PhenixFIN Corp

NASDAQ:PFX

Earnings Call Transcript 2018-Q4

[Operator]

Welcome, and thank you for joining the Medley Capital Corporation's Fiscal Fourth Quarter 2018 Conference Call. The company would like to remind everyone that today's call is being recorded. Please note that this call is the property of Medley Capital Corporation and that any unauthorized broadcast of this call in any form is strictly prohibited. Audio replay of the call will be available by using the telephone numbers and pin provided in the company's earnings press release. [Operator Instructions] Participating on the call today from Medley Capital Corporation are Brook Taube, CEO; Rick Allorto, CFO; Dean Crowe, Head of Investing; and Sam Anderson, Head of Capital Markets.

Before we begin, the company would like to call your attention to the customary Safe Harbor disclosure in the company's press release regarding forward-looking information. Today's conference call may also include forward-looking statements and projections, which are subject to risks and uncertainties. Any statement other than a statement of historical fact may constitute a forward-looking statement. Please note that the company's actual results could differ materially from those expressed by any forward-looking statements for any reason, such as those disclosed in the company's most recent filings with the SEC. The company does not undertake to update their forward-looking statements unless required by law. To obtain company -- copies of the company's latest SEC filings and press release, please visit the company's website at www.medleycapitalcorp.com.

In addition, the company's fiscal fourth quarter 2018 investor presentation is available in the Investor Relations section in the Events/Investor Presentations section of the company's website. I would now like to turn the call over to Mr. Brook Taube.

[Brook Taube, executive]

Thank you, operator, and welcome, everyone, to Medley Capital Corporation's quarterly call. Over the past few months, we've been hard at work on portfolio activity and also with respect to our announced merger. I will provide an update on this transformative transaction later in the call, but first, I would like to review the quarterly activity at MCC. This morning, we announced our financial results for the quarter ended September 30, 2018. We reported net investment income per share of $0.06 adjusted for merger-related expenses and net asset value per share of $5.90.

As announced on November 16, our Board of Directors approved a dividend of $0.10 per share for the quarter ended September 30. This dividend will be payable on December 20, to shareholders of record on December 5. Turning now to investing, during the quarter, we invested approximately $64 million, $46.4 million went into new investments, of which $13.8 million was in new loans made in our SBIC portfolio. The balance was to support existing portfolio companies. Given the current market environment, we are seeking investments to protect downside risk and generate durable income in a rising rate environment. We remain primarily focused on larger sponsor-back borrowers that are well capitalized, have sensible structures and attractive deal terms.

We do expect this trend to continue post-merger into 2019 and beyond, as we position the balance sheet for growth in both NII and NAV over time. Nonaccruals declined during the quarter from $63 million to $48 million and represent 7.3% of the portfolio at September 30.

We continue to reposition the portfolio with a focus on resolving legacy assets, and this includes, generating liquidity from these assets where it's available and otherwise, repositioning certain of the assets for long-term success. I'd like to now turn the call over to Rick, our Chief Financial Officer, to review the financial results for the quarter.

[Richard Allorto, executive]

Thank you, Brooke. For the 3 months ended September 30, the company reported net investment income of $0.7 million or $0.01 per share and net loss of $23.5 million or $0.43 per share. Net investment incomes, excluding merger-related expenses, was $0.06 per share.

The net asset value per share was $5.90 as of September 30, compared to $6.43 at June 30.

For the quarter, total investment income was $15.2 million and was comprised of $11.4 million of interest income, $1.3 million of fee income and $2.5 million of dividend income.

For the quarter, total operating expenses were $14.5 million and consisting of $3.3 million in base management fees; $6.9 million in interest and financing expenses; and $4.3 million in professional fees, administrator and general and administrative expenses.

For the quarter, the company reported net unrealized appreciation of $7.8 million and a net realized loss of $30.9 million. I would like to point out that approximately $22 million or 75% of the adjustment to NAV this quarter related to the dividend payment in excess of NII and the decline in value of a legacy asset.

Turning now to the full year results. For the year ended September 30, the company reported net investment income of $12.4 million or $0.23 per share and a net loss of $110.9 million or $2.04 per share.

For the year, total investment income was $66.8 million and was comprised of $54.3 million of interest income, $4.5 million of fee income and $8 million of dividend income.

Total operating expenses, net of the voluntary management fee waiver were $54.3 million consisting of $14.3 million in net base management fees, $27.9 million in interest and financing expenses and $12.1 million in professional fees, administrator expenses and general and administrative expenses. For the year, the company reported net unrealized depreciation of $32.2 million and a net realized loss from investments of $89.2 million. As of September 30, the company's total debt outstanding equaled approximately $420.1 million, including $285.1 million in notes payable and $135 million in SBA debentures.

The company's debt-to-equity ratio, excluding SBIC debt, was 0.86x at September 30. I'd also like to note that on November 30, we issued a notice to redeem $12 million of our 2023 notes on December 31. That concludes my financial review. I'll now turn the call back over to Brook.

[Brook Taube, executive]

Thanks, Rick. Quickly now to update investors on the announcement of our proposed merger.

Sierra Income Corporation filed a proxy statement with the SEC last month, that was on November 6. This filing includes important information filed on behalf of MCC in connection with the proposed transaction.

As we've said, we expect to close the transaction in the first quarter of 2019. The combined entity will be known as Sierra Income Corporation, and Sierra is expected to be the second largest internally managed and seventh largest publicly traded BDC in the market.

Simultaneous with the closing, Sierra is expected to be listed on the New York Stock Exchange under the ticker SRA. Importantly, Sierra will continue to operate Medley's existing asset management business, and this will be a wholly-owned subsidiary. And we expect the continued growth of the subsidiary will add to NII and NAV of the combined entity over time. As we've said publicly, this transaction is expected to be significantly accretive to earnings for MCC shareholders.

When looking at the monthly distribution rate anticipated for the pro forma combined company, the transaction also will result in a meaningfully higher overall dividend yield for MCC shareholders as well.

Further, we expect the transaction will result in a stronger and more diversified balance sheet and provide greater liquidity for all shareholders.

This combination of accretion, scale, portfolio diversification and growth in the asset management business, we believe, will result in Sierra trading in line with the premium valuation of its internally managed BDC peers over time.

For a more complete prescription of the proposed mergers, we do encourage you to review the proxy statement that was filed with the SEC by Sierra on November 6.

Thanks, everybody for the continued support. And operator, we can now open the line for questions.

[Operator]

[Operator Instructions] And I am showing no questions at this time. I'd like to turn the call back over to Brook Taube for closing remarks.

[Brook Taube, executive]

Okay, well, thank you, operator. And thank you, everyone, for joining today. We remain very excited about the proposed merger and all the benefits it will bring to current MCC shareholders.

Again, including earnings accretion, improved liquidity and an improved balance sheet and scale, we look forward to being able to discuss the deal merits in more detail once our final proxy is filed. And on behalf of the entire team here, I wish everybody a happy holiday season. Thanks very much.

[Operator]

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program, and you all may disconnect. Everyone, have a wonderful day.