SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 10-Q
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☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the Quarter Ended March 31, 2022 |
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☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number: 814-00899
______________________
BLACKROCK TCP CAPITAL CORP.
(Exact Name of Registrant as Specified in Charter)
______________________
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Delaware |
56-2594706 |
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(State or Other Jurisdiction of Incorporation) |
(IRS Employer Identification No.) |
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2951 28th Street, Suite 1000 |
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Santa Monica, California |
90405 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(310) 566-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, par value $0.001 per share |
TCPC |
NASDAQ Global Select Market |
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(Title of each class) |
(Trading Symbol(s) ) |
(Name of each exchange where registered) |
Securities registered pursuant to Section 12(g) of the Act: None
______________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
☒ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller Reporting company |
☐ |
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Emerging growth company |
☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒
The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of May 4, 2022 was 57,767,264.
BLACKROCK TCP CAPITAL CORP.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2022
TABLE OF CONTENTS
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Part I. |
Financial Information |
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Item 1. |
Financial Statements |
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2 |
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3 |
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4 |
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5 |
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Consolidated Schedule of Investments as of March 31, 2022 (unaudited) and December 31, 2021 |
6 |
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24 |
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48 |
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52 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
54 |
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Item 3. |
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Item 4. |
68 |
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Part II. |
Other Information |
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Item 1. |
69 |
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Item 1A. |
69 |
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Item 2. |
70 |
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Item 3. |
70 |
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Item 4. |
70 |
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Item 5. |
70 |
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Item 6. |
71 |
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1
BlackRock TCP Capital Corp.
Consolidated Statements of Assets and Liabilities
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March 31, 2022 |
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December 31, 2021 |
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(unaudited) |
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Assets |
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Investments, at fair value: |
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Non-controlled, non-affiliated investments (cost of $1,610,252,588 and $1,637,897,868, respectively) |
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$ |
1,601,553,609 |
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$ |
1,638,843,507 |
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Non-controlled, affiliated investments (cost of $38,020,928 and $37,457,524, respectively) |
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94,931,232 |
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97,207,404 |
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Controlled investments (cost of $135,233,889 and $146,247,518, respectively) |
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99,266,004 |
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105,087,211 |
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Total investments (cost of $1,783,507,405 and $1,821,602,910, respectively) |
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1,795,750,845 |
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1,841,138,122 |
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Cash and cash equivalents |
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43,651,392 |
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19,552,273 |
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Interest, dividends and fees receivable |
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21,458,518 |
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20,061,104 |
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Deferred debt issuance costs |
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4,493,408 |
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4,786,736 |
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Receivable for investments sold |
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234,473 |
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6,024,981 |
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Prepaid expenses and other assets |
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3,326,404 |
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2,666,111 |
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Total assets |
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1,868,915,040 |
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1,894,229,327 |
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Liabilities |
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Debt (net of deferred issuance costs of $6,338,159 and $6,878,110, respectively) |
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1,027,911,497 |
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1,012,461,340 |
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Management fees payable |
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6,388,710 |
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6,304,176 |
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Incentive fees payable |
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4,190,230 |
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3,742,443 |
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Interest and debt related payables |
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3,209,435 |
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10,863,683 |
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Reimbursements due to the Advisor |
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1,056,851 |
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942,094 |
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Payable for investments purchased |
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— |
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28,994,390 |
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Accrued expenses and other liabilities |
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1,695,989 |
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1,464,565 |
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Total liabilities |
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1,044,452,712 |
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1,064,772,691 |
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Commitments and contingencies (Note 5) |
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Net assets |
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$ |
824,462,328 |
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$ |
829,456,636 |
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Composition of net assets applicable to common shareholders |
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Common stock, $0.001 par value; 200,000,000 shares authorized, 57,767,264 and 57,767,264 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively |
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$ |
57,767 |
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$ |
57,767 |
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Paid-in capital in excess of par |
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963,100,315 |
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966,409,911 |
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Distributable earnings (loss) |
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(138,695,754 |
) |
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(137,011,042 |
) |
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Total net assets |
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824,462,328 |
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829,456,636 |
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Total liabilities and net assets |
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$ |
1,868,915,040 |
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$ |
1,894,229,327 |
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Net assets per share |
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$ |
14.27 |
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$ |
14.36 |
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See accompanying notes to the consolidated financial statements.
2
Consolidated Statements of Operations (Unaudited)
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Three Months Ended March 31, |
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2022 |
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2021 |
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Investment income |
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Interest income (excluding PIK): |
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Non-controlled, non-affiliated investments |
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$ |
37,427,955 |
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$ |
33,853,312 |
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Non-controlled, affiliated investments |
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33,108 |
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26,097 |
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Controlled investments |
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1,912,504 |
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1,650,033 |
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PIK income: |
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Non-controlled, non-affiliated investments |
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1,080,205 |
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1,304,701 |
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Dividend income: |
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Non-controlled, non-affiliated investments |
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261,229 |
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819,355 |
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Non-controlled, affiliated investments |
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563,404 |
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1,696,660 |
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Controlled investments |
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713,825 |
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892,050 |
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Other income: |
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Non-controlled, non-affiliated investments |
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152,477 |
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47,118 |
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Non-controlled, affiliated investments |
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6,202 |
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874,576 |
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Total investment income |
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42,150,909 |
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41,163,902 |
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Operating expenses |
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Interest and other debt expenses |
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|
9,345,204 |
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10,105,887 |
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Management fees |
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6,667,727 |
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5,943,362 |
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Incentive fees |
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4,190,230 |
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4,691,458 |
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Professional fees |
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|
570,395 |
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|
290,334 |
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Administrative expenses |
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477,059 |
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539,947 |
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Director fees |
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223,000 |
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250,000 |
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Insurance expense |
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181,061 |
|
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|
135,000 |
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Custody fees |
|
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83,929 |
|
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|
59,183 |
|
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Other operating expenses |
|
|
658,364 |
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|
707,345 |
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Total operating expenses |
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22,396,969 |
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22,722,516 |
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Net investment income |
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|
19,753,940 |
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|
18,441,386 |
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Realized and unrealized gain (loss) on investments and foreign currency |
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Net realized gain (loss): |
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|
|
|
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Non-controlled, non-affiliated investments |
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|
46,267 |
|
|
|
2,079,315 |
|
|
Non-controlled, affiliated investments |
|
|
— |
|
|
|
1,028,057 |
|
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Controlled investments |
|
|
(124,801 |
) |
|
|
— |
|
|
Net realized gain (loss) |
|
|
(78,534 |
) |
|
|
3,107,372 |
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|
|
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Net change in unrealized appreciation (depreciation): |
|
|
|
|
|
|
|
|
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Non-controlled, non-affiliated investments |
|
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(9,579,291 |
) |
|
|
(6,577,847 |
) |
|
Non-controlled, affiliated investments |
|
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(2,839,577 |
) |
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|
7,790,576 |
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Controlled investments |
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|
5,192,422 |
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(1,212,729 |
) |
|
Net change in unrealized appreciation (depreciation) |
|
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(7,226,446 |
) |
|
|
13,936,064 |
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Net realized and unrealized gain (loss) |
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(7,304,980 |
) |
|
|
17,043,436 |
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Net increase (decrease) in net assets resulting from operations |
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$ |
12,448,960 |
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$ |
35,484,822 |
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Basic and diluted earnings (loss) per share |
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$ |
0.22 |
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$ |
0.61 |
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Basic and diluted weighted average common shares outstanding |
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|
57,767,264 |
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|
57,767,264 |
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See accompanying notes to the consolidated financial statements.
3
BlackRock TCP Capital Corp.
Consolidated Statements of Changes in Net Assets (Unaudited)
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Common Stock |
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Shares |
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Par Amount |
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Paid in Capital in Excess of Par |
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Distributable earnings (loss) |
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Total Net Assets |
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Balance at December 31, 2021 |
|
|
57,767,264 |
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$ |
57,767 |
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$ |
966,409,911 |
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|
$ |
(137,011,042 |
) |
|
$ |
829,456,636 |
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|
Cumulative effect adjustment for the adoption of ASU 2020-06 (1) |
|
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— |
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— |
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(3,309,596 |
) |
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3,196,507 |
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|
(113,089 |
) |
|
Net investment income |
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— |
|
|
|
— |
|
|
|
— |
|
|
|
19,753,940 |
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|
19,753,940 |
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Net realized and unrealized gain (loss) |
|
|
— |
|
|
|
— |
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|
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— |
|
|
|
(7,304,980 |
) |
|
|
(7,304,980 |
) |
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Dividends paid to shareholders |
|
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— |
|
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— |
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— |
|
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(17,330,179 |
) |
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|
(17,330,179 |
) |
|
Balance at March 31, 2022 |
|
|
57,767,264 |
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$ |
57,767 |
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$ |
963,100,315 |
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$ |
(138,695,754 |
) |
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$ |
824,462,328 |
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Common Stock |
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Shares |
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Par Amount |
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Paid in Capital in Excess of Par |
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Distributable earnings (loss) |
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Total Net Assets |
|
|||||
|
Balance at December 31, 2020 |
|
|
57,767,264 |
|
|
$ |
57,767 |
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|
$ |
979,973,202 |
|
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$ |
(215,044,391 |
) |
|
$ |
764,986,578 |
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18,441,386 |
|
|
|
18,441,386 |
|
|
Net realized and unrealized gain (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,043,436 |
|
|
|
17,043,436 |
|
|
Dividends paid to shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,330,179 |
) |
|
|
(17,330,179 |
) |
|
Balance at March 31, 2021 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
979,973,202 |
|
|
$ |
(196,889,748 |
) |
|
$ |
783,141,221 |
|
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(1) |
See Note 2 and Note 4 for further information related to the adoption of ASU 2020-06. |
See accompanying notes to the consolidated financial statements.
4
BlackRock TCP Capital Corp.
Consolidated Statements of Cash Flows (Unaudited)
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Three Months Ended March 31, |
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|||||
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2022 |
|
|
2021 |
|
||
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Operating activities |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
12,448,960 |
|
|
$ |
35,484,822 |
|
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
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Net realized (gain) loss |
|
|
78,534 |
|
|
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(3,107,372 |
) |
|
Change in net unrealized (appreciation) depreciation of investments |
|
|
7,291,773 |
|
|
|
(13,830,631 |
) |
|
Net amortization of investment discounts and premiums |
|
|
(3,070,677 |
) |
|
|
(2,036,023 |
) |
|
Amortization of original issue discount on debt |
|
|
48,211 |
|
|
|
351,555 |
|
|
Interest and dividend income paid in kind |
|
|
(1,080,205 |
) |
|
|
(1,304,701 |
) |
|
Amortization of deferred debt issuance costs |
|
|
833,279 |
|
|
|
896,969 |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
Purchases of investments |
|
|
(111,273,535 |
) |
|
|
(181,280,389 |
) |
|
Proceeds from disposition of investments |
|
|
153,441,388 |
|
|
|
95,732,133 |
|
|
Decrease (increase) in interest, dividends and fees receivable |
|
|
(1,397,414 |
) |
|
|
(1,929,655 |
) |
|
Decrease (increase) in receivable for investments sold |
|
|
5,790,508 |
|
|
|
(27,735,111 |
) |
|
Decrease (increase) in prepaid expenses and other assets |
|
|
(660,293 |
) |
|
|
(434,350 |
) |
|
Increase (decrease) in payable for investments purchased |
|
|
(28,994,390 |
) |
|
|
(14,789,794 |
) |
|
Increase (decrease) in incentive fees payable |
|
|
447,787 |
|
|
|
(329,339 |
) |
|
Increase (decrease) in interest and debt related payables |
|
|
(7,654,248 |
) |
|
|
(6,201,242 |
) |
|
Increase (decrease) in reimbursements due to the Advisor |
|
|
114,757 |
|
|
|
(31,893 |
) |
|
Increase (decrease) in management fees payable |
|
|
84,534 |
|
|
|
117,583 |
|
|
Increase (decrease) in accrued expenses and other liabilities |
|
|
231,424 |
|
|
|
(735 |
) |
|
Net cash provided by (used in) operating activities |
|
|
26,680,393 |
|
|
|
(120,428,173 |
) |
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
Draws on credit facilities |
|
|
314,017,741 |
|
|
|
218,761,859 |
|
|
Repayments of credit facility draws |
|
|
(159,268,836 |
) |
|
|
(259,120,608 |
) |
|
Payments of debt issuance costs |
|
|
— |
|
|
|
(1,924,136 |
) |
|
Dividends paid to shareholders |
|
|
(17,330,179 |
) |
|
|
(17,330,179 |
) |
|
Repayment of convertible notes |
|
|
(140,000,000 |
) |
|
|
— |
|
|
Proceeds from issuance of unsecured notes |
|
|
— |
|
|
|
174,289,500 |
|
|
Net cash provided by (used in) financing activities |
|
|
(2,581,274 |
) |
|
|
114,676,436 |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents (including restricted cash) |
|
|
24,099,119 |
|
|
|
(5,751,737 |
) |
|
Cash and cash equivalents (including restricted cash) at beginning of period |
|
|
19,552,273 |
|
|
|
20,006,580 |
|
|
Cash and cash equivalents (including restricted cash) at end of period |
|
$ |
43,651,392 |
|
|
$ |
14,254,843 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
|
Interest payments |
|
$ |
15,859,911 |
|
|
$ |
14,655,137 |
|
See accompanying notes to the consolidated financial statements
5
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
|
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total Coupon |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair Value |
|
|
% of Total Cash and Investments |
|
|
Notes |
|||||||
|
Debt Investments (A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace and Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unanet, Inc. |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
6.25 |
% |
|
|
6.75 |
% |
|
5/31/2024 |
|
$ |
5,127,551 |
|
|
$ |
5,101,416 |
|
|
$ |
5,127,551 |
|
|
|
0.28 |
% |
|
N |
|
Unanet, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
6.25 |
% |
|
|
6.75 |
% |
|
5/31/2024 |
|
$ |
19,897,959 |
|
|
|
19,802,389 |
|
|
|
19,897,959 |
|
|
|
1.08 |
% |
|
N |
|
Unanet, Inc. |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
— |
|
|
|
6.25 |
% |
|
|
6.75 |
% |
|
5/31/2024 |
|
$ |
2,448,980 |
|
|
|
2,437,912 |
|
|
|
2,448,980 |
|
|
|
0.13 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,341,717 |
|
|
|
27,474,490 |
|
|
|
1.49 |
% |
|
|
|
Airlines |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Epic Aero, Inc. |
|
Unsecured Notes |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
2.00 |
% |
|
12/31/2022 |
|
$ |
3,233,572 |
|
|
|
3,233,572 |
|
|
|
3,162,433 |
|
|
|
0.17 |
% |
|
E/N |
|
Mesa Airlines, Inc. |
|
First Lien Incremental Term Loan |
|
LIBOR(M) |
|
|
2.00 |
% |
|
|
5.00 |
% |
|
|
7.00 |
% |
|
9/27/2023 |
|
$ |
1,062,048 |
|
|
|
1,056,850 |
|
|
|
1,057,800 |
|
|
|
0.06 |
% |
|
N |
|
Mesa Airlines, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
2.00 |
% |
|
|
5.00 |
% |
|
|
7.00 |
% |
|
6/5/2023 |
|
$ |
7,744,102 |
|
|
|
7,712,632 |
|
|
|
7,736,358 |
|
|
|
0.42 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,003,054 |
|
|
|
11,956,591 |
|
|
|
0.65 |
% |
|
|
|
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALCV Purchaser, Inc. (AutoLenders) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
7.75 |
% |
|
4/15/2026 |
|
$ |
7,387,424 |
|
|
|
7,295,370 |
|
|
|
7,387,424 |
|
|
|
0.40 |
% |
|
G/N |
|
ALCV Purchaser, Inc. (AutoLenders) |
|
First Lien Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
7.75 |
% |
|
4/15/2026 |
|
$ |
— |
|
|
|
(8,073 |
) |
|
|
— |
|
|
|
— |
|
|
G/K/N |
|
Autoalert, LLC |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.25 |
% |
|
|
9.00 |
% |
|
|
10.25 |
% |
|
1/1/2023 |
|
$ |
58,395,451 |
|
|
|
58,337,564 |
|
|
|
57,052,356 |
|
|
|
3.10 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,624,861 |
|
|
|
64,439,780 |
|
|
|
3.50 |
% |
|
|
|
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Porcelain Acquisition Corporation (Paramount) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
6.76 |
% |
|
4/30/2027 |
|
$ |
6,222,642 |
|
|
|
6,113,448 |
|
|
|
6,272,423 |
|
|
|
0.34 |
% |
|
N |
|
Porcelain Acquisition Corporation (Paramount) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
6.76 |
% |
|
4/30/2027 |
|
$ |
967,320 |
|
|
|
921,734 |
|
|
|
988,816 |
|
|
|
0.05 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,035,182 |
|
|
|
7,261,239 |
|
|
|
0.39 |
% |
|
|
|
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pico Quantitative Trading, LLC |
|
First Lien Term Loan |
|
LIBOR(S) |
|
|
1.50 |
% |
|
|
7.25 |
% |
|
|
8.75 |
% |
|
2/7/2025 |
|
$ |
21,791,007 |
|
|
|
21,190,921 |
|
|
|
22,008,917 |
|
|
|
1.20 |
% |
|
N |
|
Pico Quantitative Trading, LLC |
|
First Lien Incremental Term Loan |
|
LIBOR(S) |
|
|
1.50 |
% |
|
|
7.25 |
% |
|
|
8.75 |
% |
|
2/7/2025 |
|
$ |
24,415,870 |
|
|
|
23,286,452 |
|
|
|
24,415,870 |
|
|
|
1.32 |
|||