Dayl W. Pearson - Chief Executive Officer, President and Non-Independent Director Edward U. Gilpin - Chief Financial Officer, Principal Accounting Officer, Treasurer and Secretary.

Mickey M. Schleien - Ladenburg Thalmann & Co. Inc., Research Division Hannah Kim - JMP Securities LLC, Research Division Greg M. Mason - Keefe, Bruyette, & Woods, Inc., Research Division.

Good afternoon, ladies and gentlemen, and welcome to the KCAP Financial, Inc. Second Quarter 2014 Earnings Conference Call. An earnings press release was distributed early today. If you did not receive a copy, the release is available on the company's website at www.kcapfinancial.com in the Investor Relations section.

[Operator Instructions] As a reminder, this conference call is being recorded today, Wednesday, August 6, 2014. This call is also being hosted on a live webcast, which could be accessed at our company's website, www.kcapfinancial.com, in the Investor Relations section under Events.

In addition, if you would like to be added to the company's distribution list for news, events, including earnings release, please contact Denise Rodriguez at (212) 455-8300.

Today's conference call includes forward-looking statements and projections, and we ask that you refer to the KCAP Financial's most recent filings with the SEC for important factors that would cause actual results to differ materially from those projections.

KCAP Financial does not undertake to update its forward-looking statements unless required by law. I would now like to introduce your host for today's conference, Mr. Dayl Pearson, President and Chief Executive Officer of KCAP Financial. Mr. Pearson, you may begin..

Thank you, all, for joining KCAP Financial for a review of our second quarter 2014 results. This afternoon, I will review some of the important highlights and activities in the second quarter, as well as provide some context for our direct lending business and the performance of our asset managers.

I will then turn the call over to our Chief Financial Officer, Ted Gilpin, who will provide a recap of our second quarter operating results and our financial condition at the end of the quarter. We will then open the line for your questions at the end of our call.

The presentation outlining few of the key accomplishments in the quarter can be found in the IR section of our website. First, let me provide a brief recap of some important highlights from the second quarter, which are summarized on Page 3 of our earnings presentation.

In the second quarter of 2014, net investment income, or NII, was $0.24 per share compared to $0.24 in the first quarter and $0.24 in the fourth quarter. Our second quarter shareholder distribution was $0.25 per share, unchanged from the first quarter.

I would now like to discuss the performance of our loan and securities business and asset manager affiliates in more detail. After a strong first quarter and quality originations, the pace of high-quality opportunities moderated in the second quarter.

Since June, we have seen a better quality of deal flow resulting in a very solid pipeline of new deals for the third quarter. I continue to believe that our platform and team are well positioned to drive sustained origination growth at attractive yields.

Specifically, as can be seen on Slide 4, we invested $16.7 million in new originations in the second quarter at an expected to return approximately 11.3%. This is primarily funded by a combination of asset sales and prepayments totaling $16 million. Those assets had an average yield of approximately 9.5%.

We also continue to rotate out of placeholder assets in KCAP Senior Funding and reinvest in higher-yielding middle-market loans. In the second quarter, we invested $21.8 million in new senior loans at an average yield of 5.8% and sold approximately $17 million in senior loans with an average yield of 4.9%.

As a result of our investment activity, our continued rotation out of placeholder assets, our weighted average yield on debt securities portfolio increased slightly to 7.7% in the second quarter from 7.6% in the first quarter and 7.3% in the fourth quarter of 2013.

As shown on Slide 5, the diversification strategy continues to make KCAP less dependent on income from both the CLO portfolio and distributions in the asset management business. As you'll remember, last year second quarter NII was adversely affected by a significant deleveraging of older CLOs.

While deleveraging was comparable in the second quarter of this year due to the fact that we are less reliant on that income stream, our NII this year was stable. In the second quarter of 2013, our debt securities portfolio contributed 27% of total investment income.

Whereas by the second quarter of this year, that had increased to nearly 40% of total investment income, nearly double the contribution rate over the course of 1 year. We continue to strive to produce a healthy balance between our 3 main sources of investment income.

While we continue to see good deal flow in the middle market, pricing continues to be challenging in both senior and junior capital investments. As always, we continue to maintain our credit standards and will not sacrifice credit quality in order to make short-term income goals. Let me now turn to our asset management business.

Turning to Slide 6, our asset management business continued to perform well. And early in the second quarter, the AMA closed Catamaran CLO 2014-1, a $468 million CLO. The ability of our AMA to originate new CLO funds speaks to the success of the Trimaran acquisition.

In terms of the market for new CLO funds, the environment has remained strong through 2014 with near-record volume of new CLO issuance. As of June 30, 2014, our weighted average mark-to-market value to par on our debt securities portfolio was unchanged at 96 compared with the first quarter of 2014.

As for our CLO portfolio, our weighted average mark-to-market value was to par with 70 as of June 30, 2014, an increase in the weighted average mark-to-market of 66 for the first quarter.

Our 100% ownership of our asset manager affiliates is valued at approximately $75 million, based upon their assets under management and prospective cash flows at June 30, 2014. Our investment portfolio at the end of second quarter totaled approximately $437 million.

At the end of the second quarter, our debt securities portfolio of approximately $256 million represented about 58.6% of the investment portfolio. First lien loans now represent 60% of debt securities portfolio, and junior loans represent now 18%.

We have had 4 issuers on nonaccrual status, representing less than 1% of total value -- the total assets at fair market value. These loans were all booked in 2007. I'm happy to report that we have recently sold 2 of these loans, and the third has made payments very recently, which will remove it from nonaccrual status.

As a result, nonaccruals now represent, at cost, less than 1% of our investment portfolio; a positive trend. All CLOs managed by KDA and Trimaran continue be current on equity distributions and management fees. Five of the managed funds are now paying incentive fees to the asset manager affiliates.

The stable income stream for asset manager affiliates allows them to make periodic distributions to us. In the second quarter, there was a distribution of $3 million. Additionally, as of June 30, 2014, our asset manager affiliates had approximately $3.25 billion of par value assets under management, which is up 8% from the first quarter.

We also continue to evaluate our equity and debt financing options, which will allow us to focus on continued balance sheet growth, increasing net investment income and dividend distributions. All in all, I am pleased with our second quarter results and the momentum which our business is taking into the third quarter.

And now I'll ask Ted Gilpin to walk you through the details of our financials..

Thank you, Dayl, and good afternoon, everyone. I would like to start by covering some of the high-level financial information and then go into a little more detail on specific metrics. As of June 30, 2014, our net asset value stood at $7.67, up 2.1% from $7.51 at the end of 2013.

The company declared a $0.25 distribution in the second quarter, which is consistent with the level paid in the first quarter of 2014. Net investment income was $8 million or $0.24 per basic share for the second quarter of 2014, consistent with the first quarter.

At this point, I'd like to review the component pieces of net investment income for the 2014 second quarter.

First, interest income on our debt securities for the 3 months ended June 30, 2014, was $5.17 million or $0.15 per share compared to $5.25 million and $0.16 per share for the quarter ended March 31, 2014, and compared to $3 million and $0.09 per share in the second quarter of 2013.

And as Dayl mentioned earlier, investments which we have made in our direct lending platform have driven an acceleration in deal flow over the last several quarters, resulting in a better balance across our 3 main sources of net investment income.

As a result, our debt securities portfolio has expanded as a percent of total investment income that today stands at 40% versus just under 27% of investment income in the second quarter of 2013.

Second, distributions from investments in CLO securities of $4.92 million or $0.15 per share in the second quarter of 2014, which is consistent with the first quarter of 2014 and the second quarter of 2013.

Lastly, our asset management affiliates distributed $3.3 million -- $3 million even to KCAP Financial or $0.09 per share in the second quarter of 2014, which again is equivalent to the first quarter's distribution of $3 million or $0.09 per share and compared to $3.3 million and $0.10 per share in the second quarter of 2013.

These 3 revenue components resulted in total investment revenue of approximately $13.2 million for the second quarter of 2014, in line with our first quarter results of $13.4 million. Meanwhile, expenses in the quarter ended June 30, 2014, were $5.2 million, down from $5.5 million in the first quarter of 2014.

Company recorded net realized and unrealized appreciation of approximately $4.2 million or $0.13 per share during the second quarter of 2014 as compared to net realized and unrealized depreciation of $4.4 million or $0.13 per share during the first quarter of 2014.

As Dayl mentioned, in May, our asset manager closed Catamaran CLO 2014-1, s $468 million CLO fund, and we continue to see momentum in the CLO space.

Catamaran CLO 2014-1 helped to replace some of the natural runoff in assets under management and adds to the fair value of the asset manager affiliates, supporting NAV, as well as our quarterly shareholder distribution run rate.

On the liability side of the balance sheet, as of June 30, 2014, our debt outstanding was approximately $193 million, consisting of $49 million of convertible notes with a 5-year term fixed rate of 8 3/4%; $41.4 million of senior notes, with a 7-year term and a fixed rate of 7 3/8%; and $102 million debt securitization financing transaction, which has a stated interest rate that resets on a quarterly basis based upon the then current level of the benchmark 3-month LIBOR.

Our asset coverage ratio at the quarter end was 231%, which is above the minimum required 200% for BDCs. For additional information regarding the above metrics or for the second quarter results, please refer to our 10-Q, which was filed [indiscernible]. It's also available online with the SEC or on our website.

We would now like to turn it back over to the moderator for your questions..

[Operator Instructions] Our first question comes from the line of Mickey Schleien from Ladenburg..

Just a couple of questions related to the CLO business. Do you expect distributions from the affiliated AMAs to increase in the coming quarter with -- now that the new CLO was closed? And just curious what drove the increase in dividends or distributions from the nonaffiliated CLOs..

Mickey, it's Ted. I'll handle the first one. I mean, I think we've said in that past that we don't necessarily expect to increase the distribution out of the asset manager affiliates. The new CLOs are primarily replacing the old CLOs that are rolling off, and I think that we've expected to maintain that replacement level. And hopefully, add to the it.

But I think that the -- what we've sort of said as it's going forward, is just sort of that we would be consistent out of the asset manager affiliates..

Yes, in terms of your other question, Mickey, this is Dayl. The -- we made an investment late last year in an unaffiliated CLO, which had its first significant distribution in the quarter. And so that's -- that was a strategic investment that we made in another manager's CLO. And so that's why you see that increase..

And Dayl, the tone of the market, could you just talk about the tone of the market in terms of the more broadly syndicated loan market, and in terms of both the spreads and multiples that you're seeing and how comfortable you are investing in the current climate?.

Yes, speaking to the broadly syndicated market, I think, look, it's been a very strong market from an issuer perspective this year, partially because there's been lots of inflows of money, lots of CLOs have been raised. That being said, right now we're seeing a lot of new issue coming to market.

And so there seems to be a pretty good balance, and the market is back up a little bit over the -- as the equity market sat [ph] over the last couple of weeks. So we actually think and -- it looks -- multiples are higher than they were, but they're not -- we don't invest in every loan.

One of the advantages of being a relatively small manager is, unlike very large managers who sort of have to buy the market, we don't have to buy the market and we can be selective. So there are plenty of opportunities that fit the parameters from the credit perspective..

And are you satisfied with the quality of the deal flow in terms of -- are you seeing more M&A and growth capital versus refinancings and dividend recaps?.

To some extent, yes. Certainly recently, there are a lot of larger transactions, which are going to significantly impact the market, so -- which we haven't had in a while..

Our next question comes from the line of Paul Floto [ph] from -- he's a private investor..

On your investment portfolio, your cost compared to fair value is quite good except in your CLOs and your equity securities and, to a slight extent, asset manager. The equity securities that are down, you've had a 46% loss.

Is that a historical artifact of a long time ago or...?.

Yes, that relates primarily to some investments we made in 2006 and 2007, which for a number of reasons, we haven't been able to write off to date, but primarily are held at very, very small values, so....

And the CLO was the same thing to that extent that some of those are very old?.

Well, again, the CLOs, particularly the older CLOs, as they delever, some of those -- some of the older ones that we don't manage have gone down significantly in value for a number of different reasons.

When incentive fees start getting paid and we're the beneficiary of the incentive fees of the asset management, that obviously reduces distributions in CLO equity and causes the value of the CLO equity to fall as well. And over time, very often, those things do trend downward..

Our next question comes from the line of Hannah Kim from JMP Securities..

I'm actually calling in for Chris York. And if I heard correctly, earlier you mentioned that one of the asset was actually removed from the nonaccrual list.

And I just wanted to confirm, is that a coactive technology?.

That's correct. And we actually received a payment this week, I believe, which essentially brought us current on all interest and actually reduced the principal amount. And we expect there's a reasonable opportunity that it's going to be refinanced soon..

Okay, great. And then my -- another question is regarding your investment in Gymboree Corporations. I realize that the fair value declined slightly this quarter. Last quarter, it was marked at 93%; this quarter, it is marked at 88%.

I was wondering if you can provide a little bit of color as well as your expectation for the future performance of this investment..

I can't really comment on what are our expectations on future performance. That really represents a mark -- they had a weak quarter. And it's in the retail sector and it's a very small position. They had a weak quarter and the market reacted very negatively, and we'll have to see how it is -- performs.

We think from an overall credit perspective, it's still a reasonably good-quality credit..

[Operator Instructions] Our next question comes from the line of Troy Ward from KBW..

This is Greg. I wanted to follow-up on the nonaccrual question.

Are you going to have any kind of catch-up income that's going to hit the income statement next quarter from the coactive repayment?.

At it a bit. I mean, it's not going to -- again, it's a small position, and it was not accruing at an exceptionally high level. But there will be some income that comes in..

Okay. And then you said you had a couple other exits or sales of nonaccruals.

Can you give us a little bit more detail on maybe what those are? And more importantly, how much capital did you get back that you can reinvest?.

Not very much. We were carrying it with very, very small values. It was 2 very old real estate investments from '06, Gin [ph] and SunCal. It's up about $100,000 over where we had them marked, but they were marked pretty low, so..

Got it, all right.

And then on the -- with regarding the CLO asset manager, can you talk about how the income, the $3 million of income compared to the cash flow generation in the quarter from the asset manager?.

Yes, I would say it's pretty consistent with what their cash flows were. We didn't -- we weren't holding anything back. I think -- we thought that their cash flows would be lumpy this year. We sort of thought that we'd be distributing what we're distributing now, but pretty much their cash flow has been even with what we've been distributing..

Okay, great. And then just one final thought.

Good job closing the CLO, now moving on to what's the market like for closing the next one? And your thoughts on timing around that?.

Yes, unfortunately, we can't really comment on that. As you know, Greg, the CLOs, they're sold through -- distributed through a private placement process. And right now, we're in a period in that process where we're not allowed to make any commentary..

[Operator Instructions] And our next question comes from the line of Sam Hayes from Harvard Business School..

I had actually 2 questions but they both relate to the sustainability of the dividend. I keep reading commentaries about KCAP, which mentioned their vulnerability to increasing nonperforming loans.

I've been a shareholder for a number of years and I have had -- seems that your nonperforming loans have never been more than 1%, as you mentioned on this call. But what would be the areas that might be vulnerable to an increase in nonperforming loans, which might threaten the dividend? That's the first question.

The second question is, I understand that you've now obtained permission to sell additional shares below the net asset value, and what are the plans for that?.

Sam, this is Dayl. I'll -- not to steal Ted's thunder, but I'll take those 2. I think it's very hard to comment on what people -- rumors there may be. I mean, obviously, right now we have almost no nonaccruals. There are always some things that we watch closely. We don't really anticipate any additional nonaccruals.

But obviously, we're in a risk business and especially as the economy changes, that can change as well. But again, right now, the portfolio is in probably as good a shape as it's ever been. So I don't know where those comments are coming from. In terms of selling shares below NAV, we're trading above NAV at the moment.

We have generally gone out each year to get approval to sell shares below NAV, as a lot of BDCs have done. And the reason for that is really sort of more defensive and an insurance policy in case something happens and the market significantly sells off.

And for one reason or another, having been through a very serious credit crisis in '08 and '09, we just want to have the flexibility to deal with the crisis if such a crisis occurs. We don't anticipate that. But we have no plans to sell shares below NAV at the moment..

But did you receive the permission to do so or....

Yes, we did. We did receive permission. As we have pretty much every year going back to 2008..

This does conclude the question-and-answer session of today's program. I'd like to hand the program back to management for any further remarks..

We don't have anything else to say, but we appreciate everyone taking time, and we'll talk to you next quarter. Thank you..

Thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day..