, to provide us with the office facilities and administrative services necessary to conduct our operations. See "Item 1. Financial Statements – Notes to Financial Statements – Note 3." |
| |
• | Expense Limitation Agreements: OFS Advisor limits the Company's incurred expenses under two agreements: the Investment Advisory Agreement, which contains provisions limiting organization and offering costs, and Contractual Issuer Expenses; and an Expense Support Agreement, which limits all other operating expenses. Both agreement contain conditions under which we may become obligated to reimburse OFS advisor for expense limitations provided thereunder. See "Item 1. Financial Statements – Notes to Financial Statements – Note 3." |
OFS Advisor’s services under the Investment Advisory Agreement are not exclusive to us and OFS Advisor is free to furnish similar services to other entities, including other BDCs affiliated with OFS Advisor, so long as its services to us are not impaired. OFS Advisor also serves as the investment adviser to CLO funds and other assets, including OFS Capital, a publicly traded BDC with an investment strategy similar to the Company.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are those relating to revenue recognition, expense limitation agreements and fair value estimates. Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board. For descriptions of our revenue recognition and fair value policies, see "Item 8. Financial Statements – Notes to Financial Statements – Note 2" and "Management's Discussion and Analysis – Critical Accounting Policies and Significant Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Fair value estimates. The following table illustrates the sensitivity of our fair value measures to reasonably likely changes to the estimated discount rate and EBITDA multiple inputs used in our investment valuations at June 30, 2018:
|
| | | | | | | | | | | | | | | | | | | | |
| | Fair Value at June 30, 2018 | | Weighted average discount rate/EBITDA multiple at June 30, 2018 | | Discount rate sensitivity | | EBITDA multiple sensitivity |
Valuation Method / Investment Type | | | -10% Weighted average | | +10% Weighted average | | +0.5x | | -0.5x |
Discounted cash flow | | | | | | | | | | | | |
Debt investments: | | | | | | | | | | | | |
Senior secured | | $ | 6,372,653 |
| | 12.10% | | $ | 6,504,386 |
| | $ | 6,151,504 |
| | N/A | | N/A |
Subordinated | | 1,440,818 |
| | 13.32% | | $ | 1,500,590 |
| | $ | 1,378,064 |
| | N/A | | N/A |
| | | | | | | | | | | | |
Enterprise value | | | | | | | | | | | | |
Equity investments: | | | | | | | | | | | | |
Common equity | | 270,750 |
| | 6.79x | | N/A | | N/A | | 308,660 |
| | 232,842 |
|
The table above presents the impact to our debt investment fair value accounting measures by uniformly modifying our discount rate valuation input. This discount rate sensitivity measures included in the table do not present the estimated effect of hypothetical changes in actual, observed interest rates, which would affect the cash flows from many of the underlying investments as they are indexed to LIBOR, the operating environment of many of our portfolio companies, and other factors, as well as our estimates of the discount rate valuation input. The effect of hypothetical changes in actual, observed interest rates on our fair value measures is not subject to reasonable estimation.
Portfolio Composition and Investment Activity
Portfolio Composition
The following table summarizes the composition of our investment portfolio as of June 30, 2018 and December 31, 2017:
|
| | | | | | | | | | | | | | | |
| June 30, 2018 | | December 31, 2017 |
| Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
Senior secured debt investments (1) | $ | 11,526,511 |
|
| $ | 11,587,423 |
| | $ | 4,548,325 |
| | $ | 4,556,911 |
|
Subordinated debt investments | 1,445,036 |
|
| 1,440,818 |
| | 456,254 |
| | 459,278 |
|
Preferred equity investments | — |
|
| — |
| | 82,953 |
| | 81,889 |
|
Common equity investments | 215,258 |
|
| 270,750 |
| | 37,500 |
| | 40,581 |
|
| $ | 13,186,805 |
|
| $ | 13,298,991 |
| | $ | 5,125,032 |
| | $ | 5,138,659 |
|
Total number of portfolio companies | 21 |
| | 21 |
| | 13 |
| | 13 |
|
| |
(1) | Includes debt investment in which we have entered into a contractual arrangement with co‑lenders whereby, subject to certain conditions, we have agreed to receive our principal payments after the repayment of certain co‑lenders pursuant to a payment waterfall. At June 30, 2018, the aggregate amortized cost and fair value of this investment was $572,881 and $589,641, respectively. |
As of June 30, 2018 and December 31, 2017, all of our senior secured debt investments were floating rate loans and our subordinated debt investments were fixed rate loans. The average amortized cost and fair value of our debt investments in each portfolio company was $648,577 and $651,412, respectively.
Our portfolio companies were domiciled in the United States at June 30, 2018 and December 31, 2017. The following table shows the portfolio composition by U.S. geographic region at amortized cost and fair value and as a percentage of total investments; the geographic composition is determined by the location of the portfolio company's corporate headquarters:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amortized Cost | | Fair Value |
| June 30, 2018 | | December 31, 2017 | | June 30, 2018 | | December 31, 2017 |
South - US | $ | 3,512,041 |
| | 26.6 | % | | $ | 1,961,189 |
| | 38.3 | % | | $ | 3,576,194 |
| | 26.9 | % | | $ | 1,972,063 |
| | 38.3 | % |
Northeast - U.S. | 2,528,387 |
| | 19.2 |
| | 1,755,266 |
| | 34.2 |
| | 2,568,723 |
| | 19.3 |
| | 1,765,182 |
| | 34.4 |
|
West - U.S. | 2,913,391 |
| | 22.1 |
| | 439,515 |
| | 8.6 |
| | 2,904,871 |
| | 21.8 |
| | 435,546 |
| | 8.5 |
|
Midwest - US | 4,232,986 |
| | 32.1 |
| | 969,062 |
| | 18.9 |
| | 4,249,203 |
| | 32.0 |
| | 965,868 |
| | 18.8 |
|
Total | $ | 13,186,805 |
| | 100.0 | % | | $ | 5,125,032 |
| | 100.0 | % | | $ | 13,298,991 |
| | 100.0 | % | | $ | 5,138,659 |
| | 100.0 | % |
As of June 30, 2018, our investment portfolio’s three largest industries by fair value, were (1) Industrial Machinery and Equipment Merchant Wholesalers of 12.8%, (2) Offices of Physicians, Mental Health Specialists of 12.7%, and (3) General Warehousing and Storage of 11.2%, totaling approximately 36.7% of the investment portfolio. For a full summary of our investment portfolio by industry, see “Item 1–Financial Statements–Note 4."
The following table presents our debt investment portfolio by investment size as of June 30, 2018 and December 31, 2017:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amortized Cost | | Fair Value |
| June 30, 2018 | | December 31, 2017 | | June 30, 2018 | | December 31, 2017 |
Up to $500,000 | $ | 3,272,365 |
| | 25.2 | % | | $ | 4,412,274 |
| | 88.2 | % | | $ | 3,289,733 |
| | 25.2 | % | | $ | 4,412,885 |
| | 88.0 | % |
$500,000 to $1,000,000 | 4,821,779 |
| | 37.2 |
| | 592,305 |
| | 11.8 |
| | 4,843,664 |
| | 37.2 |
| | 603,304 |
| | 12.0 |
|
$1,000,000 to $1,500,000 | 1,485,284 |
| | 11.4 |
| | — |
| | — |
| | 1,485,284 |
| | 11.4 |
| | — |
| | — |
|
Greater than $1,500,000 | 3,392,119 |
| | 26.2 |
| | — |
| | — |
| | 3,409,560 |
| | 26.2 |
| | — |
| | — |
|
Total | $ | 12,971,547 |
| | 100.0 | % | | $ | 5,004,579 |
| | 100.0 | % | | $ | 13,028,241 |
| | 100.0 | % | | $ | 5,016,189 |
| | 100.0 | % |
The following table displays the composition of our debt investment portfolio by weighted average yield as of June 30, 2018 and December 31, 2017:
|
| | | | | | | | | | | | | | | | | | |
| | June 30, 2018 | | December 31, 2017 |
| | Senior Secured | | Subordinated | | Total | | Senior Secured | | Subordinated | | Total |
Weighted Average Yield (1) | | Debt | | Debt | | Debt | | Debt | | Debt | | Debt |
Less than 8% | | 2.7 | % | | — | % | | 2.4 | % | | 4.6 | % | | — | % | | 4.3 | % |
8% - 10% | | 17.8 |
| | — |
| | 15.8 |
| | 48.9 |
| | — |
| | 44.4 |
|
10% - 12% | | 53.7 |
| | — |
| | 47.7 |
| | 36.8 |
| | — |
| | 33.4 |
|
12% - 14% | | 25.8 |
| | 100.0 |
| | 34.1 |
| | 9.7 |
| | 100.0 |
| | 17.9 |
|
Total | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
Weighted average yield | | 10.89 | % | | 13.79 | % | | 11.21 | % | | 10.17 | % | | 13.79 | % | | 10.50 | % |
(1) The weighted average yield on our debt investments is computed as (a) the annual stated accruing interest on our debt investments at the balance sheet date, plus the annualized accretion of Net Loan Fees divided by (b) amortized cost of our debt investments as of the balance sheet date.
The weighted average yield on senior secured debt investments increased approximately 72 basis points during the six months ended June 30, 2018, as a result of net investments in new and existing portfolio companies. The remainder is attributable to increases in reference rates on variable-rate investments, predominantly three-month LIBOR.
The weighted average yield on total investments was 11.03% and 10.22% at June 30, 2018 and December 31, 2017, respectively. Weighted average yield on total investments is computed as (a) the annual stated accruing interest on our debt investments at the balance sheet date, plus the annualized accretion of Net Loan Fees, plus the effective yield on our performing preferred equity investments, divided by (b) amortized cost of our total investment portfolio, including assets in non-accrual status as of the balance sheet date. The weighted average yield of our investments is not the same as a return on
investment for our stockholders but rather the gross investment income from our investment portfolio before the payment of all of our fees and expenses. There can be no assurance that the weighted average yield will remain at its current level.
We categorize debt investments into seven risk categories based on relevant information about the ability of borrowers to service their debt. For additional information regarding our risk categories, see “Item 1. Business–Portfolio Review/Risk Monitoring” in our Annual Report on Form 10-K for the year ended December 31, 2017. All of our debt investments were classified as a risk category 3 as of June 30, 2018 and December 31, 2017.
Investment Activity
The following is a summary of our investment activity for the three and six months ended June 30, 2018 and 2017:
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2018 | | Six Months Ended June 30, 2018 |
| | Debt Investments | | Equity Investments | | Debt Investments | | Equity Investments |
Investments in new portfolio companies | | $ | 3,552,225 |
| | $ | — |
| | $ | 8,020,553 |
| | $ | 177,758 |
|
Investments in existing portfolio companies: | | | | | | | | |
Follow-on investments | | 1,410,256 |
| | — |
| | 1,506,256 |
| | — |
|
Refinanced investments | | — |
| | — |
| | — |
| | — |
|
Delayed draw / revolver funding | | — |
| | — |
| | 69,257 |
| | — |
|
Total investments in existing portfolio companies | | 1,410,256 |
| | — |
| | 1,575,513 |
| | — |
|
Total investments in new and existing portfolio companies | | $ | 4,962,481 |
| | $ | — |
| | $ | 9,596,066 |
| | $ | 177,758 |
|
Number of new portfolio company investments | | 3 |
| | — |
| | 9 |
| | — |
|
Number of existing portfolio company investments | | 2 |
| | — |
| | 4 |
| | — |
|
Proceeds from principal payments | | $ | 700,941 |
| | $ | — |
| | $ | 1,662,121 |
| | $ | — |
|
Proceeds from investments sold or redeemed | | — |
| | 72,743 |
| | — |
| | 87,236 |
|
Total proceeds from principal payments, equity distributions and investments sold | | $ | 700,941 |
| | $ | 72,743 |
| | $ | 1,662,121 |
| | $ | 87,236 |
|
Notable investments in new portfolio companies during the six months ended June 30, 2018, include Online Tech Stores, LLC ($0.98 million subordinated loan) and Performance Team, LLC ($1.49 million senior secured loan).
The weighted-average yield of debt investments in new portfolio companies during the six months ended June 30, 2018, was 11.8%.
We purchased nine new senior secured investments for $1,090,268 during the six months ended June 30, 2017.
Our level of investment activity may vary substantially from period to period depending on various factors, including, but not limited to, the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.
Results of Operations
Key Financial Measures
The following is a discussion of the key financial measures that management employs in reviewing the performance of our operations.
Total Investment Income. We generate revenue in the form of interest income on debt investments and dividend income from our equity investments. Our debt investments typically have a term of three to eight years and bear interest at fixed and floating rates. In some cases, our investments provide for deferred interest or dividend payments, PIK interest, or PIK dividends (meaning interest or dividends paid in the form of additional principal amount of the loan or equity security instead of in cash). We also generate revenue in the form of management, valuation, and other contractual fees, which is recognized as the related services are rendered. In the general course of business, we receive certain fees from portfolio companies which are non-recurring in nature. Such non-recurring fees include prepayment fees on certain loans repaid prior to their scheduled due date, which are recognized as earned when received, and fees for capital structuring services from certain co-lenders, which are recognized as earned upon closing of the investment. Net Loan Fees are capitalized, and accreted or amortized over the life of the loan as interest income. When we receive principal payments on a loan in an amount that exceeds its amortized cost, we will also recognize the excess principal payment as income in the period it is received.
Expenses. Our primary operating expenses include professional fees, the payment of fees to OFS Advisor under the Investment Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement and other operating costs described below. Additionally, we will pay interest expense on any outstanding debt under any new credit facility or other debt instrument we may enter into. We will bear all other out-of-pocket costs and expenses of our operations and transactions, whether incurred by us directly or on our behalf by a third party, including:
| |
• | the cost of calculating our net asset value, including the cost of any third-party valuation services; |
| |
• | the cost of effecting sales and repurchases of shares of our common stock and other securities; |
| |
• | fees payable to third parties relating to making investments, including out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments; |
| |
• | transfer agent and custodial fees; |
| |
• | out-of-pocket fees and expenses associated with marketing efforts; |
| |
• | federal and state registration fees and any stock exchange listing fees; |
| |
• | U.S. federal, state and local taxes; |
| |
• | independent directors’ fees and expenses; |
| |
• | fidelity bond, directors’ and officers’ liability insurance and other insurance premiums; |
| |
• | direct costs, such as printing, mailing and long-distance telephone; |
| |
• | fees and expenses associated with independent audits and outside legal costs; |
| |
• | costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and |
| |
• | other expenses incurred by either OFS Services or us in connection with administering our business. |
Net Gain (Loss) on Investments. Net gain (loss) on investments consists of the sum of: (a) realized gains and losses from the sale of debt or equity securities, or the redemption of equity securities; and (b) net unrealized appreciation or depreciation on debt and equity investments. In the period in which a realized gain or loss is recognized, such gain or loss will generally be offset by the reversal of previously recognized unrealized appreciation or depreciation, and the net gain recognized in that period will generally be smaller. The accumulated net unrealized appreciation or depreciation on debt securities is also reversed when those investments are redeemed or paid off prior to maturity. In such instances, the reversal of accumulated unrealized appreciation or depreciation will be reported as a net loss or gain, respectively, and may be partially offset by the acceleration of any premium or discount on the debt security, which is reported in interest income, and any prepayment fees on the debt security, which is reported in fee income.
We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the debt securities we acquire, the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, distributions from our portfolio companies, the degree to which we encounter competition in our markets and general economic conditions. In light of these factors, results for any period should not be relied upon as being indicative of performance in future periods. Moreover, as a BDC and a RIC, we will also be subject to certain constraints on our operations, including, but not limited to, limitations imposed by the 1940 Act and the Code.
Net increase in net assets resulting from operations can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, annual comparisons of net increase in net assets resulting from operations may not be meaningful.
Comparison of the three and six months ended June 30, 2018, and 2017
Operating results for the three and six months ended June 30, 2018 and 2017, are as follows:
Investment Income
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Interest income | $ | 301,475 |
|
| $ | 19,708 |
|
| $ | 491,648 |
| | $ | 22,937 |
|
Payment-in-kind dividend income | 128 |
|
| — |
|
| 2,630 |
| | — |
|
Fee income | 29,735 |
|
| — |
|
| 30,400 |
| | — |
|
Total investment income | $ | 331,338 |
|
| $ | 19,708 |
|
| $ | 524,678 |
| | $ | 22,937 |
|
Investment income for the three and six months ended June 30, 2018, consisted primarily of interest income on our debt investments and syndication fee income, and was $331,338 and $524,678, respectively. The increase in interest income is primarily due to the growth in our portfolio from the deployment of Offering proceeds. Syndication fee income resulted from approximately $38 million in loan originations during that period which OFS Advisor sourced, structured, and arranged the lending group, and for which we were additionally compensated. Additionally, the weighted-average yield on our portfolio increased from 9.25% at June 30, 2017, to 11.03% at June 30, 2018. See "—Portfolio Composition and Investment Activity."
Gross Expenses. Our gross expenses are limited under the Investment Management Agreement and the Expense Support Agreement; see "—Expense Limitations." Investment expenses by governing expense limitation agreement three and six months ended June 30, 2018 and 2017, are presented below:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Expenses subject to limitation under Investment Advisory Agreement: | | | | | | | |
Amortization of deferred offering costs | $ | 48,205 |
|
| $ | 125,301 |
| | $ | 86,039 |
| | $ | 244,211 |
|
Contractual issuer expenses | 5,520 |
|
| 13,938 |
| | 9,271 |
| | 28,244 |
|
Total expenses subject to limitation under Investment Advisory Agreement | 53,725 |
| | 139,239 |
| | 95,310 |
| | 272,455 |
|
Expenses subject to limitation under Expense Support Agreement: | | | | | | | |
Management fees | 35,181 |
|
| 2,828 |
|
| 57,649 |
| | 3,992 |
|
Administration fee | 149,834 |
|
| 98,561 |
|
| 314,164 |
| | 166,229 |
|
Professional fees | 101,756 |
|
| 98,305 |
|
| 184,198 |
| | 269,733 |
|
Insurance expense | 26,867 |
|
| 28,462 |
| | 45,065 |
| | 56,925 |
|
Transfer agent fees | 20,123 |
|
| 15,120 |
| | 43,703 |
| | 23,314 |
|
Other expenses | 17,466 |
|
| 21,563 |
|
| 34,759 |
| | 32,553 |
|
Total expenses subject to limitation under Expense Support Agreement | 351,227 |
| | 264,839 |
| | 679,538 |
| | 552,746 |
|
Total expenses | $ | 404,952 |
|
| $ | 404,078 |
|
| $ | 774,848 |
| | $ | 825,201 |
|
Expenses Limited under the Investment Management Agreement
Offering Expenses. We incurred offering costs of $44,588 and $21,431 during the three months ended June 30, 2018 and 2017, respectively. Offering costs incurred prior to the commencement of the Offering on July 18, 2016, were deferred and then amortized on a straight-line basis over twelve months from July 18, 2016. All offering costs incurred subsequent to July 18, 2016, are deferred and amortized over a twelve month period from the date incurred. Offering costs for the three and six months ended June 30, 2018 and 2017, include legal fees incurred related to ordinary due diligence and developing distribution platforms for our common stock. Offering costs for the three and six months ended June 30, 2017, also include non-recurring legal fees related to establishing custody agreements with clearing broker-dealers to permit their custody of our common stock.
Amortization of offering costs was $48,205 and $244,211 for the three and six months ended June 30, 2018, respectively. Higher amortization expense in the six months ended June 30, 2017, relate to the amortization of costs that accumulated through July 18, 2016, and amortized over the following year.
Contractual Issuer Expenses. We incurred Contractual Issuer Expenses of $5,520 and $13,938 for the three months ended June 30, 2018 and 2017, respectively, related to salaries and direct expenses of personnel of OFS Advisor and its affiliates directly involved in the activities enumerated above in offering expenses.
Expenses Limited under the Expense Support Agreement
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Management fees | $ | 35,181 |
|
| $ | 2,828 |
|
| $ | 57,649 |
|
| $ | 3,992 |
|
Administrative fees | 149,834 |
|
| 98,561 |
|
| 314,164 |
|
| 166,229 |
|
Professional fees | 101,756 |
|
| 98,305 |
|
| 184,198 |
|
| 269,733 |
|
Total expenses under Expense Support Agreement | $ | 286,771 |
| | $ | 199,694 |
| | $ | 556,011 |
| | $ | 439,954 |
|
Management fees increased due to an increase in our management fee base (generally total assets less cash and subscriptions receivable) as a result of growth in our portfolio from the deployment of Offering proceeds. Administrative fees are primarily related to accounting and record-keeping services, and preparation and filing of required periodic reports with the SEC. Professional fees includes fees for our attorneys, independent accountants and consultants.
Expense Limitations
Expense Limitations under Investment Advisory Agreement. We reimbursed OFS Advisor $66,830 and $97,812 for organization and offering expenses, and Contractual Issuer Expenses for the three and six months ended June 30, 2018, respectively. These reimbursed amounts represent the net amount of expenses we recognized for these items and are in excess of those expenses subject to limitation under Investment Advisory Agreement for the three and six months ended June 30, 2018, of $53,725 and $95,310, which resulted in the recognition of additional expense of $13,105 and $2,502, respectively. We are conditionally obligated to pay OFS Advisor up to 1.5% of the gross proceeds raised in the Offering until all reimbursable organization and offering costs, and Contractual Issuer Expenses paid by OFS Advisor and its affiliates have been recovered. Reimbursable organization and offering costs, and Contractual Issuer Expenses were $1,061,307 as of June 30, 2018.
Under the terms of the Investment Advisory Agreement, organization and offering expenses, and Contractual Issuer Expenses for the three and six months ended June 30, 2017, have been limited to $62,395 and $69,152, respectively. We reimbursed OFS Advisor $18,515 and $23,013 in organization costs and Contractual Issuer Expenses during the three and six months ended June 30, 2017, which reduced other expense limitations for that period and resulted in net recognition of expense. We also reimbursed OFS Advisor $44,200 and $45,807 in offering costs during the three and six months ended June 30, 2017, of which $36,833 and $37,771, respectively, was amortized at the time of reimbursement, and reduced the expense limitations for that period, resulting in net recognition of expense. The remaining $7,367 and $8,036 was unamortized at the time of reimbursement and was reported as deferred offering costs on the balance sheet from where it continuing to amortize in accordance with its original amortization period, and was not subject to further limitation under expense limitation agreements with OFS Advisor. For the foreseeable future we do not expect reimbursement of unamortized offering expenses, necessitating the added complexity of recognizing such expenses on our balance sheet.
The determination of expense limitations under the Investment Advisory Agreement is presented below.
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
Total expenses limited under Investment Advisory Agreement | | $ | 53,725 |
| | $ | 139,239 |
| | $ | 95,310 |
| | $ | 272,455 |
|
Organization costs, amortization of deferred offering costs, and Contractual Issuer Expenses reimbursed and incurred: | | | | | | | | |
Reimbursement of organization costs | | (24,955 | ) | | (16,414 | ) | | (33,882 | ) | | (20,624 | ) |
Reimbursement of amortized offering costs | | (40,193 | ) | | (36,833 | ) | | (61,983 | ) | | (37,771 | ) |
Amortization of reimbursed deferred offering costs | | — |
| | (7,047 | ) | | — |
| | (8,368 | ) |
Reimbursement of Contractual Issuer Expenses | | (1,682 | ) | | (2,101 | ) | | (1,947 | ) | | (2,389 | ) |
Organization costs, amortization of deferred offering costs, and Contractual Issuer Expenses reimbursed and incurred | | (66,830 | ) | | (62,395 | ) | | (97,812 | ) | | (69,152 | ) |
Net organization and offering costs, and Contractual Issuer Expenses limitations (reimbursements) under Investment Advisory Agreement | | $ | (13,105 | ) | | $ | 76,844 |
| | $ | (2,502 | ) | | $ | 203,303 |
|
Expense Limitations under Expense Support Agreement. Gross operating expenses (operating expenses exclusive of organization and offering expenses, and Contractual Issuer Expenses, and before limitations) are subject to limitation under the Expense Support Agreement. OFS Advisor's obligation to provide such expense support is a function of declared distributions on our common stock, and the amount of support provided is determined by reference to unsupported investment company
taxable income (expense) and the amount of the declared distribution; the Expense Support Agreement provides expense support such that distributions are not paid from Offering proceeds. The determination of expense limitation under the Expense Support Agreement for the three and six months ended June 30, 2018 and 2017, is presented below.
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
Total investment income | | $ | 331,338 |
|
| $ | 19,708 |
|
| $ | 524,678 |
| | $ | 22,937 |
|
Expenses limited under the Expense Support Agreement (1): | | | | | | | | |
Interest expense, base management fees, and incentive fees | | 35,181 |
|
| 2,828 |
| | 57,649 |
| | 3,992 |
|
Other operating expenses as defined in the Expense Support Agreement (2) | | 315,013 |
| | 262,010 |
| | 621,889 |
| | 548,754 |
|
Total expenses limited under the Expense Support Agreement | | 350,194 |
| | 264,838 |
| | 679,538 |
| | 552,746 |
|
Temporary differences in recognition of ICTI and GAAP net investment income (1) | | 4,779 |
| | — |
| | 3,969 |
| | — |
|
Unsupported investment company taxable income (loss) | | (23,635 | ) | | (245,130 | ) | | (158,829 | ) | | (529,809 | ) |
Declared distributions | | 297,097 |
| | 38,753 |
| | 531,173 |
| | 60,469 |
|
Expense limitation under Expense Support Agreement | | $ | 320,732 |
| | $ | 283,883 |
| | $ | 690,002 |
| | $ | 590,278 |
|
| |
(1) | Expense limitation under Expense Support Agreement is generally based on ICTI, which excludes organization costs, amortization of deferred offering costs, Contractual Issuer Expenses, and the related expense support under the Investment Advisory Agreement as such items are permanent differences between GAAP and taxable income. PIK dividends are excluded from the determination of ICTI until collected. See “Item 8. Financial Statements–Notes to Financial Statements–Note 7” in our Annual Report on Form 10-K. |
| |
(2) | Generally defined in the Expense Support Agreement as our operating expenses determined in accordance with GAAP excluding organization and offering expenses, Contractual Issuer Expenses, interested expenses, and base management fees, and incentive fees. The annualized ratio of other operating expenses to net assets at the time of support and annual ratio for the year in which support is provided constitute conditions for reimbursement to OFS Advisor. See "Item 1. Financial Statements–Notes to Financial Statements–Note 3." |
Expense limitation under both the Investment Advisory Agreement and the Expense Support Agreement is cancelable at any time.
Net unrealized appreciation on non-control/non-affiliate investments
Net unrealized appreciation on non-control/non-affiliate investments for the three and six months ended June 30, 2018, is principally due to market activity observed in the broadly-syndicated loans held by the Company and the positive impact of portfolio company-specific performance factors on equity investments.
Liquidity and Capital Resources
Sources and Uses of Cash and Cash Equivalents
We expect to generate cash primarily from (i) the net proceeds of the Offering, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities. We may fund a portion of our investments through borrowings from banks and issuances of senior securities. Our primary use of cash will be for (i) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying OFS Advisor), (iii) debt service of any borrowings and (iv) cash distributions to the holders of our stock. These principal sources and uses of cash and liquidity are presented below:
|
| | | | | | | | |
| | Six Months Ended June 30, |
| | 2018 | | 2017 |
Total investment income collected | | $ | 486,965 |
| | $ | 20,721 |
|
Net cash provided by OFS Advisor under expense limitation agreements | | 737,029 |
| | 539,465 |
|
Investment expenses paid | | (707,817 | ) | | (546,052 | ) |
Net purchases and payments of portfolio investments | | (8,025,049 | ) | | (1,074,375 | ) |
Net cash used in operating activities | | (7,508,872 | ) | | (1,060,241 | ) |
Proceed from issuances of common stock | | 5,552,452 |
| | 2,107,540 |
|
Cash distributions paid | | (425,689 | ) | | (21,716 | ) |
Net change in cash and cash equivalents | | $ | (2,382,109 | ) | | $ | 1,025,583 |
|
We used $7,508,872 and $1,060,241 in cash from operating activities for the six months ended June 30, 2018 and 2017, respectively. The principal source of operating liquidity is investment income collected and expense support received from OFS Advisor through the Investment Advisory Agreement and the Expense Support Agreement. The increase in total investment income collected is due to the growth in our portfolio from the deployment of Offering proceeds.
Investment expenses paid for the six months ended June 30, 2018 increased $161,765 from the comparable period in 2017, predominantly due to increase in administrative fees of $147,935.
Net purchases and origination of portfolio investments relates to the deployment of Offering proceeds. See "—Portfolio Composition and Investment Activity."
We collected $5,552,452 and $2,107,540 from the sale of our common stock during the six months ended June 30, 2018 and 2017, respectively. Offering proceeds are net of aggregate commissions and dealer manager fees of $363,794 and $79,815 for the six months ended June 30, 2018 and 2017, respectively, of which $172,216 and $50,055, respectively, were paid by OFS Advisor. On July 2, 2018, we collected $742,101 related to subscriptions receivable as of June 30, 2018.
During the six months ended June 30, 2018, we paid $425,689 in dividends to common stockholders, and subsequent to June 30, 2018, we paid $297,097 in dividends to our common stockholders.
Other Liquidity Matters
We expect to fund the growth of our investment portfolio through the private placement of our common shares and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act. We cannot assure stockholders that our plans to raise capital will be successful. In addition, we intend to distribute to our stockholders substantially all of our taxable income in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. Consequently, we may not have the ability to fund new investments or make additional investments in our portfolio companies. The illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.
In addition, as a BDC, we generally will be required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which include all of any borrowings or outstanding preferred stock (of which we had none at June 30, 2018 and December 31, 2017) of at least 200% (or 150% if certain requirements are met). This requirement limits the amount that we may borrow. To fund growth in our investment portfolio in the future, we anticipate needing to raise additional capital from various sources, including the equity markets and the securitization or other debt-related markets, which may or may not be available on favorable terms, if at all.
Contractual Obligations
On July 15, 2016, we, with approval by our Board, entered into the Investment Advisory Agreement, the Expense Support Agreement, the Investment Sub-Advisory Agreement, and the Administration Agreement. See “Item 1. Financial Statements – Notes to Financial Statements – Note 3.”
Off-Balance Sheet Arrangements
Amounts Conditionally Reimbursable to OFS Advisor.
OFS Advisor and its affiliates have incurred organizational and offering costs, and Contractual Issuer Expenses related to the Company of which $1,061,307 and $1,059,648 were unreimbursed as of June 30, 2018 and December 31, 2017, respectively. We remain conditionally liable for organization and offering costs incurred by OFS Advisor and its affiliates on our behalf. See “Item 1. Financial Statements – Notes to FInancial Statements – Note 3.”
OFS Advisor has provided aggregate operating expense support of $2,318,599 and $1,628,596 as of June 30, 2018 and December 31, 2017, respectively. We remain conditionally liable for operating expense support provided by OFS Advisor. See “Item 1. Financial Statements – Notes to Financial Statements – Note 3.”
Unfunded Commitments.
We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. We had $626,427 of total unfunded commitments to three portfolio companies at June 30, 2018.
Distributions
We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain our status as a RIC, we are required to distribute annually to our stockholders at least 90% of our, as defined by the Code. Additionally, to avoid a 4% excise tax on undistributed earnings we are required to distribute each calendar year the sum of (i) 98% of our ordinary income for such calendar year (ii) 98.2% of our net capital gains for the one-year period ending October 31 of that calendar year, and (iii) any income recognized, but not distributed, in preceding years and on which we paid no federal income tax. Maintenance of our RIC status also requires adherence to certain source of income and asset diversification requirements. Generally, a RIC is entitled to deduct dividends it pays to its stockholders from its income to determine “taxable income.” Taxable income includes our taxable interest, dividend and fee income, and taxable net capital gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as gains or losses are not included in taxable income until they are realized. In addition, gains realized for financial reporting purposes may differ from gains included in taxable income as a result of our election to recognize gains using installment sale treatment, which generally results in the deferment of gains for tax purposes until notes or other amounts, including amounts held in escrow, received as consideration from the sale of investments are collected in cash. Taxable income includes non-cash income, such as changes in accrued and reinvested interest and dividends, which includes contractual PIK interest, and the amortization of discounts and fees. Cash collections of income resulting from contractual PIK interest and dividends or the amortization of discounts and fees generally occur upon the repayment of the loans or debt securities that include such items. Non-cash taxable income is reduced by non-cash expenses, such as realized losses and depreciation, and amortization expense.
We do not currently qualify as a “publicly offered regulated investment company,” as defined in the Code. Accordingly, stockholders will be taxed as though they received a distribution of some of the our expenses. A “publicly offered regulated investment company” is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market, or (iii) held by at least 500 persons at all times during the taxable year. We anticipate that we will not qualify as a publicly offered RIC for the 2019 tax year, and we cannot determine when we will qualify as a publicly offered RIC. Since we are not a publicly offered RIC, a non-corporate stockholder’s allocable portion of our affected expenses, including a portion of our management fees, will be treated as an additional distribution to the stockholder. A non-corporate stockholder’s allocable portion of these expenses are treated as miscellaneous itemized deductions that are not currently deductible by such stockholders.
Our Board maintains a variable dividend policy with the objective of distributing four quarterly distributions in an amount not less than 90-100% of our taxable quarterly income or potential annual income for a particular year. In addition, at the end of the year, we may also pay an additional special dividend, or fifth dividend, such that we may distribute approximately all of our annual taxable income in the year it was earned, while maintaining the option to spill over our excess taxable income to a following year. Each year, a statement on Form 1099-DIV identifying the source of the distribution is mailed to the Company’s stockholders.
Our distributions to date were, and our distributions may in the future, be funded through expense limitation payments by OFS Advisor under the Expense Support Agreement. The Expense Support Agreement is designed to ensure no portion of our distribution to stockholders will be paid from Offering proceeds, and provides for expense limitation payments to us in any quarterly period our cumulative distributions to stockholders exceeds the Company's cumulative ICTI and net realized gains. Any such distributions funded through expense limitation payments are not based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or OFS Advisor continues to make such payments. The Expense Support Agreement may be terminated by us or OFS Advisor, without payment of any penalty, upon written notice to us.
Share Repurchases
Subject to the discretion of our Board, we may commence tender offers to allow our stockholders to sell their shares back to us at a price equal to the most recently disclosed net asset value per share of our common stock immediately prior to the date of repurchase. Any such repurchases would be limited to approximately 10% of the weighted average number of our outstanding shares in any 12-month period.
Recent Developments
On July 27, 2018, the Board declared a distribution of $0.0875 per common share, payable on October 15, 2018, to stockholders of record on each of July 27, 2018, August 29, 2018, and September 26, 2018.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risks reported in our Annual Report on Form 10-K for the year ended December 31, 2017.
Assuming that the interim, unaudited balance sheet as of June 30, 2018, were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates:
|
| | | | | | | | | | | | |
Basis point increase | | Interest income | | Interest expense | | Net increase in net investment income |
50 | | $ | 61,192 |
| | $ | — |
| | $ | 61,192 |
|
100 | | 120,023 |
| | — |
| | 120,023 |
|
150 | | 178,854 |
| | — |
| | 178,854 |
|
200 | | 237,685 |
| | — |
| | 237,685 |
|
250 | | 296,516 |
| | — |
| | 296,516 |
|
|
| | | | | | | | | | | | |
Basis point decrease | | Interest income | | Interest expense | | Net decrease in net investment income |
50 | | $ | (56,470 | ) | | $ | — |
| | $ | (56,470 | ) |
100 | | (115,302 | ) | | — |
| | (115,302 | ) |
150 | | (137,881 | ) | | — |
| | (137,881 | ) |
200 | | (138,005 | ) | | — |
| | (138,005 | ) |
250 | | (138,049 | ) | | — |
| | (138,049 | ) |
Item 4. Controls and Procedures
Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2018. The term “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of June 30, 2018, the Company’s chief executive officer and chief financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
We, OFS Advisor and OFS Services, are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings incidental to the normal course of our business, including the enforcement of our rights under contracts with our future portfolio companies. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our future portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors
Investing in our common stock may be speculative and involves a high degree of risk. In addition to the other information contained in this Quarterly Report on Form 10-Q, including our financial statements, and the related notes, schedules and exhibits, you should carefully consider the risk factors described in “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Other than the risk described below, there have been no material changes from the risk factors previously disclosed in “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017, and first Quarter Report on Form 10-Q, which should be read together with the other risk factors and information disclosed elsewhere in this Quarterly Report on Form 10-Q and our other reports filed with the SEC.
Because the Company is not currently a “publicly offered regulated investment company,” as defined in the Code, certain U.S. stockholders will be treated as having received a dividend from us in the amount of such U.S. stockholders’ allocable share of certain Company expenses, including a portion of its management fees, and such expenses will be treated as miscellaneous itemized deductions of such U.S. stockholders that are not currently deductible.
The Company does not currently qualify as a “publicly offered regulated investment company,” as defined in the Code. Accordingly, stockholders will be taxed as though they received a distribution of some of the Company’s expenses. A “publicly offered regulated investment company” is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market, or (iii) held by at least 500 persons at all times during the taxable year. The Company anticipates that it will not qualify as a publicly offered RIC for the 2019 tax year, and the Company cannot determine when it will qualify as a publicly offered RIC. Since the Company is not a publicly offered RIC, a non-corporate stockholder’s allocable portion of the Company’s affected expenses, including a portion of its management fees, will be treated as an additional distribution to the stockholder. A non-corporate stockholder’s allocable portion of these expenses are treated as miscellaneous itemized deductions that are not currently deductible by such stockholders.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three month period ended June 30, 2018, we sold 317,537 shares of our common stock for gross proceeds of $4,458,800, or a weighted average price of $14.04 per share, to investors who participated in the Offering and each of whom met the criteria of an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.
The offer and sale of the Company’s common stock in the Offering was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of, and Rule 506 of Regulation D under, the Securities Act. We paid $166,999 in commissions in connection with the sale of the shares. OFS Advisor paid commissions of $133,659.
Because shares of our common stock have been acquired by investors in one or more transactions "not involving a public offering," they are "restricted securities" and may be required to be held indefinitely. Our common stock may not be sold, transferred, assigned, pledged or otherwise disposed of unless: (i) the transferor provides OFS Advisor with at least 10 days written notice of the transfer; (ii) the transfer is made in accordance with applicable securities laws; and (iii) the transferee agrees in writing to be bound by these restrictions and the other restrictions imposed on the common stock and to execute such other instruments or certifications as are reasonably required by us. Accordingly, an investor must be willing to bear the economic risk of investment in the common stock until we are liquidated. No sale, transfer, assignment, pledge or other
disposition, whether voluntary or involuntary, of the common shares may be made except by registration of the transfer on our books.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
Listed below are the exhibits that are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):
|
| | | | | |
| | | Incorporated by Reference | |
Exhibit Number | | Description | Form and SEC File No. | Filing Date with SEC | Filed with this 10-Q |
| | | | | |
11.1 | | Computation of Per Share Earnings | | | + |
| | | | | |
31.1 | | | | | * |
| | | | | |
31.2 | | | | | * |
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32.1 | | | | | † |
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32.2 | | | | | † |
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+ | Included in the statements of operations contained in this report |
* | Filed herewith. |
† | Furnished herewith. |
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, thereunto duly authorized.
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Dated: August 14, 2018 | HANCOCK PARK CORPORATE INCOME, INC. |
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| By: | /s/ Bilal Rashid |
| Name: | Bilal Rashid |
| Title: | Chief Executive Officer |
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| By: | /s/ Jeffrey A. Cerny |
| Name: | Jeffrey A. Cerny |
| Title: | Chief Financial Officer |