Oaktree Specialty Lending Corp (OCSL) 2012 Q1 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the first quarter 2012 Fifth Street Finance Corp. earnings conference call. My name is Carol, and I'll be your coordinator for today. At this time, all participants are in a listen only mode. We will be facilitating a question and answer session towards the end of today's conference.

(Operator Instructions)

As a reminder, ladies and gentlemen, this conference is being recorded for replay purposes. I would like to now turn the presentation over to Miss Stacey Thorne, Director of Investor Relations. Ma'am?

Good morning, and welcome, everyone. My name is Stacey Thorne, and I am the Head of Investor Relations for Fifth Street Finance Corp. This conference call is to discuss Fifth Street Finance Corp.'s first fiscal quarter ended December 31, 2011.

I have with me this morning, Leonard Tannenbaum, CEO, Bernard Berman, president, and Alex Frank, chief financial officer. Before I begin, I would like to point out that this call is being recorded. Replay information is included in our January 4, 2012 press release and is posted on our website, www.fifthstreetfinance.com. Please note that this call is the property of Fifth Street Finance Corp. Any unauthorized rebroadcast of this call of any form is strictly prohibited.

Before going into our earnings portion of the call, I'd like to call your attention to the customary Safe Harbor disclosure in our January 4, 2012 press release regarding forward-looking information. Today's conference call includes forward-looking statements and projections, and we ask that you refer to our most recent filings with the SEC for important factors that could cause actual results to differ materially from these forward-looking statements and projections.

We do not undertake to update our forward-looking statements unless required by law. To obtain copies of our latest SEC filings, please visit our website or call investor relations at 914-286-6811.

The format for today's call is as follows. Len will provide an overview. Bernie will provide an update on our capital structure, and Alex will summarize the financials and then we'll open the line for Q&A. I will now turn the call over to our CEO, Len Tannenbaum.

Thank you, Stacey. Welcome to the 2012 lending environment. Unless Republicans win the presidency and control both chambers of Congress, we believe taxes will increase next year.

As the odds change on the outcome of the election during the year, we expect it to have a substantial effect on M&A activity as the tax increase that will occur next year from the expiration of the Bush tax cuts, coupled with the extra tax from ObamaCare, may incentivize owners of businesses to accelerate any sales plans they had in the next few years to 2012. The supply and demand equations will be further complicated by the expiration of the reinvestment period on many middle market CLOs and a refinancing wall of CLOs that is approaching.

We are also seeing the beginnings of Basel 3 taking effect as the big US banks begin to reduce lending in preparation for the adherence to the new standards. Lastly, we believe the massive deleveraging of Europe and the need to raise hundreds of billions of dollars in equity to support the fragile banking system there will also contribute to the reduction in worldwide liquidity.

So what is the offset to these amounts? Quantitative easing, of course. QE is the new fad, as we even saw this morning as Europe increased their QE by $50 billion this morning, and we expect that everyone may participate in the party.

How this offsets and drives capital flows, however, is very hard to predict. What we can do at Fifth Street to optimize the results for our shareholders is to pay very close attention to what our lending partners are doing, what we are seeing in the market and like in years past, make sure that we have the capacity and deal flow to quickly adjust to the changing capital flow cycles.

Our latest equity raise of $100.7 million, accomplished at a net price above book value, allows us the continued flexibility to take advantage of what should be a building year for new deals, while staying close to our leverage targets for 2012.

Despite the volatile market environment, we issued stock above book value. And unlike many of our peers, we did not ask for permission from our shareholders to sell below book value. We continue to believe that selling stock below book value is rarely justified.

Reiterating some of our guidance for 2012, we currently expect the portfolio to remain in the range of 70% to 80% first lien loans with our Sumitomo facility being consolidated. And we expect to be, on average, leveraged about 0.6 times, excluding our ten-year, fixed, non-recourse SBA debentures. We are exploring ways to deconsolidate the Sumitomo facility in a way that should be accretive to earnings and allow the facility to expand more rapidly.

Our fiscal year earnings guidance remains at about $1.15 per share, which fully covers our dividends with net investment income. As the portfolio continues to mature, we believe that we will experience more repayments, which will drive earnings due to the acceleration of our up-front fees, in addition to the recognition of exit fees, prepayment penalties and, occasionally, equity realizations.

As for origination volume, we expect to have $100 million to $300 million per quarter on average through the year with gross originations, with each quarter being successively higher. We anticipate that the fourth calendar quarter could be a record-setting quarter with the tax changes mentioned before. This quarter, ending March 31st, has started off surprisingly slow, and we've only just recently seen signs of a pickup in activity.

Our first fiscal quarter net income of $0.29 per share was in the mid-point of our previously issued guidance. Going forward, we expect our earnings power to be better realized as we have increased velocity in the portfolio, are starting to realize some of our equity investments, collect prepayment penalties and exit fees on occasion, and have a much more efficient capital structure.

In 2012, we will also benefit from an expanded capital markets platform that may generate over $1 million in fee income. We anticipate that part of this additional earnings will come from better matching our targeted leverage, increased utilization of our credit lines and continued reallocation of the assets in the portfolio.

We also have equity stakes that should start to be realized as the companies mature. These gains will continue to offset our capital loss carry-forward and generate some growth in net asset value. Earning our dividend will also assist in growing NAV over time.

We continue to finance larger companies, which we believe are inherently safer, with the typical borrower having EBITDA in the $10 million to $30 million range. We believe that our high first lien exposure, coupled with investing in larger and more stable portfolio companies and our robust diligence and portfolio management processes, will result in a greater portfolio stability should the economy pull back again.

At the same time, we feel comfortable that our weighted average yield of 12.27% at 12/31 will remain stable now that we've reached our targeted portfolio mix.

We believe that interest rate are spreads currently about average and are finding value both in the lower middle market and upper middle market due to continued scarcity of capital available to these markets from traditional lenders. We expect, however, that the supply/demand equation will shift more positively for lenders as the year progresses and anticipate that pricing will tighten with that shift.

We have seen continued positive momentum in the credit quality of our assets. Categories three, four and five rated securities continue to account for less than 2% of the portfolio at fair value as of December 31, 2011.

This is a positive trend that positions us well for the next down cycle, potentially allows us to increase our return on equity. Following our approach to be one of the most transparent companies in the BDC industry, we will continue to release the debt EBITDA of our rating tranches, as well as update our investors on a regular basis.

We are excited to announce that we are growing our Chicago presence. We have signed a new lease, commencing in April, for expanded space and expect to hire a Chicago-based deal team in 2012 to better service our private equity sponsor client base there.

Our expectation is to continue to add many strong, experienced institutional credit and operating members through the balance of the year, and I am so far pleased with the response and caliber of individuals attracted to our organization.

To service our clients, Fifth Street continues to build a broad institutional platform, both in terms of technology and team members. We believe that our strong brand and relationship allows us to capture premium pricing over the market. The market is also differentiating lenders based on balance sheet capacity; namely, hold size and the ability to grow with clients' platform companies. We have led and agented an increased number of deals this year and were recognized as a top ten lender in the middle market by Pitch Book for the second year in a row.

We have also expanded our capital market's presence through the development of strong syndicate relationships. Our investment grade rating, coupled with large credit capacity, gives our clients comfort that we will make expansion capital available to them when needed.

Fifth Street's reputation in the middle market as a leader, as well as its market share, should continue to grow as we add to our institutional platform and continue to provide a high level of service to our private equity sponsors. We are very excited about the opportunities in the middle market, and we expect M&A activity to increase this year. I will now hand the call over to our president, Bernie Berman.

Thanks, Len. With respect to our lending facilities, we have not made any changes since our November 30, 2011 earnings call. But I can report that we are working on an amendment and extension of our $230 million ING-led credit facility, and we expect to have a definitive announcement on this in the next few weeks.

We also hope to extend and increase our $100 million Wells Fargo credit facility during the first half of this year, and we have had preliminary discussions with Wells Fargo on that topic. We expect to provide more detail by our next earnings call.

We are excited to have begun ramping the $200 million credit facility we closed with Sumitomo Mitsui Banking Corporation last year. As Len mentioned, we are exploring options to move our subsidiary, which is Sumitomo's borrower, off of our balance sheet. If we are able to do that, we believe it will be accretive to shareholders while gaining additional flexibility under the 200% asset coverage test.

This is a project which is in the early stages, but we are working diligently to evaluate our options, and we will keep you posted on our progress over the course of the year. We have no update on our application for a second SBIC license, except to report that we remain optimistic we will receive a second license in the near future. I'm now going to turn it over to our CFO, Alex Frank.

Thanks, Bernie. We ended the 2011 calendar year in a strong financial position, with total assets of $1.2 billion, an increase of $420 million or 53% over the previous calendar year end, reflecting robust growth in net new originations and the strength of our business platform.

Investments were $1.1 billion at fair value, and we had available cash on hand of $70 million. We also completed a follow-on equity offering in late January 2012, which raised over $100 million of new equity and further increased our financial strength and flexibility. At a net price of $10.07 per share, representing a net discount of 4.6%, we achieved the tightest spread for the offering of any of our previous equity issuances.

We thank our lead underwriters in the transaction, Credit Suisse and RBC, for the great job they did in helping us to achieve a very positive outcome for our shareholders. The issuance was done at a premium to NAV and was immediately accretive to book value per share. The proceeds of the offering have been used to reduce current debt outstanding and provide additional capacity to fund growth in our portfolio.

Turning back to the three months ended December 31, 2011, total investment income was $39.5 million, including $33.5 million of interest income and $6 million of fee income. Payment in kind interest remained a low percentage of total income at $3.4 million for the quarter, declining to 9% of total investment income as compared to 12% for the year ago period.

Net investment income per share increased 11% to $0.29 for the quarter, as compared to $0.26 in the same quarter the previous year. The net realized and unrealized loss on our portfolio investments for the three months ended December 31, 2011 was $10.8 million. This represents a change of less than 1% in the overall value of our investments.

In contrast to the previous quarter, market risk premiums in the high yield and middle market loan space were little changed for the quarter, as compared to the volatility experienced in mid-2011. The weighted average yield on our debt investments remains stable at December 31, 2011 at 12.3% versus 12.4% in the prior quarter, while the cash component of the yield was also stable at 11.2%.

The average size of a portfolio investment was $19.6 million. We originated $95.3 million of investments in the quarter across seven new and one existing portfolio company, bringing the total companies in our portfolio to 67 at December 31, 2011.

We also received $52.4 million in connection with the exits of three of our portfolio companies, all of which were exited at par or better. We continue to experience an increase in the velocity of our portfolio, enabling us to earn additional fee income, redeploy capital and provide additional financial flexibility. Approximately 98% of the portfolio by fair value consisted of debt investments. 75% of the total was in first lien loans, and 69% of the debt portfolio was at floating interest rates.

The investment portfolio continues to be well diversified by industry, sponsor and individual company. Our largest single exposure is to healthcare. We expect that successful exits of a number of investments in this sector during the next few months will bring our healthcare industry exposure to approximately 25%.

Another metric indicative of the diversity of our investment portfolio is that our largest single individual company exposure is only 4.35% of the overall portfolio. The investment portfolio is of high credit quality, and the credit profile was stable versus the prior quarter.

We rate our debt investments on a one to five rating scale, and the highest performing one and two rated securities were 98.1% of our portfolio versus 98.5% as of September 30, 2011, and 94.5% a year ago. During the quarter ended December 31, 2011, we had four investments in the portfolio on which we had stopped accruing income, versus three investments at the same time the previous year.

Our Board of Directors has declared monthly dividends for April, May, and June 2012 of $0.0958 per share, reflecting a continuing annual rate of $1.15 per share. The dividend rate continues to be set at a level commensurate with our earnings capacity, and we remain confident that our dividends going forward will be covered by net investment income. Now I'll turn it back to Stacey.

Thank you, Alex. Before we open the line for Q&A, I'd like to remind everyone that for the months that Fifth Street doesn't report quarterly earnings, we generally release a newsletter. If you want to be added to our mailing list and receive them directly, please either call me at 914-286-6811 or send a request e-mail to ir@fifthstreetfinance.com. Thank you for participating on the call today. Carol, if you'd open the lines for Q&A.

Thank you, Stacey.

(Operator Instructions)

Your first question comes to you from the line of Joel Houck of Wells Fargo. Sir?

Good morning, Stacey, Alex and Len. I guess the first question on the recent equity raise, again, we appreciate you guys not raising below NAV. I think investors like that. I'm wondering, you raised above NAV, yet you had a little bit of cash in the balance sheet as well as meaningful debt capacity. Can you talk about the trade-off between further leveraging the balance sheet versus raising more equity earlier this year and de-levering? Is that a function of the volatility and wanting to have more dry powder. How much of that is driven by your expectations M&A activity will pick up this year? Just interested in your thoughts around that.

The $70 million we had on our balance sheet was just due to a timing issue at the end of the year. At the time of the equity raise, we didn't have any cash in our balance, very little cash on our balance sheet. If anything, we were very well drawn on our credit lines, which, of course, our credit providers like a great deal.

Even today, after the $100 million paid down what was almost all used to pay down our lines, we're still substantially drawn on both our Wells Fargo line and our ING line. And we appreciate that for the first time, that this is the first time that it was able to happen and our new financial flexibility, given our size, allowed us to much more accretively do these equity offerings than in the past.

Okay. Switching gears on the Sumitomo facility, there's been, I don't know if you'd call it an SEC crackdown, but the SEC's taken a --

Very hard stance.

Yeah, hard stance. What's your view? I know you can't talk specifically about discussions with the SEC, but what gives you the comfort level that you'll be able to continue to kind of deconsolidate that facility?

Right now, it is consolidated. It's not deconsolidated. We're exploring ways to do that in conjunction with the SEC's five-point test that they've outlined, and we're very carefully going through with them what makes a deconsolidated entity and probably will err on the side of conservatism, if anything.

You shouldn't expect us to do something like a total return swap to try to make something off balance sheet. We're very careful with previewing with the SEC all of our intentions. However, I think as Bernie indicated in his remarks, this is not a near-term event. This is an event that may take all year, but it is something that we're exploring.

Okay. So I guess we'll get more updates as the year goes on. Lastly, on the lowering of your management fee hurdle rate, can you talk to what, you know, what are you going to justify from shareholders to prove that measure as it, you know, it seems to benefit the manager? Where's the benefit for the BDC shareholders?

Alex, I'll take that. So yeah, we've asked our shareholders to approve an amendment to our investment agreement that would lower the hurdle rate for purposes of determining whether our investment advisor is entitled to any income incentive fee.

And, you know, although the change from 8% to 7% would not have had any impact historically on the amount of income incentive fee earned by our investment advisor and, in fact, we don't expect that we'll have any impact in the foreseeable future, we do believe the change is appropriate.

Where market conditions warrant, the change will continue to incent our advisor to invest in senior assets with lower absolute but potentially higher risk adjusted returns. You know, and that's a strategy that's been very successful for us over the past few years. In addition, because many of our BDC competitors pay incentive fees based on a 7% hurdle rate, the change ensures that our advisor will continue to compete successfully in the industry.

So just to be clear, the argument for shareholders is it allows you to do more safer, senior secured loans in that with a lower hurdle rate; is that correct?

I don't know that it allows. We're currently able to do -- it allows us a maximum of shift from one side to the other side, which I think we've done very, very well for our shareholders over time. And if you look at almost every peer, their hurdle rate is seven and/or and [Aries] recent shareholder approval is also 7. We want to make sure we're matching, at least on a competitive basis, with our pierce.

So part of it you would be at a competitive disadvantage, which would hurt your ability to hire and retain key people?

I don't know that we said that. I think we're finding some good people, and we're retaining key people. It just allows us the flexibility of asset classes, which all of our competitors have, and we want to make sure we have the same flexibility that they have.

Great. Thank you very much.

Thank you, sir. Gentlemen, your next question comes from the next line of Mickey Schleien of Ladenburg. Please proceed.

Yes, good morning. I wanted to understand a little bit better what drove the almost $17 million realized loss. I see on the cash flow statement sale of almost $12 million of investment. I haven't had a chance to go through the schedule of investments so I don't know which companies you sold and what's driving that. If you could provide some color, I'd appreciate it.

Absolutely. I am personally, and the team is very disappointed in a legal outcome where Premiere Trailer was a deal that we did in 2007, I thought. Right, at the end of 2007, Bernie?

It's another one of those 2007 deals, and the company had turned around its operations substantially, and the bankruptcy judge ruled, contrary to what our lawyers thought and contrary to anybody in our team thought, that we got zero as a recovery. And unfortunately, you know, it was a very bad outcome for our shareholders. We already had the deal marked down to $4 million or $3 million. So it wasn't (inaudible - multiple speakers).

Unrealized to zero.

At 9/30, we marked it to zero. But even given -- so it wasn't an NAV hit, but it certainly was a realized loss once the bankruptcy judge decided that we got zero for our investment. So it was a huge disappointment and the team is not very happy about it.

Fair enough. My other question is there was, at least in percentage basis, a pretty large increase in administrator expense from the previous quarter. Can you tell us what was going on there? Went from $5.59 to [$8.16].

Yeah, I mean, you know, we increased the size of our platform so it was really just associated with the compensation associated with adding new people for our expanded platform.

So this sort of [800,000] level is reasonable on a go-forward basis?

I think we're pretty right-sized for where we are today. But with opportunities going forward, it's probably something of a step function that we talked about in the past where we've got deal teams and a great platform in place, and we're pretty comfortable with our current ability to underwrite for the capacity that we have.

I expect the G&A bill that we just saw will be steady, and we'll be able to leverage G&A over the next year. We don't anticipate that many new-hires in the administrator.

That's reimbursed by the BDC.

Lastly, Len, can you give us an idea on a pro forma basis what NAV, at least in a ballpark, might have looked like at the end of January given the rebound in the markets and your equity offering?

As you well know, there's no way I'm going to give a ballpark. But I will give a direction. We did see a tightening. We'll see if it holds up, by the way, by March 31. There definitely has been a tightening. We expect the market yield approach, at least that part of the valuation process, to be a positive effect on NAV in this quarter should the market tightening hold to the level it is right now.

Appreciate your time this morning. Thank you.

Thank you, sir. Gentlemen, your next questions from the line of Dixon Braden of Morgan Keegan. Sir?

Hi, guys. Actually, it's Robert Dodd. Just a question on your floating [loan] exposure in the fourth. It looks to me like the relative amount of low floor loans that you have, like below two, seems to have stabilized a little bit over 50%.

Are you happy right now with -- obviously, your floating rate proportion, I think you're happy with. But in terms of the structure of where your floors are in that portfolio, can we expect the average floor to go down, be stable? Is it going to rise? Any color you give there would be helpful.

I got to say, I met for dinner with [Jeremy Siegle] a couple of days ago, and he actually thinks that the Fed won't keep down until the end of 2014. I've been thinking that the Fed -- there's a lot of liquidity sloshing around in the system, and I can't believe that interest rates are going to stay that low for that long.

So we're very cognizant of making sure when interest rates rise, we're at worst neutrally affected. And at best, we'll make a little bit more money. So I think floors are staying right around the 1.5%, where it could be 1.75% level. And it's pretty stable in the industry standard right now at about 1.5%.

Thank you. Just looking at -- I know it's very early days to be talking about any of this increase in M&A activity, but how do you expect the quality of those opportunities to shake out? Are you going to see a large [pull] come to the market of deals that you might not be chomping at the bit to do, or do you expect this increase to really be high quality opportunities?

Well, I think the increase towards the end of the year will have all sorts of opportunities. High quality, low quality, middle quality. The advantage of our size right now, and this is not an advantage we've enjoyed for a very long time, only for the past year or so, is that we can go up market or down market, depending on where we see the best risk adjuster returns.

And I'm still seeing -- I'm seeing the best risk adjusted returns right now in the upper middle market, where I think a number of players have exited the market and/or the seniors are very hard to fill, while the mezzanines are very oversubscribed.

And in order to get the mezzanine, you have to have a facility like Sumitomo to be able to put the senior at a cost effect, a good cost adjusted basis where you get in the right leverage level for that type of risk, a very low risk.

And we closed a deal yesterday that's very -- that basically is along the lines of what I just told you, where we took a senior piece, and we got a very oversubscribed mezz piece at really good yields in the upper middle market. So we're definitely seeing deals, high quality deals, large companies come to market.

Great. Thank you.

Thank you, sir. Gentlemen, your next question comes from the line of Greg Mason of Stifel Nicolaus.

Great, thank you. Len, you've had the opportunity the last couple quarters to buy back a little bit of your converts at discounts, and that's added about $0.02 each quarter. Is there still any opportunity there in generating some income earnings from that?

You know, I think our convertible bonds have traded up probably since I announced I started buying them back. And in addition, obviously, we're continuing to execute on our plan. And I don't think that there's that much opportunity, I'd say, as pricing, which I think is around [92], [93]. If it should drop, you know, we're happy to take advantage of any -- anytime we can take advantage of buying back our debt at a significant discount, creating a risk-free return to our shareholders, we should be doing that.

Then you mentioned something about an expanded platform that could generate $1 million of fee income. Is that the syndication desk, or what were you referencing there in that comment?

That's right. That's the syndication desk. And as you know, we started that effort early last year, and this thing does not happen overnight. It takes time to build the reputation with the strong syndicate partners, such as Jefferies and Credit Suisse and others that take these deals and syndicate them down to the middle market.

And you have to build that relationship with their capital markets desk. You have to build that relationship with the agents. And often we are our agent and the agent in many of these transactions. And we're actually one of the most prolific agents out there in the middle market.

So that all takes time, and I think for the first time I've ever put a number out there of over $1 million.. I feel confident that the capital markets desk, through our syndication revenue, through us taking down large deals and syndicating it down to team members generates a lot -- will generate over $1 million. In the couple of days, we'll announce a small deal that is representative of the power of our capital markets desk.

Great. And then you mentioned, I think, Rail Acquisition went on PIK non-accrual this quarter. You know, as I look at it, it looks to me like that's valued at, call it $0.25 on the dollar. What's the risk that we see that go on full non-accrual and what's the story with that investment?

So the Rail Acquisition, I think, was split this quarter, right?

Correct.

So there's two securities that were split on the balance sheet. Let's go through them so a diligent analyst like you can follow through on the small details as you always have.

Both Rail and Traffic Control are two different securities -- have two different securities. For example, one Rail security is an asset-backed bankruptcy -- it's an SPV, isn't it?

It's an asset-backed revolver.

It's an asset-backed revolver, a security against receivables and inventory, and the receivables from name brand firms and at a discount, of course, to the value of the receivables and inventory. That's carefully monitored and drawn each day. That is not going to be impaired in our current expectation. In fact, we believe we can liquidate that and recover at or more than the value of that -- of what we've loaned. The other security has been impaired too dramatically for us not to put it on PIK non-accrual and certainly could go further on non-accrual. How much cash is in that? Net zero, right?

All the cash is deferred so we treat it as PIK, and we have non-accrued all that.

So even though you see that on PIK non-accrual, it's fully on non-accrual. So I'm glad you asked that question.

Okay.

So we are currently not receiving any income from that second security, and we think that's the best treatment, both because we don't want to charge an incentive fee if we don't believe we can collect the money in the future, and we want to make sure our earnings quality remains high.

Traffic Control, though, I'll point out also, is a split between the asset-backed first lien, which we fully feel that we can liquidate the first lien and receive $1 on the dollar; and the second lien, which we believe is impaired, and we significantly impaired it this quarter, I think to $0.55 on the dollar.

$0.55, yes.

We also expect Traffic Control to go through a restructuring. And at least that's what we're hearing, and we believe the restructuring will be a positive for the company, as it was for [Nicos] when that went through the restructuring and we merged it with Coal Materials, and we're very pleased with our progress there.

Great color. Thank you. One last question. You talked in response to Joel's question, it sounds like you have actually closed a lot of deals post quarter end, at least commentary on your cash levels and leverage. Can you give us any color around what you have closed so far in January and early February?

No. Actually, I said in my comments, I thought that it was a pretty slow start to the quarter.

Okay.

We did close some deals. We expect gross originations to be between $100 million and $300 million. At least, that's our current view for the quarter. We expect recycles to pick up substantially, and that should allow us to generate reasonable income in the quarter to continue to meet our target of at least $1.15 or our expectation of at least $1.15 in NII, which covers our dividend.

Greg Mason. Great. Thank you.

Thank you, sir. Gentlemen, your next question comes from the line of Casey Alexander of Gilford Securities. Sir.

My questions were answered. Thank you.

Thank you, sir. Ladies and gentlemen, this concludes your presentation for today. Thank you very much for your participation, and you may now disconnect your lines. Have a great day.