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10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 814-00712

BLACKROCK CAPITAL INVESTMENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



Delaware	20-2725151
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

40 East 52nd Street, New York, NY	10022
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212-810-5800

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 (or for such shorter period that the Registrant was required to file such reports), 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-Accelerated filer ☑

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any 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 ☑

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	BKCC	NASDAQ Global Select Market

The number of shares of the Registrant’s common stock, $.001 par value per share, outstanding at August 2, 2022 was 73,196,436.

EXPLANATORY NOTE

The registrant’s Form 10-Q filed with the SEC on August 3, 2022 did not include inline XBRL tagging. The sole purpose of this Amendment No. 1 to the registrant’s Form 10-Q for the quarterly period ended June 30, 2022 is to add inline XBRL tagging to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No changes have been made to the registrant’s Form 10-Q. This Amendment No. 1 does not reflect any subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the original filing.

BLACKROCK CAPITAL INVESTMENT CORPORATION

FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Table of Contents


	INDEX	PAGE NO.

PART I.	FINANCIAL INFORMATION

Item 1.	CONSOLIDATED FINANCIAL STATEMENTS	4

	Consolidated Statements of Assets and Liabilities as of June 30, 2022 (unaudited) and December 31, 2021	4

	Consolidated Statements of Operations for the three and six months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)	5

	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)	6

	Consolidated Statements of Cash Flows for the six months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)	7

	Consolidated Schedules of Investments as of June 30, 2022 (unaudited) and December 31, 2021	8

	Notes to Consolidated Financial Statements (unaudited)	24

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54

Item 4.	Controls and Procedures	55

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	56

Item 1A.	Risk Factors	56

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58

Item 3.	Defaults Upon Senior Securities	58

Item 4.	Mine Safety Disclosures	58

Item 5.	Other Information	58

Item 6.	Exhibits	60

SIGNATURES		61

PART I. FINANCIAL INFORMATION

In this Quarterly Report, “Company”, “we”, “us” and “our” refer to BlackRock Capital Investment Corporation unless the context states otherwise.

Item 1. Consolidated Financial Statements

BlackRock Capital Investment Corporation

Consolidated Statements of Assets and Liabilities


	June 30, 2022			December 31, 2021
	(Unaudited)
Assets
Investments at fair value:
Non-controlled, non-affiliated investments (cost of $540,873,730 and $520,501,274)	$	534,465,028		$	526,504,945
Non-controlled, affiliated investments (cost of $4,921,145 and $5,027,616)		4,255,178			4,131,978
Controlled investments (cost of $84,922,381 and $89,097,765)		18,674,073			21,927,071
Total investments at fair value (cost of $630,717,256 and $614,626,655)		557,394,279			552,563,994
Cash and cash equivalents		22,357,869			12,750,121
Interest, dividends and fees receivable		2,750,717			3,671,722
Deferred debt issuance costs		1,285,143			1,511,418
Due from broker		1,097,291			—
Receivable for investments sold		81,034			690,550
Prepaid expenses and other assets		378,496			788,469
Total assets	$	585,344,829		$	571,976,274

Liabilities
Debt (net of deferred issuance costs of $1,030,354 and $425,272)	$	236,969,646		$	196,875,330
Distributions payable		7,363,184			7,392,972
Management fees payable		1,947,167			2,122,519
Income incentive fees payable (see Note 3)		69,343			170,002
Accrued capital gains incentive fees (see Note 3)		—			1,544,569
Interest and debt related payables		739,153			601,379
Payable for investments purchased		597,517			11,679,798
Accrued administrative expenses		299,262			384,225
Interest Rate Swap at fair value		198,694			—
Accrued expenses and other liabilities		1,716,216			1,553,507
Total liabilities		249,900,182			222,324,301

Commitments and contingencies (see Note 9)

Net assets
Common stock, par value $.001 per share, 200,000,000 common shares authorized, 84,481,797 and 84,478,251 issued and 73,354,142 and 73,876,987 outstanding		84,482			84,478
Paid-in capital in excess of par		848,052,543			852,360,178
Distributable earnings (losses)		(442,176,304	)		(434,303,297	)
Treasury stock at cost, 11,127,655 and 10,601,264 shares held		(70,516,074	)		(68,489,386	)
Total net assets		335,444,647			349,651,973
Total liabilities and net assets	$	585,344,829		$	571,976,274

Net assets per share	$	4.57		$	4.73

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Investment income
Interest income (excluding PIK):
Non-controlled, non-affiliated investments	$	11,646,011		$	9,210,827		$	23,252,914		$	17,260,077
Non-controlled, affiliated investments		—			—			—			11,867
Controlled investments		—			135,371			—			718,571
PIK interest income:
Non-controlled, non-affiliated investments		126,140			815,710			249,158			1,596,389
Non-controlled, affiliated investments		116,572			117,985			232,468			237,014
Dividend income (excluding PIK):
Non-controlled, affiliated investments		—			—			—			71,500
Controlled investments		—			536,908			—			1,047,975
PIK dividend income:
Non-controlled, non-affiliated investments		78,729			—			154,611			—
Other income:
Non-controlled, non-affiliated investments		301,503			40,958			562,091			186,990
Total investment income		12,268,955			10,857,759			24,451,242			21,130,383

Operating expenses
Interest and other debt expenses		2,860,691			2,969,177			5,589,642			5,722,273
Management fees		1,947,167			1,775,684			4,007,031			3,575,450
Incentive fees on income		69,343			—			88,356			—
Incentive fees on capital gains(1)		(1,073,068	)		—			(1,544,569	)		—
Administrative expenses		299,262			314,886			664,769			637,001
Professional fees		207,489			254,834			510,346			666,993
Insurance expense		196,114			201,597			395,872			400,961
Director fees		153,125			153,125			306,250			306,250
Investment advisor expenses		25,819			87,500			51,638			175,000
Other operating expenses		462,797			258,232			766,596			613,514
Total expenses, before incentive fee waiver		5,148,739			6,015,035			10,835,931			12,097,442
Incentive fee waiver (see Note 3)		—			—			—			—
Total expenses, net of incentive fee waiver		5,148,739			6,015,035			10,835,931			12,097,442

Net investment income(1)		7,120,216			4,842,724			13,615,311			9,032,941

Realized and unrealized gain (loss) on investments, Interest Rate Swap and foreign currency
Net realized gain (loss):
Non-controlled, non-affiliated investments		—			6,773			825,913			(639,501	)
Non-controlled, affiliated investments		—			—			—			(7,989,591	)
Controlled investments		—			(8,749,931	)		—			(11,040,074	)
Net realized gain (loss)		—			(8,743,158	)		825,913			(19,669,166	)
Net change in unrealized appreciation (depreciation):
Non-controlled, non-affiliated investments		(9,875,353	)		27,464,721			(12,412,374	)		37,333,277
Non-controlled, affiliated investments		(352,787	)		153,217			229,671			6,988,190
Controlled investments		766,458			8,689,595			922,387			14,826,843
Interest Rate Swap		(198,694	)		—			(198,694	)		—
Foreign currency translation		—			(381,379	)		—			(285,360	)
Net change in unrealized appreciation (depreciation)		(9,660,376	)		35,926,154			(11,459,010	)		58,862,950
Net realized and unrealized gain (loss)		(9,660,376	)		27,182,996			(10,633,097	)		39,193,784

Net increase (decrease) in net assets resulting from operations	$	(2,540,160	)	$	32,025,720		$	2,982,214		$	48,226,725

Net investment income per share—basic(1)	$	0.10		$	0.07		$	0.18		$	0.12
Earnings (loss) per share—basic(1)	$	(0.03	)	$	0.43		$	0.04		$	0.65
Weighted average shares outstanding—basic		73,667,822			74,150,425			73,744,580			74,292,637
Net investment income per share—diluted(1)(2)	$	0.10		$	0.07		$	0.18		$	0.12
Earnings (loss) per share—diluted(1)(2)	$	(0.03	)	$	0.38		$	0.04		$	0.58
Weighted average shares outstanding—diluted		87,860,082			91,144,162			89,329,839			91,286,374

(1)

Net investment income and per share amounts displayed above are net of the reversal for incentive fees on capital gains which is reflected on a hypothetical liquidation basis in accordance with GAAP for the three and six month periods ended June 30, 2022 (see Note 3).

(2)

For the three and six month periods ended June 30, 2022, the impact of the hypothetical conversion of the 2022 Convertible Notes was antidilutive (see Note 8).

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Statements of Changes in Net Assets

(Unaudited)


	Common Stock
	Shares Outstanding			Par Amount, Shares Issued		Paid in Capital in Excess of Par			Distributable earnings (loss)			Treasury Stock at Cost			Total Net Assets
Balance at December 31, 2021		73,876,987		$	84,478	$	852,360,178		$	(434,303,297	)	$	(68,489,386	)	$	349,651,973
Cumulative effect of adjustment for the adoption of ASU 2020-06(1)	—			—			(4,337,631	)		3,888,233		—				(449,398	)
Repurchase of common stock		(106,308	)	—		—			—				(440,237	)		(440,237	)
Net investment income	—			—		—				6,495,095		—				6,495,095
Net realized and unrealized gain (loss)	—			—		—				(972,721	)	—				(972,721	)
Distributions to common stockholders(2)	—			—		—				(7,380,270	)	—				(7,380,270	)
Balance at March 31, 2022		73,770,679		$	84,478	$	848,022,547		$	(432,272,960	)	$	(68,929,623	)	$	346,904,442

Repurchase of common stock		(420,083	)	—		—			—				(1,586,451	)		(1,586,451	)
Issuance of common stock from the conversion of the 2022 Convertible Notes		3,546			4		29,996		—			—				30,000
Net investment income	—			—		—				7,120,216		—				7,120,216
Net realized and unrealized gain (loss)	—			—		—				(9,660,376	)	—				(9,660,376	)
Distributions to common stockholders(2)	—			—		—				(7,363,184	)	—				(7,363,184	)
Balance at June 30, 2022		73,354,142		$	84,482	$	848,052,543		$	(442,176,304	)	$	(70,516,074	)	$	335,444,647


	Common Stock
	Shares Outstanding			Par Amount, Shares Issued		Paid in Capital in Excess of Par		Distributable earnings (loss)			Treasury Stock at Cost			Total Net Assets
Balance at December 31, 2020		74,466,665		$	84,478	$	858,079,713	$	(476,857,055	)	$	(66,296,859	)	$	315,010,277
Repurchase of common stock		(256,062	)	—		—		—				(869,726	)		(869,726	)
Net investment income	—			—		—			4,190,217		—				4,190,217
Net realized and unrealized gain (loss)	—			—		—			12,010,788		—				12,010,788
Distributions to common stockholders(2)	—			—		—			(7,441,594	)	—				(7,441,594	)
Balance at March 31, 2021		74,210,603		$	84,478	$	858,079,713	$	(468,097,644	)	$	(67,166,585	)	$	322,899,962

Repurchase of common stock		(80,944	)	—		—		—				(301,703	)		(301,703	)
Net investment income	—			—		—			4,842,724		—				4,842,724
Net realized and unrealized gain (loss)	—			—		—			27,182,996		—				27,182,996
Distributions to common stockholders(2)	—			—		—			(7,413,594	)	—				(7,413,594	)
Balance at June 30, 2021		74,129,659		$	84,478	$	858,079,713	$	(443,485,518	)	$	(67,468,288	)	$	347,210,385

(1)

See Notes 2 and 4 for further information related to the adoption of ASU 2020-06.

(2)

Sources of distribution to stockholders will be adjusted on an annual basis, if necessary, and calculated in accordance with federal income tax regulations (see Note 2). For the three months ended June 30, 2022, it is estimated that $242,968 out of the total $7,363,184 distribution was from a return of capital based on book income. For the three months ended March 31, 2022, it is estimated that $885,175 out of the total $7,380,270 distribution was from a return of capital based on book income.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended
	June 30, 2022	June 30, 2021
Operating activities
Net increase (decrease) in net assets resulting from operations	$