Earnings Call Transcripts
Operator: Hello, everyone. Thank you for joining us, and welcome to the Black Capital Corp Q2 26 earnings call. After today's prepared remarks, we will host a question and answer session. If you would like to ask a question, please press *1 to raise your hand. To withdraw your question, press *1 again. I will now hand the conference over to Alex Doll, a member of the BlackRock TCP Capital Corp investor relations team. Alex, please go ahead.
Alex Doll: Thank you, operator. Before we begin, I will note that this conference call may contain forward-looking statements based on management's estimates and assumptions at the time such statements are made. Which are not guarantees of future performance. Forward looking statements involve risks and uncertainties and actual results could differ materially from those projected. For more information, please refer to the risk factors discussed in our Form 10 Q and the Form 8-Ks filed with the SEC today. Along with the associated press release. Any forward-looking statements made on this call are as of today and are subject to change without notice. Additionally, certain information discussed and presented may have been derived from third party sources and has not been independently verified. Accordingly, we make no representation or warranty with respect to such information. Before we begin, I would also like to note that today's discussion includes references to certain non-GAAP financial measures. Including adjusted net investment income. As detailed in our earnings press release, adjusted net investment income excludes the amortization of the purchase accounting discount resulting from our merger with BCIC and is calculated in accordance with GAAP. A full reconciliation of adjusted net investment income to GAAP net investment income. As well as other non-GAAP financial metrics. Is included in the earnings press release and 10 Q. Earlier today, we issued a press release announcing our results for the second quarter ended 06/30/2026, as well as the portfolio sale transaction we just completed. We posted a supplemental presentation with information on both to our website at www.tcpcapital.com. To view the slide presentation, which we will refer to on today's call, please click the Investor Relations link and select Events and Presentations. These documents should be reviewed in conjunction with the company's Form 10-Q was filed with the SEC earlier today.
Philip Tseng: Now I will turn the call over to our Chairman and CEO, and co CIO, Philip Tseng. Thank you, Alex, and thank you to our investors and analysts for joining us. Today, I will start with an overview of the portfolio sale transaction we announced this morning. Followed by the highlights of our second quarter 26 performance. Then Jason Mehring, our President, will cover portfolio, and investment activity and Erik L. Cuellar, our CFO, will walk through our financial results and our balance sheet. I will provide closing remarks before we open the call for questions. We are also joined by Dan Worrell, our Co-CIO, who will be available for questions. Let me begin with the transaction. This is a milestone. For TCPC that meaningfully accelerates the work already underway to strengthen our financial position and reshape our investment portfolio. This transaction materially lowers leverage reduces investment position sizes, and significantly enhances our investment capacity. While realizing a substantial premium to the value implied by TCPC's current share price. Looking forward, it provides substantially greater financial, investment and operational flexibility creating a stronger foundation for delivering long term shareholder value. We will step through the transaction at a high level. Additional detail can be found in the subsequent events disclosure section of the 10 Q. TCPC transferred approximately 5 and $23 million of investments across 78 portfolio companies into a continuation vehicle sponsored by Pantheon. The assets sold comprised approximately 48% of the fair market value of our pre transaction debt portfolio. And have broadly similar sector lean, and credit characteristics. The assets include all collateral underlying the recently issued BlackRock DLF 26 c CLO, plus additional contributed investments. TCPC retained a direct interest in substantially all of the portfolio companies. Transferring on average approximately 2/3 of each investment position to the vehicle. In addition, the company retained a 5% equity interest in the continuation vehicle and TCPC's investment adviser will also act as the investment adviser for the vehicle without compensation. The continuation vehicle assumed all of the CLO liabilities. The transaction was priced at 95% of the 12/31/2025 gross fair market value of the assets sold. Subject to customary adjustments including unfunded commitments portfolio repayments, and investment income generated prior to closing. And other items as more fully outlined in appendix A of the 8-Ks we filed this morning. The transaction is expected to result in a NAV decline of approximately 10.4% or $0.68 per share based on June 30 NAV. Our board of directors obtained a third party fairness opinion from Lincoln International in connection with the transaction. The strategic impact of the transaction is substantial. The approximately $152 million of proceeds were used primarily to reduce debt and, together with deconsolidation of the CLO, and post quarter end repayments TCPC has reduced net leverage to approximately 0.4x on a pro forma basis. And unfunded commitments to below $40 million significantly improving TCPC's financial flexibility and creating substantial new investment capacity. To help evaluate the best way to use that flexibility to create further long term shareholder value, the board has engaged Keefe, Bruyette & Woods to assist with strategic review. This review will consider a range of options including but not limited to, reinvesting the portfolio, returning capital to shareholders, pursuing strategic combinations or other corporate transactions, or some combination of these options. I want to thank everyone involved in the transaction. It was a complex process, and the hard work required reflects the firm's commitment to TCTC and its shareholders. With that, let me turn to our second quarter results. Apart from the transaction, we continued to make progress against our strategic priorities during the second quarter. Including reducing non accruals, strengthening the balance sheet, and advancing our portfolio repositioning efforts. While quarterly NAV performance reflected issuer specific developments, at a small number of portfolio companies, broader portfolio performance was generally in line with our expectations, we experienced strong repayment volumes. NAV in the quarter declined approximately 2.1% to $6.58 per share primarily reflecting developments at Pluralsight, PVHC, and Zillion. As well as realized losses on our exits of AutoAlert and BCom. Non accruals declined to 1.6% of the portfolio. At fair value and 7.4% in cost. From 2.8% and 7.6%, respectively, at the end of the first quarter. The improvement was driven in large part by positive developments at Thrasio, which repaid $22 million We removed our remaining $3.7 million position at Thrasio from nonaccrual status as we expect this position will be paid down in full. Given the current health of the business. As you may recall, we restructured our investment for Thrasio in early 24 and we are pleased with this outcome. Which we believe reflects the benefits of active portfolio management and patients. Repayment activity was strong in the second quarter. Totaling $112 million in payoffs and paydowns and resulting in net repayments of $86.6 million which advanced our portfolio repositioning efforts. In addition to Thrasio, we received repayments of $14.9 million from StarRez $13.1 million from AutoAlert, and an additional $48.7 million across 5 other companies. This repayment activity also strengthened the balance sheet. With net leverage declining to 1.38x at quarter end from 1.48x at the end of the first quarter. Following the portfolio sale transaction and post quarter end repayments completed to date, net leverage is expected to decline to approximately 0.4x on a pro forma basis and to less than 0.3x after additional portfolio company paydowns from transactions that have been announced. Turning to capital allocation. On 07/30/2026, our Board declared a third quarter dividend of $0.17 per share. Payable on September 30 to shareholders of record as of September 16. We also repurchased 156 thousand shares of TCPC stock during the second quarter at a weighted-average price of $3.78 per share. Now I will turn the call over to Jason to discuss the portfolio and investment activity in more detail.
Jason A. Mehring: Thanks, Philip, and welcome, everyone. With the portfolio sale transaction now complete, I will review our second quarter portfolio metrics and then highlight how the transaction and post quarter end repayments have positioned the portfolio going forward. At quarter end, the portfolio had fair market value of $1,2$90 million invested across 134 portfolio companies, in 35 industry sectors with an average position size of $9.6 million 91.5% of the portfolio was invested in senior secured loans all of which were floating rate, with the balance of the portfolio in equity. Substantially, all new investments during the quarter were in first lien loans. Bringing total first lien exposure to 89.8% on a fair value basis. Our largest investment based on fair value represented 8.9% of the portfolio and the 5 largest investments accounted for 27.6%. As of June 30, software represented 29.7% of the portfolio at fair value across 45 portfolio companies with approximately 97% invested in debt. And 3% in equity. This software exposure decreased modestly from 30.5% across 47 companies in Q1. Primarily reflecting the successful exits of Persado and Starres during the period. The current software portfolio was originated at a loan to value of approximately 26% providing a considerable equity cushion. As we have discussed previously, we do not view software and potential AI risk as monolithic, because certain segments are fundamentally more resilient than others. For some time, our underwriting has focused on systems of record, with proprietary data assets. And solutions that are deeply embedded in customer workflows or serve regulated end markets. Which we believe are generally more insulated from AI related disruption. In line with our focus on enhancing portfolio quality, disciplined deployment, and strengthening our balance sheet. We intentionally kept investment activity limited and highly selective in the second quarter. Majority of the $25 million of capital deployed during the quarter directed towards previously committed investments and we added 1 new borrower. Capitalizing on incumbency remains a priority for us. We continue to find compelling investment opportunities among our existing portfolio companies where we have longstanding relationships and industry experience. As Phil mentioned, we saw meaningful payoffs and paydowns this quarter. Totaling $112 million and resulting in net repayments of $86.6 million Subsequent to quarter end, we also received $97.4 million in additional repayments. Including $55.2 million from Motive Technologies, formerly known as KeepTruckin', and $39 million from Pico Quantitative Trading. In addition, Domo announced that it had entered into a definitive agreement to sell substantially all of its operating businesses to Progress Software. We expect this will result in full repayment of our $69 million debt investment when the transaction closes in the fourth quarter. This is a significant positive development in our software book and another example of our ability to create value through active engagement with our portfolio companies. Together, these developments address more than $150 million of exposure across 3 larger portfolio positions, and represent meaningful progress towards reducing concentration, advancing our broader portfolio position repositioning efforts. Also see increasing repayment volumes as a sign of general borrower health. At the end of the second quarter, the weighted-average effective yield on our portfolio was 10.5%. New investments had a weighted-average yield of 9.4%, while those we exited had a weighted-average yield of 10.9%. Current yields reflect lower base rates and spread compression, consistent with the past several quarters. The portfolio sale transaction and post quarter end repayments have significantly reduced our leverage in unfunded commitments, and increased our new investment capacity. Meaningfully accelerating our ability to reposition the portfolio. On a pro forma basis, the portfolio has a fair market value of $671 million invested across 132 portfolio companies, an average position size of approximately $5.1 million If we include the additional investment capacity available at a modest 1x debt to equity ratio and assume no new software investment investments with that capacity, software would represent approximately 23% of the pro forma portfolio. That level would be further reduced to approximately 17% if you factor in the expected repayment of Domo. Following recent repayments and the portfolio sale transaction, we have approximately $395 million of liquidity providing significant flexibility and investment capacity as the board evaluates how best to create long term shareholder value. We continue to benefit from the capabilities of the PFS platform. Which provides access to a broad opportunity set while allowing us to remain highly selective and focused on granular high quality first lien investments. Now I will turn the call over to Jason to discuss our financial results, capital and liquidity position.
Erik L. Cuellar: Thank you, Jason. I will begin with a review of our financial results for the second quarter of 26. Total investment income was $40 million or $0.48 per share. This included recurring cash interest income of $0.35 per share nonrecurring income of $0.04 per share, recurring discount and fee amortization of $0.02 per share, pick income of $0.04 per share, and dividend income of $0.03 per share. Pick income represented 7.6% of total investment income. Down from 8.5% in Q1. Operating expenses for the second quarter were $21.9 million or $0.26 per share. Including $15 million or $0.18 per share, of interest and other debt expenses. Net investment income was $18.1 million or $0.22 per share. And adjusted net investment income was $17.5 million or $0.21 per share. As of 06/30/2026, our cumulative total return did not exceed the total return hurdle. And therefore, no incentive compensation was accrued for the quarter. Net realized losses for the quarter were $14.8 million or $0.18 per share. Driven primarily by a $10 million loss on the exit of our investment in AutoAlert. Net unrealized gains were $1.3 million or $0.01 per share. Driven primarily by $11.3 million and reversals of previous unrealized losses related to AutoAlert and Thrasio These gains were partially offset by markdowns in Pluralsight PVHC, and Finjan, which together accounted for approximately 9.5 million of unrealized losses. Quarterly distributions to shareholders totaled $0.17 per share during the period. After net investment income, realized and unrealized gains and losses, and distributions, NAV declined by $0.14 per share to $6.58 at June 30. Corresponding decrease in net assets for the quarter was $13.1 million Now I will discuss our balance sheet and liquidity. Which benefited from both repayment and liability optimization activity during the quarter, with improvements further accelerated by the portfolio sale transaction we completed today. During the quarter, we completed 2 important liability management initiatives. In May, we issued $406 million of CLO debt and used the proceeds to fully repay our TCPC funding to and merger sub facilities. Allowing us to term out a significant portion of our secured debt. Additionally, given the level of paydowns and realizations, including those related to the portfolio transaction, and the absence of new development activity in our SBIC subsidiary, we elected to repay the remaining $107 million outstanding on our SBIC debt and subsequently surrender our license. We concluded there was limited benefit to maintaining the structure given the SBIC's cash position and fully drawn facility. Together, these 2 actions support our broader balance sheet objectives by extending liability maturities, increasing financing flexibility, and reducing complexity within our capital structure. As Jason mentioned, we also received 86.6 million in net repayments in the second quarter. As a result, total liquidity at the end of the second quarter was $534 million including 376 million in available borrowing capacity under our revolvers and $158 million in cash. The combined w8ed average interest rate on debt outstanding was 6.03% as of 06/30/2026. Net leverage was reduced to 1.38x at quarter end, resulting in total debt to equity ratio of 1.66x. With the combination of post quarter end repayment activity, and this portfolio sale transaction, we estimate that our pro forma net leverage ratio further improved to approximately 0.4x. And would be less than 0.3x if adjusted for future closure of the recently announced DOMO transaction that Jason mentioned. Unfunded loan commitments represented 7.0% of our $1,2$90 million investment portfolio or $90 million including $53 million in revolver commitments as of 06/30/2026. Pro forma for repayments and the portfolio sale transaction unfunded loan commitments have been reduced to approximately $36 million Overall, TCPC has a simpler balance sheet and has liquidity,, substantially greater financial flexibility today than it did at the outset of the second quarter. Now I will turn the call back to Philip for closing remarks.
Philip Tseng: Thanks, Erik. Over the past year, we have made strong progress strengthening our financial position and reshaping our investment portfolio. And this transaction pulls forward the realization of those efforts. The outcome is significantly lower leverage. Reduced investment position sizes, and enhanced investment capacity. We believe these outcomes provide substantially greater financial, investment and operational flexibility creating a stronger foundation from which to evaluate and pursue strategic alternatives that can deliver greater long term value to shareholders. We look forward to working with Keefe, Bruyette & Woods and sharing more details as that process progresses as appropriate. With that, I would like to thank our investors and analysts for their continued support of TCPC. Operator, we are now ready to open the call for questions.
Operator: We will now begin the question and answer session. Please limit yourself to 1 question and 1 follow-up. If you would like to ask a question, please press *1 to raise your hand. To withdraw your question, press *1 again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Robert James Dodd with Raymond James. Robert, your line is now open. Please go ahead.
Robert Dodd: Hi, guys, and congrats on kind of a landmark transaction. To your point, Philip, it kind of does raise the question though of what next. Can you address that? Like, this is for strategic review So kind of 2 components to the question on that. Like, how long do you think the strategic review and, obviously, that is hard to say that. I think that is likely to take And 2, while that is ongoing, what are your likely strategies? Obviously, if the review part if part of the view is should we reinvest or should we buy back stock, for example, among other things? Are you likely to do either of those things while the review is ongoing, or is it kind of semi on your hands until the review is complete and you have a strategic mandate to produce to pursue something.
Philip Tseng: Robert. Thanks for the question. So there is no specific timetable on the strategic review. Obviously, we are now in a very good position Various alternatives that we otherwise were not in a position to. So we feel that you know, this transaction has given us and certainly accelerated, our position to be here you know, to evaluate variety of alternatives. Which includes you know, the investment flexibility and capacity that we have talked about on the call, And, also, you know, going deeper into variety of other initiatives that we have been undertaking at the company. We made good progress, but this certainly accelerates it. In terms of specifically around timing, we will see. Obviously, Keefe, Bruyette & Woods will do its work, work together with management and the board and come back with a variety of alternatives from which can evaluate, and maybe it is a combination of alternatives to drive longer term shareholder value. In terms of how we are going to be investing, you know, over the subsequent period between now and then. We are going to continue doing what we have been doing, which is being prudent about our capital, and obviously the strategic review goes hand in hand in how we allocate that capital. So, you know, we are going to have that lens as we proceed through this period.
Robert Dodd: Got it. Thank you. Moving on from that for a second. And, again, I think the transaction definitely puts you in a position where it is appropriate to review options before where you get who you get your position was kind of dictating what you had to do before. So congrats on that. On to moving on, I mean, to your point, like, I mean, I think you have got a Thrasio So, actually, you expect to be fully paid down. The 69 million that should get repaid in the fourth quarter. there is a lot of repayments coming in as well. How you know, I mean, that to that point. Right? You are quite apart from the transaction been a lot of movement as well. How much more can be done on that on the portfolio side kind of like this year. Mean, longer term, obviously, you know, things do what they do. But how many more things that could potentially be accelerated, maybe not purely from your actions, but in terms of beyond the transaction even, all reducing even beyond Del Mar, etcetera, etcetera, to some of the chunkier investments in the portfolio.
Philip Tseng: Yeah. Well, let's maybe it is worthwhile Robert, to take a step back. About why we embarked on this transaction because I think that speaks to what we can do in terms of continuing to drive shareholder value here in terms of repayments and, you know, portfolio positioning. But you know, with our leverage level, in the last several quarters, you know, we have been bumping up against 1.3, 1.4, even north of 1.4. it is really inhibited our ability to reposition the portfolio I think you and other investors and analysts in the community you know, commented on that for good reason. You know, for example, we have not been able to make meaning meaningfully sized new investments. Right? Because of that leverage. So that is prevented us from diversifying the portfolio, prevent us from, you know, putting on newer investments to generate a more healthy income profile. And that limited capacity is also constrained our ability to buy back shares in a more meaningful way. Aside from, you know, what we have done programmatically. And, also, we have you know, been inhibited from investing further or leaning further into strategic things or assets that we would have otherwise wanted to go deeper on. So this newfound financial and investment flexibility you know, that is what we have accomplished here. We could have done it organically, and we actually made quite a bit of we have been making quite a bit of progress. Organically. With you know, as you have seen, healthy repayments, non accruals coming down, pay coming down, position sizes coming down. But that takes a long time. And I think you see that. And we, you know, we have a pretty concentrated book, and that is how the portfolio is managed previously. So when we have a hit, it has a significant impact on NAV. So the patent was not necessarily certain either. Right? And what we achieved today with this announced sale is that we are here. Right? We are at 0.4x leverage. You know, 0.3 with the expected another paydown. And we have north of $300 million of new investment capacity. So we have really accelerated, and that is why I started my comments saying this is a milestone for the company. Because I think it really is. In putting us in a good position. So we are gonna continue on the organic path in the interim. You know, obviously, this new capacity gives us an ability to invest in new deals. To accelerate the diversification of the portfolio, to evaluate other shareholder friendly initiatives like buybacks or otherwise. And that is what we are gonna be looking out for in the near term. Got it. Appreciate that. Thank you. Thank you.
Operator: Your next question comes from the line of Paul Conrad Johnson with Keefe, Bruyette & Woods Capital Markets. Paul? Your line is now open. Please go ahead.
Paul Johnson: Yeah. Good afternoon. Thanks. Taking my questions. Yeah. So I am just curious. I wanted I wanted to know the impact from the transaction, the asset sale 10.4%. Does that also include I guess, like, transaction-- a sort of transaction related expenses for completing the sale?
Erik L. Cuellar: Hi, Paul. it is Erik. The 10.4 does include the transaction related expenses in there. I would say that the easiest way to think about the 10.4% approximate hit to NAV, is by starting with that 5% discount that we stated as a portfolio discount. And then other customized adjustments that are done in these type of transactions. Which give you sort of a rough effective discount of about 10% and then your transaction expenses take that out to about 10.4% of NAV hit.
Paul Johnson: Okay. Got it. that is clear. Thank you for that. And then I guess my other question would just be, I guess, you know, in terms of the strategic alternatives. Obviously, there is kind of a broad range of possibilities here. I mean, how should I guess we think about it in terms of, you know, is this kind of a resolution to, you know, all of the just kind of ongoing challenges from the years, you know, past or you know, I think, you know, does BlackRock, I guess, have you know, any sort of intention here? It may be sort of like a rebuild in terms of kind of like the BlackRock BDC franchise? Thank you.
Philip Tseng: Hey, Paul. it is Philip. We do not have any comment on what we think will come out of the strategic evaluation process and we are not going into it with a specific agenda except for you know, generating long term shareholder value. So you know, BlackRock, you can see, is very committed to the success of this for the shareholders here. As you can see with this transaction, which was very complex, and was a you know, a lot of effort around the table in getting this done. So no preconceived notion of what is gonna come out, but, obviously, we want to hire a third party adviser to really assist us and the board.
Operator: We have reached the end of the Q&A session. I will now turn the call back to Philip for closing remarks.
Philip Tseng: Thanks, operator. Thank you all for joining our call today. I would also like to thank our team for their continued effort and hard work. To TCPC. As always, please reach out with any questions. Thank you very much.
Operator: This concludes today's call. Thank you for attending. You may now disconnect.