- Strategic Alternatives Review
Proceeding - - Receives $29.3 Million in
Repayments - - Net Investment Income of $1.7
Million or $0.08 per Share -
Full Circle Capital Corporation (Nasdaq:FULL) (the “Company”) today
announced its financial results for the fiscal third quarter ended
March 31, 2016.
Financial Highlights for the Fiscal Third
Quarter Ended March 31, 2016:
- Received $29.3 million in repayments.
- Total investment income of $3.7 million, compared with $4.3
million for the prior-year quarter.
- Net investment income (“NII”) was $1.7 million, or $0.08 per
share, compared with $2.0 million, or $0.17 per share, in the
prior-year quarter.
- Net unrealized losses were $2.8 million, consisting of net
unrealized losses on investments of $4.5 million, partially offset
by net unrealized gains on an open swap contract of $1.7 million.
Net realized gains were $0.1 million.
- Net decrease in net assets from operations was $1.0 million, or
$0.04 per share.
- Per share amounts are based on approximately 22.5 million
weighted average shares outstanding for the third quarter of fiscal
2016, compared to approximately 12.0 million weighted average
shares outstanding for the third quarter of fiscal 2015. The
increase in weighted average shares outstanding reflects share
issuances completed during calendar 2015 offset by share
repurchases during the first and second quarters of fiscal
2016.
As of March 31, 2016:
- Net asset value was $3.61 per share and aggregate investment
portfolio fair value was $91.3 million
- Weighted average portfolio interest rate was 10.27%.
- 89% of portfolio company investments were first lien senior
secured loans.
Update on Strategic Alternatives
As noted previously, in November 2015, the
Company’s Board of Directors formed a Special Committee, composed
solely of independent directors Mark C. Biderman, Edward H. Cohen
and Thomas A. Ortwein, Jr., to consider various strategic
alternatives potentially available to the Company. The
process being conducted by the Special Committee is ongoing.
In order to maximize the types of potential
strategic alternatives available to the Company, the Company has
opted not to reinvest any cash proceeds received by the Company in
connection with loan repayments and sales and has limited its
origination activities. As a result of this change in
investment strategy, the Company’s loan assets and related
investment income have declined. Accordingly, the Board of
Directors suspended the declaration of any future distributions to
stockholders.
Third Quarter Fiscal 2016 ResultsThe Company’s
net asset value at March 31, 2016 was $3.61 per share. During the
quarter, the Company generated $3.4 million of interest income
compared to $4.3 million in the third quarter of fiscal 2015, a
decrease of 19.1%. Income from fees and other sources in the
quarter totaled $0.2 million, compared to $0.1 million in the
prior-year quarter.
The Company produced NII of $1.7 million, or
$0.08 per share, in the quarter ended March 31, 2016 compared to
$2.0 million, or $0.17 per share, in the quarter ended March 31,
2015.
Net unrealized losses of $2.8 million were
comprised of $6.3 million of net unrealized depreciation on equity
investments, $1.8 million of net unrealized appreciation on debt
investments and $1.7 million of net unrealized appreciation on an
open swap contract. Realized gains on investments were $0.1
million. Net decrease in net assets resulting from operations
was $1.0 million, or $0.04 per share.
Since the beginning of calendar 2016, the
Company has restructured terms with respect to two of its portfolio
companies and received approximately $37 million in repayments.
At March 31, 2016, the Company’s portfolio
included debt investments in 25 companies at an average of $3.6
million per investment. The weighted average interest rate on
all outstanding debt investments was 10.27% at March 31, 2016,
while the weighted average interest rate of the Company’s
performing debt investments was 11.93%. At fair value, 88.5% of
portfolio investments were first lien loans, 11.2% were second lien
loans and 0.3% were equity investments. Approximately 76% of the
debt investment portfolio, at fair value, bore interest at floating
rates. The loan-to-value ratio on the Company’s loans was 63% at
March 31, 2016, compared to 66% at March 31, 2015.
Subsequent Events
On April 6, 2016, the senior secured note to
Fuse, LLC was sold for total proceeds of approximately $5.5
million. At March 31, 2016 the Company had unrealized losses
of approximately $1.7 million which were realized on April 6,
2016.
On April 11, 2016, Modular Process Control, LLC
completed a restructuring whereby the loans and warrant were
extinguished for consideration including $0.8 million in cash and
$0.8 million of an unsecured promissory note. At March 31,
2016, the Company had unrealized losses of approximately $6.4
million, of which approximately $5.5 million were realized as part
of the restructuring on April 11, 2016.
On April 19, 2016, the senior secured revolving
term loan to ProGrade Ammo Group, LLC was repaid for net proceeds
of approximately $1.6 million. At March 31, 2016, the Company
had unrealized losses of approximately $5.4 million which were
realized on April 19, 2016.
Conference Call Details
The Company will not be holding an earnings call
for this quarter.
About Full Circle Capital
CorporationFull Circle Capital Corporation
(www.fccapital.com) is a closed-end investment company that has
elected to be treated as a business development company under the
Investment Company Act of 1940. Full Circle lends to and invests in
senior secured loans and, to a lesser extent, mezzanine loans and
equity securities issued by lower middle-market companies that
operate in a diverse range of industries. Full Circle’s investment
objective is to generate both current income and capital
appreciation through debt and equity investments. For additional
information visit the company’s website www.fccapital.com.
Forward-Looking StatementsThis press release
contains forward-looking statements which relate to future events
or Full Circle's future performance or financial condition. Any
statements that are not statements of historical fact (including
statements containing the words “believes,” “should,” “plans,”
“anticipates,” “expects,” “estimates” and similar expressions)
should also be considered to be forward-looking statements. These
forward-looking statements are not guarantees of future
performance, condition or results and involve a number of risks and
uncertainties. Actual results may differ materially from those in
the forward-looking statements as a result of a number of factors,
including those described from time to time in Full Circle's
filings with the Securities and Exchange Commission. Full Circle
undertakes no duty to update any forward-looking statements made
herein.
FULL CIRCLE CAPITAL CORPORATION AND
SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF ASSETS AND
LIABILITIES |
|
|
|
|
March 31, 2016 |
|
|
June 30, 2015 |
|
|
|
|
(Unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
Control Investments at
Fair Value (Cost of $408,606 and $11,409,596, respectively) |
|
|
|
$ |
|
130,000 |
|
|
|
$ |
|
5,812,064 |
|
|
Affiliate Investments
at Fair Value (Cost of $20,003,978 and $24,434,726,
respectively) |
|
|
|
|
|
3,787,728 |
|
|
|
|
|
16,019,272 |
|
|
Non-Control/Non-Affiliate Investments at Fair Value (Cost of
$98,216,482 and $136,351,581, respectively) |
|
|
|
|
|
87,357,234 |
|
|
|
|
|
130,282,423 |
|
|
Total Investments at Fair Value
(Cost of $118,629,066 and $172,195,903, respectively) |
|
|
|
|
|
91,274,962 |
|
|
|
|
|
152,113,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
19,778,639 |
|
|
|
|
|
3,736,563 |
|
|
Interest
Receivable |
|
|
|
|
|
1,098,038 |
|
|
|
|
|
1,903,606 |
|
|
Principal
Receivable |
|
|
|
|
|
27,578 |
|
|
|
|
|
23,287 |
|
|
Distributions
Receivable |
|
|
|
|
|
- |
|
|
|
|
|
15,141 |
|
|
Due from
Affiliates |
|
|
|
|
|
246,929 |
|
|
|
|
|
605,749 |
|
|
Due from Portfolio
Investments |
|
|
|
|
|
256,340 |
|
|
|
|
|
180,300 |
|
|
Receivable on Open Swap
Contract |
|
|
|
|
|
- |
|
|
|
|
|
1,081 |
|
|
Receivable for
Investments Sold |
|
|
|
|
|
2,849,194 |
|
|
|
|
|
- |
|
|
Prepaid Expenses |
|
|
|
|
|
148,547 |
|
|
|
|
|
66,105 |
|
|
Other Assets |
|
|
|
|
|
28,483 |
|
|
|
|
|
1,483,578 |
|
|
Deferred Offering
Expenses |
|
|
|
|
|
367,807 |
|
|
|
|
|
328,168 |
|
|
Deferred Credit
Facility Fees |
|
|
|
|
|
50,624 |
|
|
|
|
|
267,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets |
|
|
|
|
|
116,127,141 |
|
|
|
|
|
160,724,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Due to Affiliates |
|
|
|
|
|
716,479 |
|
|
|
|
|
1,052,489 |
|
|
Accrued
Liabilities |
|
|
|
|
|
289,282 |
|
|
|
|
|
179,378 |
|
|
Deposit from Swap
Counterparty |
|
|
|
|
|
- |
|
|
|
|
|
10,380,000 |
|
|
Payable for Investments
Acquired |
|
|
|
|
|
- |
|
|
|
|
|
15,020,000 |
|
|
Distributions
Payable |
|
|
|
|
|
786,529 |
|
|
|
|
|
813,240 |
|
|
Interest Payable |
|
|
|
|
|
45,062 |
|
|
|
|
|
57,605 |
|
|
Other Liabilities |
|
|
|
|
|
187,826 |
|
|
|
|
|
305,957 |
|
|
Accrued Offering
Expenses |
|
|
|
|
|
- |
|
|
|
|
|
7,258 |
|
|
Notes Payable 8.25% due
June 30, 2020 (plus unamortized premium of $141,218 and $158,504
and less deferred debt issuance costs of $714,453 and $833,541,
respectively) |
|
|
|
|
|
33,072,290 |
|
|
|
|
|
32,970,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities |
|
|
|
|
|
35,097,468 |
|
|
|
|
|
60,786,415 |
|
|
Commitments and
contingencies |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets |
|
|
|
$ |
|
81,029,673 |
|
|
|
$ |
|
99,938,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Net Assets |
|
|
|
|
|
|
|
|
|
|
Common Stock, par value
$0.01 per share (100,000,000 authorized; 22,472,243 and 23,235,430
issued and outstanding, respectively) |
|
|
|
$ |
|
224,722 |
|
|
|
$ |
|
232,354 |
|
|
Paid-in Capital in
Excess of Par |
|
|
|
|
|
130,072,314 |
|
|
|
|
|
132,487,067 |
|
|
Distributions in Excess
of Net Investment Income |
|
|
|
|
|
(763,276 |
) |
|
|
|
|
(119,318 |
) |
|
Accumulated Net
Realized Losses |
|
|
|
|
|
(21,149,983 |
) |
|
|
|
|
(12,579,392 |
) |
|
Accumulated Net
Unrealized Losses |
|
|
|
|
|
(27,354,104 |
) |
|
|
|
|
(20,082,144 |
) |
|
Net
Assets |
|
|
|
$ |
|
81,029,673 |
|
|
|
$ |
|
99,938,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value
Per Share |
|
|
|
$ |
|
3.61 |
|
|
|
$ |
|
4.30 |
|
|
FULL CIRCLE CAPITAL CORPORATION AND
SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) |
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Nine Months Ended March 31, |
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
Investment
Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income from
Non-Control/Non-Affiliate Investments |
|
|
$ |
|
3,164,723 |
|
|
$ |
|
3,310,605 |
|
|
$ |
|
9,804,079 |
|
|
$ |
|
9,486,149 |
|
Interest Income from
Affiliate Investments |
|
|
|
|
143,205 |
|
|
|
|
629,108 |
|
|
|
|
1,093,647 |
|
|
|
|
1,835,289 |
|
Interest Income from
Control Investments |
|
|
|
|
134,619 |
|
|
|
|
317,431 |
|
|
|
|
464,244 |
|
|
|
|
1,280,177 |
|
Dividend Income from
Control Investments |
|
|
|
|
13,351 |
|
|
|
|
- |
|
|
|
|
33,998 |
|
|
|
|
- |
|
Other Income from
Non-Control/Non-Affiliate Investments |
|
|
|
|
119,661 |
|
|
|
|
19,148 |
|
|
|
|
1,696,484 |
|
|
|
|
524,990 |
|
Other Income from
Affiliate Investments |
|
|
|
|
933 |
|
|
|
|
625 |
|
|
|
|
4,314 |
|
|
|
|
94,667 |
|
Other Income from
Control Investments |
|
|
|
|
94,385 |
|
|
|
|
12,500 |
|
|
|
|
119,385 |
|
|
|
|
37,500 |
|
Other Income from
Non-Investment Sources |
|
|
|
|
(880 |
) |
|
|
|
19,108 |
|
|
|
|
23,801 |
|
|
|
|
48,597 |
|
Total Investment Income |
|
|
|
|
3,669,997 |
|
|
|
|
4,308,525 |
|
|
|
|
13,239,952 |
|
|
|
|
13,307,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee |
|
|
|
|
451,381 |
|
|
|
|
545,564 |
|
|
|
|
1,612,167 |
|
|
|
|
1,699,451 |
|
Incentive Fee |
|
|
|
|
246,879 |
|
|
|
|
419,559 |
|
|
|
|
1,263,241 |
|
|
|
|
1,335,651 |
|
Total Advisory Fees |
|
|
|
|
698,260 |
|
|
|
|
965,123 |
|
|
|
|
2,875,408 |
|
|
|
|
3,035,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of Overhead
Expenses |
|
|
|
|
58,161 |
|
|
|
|
53,511 |
|
|
|
|
166,183 |
|
|
|
|
127,028 |
|
Sub-Administration
Fees |
|
|
|
|
57,539 |
|
|
|
|
65,195 |
|
|
|
|
196,268 |
|
|
|
|
194,999 |
|
Officers’
Compensation |
|
|
|
|
76,306 |
|
|
|
|
75,913 |
|
|
|
|
228,919 |
|
|
|
|
227,739 |
|
Total Costs Incurred Under
Administration Agreement |
|
|
|
|
192,006 |
|
|
|
|
194,619 |
|
|
|
|
591,370 |
|
|
|
|
549,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors’ Fees |
|
|
|
|
34,750 |
|
|
|
|
49,750 |
|
|
|
|
119,250 |
|
|
|
|
138,446 |
|
Interest Expenses |
|
|
|
|
931,933 |
|
|
|
|
1,119,639 |
|
|
|
|
2,910,262 |
|
|
|
|
3,299,116 |
|
Professional Services
Expense |
|
|
|
|
218,058 |
|
|
|
|
149,698 |
|
|
|
|
771,583 |
|
|
|
|
509,292 |
|
Bank Fees |
|
|
|
|
7,396 |
|
|
|
|
8,910 |
|
|
|
|
23,197 |
|
|
|
|
30,099 |
|
Other |
|
|
|
|
118,845 |
|
|
|
|
142,326 |
|
|
|
|
414,686 |
|
|
|
|
402,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross Operating
Expenses |
|
|
|
|
2,201,248 |
|
|
|
|
2,630,065 |
|
|
|
|
7,705,756 |
|
|
|
|
7,964,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Waivers and Expense
Reimbursement |
|
|
|
|
(246,879 |
) |
|
|
|
(299,476 |
) |
|
|
|
(967,372 |
) |
|
|
|
(830,523 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Operating
Expenses |
|
|
|
|
1,954,369 |
|
|
|
|
2,330,589 |
|
|
|
|
6,738,384 |
|
|
|
|
7,134,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment
Income |
|
|
|
|
1,715,628 |
|
|
|
|
1,977,936 |
|
|
|
|
6,501,568 |
|
|
|
|
6,173,351 |
|
Net Change in
Unrealized Gain (Loss) on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
(4,446,098 |
) |
|
|
|
3,165,547 |
|
|
|
|
(7,271,960 |
) |
|
|
|
(6,474,247 |
) |
Open Swap Contract |
|
|
|
|
1,650,000 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
Net Change in
Unrealized Gain (Loss) |
|
|
|
|
(2,796,098 |
) |
|
|
|
3,165,547 |
|
|
|
|
(7,271,960 |
) |
|
|
|
(6,474,247 |
) |
Net Realized Gain
(Loss) on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Control/Non-Affiliate
Investments |
|
|
|
|
1,851,853 |
|
|
|
|
(3,458,023 |
) |
|
|
|
(2,607,787 |
) |
|
|
|
(4,186,132 |
) |
Affiliate Investments |
|
|
|
|
(348,339 |
) |
|
|
|
44,461 |
|
|
|
|
1,363,984 |
|
|
|
|
44,461 |
|
Control Investments |
|
|
|
|
661,613 |
|
|
|
|
(71,953 |
) |
|
|
|
(5,444,394 |
) |
|
|
|
(242,389 |
) |
Open Swap Contract |
|
|
|
|
(2,085,281 |
) |
|
|
|
- |
|
|
|
|
(1,882,293 |
) |
|
|
|
- |
|
Foreign Currency Transactions |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(101 |
) |
|
|
|
(1,248 |
) |
Net Realized Gain
(Loss) |
|
|
|
|
79,846 |
|
|
|
|
(3,485,515 |
) |
|
|
|
(8,570,591 |
) |
|
|
|
(4,385,308 |
) |
Net Increase
(Decrease) in Net Assets Resulting from Operations |
|
|
$ |
|
(1,000,624 |
) |
|
$ |
|
1,657,968 |
|
|
$ |
|
(9,340,983 |
) |
|
$ |
|
(4,686,204 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) per
Common Share Basic and Diluted |
|
|
$ |
|
(0.04 |
) |
|
$ |
|
0.14 |
|
|
$ |
|
(0.41 |
) |
|
$ |
|
(0.39 |
) |
Net Investment Income
per Common Share Basic and Diluted |
|
|
$ |
|
0.08 |
|
|
$ |
|
0.17 |
|
|
$ |
|
0.29 |
|
|
$ |
|
0.52 |
|
Weighted Average Shares
of Common Stock Outstanding Basic |
|
|
|
|
22,472,243 |
|
|
|
|
11,949,034 |
|
|
|
|
22,726,053 |
|
|
|
|
11,925,027 |
|
Weighted Average Shares
of Common Stock Outstanding Diluted |
|
|
|
|
22,472,243 |
|
|
|
|
11,990,011 |
|
|
|
|
22,726,053 |
|
|
|
|
11,925,027 |
|
FULL CIRCLE CAPITAL CORPORATION AND
SUBSIDIARIES |
FINANCIAL HIGHLIGHTS |
|
|
|
Three months ended March 31, 2016 |
|
|
Three months ended March 31, 2015 |
|
|
Nine months ended March 31, 2016 |
|
Nine months ended March 31, 2015 |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
(Unaudited) |
Per Share Data
(1) : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value at
beginning of period |
|
$ |
|
3.76 |
|
|
|
$ |
|
5.48 |
|
|
|
$ |
|
4.30 |
|
|
$ |
|
6.38 |
|
Accretion (dilution)
from offerings (2) |
|
|
|
- |
|
|
|
|
|
(0.96 |
) |
|
|
|
|
- |
|
|
|
|
(0.92 |
) |
Accretion from share
repurchases(3) |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
0.03 |
|
|
|
|
- |
|
Offering costs |
|
|
|
- |
|
|
|
|
|
(0.06 |
) |
|
|
|
|
- |
|
|
|
|
(0.06 |
) |
Net investment income
(loss)(4) |
|
|
|
0.08 |
|
|
|
|
|
0.17 |
|
|
|
|
|
0.29 |
|
|
|
|
0.52 |
|
Net change in
unrealized gain (loss) |
|
|
|
(0.12 |
) |
|
|
|
|
0.29 |
|
|
|
|
|
(0.31 |
) |
|
|
|
(0.52 |
) |
Net realized gain
(loss) |
|
|
|
0.00 |
|
|
|
|
|
(0.29 |
) |
|
|
|
|
(0.38 |
) |
|
|
|
(0.37 |
) |
Dividends from net
investment income |
|
|
|
(0.08 |
) |
|
|
|
|
(0.17 |
) |
|
|
|
|
(0.29 |
) |
|
|
|
(0.52 |
) |
Return of capital |
|
|
|
(0.03 |
) |
|
|
|
|
(0.03 |
) |
|
|
|
|
(0.03 |
) |
|
|
|
(0.08 |
) |
Net asset value at end
of period |
|
$ |
|
3.61 |
|
|
|
$ |
|
4.43 |
|
|
|
$ |
|
3.61 |
|
|
$ |
|
4.43 |
|
|
(1 |
) |
Financial highlights are
based on weighted average shares outstanding. |
|
(2 |
) |
Accretion and dilution
from offering(s) is based on the net change in net asset value from
each follow-on offering. |
|
(3 |
) |
Accretion from share
repurchases during the period is based on the net change in net
asset value from the share repurchases. |
|
(4 |
) |
Net investment income
(loss) per share is calculated based on the beginning of year and
end of year shares outstanding. |
Company Contact:
Gregg J. Felton, President and Chief Executive Officer
Michael J. Sell, Chief Financial Officer, Treasurer and Secretary
Full Circle Capital Corporation
(203) 900 - 2100
info@fccapital.com
Investor Relations Contacts:
Garrett Edson/Brad Cohen
ICR, LLC
(203) 682-8200
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