Blue Owl Technology Finance Corp
For the period ended Dec 31, 2023. Filed Mar 6, 2024.
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FY2023 · Filed Mar 6, 2024
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Item 1. 4
Note 8. Net Assets
Equity Issuances
The Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.
There wereno sales of the Company’s common stock during the years ended December 31, 2023 and 2022.
The Company’s delivered the following capital call notices to investors during the year ended December 31, 2021:
| Capital Drawdown Notice Date | Common Share Issuance Date | Number of Common Shares Issued | Aggregate Offering Price($ in millions) |
|---|---|---|---|
| October 25, 2021 | November 5, 2021 | 28,876,374 | $529.3 |
| September 15, 2021 | September 28, 2021 | 27,202,175 | 500.0 |
| June 14, 2021 | June 25, 2021 | 25,571,599 | 425.0 |
| March 3, 2021 | March 16, 2021 | 16,055,970 | 250.0 |
| Total | 97,706,118 | $1,704.3 |
The following table reflects the distributions declared on shares of the Company’s common stock during the following periods:
| Date Declared | Record Date | Payment Date | Distribution per Share |
|---|---|---|---|
| November 7, 2023 | December 29, 2023 | January 31, 2024 | $0.37 |
| August 8, 2023 | September 29, 2023 | November 15, 2023 | $0.37 |
| May 9, 2023 | June 30, 2023 | August 15, 2023 | $0.37 |
| February 21, 2023(1) | March 31, 2023 | May 15, 2023 | $0.34 |
(1)Expected to be paid or was paid from sources other than ordinary income, including long-term capital gains.
| Date Declared | Record Date | Payment Date | Distribution per Share |
|---|---|---|---|
| November 1, 2022(1) | December 31, 2022 | January 31, 2023 | $0.29 |
| August 2, 2022(1) | September 30, 2022 | November 15, 2022 | $0.28 |
| May 3, 2022(1) | June 30, 2022 | August 15, 2022 | $0.23 |
| February 23, 2022(1) | March 31, 2022 | May 13, 2022 | $0.24 |
(1)Expected to be paid or was paid from sources other than ordinary income, including long-term capital gains.
| Date Declared | Record Date | Payment Date | Distribution per Share |
|---|---|---|---|
| November 2, 2021 | December 31, 2021 | January 31, 2022 | $0.16 |
| August 3, 2021 | September 30, 2021 | November 15, 2021 | $0.17 |
| May 5, 2021 | June 30, 2021 | August 13, 2021 | $0.24 |
| February 23, 2021 | March 31, 2021 | May 14, 2021 | $0.24 |
Dividend Reinvestment
With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of the Company’s common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the following periods:
| Date Declared | Record Date | Payment Date | Shares |
|---|---|---|---|
| August 8, 2023 | September 29, 2023 | November 15, 2023 | 1,205,890 |
| May 9, 2023 | June 30, 2023 | August 15, 2023 | 1,169,242 |
| February 21, 2023 | March 31, 2023 | May 15, 2023 | 1,082,573 |
| November 1, 2022 | December 31, 2022 | January 31, 2023 | 912,215 |
| Date Declared | Record Date | Payment Date | Shares |
|---|---|---|---|
| August 2, 2022 | September 30, 2022 | November 15, 2022 | 871,361 |
| May 3, 2022 | June 30, 2022 | August 15, 2022 | 743,845 |
| February 23, 2022 | March 31, 2022 | May 13, 2022 | 710,724 |
| November 2, 2021 | December 31, 2021 | January 31, 2022 | 456,805 |
| Date Declared | Record Date | Payment Date | Shares |
|---|---|---|---|
| August 3, 2021 | September 30, 2021 | November 15, 2021 | 419,036 |
| May 5, 2021 | June 30, 2021 | August 13, 2021 | 532,072 |
| February 23, 2021 | March 31, 2021 | May 14, 2021 | 481,892 |
| November 3, 2020 | December 31, 2020 | January 29, 2021 | 374,233 |
Note 9. Earnings Per Share
The table below presents the computation of basic and diluted earnings (loss) per common share for the following periods:
| For the Years Ended December 31, | |||
|---|---|---|---|
| ($ in thousands, except per share amounts) | 2023 | 2022 | 2021 |
| Increase (decrease) in net assets resulting from operations | $369,139 | $18,999 | $424,809 |
| Weighted average shares of common stock outstanding—basic and diluted | 205,005,236 | 201,368,005 | 139,198,430 |
| Earnings (loss) per common share-basic and diluted | $1.80 | $0.09 | $3.05 |
Note 10. Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Company must, among other things, distribute to its shareholders in each taxable year generally at least the sum of 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain its tax treatment as a RIC, the Company, among other things, intends to make the requisite distributions to our shareholders, which generally relieves the Company from U.S. federal income taxes at corporate rates.
Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company will accrue excise tax on estimated excess taxable income.
The table below reconciles the increase in net assets resulting from operations for the following periods:
| For the Years Ended December 31, | |||||
|---|---|---|---|---|---|
| ($ in millions) | 2023(1) | 2022 | 2021 | ||
| Increase (decrease) in net assets resulting from operations | $369.1 | $19.0 | $424.8 | ||
| Adjustments: | |||||
| Net unrealized gain (loss) | 3.5 | 295.0 | (188.1) | ||
| Deferred organization costs | — | — | — | ||
| Excise tax | 9.1 | 7.9 | 4.9 | ||
| Other book-tax differences | (22.7) | (41.2) | 4.3 | ||
| Net operating losses | — | — | — | ||
| Taxable Income | 359.0 | 280.7 | 245.9 | ||
(1)Tax information for the fiscal year ended December 31, 2023 is estimated and is not considered final until the Company files its tax return.
For the year ended December 31, 2023
Total distributions declared during the year ended December 31, 2023 of $300.3 million consisted of approximately $252.7 million of ordinary income and $47.6 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2023, the Company had $236.2 million of undistributed ordinary income, $24.9 million of undistributed capital gains, as well as $(10.1) million of net unrealized gains (losses) on investments and assets and liabilities in foreign currencies and $(3.8) million of other temporary differences. For the year ended December 31, 2023,82.5% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.
During the year ended December 31, 2023, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $9.1 million of U.S. federal excise taxes.
As of December 31, 2023, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $25.4 million based on a tax cost basis of $6.2 billion. As of December 31, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $160.4 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $135.0 million.
For the year ended December 31, 2022
Total distributions declared during the year ended December 31, 2022 of $210.8 million consisted of approximately $101.0 million of ordinary income and $109.8 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2022, the Company had $154.9 million of undistributed ordinary income, $47.6 million of undistributed capital gains, as well as $(28.4) million of net unrealized gains (losses) on investments and assets and liabilities in foreign currencies and $(4.9) million of other temporary differences. For the year ended December 31, 2022,83.7% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.
During the year ended December 31, 2022, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $7.9 million of U.S. federal excise taxes.
As of December 31, 2022, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $57.7 million based on a tax cost basis of $6.5 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $196.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $139.1 million.
For the year ended December 31, 2021
Total distributions declared during the year ended December 31, 2021 of $123.0 million consisted of approximately $121.1 million of ordinary income and $1.9 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2021, the Company had $22.8 million of undistributed ordinary income, $109.8 million of undistributed capital gains, as well as $245.0 million of net unrealized gains (losses) on investments and assets and liabilities in foreign currencies and $(24.4) million of other temporary differences. For the year ended December 31, 2021,80.0% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.
During the year ended December 31, 2021, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $0.5 million of non-deductible offering costs and $4.9 million of U.S. federal excise taxes.
As of December 31, 2021, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $243.3 million based on a tax cost basis of $5.9 billion. As of December 31, 2021, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $33.1 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $276.4 million.
Taxable Subsidiaries
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the year ended December 31, 2023, the Company recorded a net tax benefit of approximately $6 thousand. For the years ended December 31, 2022 and 2021, the Company didnot record a net tax benefit (provision).
The Company recorded a net deferred tax asset of $5 thousand as of December 31, 2023, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries’ investment in certain partnership interests. The Company didnot record a net deferred tax asset (liability) for tax subsidiaries as of December 31, 2022 and December 31, 2021.
Note 11. Financial Highlights
The table below presents the financial highlights for a common share outstanding. The financial highlights for the years ended December 31, 2020 and 2019 are derived from our consolidated financial statements that were audited by our former independent registered public accounting firm.
| For the Years Ended December 31, | |||||
|---|---|---|---|---|---|
| ($ in thousands, except share and per share amounts) | 2023 | 2022 | 2021 | 2020 | 2019 |
| Per share data: | |||||
| Net asset value, beginning of period | $16.70 | $17.65 | $14.88 | $14.70 | $14.53 |
| Net investment income (loss)(1) | 1.79 | 1.36 | 1.06 | 0.92 | 0.85 |
| Net realized and unrealized gain (loss)(1) | (0.01) | (1.27) | 2.52 | 0.10 | (0.03) |
| Total from operations(1) | 1.78 | 0.09 | 3.58 | 1.02 | 0.82 |
| Distributions declared from net investment income(2) | (1.45) | (1.04) | (0.81) | (0.84) | (0.65) |
| Total increase (decrease) in net assets | 0.33 | (0.95) | 2.77 | 0.18 | 0.17 |
| Net asset value, end of period | $17.03 | $16.70 | $17.65 | $14.88 | $14.70 |
| Shares outstanding, end of period | 207,252,229 | 202,882,309 | 200,099,575 | 100,586,224 | 52,852,122 |
| Total Return(3) | 11.1% | 0.6% | 24.5% | 7.2% | 5.8% |
| Ratios / Supplemental Data | |||||
| Ratio of total expenses to average net assets(4) | 9.2% | 6.5% | 8.4% | 7.8% | 9.3% |
| Ratio of net investment income to average net assets(4) | 10.6% | 8.0% | 6.1% | 6.5% | 5.5% |
| Net assets, end of period | $3,529,994 | $3,387,365 | $3,532,150 | $1,496,879 | $777,172 |
| Weighted-average shares outstanding | 205,005,236 | 201,368,005 | 139,198,430 | 85,371,169 | 36,696,078 |
| Total capital commitments, end of period | $3,134,815 | $3,134,815 | $3,134,815 | $3,126,885 | $2,519,921 |
| Ratio of total contributed capital to total committed capital, end of period | 100.0% | 100.0% | 100.0% | 45.7% | 30.7% |
| Portfolio turnover rate | 11.7% | 9.3% | 27.3% | 10.8% | 18.4% |
| Year of formation | 2018 | 2018 | 2018 | 2018 | 2018 |
(1)The per share data was derived using the weighted average shares outstanding during the period.
(2)The per share data was derived using actual shares outstanding at the date of the relevant transactions.
(3)Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share.
(4)The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g. initial organization expenses).
Note 12. Subsequent Events
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:
On February 21, 2024, the Board declared a distribution of 90% of estimated first quarter investment company taxable income, if any, and, to the extent that such investment company taxable income is less than 6% of the Company’s weighted average capital called since inception, an additional amount of net capital gains for shareholders of record on March 29, 2024, payable on or before May 15, 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.