Kayne Anderson BDC Inc
NYSE:KBDC
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Hello, and welcome to Kayne Anderson BDC's Second Quarter 2024 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to turn the conference over to Frank Karl, Senior Vice President of KBDC.
Good morning, and welcome to Kayne Anderson BDC, Inc.'s Second Quarter 2024 Earnings Call. Today, I'm joined by Doug Goodwillie and Ken Leonard, Co-CEOs of KBDC; as well as Terry Hart, CFO and Treasurer of KBDC. Following our prepared remarks, we will be available to take your questions. Today's call may include forward-looking statements that involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed on them. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the company, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions.
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. Actual results may differ materially from those expressed or forecasted in these forward-looking statements. We ask that you refer to the company's most recent filings with the SEC for important risk factors. Any forward-looking statements made today do not guarantee future performance, and undue reliance should not be placed on them. The company does not have an obligation to update any forward-looking statements. Our earnings release, 10-Q and supplemental earnings presentation are available on the Investor Relations section of our website. Now I'd like to turn the call over to Ken Leonard.
Thank you, Frank, and thank you to everyone for joining us on the call today, our first as a publicly traded company. For those of you who are new to the platform, I'll begin today's call with a brief overview of our company and investment strategy before we discuss our second quarter 2024 results. To start, we manage pools of capital, inclusive of KBDC, making up the Kayne Anderson Private Credit Platform or KAPC, and approximately $6 billion middle market direct lending business. Kayne Anderson is, in turn, the private credit investing arm of Kayne Anderson Capital Advisors, an approximately $35 billion employee-owned alternatives manager founded in 1984 with investing strategies in real estate, energy and infrastructure and our business, Kayne Anderson Private Credit, which my partners and I founded in 2011.
Institutionally, Kayne Anderson is focused on niche markets where it specializes in identifying experienced investment teams with strong origination capabilities to generate differentiated attractive risk return profiles for its investors. Our private credit strategy has remained consistent, making investments in senior secured loans to middle market businesses through our 13 years at Kayne Anderson and prior 2-plus decades at other platforms, making us one of the longest tenured partnerships in middle market direct lending. During our time at KAPC alone, we've invested over $11 billion in nearly 200 businesses through nearly 400 discrete transactions. We believe KAPC is a leading player in the North America core middle market, which we define as consisting of businesses with $10 million to $50 million of EBITDA. We skew towards the higher end of that range with median EBITDA of investments in KBDC of $34 million.
KBDC is one of the largest BDCs focused on this market, which we believe exhibits less volatility and more stable returns than larger markets. Additionally, KAPC has an exceptionally diverse set of private investors across institutional and high net worth segments and have now brought our strategy to the public market investors via KBDC's May IPO. We invest and manage our portfolio with a group of 38 talented, long-tenured professionals across Chicago, which is our group headquarters, New York and Los Angeles, along with additional shared resource professionals at Kayne Anderson. As detailed throughout this earnings presentation, we have built our direct lending business with a focus on capital preservation and risk mitigation in a strategy we refer to as value lending.
First, we believe that the core middle market represents the most attractive risk-reward area in which to invest as a market segment that generally includes more lender-friendly documentation and the ability to lend at lower leverage levels while still maintaining strong yields in those investments. Within this segment of the middle market, we focus on stable, slower-growing industries where the winners and losers have generally been decided. Within these industries, we identify companies that have very specific attributes that have been shown to be present in companies that have successfully survived cycles or other performance-related issues. And if an investment does not exhibit these attributes, we will not pursue it. Then from a structure perspective, our portfolios have lower average leverage around 4x below other publicly traded BDCs.
Consequently, that leads to industry high weighted average interest coverage of 3x with modest average loan-to-value below 45%. The combination of these factors results in a credit selection process that creates attractive risk-adjusted investment portfolios across all the vehicles within our credit platform. Finally, we are the lead or co-lead agent in approximately 75% of our private middle market investments with the vast remainder as part of small club lending groups, putting us in a position to structure and manage these investments proactively, avoid large bank group consensus risk and obtain the highest economics. With respect to our portfolio monitoring processes, we are laser-focused on staying in front of potential issues inside our portfolio, meeting multiple times per week to discuss watch list investments, overcommunicating performance of the portfolio via monthly portfolio review calls and including our most senior professionals in all our restructuring situations.
This is all part of our broader culture of accountability, credibility and quick action in stressed scenarios, which is supported by our structuring of investments with financial maintenance covenants, giving us a seat at the table early in our restructuring.
KBDC started its investment activity in 2021 and successfully completed its IPO on the New York Stock Exchange on May 21, 2024. As part of that IPO, we raised approximately $100 million at a price per share of $16.63. We were and will continue to be committed to delivering a leading shareholder-friendly investment structure with a best-in-class fee structure at 75 basis points on AUM for the first year post IPO and with no incentive fee for the first 3 quarters post IPO. Following these periods, our investment fee will increase to 1% and our incentive fees will commence at 15%. We believe that both of those are among the lowest for publicly traded BDCs. Additionally, and based on feedback from the investor community, we instituted a 12-quarter look back on our income-based incentive fees with a total return hurdle of 6%. We have a staggered lockup for pre-IPO shareholders at 180, 270 and 365 days following the IPO with affiliated shareholders and directors and officers being locked up for 365 days.
We have declared 3 special dividends of $0.10 each around those lockup dates as previously communicated. Lastly, we implemented a $100 million share repurchase program that commenced 60 days post IPO on July 23 of this year. To make one last point, KBDC is the largest single pool of capital in our direct lending platform, representing 25-plus percent of our total assets managed. As such, KBDC is an incredibly important part of our business and the success is crucial to the success of our broader platform. We don't believe there are any other managers of scale public BDCs in a similar relative situation. We thank you all for your support to date, and we commit to being transparent in all our communications and unwavering in our commitment to our credit and underwriting standards. I will now turn it over to Doug Goodwillie, my co-CEO of KBDC, to discuss our existing portfolio and recent investment activity for KBDC.
Thank you, Ken. I'm pleased to provide an overview of our portfolio, recent investment activity and what we're seeing in the market before we discuss KBDC's financial results for the second quarter of 2024. As of June 30, KBDC's portfolio includes 106 individual portfolio companies, representing $1.85 billion of fair value funded investments. We have another $179 million of unfunded commitments comprised of a mix of unfunded revolvers and delayed draw term loans for total commitments in excess of $2 billion. Since June 30, 2024, KBDC has closed or is in the final closing process on an additional $136 million of commitments with another approximately 6 weeks left in the quarter, evidencing continued strong origination volumes in 2024.
The KBDC portfolio was purposely constructed in a defensive manner in order to outperform in high interest rate environments and through periods of economic instability or uncertainty. Investments in our portfolio, excluding the handful of investments on our watch list, have a weighted average leverage of 4.1x to the borrower and interest coverage of 3.2x and a loan-to-value of approximately 42%, evidencing our conservatism in loan structuring.
We think these credit statistics are a material positive factor for our portfolio outlook, particularly in an elevated rate environment and that these statistics compare favorably to virtually all other public BDCs of a scale similar to us. We have also built a diversified portfolio with average position size of approximately 0.9% of fair value, where our top 10 investments represent only 19% of the overall portfolio. Outside of the specific credit statistics associated with our portfolio, the investments are also well structured because 98% of our portfolio is invested in first lien securities and 99% of our private middle market investments are backed by private equity sponsors. Additionally, all of our private middle market investments have financial covenants.
We think that this combination of being in the lowest risk portion of the capital structure and businesses that are supported by committed private equity capital, where we still have maintenance covenants represents the most attractive way to invest in our market. We also believe that the portfolio is positioned appropriately for potential changes in the interest rate environment with 100% of our debt investments being floating rate. This mirrors our liabilities where the vast majority of our debt funding utilizes floating rate borrowings as well. Our portfolio has performed very well to date with only 1% of total debt investments at fair value on nonaccrual, which is represented by only 2 positions. Lastly, we've built this conservative portfolio with healthy yields with an approximate 11.7% weighted average yield on fair value of investments. This yield has been achieved with approximately 15% of our portfolio still invested in broadly syndicated securities, such that we believe we have some upside in spreads relative to our competitors over the next few quarters as we rotate out of these lower spread investments.
As Ken previously discussed, our portfolio is diversified by end market and industries with a focus on stable, slower growing segments of the U.S. economy. As you can see in our earnings presentation, our largest industries are distribution, food products, business/industrial services and health care, with the largest representing only 12.9% of the portfolio. At the risk of overemphasis, we believe that these types of industries are extremely attractive debt financing targets because sustainability of cash flows are more straightforward to underwrite for businesses that operate in stable, steady segments of the market with virtually no new entrants.
Financing businesses in the stable, lower growth industries with typical enterprise values in the 8 to 10x range allows us to build portfolios with lower leverage and better interest coverages as well. Turning to our private middle market investment activity for Q2 2024, we made $141 million of total commitments across 18 different businesses during the period, of which $119 million was funded. In addition, $17 million of our existing unfunded commitments were funded or partially funded during the quarter, representing a combined gross fundings of $136 million. This was a meaningful uptick in activity relative to the second quarter of 2023, where gross fundings were $73 million. We did see a small amount of private middle market repayment activity totaling $41 million of gross repayments during the period, which is approximately 2.2% of funded investments.
During the second quarter, our broadly syndicated loan portfolio experienced $30 million of new fundings and $58 million of sales and repayments. We currently hold $273 million in broadly syndicated loans across 22 borrowers and investments that are slightly accretive to the portfolio. By year-end 2024 or first quarter 2025, we expect to have generated enough privately originated middle market loan volume to rotate out of these broadly syndicated investments while still maintaining leverage inside our target ratio of 1 to 1.25. Investments during the quarter were consistent with our overall strategy and that all of the credit investments were first lien senior secured, such that our portfolio mix at quarter end was over 98% first lien.
Now turning to the market. Since the second half of 2022, I think it's fair to say we've been operating in a lender-friendly environment when it comes to pricing in terms for middle market financings. That said, there were substantial declines in M&A activity over that period, leading to somewhat depressed financing volumes. That has changed over the last 6 to 9 months as the macroeconomic picture continues to exhibit resiliency and M&A activity has significantly increased. In the first half of 2024, total lending volumes have picked up substantially, nearly doubling versus the same period in 2023. We believe a substantial driver in this uptick has been the private equity community moving to transact after a period of lower M&A volumes over the last almost 2 years.
Additionally, we see substantial transaction flow from our existing portfolio investments, both as supporting acquisition activity and in certain instances, financing the same company through a change of control with different private equity sponsors. Our portfolio of over 100 investments helps support new investment flow during periods of slower M&A activity like 2023. Even with the increase in volume we've seen this year, there has been some downward pressure on spreads, even in the core mid-market, KBDC's existing portfolio of private middle market investments has an average spread over SOFR of approximately 6.2%. Most of the new transactions we are reviewing today have a spread over SOFR 20 to 75 basis points below that, though the amount of opportunities relative to a year ago, as I mentioned, has increased substantially. We think it goes without saying that the downward pressure on spreads in our market has been felt much less acutely than in the largest segments of the direct lending market to compete with broadly syndicated financing solutions, where spread compression has been more like 150 basis points or more.
Regardless, we still see expected yields on our new investments of approximately 12%, which remains incredibly healthy, particularly as compared to a longer-term historical view. We have always believed that our market represents an all-weather investment product, particularly for seasoned private credit platforms and lower risk portions of the capital structure, and we believe that remains the case today. With that, I'll turn it over to Terry Hart to discuss KBDC's second quarter 2024 financial results.
Thanks, Doug. During the second quarter, KBDC's total investment income was $52.5 million as compared to $46.5 million in the prior quarter. The increase was driven by the additions to the portfolio during the second quarter and the full quarter impacts of purchases made late in the first quarter. PIK income as a percentage of total investment income continues to remain low at only 0.7%. Net investment income for the second quarter of 2024 was $34.4 million or $0.51 per share compared to $23.8 million or $0.52 per share for the first quarter.
Total expenses for the second quarter were $18.1 million compared to $22.7 million for the prior quarter. The decrease was due to lower interest expense resulting from using a portion of the proceeds from our IPO to repay revolver borrowings during the quarter. The decrease was also a result of a full waiver of our income-based incentive fees during the quarter. As a reminder, in connection with our IPO, Kayne Anderson provided a 25 basis point fee waiver of our management fee through May 23, 2025, and a full waiver of income-based incentive fees for 3 quarters, starting with the second quarter of 2024. During the second quarter, our net change in unrealized losses were $3.1 million. The unrealized losses were primarily driven by changes in the fair value of some of our investments, particularly the investments in Trademark Global and Siegel Egg. As of June 30, Trademark Global was moved to the nonaccrual status. Additionally, during the quarter, we had a small realized loss of $138,000 related to the disposition of a liquid loan.
As of June 30, total assets were $1.85 billion and net assets were $1.2 billion. As of that date, our NAV per share was $16.57, a decrease compared to $16.63 at the end of the first quarter, but an increase of $0.05 per share after considering the $0.11 of dilutive offering costs related to our IPO. At the end of the second quarter, we had debt outstanding of $622 million, and our debt-to-equity ratio was 0.53x. This is clearly below our target range of 1 to 1.25x, but we expect to grow the portfolio over the coming quarters to achieve our target leverage. As a relevant data point and as mentioned by Doug, the third quarter is off to a good start. And as of August 8, we were operating at a debt-to-equity ratio of approximately 0.61x.
During the second quarter, we extended the maturity date of our senior secured revolving funding facility from February of 2027 to April 2029. We increased the commitment from $455 million to $600 million, and we reduced the interest rate from daily SOFR plus 2.75% to daily SOFR plus 2.375% to 2.5%, depending on the mix of loans securing the facility. Looking forward, as we increase leverage on our credit facilities over the balance of 2024, we will be strategically reviewing other opportunities to enhance our debt stack. I'll conclude with a few items related to our declared dividends and dividend policy. On August 7, our Board of Directors declared a regular dividend for the third quarter of $0.40 per share to shareholders of record on September 30, 2024, which is consistent with our second quarter dividend. The regular dividend represents a 9.7% yield based on ending NAV per share.
Clearly, we're overearning our dividend with a net investment income yield for the quarter of 12.3%. As of June 30, our estimated spillover of net investment income is $0.20 per share. In addition to the regular dividend, just prior to our IPO, our Board of Directors declared 3 special dividends of $0.10 per share to be paid on December 20, 2024, March 18, 2025, and June 24, 2025. Following the payment of these special dividends, it's our intention to have a dividend policy to distribute a portion of excess earnings over and above our regular dividend on a quarterly basis, and we plan to distribute excess earnings through an annual special dividend. With that, operator, please open the line for questions.
[Operator Instructions] And we will take our first question from Finian O'Shea with Wells Fargo.
Congratulations on the IPO. Doug, I wanted to go to your -- some of your commentary on the market and portfolio. It sounds like a bit more expedited BSL rotation into privates and perhaps lower new money spreads versus what you've historically deployed at. Seeing if there's any sort of meat on the bone you could provide there on how much this has changed versus your expectations, say, at the time of the IPO?
Sure. Thanks very much, Fin. And to address the BSL part of the question, we've got 22 positions, a little under $300 million of commitments. Our goal is to fund close to $300 million, $350 million in new commitments through August 15 or so today through the balance of the year. We've done roughly $300 million of new commitments for the BDC in the first half of the year, $136 million, as I mentioned, are in closing or closed in the last 45 days. So Fin, for us to get up to the 1:1 leverage number, it's roughly $350 million of new volumes, which we believe is very achievable for the balance of the year, especially Q4 is typically the largest volume quarter for us on a seasonal basis.
And as we achieve that kind of Q4, Q1, we would expect to also trade out of our BSL exposure into our core mid-market deals. In terms of spreads, since inception as a platform, we've been roughly 615 to 620 over the last 12 years, very consistent. As you know, I think over the first half of this year as a platform, spreads have been right around 600. That said, a lot of that was negotiated Q4, Q1 of this year. As volumes have come back, I think the slight offset to that is there has been some spread compression. Typically, 25 to 75 is the range, I would say, Fin, but we would expect the spreads in the balance of the year to likely be more in the 550 to 575 range, given some of that compression. I think that, that's largely muted versus the broadly syndicated market where you've seen more like 150 to 200 basis points of spread compression.
Okay. That's helpful. And just another one on the -- maybe I think they were Ken's remarks on just the style of investing in the core lower middle market. That profile sort of checks out on your median EBITDA 34%, weighted average is 59%. Does that mean there's like a stripe of larger credits in here that are part of your strategy? Or what's sort of behind that? And what does that part of the portfolio look like?
Yes. I think there's 2 parts to that, but I'll let Ken address that.
Yes. Thanks, Fin. Our strategy is in the core middle market, but we're more than happy to go upmarket as long as the deals have covenants, good pricing and don't have large bank groups, which are the 3 things we're looking for. So we don't have a bias against larger situations. We just don't want to get into these larger deals that we think are priced deep and cheap and have large bank groups that have consensus risk and don't have covenants. So when those factors line up for us, we're more than happy to go up market, and we do that aggressively when those -- when the market comes down to us. And so I think what you're seeing is we've had a lot of great opportunities with very good sponsor relationships to go upmarket and have solid pricing and covenants and be in more club-like deals, and we'll continue to take advantage of those opportunities when they come to us.
And do you lead those deals as well? Or are they clubbed?
It's a mix. There's some where we're lead. There's some where the co-agent and there's some where we're a club member.
[Operator Instructions] And we will take our next question from Kenneth Lee with RBC Capital Markets.
Just one in terms of the core middle market direct lending focus there. Some other BDC peers have talked about seeing this segment as being more relatively attractive as well. Wonder if you could talk about seeing any increased level of competition or new numbers of entrants entering the segment there and any kind of potential impacts around that?
Thanks, Ken, and this is Doug. From our perspective, the core mid-market, as Ken defined it, roughly $10 million to $50 million of EBITDA. It's the largest addressable universe. There's 200,000-plus companies. Once you start to get above $100 million of EBITDA, you're talking probably 10,000 to 15,000 companies. There's less efficiency, we believe, in terms of structuring the deals in the core mid-market. And ultimately, the majority of the capital raised goes into the upper mid-market. It's raised by some of the bigger, larger, call it, alternative asset manager platforms. So we think that there's less competition in the core mid-market. So from our standpoint, there's always an ebb and flow on players due to a bit of M&A activity in the financial space, but we really haven't been impacted by new entrants over the past few years, and it takes a fair amount of capital to compete as well as a first-class organization from structuring, origination and portfolio. So we haven't seen a whole lot of new platforms have a meaningful impact in the core mid-market recently.
Great. Very helpful there. And just one follow-up, if I may. Wonder if you could further expand upon comments you touched upon in terms of looking for opportunities to optimize the debt stack. What sort of opportunities you could be looking at over the near term?
Yes. Terry, do you want to handle that in terms of the liabilities and our outlook there?
Yes, sure. I'd be happy to. Thanks, Ken. I think the first thing that we would look to do here in the fall is to extend the maturity of our corporate facility that we have in place. And I think that we do anticipate some price improvement on that facility when we renew it. And then secondly, as we continue to increase borrowings on our credit facilities over the balance of the year, we'll look to supplement our debt stack with either additional bank debt or we could also look to the unsecured notes market. So we're just in the process right now of determining what that looks like for us. There's clearly trade-offs. Unsecured notes may not be the least cost financing for us, but there are other benefits and flexibility around that. But we do think that we can price an unsecured notes deal much cheaper than our original issuance back in 2023. But so those are the things that we are looking at as we go into the balance of the year.
And our next question comes from Cory Johnson with UBS.
I was wondering if you could maybe provide a little more details in terms of like how you're thinking about the annual special dividend that you mentioned post the $0.10 special dividends and even the supplemental for that matter.
Sure. Thanks, Cory. Terry, do you want to handle that one as well?
Sure. I'd be happy to. So we do plan to, like I mentioned, adopt a model of paying out a portion of our earnings over and above our regular distribution. And so we expect that to be 50% of any excess net investment income on a quarterly basis. And as I mentioned, and I think you mentioned, Cory, we expect to start that after the end of our lockup period and after the payment of the final $0.10 special that's going to be in the second quarter of 2025. And so you'll see us operate with that kind of payout strategy. But in addition to that, as we have excess income, we do plan to have additionally an annual special dividend to pay out any cleanup income. And we've stated publicly that it's our intention to pay out roughly 90% to 100% of any income.
Great. And then just my final question. Do you have any line of sight in terms of repayments over the coming quarters that you'd be able to share with us?
Yes. This is Frank. Repayments and refinancings clearly always difficult to really get a line of sight on. We are aware of a small, handful, call it less than 5 names in the portfolio that are currently in market for sell side or refinancing processes. So not a huge portion of the portfolio overall. And then as you think about just the vintage of this book, we were doing most of our launching and initial ramping and building diversity in 2021, such that those older vintages tend to be smaller hold sizes. So most of our book is less than 3 years old. So as we look at the portfolio, we're not looking at second half of '24 or first half of '25 as being a large number of exits even if M&A volume picks up substantially throughout the rest of the year.
And our next question comes from Paul Johnson with KBW.
Can you provide just kind of some high-level relevant stats on just the BSL portfolio that you hold today in terms of just -- I think you said 22 borrowers in there, but just kind of average duration and whether these were new issue deals or investments purchased on the secondary?
Yes. So it's -- this is Frank. It's 22 names. Current FMB is right around $271 million. I mean these are -- we built this book from some of the largest, most liquid names out there, sort of like the 100 largest liquid BSLs in the market. So most of these duration is north of 3 years and all but one were secondary market purchases. Average price paid at close was $0.999 relative to cost.
Appreciate it. That's very helpful. And then just broadly in the portfolio, you had the one nonaccrual this quarter. But in terms of amendments, what sort of trends did you see there? Were there any negative -- other negative credit-related amendments throughout the portfolio this quarter?
From our perspective -- this is Doug. From our perspective, we think the portfolio is holding up really well. As we alluded to earlier, there's a handful, I think, 5 names on our watch list out of over 100 credits. So that's kind of normal course as we talked about, 2 on nonaccrual. I think from our perspective, it's been normal course amendment activity. I think they're across the platform, there was over the last 2 years, some amendments around extensions of maturity because private equity was not really looking to transact, and there was an extension and duration of some of the loans. I think that wave -- and that was largely for companies that were performing. That wave has really passed.
So I think it's kind of normal course amendment activity. Liquidity is very strong across the board, as we've talked about with our leverage statistics at 4x the borrower, strong interest coverages, we think that our portfolio is well positioned in the higher rate environment versus those that have a lot of software and higher growth businesses that require more leverage. So again, very pleased with the portfolio. I think the one trend we've seen is just some challenging -- the challenges to the consumer across the broader economy. And I think that's hit us really only on 1 or 2 businesses, Trademark being one in our portfolio. So again, a small part of our portfolio, but that's one trend that we've seen that I think others probably have as well.
And it appears that we have no further questions at this time. I will now turn the program back to Doug Goodwillie for closing remarks.
Well, on behalf of the management team here at KBDC, we want to thank everybody for your time today and your support of KBDC and our platform, and we look forward to talking with you again on our next quarterly earnings call. Thank you very much.
Thank you. This does conclude today's Kayne Anderson BDC Second Quarter 2024 Earnings Call. Thank you for your participation. You may disconnect at any time.