UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 7, 2019

 

FS KKR CAPITAL CORP.

(Exact name of Registrant as specified in its charter)

 

Maryland 814-00757 26-1630040
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)

 

201 Rouse Boulevard

Philadelphia, Pennsylvania

(Address of principal executive offices)

 

19112

(Zip Code)

 

Registrant’s telephone number, including area code: (215) 495-1150

 

None 

(Former name or former address, if changed since last report)

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company  

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)  

Name of each exchange

on which registered

Common stock   FSK   New York Stock Exchange

 

 

 

 

 

Item 2.02Results of Operations and Financial Condition.

 

On August 7, 2019, FS KKR Capital Corp. (the “Company”) issued a press release (the “Press Release”) providing an overview of its operating results for the quarter ended June 30, 2019.

 

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 7.01.Regulation FD Disclosure.

 

In the Press Release, the Company announced a regular cash distribution of $0.19 per share, which will be paid on or about October 2, 2019 to stockholders of record as of the close of business on September 18, 2019.
 

The Company will make available under the “Events and Presentation” page within the “Investor Relations” section of the Company’s website (www.fskkrcapitalcorp.com) a presentation providing an overview of the Company’s operating results for the quarter ended June 30, 2019 in advance of its previously announced August 8, 2019 conference call.

 

Forward-Looking Statements

 

This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to future events or the future performance or operation of the Company. Words such as “believes,” “expects,” “projects” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption in the Company’s operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in the Company’s operating area, and the price at which shares of common stock may trade on the New York Stock Exchange. Some of these factors are enumerated in the filings the Company makes with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)          Exhibits.

 

EXHIBIT

NUMBER

 

DESCRIPTION

     

99.1

 

Press Release, dated August 7, 2019.

 

 

 

 

SIGNATURE

 

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

 

  FS KKR Capital Corp.
   
Date:  August 7, 2019 By: /s/ Stephen S. Sypherd
    Stephen S. Sypherd
    General Counsel

 

 

 

FS KKR Capital Corp. 8-K

 

Exhibit 99.1

 

 

 

FSK Reports Second Quarter 2019 Financial Results and

Declares Regular Distribution for Third Quarter

 

PHILADELPHIA, PA, August 7, 2019 – FS KKR Capital Corp. (NYSE: FSK), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended June 30, 2019, and that its board of directors has declared its third quarter 2019 regular distribution.

 

Financial Highlights for the Quarter Ended June 30, 2019(1)

 

Net investment income of $0.19 per share, compared to $0.19 per share for the quarter ended June 30, 2018

 

Adjusted net investment income of $0.19 per share, compared to $0.19 per share for the quarter ended June 30, 2018(2)

 

Total net realized and unrealized gain of $0.00 per share, compared to a total net realized and unrealized loss of $0.32 per share for the quarter ended June 30, 2018

 

Paid cash distributions to stockholders totaling $0.19 per share(3)

 

Total purchases of $513 million versus $692 million of sales and repayments

 

Net asset value of $7.88 per share, compared to $7.86 per share as of March 31, 2019

 

FSK repurchased $81 million of shares year-to-date through August 6, 2019 under the previously announced $200 million share repurchase program

 

“We are pleased with our financial results in the second quarter, our continued execution against our strategic initiatives, and our disciplined investment activity,” said Michael Forman, Chairman and Chief Executive Officer of FSK. “We continued to take meaningful steps to improve FSK, as we further optimized our capital structure while strengthening our balance sheet, expanded our joint venture with a new partner, received shareholder approval to increase regulatory leverage, and continued our share repurchase program.”

 

1 

 

 

Declaration of Regular Distribution for Third Quarter 2019

 

FSK’s board of directors has declared a regular cash distribution for the third quarter of $0.19 per share, which will be paid on or about October 2, 2019 to stockholders of record as of the close of business on September 18, 2019.

 

Summary Consolidated Results

 

   Three Months Ended 
(dollars in millions, except per share data)
(all per share amounts are basic and diluted)(1)
  June 30, 2019   March 31, 2019   June 30, 2018 
Total investment income  $199   $195   $96 
Net investment income   101    95    46 
Net increase (decrease) in net assets resulting from operations   101    101    (31)
                
Net investment income per share  $0.19   $0.18   $0.19 
Adjusted net investment income per share(2)  $0.19   $0.18   $0.19 
Total net realized and unrealized gain (loss) per share  $0.00   $0.01   $(0.32)
Net increase (decrease) in net assets resulting from operations (Earnings per Share)  $0.19   $0.19   $(0.13)
Stockholder distributions per share(3)  $0.19000   $0.19000   $0.19000 
Net asset value per share at period end  $7.88   $7.86   $8.87 
Weighted average shares outstanding   522,199,688    527,507,132    242,801,446 
Shares outstanding, end of period   520,268,915    524,082,691    240,602,753 

 

(dollar amounts in millions)  As of
June 30, 2019
   As of
December 31, 2018
 
Total fair value of investments  $7,283   $7,387 
Total assets   7,744    7,705 
Total stockholders’ equity   4,098    4,166 

 

Portfolio Highlights as of June 30, 2019

 

Total fair value of investments was $7.3 billion of which 72% was invested in senior secured securities.

 

Direct originations(4) represented approximately 89% of the portfolio by fair value as of June 30, 2019.

 

Weighted average annual yield on accruing debt investments(5) was 10.5%, compared to 10.8% as of March 31, 2019.

 

Weighted average annual yield on all debt investments(5) was 9.8%, compared to 10.2% as of March 31, 2019.

 

Exposure to the top ten largest portfolio companies by fair value was 21% as of June 30, 2019, compared to 20% as of March 31, 2019.

 

2 

 

 

Total Portfolio Activity

 

   Three Months Ended 
(dollar amounts in millions)  June 30, 2019   March 31, 2019   June 30, 2018 
Purchases  $513   $549   $240 
Sales and redemptions   (692)   (510)   (350)
Net portfolio activity  $(179)  $39   $(110)

 

Portfolio Data  As of
June 30, 2019
   As of
December 31, 2018
 
Total fair value of investments  $7,283   $7,387 
Number of Portfolio Companies   197    204 

% of Investments on Non-Accrual (based on fair value)(6)

   1.2%   1.0%
           
Asset Class (based on fair value)          
Senior Secured Loans — First Lien   52.8%   54.2%
Senior Secured Loans — Second Lien   15.8%   15.1%
Other Senior Secured Debt   3.8%   4.6%
Subordinated Debt   5.4%   5.8%
Asset Based Finance   9.9%   9.0%
Strategic Credit Opportunities Partners, LLC   4.0%   4.0%
Equity/Other   8.3%   7.3%
           
Interest Rate Type (based on fair value)(5)          
% Variable Rate Debt Investments   67.4%   68.1%
% Fixed Rate Debt Investments   15.9%   16.5%
% Other Income Producing Investments   8.0%   6.8%
% Non-Income Producing Investments(7)   7.5%   7.6%
% of Investments on Non-Accrual   1.2%   1.0%

 

Direct Originations

 

Direct Originations Portfolio Data

  As of
June 30, 2019
   As of
December 31, 2018
 
Total Fair Value of Direct Originations  $6,483   $6,510 

 

Leverage and Liquidity as of June 30, 2019

 

Net debt to equity ratio(8) of 77%, based on $3.5 billion in total debt outstanding and $288 million of cash and foreign currency and stockholders’ equity of $4.1 billion. FSK’s weighted average effective interest rate (including the effect of non-usage fees) was 4.60%.

 

Cash and foreign currency of $288 million and availability under its financing arrangements of $1,466 million, subject to borrowing base and other limitations.

 

3 

 

 

Conference Call Information 

FSK will host a conference call at 10:00 a.m. (Eastern Time) on Thursday, August 8, 2019, to discuss its second quarter 2019 financial results. All interested parties are welcome to participate. You can access the conference call by dialing (833) 818-6808 and using the conference ID 4144187 approximately 10 minutes prior to the call. The conference call will also be webcast, which can be accessed from the Investor Relations section of FSK’s website at www.fskkrcapitalcorp.com under Events and Presentations.

 

A replay of the call will be available shortly after the end of the call for a period of 30 days following the call by visiting the Investor Relations section of FSK’s website at www.fskkrcapitalcorp.com under Events and Presentations. 

 

Supplemental Information

An investor presentation of financial information will be made available prior to the call in the Investor Relations section of FSK’s website at www.fskkrcapitalcorp.com under Events and Presentations.

 

About FS KKR Capital Corp.

FS KKR Capital Corp. (NYSE: FSK) is a publicly traded business development company (BDC) focused on providing customized credit solutions to private middle market U.S. companies. FSK seeks to invest primarily in the senior secured debt and, to a lesser extent, the subordinated debt of private middle market companies to achieve the best risk-adjusted returns for its investors. FSK is advised by FS/KKR Advisor, LLC. For more information, please visit www.fskkrcapitalcorp.com.

 

About FS/KKR Advisor, LLC

FS/KKR Advisor, LLC (FS/KKR) is a partnership between FS Investments and KKR Credit that serves as the investment adviser to BDCs with approximately $17 billion in assets under management as of March 31, 2019. The BDCs managed by FS/KKR include FSK, FS Investment Corporation II, FS Investment Corporation III, FS Investment Corporation IV and Corporate Capital Trust II.

 

FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth, and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices in New York, NY, Orlando, FL and Washington, DC. Visit www.fsinvestments.com to learn more.

 

KKR Credit is a subsidiary of KKR & Co. Inc., a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

 

Forward-Looking Statements and Important Disclosure Notice

This announcement may contain certain forward-looking statements, including statements with regard to future events or the future performance or operations of FSK. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption in FSK’s operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in FSK’s operating area, and the price at which shares of FSK’s common stock trade on the New York Stock Exchange. Some of these factors are enumerated in the filings FSK makes with the SEC. FSK undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

4 

 

 

The press release above contains summaries of certain financial and statistical information about FSK. The information contained in this press release is summary information that is intended to be considered in the context of FSK’s SEC filings and other public announcements that FSK may make, by press release or otherwise, from time to time. FSK undertakes no duty or obligation to update or revise the information contained in this press release. In addition, information related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future results, the achievement of which cannot be assured. Investors should not view the past performance of FSK, or information about the market, as indicative of FSK’s future results.

 

Other Information

The information in this press release is summary information only and should be read in conjunction with FSK’s quarterly report on Form 10-Q for the quarter ended June 30, 2019, which FSK filed with the U.S. Securities and Exchange Commission (the SEC) on August 7, 2019, as well as FSK’s other reports filed with the SEC. A copy of FSK’s quarterly report on Form 10-Q for the quarter ended June 30, 2019 and FSK’s other reports filed with the SEC can be found on FSK’s website at www.fskkrcapitalcorp.com and the SEC’s website at www.sec.gov.

 

Certain Information About Distributions 

The determination of the tax attributes of FSK’s distributions is made annually as of the end of its fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. FSK intends to update stockholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV.

 

The timing and amount of any future distributions on FSK’s shares of common stock are subject to applicable legal restrictions and the sole discretion of its board of directors. There can be no assurance as to the amount or timing of any such future distributions, including the special distribution referenced herein.

 

FSK may fund its cash distributions to stockholders from any sources of funds legally available to it, including proceeds from the sale of shares of FSK’s common stock, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets and dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies. FSK has not established limits on the amount of funds it may use from available sources to make distributions. There can be no assurance that FSK will be able to pay distributions at a specific rate or at all.

 

Contact Information:

 

Investor Relations Contact

 

Robert Paun 

Robert.Paun@fsinvestments.com

 

FS Investments Media Team

 

Melanie Hemmert 

Melanie.Hemmert@fsinvestments.com

 

5 

 

 

Income Statement ($ in millions, except per share data)                
   Three Months Ended June 30,   Six Months Ended June 30, 
   2019   2018   2019   2018 
Investment income                    
Interest income  $145   $78   $298   $153 
Paid-in-kind interest income   8    9    16    17 
Fee income   8    3    19    6 
Dividend income   3        4    7 
From non-controlled/affiliated investments:                    
Interest income   9    2    11    4 
Paid-in-kind interest income   4    1    8    4 
From controlled/affiliated investments:                    
Interest income   2    1    5    2 
Paid-in-kind interest income       2    4    4 
Dividend income   20        29     
Total investment income   199    96    394    197 
                     
Operating expenses                    
Management fees   28    15    57    33 
Subordinated income incentive fees   25    11    49    23 
Administrative services expenses   2    1    3    2 
Accounting and administrative fees   1    0    1    0 
Interest expense   41    21    84    41 
Directors’ fees   0    0    0    1 
Other general and administrative expenses   1    2    4    3 
Total operating expenses   98    50    198    103 
Management fee waiver       (0)       (3)
Net expenses   98    50    198    100 
Net investment income   101    46    196    97 

 

6 

 

 

Income Statement ($ in millions, except per share data)                
   Three Months Ended June 30,   Six Months Ended June 30, 
   2019   2018   2019   2018 
Realized and unrealized gain/loss                
Net realized gain (loss) on investments:                    
Non-controlled/unaffiliated investments   (51)   41    (66)   37 
Non-controlled/affiliated investments   (8)   (10)   (8)   (10)
Controlled/affiliated investments       0    (3)   0 
Net realized gain (loss) on swap contracts   (11)       (10)    
Net realized gain (loss) on foreign currency   3    0    5    0 
Net change in unrealized appreciation (depreciation) on investments:                    
Non-controlled/unaffiliated investments   49    (82)   19    (99)
Non-controlled/affiliated investments   24    (21)   77    (27)
Controlled/affiliated investments   (12)   (8)   (19)   (18)
Net change in unrealized appreciation (depreciation) on swap contracts   10        14     
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts   (2)       (1)    
Net change in unrealized gain (loss) on foreign currency   (2)   3    (2)   2 
     Total net realized and unrealized gain (loss)       (77)   6    (115)
Net increase (decrease) in net assets resulting from operations  $101   $(31)  $202   $(18)
Per share information—basic and diluted                    
Net increase (decrease) in net assets resulting from operations (Earnings per Share)  $0.19   $(0.13)  $0.38   $(0.08)
Weighted average shares outstanding   522,199,688    242,801,446    524,838,748    244,249,274 

 

7 

 

 

Balance Sheet ($ in millions, except per share data)        
   June 30, 2019     
   (Unaudited)   December 31, 2018 
Assets          
Investments, at fair value          
Non-controlled/unaffiliated investments (amortized cost—$6,100 and $6,457, respectively)  $5,879   $6,217 
Non-controlled/affiliated investments (amortized cost—$624 and $382, respectively)   677    358 
Controlled/affiliated investments (amortized cost—$851 and $917, respectively)   727    812 
Total investments, at fair value (amortized cost—$7,575 and $7,756, respectively)   7,283    7,387 
Cash   211    101 
Restricted cash   53     
Foreign currency, at fair value (cost—$24 and $3, respectively)   24    3 
Receivable for investments sold and repaid   86    144 
Income receivable   77    60 
Unrealized appreciation on foreign currency forward contracts   3    3 
Deferred financing costs   5    6 
Prepaid expenses and other assets   2    1 
Total assets  $7,744   $7,705 
           
Liabilities          
Payable for investments purchased  $17   $6 
Debt (net of deferred financing costs of $8 and $3, respectively)   3,441    3,391 
Unrealized depreciation on swap contracts   2    16 
Unrealized depreciation on foreign currency forward contracts   1    0 
Stockholder distributions payable   100    45 
Management fees payable   28    20 
Subordinated income incentive fees payable   25    14 
Administrative services expense payable   1    1 
Interest payable   26    28 
Other accrued expenses and liabilities   5    18 
Total liabilities   3,646    3,539 
Commitments and contingencies          
           
Stockholders’ equity          
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding        
Common stock, $0.001 par value, 750,000,000 shares authorized, 520,268,915 and 531,478,739 shares issued and outstanding, respectively   1    1 
Capital in excess of par value   4,164    4,235 
Retained earnings (accumulated deficit)   (67)   (70)
Total stockholders’ equity   4,098    4,166 
Total liabilities and stockholders’ equity  $7,744   $7,705 
Net asset value per share of common stock at period end  $7.88   $7.84 

 

8 

 

 

Non-GAAP Financial Measures

 

This press release contains certain financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States (GAAP). FSK uses these non-GAAP financial measures internally in analyzing financial results and believes that the use of these non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing results and trends and in comparing FSK’s financial results with other BDCs.

 

Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with FSK’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures has been provided in this press release, and investors are encouraged to review the reconciliation.

 

Reconciliation of Non-GAAP Financial Measures(1)

 

   Three Months Ended 
   June 30, 2019   March 31, 2019   June 30, 2018 
GAAP net investment income per share  $0.19   $0.18   $0.19 
Plus capital gains incentive fees per share            
Plus excise taxes per share            
Plus one-time expenses per share            
Adjusted net investment income per share(2)  $0.19   $0.18   $0.19 

 

1)

Per share data was derived by using the weighted average shares of FSK’s common stock outstanding during the applicable period. Per share numbers may not sum due to rounding.

   
2) Adjusted net investment income is a non-GAAP financial measure. Adjusted net investment income is presented for all periods as GAAP net investment income excluding (i) the accrual for the capital gains incentive fee for realized and unrealized gains; (ii) excise taxes; and (iii) certain non-recurring operating expenses that are one-time in nature and are not representative of ongoing operating expenses incurred during FSK’s normal course of business (referred to herein as one-time expenses). FSK uses this non-GAAP financial measure internally in analyzing financial results and believes that the use of this non-GAAP financial measure is useful to investors as an additional tool to evaluate ongoing results and trends and in comparing its financial results with other business development companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. A reconciliation of GAAP net investment income to adjusted net investment income can be found above.
   
3) The per share data for distributions reflects the amount of distributions paid per share of our common stock to stockholders of record during each applicable period.
   
4)

See FSK’s quarterly report on Form 10-Q for the three months ended June 30, 2019 for a description of FSK’s investment strategies, including its definition of “direct originations.”

   
5)

See FSK’s quarterly report on Form 10-Q for the three months ended June 30, 2019 for important information, including information related to the calculation and definition of weighted average annual yield on accruing debt investments, weighted average annual yield on all debt investments, variable rate debt investments, fixed rate debt investments, other income producing investments and non-income producing investments.

   
6)

Interest income is recorded on an accrual basis. See FSK’s quarterly report on Form 10-Q for the three months ended June 30, 2019 for a description of FSK’s revenue recognition policy.

   
7) Does not include investments on non-accrual status.
   
8)

Net debt to equity ratio is debt outstanding, net of cash and foreign currency divided by net assets.

 

9