UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) April 1, 2010
ARES CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland
(State or Other Jurisdiction of Incorporation) |
000-50697
(Commission File Number) |
33-1089684
(IRS Employer Identification No.) |
280 Park Avenue, 22nd Floor, Building East, New York, NY
(Address of Principal Executive Offices) |
10017
(Zip Code) |
Registrant's telephone number, including area code (212) 750-7300
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2010, in connection with the consummation of the Merger (as defined below), Ares Capital Corporation ("Ares Capital") entered into the Fourth Supplemental Indenture (the "Fourth Supplemental Indenture"), among Ares Capital, Allied Capital Corporation ("Allied Capital") and the Bank of New York, as trustee (the "Trustee"), and assumed all rights, powers, duties and obligations of Allied Capital under the Indenture previously entered into between Allied Capital and the Trustee, dated as of June 16, 2006 (the "Base Indenture," and as supplemented by the First, Second, Third and Fourth Supplemental Indentures (each as defined herein), the "Indenture"). The Indenture governs the terms of approximately $745.5 million aggregate principal amount of indebtedness pursuant to the following series of unsecured notes previously issued by Allied Capital and now the obligations of Ares Capital: (1) 6.625% Notes due 2011; (2) 6.000% Notes due 2012; and (3) 6.875% Notes due 2047.
The $319.9 million aggregate principal amount of 6.625% Notes due 2011 and the $195.6 million aggregate principal amount of 6.000% Notes due 2012 require payment of interest only semi-annually, and all principal is due upon maturity. Ares Capital has the option to redeem these notes in whole or in part, together with a redemption premium, if any, as stipulated in the notes. The $230.0 million aggregate principal amount of 6.875% Notes due 2047 require payment of interest quarterly, and all principal is due upon maturity. These notes are redeemable in whole or in part at any time or from time to time on or after April 15, 2012, at par and upon the occurrence of certain tax events as stipulated in the notes. These notes are listed on the New York Stock Exchange under the trading symbol AFC.
Ares Capital is subject to certain financial and operating covenants that are required by the publicly issued unsecured notes. For example, Ares Capital is not permitted to issue indebtedness unless immediately after such issuance it has asset coverage of all outstanding indebtedness of at least 200% as required by the Investment Company Act of 1940.
Upon consummation of the Merger, Allied Capital's $250.0 million senior secured term loan arranged by J.P. Morgan Securities Inc. on January 29, 2010 was repaid.
The foregoing description is qualified in its entirety by reference to the Base Indenture, a copy of which was attached as Exhibit 99.D.2 to Pre-Effective Amendment No.1 to Allied Capital's Registration Statement on Form N-2 filed with the Securities and Exchange Commission (the "SEC") on June 21, 2006 and is incorporated herein by reference; the First Supplemental Indenture, dated as of July 25, 2006, between Allied Capital and the Trustee (the "First Supplemental Indenture"), a copy of which was attached as Exhibit 99.D.4 to Post-Effective Amendment No. 1 to Allied Capital's Registration Statement on Form N-2 filed with the SEC on July 25, 2006 and is incorporated herein by reference; the Second Supplemental Indenture, dated as of December 8, 2006, between Allied Capital and the Trustee (the "Second Supplemental Indenture"), a copy of which was attached as Exhibit 99.D.6 to Post-Effective Amendment No. 2 to Allied Capital's Registration Statement on Form N-2 filed with the SEC on December 8, 2006 and is incorporated herein by reference; the Third Supplemental Indenture, dated as of March 28, 2007, between Allied Capital and the Trustee (the "Third Supplemental Indenture"), a copy of which was attached as Exhibit 99.D.8 to Post-Effective Amendment No. 3 to Allied Capital's Registration Statement on Form N-2 filed with the SEC on March 28, 2007 and is incorporated herein by reference; and the Fourth Supplemental Indenture, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 1, 2010, Ares Capital completed its acquisition of Allied Capital pursuant to the terms and conditions of the Agreement and Plan of Merger, dated October 26, 2009 (the "Merger Agreement"), among Ares Capital, Allied Capital and ARCC Odyssey Corp., a wholly owned subsidiary of Ares Capital ("Merger Sub"). To effect the acquisition, Merger Sub merged with and into Allied
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Capital and, immediately thereafter, Allied Capital merged with and into Ares Capital (together, the "Merger"), with Ares Capital as the surviving corporation.
Pursuant to the Merger Agreement, Allied Capital stockholders received the right to 0.325 shares of Ares Capital common stock for each share of Allied Capital common stock held immediately prior to the Merger (subject to adjustment for fractional shares to be paid in cash), resulting in approximately 58.5 million newly issued shares of Ares Capital common stock.
The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to Ares Capital's Current Report on Form 8-K filed with the SEC on October 30, 2009 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this report is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
The consolidated balance sheet of Allied Capital and subsidiaries as of December 31, 2009 and 2008, including the consolidated statements of investments as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in net assets and cash flows, and the financial highlights (included in Note 13), for each of the years in the three-year period ended December 31, 2009, and the notes related thereto, are filed hereto as Exhibit 99.1 and are incorporated herein by reference.
The unaudited pro forma condensed consolidated financial information of Ares Capital and Allied Capital reflecting the unaudited pro forma condensed consolidated balance sheet as of December 31, 2009 and the unaudited pro forma condensed consolidated income statement for the year ended December 31, 2009, and the notes thereto, is filed hereto as Exhibit 99.2 and is incorporated herein by reference.
Exhibit Number | Description | ||
---|---|---|---|
10.1 | Fourth Supplemental Indenture, dated April 1, 2010, among Ares Capital, Allied Capital and the Trustee | ||
99.1 | Allied Capital Corporation Audited Consolidated Financial Statements | ||
99.2 | Unaudited Pro Forma Condensed Consolidated Financial Information |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ARES CAPITAL CORPORATION | ||||
Date: April 7, 2010 | ||||
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By: |
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/s/ RICHARD S. DAVIS |
Name: | Richard S. Davis | |||
Title: | Chief Financial Officer |
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Exhibit Number | Description | ||
---|---|---|---|
10.1 | Fourth Supplemental Indenture, dated April 1, 2010, among Ares Capital, Allied Capital and the Trustee | ||
99.1 | Allied Capital Corporation Audited Consolidated Financial Statements | ||
99.2 | Unaudited Pro Forma Condensed Consolidated Financial Information |
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FOURTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this " Fourth Supplemental Indenture "), dated as of April 1, 2010, among ARES CAPITAL CORPORATION, a corporation duly organized under the laws of the State of Maryland (" Ares Capital "), having its principal office at 280 Park Avenue, 22 nd Floor, Building East, New York, New York 10017, ALLIED CAPITAL CORPORATION, a corporation duly organized and existing under the laws of the State of Maryland (" Allied Capital "), having its principal office at 1919 Pennsylvania Avenue, N.W., Washington, D.C. 20006, and The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the " Trustee "). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
WHEREAS , Allied Capital and the Trustee executed and delivered an Indenture, dated as of June 16, 2006 (the " Base Indenture ," and as supplemented by the First, Second and Third Supplemental Indentures and this Fourth Supplemental Indenture, the " Indenture "), to provide for the issuance by Allied Capital from time to time of Allied Capital's unsecured debentures, notes or other evidences of indebtedness (the " Securities "), to be issued in one or more series as provided in the Indenture.
WHEREAS , there is outstanding under the terms of the Indenture the following series of Notes: (1) 6.625% Notes due 2011; (2) 6.000% Notes due 2012; and (3) 6.875% Notes due 2047;
WHEREAS , on October 26, 2009, Allied Capital, Ares Capital and ARCC Odyssey Corp., a Maryland corporation and a wholly owned direct subsidiary of Ares Capital (" Merger Sub "), entered into an agreement and plan of merger (the " Agreement ") pursuant to which (i) Merger Sub shall, on the terms and subject to the conditions set forth in the Agreement, merge with and into Allied Capital (the "First Merger"), with Allied Capital as the surviving company in the First Merger, and (ii) immediately after the First Merger, the surviving company shall merge with and into Ares Capital (the "Second Merger," and together with the First Merger, the "Mergers"), with Ares Capital as the surviving company in the Second Merger;
WHEREAS , the Mergers are expected to be consummated on the date hereof;
WHEREAS , Section 801 of the Base Indenture provides that in the case of a merger of Allied Capital into another Person, the successor corporation shall succeed to, and be substituted for, and may exercise every right and power of Allied Capital under the Indenture and shall expressly assume by supplemental indenture the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of the Indenture on the part of Allied Capital to be performed or observed;
WHEREAS , Section 901(1) of the Base Indenture provides that without the consent of any Holders of the Securities of any series issued under the Indenture, Allied Capital, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to evidence the succession of another Person to Allied Capital and the assumption by any such successor of the obligations and covenants of Allied Capital under the Securities and the Indenture;
WHEREAS , this Fourth Supplemental Indenture has been duly authorized by all necessary corporate action on the part of each of Ares Capital and Allied Capital; and
WHEREAS , all things and acts necessary to make this Fourth Supplemental Indenture the legal valid and binding obligation of Ares Capital and Allied Capital have been done.
NOW, THEREFORE , in consideration of the premises, Ares Capital, Allied Capital and the Trustee mutually agree as follows for the equal and proportionate benefit of all Holders of the Securities, as follows:
ARTICLE I
ASSUMPTION BY SUCCESSOR CORPORATION
SECTION 1.1 Assumption of the Securities.
(a) Ares Capital hereby represents and warrants that
(i) it is a corporation organized and existing under the laws of the State of Maryland and the surviving corporation in the Second Merger; and
(ii) the execution, delivery and performance of this Fourth Supplemental Indenture has been duly authorized by the board of directors of Ares Capital.
(b) Ares Capital hereby expressly assumes the due and punctual payment of the principal of and premium and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance or observance of every covenant of the Indenture, whether to the holders or the Trustee, with respect to each series or established with respect to such series on the part of Allied Capital to be performed or observed.
SECTION 1.2 The Company. Effective upon the consummation of the Second Merger on the date hereof, the name of the Company, as the successor corporation under the Indenture, shall be "Ares Capital Corporation."
SECTION 1.4 Trustee's Acceptance. The Trustee hereby accepts this Fourth Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.
ARTICLE II
MISCELLANEOUS
SECTION 2.1 Effect of Supplemental Indenture. Effective upon the consummation of the Second Merger, the Indenture shall be supplemented in accordance herewith, and this Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.
SECTION 2.2 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.
SECTION 2.3 Indenture and Supplemental Indentures Construed Together. This Fourth Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Fourth Supplemental Indenture shall henceforth be read and construed together.
SECTION 2.4 Confirmation and Preservation of Indenture. The Indenture as supplemented by this Fourth Supplemental Indenture is in all respects confirmed and preserved.
SECTION 2.5 Conflict with Trust Indenture Act. If any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act (the "TIA" ) that is required under the TIA to be a part of and govern any provision of this Fourth Supplemental Indenture, the provision of the TIA shall control. If any provision of this Fourth Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Fourth Supplemental Indenture, as the case may be.
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SECTION 2.6 Severability. In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 2.7 Terms Defined in the Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.
SECTION 2.8 Addresses for Notice, etc., to Ares Capital and Trustee. Any notice or demand which by any provisions of this Fourth Supplemental Indenture or the Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities to or on Ares Capital may be given or served by postage prepaid first class mail addressed (until another address is filed by Ares Capital with the Trustee) as follows:
Ares
Capital Corporation
c/o Ares Management LLC
2000 Avenue of the Stars, 12
th
Floor
Los Angeles, CA 90067
(310) 201-4200
Attention: Michael D. Weiner
With
a copy to:
Proskauer Rose LLP
2049 Century Park East, 32
nd
Floor
Los Angeles, CA 90067-3206
(310) 557-2900
Attention: Monica J. Shilling
Any notice, direction, request or demand by any holder of Securities to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the principal office of the Trustee, which shall be as follows:
The
Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286
Attention: Corporate Trust Administration
SECTION 2.8 Headings. The Article and Section headings of this Fourth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered part of this Fourth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 2.9 Benefits of Fourth Supplemental Indenture, etc. Nothing in this Fourth Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Fourth Supplemental Indenture or the Securities.
SECTION 2.10 Certain Duties and Responsibilities of the Trustee. In entering into this Fourth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.
SECTION 2.11 Counterparts. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
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SECTION 2.12 Governing Law. This Fourth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
SECTION 2.13 Effective Date. The provisions of this Fourth Supplemental Indenture shall become effective as of the date hereof.
SECTION 2.14 Responsibility for Recitals. The recitals contained herein shall be taken as the statements of Allied Capital and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture, except that the Trustee represents that it is duly authorized to execute and deliver this Fourth Supplemental Indenture and perform its obligations hereunder.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.
ARES CAPITAL CORPORATION | ||||
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By: |
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/s/ RICHARD S. DAVIS Name: Richard S. Davis Title: Chief Financial Officer |
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ALLIED CAPITAL CORPORATION |
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By: |
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/s/ PENNI F. ROLL Name: Penni F. Roll Title: Chief Financial Officer |
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THE BANK OF NEW YORK MELLON |
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By: |
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/s/ CHERYL L. CLARKE Name: Cheryl L. Clarke Title: Vice President |
Signature PageFourth Supplemental Indenture
Report of Independent Registered Public Accounting Firm
The
Board of Directors and Shareholders
Allied Capital Corporation:
We have audited the accompanying consolidated balance sheet of Allied Capital Corporation and subsidiaries (the Company) as of December 31, 2009 and 2008, including the consolidated statements of investments as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in net assets and cash flows, and the financial highlights (included in Note 13), for each of the years in the three-year period ended December 31, 2009. These consolidated financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included physical inspection or confirmation of securities owned as of December 31, 2009 and 2008. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Allied Capital Corporation and subsidiaries as of December 31, 2009 and 2008, and the results of their operations, their cash flows, changes in their net assets, and financial highlights for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the consolidated financial statements, the Company modified its method of determining the fair value of portfolio investments in 2008 due to the adoption of Statement of Financial Accounting Standards No. 157, Fair Value Measurements.
Washington,
D.C.
February 26, 2010
1
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands, except per share amounts)
|
December 31, | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
2009 | 2008 | ||||||||
ASSETS |
||||||||||
Portfolio at value: |
||||||||||
Private finance |
||||||||||
Companies more than 25% owned (cost: 2009-$1,747,759; 2008-$2,167,020) |
$ | 811,736 | $ | 1,187,722 | ||||||
Companies 5% to 25% owned (cost: 2009-$222,981; 2008-$392,516) |
180,998 | 352,760 | ||||||||
Companies less than 5% owned (cost: 2009-$1,639,193; 2008-$2,317,856) |
1,082,577 | 1,858,581 | ||||||||
Total private finance (cost: 2009-$3,609,933; 2008-$4,877,392) |
2,075,311 | 3,399,063 | ||||||||
Commercial real estate finance (cost: 2009-$75,180; 2008-$85,503) |
55,807 | 93,887 | ||||||||
Total portfolio at value (cost: 2009-$3,685,113; 2008-$4,962,895) |
2,131,118 | 3,492,950 | ||||||||
Accrued interest and dividends receivable |
43,875 | 55,638 | ||||||||
Other assets |
88,802 | 122,909 | ||||||||
Investments in money market and other securities |
381,020 | 287 | ||||||||
Cash |
20,682 | 50,402 | ||||||||
Total assets |
$ | 2,665,497 | $ | 3,722,186 | ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
||||||||||
Liabilities: |
||||||||||
Notes payable (maturing within one year: 2009-$85,111; 2008-$1,015,000) |
$ | 1,384,920 | $ | 1,895,000 | ||||||
Bank secured term debt (former revolver) |
41,091 | 50,000 | ||||||||
Accounts payable and other liabilities |
41,284 | 58,786 | ||||||||
Total liabilities |
1,467,295 | 2,003,786 | ||||||||
Commitments and contingencies |
||||||||||
Shareholders' equity: |
||||||||||
Common stock, $0.0001 par value, 400,000 shares authorized; 179,940 and 178,692 shares issued and outstanding at December 31, 2009 and 2008, respectively |
18 | 18 | ||||||||
Additional paid-in capital |
3,037,513 | 3,037,845 | ||||||||
Notes receivable from sale of common stock |
(301 | ) | (1,089 | ) | ||||||
Net unrealized appreciation (depreciation) |
(1,679,778 | ) | (1,503,089 | ) | ||||||
Undistributed (distributions in excess of) earnings |
(159,250 | ) | 184,715 | |||||||
Total shareholders' equity |
1,198,202 | 1,718,400 | ||||||||
Total liabilities and shareholders' equity |
$ | 2,665,497 | $ | 3,722,186 | ||||||
Net asset value per common share |
$ | 6.66 | $ | 9.62 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
|
For the Years Ended December 31, | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2009 | 2008 | 2007 | ||||||||||
Interest and Related Portfolio Income: |
|||||||||||||
Interest and dividends |
|||||||||||||
Companies more than 25% owned |
$ | 93,739 | $ | 111,188 | $ | 105,634 | |||||||
Companies 5% to 25% owned |
30,028 | 42,376 | 41,577 | ||||||||||
Companies less than 5% owned |
167,219 | 303,854 | 270,365 | ||||||||||
Total interest and dividends |
290,986 | 457,418 | 417,576 | ||||||||||
Fees and other income |
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Companies more than 25% owned |
23,382 | 28,278 | 18,505 | ||||||||||
Companies 5% to 25% owned |
234 | 2,619 | 810 | ||||||||||
Companies less than 5% owned |
4,084 | 12,797 | 24,814 | ||||||||||
Total fees and other income |
27,700 | 43,694 | 44,129 | ||||||||||
Total interest and related portfolio income |
318,686 | 501,112 | 461,705 | ||||||||||
Expenses: |
|||||||||||||
Interest |
171,068 | 148,930 | 132,080 | ||||||||||
Employee |
42,104 | 76,429 | 89,155 | ||||||||||
Employee stock options |
3,355 | 11,781 | 35,233 | ||||||||||
Administrative |
38,147 | 49,424 | 50,580 | ||||||||||
Impairment of long-lived assets |
2,873 | | | ||||||||||
Total operating expenses |
257,547 | 286,564 | 307,048 | ||||||||||
Net investment income before income taxes |
61,139 | 214,548 | 154,657 | ||||||||||
Income tax expense, including excise tax |
5,576 | 2,506 | 13,624 | ||||||||||
Net investment income |
55,563 | 212,042 | 141,033 | ||||||||||
Net Realized and Unrealized Gains (Losses): |
|||||||||||||
Net realized gains (losses) |
|||||||||||||
Companies more than 25% owned |
(149,032 | ) | (131,440 | ) | 226,437 | ||||||||
Companies 5% to 25% owned |
(49,484 | ) | (14,120 | ) | (10,046 | ) | |||||||
Companies less than 5% owned |
(162,612 | ) | 16,142 | 52,122 | |||||||||
Total net realized gains (losses) |
(361,128 | ) | (129,418 | ) | 268,513 | ||||||||
Net change in unrealized appreciation or depreciation |
(176,689 | ) | (1,123,762 | ) | (256,243 | ) | |||||||
Total net gains (losses) |
(537,817 | ) | (1,253,180 | ) | 12,270 | ||||||||
Gain on repurchase of debt |
83,532 | 1,132 | | ||||||||||
Loss on extinguishment of debt |
(122,776 | ) | | | |||||||||
Net increase (decrease) in net assets resulting from operations |
$ | (521,498 | ) | $ | (1,040,006 | ) | $ | 153,303 | |||||
Basic earnings (loss) per common share |
$ | (2.91 | ) | $ | (6.01 | ) | $ | 1.00 | |||||
Diluted earnings (loss) per common share |
$ | (2.91 | ) | $ | (6.01 | ) | $ | 0.99 | |||||
Weighted average common shares outstandingbasic |
178,994 | 172,996 | 152,876 | ||||||||||
Weighted average common shares outstandingdiluted |
178,994 | 172,996 | 154,687 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
(in thousands, except per share amounts)
|
For the Years Ended December 31, | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
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2009 | 2008 | 2007 | |||||||||
Operations: |
||||||||||||
Net investment income |
$ | 55,563 | $ | 212,042 | $ | 141,033 | ||||||
Net realized gains (losses) |
(361,128 | ) | (129,418 | ) | 268,513 | |||||||
Net change in unrealized appreciation or depreciation |
(176,689 | ) | (1,123,762 | ) | (256,243 | ) | ||||||
Gain on repurchase of debt |
83,532 | 1,132 | | |||||||||
Loss on extinguishment of debt |
(122,776 | ) | | | ||||||||
Net increase (decrease) in net assets resulting from operations |
(521,498 | ) | (1,040,006 | ) | 153,303 | |||||||
Shareholder distributions: |
||||||||||||
Common stock dividends |
| (456,531 | ) | (407,317 | ) | |||||||
Preferred stock dividends |
(10 | ) | (10 | ) | (10 | ) | ||||||
Net decrease in net assets resulting from shareholder distributions |
(10 | ) | (456,541 | ) | (407,327 | ) | ||||||
Capital share transactions: |
||||||||||||
Sale of common stock |
| 402,478 | 171,282 | |||||||||
Issuance of common stock in lieu of cash distributions |
| 3,751 | 17,095 | |||||||||
Issuance of common stock upon the exercise of stock options |
918 | | 14,251 | |||||||||
Cash portion of option cancellation payment |
| | (52,833 | ) | ||||||||
Stock option expense |
3,424 | 11,906 | 35,810 | |||||||||
Cancellation of common stock (note receivable from common stock) |
(36 | ) | | | ||||||||
Net decrease in notes receivable from sale of common stock |
788 | 1,603 | 158 | |||||||||
Purchase of common stock held in deferred compensation trust |
| (943 | ) | (12,444 | ) | |||||||
Distribution of common stock held in deferred compensation trust |
| 27,335 | 837 | |||||||||
Other |
(3,784 | ) | (3,030 | ) | 10,471 | |||||||
Net increase in net assets resulting from capital share transactions |
1,310 | 443,100 | 184,627 | |||||||||
Total net increase (decrease) in net assets |
(520,198 | ) | (1,053,447 | ) | (69,397 | ) | ||||||
Net assets at beginning of year |
1,718,400 | 2,771,847 | 2,841,244 | |||||||||
Net assets at end of year |
$ | 1,198,202 | $ | 1,718,400 | $ | 2,771,847 | ||||||
Net asset value per common share |
$ | 6.66 | $ | 9.62 | $ | 17.54 | ||||||
Common shares outstanding at end of year |
179,940 | 178,692 | 158,002 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
|
For the Years Ended December 31, | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
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2009 | 2008 | 2007 | |||||||||
Cash flows from operating activities: |
||||||||||||
Net increase (decrease) in net assets resulting from operations |
$ | (521,498 | ) | $ | (1,040,006 | ) | $ | 153,303 | ||||
Adjustments: |
||||||||||||
Portfolio investments |
(130,436 | ) | (1,070,092 | ) | (1,845,973 | ) | ||||||
Principal collections related to investment repayments or sales |
871,271 | 1,037,348 | 1,211,550 | |||||||||
Collections of notes and other consideration received from sale of investments |
198,406 | 16,546 | 15,305 | |||||||||
Realized gains from the receipt of notes and other consideration from sale of investments |
(577 | ) | (11,972 | ) | (33,011 | ) | ||||||
Realized losses |
413,783 | 279,886 | 131,997 | |||||||||
Gain on repurchase of debt |
(83,532 | ) | (1,132 | ) | | |||||||
Redemption of (investment in) U.S. Treasury bills, money market and other securities |
(380,733 | ) | 200,935 | 988 | ||||||||
Payment-in-kind interest and dividends, net of cash collections |
(33,839 | ) | (53,364 | ) | (11,997 | ) | ||||||
Change in accrued interest and dividends |
10,653 | 14,860 | (11,916 | ) | ||||||||
Net collection (amortization) of discounts and fees |
(7,173 | ) | (13,083 | ) | (4,101 | ) | ||||||
Stock option expense |
3,424 | 11,906 | 35,810 | |||||||||
Impairment of long-lived asset |
2,873 | | | |||||||||
Changes in other assets and liabilities |
(86,676 | ) | (41,481 | ) | (12,466 | ) | ||||||
Depreciation and amortization |
1,536 | 913 | 2,064 | |||||||||
Net change in unrealized (appreciation) or depreciation |
176,689 | 1,123,762 | 256,243 | |||||||||
Net cash provided by (used in) operating activities |
434,171 | 455,026 | (112,204 | ) | ||||||||
Cash flows from financing activities: |
||||||||||||
Sale of common stock |
| 402,478 | 171,282 | |||||||||
Sale of common stock upon the exercise of stock options |
918 | | 14,251 | |||||||||
Collections of notes receivable from sale of common stock |
752 | 1,603 | 158 | |||||||||
Borrowings under notes payable |
| 193,000 | 230,000 | |||||||||
Repayments on notes payable |
(392,136 | ) | (217,080 | ) | | |||||||
Net borrowings under (repayments on) bank secured term debt (former revolver) |
(8,909 | ) | (317,250 | ) | 159,500 | |||||||
Cash portion of option cancellation payment |
| | (52,833 | ) | ||||||||
Purchase of common stock held in deferred compensation trust |
| (943 | ) | (12,444 | ) | |||||||
Payment of deferred financing costs and other financing activities |
(64,506 | ) | (17,182 | ) | 1,798 | |||||||
Common stock dividends and distributions paid |
| (452,780 | ) | (397,645 | ) | |||||||
Preferred stock dividends paid |
(10 | ) | (10 | ) | (10 | ) | ||||||
Net cash provided by (used in) financing activities |
(463,891 | ) | (408,164 | ) | 114,057 | |||||||
Net increase (decrease) in cash |
(29,720 | ) | 46,862 | 1,853 | ||||||||
Cash at beginning of year |
50,402 | 3,540 | 1,687 | |||||||||
Cash at end of year |
$ | 20,682 | $ | 50,402 | $ | 3,540 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INVESTMENTS
December 31, 2009
(in thousands, except number of shares)
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Companies More Than 25% Owned |
|||||||||||||
AGILE Fund I, LLC(5) |
Equity Interests |
$ |
637 |
$ |
449 |
||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 637 | 449 | ||||||||||
AllBridge Financial, LLC |
Senior Loan (6.3%, Due 4/10) | $ | 1,500 | 1,500 | 1,500 | ||||||||
(Asset Management) |
Equity Interests | 40,118 | 15,805 | ||||||||||
|
Total Investment | 41,618 | 17,305 | ||||||||||
Avborne, Inc. |
Common Stock (27,500 shares) | | 39 | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | | 39 | ||||||||||
Aviation Properties Corporation |
Common Stock (100 shares) | 123 | | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 123 | | ||||||||||
Border Foods, Inc. |
Senior Loan (12.9%, Due 3/12) | 34,126 | 29,064 | 34,126 | |||||||||
(Consumer Products) |
Preferred Stock (100,000 shares) | 12,721 | 20,901 | ||||||||||
|
Common Stock (260,467 shares) | 3,847 | 9,663 | ||||||||||
|
Total Investment | 45,632 | 64,690 | ||||||||||
Callidus Capital Corporation |
Subordinated Debt (18.0%, Due 8/13) | 21,782 | 21,782 | 19,108 | |||||||||
(Asset Management) |
Common Stock (100 shares) | | | ||||||||||
|
Total Investment | 21,782 | 19,108 | ||||||||||
|
Guaranty ($3,189) | ||||||||||||
Ciena Capital LLC |
Senior Loan (5.5%, Due 3/09)(6) |
319,031 |
319,031 |
100,051 |
|||||||||
(Financial Services) |
Class B Equity Interests | 119,436 | | ||||||||||
|
Class C Equity Interests | 109,097 | | ||||||||||
|
Total Investment | 547,564 | 100,051 | ||||||||||
|
Guaranty ($5,000See Note 3) | ||||||||||||
CitiPostal Inc. |
Senior Loan (3.7%, Due 12/13) |
692 |
683 |
683 |
|||||||||
(Business Services) |
Unitranche Debt (12.0%, Due 12/13) | 50,801 | 50,633 | 50,633 | |||||||||
|
Subordinated Debt (16.0%, Due 12/15) | 10,685 | 10,685 | 10,685 | |||||||||
|
Common Stock (37,024 shares) | 12,726 | 1,432 | ||||||||||
|
Total Investment | 74,727 | 63,433 | ||||||||||
Coverall North America, Inc. |
Unitranche Debt (12.0%, Due 7/11) | 31,627 | 31,573 | 31,573 | |||||||||
(Business Services) |
Subordinated Debt (15.0%, Due 7/11) | 5,563 | 5,555 | 5,555 | |||||||||
|
Common Stock (763,333 shares) | 14,361 | 11,386 | ||||||||||
|
Total Investment | 51,489 | 48,514 | ||||||||||
6
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Crescent Equity Corp.(8) |
Senior Loan (10.0%, Due 6/10) | $ | 433 | $ | 433 | $ | 433 | ||||||
(Business Services) |
Subordinated Debt (11.0%, Due 9/116/17)(6) | 32,161 | 32,072 | 4,132 | |||||||||
|
Common Stock (174 shares) | 82,818 | | ||||||||||
|
Total Investment | 115,323 | 4,565 | ||||||||||
|
Guaranty ($900) | ||||||||||||
Direct Capital Corporation |
Senior Loan (8.0%, Due 1/14)(6) |
8,175 |
8,175 |
8,744 |
|||||||||
(Financial Services) |
Subordinated Debt (16.0%, Due 3/13)(6) | 55,671 | 55,496 | 6,797 | |||||||||
|
Common Stock (2,317,020 shares) | 25,732 | | ||||||||||
|
Total Investment | 89,403 | 15,541 | ||||||||||
Financial Pacific Company |
Subordinated Debt (17.4%, | ||||||||||||
(Financial Services) |
Due 2/128/12) | 68,967 | 68,880 | 34,780 | |||||||||
|
Preferred Stock (9,458 shares) | 8,865 | | ||||||||||
|
Common Stock (12,711 shares) | 12,783 | | ||||||||||
|
Total Investment | 90,528 | 34,780 | ||||||||||
HCI Equity, LLC(4)(5) |
Equity Interests | 1,100 | 877 | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 1,100 | 877 | ||||||||||
Hot Light Brands, Inc. |
Senior Loan (9.0%, Due 2/11)(6) | 29,257 | 29,257 | 9,116 | |||||||||
(Real Estate) |
Common Stock (93,500 shares) | 5,151 | | ||||||||||
|
Total Investment | 34,408 | 9,116 | ||||||||||
Hot Stuff Foods, LLC |
Senior Loan (3.7%, Due 2/12) | 44,697 | 44,602 | 44,697 | |||||||||
(Consumer Products) |
Subordinated Debt (12.3%, Due 8/122/13)(6) | 83,692 | 83,387 | 48,240 | |||||||||
|
Common Stock (1,147,453 shares) | 56,187 | | ||||||||||
|
Total Investment | 184,176 | 92,937 | ||||||||||
Huddle House, Inc. |
Subordinated Debt (15.0%, | ||||||||||||
(Retail) |
Due 12/15) | 19,694 | 19,646 | 19,646 | |||||||||
|
Common Stock (358,428 shares) | 36,348 | 3,919 | ||||||||||
|
Total Investment | 55,994 | 23,565 | ||||||||||
IAT Equity, LLC and Affiliates |
Subordinated Debt (9.0%, Due 6/14) | 6,000 | 6,000 | 6,000 | |||||||||
d/b/a Industrial Air Tool |
Equity Interests | 7,500 | 5,485 | ||||||||||
(Industrial Products) |
|||||||||||||
|
Total Investment | 13,500 | 11,485 | ||||||||||
Impact Innovations Group, LLC |
Equity Interests in Affiliate | | 215 | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | | 215 | ||||||||||
Insight Pharmaceuticals Corporation |
Subordinated Debt (15.0%, Due 9/12) | 54,443 | 54,385 | 54,023 | |||||||||
(Consumer Products) |
Common Stock (155,000 shares) | 40,413 | 9,400 | ||||||||||
|
Total Investment | 94,798 | 63,423 | ||||||||||
Jakel, Inc. |
Subordinated Debt (15.5%, | ||||||||||||
(Industrial Products) |
Due 3/08)(6) | 748 | 748 | | |||||||||
|
Total Investment | 748 | | ||||||||||
7
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Knightsbridge CLO 2007-1 Ltd.(4) |
Class E Notes (9.3%, Due 1/22) | $ | 18,700 | $ | 18,700 | $ | 11,360 | ||||||
(CLO) |
Income Notes (4.4%)(7) | 39,174 | 16,220 | ||||||||||
|
Total Investment | 57,874 | 27,580 | ||||||||||
Knightsbridge CLO 2008-1 Ltd.(4) |
Class C Notes (7.8%, Due 6/18) | 12,800 | 12,800 | 12,289 | |||||||||
(CLO) |
Class D Notes (8.8%, Due 6/18) | 8,000 | 8,000 | 7,160 | |||||||||
|
Class E Notes (5.3%, Due 6/18) | 13,200 | 11,291 | 10,091 | |||||||||
|
Income Notes (20.8%)(7) | 21,893 | 20,637 | ||||||||||
|
Total Investment | 53,984 | 50,177 | ||||||||||
MVL Group, Inc. |
Senior Loan (12.0%, Due 7/12) | 25,260 | 25,256 | 25,260 | |||||||||
(Business Services) |
Subordinated Debt (14.5%, Due 7/12) | 35,607 | 35,578 | 34,306 | |||||||||
|
Subordinated Debt (8.0%, Due 7/12)(6) | 144 | 139 | | |||||||||
|
Common Stock (560,716 shares) | 555 | | ||||||||||
|
Total Investment | 61,528 | 59,566 | ||||||||||
Penn Detroit Diesel Allison, LLC |
Equity Interests | 20,081 | 15,258 | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 20,081 | 15,258 | ||||||||||
Service Champ, Inc. |
Subordinated Debt (15.5%, Due 4/12) | 27,742 | 27,696 | 27,696 | |||||||||
(Business Services) |
Common Stock (55,112 shares) | 11,145 | 28,071 | ||||||||||
|
Total Investment | 38,841 | 55,767 | ||||||||||
Stag-Parkway, Inc. |
Subordinated Debt (10.0%, Due 7/12) | 19,044 | 19,004 | 19,004 | |||||||||
(Business Services) |
Common Stock (25,000 shares) | 32,686 | 14,226 | ||||||||||
|
Total Investment | 51,690 | 33,230 | ||||||||||
Startec Equity, LLC |
Equity Interests | 211 | 65 | ||||||||||
(Telecommunications) |
|||||||||||||
|
Total Investment | 211 | 65 | ||||||||||
Total companies more than 25% owned |
$ | 1,747,759 | $ | 811,736 | |||||||||
Companies 5% to 25% Owned |
|||||||||||||
10 th Street, LLC |
Subordinated Debt (13.0%, |
||||||||||||
(Business Services) |
Due 11/14) | 22,325 | 22,234 | 22,325 | |||||||||
|
Equity Interests | 422 | 475 | ||||||||||
|
Option | 25 | 25 | ||||||||||
|
Total Investment | 22,681 | 22,825 | ||||||||||
Air Medical Group Holdings LLC |
Senior Loan (2.8%, Due 3/11) | 6,075 | 6,056 | 5,845 | |||||||||
(Healthcare Services) |
Equity Interests | 2,993 | 19,500 | ||||||||||
|
Total Investment | 9,049 | 25,345 | ||||||||||
BB&T Capital Partners/Windsor |
|||||||||||||
Mezzanine Fund, LLC(5) |
Equity Interests | 11,789 | 10,379 | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 11,789 | 10,379 | ||||||||||
Driven Brands, Inc. |
Subordinated Debt (16.6%, Due 7/15) | 91,991 | 91,647 | 91,899 | |||||||||
(Consumer Services) |
Common Stock (3,772,098 shares) | 9,516 | 3,000 | ||||||||||
|
Total Investment | 101,163 | 94,899 | ||||||||||
Multi-Ad Services, Inc. |
Unitranche Debt (11.3%, Due 11/11) | 2,500 | 2,485 | 2,491 | |||||||||
(Business Services) |
Equity Interests | 1,737 | 1,418 | ||||||||||
|
Total Investment | 4,222 | 3,909 | ||||||||||
8
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Pendum Acquisition, Inc. |
Common Stock (8,872 shares) | $ | | $ | 200 | ||||||||
(Business Services) |
|||||||||||||
|
Total Investment | | 200 | ||||||||||
Postle Aluminum Company, LLC |
Senior Loan (6.0%, Due 10/12)(6) | $ | 35,000 | 34,876 | 16,054 | ||||||||
(Industrial Products) |
Subordinated Debt (3.0%, Due 10/12)(6) | 23,953 | 23,868 | | |||||||||
|
Equity Interests | 2,174 | | ||||||||||
|
Total Investment | 60,918 | 16,054 | ||||||||||
Regency Healthcare Group, LLC |
Equity Interests | 1,302 | 1,898 | ||||||||||
(Healthcare Services) |
|||||||||||||
|
Total Investment | 1,302 | 1,898 | ||||||||||
SGT India Private Limited(4) |
Common Stock (150,596 shares) | 4,161 | | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 4,161 | | ||||||||||
Soteria Imaging Services, LLC |
Subordinated Debt (13.3%, | ||||||||||||
(Healthcare Services) |
Due 11/10) | 4,250 | 4,216 | 4,210 | |||||||||
|
Equity Interests | 1,881 | 1,279 | ||||||||||
|
Total Investment | 6,097 | 5,489 | ||||||||||
Universal Environmental Services, LLC |
Equity Interests | 1,599 | | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 1,599 | | ||||||||||
Total companies 5% to 25% owned |
$ | 222,981 | $ | 180,998 | |||||||||
Companies Less Than 5% Owned |
|||||||||||||
3SI Security Systems, Inc. |
Subordinated Debt (16.6%, |
||||||||||||
(Consumer Products) |
Due 8/13)(6) | 29,548 | 29,473 | 9,542 | |||||||||
|
Total Investment | 29,473 | 9,542 | ||||||||||
Axium Healthcare Pharmacy, Inc. |
Subordinated Debt (8.0%, Due 3/15) | 3,036 | 3,036 | 2,641 | |||||||||
(Healthcare Services) |
|||||||||||||
|
Total Investment | 3,036 | 2,641 | ||||||||||
BenefitMall Holdings Inc. |
Subordinated Debt (18.0%, Due 6/14) | 40,326 | 40,254 | 40,254 | |||||||||
(Business Services) |
Common Stock (39,274,290 shares)(3) | 39,274 | 68,822 | ||||||||||
|
Warrants(3) | | | ||||||||||
|
Total Investment | 79,528 | 109,076 | ||||||||||
Bushnell, Inc. |
Subordinated Debt (6.8%, Due 2/14) | 41,325 | 40,217 | 30,456 | |||||||||
(Consumer Products) |
|||||||||||||
|
Total Investment | 40,217 | 30,456 | ||||||||||
Callidus Debt Partners |
Class C Notes (12.9%, Due 12/13)(6) | 19,420 | 19,527 | 2,163 | |||||||||
CDO Fund I, Ltd.(4)(10) |
Class D Notes (17.0%, Due 12/13)(6) | 9,400 | 9,454 | | |||||||||
(CDO) |
|||||||||||||
|
Total Investment | 28,981 | 2,163 | ||||||||||
Callidus Debt Partners |
Preferred Shares (23,600,000 shares) | 20,138 | 4,112 | ||||||||||
CLO Fund III, Ltd.(4)(10) |
|||||||||||||
(CLO) |
|||||||||||||
|
Total Investment | 20,138 | 4,112 | ||||||||||
9
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Callidus Debt Partners |
Class D Notes (4.8%, Due 4/20) | $ | 3,000 | $ | 2,206 | $ | 1,710 | ||||||
CLO Fund IV, Ltd.(4)(10) |
Income Notes (0.0%)(7) | 14,859 | 5,433 | ||||||||||
(CLO) |
|||||||||||||
|
Total Investment | 17,065 | 7,143 | ||||||||||
Callidus Debt Partners |
Income Notes (1.4%)(7) | 13,432 | 5,012 | ||||||||||
CLO Fund V, Ltd.(4)(10) |
|||||||||||||
(CLO) |
|||||||||||||
|
Total Investment | 13,432 | 5,012 | ||||||||||
Callidus Debt Partners |
Class D Notes (6.3%, Due 10/21) | 9,480 | 7,809 | 4,256 | |||||||||
CLO Fund VI, Ltd.(4)(10) |
Income Notes (0.0%)(7) | 29,144 | 4,978 | ||||||||||
(CLO) |
|||||||||||||
|
Total Investment | 36,953 | 9,234 | ||||||||||
Callidus Debt Partners |
Income Notes (0.0%)(7) | 24,824 | 7,148 | ||||||||||
CLO Fund VII, Ltd.(4)(10) |
|||||||||||||
(CLO) |
|||||||||||||
|
Total Investment | 24,824 | 7,148 | ||||||||||
Callidus MAPS CLO Fund I LLC(10) |
Class E Notes (5.8%, Due 12/17) | 17,000 | 17,000 | 11,695 | |||||||||
(CLO) |
Income Notes (0.0%)(7) | 38,509 | 14,119 | ||||||||||
|
Total Investment | 55,509 | 25,814 | ||||||||||
Callidus MAPS CLO Fund II, Ltd.(4)(10) |
Class D Notes (4.5%, Due 7/22) | 7,700 | 3,880 | 3,215 | |||||||||
(CLO) |
Income Notes (2.5%)(7) | 17,824 | 6,310 | ||||||||||
|
Total Investment | 21,704 | 9,525 | ||||||||||
Carlisle Wide Plank Floors, Inc. |
Unitranche Debt (12.0%, Due 6/11) | 1,644 | 1,638 | 1,544 | |||||||||
(Consumer Products) |
Common Stock (345,056 Shares) | 345 | | ||||||||||
|
Total Investment | 1,983 | 1,544 | ||||||||||
Catterton Partners VI, L.P.(5) |
Limited Partnership Interest | 3,327 | 2,014 | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 3,327 | 2,014 | ||||||||||
Commercial Credit Group, Inc. |
Subordinated Debt (15.0%, Due 6/15) | 22,000 | 21,970 | 21,970 | |||||||||
(Financial Services) |
Preferred Stock (64,679 shares) | 15,543 | 6,005 | ||||||||||
|
Warrants | | | ||||||||||
|
Total Investment | 37,513 | 27,975 | ||||||||||
Community Education Centers, Inc. |
Subordinated Debt (21.5%, | ||||||||||||
(Education Services) |
Due 11/13) | 37,357 | 37,307 | 35,869 | |||||||||
|
Total Investment | 37,307 | 35,869 | ||||||||||
Component Hardware Group, Inc. |
Subordinated Debt (13.5%, | ||||||||||||
(Industrial Products) |
Due 1/13)(6) | 18,992 | 18,947 | 16,695 | |||||||||
|
Total Investment | 18,947 | 16,695 | ||||||||||
Cook Inlet Alternative Risk, LLC |
Unitranche Debt (13.0%, Due 4/13) | 87,600 | 87,309 | 62,100 | |||||||||
(Business Services) |
Equity Interests | 552 | | ||||||||||
|
Total Investment | 87,861 | 62,100 | ||||||||||
Cortec Group Fund IV, L.P.(5) |
Limited Partnership Interest | 6,390 | 3,917 | ||||||||||
(Private Equity) |
|||||||||||||
|
Total Investment | 6,390 | 3,917 | ||||||||||
10
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Digital VideoStream, LLC |
Unitranche Debt (11.0%, Due 2/12) | $ | 12,984 | $ | 12,940 | $ | 12,811 | ||||||
(Business Services) |
Convertible Subordinated Debt (10.0%, Due 2/16) | 5,017 | 5,006 | 5,006 | |||||||||
|
Total Investment | 17,946 | 17,817 | ||||||||||
DirectBuy Holdings, Inc. |
Subordinated Debt (16.0%, Due 5/13) | 78,414 | 78,181 | 71,856 | |||||||||
(Consumer Products) |
Equity Interests | 8,000 | 1,500 | ||||||||||
|
Total Investment | 86,181 | 73,356 | ||||||||||
Distant Lands Trading Co. |
Senior Loan (8.3%, Due 11/11) | 8,300 | 8,284 | 7,852 | |||||||||
(Consumer Products) |
Unitranche Debt (13.0%, Due 11/11) | 43,581 | 43,509 | 43,026 | |||||||||
|
Common Stock (3,451 shares) | 3,451 | 1,046 | ||||||||||
|
Total Investment | 55,244 | 51,924 | ||||||||||
Diversified Mercury |
|||||||||||||
Communications, LLC |
Senior Loan (6.8%, Due 3/13) | 2,668 | 2,657 | 2,391 | |||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 2,657 | 2,391 | ||||||||||
Dryden XVIII Leveraged |
|||||||||||||
Loan 2007 Limited(4) |
Class B Notes (4.8%, Due 10/19)(6) | 8,717 | 7,497 | 2,115 | |||||||||
(CLO) |
Income Notes (0.0%)(7) | 23,164 | 2,427 | ||||||||||
|
Total Investment | 30,661 | 4,542 | ||||||||||
Dynamic India Fund IV(4)(5) |
Equity Interests | 9,350 | 8,224 | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 9,350 | 8,224 | ||||||||||
EarthColor, Inc. |
Subordinated Debt (15.0%, | ||||||||||||
(Business Services) |
Due 11/13)(6) | 123,819 | 123,385 | | |||||||||
|
Common Stock (63,438 shares)(3) | 63,438 | | ||||||||||
|
Warrants(3) | | | ||||||||||
|
Total Investment | 186,823 | | ||||||||||
eCentury Capital Partners, L.P.(5) |
Limited Partnership Interest | 7,274 | | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 7,274 | | ||||||||||
eInstruction Corporation |
Subordinated Debt (12.2%, | ||||||||||||
(Education Services) |
Due 7/141/15) | 36,849 | 36,737 | 34,174 | |||||||||
|
Common Stock (2,406 shares) | 2,500 | 1,050 | ||||||||||
|
Total Investment | 39,237 | 35,224 | ||||||||||
Fidus Mezzanine Capital, L.P.(5) |
Limited Partnership Interest | 14,720 | 9,921 | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 14,720 | 9,921 | ||||||||||
Geotrace Technologies, Inc. |
Warrants | 2,027 | 2,075 | ||||||||||
(Energy Services) |
|||||||||||||
|
Total Investment | 2,027 | 2,075 | ||||||||||
Gilchrist & Soames, Inc. |
Subordinated Debt (13.4%, | ||||||||||||
(Consumer Products) |
Due 10/13) | 24,421 | 24,310 | 23,181 | |||||||||
|
Total Investment | 24,310 | 23,181 | ||||||||||
Havco Wood Products LLC |
Equity Interests | 910 | | ||||||||||
(Industrial Products) |
|||||||||||||
|
Total Investment | 910 | | ||||||||||
11
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
The Homax Group, Inc. |
Senior Loan (8.0%, Due 10/12) | $ | 697 | $ | 653 | $ | 648 | ||||||
(Consumer Products) |
Subordinated Debt (14.5%, Due 4/14) | 14,159 | 13,649 | 9,804 | |||||||||
|
Preferred Stock (76 shares) | 76 | | ||||||||||
|
Common Stock (24 shares) | 5 | | ||||||||||
|
Warrants | 954 | | ||||||||||
|
Total Investment | 15,337 | 10,452 | ||||||||||
Ideal Snacks Corporation |
Senior Loan (8.5%, Due 6/11) | 967 | 967 | 958 | |||||||||
(Consumer Products) |
|||||||||||||
|
Total Investment | 967 | 958 | ||||||||||
Kodiak Fund LP(5) |
Equity Interests | 9,323 | 1,917 | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 9,323 | 1,917 | ||||||||||
Market Track Holdings, LLC |
Senior Loan (8.0%, Due 6/14) | 2,500 | 2,450 | 2,412 | |||||||||
(Business Services) |
Subordinated Debt (15.9%, Due 6/14) | 24,600 | 24,509 | 23,680 | |||||||||
|
Total Investment | 26,959 | 26,092 | ||||||||||
NetShape Technologies, Inc. |
Senior Loan (4.0%, Due 2/13) | 972 | 972 | 335 | |||||||||
(Industrial Products) |
|||||||||||||
|
Total Investment | 972 | 335 | ||||||||||
Network Hardware Resale, Inc. |
Unitranche Debt (12.0%, Due 12/11) | 16,042 | 16,088 | 16,031 | |||||||||
(Business Services) |
Convertible Subordinated Debt (9.8%, Due 12/15) | 15,953 | 15,998 | 15,998 | |||||||||
|
Total Investment | 32,086 | 32,029 | ||||||||||
Novak Biddle Venture Partners III, L.P.(5) |
Limited Partnership Interest | 2,018 | 1,070 | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 2,018 | 1,070 | ||||||||||
Pangaea CLO 2007-1 Ltd.(4) |
Class D Notes (5.0%, Due 1/21) | 15,000 | 12,119 | 6,651 | |||||||||
(CLO) |
|||||||||||||
|
Total Investment | 12,119 | 6,651 | ||||||||||
PC Helps Support, LLC |
Senior Loan (4.3%, Due 12/13) | 8,181 | 8,092 | 7,756 | |||||||||
(Business Services) |
Subordinated Debt (12.8%, Due 12/13) | 26,734 | 26,633 | 26,490 | |||||||||
|
Total Investment | 34,725 | 34,246 | ||||||||||
Performant Financial Corporation |
Common Stock (478,816 shares) | 734 | 1,400 | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 734 | 1,400 | ||||||||||
Promo Works, LLC |
Unitranche Debt (16.0%, Due 12/12) | 19,964 | 19,859 | 12,557 | |||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 19,859 | 12,557 | ||||||||||
Reed Group, Ltd. |
Senior Loan (6.0%, Due 12/13) | 12,033 | 11,903 | 10,186 | |||||||||
(Healthcare Services) |
Subordinated Debt (15.8%, Due 12/13) | 19,259 | 19,199 | 15,260 | |||||||||
|
Equity Interests | 1,800 | 28 | ||||||||||
|
Total Investment | 32,902 | 25,474 | ||||||||||
12
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
S.B. Restaurant Company |
Unitranche Debt (11.8%, Due 4/11) | $ | 38,327 | $ | 38,207 | $ | 32,693 | ||||||
(Retail) |
Preferred Stock (46,690 shares) | 117 | | ||||||||||
|
Warrants | 534 | | ||||||||||
|
Total Investment | 38,858 | 32,693 | ||||||||||
SPP Mezzanine Funding II, L.P.(5) |
Limited Partnership Interest | 7,476 | 7,145 | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 7,476 | 7,145 | ||||||||||
STS Operating, Inc. |
Subordinated Debt (11.0%, Due 1/13) | 30,386 | 30,318 | 28,695 | |||||||||
(Industrial Products) |
|||||||||||||
|
Total Investment | 30,318 | 28,695 | ||||||||||
Summit Energy Services, Inc. |
Common Stock (415,982 shares) | 1,861 | 2,200 | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 1,861 | 2,200 | ||||||||||
Tappan Wire & Cable Inc. |
Unitranche Debt (15.0%, Due 8/14)(6) | 22,346 | 22,248 | 5,331 | |||||||||
(Industrial Products) |
Common Stock (12,940 shares)(3) | 2,043 | | ||||||||||
|
Warrant(3) | | | ||||||||||
|
Total Investment | 24,291 | 5,331 | ||||||||||
The Step2 Company, LLC |
Unitranche Debt (11.0%, Due 4/12) | 94,122 | 93,937 | 89,614 | |||||||||
(Consumer Products) |
Equity Interests | 2,156 | 705 | ||||||||||
|
Total Investment | 96,093 | 90,319 | ||||||||||
Tradesmen International, Inc. |
Subordinated Debt (15.0%, | ||||||||||||
(Business Services) |
Due 12/12)(6) | 40,000 | 39,793 | 11,532 | |||||||||
|
Total Investment | 39,793 | 11,532 | ||||||||||
Trover Solutions, Inc. |
Subordinated Debt (12.0%, | ||||||||||||
(Business Services) |
Due 11/12) | 53,827 | 53,674 | 51,270 | |||||||||
|
Total Investment | 53,674 | 51,270 | ||||||||||
United Road Towing, Inc. |
Subordinated Debt (11.8%, Due 1/14) | 19,060 | 18,993 | 18,367 | |||||||||
(Consumer Services) |
|||||||||||||
|
Total Investment | 18,993 | 18,367 | ||||||||||
Venturehouse-Cibernet Investors, LLC |
Equity Interest | | | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | | | ||||||||||
Webster Capital II, L.P.(5) |
Limited Partnership Interest | 1,742 | 1,235 | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 1,742 | 1,235 | ||||||||||
Woodstream Corporation |
Subordinated Debt (12.0%, Due 2/15) | 90,000 | 89,693 | 77,400 | |||||||||
(Consumer Products) |
Common Stock (6,960 shares) | 6,961 | 2,700 | ||||||||||
|
Total Investment | 96,654 | 80,100 | ||||||||||
Other companies |
Other debt investments | 37 | (130 | ) | (134 | ) | |||||||
|
Other equity investments | 41 | 8 | ||||||||||
|
Total Investment | (89 | ) | (126 | ) | ||||||||
Total companies less than 5% owned |
$ | 1,639,193 | $ | 1,082,577 | |||||||||
Total private finance (100 portfolio investments) |
$ | 3,609,933 | $ | 2,075,311 | |||||||||
13
Commercial Real Estate Finance
(in thousands, except number of loans)
|
|
|
December 31, 2009 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Stated Interest
Rate Ranges |
Number of
Loans |
|||||||||||
|
Cost | Value | |||||||||||
Commercial Mortgage Loans |
|||||||||||||
|
Up to 6.99% | 3 | $ | 29,660 | $ | 28,372 | |||||||
|
7.00% - 8.99% | 2 | 1,845 | 1,819 | |||||||||
|
9.00% - 10.99% | 1 | 6,480 | 3,281 | |||||||||
|
15.00% and above | 2 | 3,970 | 1,943 | |||||||||
Total commercial mortgage loans(9) |
$ | 41,955 | $ | 35,415 | |||||||||
Real Estate Owned |
$ | 5,962 | $ | 6,405 | |||||||||
Equity Interests(2)Companies more than 25% owned |
$ | 27,263 | $ | 13,987 | |||||||||
Total commercial real estate finance |
$ | 75,180 | $ | 55,807 | |||||||||
Total portfolio |
$ | 3,685,113 | $ | 2,131,118 | |||||||||
|
Yield | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Investments in Money Market and Other Securities |
||||||||||||
First American Treasury Obligations Fund |
| $ | 381,020 | $ | 381,020 | |||||||
Total |
$ | 381,020 | $ | 381,020 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
14
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INVESTMENTS
December 31, 2008
(in thousands, except number of shares)
15
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Ciena Capital LLC |
Senior Loan (5.5%, Due 3/09)(6) | $ | 319,031 | $ | 319,031 | $ | 104,883 | ||||||
(Financial Services) |
Class B Equity Interests | 119,436 | | ||||||||||
|
Class C Equity Interests | 109,301 | | ||||||||||
|
Total Investment | 547,768 | 104,883 | ||||||||||
|
Guaranty ($5,000See Note 3) | ||||||||||||
|
Standby Letters of Credit ($102,600See Note 3) | ||||||||||||
CitiPostal Inc. |
Senior Loan (4.0%, Due 12/13) | 692 | 681 | 681 | |||||||||
(Business Services) |
Unitranche Debt (12.0%, Due 12/13) | 51,758 | 51,548 | 51,548 | |||||||||
|
Subordinated Debt (16.0%, Due 12/15) | 9,114 | 9,114 | 9,114 | |||||||||
|
Common Stock (37,024 shares) | 12,726 | 8,616 | ||||||||||
|
Total Investment | 74,069 | 69,959 | ||||||||||
Coverall North America, Inc. |
Unitranche Debt (12.0%, Due 7/11) | 32,035 | 31,948 | 31,948 | |||||||||
(Business Services) |
Subordinated Debt (15.0%, Due 7/11) | 5,563 | 5,549 | 5,549 | |||||||||
|
Common Stock (763,333 shares) | 14,361 | 17,968 | ||||||||||
|
Total Investment | 51,858 | 55,465 | ||||||||||
CR Holding, Inc. |
Subordinated Debt (16.6%, | 39,307 | 39,193 | 17,360 | |||||||||
(Consumer Products) |
Due 2/13)(6) | ||||||||||||
|
Common Stock (32,090,696 shares) | 28,744 | | ||||||||||
|
Total Investment | 67,937 | 17,360 | ||||||||||
Crescent Equity Corp.(8) |
Senior Loan (10.0%, Due 1/09) | 433 | 433 | 433 | |||||||||
(Business Services) |
Subordinated Debt (11.0%, Due 9/116/17) | 22,312 | 22,247 | 14,283 | |||||||||
|
Subordinated Debt (11.0%, Due 1/129/12)(6) | 10,097 | 10,072 | 4,331 | |||||||||
|
Common Stock (174 shares) | 81,255 | 4,580 | ||||||||||
|
Total Investment | 114,007 | 23,627 | ||||||||||
|
Guaranty ($900) | ||||||||||||
|
Standby Letters of Credit ($200) | ||||||||||||
Direct Capital Corporation |
Subordinated Debt (16.0%, | 55,671 | 55,496 | 13,530 | |||||||||
(Financial Services) |
Due 3/13)(6) | ||||||||||||
|
Common Stock (2,317,020 shares) | 25,732 | | ||||||||||
|
Total Investment | 81,228 | 13,530 | ||||||||||
Financial Pacific Company |
Subordinated Debt (17.4%, | 68,967 | 68,840 | 62,189 | |||||||||
(Financial Services) |
Due 2/128/12) | ||||||||||||
|
Preferred Stock (9,458 shares) | 8,865 | | ||||||||||
|
Common Stock (12,711 shares) | 12,783 | | ||||||||||
|
Total Investment | 90,488 | 62,189 | ||||||||||
ForeSite Towers, LLC |
Equity Interest | | 889 | ||||||||||
(Tower Leasing) |
|||||||||||||
|
Total Investment | | 889 | ||||||||||
Global Communications, LLC |
Senior Loan (10.0%, Due 9/02)(6) | 1,335 | 1,335 | 1,335 | |||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 1,335 | 1,335 | ||||||||||
16
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Hot Light Brands, Inc. |
Senior Loan (9.0%, Due 2/11)(6) | $ | 30,522 | $ | 30,522 | $ | 13,678 | ||||||
(Retail) |
Common Stock (93,500 shares) | 5,151 | | ||||||||||
|
Total Investment | 35,673 | 13,678 | ||||||||||
|
Standby Letter of Credit ($105) | ||||||||||||
Hot Stuff Foods, LLC |
Senior Loan (4.0%, Due 2/112/12) | 53,597 | 53,456 | 42,378 | |||||||||
(Consumer Products) |
Subordinated Debt (12.4%, Due 8/122/13)(6) | 83,692 | 83,387 | | |||||||||
|
Common Stock (1,147,453 shares) | 56,187 | | ||||||||||
|
Total Investment | 193,030 | 42,378 | ||||||||||
Huddle House, Inc. |
Subordinated Debt (15.0%, Due 12/12) | 57,244 | 57,067 | 57,067 | |||||||||
(Retail) |
Common Stock (358,428 shares) | 35,828 | 20,922 | ||||||||||
|
Total Investment | 92,895 | 77,989 | ||||||||||
IAT Equity, LLC and Affiliates
|
Subordinated Debt (9.0%, Due 6/14) | 6,000 | 6,000 | 6,000 | |||||||||
(Industrial Products) |
Equity Interests | 7,500 | 8,860 | ||||||||||
|
Total Investment | 13,500 | 14,860 | ||||||||||
Impact Innovations Group, LLC |
Equity Interests in Affiliate | | 321 | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | | 321 | ||||||||||
Insight Pharmaceuticals Corporation |
Subordinated Debt (15.0%, Due 9/12) | 45,827 | 45,738 | 45,827 | |||||||||
(Consumer Products) |
Subordinated Debt (19.0%, Due 9/12)(6) | 16,177 | 16,126 | 17,532 | |||||||||
|
Preferred Stock (25,000 shares) | 25,000 | 4,068 | ||||||||||
|
Common Stock (620,000 shares) | 6,325 | | ||||||||||
|
Total Investment | 93,189 | 67,427 | ||||||||||
Jakel, Inc. |
Subordinated Debt (15.5%, | 748 | 748 | 374 | |||||||||
(Industrial Products) |
Due 3/08)(6) | ||||||||||||
|
Total Investment | 748 | 374 | ||||||||||
Knightsbridge CLO 2007-1 Ltd.(4) |
Class E Notes (13.8%, Due 1/22) | 18,700 | 18,700 | 14,866 | |||||||||
(CLO) |
Income Notes (14.9%)(11) | 40,914 | 35,214 | ||||||||||
|
Total Investment | 59,614 | 50,080 | ||||||||||
Knightsbridge CLO 2008-1 Ltd.(4) |
Class C Notes (9.3%, Due 6/18) | 12,800 | 12,800 | 12,800 | |||||||||
(CLO) |
Class D Notes (10.3%, Due 6/18) | 8,000 | 8,000 | 8,000 | |||||||||
|
Class E Notes (6.8%, Due 6/18) | 13,200 | 10,573 | 10,573 | |||||||||
|
Income Notes (16.6%)(11) | 21,315 | 21,315 | ||||||||||
|
Total Investment | 52,688 | 52,688 | ||||||||||
MHF Logistical Solutions, Inc. |
Subordinated Debt (13.0%, | 49,841 | 49,633 | | |||||||||
(Business Services) |
Due 6/126/13)(6) | ||||||||||||
|
Preferred Stock (10,000 shares) | | | ||||||||||
|
Common Stock (20,934 shares) | 20,942 | | ||||||||||
|
Total Investment | 70,575 | | ||||||||||
17
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
MVL Group, Inc. |
Senior Loan (12.0%, Due 6/097/09) | $ | 30,674 | $ | 30,663 | $ | 30,663 | ||||||
(Business Services) |
Subordinated Debt (14.5%, Due 6/097/09) | 41,074 | 40,994 | 40,994 | |||||||||
|
Subordinated Debt (3.0%, Due 6/09)(6) | 144 | 139 | 86 | |||||||||
|
Common Stock (560,716 shares) | 555 | | ||||||||||
|
Total Investment | 72,351 | 71,743 | ||||||||||
Old Orchard Brands, LLC |
Subordinated Debt (18.0%, Due 7/14) | 18,951 | 18,882 | 18,882 | |||||||||
(Consumer Products) |
Equity Interests | 16,857 | 27,763 | ||||||||||
|
Total Investment | 35,739 | 46,645 | ||||||||||
Penn Detroit Diesel Allison, LLC |
Subordinated Debt (15.5%, Due 8/13) | 37,984 | 37,869 | 37,869 | |||||||||
(Business Services) |
Equity Interests | 18,873 | 21,100 | ||||||||||
|
Total Investment | 56,742 | 58,969 | ||||||||||
Service Champ, Inc. |
Subordinated Debt (15.5%, Due 4/12) | 27,050 | 26,984 | 26,984 | |||||||||
(Business Services) |
Common Stock (55,112 shares) | 11,785 | 21,156 | ||||||||||
|
Total Investment | 38,769 | 48,140 | ||||||||||
Stag-Parkway, Inc. |
Unitranche Debt (14.0%, Due 7/12) | 17,975 | 17,920 | 17,962 | |||||||||
(Business Services) |
Common Stock (25,000 shares) | 32,686 | 6,968 | ||||||||||
|
Total Investment | 50,606 | 24,930 | ||||||||||
Startec Equity, LLC |
Equity Interests | 211 | 332 | ||||||||||
(Telecommunications) |
|||||||||||||
|
Total Investment | 211 | 332 | ||||||||||
Senior Secured Loan Fund LLC |
Subordinated Certificates (12.0%) | 125,423 | 125,423 | ||||||||||
(Private Debt Fund) |
Equity Interests | 1 | 1 | ||||||||||
|
Total Investment | 125,424 | 125,424 | ||||||||||
Worldwide Express Operations, LLC |
Subordinated Debt (14.0%, | 2,865 | 2,722 | 2,032 | |||||||||
(Business Services) |
Due 2/14)(6) | ||||||||||||
|
Equity Interests | 11,384 | | ||||||||||
|
Warrants | 144 | | ||||||||||
|
Total Investment | 14,250 | 2,032 | ||||||||||
Total companies more than 25% owned |
$ | 2,167,020 | $ | 1,187,722 | |||||||||
Companies 5% to 25% Owned |
|||||||||||||
10th Street, LLC |
Subordinated Debt (13.0%, Due 11/14) | 21,439 | 21,329 | 21,439 | |||||||||
(Business Services) |
Equity Interests | 422 | 975 | ||||||||||
|
Option | 25 | 25 | ||||||||||
|
Total Investment | 21,776 | 22,439 | ||||||||||
Advantage Sales & Marketing, Inc. |
Subordinated Debt (12.0%, Due 3/14) | 158,617 | 158,132 | 135,000 | |||||||||
(Business Services) |
Equity Interests | | 5,000 | ||||||||||
|
Total Investment | 158,132 | 140,000 | ||||||||||
Air Medical Group Holdings LLC |
Senior Loan (3.3%, Due 3/11) | 3,360 | 3,326 | 3,139 | |||||||||
(Healthcare Services) |
Equity Interests | 2,993 | 10,800 | ||||||||||
|
Total Investment | 6,319 | 13,939 | ||||||||||
Alpine ESP Holdings, Inc. |
Preferred Stock (701 shares) | 701 | | ||||||||||
(Business Services) |
Common Stock (11,657 shares) | 13 | | ||||||||||
|
Total Investment | 714 | | ||||||||||
18
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Amerex Group, LLC |
Subordinated Debt (12.3%, Due 1/13) | $ | 8,789 | $ | 8,784 | $ | 8,784 | ||||||
(Consumer Products) |
Equity Interests | 3,508 | 9,932 | ||||||||||
|
Total Investment | 12,292 | 18,716 | ||||||||||
BB&T Capital Partners/Windsor |
Equity Interests | 11,789 | 11,063 | ||||||||||
Mezzanine Fund, LLC(5) |
|||||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 11,789 | 11,063 | ||||||||||
Becker Underwood, Inc. |
Subordinated Debt (14.5%, Due 8/12) | 25,503 | 25,450 | 25,502 | |||||||||
(Industrial Products) |
Common Stock (4,376 shares) | 5,014 | 2,267 | ||||||||||
|
Total Investment | 30,464 | 27,769 | ||||||||||
Drew Foam Companies, Inc. |
Preferred Stock (622,555 shares) | 623 | 512 | ||||||||||
(Business Services) |
Common Stock (6,286 shares) | 6 | | ||||||||||
|
Total Investment | 629 | 512 | ||||||||||
Driven Brands, Inc. |
Subordinated Debt (16.5%, Due 7/15) | 84,106 | 83,698 | 83,698 | |||||||||
(Consumer Services) |
Common Stock (3,772,098 shares) | 9,516 | 4,855 | ||||||||||
|
Total Investment | 93,214 | 88,553 | ||||||||||
Hilden America, Inc.
|
Common Stock (19 shares) | 454 | 76 | ||||||||||
|
Total Investment | 454 | 76 | ||||||||||
Lydall Transport, Ltd. |
Equity Interests | 432 | 345 | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 432 | 345 | ||||||||||
Multi-Ad Services, Inc. |
Unitranche Debt (11.3%, Due 11/11) | 3,018 | 2,995 | 2,941 | |||||||||
(Business Services) |
Equity Interests | 1,737 | 1,782 | ||||||||||
|
Total Investment | 4,732 | 4,723 | ||||||||||
Progressive International Corporation |
Preferred Stock (500 shares) | 500 | 1,125 | ||||||||||
(Consumer Products) |
Common Stock (197 shares) | 13 | 4,600 | ||||||||||
|
Warrants | | | ||||||||||
|
Total Investment | 513 | 5,725 | ||||||||||
Regency Healthcare Group, LLC |
Unitranche Debt (11.1%, Due 6/12) | 10,901 | 10,855 | 10,825 | |||||||||
(Healthcare Services) |
Equity Interests | 1,302 | 2,050 | ||||||||||
|
Total Investment | 12,157 | 12,875 | ||||||||||
SGT India Private Limited(4) |
Common Stock (150,596 shares) | 4,137 | | ||||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 4,137 | | ||||||||||
Soteria Imaging Services, LLC |
Subordinated Debt (11.3%, Due 11/10) | 4,250 | 4,167 | 4,054 | |||||||||
(Healthcare Services) |
Equity Interests | 1,881 | 1,971 | ||||||||||
|
Total Investment | 6,048 | 6,025 | ||||||||||
Triax Holdings, LLC
|
Subordinated Debt (21.0%, Due 2/12)(6) | 10,625 | 10,587 | | |||||||||
|
Equity Interests | 16,528 | | ||||||||||
|
Total Investment | 27,115 | | ||||||||||
19
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Universal Environmental Services, LLC |
Equity Interests | $ | 1,599 | $ | | ||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 1,599 | | ||||||||||
Total companies 5% to 25% owned |
$ | 392,516 | $ | 352,760 | |||||||||
Companies Less Than 5% Owned |
|||||||||||||
3SI Security Systems, Inc. |
Subordinated Debt (14.6%, Due 8/13) | $ | 29,200 | 29,118 | 28,170 | ||||||||
(Consumer Products) |
|||||||||||||
|
Total Investment | 29,118 | 28,170 | ||||||||||
Abraxas Corporation |
Subordinated Debt (14.6%, Due 4/13) | 36,822 | 36,662 | 36,170 | |||||||||
(Business Services) |
|||||||||||||
|
Total Investment | 36,662 | 36,170 | ||||||||||
Augusta Sportswear Group, Inc. |
Subordinated Debt (13.0%, Due 1/15) | 53,000 | 52,825 | 52,406 | |||||||||
(Consumer Products) |
Common Stock (2,500 shares) | 2,500 | 1,400 | ||||||||||
|
Total Investment | 55,325 | 53,806 | ||||||||||
Axium Healthcare Pharmacy, Inc. |
Senior Loan (14.0%, Due 12/12) | 3,750 | 3,724 | 3,654 | |||||||||
(Healthcare Services) |
Unitranche Debt (14.0%, Due 12/12) | 8,500 | 8,471 | 7,908 | |||||||||
|
Common Stock (22,860 shares) | 2,286 | 100 | ||||||||||
|
Total Investment | 14,481 | 11,662 | ||||||||||
Baird Capital Partners IV Limited(5) |
Limited Partnership Interest | 3,636 | 2,978 | ||||||||||
(Private Equity Fund) |
|||||||||||||
|
Total Investment | 3,636 | 2,978 | ||||||||||
BenefitMall Holdings Inc. |
Subordinated Debt (18.0%, Due 6/14) | 40,326 | 40,238 | 40,238 | |||||||||
(Business Services) |
Common Stock (39,274,290 shares)(12) | 39,274 | 91,149 | ||||||||||
|
Warrants(12) | | | ||||||||||
|
Total Investment | 79,512 | 131,387 | ||||||||||
Broadcast Electronics, Inc. |
Senior Loan (8.8%, Due 11/11)(6) | 4,912 | 4,884 | 773 | |||||||||
(Business Services) |
Preferred Stock (2,044 shares) | | | ||||||||||
|
Total Investment | 4,884 | 773 | ||||||||||
Bushnell, Inc. |
Subordinated Debt (8.0%, Due 2/14) | 41,325 | 40,003 | 35,794 | |||||||||
(Consumer Products) |
|||||||||||||
|
Total Investment | 40,003 | 35,794 | ||||||||||
Callidus Debt Partners CDO Fund I, Ltd.(4)(10) |
Class C Notes (12.9%, Due 12/13) | 18,800 | 18,907 | 10,116 | |||||||||
(CDO) |
Class D Notes (17.0%, Due 12/13) | 9,400 | 9,454 | | |||||||||
|
Total Investment | 28,361 | 10,116 | ||||||||||
Callidus Debt Partners CLO Fund III, Ltd.(4)(10) |
Preferred Shares (23,600,000 shares) | 20,138 | 5,402 | ||||||||||
(CLO) |
|||||||||||||
|
Total Investment | 20,138 | 5,402 | ||||||||||
20
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Callidus Debt Partners CLO Fund IV, Ltd.(4)(10) |
Class D Notes (9.1%, Due 4/20) | $ | 3,000 | $ | 2,045 | $ | 1,445 | |||||||
(CLO) |
Income Notes (13.2%)(11) | 14,591 | 10,628 | |||||||||||
|
Total Investment | 16,636 | 12,073 | |||||||||||
Callidus Debt Partners CLO Fund V, Ltd.(4)(10) |
Income Notes (16.4%)(11) | 13,388 | 10,331 | |||||||||||
(CLO) |
||||||||||||||
|
Total Investment | 13,388 | 10,331 | |||||||||||
Callidus Debt Partners CLO Fund VI, Ltd.(4)(10) |
Class D Notes (9.8%, Due 10/21) | 9,000 | 7,144 | 3,929 | ||||||||||
(CLO) |
Income Notes (17.8%)(11) | 28,314 | 23,090 | |||||||||||
|
Total Investment | 35,458 | 27,019 | |||||||||||
Callidus Debt Partners CLO Fund VII, Ltd.(4)(10) |
Income Notes (11.4%)(11) | 24,026 | 15,361 | |||||||||||
(CLO) |
||||||||||||||
|
Total Investment | 24,026 | 15,361 | |||||||||||
Callidus MAPS CLO Fund I LLC(10) |
Class E Notes (7.0%, Due 12/17) | 17,000 | 17,000 | 9,813 | ||||||||||
(CLO) |
Income Notes (4.0%)(11) | 45,053 | 27,678 | |||||||||||
|
Total Investment | 62,053 | 37,491 | |||||||||||
Callidus MAPS CLO Fund II, Ltd.(4)(10) |
Class D Notes (8.8%, Due 7/22) | 7,700 | 3,555 | 2,948 | ||||||||||
(CLO) |
Income Notes (13.3%)(11) | 18,393 | 12,626 | |||||||||||
|
Total Investment | 21,948 | 15,574 | |||||||||||
Carlisle Wide Plank Floors, Inc. |
Senior Loan (6.1%, Due 6/11) | 1,000 | 998 | 953 | ||||||||||
(Consumer Products) |
Unitranche Debt (14.5%, Due 6/11) | 3,161 | 3,139 | 3,047 | ||||||||||
|
Preferred Stock (345,056 Shares) | 345 | 82 | |||||||||||
|
Total Investment | 4,482 | 4,082 | |||||||||||
Catterton Partners VI, L.P.(5) |
Limited Partnership Interest | 2,812 | 2,356 | |||||||||||
(Private Equity Fund) |
||||||||||||||
|
Total Investment | 2,812 | 2,356 | |||||||||||
Centre Capital Investors V, L.P.(5) |
Limited Partnership Interest | 3,049 | 2,344 | |||||||||||
(Private Equity Fund) |
||||||||||||||
|
Total Investment | 3,049 | 2,344 | |||||||||||
CK Franchising, Inc. |
Subordinated Debt (12.3%, | 21,000 | 20,912 | 20,912 | ||||||||||
(Consumer Services) |
Due 7/127/17) | |||||||||||||
|
Preferred Stock (1,281,887 shares) | 1,282 | 1,592 | |||||||||||
|
Common Stock (7,585,549 shares) | 7,586 | 10,600 | |||||||||||
|
Total Investment | 29,780 | 33,104 | |||||||||||
Commercial Credit Group, Inc. |
Subordinated Debt (15.0%, Due 6/15) | 19,000 | 18,970 | 18,970 | ||||||||||
(Financial Services) |
Preferred Stock (64,679 shares) | 15,543 | 9,073 | |||||||||||
|
Warrants | | | |||||||||||
|
Total Investment | 34,513 | 28,043 | |||||||||||
21
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Community Education Centers, Inc. |
Subordinated Debt (14.5%, Due 11/13) | $ | 35,548 | $ | 35,486 | $ | 34,056 | |||||||
(Education Services) |
||||||||||||||
|
Total Investment | 35,486 | 34,056 | |||||||||||
Component Hardware Group, Inc. |
Subordinated Debt (13.5%, Due 1/13) | 18,710 | 18,654 | 18,261 | ||||||||||
(Industrial Products) |
||||||||||||||
|
Total Investment | 18,654 | 18,261 | |||||||||||
Cook Inlet Alternative Risk, LLC |
Unitranche Debt (10.8%, Due 4/13) | 90,000 | 89,619 | 82,839 | ||||||||||
(Business Services) |
Equity Interests | 552 | | |||||||||||
|
Total Investment | 90,171 | 82,839 | |||||||||||
Cortec Group Fund IV, L.P.(5) |
Limited Partnership Interest | 4,647 | 3,445 | |||||||||||
(Private Equity) |
||||||||||||||
|
Total Investment | 4,647 | 3,445 | |||||||||||
Diversified Mercury Communications, LLC |
Senior Loan (4.5%, Due 3/13) | 2,972 | 2,958 | 2,692 | ||||||||||
(Business Services) |
||||||||||||||
|
Total Investment | 2,958 | 2,692 | |||||||||||
Digital VideoStream, LLC |
Unitranche Debt (11.0%, Due 2/12) | 14,097 | 14,032 | 14,003 | ||||||||||
(Business Services) |
Convertible Subordinated Debt (10.0%, Due 2/16) | 4,545 | 4,533 | 4,700 | ||||||||||
|
Total Investment | 18,565 | 18,703 | |||||||||||
DirectBuy Holdings, Inc. |
Subordinated Debt (14.5%, Due 5/13) | 75,909 | 75,609 | 71,703 | ||||||||||
(Consumer Products) |
Equity Interests | 8,000 | 3,200 | |||||||||||
|
Total Investment | 83,609 | 74,903 | |||||||||||
Distant Lands Trading Co. |
Senior Loan (7.5%, Due 11/11) | 4,825 | 4,800 | 4,501 | ||||||||||
(Consumer Products) |
Unitranche Debt (12.3%, Due 11/11) | 43,133 | 43,022 | 42,340 | ||||||||||
|
Common Stock (3,451 shares) | 3,451 | 984 | |||||||||||
|
Total Investment | 51,273 | 47,825 | |||||||||||
Dryden XVIII Leveraged |
Class B Notes (8.0%, Due 10/19) | 9,000 | 7,728 | 4,535 | ||||||||||
Loan 2007 Limited(4) |
Income Notes (16.0%)(11) | 22,080 | 17,477 | |||||||||||
(CLO) |
||||||||||||||
|
Total Investment | 29,808 | 22,012 | |||||||||||
Dynamic India Fund IV(4)(5) |
Equity Interests | 9,350 | 8,966 | |||||||||||
(Private Equity Fund) |
||||||||||||||
|
Total Investment | 9,350 | 8,966 | |||||||||||
EarthColor, Inc. |
Subordinated Debt (15.0%, | 123,819 | 123,385 | 77,243 | ||||||||||
(Business Services) |
Due 11/13)(6) | |||||||||||||
|
Common Stock (63,438 shares)(12) | 63,438 | | |||||||||||
|
Warrants(12) | | | |||||||||||
|
Total Investment | 186,823 | 77,243 | |||||||||||
eCentury Capital Partners, L.P.(5) |
Limited Partnership Interest | 7,274 | 1,431 | |||||||||||
(Private Equity Fund) |
||||||||||||||
|
Total Investment | 7,274 | 1,431 | |||||||||||
22
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
eInstruction Corporation |
Subordinated Debt (12.6%, | $ | 33,931 | $ | 33,795 | $ | 31,670 | |||||||
(Education Services) |
Due 7/141/15) | |||||||||||||
|
Common Stock (2,406 shares) | 2,500 | 1,700 | |||||||||||
|
Total Investment | 36,295 | 33,370 | |||||||||||
Farley's & Sathers Candy Company, Inc. |
Subordinated Debt (10.1%, Due 3/11) | 2,500 | 2,493 | 2,365 | ||||||||||
(Consumer Products) |
||||||||||||||
|
Total Investment | 2,493 | 2,365 | |||||||||||
FCP-BHI Holdings, LLC |
Subordinated Debt (12.0%, Due 9/13) | 27,284 | 27,191 | 25,640 | ||||||||||
d/b/a Bojangles' |
Equity Interests | 1,029 | 1,700 | |||||||||||
(Retail) |
||||||||||||||
|
Total Investment | 28,220 | 27,340 | |||||||||||
Fidus Mezzanine Capital, L.P.(5) |
Limited Partnership Interest | 9,597 | 6,754 | |||||||||||
(Private Equity Fund) |
||||||||||||||
|
Total Investment | 9,597 | 6,754 | |||||||||||
Freedom Financial Network, LLC |
Subordinated Debt (13.5%, Due 2/14) | 13,000 | 12,945 | 12,811 | ||||||||||
(Financial Services) |
||||||||||||||
|
Total Investment | 12,945 | 12,811 | |||||||||||
Geotrace Technologies, Inc. |
Warrants | 2,027 | 3,000 | |||||||||||
(Energy Services) |
||||||||||||||
|
Total Investment | 2,027 | 3,000 | |||||||||||
Gilchrist & Soames, Inc. |
Subordinated Debt (13.4%, Due 10/13) | 25,800 | 25,660 | 24,692 | ||||||||||
(Consumer Products) |
||||||||||||||
|
Total Investment | 25,660 | 24,692 | |||||||||||
Havco Wood Products LLC |
Equity Interests | 910 | 400 | |||||||||||
(Industrial Products) |
||||||||||||||
|
Total Investment | 910 | 400 | |||||||||||
Higginbotham Insurance Agency, Inc. |
Subordinated Debt (13.7%, | 53,305 | 53,088 | 53,088 | ||||||||||
(Business Services) |
Due 8/138/14) | |||||||||||||
|
Common Stock (23,695 shares)(12) | 23,695 | 27,335 | |||||||||||
|
Warrant(12) | | | |||||||||||
|
Total Investment | 76,783 | 80,423 | |||||||||||
The Hillman Companies, Inc.(3) |
Subordinated Debt (10.0%, Due 9/11) | 44,580 | 44,491 | 44,345 | ||||||||||
(Consumer Products) |
||||||||||||||
|
Total Investment | 44,491 | 44,345 | |||||||||||
The Homax Group, Inc. |
Senior Loan (7.2%, Due 10/12) | 11,785 | 11,742 | 10,689 | ||||||||||
(Consumer Products) |
Subordinated Debt (14.5%, Due 4/14) | 14,000 | 13,371 | 12,859 | ||||||||||
|
Preferred Stock (76 shares) | 76 | | |||||||||||
|
Common Stock (24 shares) | 5 | | |||||||||||
|
Warrants | 954 | | |||||||||||
|
Total Investment | 26,148 | 23,548 | |||||||||||
Ideal Snacks Corporation |
Senior Loan (5.3%, Due 6/10) | 1,496 | 1,496 | 1,438 | ||||||||||
(Consumer Products) |
||||||||||||||
|
Total Investment | 1,496 | 1,438 | |||||||||||
23
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kodiak Fund LP(5) |
Equity Interests | $ | 9,422 | $ | 900 | |||||||||
(Private Equity Fund) |
||||||||||||||
|
Total Investment | 9,422 | 900 | |||||||||||
Market Track Holdings, LLC |
Senior Loan (8.0%, Due 6/14) | $ | 2,500 | 2,450 | 2,352 | |||||||||
(Business Services) |
Subordinated Debt (15.9%, Due 6/14) | 24,600 | 24,488 | 23,785 | ||||||||||
|
Total Investment | 26,938 | 26,137 | |||||||||||
NetShape Technologies, Inc. |
Senior Loan (5.3%, Due 2/13) | 382 | 382 | 346 | ||||||||||
(Industrial Products) |
||||||||||||||
|
Total Investment | 382 | 346 | |||||||||||
Network Hardware Resale, Inc. |
Unitranche Debt (12.5%, Due 12/11) | 18,734 | 18,809 | 18,703 | ||||||||||
(Business Services) |
Convertible Subordinated Debt | |||||||||||||
|
(9.8%, Due 12/15) | 14,533 | 14,585 | 14,585 | ||||||||||
|
Total Investment | 33,394 | 33,288 | |||||||||||
Novak Biddle Venture Partners III, L.P.(5) |
Limited Partnership Interest | 2,018 | 1,349 | |||||||||||
(Private Equity Fund) |
||||||||||||||
|
Total Investment | 2,018 | 1,349 | |||||||||||
Oahu Waste Services, Inc. |
Stock Appreciation Rights | 206 | 750 | |||||||||||
(Business Services) |
||||||||||||||
|
Total Investment | 206 | 750 | |||||||||||
Pangaea CLO 2007-1 Ltd.(4) |
Class D Notes (9.2%, Due 10/21) | 15,000 | 11,761 | 7,114 | ||||||||||
(CLO) |
||||||||||||||
|
Total Investment | 11,761 | 7,114 | |||||||||||
PC Helps Support, LLC |
Senior Loan (4.8%, Due 12/13) | 8,610 | 8,520 | 8,587 | ||||||||||
(Business Services) |
Subordinated Debt (13.3%, Due 12/13) | 28,136 | 28,009 | 28,974 | ||||||||||
|
Total Investment | 36,529 | 37,561 | |||||||||||
Performant Financial Corporation |
Common Stock (478,816 shares) | 734 | 200 | |||||||||||
(Business Services) |
||||||||||||||
|
Total Investment | 734 | 200 | |||||||||||
Peter Brasseler Holdings, LLC |
Equity Interests | 3,451 | 2,900 | |||||||||||
(Business Services) |
||||||||||||||
|
Total Investment | 3,451 | 2,900 | |||||||||||
PharMEDium Healthcare Corporation |
Senior Loan (4.3%, Due 10/13) | 1,910 | 1,910 | 1,747 | ||||||||||
(Healthcare Services) |
||||||||||||||
|
Total Investment | 1,910 | 1,747 | |||||||||||
Postle Aluminum Company, LLC |
Unitranche Debt (13.0%, | 58,953 | 58,744 | 9,978 | ||||||||||
(Industrial Products) |
Due 10/12)(6) | |||||||||||||
|
Equity Interests | 2,174 | | |||||||||||
|
Total Investment | 60,918 | 9,978 | |||||||||||
Pro Mach, Inc. |
Subordinated Debt (12.5%, Due 6/12) | 14,616 | 14,573 | 14,089 | ||||||||||
(Industrial Products) |
Equity Interests | 1,294 | 1,900 | |||||||||||
|
Total Investment | 15,867 | 15,989 | |||||||||||
24
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Promo Works, LLC |
Unitranche Debt (12.3%, Due 12/11) | $ | 23,111 | $ | 22,954 | $ | 21,266 | |||||||
(Business Services) |
||||||||||||||
|
Total Investment | 22,954 | 21,266 | |||||||||||
Reed Group, Ltd. |
Senior Loan (7.6%, Due 12/13) | 12,893 | 12,758 | 11,502 | ||||||||||
(Healthcare Services) |
Subordinated Debt (13.8%, Due 12/13) | 18,543 | 18,469 | 16,683 | ||||||||||
|
Equity Interests | 1,800 | 300 | |||||||||||
|
Total Investment | 33,027 | 28,485 | |||||||||||
S.B. Restaurant Company |
Unitranche Debt (9.8%, Due 4/11) | 36,501 | 36,295 | 34,914 | ||||||||||
(Retail) |
Preferred Stock (46,690 shares) | 117 | 117 | |||||||||||
|
Warrants | 534 | | |||||||||||
|
Total Investment | 36,946 | 35,031 | |||||||||||
Snow Phipps Group, L.P.(5) |
Standby Letters of Credit ($2,465) | 4,785 | 4,374 | |||||||||||
(Private Equity Fund) |
Limited Partnership Interest | |||||||||||||
|
Total Investment | 4,785 | 4,374 | |||||||||||
SPP Mezzanine Funding II, L.P.(5) |
Limited Partnership Interest | 9,362 | 9,269 | |||||||||||
(Private Equity Fund) |
||||||||||||||
|
Total Investment | 9,362 | 9,269 | |||||||||||
STS Operating, Inc. |
Subordinated Debt (11.0%, Due 1/13) | 30,386 | 30,296 | 29,745 | ||||||||||
(Industrial Products) |
||||||||||||||
|
Total Investment | 30,296 | 29,745 | |||||||||||
Summit Energy Services, Inc. |
Subordinated Debt (11.6%, Due 8/13) | 35,730 | 35,547 | 32,113 | ||||||||||
(Business Services) |
Common Stock (415,982 shares) | 1,861 | 1,900 | |||||||||||
|
Total Investment | 37,408 | 34,013 | |||||||||||
Tank Intermediate Holding Corp. |
Senior Loan (7.1%, Due 9/14) | 30,514 | 29,539 | 25,937 | ||||||||||
(Industrial Products) |
||||||||||||||
|
Total Investment | 29,539 | 25,937 | |||||||||||
Tappan Wire & Cable Inc. |
Unitranche Debt (15.0%, Due 8/14) | 22,346 | 22,248 | 15,625 | ||||||||||
(Business Services) |
Common Stock (12,940 shares)(12) | 2,043 | | |||||||||||
|
Warrant(12) | | | |||||||||||
|
Total Investment | 24,291 | 15,625 | |||||||||||
The Step2 Company, LLC |
Unitranche Debt (11.0%, Due 4/12) | 95,083 | 94,816 | 90,474 | ||||||||||
(Consumer Products) |
Equity Interests | 2,156 | 1,161 | |||||||||||
|
Total Investment | 96,972 | 91,635 | |||||||||||
Tradesmen International, Inc. |
Subordinated Debt (12.0%, Due 12/12) | 40,000 | 39,586 | 37,840 | ||||||||||
(Business Services) |
||||||||||||||
|
Total Investment | 39,586 | 37,840 | |||||||||||
TransAmerican Auto Parts, LLC |
Subordinated Debt (16.3%, | 24,561 | 24,409 | | ||||||||||
(Consumer Products) |
Due 11/12)(6) | |||||||||||||
|
Equity Interests | 1,034 | | |||||||||||
|
Total Investment | 25,443 | | |||||||||||
Trover Solutions, Inc. |
Subordinated Debt (12.0%, Due 11/12) | 60,054 | 59,847 | 57,362 | ||||||||||
(Business Services) |
||||||||||||||
|
Total Investment | 59,847 | 57,362 | |||||||||||
25
Private Finance
Portfolio Company |
Investment(1)(2) | Principal | Cost | Value | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
United Road Towing, Inc. |
Subordinated Debt (12.1%, Due 1/14) | $ | 20,000 | $ | 19,915 | $ | 20,000 | |||||||
(Consumer Services) |
||||||||||||||
|
Total Investment | 19,915 | 20,000 | |||||||||||
Venturehouse-Cibernet Investors, LLC |
Equity Interest | | | |||||||||||
(Business Services) |
||||||||||||||
|
Total Investment | | | |||||||||||
VICORP Restaurants, Inc. |
Warrants | 33 | | |||||||||||
(Retail) |
||||||||||||||
|
Total Investment | 33 | | |||||||||||
WMA Equity Corporation and Affiliates |
Subordinated Debt (16.8%, Due 4/134/14)(6) | 139,455 | 138,559 | 63,823 | ||||||||||
d/b/a Wear Me Apparel |
Common Stock (86 shares) | 39,721 | | |||||||||||
(Consumer Products) |
||||||||||||||
|
Total Investment | 178,280 | 63,823 | |||||||||||
Webster Capital II, L.P.(5) |
Limited Partnership Interest | 1,702 | 1,481 | |||||||||||
(Private Equity Fund) |
||||||||||||||
|
Total Investment | 1,702 | 1,481 | |||||||||||
Woodstream Corporation |
Subordinated Debt (12.0%, Due 2/15) | 90,000 | 89,633 | 83,258 | ||||||||||
(Consumer Products) |
Common Stock (6,960 shares) | 6,961 | 2,500 | |||||||||||
|
Total Investment | 96,594 | 85,758 | |||||||||||
York Insurance Services Group, Inc. |
Common Stock (12,939 shares) | 1,294 | 1,700 | |||||||||||
(Business Services) |
||||||||||||||
|
Total Investment | 1,294 | 1,700 | |||||||||||
Other companies |
Other debt investments | 155 | 74 | 72 | ||||||||||
|
Other equity investments | 30 | 8 | |||||||||||
|
Total Investment | 104 | 80 | |||||||||||
Total companies less than 5% owned |
$ | 2,317,856 | $ | 1,858,581 | ||||||||||
Total private finance (138 portfolio investments) |
$ | 4,877,392 | $ | 3,399,063 | ||||||||||
26
Commercial Real Estate Finance
(in thousands, except number of loans)
|
|
|
December 31, 2008 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Stated Interest
Rate Ranges |
Number of
Loans |
||||||||||||
|
Cost | Value | ||||||||||||
Commercial Mortgage Loans |
||||||||||||||
|
Up to 6.99% | 4 | $ | 30,999 | $ | 30,537 | ||||||||
|
7.00% - 8.99% | 1 | 644 | 580 | ||||||||||
|
9.00% - 10.99% | 1 | 6,465 | 6,465 | ||||||||||
|
11.00% - 12.99% | 1 | 10,469 | 9,391 | ||||||||||
|
15.00% and above | 2 | 3,970 | 6,529 | ||||||||||
Total commercial mortgage loans(13) |
$ | 52,547 | $ | 53,502 | ||||||||||
Real Estate Owned |
$ | 18,201 | $ | 20,823 | ||||||||||
Equity Interests(2)Companies more than 25% owned |
$ | 14,755 | $ | 19,562 | ||||||||||
Guarantees ($6,871) |
||||||||||||||
Standby Letter of Credit ($650) |
||||||||||||||
Total commercial real estate finance |
$ | 85,503 | $ | 93,887 | ||||||||||
Total portfolio |
$ | 4,962,895 | $ | 3,492,950 | ||||||||||
|
Yield | Cost | Value | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Investments in Money Market and Other Securities |
|||||||||||
SEI Daily Income Tr Prime Obligation Money Market Fund |
0.9% | $ | 5 | $ | 5 | ||||||
Columbia Treasury Reserves Fund |
| 12 | 12 | ||||||||
Other Money Market Funds |
| 270 | 270 | ||||||||
Total |
$ | 287 | $ | 287 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
27
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Other Matters
Allied Capital Corporation, a Maryland corporation, is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940 ("1940 Act"). Allied Capital Corporation ("ACC") has a real estate investment trust subsidiary, Allied Capital REIT, Inc. ("Allied REIT"), and several subsidiaries that are single member limited liability companies established for specific purposes including holding real estate properties. ACC also has a subsidiary, A.C. Corporation ("AC Corp"), that generally provides diligence and structuring services, as well as transaction, management, consulting, and other services, including underwriting and arranging senior loans, to the Company, its portfolio companies and its managed funds.
ACC and its subsidiaries, collectively, are referred to as the "Company." The Company consolidates the results of its subsidiaries for financial reporting purposes.
Pursuant to Accounting Standards Codification ("ASC") Topic 810, "Consolidations," the financial results of the Company's portfolio investments are not consolidated in the Company's financial statements. Portfolio investments are held for purposes of deriving investment income and future capital gains.
The investment objective of the Company is to achieve current income and capital gains. In order to achieve this objective, the Company has primarily invested in debt and equity securities of private companies in a variety of industries.
On October 26, 2009, the Company and Ares Capital Corporation, ("Ares Capital") announced a strategic business combination in which ARCC Odyssey Corp., a wholly owned subsidiary of Ares Capital Corporation ("Merger Sub") would merge with and into Allied Capital and, immediately thereafter, Allied Capital would merge with and into Ares Capital. If the merger of Merger Sub into Allied Capital is completed, holders of Allied Capital common stock will have a right to receive 0.325 shares of Ares Capital common stock for each share of Allied Capital common stock held immediately prior to such merger. In connection with such merger, Ares Capital expects to issue a maximum of approximately 58.3 million shares of its common stock (assuming that holders of all "in-the-money" Allied Capital stock options elect to be cashed out), subject to adjustment in certain limited circumstances. The closing of the merger is subject to the receipt of shareholder approvals from Allied Capital and Ares Capital shareholders, and other closing conditions. Allied Capital is holding a special meeting of its stockholders on March 26, 2010, at which Allied Capital stockholders will be asked to vote on the approval of the merger and the merger agreement described in the proxy statement dated February 11, 2010. Approval of the merger and the merger agreement requires the affirmative vote of two-thirds of Allied Capital's outstanding shares entitled to vote on the matter. The completion of the merger with Ares Capital is dependent on a number of conditions being satisfied or, where legally permissible, waived.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of ACC and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to the 2008 and 2007 balances to conform with the 2009 financial statement presentation.
28
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles," which was primarily codified into ASC Topic 105, "Generally Accepted Accounting Standards." This standard is the single source of authoritative non-governmental U.S. generally accepted accounting principles ("GAAP"), superseding existing FASB, American Institute of Certified Public Accountants ("AICPA"), Emerging Issues Task Force ("EITF"), and related accounting literature. Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. This guidance is effective for financial statements issued for reporting periods that end after September 15, 2009. This guidance impacts the Company's consolidated financial statements and related disclosures as all references to authoritative literature reflect the newly adopted codification.
The private finance portfolio and the interest and related portfolio income and net realized gains (losses) on the private finance portfolio are presented in three categories: companies more than 25% owned, which represent portfolio companies where the Company directly or indirectly owns more than 25% of the outstanding voting securities of such portfolio company or where the Company controls the portfolio company's board of directors and, therefore, are deemed controlled by the Company under the 1940 Act; companies owned 5% to 25%, which represent portfolio companies where the Company directly or indirectly owns 5% to 25% of the outstanding voting securities of such portfolio company or where the Company holds one or more seats on the portfolio company's board of directors and, therefore, are deemed to be an affiliated person under the 1940 Act; and companies less than 5% owned which represent portfolio companies where the Company directly or indirectly owns less than 5% of the outstanding voting securities of such portfolio company and where the Company has no other affiliations with such portfolio company. The interest and related portfolio income and net realized gains (losses) from the commercial real estate finance portfolio and other sources, including investments in money market and other securities, are included in the companies less than 5% owned category on the consolidated statement of operations.
In the ordinary course of business, the Company enters into transactions with portfolio companies that may be considered related party transactions.
The Company, as a BDC, has invested in illiquid securities including debt and equity securities of portfolio companies, CLO bonds and preferred shares/income notes, CDO bonds and investment funds. The Company's investments may be subject to certain restrictions on resale and generally have no established trading market. The Company values substantially all of its investments at fair value as determined in good faith by the Board of Directors in accordance with the Company's valuation policy and the provisions of the 1940 Act and ASC Topic 820 "Financial Instruments," which includes the codification of FASB Statement No. 157, Fair Value Measurements and related interpretations. The Company determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. The Company's valuation policy considers the fact that no ready market exists for substantially all of the securities in which it invests and that fair value for its investments must typically be determined using unobservable inputs. The Company's valuation policy is intended to provide a consistent basis for determining the fair value of the portfolio.
The Company adopted the standards in ASC Topic 820 on a prospective basis in the first quarter of 2008. These standards require the Company to assume that the portfolio investment is to be sold in the principal market to market participants, or in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with the standards, the Company has considered its principal market, or the market in which the Company exits its portfolio investments with the greatest volume and level of activity.
29
The Company has determined that for its buyout investments, where the Company has control or could gain control through an option or warrant security, both the debt and equity securities of the portfolio investment would exit in the merger and acquisition ("M&A") market as the principal market generally through a sale or recapitalization of the portfolio company. The Company believes that the in-use premise of value (as defined in ASC Topic 820), which assumes the debt and equity securities are sold together, is appropriate as this would provide maximum proceeds to the seller. As a result, the Company uses the enterprise value methodology to determine the fair value of these investments. Enterprise value means the entire value of the company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. Enterprise value is determined using various factors, including cash flow from operations of the portfolio company, multiples at which private companies are bought and sold, and other pertinent factors, such as recent offers to purchase a portfolio company, recent transactions involving the purchase or sale of the portfolio company's equity securities, liquidation events, or other events. The Company allocates the enterprise value to these securities in order of the legal priority of the securities.
While the Company typically exits its securities upon the sale or recapitalization of the portfolio company in the M&A market, for investments in portfolio companies where the Company does not have control or the ability to gain control through an option or warrant security, the Company cannot typically control the exit of its investment into its principal market (the M&A market). As a result, in accordance with ASC Topic 820, the Company is required to determine the fair value of these investments assuming a sale of the individual investment (the in-exchange premise of value) in a hypothetical market to a hypothetical market participant. The Company continues to perform an enterprise value analysis for the investments in this category to assess the credit risk of the loan or debt security and to determine the fair value of its equity investment in these portfolio companies. The determined equity values are generally discounted when the Company has a minority ownership position, restrictions on resale, specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other factors. For loan and debt securities, the Company performs a yield analysis assuming a hypothetical current sale of the investment. The yield analysis requires the Company to estimate the expected repayment date of the instrument and a market participant's required yield. The Company's estimate of the expected repayment date of a loan or debt security may be shorter than the legal maturity of the instruments as the Company's loans historically have been repaid prior to the maturity date. The yield analysis considers changes in interest rates and changes in leverage levels of the loan or debt security as compared to market interest rates and leverage levels. Assuming the credit quality of the loan or debt security remains stable, the Company will use the value determined by the yield analysis as the fair value for that security. A change in the assumptions that the Company uses to estimate the fair value of its loans and debt securities using a yield analysis could have a material impact on the determination of fair value. If there is deterioration in credit quality or a loan or debt security is in workout status, the Company may consider other factors in determining the fair value of a loan or debt security, including the value attributable to the loan or debt security from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis.
The Company's equity investments in private debt and equity funds are generally valued based on the amount that the Company believes would be received if the investments were sold and consider the fund's net asset value, observable transactions and other factors. The value of the Company's equity securities in public companies for which quoted prices in an active market are readily available is based on the closing public market price on the measurement date.
The fair value of the Company's CLO bonds and preferred shares/income notes and CDO bonds ("CLO/CDO Assets") is generally based on a discounted cash flow model that utilizes prepayment, re-investment, loss and ratings assumptions based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for similar
30
bonds and preferred shares/ income notes, when available. The Company recognizes unrealized appreciation or depreciation on its CLO/CDO Assets as comparable yields in the market change and/or based on changes in estimated cash flows resulting from changes in prepayment, re-investment, loss or ratings assumptions in the underlying collateral pool, or changes in redemption assumptions for the CLO/CDO Assets, if applicable. The Company determines the fair value of its CLO/CDO Assets on an individual security-by-security basis.
The Company records unrealized depreciation on investments when it determines that the fair value of a security is less than its cost basis, and records unrealized appreciation when it determines that the fair value is greater than its cost basis. Because of the inherent uncertainty of valuation, the values determined at the measurement date may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the values determined at the measurement date. In accordance with ASC Topic 820 (discussed below), the Company does not consider a transaction price that is associated with a transaction that is not orderly to be indicative of fair value or market participant risk premiums, and accordingly would place little, if any, weight on transactions that are not orderly in determining fair value. When considering recent potential or completed transactions, the Company uses judgment in determining if such offers or transactions were pursuant to an orderly process for purposes of determining how much weight is placed on these data points in accordance with the applicable guidelines in ASC Topic 820.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. Net change in unrealized appreciation or depreciation also reflects the change in the value of U.S. Treasury bills, when applicable, and depreciation on accrued interest and dividends receivable and other assets where collection is doubtful.
Interest and Dividend Income
Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. For loans and debt securities with contractual payment-in-kind interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, the Company will not accrue payment-in-kind interest if the portfolio company valuation indicates that the payment-in-kind interest is not collectible. In general, interest is not accrued on loans and debt securities if the Company has doubt about interest collection or where the enterprise value of the portfolio company may not support further accrual. Interest may not accrue on loans or debt securities to portfolio companies that are more than 50% owned by the Company depending on such company's capital requirements.
When the Company receives nominal cost warrants or free equity securities ("nominal cost equity"), the Company allocates its cost basis in its investment between its debt securities and its nominal cost equity at the time of origination. At that time, the original issue discount basis of the nominal cost equity is recorded by increasing the cost basis in the equity and decreasing the cost basis in the related debt securities. Loan origination fees, original issue discount, and market discount are capitalized and then amortized into interest income using a method that approximates the effective interest method. Upon the prepayment of a loan or debt security, any unamortized loan origination
31
fees are recorded as interest income and any unamortized original issue discount or market discount is recorded as a realized gain.
The weighted average yield on loans and debt securities is computed as the (a) annual stated interest on accruing loans and debt securities plus the annual amortization of loan origination fees, original issue discount, and market discount on accruing loans and debt securities less the annual amortization of loan origination costs, divided by (b) total loans and debt securities at value. The weighted average yield is computed as of the balance sheet date.
The Company recognizes interest income on the CLO preferred shares/income notes using the effective interest method, based on the anticipated yield that is determined using the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or estimated cash flows due to changes in prepayments and/or re-investments, credit losses, ratings or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the preferred shares/income notes from the date the estimated yield was changed. CLO and CDO bonds have stated interest rates. The weighted average yield on the CLO/CDO Assets is calculated as the (a) annual stated interest or the effective interest yield on the accruing bonds or the effective yield on the preferred shares/income notes, divided by (b) CLO/CDO Assets at value. The weighted average yields are computed as of the balance sheet date.
Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are expected to be collected and to the extent that the Company has the option to receive the dividend in cash. Dividend income on common equity securities is recorded on the record date for private companies or on the ex-dividend date for publicly traded companies.
Fee Income
Fee income includes fees for loan prepayment premiums, guarantees, commitments, and services rendered by the Company to portfolio companies and other third parties such as diligence, structuring, transaction services, management and consulting services, and other services. Loan prepayment premiums are recognized at the time of prepayment. Guaranty and commitment fees are generally recognized as income over the related period of the guaranty or commitment, respectively. Diligence, structuring, and transaction services fees are generally recognized as income when services are rendered or when the related transactions are completed. Management, consulting and other services fees, including fund management fees, are generally recognized as income as the services are rendered. Fees are not accrued if the Company has doubt about the collection of those fees.
Cash and Cash Equivalents
Cash and cash equivalents represents unrestricted cash and highly liquid securities with original maturities of 90 days or less.
Guarantees
Guarantees meeting the characteristics described in ASC Topic 460, "Guarantees" and issued or modified after December 31, 2002, are recognized at fair value at inception. Guarantees made on behalf of portfolio companies are considered in determining the fair value of the Company's investments. See Note 5.
Financing Costs
Debt financing costs are based on actual costs incurred in obtaining debt financing and generally are deferred and amortized as part of interest expense over the term of the related debt instrument using a method that approximates the effective interest method. Costs associated with the issuance of
32
common stock are recorded as a reduction to the proceeds from the sale of common stock. Financing costs generally include underwriting, accounting and legal fees, and printing costs.
Dividends to Shareholders
Dividends to shareholders are recorded on the ex-dividend date.
Stock Compensation Plans
The Company has a stock-based employee compensation plan. See Note 9. Effective January 1, 2006, the Company adopted the provisions of FASB Statement No. 123 (Revised 2004), Share-Based Payment ("SFAS 123R"), which was primarily codified into ASC Topic 718, "CompensationStock Compensation." These standards were adopted using the modified prospective method of application, which required the Company to recognize compensation costs on a prospective basis beginning January 1, 2006. Accordingly, the Company did not restate prior year financial statements. Under this method, the unamortized cost of previously awarded options that were unvested as of January 1, 2006, is recognized over the remaining service period in the statement of operations beginning in 2006, using the fair value amounts determined for pro forma disclosure under these standards. With respect to options granted on or after January 1, 2006, compensation cost based on estimated grant date fair value is recognized over the related service period in the consolidated statement of operations. The stock option expense for the years ended December 31, 2009, 2008 and 2007, was as follows:
($ in millions, except per share amounts)
|
2009 | 2008 | 2007 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Employee Stock Option Expense: |
|||||||||||||
Options granted: |
|||||||||||||
Previously awarded, unvested options as of January 1, 2006 |
$ | | $ | 3.9 | $ | 10.1 | |||||||
Options granted on or after January 1, 2006 |
3.4 | 7.9 | 10.7 | ||||||||||
Total options granted |
3.4 | 11.8 | 20.8 | ||||||||||
Options cancelled in connection with tender offer (see Note 9) |
| | 14.4 | ||||||||||
Total employee stock option expense |
$ | 3.4 | $ | 11.8 | $ | 35.2 | |||||||
Per basic share |
$ | 0.02 | $ | 0.07 | $ | 0.23 | |||||||
Per diluted share |
$ | 0.02 | $ | 0.07 | $ | 0.23 |
In addition to the employee stock option expense for options granted, administrative expense included $0.1 million, $0.1 million and $0.2 million of expense for each of the years ended December 31, 2009, 2008 and 2007, respectively, related to options granted to directors during each year. Options were granted to non-officer directors in the second quarters of 2009, 2008 and 2007. Options granted to non-officer directors vest on the grant date and therefore, the full expense is recorded on the grant date.
Options Granted. The stock option expense shown in the tables above were based on the underlying value of the options granted by the Company. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model and expensed over the
33
vesting period. The following weighted average assumptions were used to calculate the fair value of options granted during the years ended December 31, 2009, 2008, and 2007:
|
2009 | 2008 | 2007 | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Expected term (in years) |
3.0 | 5.0 | 5.0 | |||||||
Risk-free interest rate |
1.3 | % | 2.8 | % | 4.6 | % | ||||
Expected volatility |
105.0 | % | 27.8 | % | 26.4 | % | ||||
Dividend yield |
32.5 | % | 8.5 | % | 8.9 | % | ||||
Weighted average fair value per option |
$ | 0.21 | $ | 2.18 | $ | 2.96 |
The expected term of the options granted represents the period of time that such options are expected to be outstanding. To determine the expected term of the options, the Company used historical data to estimate option exercise time frames, including considering employee terminations. The risk free rate was based on the U.S. Treasury bond yield curve at the date of grant consistent with the expected term. Expected volatilities were determined based on the historical volatility of the Company's common stock over a historical time period consistent with the expected term. The dividend yield was determined based on the Company's historical dividend yield over a historical time period consistent with the expected term.
To determine the stock options expense for options granted, the calculated fair value of the options granted is applied to the options granted, net of assumed future option forfeitures. The Company estimates that the employee-related stock option expense for outstanding unvested options as of December 31, 2009, will be approximately $3.9 million, $3.9 million and $0.0 million for the years ended December 31, 2010, 2011 and 2012, respectively. This estimate does not include any expense related to stock option grants after December 31, 2009, as the fair value of those stock options will be determined at the time of grant. This estimate may change if the Company's assumptions related to future option forfeitures change. The aggregate total stock option expense remaining as of December 31, 2009, is expected to be recognized over an estimated weighted-average period of 1.46 years.
Options Cancelled in Connection with Tender Offer. As discussed in Note 9, the Company completed a tender offer in July 2007, whereby the Company accepted for cancellation 10.3 million vested options held by employees and non-officer directors of the Company in exchange for an option cancellation payment ("OCP"). The OCP was equal to the "in-the-money" value of the stock options cancelled, determined using the Weighted Average Market Price of $31.75, and was paid one-half in cash and one-half in unregistered shares of the Company's common stock. In accordance with the terms of the tender offer, the Weighted Average Market Price represented the volume weighted average price of the Company's common stock over the fifteen trading days preceding the first day of the offer period, or June 20, 2007. Because the Weighted Average Market Price at the commencement of the tender offer on June 20, 2007, was higher than the market price of the Company's common stock at the close of the offer on July 18, 2007, ASC Topic 718 required the Company to record a non-cash employee-related stock option expense of $14.4 million and administrative expense related to stock options cancelled that were held by non-officer directors of $0.4 million. The same amounts were recorded as an increase to additional paid-in capital and, therefore, had no effect on the Company's net asset value. The portion of the OCP paid in cash of $52.8 million reduced the Company's additional paid-in capital and therefore reduced the Company's net asset value. For income tax purposes, the Company's tax deduction resulting from the OCP will be similar to the tax deduction that would have resulted from an exercise of stock options in the market. Any tax deduction for the Company resulting from the OCP or an exercise of stock options in the market is limited by Section 162(m) of the Internal Revenue Code ("Code").
34
Federal and State Income Taxes and Excise Tax
The Company has complied with the requirements of the Code that are applicable to regulated investment companies ("RIC") and real estate investment trusts ("REIT"). ACC and any subsidiaries that qualify as a RIC or a REIT intend to distribute or retain through a deemed distribution all of their annual taxable income to shareholders; therefore, the Company has made no provision for income taxes exclusive of excise taxes for these entities.
If the Company does not distribute at least 98% of its annual taxable income in the year earned, the Company will generally be required to pay an excise tax equal to 4% of the amount by which 98% of the Company's annual taxable income exceeds the distributions from such taxable income during the year earned. 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 taxable income, the Company accrues excise taxes on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.
Income taxes for AC Corp are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Per Share Information
Basic earnings per common share is calculated using the weighted average number of common shares outstanding for the year presented. Diluted earnings per common share reflects the potential dilution that could occur if options to issue common stock were exercised into common stock. Earnings per share is computed after subtracting dividends on preferred shares, if any.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
The consolidated financial statements include portfolio investments at value of $2.1 billion and $3.5 billion at December 31, 2009 and 2008, respectively. At December 31, 2009 and 2008, 80% and 94%, respectively, of the Company's total assets represented portfolio investments whose fair values have been determined by the Board of Directors in good faith in the absence of readily available market values. Because of the inherent uncertainty of valuation, the Board of Directors' determined values may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material.
Recent Accounting Pronouncements
Fair Value Measurements. In September 2006, the FASB issued Statement No. 157, which was primarily codified into ASC Topic 820, defines fair value, and which establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company adopted this
35
statement on a prospective basis beginning in the quarter ending March 31, 2008. The initial adoption of this statement did not have a material effect on the Company's consolidated financial statements.
ASC Topic 820 also includes the codification of, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active ("FSP 157-3"). These provisions apply to financial assets within the scope of accounting pronouncements that require or permit fair value measurements in accordance with ASC Topic 820. These provisions of ASC Topic 820 provide clarification in a market that is not active and provide an example to illustrate key considerations in determining the fair value. The Company has applied these provisions of ASC Topic 820 relating to determining the fair value of a financial asset when the market for that asset is not active in determining the fair value of its portfolio investments at December 31, 2009. The application of these provisions did not have a material impact on the Company's consolidated financial position or its results of operations.
ASC Topic 820 also includes the codification of Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4), which was issued by the FASB in April 2009. These provisions provide guidance on how to determine the fair value of assets under ASC Topic 820 in the current economic environment and reemphasize that the objective of a fair value measurement remains an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. These provisions state that a transaction price that is associated with a transaction that is not orderly is not determinative of fair value or market-participant risk premiums and companies should place little, if any, weight (compared with other indications of fair value) on transactions that are not orderly when estimating fair value or market risk premiums.
The Company adopted these provisions of ASC Topic 820 on a prospective basis beginning in the quarter ending March 31, 2009. The adoption of these provisions did not have a material effect on the Company's consolidated financial statements.
Subsequent Events (SFAS 165). In May 2009, the FASB issued SFAS 165, which was primarily codified into ASC Topic 855, which establishes general standards for reporting events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. This standard requires the disclosure of the date through which an entity has evaluated subsequent events and whether that date represents the date the financial statements were issued or were available to be issued.
The Company adopted these provisions of Topic 855 in the quarter ended June 30, 2009. The adoption of these provisions did not have a material impact on the Company's financial statements.
Accounting for Transfers of Financial Assets (SFAS 166), which was codified into ASC Topic 860, Transfers and Servicing . In June 2009, the FASB issued SFAS 166, which changes the conditions for reporting a transfer of a portion of a financial asset as a sale and requires additional year-end and interim disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The implementation of SFAS 166 is not expected to have a material impact on the Company's financial statements.
Amendments to FASB Interpretation No. 46(R) (SFAS 167), which will be codified into ASC Topic 810, Consolidation . In June 2009, the FASB issued SFAS 167, which amends the guidance on accounting for variable interest entities. SFAS 167 is effective for fiscal years beginning after November 15, 2009 and interim periods within that fiscal year. The Company has not completed the process of evaluating the impact of adopting this standard.
36
Private Finance
At December 31, 2009 and 2008, the private finance portfolio consisted of the following:
|
2009 | 2008 | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in millions)
|
Cost | Value | Yield(1) | Cost | Value | Yield(1) | |||||||||||||||
Loans and debt securities: |
|||||||||||||||||||||
Senior loans |
$ | 534.7 | $ | 278.9 | 4.9 | % | $ | 556.9 | $ | 306.3 | 5.6 | % | |||||||||
Unitranche debt(2) |
420.5 | 360.4 | 12.9 | % | 527.5 | 456.4 | 12.0 | % | |||||||||||||
Subordinated debt(3) |
1,504.6 | 1,051.3 | 13.4 | % | 2,300.1 | 1,829.1 | 12.9 | % | |||||||||||||
Total loans and debt securities(4) |
2,459.8 | 1,690.6 | 11.9 | % | 3,384.5 | 2,591.8 | 11.9 | % | |||||||||||||
Equity securities: |
|||||||||||||||||||||
Preferred shares/income notes of CLOs(5) |
242.9 | 86.4 | 8.0 | % | 248.2 | 179.2 | 16.4 | % | |||||||||||||
Subordinated certificates in Senior Secured Loan Fund LLC(5) |
| | | % | 125.4 | 125.4 | 12.0 | % | |||||||||||||
Other equity securities |
907.2 | 298.3 | 1,119.3 | 502.7 | |||||||||||||||||
Total equity securities |
1,150.1 | 384.7 | 1,492.9 | 807.3 | |||||||||||||||||
Total |
$ | 3,609.9 | $ | 2,075.3 | $ | 4,877.4 | $ | 3,399.1 | |||||||||||||
The weighted average yield on the preferred shares/income notes of CLOs is calculated as the (a) effective interest yield on the preferred shares/income notes of CLOs, divided by (b) total preferred shares/income notes of CLOs at value. The weighted average yields are computed as of the balance sheet date. The effective interest yield on the CLO assets represents the yield used for recording interest income. The market yield used in the valuation of the CLO assets may be different than the interest yields.
The weighted average yield on the subordinated certificates in the Senior Secured Loan Fund LLC is computed as the (a) effective interest yield on the subordinated certificates divided by (b) total investment at value.
37
The Company's private finance investment activity principally involves providing financing through privately negotiated debt and equity investments. The Company's private finance debt and equity investments generally are issued by private companies and generally are illiquid and may be subject to certain restrictions on resale.
The Company's private finance debt investments generally are structured as loans and debt securities that carry a relatively high fixed rate of interest, which may be combined with equity features, such as conversion privileges, or warrants or options to purchase a portion of the portfolio company's equity at a pre-determined strike price, which generally is a nominal price for warrants or options in a private company. The annual stated interest rate is only one factor in pricing the investment relative to the Company's rights and priority in the portfolio company's capital structure, and will vary depending on many factors, including if the Company has received nominal cost equity or other components of investment return, such as loan origination fees or market discount. The stated interest rate may include some component of contractual payment-in-kind interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity.
At December 31, 2009 and 2008, 79% and 85%, respectively of the private finance loans and debt securities had a fixed rate of interest and 21% and 15%, respectively, had a floating rate of interest. Senior loans may carry a fixed rate of interest or a floating rate of interest, set as a spread over prime or LIBOR, and may require payments of both principal and interest throughout the life of the loan. Senior loans generally have contractual maturities of three to six years and interest is generally paid to the Company monthly or quarterly. Unitranche debt generally carries a fixed rate of interest. Unitranche debt generally requires payments of both principal and interest throughout the life of the loan. Unitranche debt generally has contractual maturities of five to six years and interest generally is paid to the Company quarterly. Subordinated debt generally carries a fixed rate of interest generally with contractual maturities of five to ten years and generally has interest-only payments in the early years and payments of both principal and interest in the later years, although maturities and principal amortization schedules may vary. Interest on subordinated debt generally is paid to the Company quarterly.
Equity securities primarily consist of securities issued by private companies and may be subject to certain restrictions on their resale and are generally illiquid. The Company may make equity investments for minority stakes in portfolio companies or may receive equity features, such as nominal cost warrants. The Company also may invest in the equity (preferred and/or voting or non-voting common) of a portfolio company where the Company's equity ownership may represent a significant portion of the equity, but may or may not represent a controlling interest. If the Company invests in non-voting equity in a buyout investment, the Company generally has the option to acquire a controlling stake in the voting securities of the portfolio company at fair market value. The Company may incur costs associated with making buyout investments that will be included in the cost basis of the Company's equity investment. These include costs such as legal, accounting and other professional fees associated with diligence, referral and investment banking fees, and other costs. Equity securities generally do not produce a current return, but are held with the potential for investment appreciation and ultimate gain on sale.
Ciena Capital LLC. Ciena Capital LLC (f/k/a Business Loan Express, LLC) ("Ciena") has provided loans to commercial real estate owners and operators. Ciena has been a participant in the Small Business Administration's 7(a) Guaranteed Loan Program and its wholly-owned subsidiary is licensed by the SBA as a Small Business Lending Company ("SBLC"). Ciena is headquartered in New York, NY.
38
On September 30, 2008, Ciena voluntarily filed for bankruptcy protection under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Court). Ciena continues to service and manage its assets as a "debtor-in-possession" under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Court.
As a result of Ciena's decision to file for bankruptcy protection, the Company's unconditional guaranty of the obligations outstanding under Ciena's revolving credit facility became due and, in lieu of paying under our guarantee, the Company purchased the positions of the senior lenders under Ciena's revolving credit facility. As of December 31, 2009, the senior secured loan to Ciena had a cost basis of $319.0 million and a value of $100.1 million. The Company continues to guarantee the remaining principal balance of $5 million, plus related interest, fees and expenses payable to a third party bank. In connection with its continuing guaranty of the amounts held by this bank, the Company has agreed that the amounts owing to the bank under the Ciena revolving credit facility will be paid before any of the secured obligations of Ciena now owed to the Company.
At December 31, 2009 and 2008, the Company's investment in Ciena was as follows:
|
2009 | 2008 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in millions)
|
Cost | Value | Cost | Value | |||||||||
Senior Loan |
$ | 319.0 | $ | 100.1 | $ | 319.0 | $ | 104.9 | |||||
Class B Equity Interests(1) |
119.5 | | 119.5 | | |||||||||
Class C Equity Interests(1) |
109.1 | | 109.3 | | |||||||||
Total(2) |
$ | 547.6 | $ | 100.1 | $ | 547.8 | $ | 104.9 | |||||
During the year ended December 31, 2009, the Company funded $97.4 million to support Ciena's term securitizations in lieu of draws under related standby letters of credit. This was required primarily as a result of the issuer of the letters of credit not extending maturing standby letters of credit that were issued under the Company's former revolving line of credit. The amounts funded were recorded as other assets in the accompanying consolidated balance sheet. At December 31, 2009 and 2008, other assets includes amounts receivable from or related to Ciena totaling $112.7 million and $15.4 million at cost and $1.9 million and $2.1 million at value, respectively. Net change in unrealized appreciation or depreciation included a net decrease of $102.0 million and $174.5 million for the years ended December 31, 2009 and 2007, respectively, related to the Company's investment in and receivables from Ciena. Net change in unrealized appreciation or depreciation for the year ended December 31, 2008, included a decrease in the Company's investment in Ciena totaling $296.0 million and the reversal of unrealized depreciation of $99.0 million associated with the realized loss on the sale of the Company's Class A equity interests.
At December 31, 2009, the Company had no outstanding standby letters of credit issued under its former revolving line of credit. The Company has considered the letters of credit and the funding thereof in the valuation of Ciena at December 31, 2009.
The Company's investment in Ciena was on non-accrual status, therefore the Company did not earn any interest and related portfolio income from its investment in Ciena for each of the years ended December 31, 2009 and 2008.
39
At December 31, 2009, Ciena had one non-recourse SBA loan warehouse facility, which has reached its maturity date but remains outstanding. Ciena is working with the providers of the SBA loan warehouse facility with regard to the repayment of that facility. The Company has issued a performance guaranty whereby the Company agreed to indemnify the warehouse providers for any damages, losses, liabilities and related costs and expenses that they may incur as a result of Ciena's failure to perform any of its obligations as loan originator, loan seller or loan servicer under the warehouse facility.
The Office of the Inspector General of the SBA (OIG) and the United States Secret Service are conducting ongoing investigations of allegedly fraudulently obtained SBA-guaranteed loans issued by Ciena.
Ciena also is subject to other SBA and OIG audits, investigations, and reviews. In addition, the Office of the Inspector General of the U.S. Department of Agriculture is conducting an investigation of Ciena's lending practices under the Business and Industry Loan (B&I) program. The OIG and the U.S. Department of Justice are also conducting a civil investigation of Ciena's lending practices in various jurisdictions. The Company is unable to predict the outcome of these inquiries, and it is possible that third parties could try to seek to impose liability against the Company in connection with certain defaulted loans in Ciena's portfolio. These investigations, audits and reviews are ongoing.
These investigations, audits, reviews, and litigation have had and may continue to have a material adverse impact on Ciena and, as a result, could continue to negatively affect the Company's financial results. The Company has considered Ciena's voluntary filing for bankruptcy protection, the letters of credit and the funding thereof current regulatory issues, ongoing investigations, and litigation in performing the valuation of Ciena at December 31, 2009 and 2008.
40
Collateralized Loan Obligations ("CLOs") and Collateralized Debt Obligations ("CDOs"). At December 31, 2009 and 2008, the Company owned bonds and preferred shares/income notes in CLOs and bonds in a CDO as follows:
|
2009 | 2008 | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in millions)
|
Cost | Value | Yield(1) | Cost | Value | Yield(1) | |||||||||||||||
Bonds (2): |
|||||||||||||||||||||
Callidus Debt Partners CDO Fund I, Ltd. |
$ | 29.0 | $ | 2.2 | | % | $ | 28.4 | $ | 10.1 | 39.4 | % | |||||||||
Callidus Debt Partners CLO Fund IV, Ltd. |
2.2 | 1.7 | 20.2 | % | 2.0 | 1.4 | 26.9 | % | |||||||||||||
Callidus Debt Partners CLO Fund VI, Ltd. |
7.8 | 4.3 | 19.2 | % | 7.1 | 3.9 | 26.1 | % | |||||||||||||
Callidus MAPS CLO Fund I LLC |
17.0 | 11.7 | 8.4 | % | 17.0 | 9.8 | 12.2 | % | |||||||||||||
Callidus MAPS CLO Fund II LLC |
3.9 | 3.2 | 24.1 | % | 3.6 | 3.0 | 30.2 | % | |||||||||||||
Dryden XVIII Leveraged Loan 2007 Limited |
7.5 | 2.1 | | % | 7.7 | 4.5 | 20.5 | % | |||||||||||||
Knightsbridge CLO 2007-1 Ltd.(3) |
18.7 | 11.4 | 15.3 | % | 18.7 | 14.9 | 17.4 | % | |||||||||||||
Knightsbridge CLO 2008-1 Ltd.(3) |
32.1 | 29.5 | 11.2 | % | 31.4 | 31.4 | 10.2 | % | |||||||||||||
Pangaea CLO 2007-1 Ltd. |
12.1 | 6.6 | 17.7 | % | 11.8 | 7.1 | 25.0 | % | |||||||||||||
Total bonds |
130.3 |
72.7 |
12.5 |
% |
127.7 |
86.1 |
18.5 |
% |
|||||||||||||
Preferred Shares/Income Notes: |
|||||||||||||||||||||
Callidus Debt Partners CLO Fund III, Ltd. |
20.1 | 4.1 | | % | 20.1 | 5.4 | | % | |||||||||||||
Callidus Debt Partners CLO Fund IV, Ltd. |
14.9 | 5.4 | | % | 14.6 | 10.6 | 18.1 | % | |||||||||||||
Callidus Debt Partners CLO Fund V, Ltd. |
13.4 | 5.0 | 3.8 | % | 13.4 | 10.3 | 21.3 | % | |||||||||||||
Callidus Debt Partners CLO Fund VI, Ltd. |
29.1 | 5.0 | | % | 28.3 | 23.1 | 21.8 | % | |||||||||||||
Callidus Debt Partners CLO Fund VII, Ltd. |
24.8 | 7.2 | | % | 24.0 | 15.4 | 17.9 | % | |||||||||||||
Callidus MAPS CLO Fund I LLC |
38.5 | 14.1 | | % | 45.1 | 27.8 | 6.5 | % | |||||||||||||
Callidus MAPS CLO Fund II, Ltd. |
17.8 | 6.3 | 7.1 | % | 18.4 | 12.6 | 19.3 | % | |||||||||||||
Dryden XVIII Leveraged Loan 2007 Limited |
23.2 | 2.4 | | % | 22.1 | 17.5 | 20.2 | % | |||||||||||||
Knightsbridge CLO 2007-1 Ltd.(3) |
39.2 | 16.2 | 10.6 | % | 40.9 | 35.2 | 17.4 | % | |||||||||||||
Knightsbridge CLO 2008-1 Ltd.(3) |
21.9 | 20.7 | 22.1 | % | 21.3 | 21.3 | 16.6 | % | |||||||||||||
Total preferred shares/income notes |
242.9 |
86.4 |
8.0 |
% |
248.2 |
179.2 |
16.4 |
% |
|||||||||||||
Total |
$ | 373.2 | $ | 159.1 | $ | 375.9 | $ | 265.3 | |||||||||||||
The market yield used in the valuation of the CLO and CDO assets may be different than the interest yields shown above.
The initial yields on the cost basis of the CLO preferred shares and income notes are based on the estimated future cash flows expected to be paid to these CLO classes from the underlying collateral assets. As each CLO preferred share or income note ages, the estimated future cash flows are updated based on the estimated performance of the underlying collateral assets, and the respective yield on the cost basis is adjusted as necessary. As future cash flows are subject to uncertainties and contingencies that are difficult to predict and are subject to future events that may alter current assumptions, no assurance can be given that the anticipated yields to maturity will be achieved.
41
The bonds, preferred shares and income notes of the CLOs and CDO in which the Company has invested are junior in priority for payment of interest and principal to the more senior notes issued by the CLOs and CDO. Cash flow from the underlying collateral assets in the CLOs and CDO generally is allocated first to the senior bonds in order of priority, then any remaining cash flow generally is distributed to the preferred shareholders and income note holders. To the extent there are ratings downgrades, defaults and unrecoverable losses on the underlying collateral assets that result in reduced cash flows, the preferred shares/income notes will bear this loss first and then the subordinated bonds would bear any loss after the preferred shares/income notes. At both December 31, 2009 and 2008, the face value of the CLO and CDO assets held by the Company was subordinate to as much as 94% of the face value of the securities outstanding in these CLOs and CDO.
At December 31, 2009 and 2008, based on information provided by the collateral managers, the underlying collateral assets of these CLO and CDO issuances, consisting primarily of senior corporate loans, were issued by 626 issuers and 658 issuers, respectively, and had principal balances as follows:
($ in millions)
|
2009 | 2008 | |||||
---|---|---|---|---|---|---|---|
Bonds |
$ | 229.3 | $ | 268.3 | |||
Syndicated loans |
4,313.8 | 4,477.3 | |||||
Cash(1) |
156.2 | 89.6 | |||||
Total underlying collateral assets(2) |
$ | 4,699.3 | $ | 4,835.2 | |||
Loans and Debt Securities on Non-Accrual Status. At December 31, 2009 and 2008, private finance loans and debt securities at value not accruing interest were as follows:
($ in millions)
|
2009 | 2008 | |||||||
---|---|---|---|---|---|---|---|---|---|
Loans and debt securities |
|||||||||
Companies more than 25% owned |
$ | 177.1 | $ | 176.1 | |||||
Companies 5% to 25% owned |
16.0 | | |||||||
Companies less than 5% owned |
47.4 | 151.8 | |||||||
Total |
$ | 240.5 | $ | 327.9 | |||||
42
Industry and Geographic Compositions. The industry and geographic compositions of the private finance portfolio at value at December 31, 2009 and 2008, were as follows:
|
2009 | 2008 | |||||
---|---|---|---|---|---|---|---|
Industry |
|||||||
Business services |
32 | % | 36 | % | |||
Consumer products |
29 | 24 | |||||
Financial services |
9 | 6 | |||||
CLO/CDO(1) |
8 | 8 | |||||
Consumer services |
5 | 5 | |||||
Industrial products |
4 | 5 | |||||
Education services |
3 | 2 | |||||
Healthcare services |
3 | 2 | |||||
Retail |
3 | 5 | |||||
Private debt funds |
| 5 | |||||
Other |
4 | 2 | |||||
Total |
100 | % | 100 | % | |||
Geographic Region(2) |
|||||||
Mid-Atlantic |
37 | % | 41 | % | |||
Midwest |
32 | 28 | |||||
Southeast |
17 | 17 | |||||
West |
13 | 13 | |||||
Northeast |
1 | 1 | |||||
Total |
100 | % | 100 | % | |||
Commercial Real Estate Finance
At December 31, 2009 and 2008, the commercial real estate finance portfolio consisted of the following:
|
2009 | 2008 | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in millions)
|
Cost | Value | Yield(1) | Cost | Value | Yield(1) | ||||||||||||||
Commercial mortgage loans |
$ | 42.0 | $ | 35.4 | 5.1 | % | $ | 52.5 | $ | 53.5 | 7.4 | % | ||||||||
Real estate owned |
5.9 | 6.4 | 18.2 | 20.8 | ||||||||||||||||
Equity interests |
27.3 | 14.0 | 14.8 | 19.6 | ||||||||||||||||
Total |
$ | 75.2 | $ | 55.8 | $ | 85.5 | $ | 93.9 | ||||||||||||
43
Commercial Mortgage Loans and Equity Interests. The commercial mortgage loan portfolio contains loans that were originated by the Company or were purchased from third-party sellers. At December 31, 2009, approximately 55% and 45% of the Company's commercial mortgage loan portfolio was composed of fixed and adjustable interest rate loans, respectively. At December 31, 2008, approximately 69% and 31% of the Company's commercial mortgage loan portfolio was composed of fixed and adjustable interest rate loans, respectively. At December 31, 2009 and 2008, loans with a value of $6.1 million and $7.7 million, respectively, were not accruing interest. Loans greater than 120 days delinquent generally do not accrue interest.
Equity interests consist primarily of equity securities issued by privately owned companies that invest in single real estate properties. These equity interests may be subject to certain restrictions on their resale and are generally illiquid. Equity interests generally do not produce a current return, but are generally held in anticipation of investment appreciation and ultimate realized gain on sale.
The property types and the geographic composition securing the commercial mortgage loans and equity interests at value at December 31, 2009 and 2008, were as follows:
|
2009 | 2008 | ||||||
---|---|---|---|---|---|---|---|---|
Property Type |
||||||||
Hospitality |
60 | % | 52 | % | ||||
Recreation |
32 | 22 | ||||||
Office |
6 | 15 | ||||||
Retail |
| 9 | ||||||
Other |
2 | 2 | ||||||
Total |
100 | % | 100 | % | ||||
Geographic Region |
||||||||
Southeast |
41 | % | 43 | % | ||||
West |
33 | 26 | ||||||
Midwest |
14 | 22 | ||||||
Northeast |
12 | 9 | ||||||
Mid-Atlantic |
| | ||||||
Total |
100 | % | 100 | % | ||||
Fair Value Measurements
The Company, as a BDC, has invested in illiquid securities including debt and equity securities of portfolio companies, CLO bonds and preferred shares/income notes, CDO bonds and investment funds. The Company's investments may be subject to certain restrictions on resale and generally have no established trading market. The Company values substantially all of its investments at fair value as determined in good faith by the Board of Directors in accordance with the Company's valuation policy and the provisions of the Investment Company Act of 1940 and ASC Topic 820. The Company determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. The Company's valuation policy considers the fact that no ready market exists for substantially all of the securities in which it invests and that fair value for its investments must typically be determined using unobservable inputs.
44
ASC Topic 820 establishes a fair value hierarchy that encourages the use of observable inputs, but allows for unobservable inputs when observable inputs do not exist. Inputs are classified into one of three categories:
When there are multiple inputs for determining the fair value of an investment, the Company classifies the investment in total based on the lowest level input that is significant to the fair value measurement.
The Company has $381.0 million in investments in money market and other securities, which the Company has determined are Level 1 assets but are not presented in the Company's investment portfolio. Portfolio assets measured at fair value on a recurring basis by level within the fair value hierarchy at December 31, 2009, were as follows:
($ in millions)
|
Fair Value
Measurement as of December 31, 2009 |
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets at Fair Value: |
||||||||||||||
Portfolio |
||||||||||||||
Private finance: |
||||||||||||||
Loans and debt securities |
$ | 1,690.6 | $ | | $ | | $ | 1,690.6 | ||||||
Preferred shares/income notes of CLOs |
86.4 | | | 86.4 | ||||||||||
Other equity securities |
298.3 | | | 298.3 | ||||||||||
Commercial real estate finance |
55.8 | | | 55.8 | ||||||||||
Total portfolio |
$ | 2,131.1 | $ | | $ | | $ | 2,131.1 | ||||||
45
The table below sets forth a summary of changes in the Company's assets measured at fair value using level 3 inputs.
|
|
Private Finance |
|
|
|
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in millions)
|
Loans and
Debt Securities |
Preferred
Shares/ Income Notes of CLOs |
Subordinated
Certificates in Senior Secured Fund LLC |
Other
Equity Securities |
Commercial
Real Estate Finance |
Total | ||||||||||||||
Balance at December 31, 2008 |
$ | 2,591.8 | $ | 179.2 | $ | 125.4 | $ | 502.7 | $ | 93.9 | $ | 3,493.0 | ||||||||
Total gains or losses |
||||||||||||||||||||
Net realized gains (losses)(1) |
(247.8 | ) | 14.3 | 6.2 | (115.3 | ) | (3.7 | ) | (346.3 | ) | ||||||||||
Net change in unrealized appreciation or depreciation(2) |
23.4 | (87.5 | ) | | 7.7 | (27.8 | ) | (84.2 | ) | |||||||||||
Purchases, issuances, repayments and exits, net(3) |
(676.8 | ) | (19.6 | ) | (131.6 | ) | (96.8 | ) | (6.6 | ) | (931.4 | ) | ||||||||
Transfers in and/or out of level 3 |
| | | | | | ||||||||||||||
Balance at December 31, 2009 |
$ | 1,690.6 | $ | 86.4 | $ | | $ | 298.3 | $ | 55.8 | $ | 2,131.1 | ||||||||
Net unrealized appreciation (depreciation) during the period relating to assets still held at the reporting date(2) |
$ | (204.1 | ) | $ | (87.5 | ) | $ | | $ | (85.1 | ) | $ | (29.2 | ) | $ | (405.9 | ) | |||
Managed Funds
In addition to managing its own assets, the Company manages certain funds that also invest in the debt and equity securities of primarily private middle market companies in a variety of industries and broadly syndicated senior secured loans. At December 31, 2009, the Company had six separate funds under its management (together, the "Managed Funds") for which the Company may earn management or other fees for the Company's services. In some cases, the Company has invested in the equity of these funds, along with other third parties, from which the Company may earn a current return and/or a future incentive allocation.
46
In the first quarter of 2009, the Company completed the acquisition of the management contracts of three middle market senior debt CLOs (together, the Emporia Funds) and certain other related assets for approximately $11 million (subject to post-closing adjustments). The acquired assets are included in other assets in the accompanying consolidated balance sheet and are being amortized over the life of the contracts. During the fourth quarter of 2009, the Company sold its investment, including its outstanding commitments and the provision of management services, in the Senior Secured Loan Fund LLC to Ares Capital, and the Company sold its investment, including the provision of management services, in the Allied Capital Senior Debt Fund, L.P. to Ivy Hill Asset Management, L.P., a portfolio company of Ares Capital.
During the year ended December 31, 2009, the Company sold assets to certain of the Managed Funds for which it received proceeds of $9.7 million and the Company recognized a net realized gain of $6.3 million. During the year ended December 31, 2008, the Company sold assets to certain of the Managed Funds, for which it received proceeds of $383.0 million, respectively, and the Company recognized realized gains of $8.3 million.
In addition to managing these funds, we hold certain investments in the Managed Funds as of December 31, 2009 and 2008 as follows:
|
|
2009 | 2008 | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in millions)
Name of Fund |
Investment Description | Cost | Value | Cost | Value | |||||||||||
Senior Secured Loan Fund LLC(1) |
Subordinated Certificates and Equity Interests | $ | | $ | | $ | 125.4 | $ | 125.4 | |||||||
Allied Capital Senior Debt Fund, L.P.(1) |
Equity interests | | | 31.8 | 31.8 | |||||||||||
Knightsbridge CLO 2007-1 Ltd. |
Class E Notes and Income Notes | 57.9 | 27.6 | 59.6 | 50.1 | |||||||||||
Knightsbridge CLO 2008-1 Ltd. |
Class C Notes, Class D Notes, Class E Notes and Income Notes | 54.0 | 50.2 | 52.7 | 52.7 | |||||||||||
AGILE Fund I, LLC |
Equity Interests | 0.6 | 0.4 | 0.7 | 0.5 | |||||||||||
Total |
$ | 112.5 | $ | 78.2 | $ | 270.2 | $ | 260.5 | ||||||||
47
Note 4. Debt
At December 31, 2009 and 2008, the Company had the following debt:
|
2009 | 2008 | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in millions)
|
Facility
Amount |
Amount
Drawn |
Annual
Interest Cost(1) |
Facility
Amount |
Amount
Drawn |
Annual
Interest Cost(1) |
|||||||||||||||
Notes payable: |
|||||||||||||||||||||
Privately issued secured notes payable (formerly unsecured) |
$ | 673.2 | $ | 673.2 | (5) | 13.0 | % | $ | 1,015.0 | $ | 1,015.0 | 7.8 | % | ||||||||
Publicly issued unsecured notes payable |
745.5 | 745.5 | 6.7 | % | 880.0 | 880.0 | 6.7 | % | |||||||||||||
Total notes payable |
1,418.7 | 1,418.7 | 9.7 | % | 1,895.0 | 1,895.0 | 7.3 | % | |||||||||||||
Bank secured term debt (former revolver)(4) |
41.1 | 41.1 | 16.0 | %(2) | 632.5 | 50.0 | 4.3 | %(2) | |||||||||||||
Total debt |
$ | 1,459.8 | $ | 1,459.8 | 9.8 | %(3) | $ | 2,527.5 | $ | 1,945.0 | 7.7 | %(3) | |||||||||
Privately Issued Debt
At December 31, 2009, the Company had outstanding privately issued notes (the "Notes") of $673.2 million and $41.1 million outstanding under its bank facility (the "Facility"). The Notes and the Facility were restructured on August 28, 2009. Beginning in January 2009, the Company engaged in discussions with the revolving line of credit lenders (the "Lenders") and the private noteholders (the "Noteholders") to seek relief under certain terms of both the Facility and the Notes due to certain covenant defaults. As of December 31, 2008, the Company's asset coverage was less than the 200% then required by the revolving credit facility and the private notes. Asset coverage generally refers to the percentage resulting from assets less accounts payable and other liabilities, divided by total debt.
In connection with the restructuring, the Company granted the Noteholders and the Lenders a pari-passu blanket lien on a substantial portion of its assets, including a substantial portion of the assets of the Company's consolidated subsidiaries.
48
The financial covenants applicable to the Notes and the Facility were modified as part of the restructuring. The Consolidated Debt to Consolidated Shareholders' Equity covenant and the Capital Maintenance covenant were both eliminated. The Asset Coverage ratio was set at 1.35:1 initially, increasing to 1.4:1 at June 30, 2010 and to 1.55:1 at June 30, 2011, and maintained at that level thereafter. A new covenant, Total Adjusted Assets to Secured Debt, was set at 1.75:1 initially, increasing to 2.0:1 at June 30, 2010 and to 2.25:1 at June 30, 2011, and maintained at that level thereafter. The ratio of Adjusted EBIT to Adjusted Interest Expense was set at 1.05:1 initially, decreasing to 0.95:1 at December 31, 2009, 0.80:1 at March 31, 2010 and 0.75:1 at June 30, 2010. The covenant will then be increased to 0.80:1 on December 31, 2010 and 0.95:1 on December 31, 2011 and maintained at that level thereafter.
The Notes and Facility impose certain limitations on the Company's ability to incur additional indebtedness, including precluding the Company from incurring additional indebtedness unless its asset coverage of all outstanding indebtedness is at least 200%. Pursuant to the 1940 Act, the Company is not permitted to issue indebtedness unless immediately after such issuance the Company has asset coverage of all outstanding indebtedness of at least 200%. At December 31, 2009, the Company's asset coverage ratio was 180%, which is less than the 200% requirement. As a result, the Company will not be able to issue additional indebtedness until such time as its asset coverage returns to at least 200%.
The Company is required to apply 50% of all net cash proceeds from asset sales to the repayment of the Notes and 6% of all net cash proceeds from asset sales to the repayment of the Facility, subject to certain conditions and exclusions. In the case of certain events of default, the Company would be required to apply 100% of all net cash proceeds from asset sales to the repayment of its secured lenders. Under the new agreements, subject to a limit and certain liquidity restrictions, the Company may repurchase its public debt; however, the Company is prohibited from repurchasing its common stock and may not pay dividends in excess of the minimum the Company reasonably believes is required to maintain its tax status as a regulated investment company. In addition, upon the occurrence of a change of control (as defined in the Note Agreement and Credit Agreement), the Noteholders have the right to be prepaid in full and the Company is required to repay in full all amounts outstanding under the Facility.
The Note Agreement and Credit Agreement provide for customary events of default, including, but not limited to, payment defaults, breach of representations or covenants, cross-defaults, bankruptcy events and failure to pay judgments. Certain of these events of default are subject to notice and cure periods or materiality thresholds. Pursuant to the terms of the Notes, the occurrence of an event of default generally permits the holders of more than 50% in principal amount of outstanding Notes to accelerate repayment of all amounts due thereunder. The occurrence of an event of default would generally permit the administrative agent for the lenders under the Facility, or the holders of more than 51% of the aggregate principal debt outstanding under the Facility, to accelerate repayment of all amounts outstanding thereunder. Pursuant to the Notes, during the continuance of an event of default, the rate of interest applicable to the Notes would increase by 200 basis points. Pursuant to the terms of the Facility, during the continuance of an event of default, the applicable spread on any borrowings outstanding under the Facility would increase by 200 basis points.
Privately Issued Notes Payable. The Company made principal payments on the Notes at and prior to the closing of the restructuring and had $841.0 million of Notes outstanding following the closing of the restructuring.
49
In connection with the restructuring, the existing Notes were exchanged for three new series of Notes containing the following terms:
($ in millions)
|
Principal
Amount(1) |
Maturity Dates |
Annual Stated
Interest Rate Through December 31, 2009(2) |
Annual Stated
Interest Rate Beginning January 1, 2010(2) |
Annual Stated
Interest Rate Beginning January 1, 2011(2) |
Annual Stated
Interest Rate Beginning January 1, 2012(2) |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Series A |
$ | 253.8 | June 15, 2010 | 8.50 | % | 9.25 | % | N/A | N/A | ||||||||||
Series B |
$ | 253.8 | June 15, 2011 | 9.00 | % | 9.50 | % | 9.75 | % | N/A | |||||||||
Series C |
$ | 333.5 | March 31 & April 1, 2012 | 9.50 | % | 10.00 | % | 10.25 | % | 10.75 | % |
The Company made various cash payments in connection with the restructuring of its Notes. The Company paid an amendment fee at closing of $15.2 million. In addition, the Company paid a make-whole fee of $79.7 million related to a contractual provision in the old Notes. Due to the payment of this make-whole fee, the new Notes have no significant make-whole requirement. The Company also paid a restructuring fee of $50.0 million at closing, which will be applied toward the principal balance of the Notes if the Notes are refinanced in full on or before January 31, 2010.
Bank Facility. At June 30, 2009, the Company had an unsecured revolving line of credit that was due to expire on April 11, 2011. The Company's Facility was restructured from a revolving facility to a term facility maturing on November 13, 2010. Total commitments under the Facility were reduced at closing to $96.0 million from $115.0 million prior to closing. At closing, there were $50.0 million of borrowings and $46.0 million of standby letters of credit ("LCs") outstanding under the Facility. The $46.0 million of LCs terminated and/or expired prior to September 30, 2009 and the commitments under the Facility were reduced by a commensurate amount. As a result, the total commitment and outstanding balance was $50.0 million at September 30, 2009.
Borrowings under the Facility bear interest at a floating rate of interest, subject to a floor. The floating rate spread increases by 0.5% per annum beginning on January 1, 2010 and continuing through maturity. At closing, the interest rate on the Facility was 8.5% per annum. The Facility requires the payment of a commitment fee equal to 0.50% per annum of the committed amount. In addition, the Company agreed to pay an amendment fee at closing of $1.0 million, and a restructuring fee payable on January 31, 2010 equal to 1.0% of the outstanding borrowings on such date if the Facility remains outstanding. The Facility generally requires payments of interest no less frequently than quarterly.
Private Debt Refinance. On January 29, 2010, the Company repaid the Notes and the Facility (collectively, the "Existing Private Debt") in full using cash on hand from asset sales and repayments and proceeds from a new term loan. In addition, by repaying the Notes before January 31, 2010, the Company was able to apply the $50.0 million restructuring fee paid at closing of the August 2009 restructure toward the principal balance of the Notes. In connection with the repayment and refinancing, the Company entered into a Second Amended and Restated Credit Agreement (the "Credit Agreement") pursuant to which the Company obtained a senior secured term loan in the aggregate amount of $250 million (the "Term Loan"). On January 29, 2010, after giving effect to the refinancing and the full repayment of the Existing Private Debt, the Company had total outstanding debt of $995.5 million and cash and investments in money market and other securities of approximately $128 million.
The Term Loan matures on February 28, 2011. The Company is required to make mandatory repayments of the Term Loan (i) using 56% of all net cash proceeds from asset dispositions, subject to certain conditions and exclusions, (ii) using 100% of proceeds from any unsecured debt issuance,
50
(iii) using 100% of available cash in excess of $125 million at any month end and (iv) to cure any borrowing base deficiencies, as discussed below. In addition, the Term Loan must be repaid in full if at any time the outstanding principal balance is less than or equal to $25 million and the Company's available cash is then equal to or greater than $125 million. The Term Loan generally becomes due and payable in full upon a change of control of the Company; except that, in certain circumstances, the Term Loan may be assumed by Ares Capital in connection with the consummation of the merger contemplated by the Agreement and Plan of Merger, dated as of October 26, 2009, among Ares Capital, ARCC Odyssey Corp. and the Company.
At the Company's election, borrowings under the Term Loan will generally bear interest at a rate per annum equal to (i) LIBOR plus 4.50% or (ii) 2.00% plus the higher of (a) the JPMorgan Chase Bank, N.A. prime rate, (b) the daily one-month LIBOR plus 2.5%, and (c) the federal funds effective rate plus 0.5%. In addition to the interest paid on the Term Loan, the Company incurred other fees and costs associated with the repayment and refinancing and will also incur additional exit fees, which increase over the term of the loan, as the Term Loan is repaid.
Consistent with the terms of the Existing Private Debt, the Company has granted the Term Loan lenders a blanket lien on a substantial portion of its assets. Borrowings under the Term Loan are subject to a requirement that the borrowing base (as defined in the Credit Agreement) be greater than 2.5x the outstanding principal balance of the Term Loan at any time such outstanding principal balance is greater than $175 million, and greater than 2.0x at any time such outstanding principal balance is less than or equal to $175 million. If the borrowing base falls below the minimum coverage requirement, the Company is required to make repayments of the Term Loan in an amount sufficient to bring the coverage ratio to the required level.
The Credit Agreement contains various operating covenants applicable to the Company. The Term Loan requires that the Company maintain a ratio of Adjusted EBIT to Adjusted Interest Expense (as such terms are defined in the Credit Agreement) of not less than 0.70:1.0, measured as of the last day of each fiscal quarter as provided in the Credit Agreement. In addition, the Company is precluded from incurring additional indebtedness unless its asset coverage of all outstanding indebtedness is at least 200% and may not pay dividends in excess of the minimum the Company reasonably believes is required to maintain its tax status as a regulated investment company.
The Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breach of representations or covenants, cross-defaults, bankruptcy events and failure to pay judgments. Certain of these events of default are subject to notice and cure periods or materiality thresholds. The occurrence of an event of default would permit the administrative agent for the lenders under the Term Loan, or the holders of more than 51% of the aggregate principal debt outstanding under the Term Loan, to declare the entire unpaid principal balance outstanding due and payable. Pursuant to the terms of the Credit Agreement, during the continuance of an event of default, at the election of the required lenders, the applicable interest on any outstanding principal amount of the Term Loan would increase by 200 basis points.
Publicly Issued Unsecured Notes Payable. At December 31, 2009, the Company had outstanding publicly issued unsecured notes as follows:
($ in millions)
|
Amount | Maturity Date | ||||||
---|---|---|---|---|---|---|---|---|
6.625% Notes due 2011 |
$ | 319.9 | July 15, 2011 | |||||
6.000% Notes due 2012 |
195.6 | April 1, 2012 | ||||||
6.875% Notes due 2047 |
230.0 | April 15, 2047 | ||||||
Total |
$ | 745.5 | ||||||
51
The 6.625% Notes due 2011 and the 6.000% Notes due 2012 require payment of interest only semi-annually, and all principal is due upon maturity. The Company has the option to redeem these notes in whole or in part, together with a redemption premium, as stipulated in the notes.
The 6.875% Notes due 2047 require payment of interest only quarterly, and all principal is due upon maturity. These notes are redeemable in whole or in part at any time or from time to time on or after April 15, 2012, at par and upon the occurrence of certain tax events as stipulated in the notes.
The Company has certain financial and operating covenants that are required by the publicly issued unsecured notes payable. The Company is not permitted to issue indebtedness unless immediately after such issuance the Company has asset coverage of all outstanding indebtedness of at least 200% as required by the 1940 Act, as amended. At December 31, 2009, the Company's asset coverage ratio was 180%.
Scheduled Maturities. Scheduled future maturities of notes payable at December 31, 2009, were as follows:
|
Amount Maturing | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
($ in millions)
Year |
Privately
Issued Unsecured Notes Payable |
Publicly
Issued Unsecured Notes Payable |
Total | ||||||||
2010 |
$ | 86.0 | $ | | $ | 86.0 | |||||
2011 |
253.8 | 319.9 | 573.7 | ||||||||
2012 |
333.4 | 195.6 | 529.0 | ||||||||
2013 |
| | | ||||||||
2014 |
| | | ||||||||
Thereafter |
| 230.0 | 230.0 | ||||||||
Total |
$ | 673.2 | $ | 745.5 | $ | 1,418.7 | |||||
Fair Value of Debt
The Company records debt at cost. The fair value of the Company's outstanding debt was approximately $1.3 billion and $1.4 billion at December 31, 2009 and 2008, respectively. The fair value of the Company's publicly issued 6.875% Notes due 2047 was determined using the market price of the retail notes at December 31, 2009. The fair value of the Company's other debt was determined based on market interest rates for similar instruments as of the balance sheet date.
Note 5. Guarantees and Commitments
In the ordinary course of business, the Company has issued guarantees through financial intermediaries on behalf of certain portfolio companies. As of December 31, 2009 and 2008, the Company had issued guarantees of debt and rental obligations aggregating $9.1 million and $19.2 million, respectively. Under these arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations.
As of December 31, 2009, the guarantees expired as follows:
(in millions)
|
Total | 2010 | 2011 | 2012 | 2013 | 2014 |
After
2014 |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Guarantees |
$ | 9.1 | $ | 8.2 | $ | | $ | 0.1 | $ | | $ | | $ | 0.8 |
52
In the ordinary course of business, the Company enters into agreements with service providers and other parties that may contain provisions for the Company to indemnify and guaranty certain minimum fees to such parties under certain circumstances.
At December 31, 2009, the Company had outstanding investment commitments totaling $153.8 million.
Note 6. Shareholders' Equity
Sales of common stock for the years ended December 31, 2009, 2008, and 2007, were as follows:
(in millions)
|
2009 | 2008 | 2007 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Number of common shares |
| 20.5 | 6.6 | ||||||||
Gross proceeds |
| $ | 417.1 | $ | 177.7 | ||||||
Less costs, including underwriting fees |
| (14.6 | ) | (6.4 | ) | ||||||
Net proceeds |
| $ | 402.5 | $ | 171.3 | ||||||
The Company issued 1.2 million and 0.6 million shares of common stock upon the exercise of stock options during the years ended December 31, 2009, and 2007, respectively. There were no stock options exercised in the year ended December 31, 2008. In addition, in July 2007, the Company issued 1.7 million unregistered shares of common stock upon the cancellation of stock options pursuant to a tender offer. See Note 9.
The Company has a dividend reinvestment plan, whereby the Company may buy shares of its common stock in the open market or issue new shares in order to satisfy dividend reinvestment requests. If the Company issues new shares, the issue price is equal to the average of the closing sale prices reported for the Company's common stock for the five consecutive trading days immediately prior to the dividend payment date. The Company cannot issue new shares at a price below net asset value. Dividend reinvestment plan activity for the years ended December 31, 2009, 2008, and 2007, was as follows:
(in millions, except per share amounts)
|
2009 | 2008 | 2007 | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Shares issued |
| 0.2 | 0.6 | |||||||
Average price per share |
$ | | $ | 19.49 | $ | 27.40 | ||||
Shares purchased by plan agent for shareholders |
|
1.8 |
|
|||||||
Average price per share |
$ | | $ | 6.09 | $ | |
Note 7. Earnings Per Common Share
Earnings per common share for the years ended December 31, 2009, 2008, and 2007, were as follows:
(in millions, except per share amounts)
|
2009 | 2008 | 2007 | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Net increase (decrease) in net assets resulting from operations |
$ | (521.5 | ) | $ | (1,040.0 | ) | $ | 153.3 | ||
Weighted average common shares outstandingbasic |
179.0 | 173.0 | 152.9 | |||||||
Dilutive options outstanding |
| | 1.8 | |||||||
Weighted average common shares outstandingdiluted |
179.0 | 173.0 | 154.7 | |||||||
Basic earnings (loss) per common share |
$ | (2.91 | ) | $ | (6.01 | ) | $ | 1.00 | ||
Diluted earnings (loss) per common share |
$ | (2.91 | ) | $ | (6.01 | ) | $ | 0.99 | ||
53
Note 8. Employee Compensation Plans
For 2009, the Company accrued $7.5 million in bonuses and $0.3 million in performance awards as compared to $1.0 million in bonuses and $11.2 million in performance awards accrued in 2008. In order to retain key personnel through the closing date of the merger with Ares Capital, the Company will pay the 2009 bonuses as retention bonuses on the earlier of April 15, 2010 or the closing date of the merger with Ares Capital. An employee must be employed on the payment date in order to receive the retention bonus.
The Company had an Individual Performance Award plan ("IPA"), and an Individual Performance Bonus plan ("IPB", each individually a "Plan," or collectively, the "Plans") for 2008 and 2007. These Plans generally were determined annually at the beginning of each year but may have been adjusted throughout the year. In 2008, the IPA was paid in cash in two equal installments during the year. Through December 31, 2007, the IPA amounts were contributed into a trust and invested in the Company's common stock. The IPB was distributed in cash to award recipients throughout the year (beginning in February of each respective year) as long as the recipient remained employed by the Company. The Company did not establish an IPA or IPB for 2009 or 2010.
The trusts for the IPA payments were consolidated with the Company's accounts. The common stock was classified as common stock held in deferred compensation trust in the accompanying financial statements and the deferred compensation obligation, which represented the amount owed to the employees, was included in other liabilities. Changes in the value of the Company's common stock held in the deferred compensation trust were not recognized. However, the liability was marked to market with a corresponding charge or credit to employee compensation expense.
In December 2007, the Company's Board of Directors made a determination that it was in the best interests of the Company to terminate its deferred compensation arrangements. The Board of Directors' decision primarily was in response to increased complexity resulting from recent changes in the regulation of deferred compensation arrangements, and the accounts under these Plans were distributed to participants in full on March 18, 2008, the termination and distribution date.
The accounts under the deferred compensation arrangements totaled $52.5 million at December 31, 2007. The balances on the termination date were distributed to participants in March 2008 subsequent to the termination date in accordance with the transition rule for payment elections under Section 409A of the Code. Distributions from the plans were made in cash or shares of the Company's common stock, net of required withholding taxes.
The Company did not establish an IPA or IPB for 2009. The IPA and IPB expenses are included in employee expenses and for the years ended December 31, 2008 and 2007, were as follows:
($ in millions)
|
2008 | 2007 | ||||||
---|---|---|---|---|---|---|---|---|
IPA contributions |
$ | 8.5 | $ | 9.8 | ||||
IPA mark to market expense (benefit) |
(4.1 | ) | (14.0 | ) | ||||
Total IPA expense (benefit) |
$ | 4.4 | $ | (4.2 | ) | |||
Total IPB expense |
$ | 8.8 | $ | 9.5 | ||||
Note 9. Stock Option Plan
The purpose of the stock option plan ("Option Plan") is to provide officers and non-officer directors of the Company with additional incentives. Options are exercisable at a price equal to the fair market value of the shares on the day the option is granted. Each option states the period or periods of time within which the option may be exercised by the optionee, which may not exceed ten years
54
from the date the option is granted. The options granted to officers generally vest ratably over up to a three year period. Options granted to non-officer directors vest on the grant date.
All rights to exercise options terminate 60 days after an optionee ceases to be (i) a non-officer director, (ii) both an officer and a director, if such optionee serves in both capacities, or (iii) an officer (if such officer is not also a director) of the Company for any cause other than death or total and permanent disability. In the event of a change of control of the Company, all outstanding options will become fully vested and exercisable as of the change of control.
At December 31, 2009, 2008 and 2007, there were 37.2 million shares authorized under the Option Plan.
On July 18, 2007, the Company completed a tender offer related to the Company's offer to all optionees who held vested "in-the-money" stock options as of June 20, 2007, the opportunity to receive an option cancellation payment ("OCP") equal to the "in-the-money" value of the stock options cancelled, determined using the Weighted Average Market Price of $31.75, which would be paid one-half in cash and one-half in unregistered shares of the Company's common stock. The Company accepted for cancellation 10.3 million vested options, which in the aggregate had a weighted average exercise price of $21.50. This resulted in a total option cancellation payment of approximately $105.6 million, of which $52.8 million was paid in cash and $52.8 million was paid through the issuance of 1.7 million unregistered shares of the Company's common stock, determined using the Weighted Average Market Price of $31.75. The Weighted Average Market Price represented the volume weighted average price of the Company's common stock over the fifteen trading days preceding the first day of the offer period, or June 20, 2007. See Note 2Stock Compensation Plans.
At December 31, 2009 and 2008, the number of shares available to be granted under the Option Plan was 6.0 million and 9.5 million, respectively.
55
Information with respect to options granted, exercised and forfeited under the Option Plan for the years ended December 31, 2009, 2008, and 2007, was as follows:
(in millions, except per share amounts)
|
Shares |
Weighted
Average Exercise Price Per Share |
Weighted
Average Contractual Remaining Term (Years) |
Aggregate
Intrinsic Value at December 31, 2009 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Options outstanding at January 1, 2007 |
23.2 | $ | 24.92 | ||||||||||
Granted |
6.7 | $ | 29.52 | ||||||||||
Exercised |
(0.6 | ) | $ | 25.25 | |||||||||
Cancelled in tender offer(1) |
(10.3 | ) | $ | 21.50 | |||||||||
Forfeited |
(0.5 | ) | $ | 28.96 | |||||||||
Options outstanding at December 31, 2007 |
18.5 | $ | 28.36 | ||||||||||
Granted |
7.7 | $ | 22.52 | ||||||||||
Exercised |
| $ | | ||||||||||
Forfeited |
(6.5 | ) | $ | 26.87 | |||||||||
Options outstanding at December 31, 2008 |
19.7 | $ | 26.56 | ||||||||||
Granted |
11.5 | $ | 0.88 | ||||||||||
Exercised |
(1.3 | ) | $ | 0.73 | |||||||||
Forfeited |
(8.0 | ) | $ | 22.85 | |||||||||
Options outstanding at December 31, 2009 |
21.9 | $ | 15.94 | 5.34 | $ | 24.5 | |||||||
Exercisable at December 31, 2009(2) |
12.6 | $ | 22.35 | 4.95 | $ | 6.8 | |||||||
Exercisable and expected to be exercisable at December 31, 2009(3) |
21.4 | $ | 16.35 | 5.31 | $ | 22.9 | |||||||
The fair value of the shares vested during the years ended December 31, 2009, 2008, and 2007, was $8.2 million, $13.5 million, and $21.6 million, respectively. The total intrinsic value of the options exercised during the years ended December 31, 2009, and 2007, was $3.3 million, and $2.7 million, respectively. There were no options exercised during the year ended December 31, 2008.
The following table summarizes information about stock options outstanding at December 31, 2009:
|
Outstanding | Exercisable | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Range of Exercise Prices
|
Total
Number Outstanding (in millions) |
Weighted
Average Remaining Contractual Life (Years) |
Weighted
Average Exercise Price |
Total
Number Exercisable (in millions) |
Weighted
Average Exercise Price |
|||||||||||
$0.73 |
8.2 | 6.17 | $ | 0.73 | 2.3 | $ | 0.73 | |||||||||
$2.63 |
0.9 | 6.22 | $ | 2.63 | 0.2 | $ | 2.63 | |||||||||
$14.28 - $29.58 |
12.5 | 4.79 | $ | 26.45 | 9.8 | $ | 27.51 | |||||||||
$30.00 - $30.52 |
0.3 | 3.18 | $ | 30.26 | 0.3 | $ | 30.26 | |||||||||
|
21.9 | 5.34 | $ | 15.94 | 12.6 | $ | 22.35 | |||||||||
56
Notes Receivable from the Sale of Common Stock
As a BDC under the 1940 Act, the Company is entitled to provide and has provided loans to the Company's officers in connection with the exercise of options. However, as a result of provisions of the Sarbanes-Oxley Act of 2002, the Company is prohibited from making new loans to its executive officers. The outstanding loans are full recourse, have varying terms not exceeding ten years, bear interest at the applicable federal interest rate in effect at the date of issue and have been recorded as a reduction to shareholders' equity. At December 31, 2009 and 2008, the Company had outstanding loans to officers of $0.3 million and $1.1 million, respectively. Officers with outstanding loans repaid principal of $0.8 million, $1.6 million, and $0.2 million, for the years ended December 31, 2009, 2008, and 2007, respectively. The Company recognized a nominal amount of interest income from these loans during the years ended December 31, 2009 and 2008, and recognized $0.1 million during the year ended December 31, 2007. This interest income is included in interest and dividends for companies less than 5% owned.
Note 10. Dividends and Distributions and Taxes
For the years ended December 31, 2009, 2008, and 2007, the Company's Board of Directors declared the following distributions:
|
2009 | 2008 | 2007 | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in millions, except per share amounts)
|
Total
Amount |
Total
Per Share |
Total
Amount |
Total
Per Share |
Total
Amount |
Total
Per Share |
||||||||||||||
First quarter |
$ | | $ | | $ | 108.1 | $ | 0.65 | $ | 95.8 | $ | 0.63 | ||||||||
Second quarter |
| | 116.1 | 0.65 | 97.6 | 0.64 | ||||||||||||||
Third quarter |
| | 116.1 | 0.65 | 100.3 | 0.65 | ||||||||||||||
Fourth quarter |
| | 116.2 | 0.65 | 102.6 | 0.65 | ||||||||||||||
Extra dividend |
| | | | 11.0 | 0.07 | ||||||||||||||
Total distributions to common shareholders |
$ | | $ | | $ | 456.5 | $ | 2.60 | $ | 407.3 | $ | 2.64 | ||||||||
For income tax purposes, distributions for 2008 and 2007, were composed of the following:
|
2008 | 2007 | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in millions, except per share amounts)
|
Total
Amount |
Total
Per Share |
Total
Amount |
Total
Per Share |
||||||||||
Ordinary income(1)(2) |
$ | 104.0 | $ | 0.59 | $ | 126.7 | $ | 0.82 | ||||||
Long-term capital gains |
352.5 | 2.01 | 280.6 | 1.82 | ||||||||||
Total distributions to common shareholders |
$ | 456.5 | $ | 2.60 | $ | 407.3 | $ | 2.64 | ||||||
57
The following table summarizes the differences between financial statement net increase (decrease) in net assets resulting from operations and taxable income available for distribution to shareholders for the years ended December 31, 2009, 2008, and 2007:
($ in millions)
|
2009 | 2008 | 2007 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(ESTIMATED)(1)
|
|
|
|||||||||
Financial statement net increase (decrease) in net assets resulting from operations |
$ | (521.5 | ) | $ | (1,040.0 | ) | $ | 153.3 | ||||
Adjustments: |
||||||||||||
Net change in unrealized appreciation or depreciation |
176.7 | 1,123.8 | 256.2 | |||||||||
Interest- and dividend-related items |
26.9 | (5.3 | ) | 13.8 | ||||||||
Employee compensation-related items |
1.9 | 1.2 | 0.7 | |||||||||
Nondeductible excise tax |
| (0.6 | ) | 16.3 | ||||||||
Debt issuance cost related items |
50.2 | | | |||||||||
Realized gains recognized (deferred) through installment treatment |
173.3 | 18.3 | (13.0 | ) | ||||||||
Other gain or loss related items |
48.1 | (91.7 | ) | (10.2 | ) | |||||||
Net income (loss) from partnerships and limited liability companies(2) |
(1.7 | ) | (4.6 | ) | (22.7 | ) | ||||||
Net capital loss carryforward |
18.5 | 37.9 | | |||||||||
Net (income) loss from consolidated subsidiaries, net of tax |
(5.4 | ) | 2.1 | 2.7 | ||||||||
Other |
0.1 | (0.7 | ) | 0.7 | ||||||||
Taxable income (loss) |
$ | (32.9 | ) | $ | 40.4 | $ | 397.8 | |||||
Taxable income or loss generally differs from net income or loss for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as gains or losses are not included in taxable income until they are realized. As a RIC, the Company may not use net operating losses ("NOLs") to offset positive taxable income earned in preceding or succeeding taxable years. However, capital losses in excess of capital gains earned in a tax year may be carried forward and used to offset capital gains in the eight succeeding tax years. The Company estimates that, as of December 31, 2009, it will have a capital loss carryforward of approximately $56.4 million available for use in later tax years.
The Company must distribute at least 90% of its investment company taxable income to qualify for pass-through tax treatment and maintain its RIC status. The Company has distributed sufficient dividends to eliminate taxable income. Dividends declared and paid by the Company in a year generally differ from taxable income for that year as such dividends may include the distribution of current year taxable income, less amounts carried over into the following year, and the distribution of prior year taxable income carried over into and distributed in the current year.
The Company currently estimates that it has a net taxable loss for 2009. This taxable loss for 2009 is an estimate and will not be finally determined until the Company files its 2009 tax return in September 2010. Because the Company had a net taxable loss in 2009, no distribution was required or
58
made for 2009. For income tax purposes, distributions for 2008 and 2007, were made from taxable income as follows:
($ in millions)
|
2008 | 2007 | ||||||
---|---|---|---|---|---|---|---|---|
Taxable income (loss) |
$ | 40.4 | $ | 397.8 | ||||
Taxable income earned in prior year and carried forward and distributed in current year |
393.3 | 402.8 | ||||||
Taxable income earned in current year and carried forward for distribution in next year |
| (393.3 | ) | |||||
Distributions from accumulated earnings |
22.8 | | ||||||
Total distributions to common shareholders |
$ | 456.5 | $ | 407.3 | ||||
The Company generally will be required to pay an excise tax equal to 4% of the amount by which 98% of the Company's annual taxable income exceeds the distributions for the year. In 2007 annual taxable income was in excess of the Company's dividend distributions from such taxable income for that year, and accordingly, the Company had an excise tax expense of $16.3 million on the excess taxable income carried forward. As of December 31, 2009 the Company had no dividend distribution requirement for the 2009 tax year, therefore, it has not recorded an excise tax for the year ended December 31, 2009. In certain circumstances, the Company is restricted in its ability to pay dividends. The Company's outstanding Term Loan contains provisions that limit the amount of dividends the Company can pay. In addition, pursuant to the 1940 Act, the Company may be precluded from declaring dividends or other distributions to its shareholders unless the Company's asset coverage is at least 200%.
The Company currently estimates that it has cumulative deferred taxable income related to installment sale gains of approximately $44.4 million as of December 31, 2009. These gains have been recognized for financial reporting purposes in the respective years they were realized, but are generally deferred for tax purposes until the notes or other amounts received from the sale of the related investments are collected in cash. The recognition of installment sales gains as of December 31, 2009 are estimates and will not be finally determined until the Company files its 2009 tax return in September 2010.
At December 31, 2009 and 2008, the aggregate gross unrealized appreciation of the Company's investments above cost for federal income tax purposes was $112.8 million (estimated) and $346.5 million, respectively. At December 31, 2009 and 2008, the aggregate gross unrealized depreciation of the Company's investments below cost for federal income tax purposes was $1.5 billion (estimated) and $1.4 billion, respectively. The Company's investments as compared to cost for federal income tax purposes was net unrealized depreciation of $1.4 billion (estimated) and $1.1 billion at December 31, 2009 and 2008, respectively. At December 31, 2009 and 2008, the aggregate cost of securities, for federal income tax purposes was $3.5 billion (estimated) and $4.5 billion, respectively.
The Company's consolidated subsidiary, AC Corp, is subject to federal and state income taxes. For the years ended December 31, 2009, 2008, and 2007, AC Corp's income tax expense (benefit) was $5.6 million, $3.1 million, and $(2.7) million, respectively. For the year ended December 31, 2009 and 2008, paid in capital was decreased by $3.8 million and $3.0 million, respectively, primarily for the reduction of the deferred tax asset related to stock options that expired unexercised.
The net deferred tax asset at December 31, 2009, was $12.7 million, consisting of deferred tax assets of $13.0 million and deferred tax liabilities of $0.3 million. The net deferred tax asset at December 31, 2008, was $15.0 million, consisting of deferred tax assets of $32.2 million and deferred tax liabilities of $17.2 million. At December 31, 2009, the deferred tax assets primarily related to compensation-related items. Management believes that the realization of the net deferred tax asset is
59
more likely than not based on expectations as to future taxable income and scheduled reversals of temporary differences. Accordingly, the Company did not record a valuation allowance at December 31, 2009 or 2008.
Note 11. Cash
The Company places its cash with financial institutions and, at times, cash held in checking accounts in financial institutions may be in excess of the Federal Deposit Insurance Corporation insured limit.
At December 31, 2009 and 2008, cash consisted of the following:
($ in millions)
|
2009 | 2008 | ||||||
---|---|---|---|---|---|---|---|---|
Cash |
$ | 21.7 | $ | 51.9 | ||||
Less escrows held |
(1.0 | ) | (1.5 | ) | ||||
Total cash |
$ | 20.7 | $ | 50.4 | ||||
Note 12. Supplemental Disclosure of Cash Flow Information
The Company paid interest of $157.7 million, $161.0 million, and $123.5 million, respectively, for the years ended December 31, 2009, 2008, and 2007. The Company paid income taxes, including excise taxes (net of refunds), of $9.9 million, $10.1 million and $18.8 million for the years ended December 31, 2009, 2008 and 2007, respectively.
Non-cash operating activities for the years ended December 31, 2009, 2008 and 2007, totaled $86.8 million, $117.8 million, and $142.2 million, respectively. Non-cash operating activities included the exchange of existing debt securities and accrued interest for new debt and equity securities. Non-cash financing activities for the year ended December 31, 2009 totaled $891.0 million as a result of the refinancing of privately issued unsecured debt with new privately issued secured debt. Non-cash financing activities included the issuance of common stock in lieu of cash distributions totaling $3.8 million and $17.1 million, for the years ended December 31, 2008 and 2007, respectively. Non-cash financing activities for the year ended December 31, 2007, also included the payment of one-half of the value of the option cancellation payment in connection with the tender offer, or $52.8 million, through the issuance of 1.7 million unregistered shares of the Company's common stock. See Notes 2 and 9.
60
Note 13. Financial Highlights
|
At and for the Years
Ended December 31, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2009 | 2008 | 2007 | |||||||||
Per Common Share Data |
||||||||||||
Net asset value, beginning of year |
$ | 9.62 | $ | 17.54 | $ | 19.12 | ||||||
Net investment income(1) |
0.31 | 1.22 | 0.91 | |||||||||
Net realized gains (losses)(1)(2) |
(2.02 | ) | (0.75 | ) | 1.74 | |||||||
Net investment income plus net realized gains (losses)(1) |
(1.71 | ) | 0.47 | 2.65 | ||||||||
Net change in unrealized appreciation or depreciation(1)(2) |
(0.98 | ) | (6.49 | ) | (1.66 | ) | ||||||
Gain on repurchase of debt(1) |
0.47 | 0.01 | | |||||||||
Loss on extinguishment of debt(1) |
(0.69 | ) | | | ||||||||
Net increase (decrease) in net assets resulting from operations(1) |
(2.91 | ) | (6.01 | ) | 0.99 | |||||||
Decrease in net assets from shareholder distributions |
| (2.60 | ) | (2.64 | ) | |||||||
Net increase (decrease) in net assets from capital share transactions(1)(3) |
(0.05 | ) | 0.69 | 0.41 | ||||||||
Decrease in net assets from cash portion of the option cancellation payment(1)(4) |
| | (0.34 | ) | ||||||||
Net asset value, end of year |
$ | 6.66 | $ | 9.62 | $ | 17.54 | ||||||
Market value, end of year |
$ | 3.61 | $ | 2.69 | $ | 21.50 | ||||||
Total return(5) |
34.2 | % | (82.5 | )% | (27.6 | )% |
|
At and for the Years
Ended December 31, |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
2009 | 2008 | 2007 | |||||||
Ratios and Supplemental Data
|
||||||||||
Ending net assets |
$ | 1,198.2 | $ | 1,718.4 | $ | 2,771.8 | ||||
Common shares outstanding at end of year |
179.9 | 178.7 | 158.0 | |||||||
Diluted weighted average common shares outstanding |
179.0 | 173.0 | 154.7 | |||||||
Employee, employee stock option and administrative expenses/average net assets |
6.12 | % | 5.47 | % | 6.10 | % | ||||
Total operating expenses/average net assets |
18.86 | % | 11.39 | % | 10.70 | % | ||||
Income tax expense including excise tax/average net assets |
0.41 | % | 0.10 | % | 0.47 | % | ||||
Net investment income/average net assets |
4.07 | % | 8.43 | % | 4.91 | % | ||||
Net increase (decrease) in net assets resulting from operations/average net assets |
(38.18 | )% | (41.34 | )% | 5.34 | % | ||||
Portfolio turnover rate |
4.80 | % | 24.00 | % | 26.84 | % | ||||
Average debt outstanding |
$ | 1,753.7 | $ | 2,091.6 | $ | 1,924.2 | ||||
Average debt per share(1) |
$ | 9.80 | $ | 12.09 | $ | 12.44 |
61
Note 14. Selected Quarterly Data (Unaudited)
|
2009 | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Qtr. 1 | Qtr. 2 | Qtr. 3 | Qtr. 4 | |||||||||
Total interest and related portfolio income |
$ | 95.2 | $ | 84.6 | $ | 72.4 | $ | 66.4 | |||||
Net investment income |
$ | 27.5 | $ | 18.2 | $ | 9.6 | $ | 0.2 | |||||
Net increase (decrease) in net assets resulting from operations |
$ | (347.7 | ) | $ | (29.1 | ) | $ | (140.7 | ) | $ | (4.1 | ) | |
Basic earnings (loss) per common share |
$ | (1.95 | ) | $ | (0.16 | ) | $ | (0.79 | ) | $ | (0.02 | ) | |
Diluted earnings (loss) per common share |
$ | (1.95 | ) | $ | (0.16 | ) | $ | (0.79 | ) | $ | (0.02 | ) |
|
2008 | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in millions, except per share amounts)
|
Qtr. 1 | Qtr. 2 | Qtr. 3 | Qtr. 4 | |||||||||
Total interest and related portfolio income |
$ | 144.9 | $ | 134.6 | $ | 120.7 | $ | 100.9 | |||||
Net investment income |
$ | 69.5 | $ | 63.9 | $ | 45.6 | $ | 33.0 | |||||
Net increase (decrease) in net assets resulting from operations |
$ | (40.7 | ) | $ | (102.2 | ) | $ | (318.3 | ) | $ | (578.8 | ) | |
Basic earnings (loss) per common share |
$ | (0.25 | ) | $ | (0.59 | ) | $ | (1.78 | ) | $ | (3.24 | ) | |
Diluted earnings (loss) per common share |
$ | (0.25 | ) | $ | (0.59 | ) | $ | (1.78 | ) | $ | (3.24 | ) |
Note 15. Litigation
On June 23, 2004, the Company was notified by the SEC that the SEC was conducting an informal investigation of the Company. The investigation related to the valuation of securities in the Company's private finance portfolio and other matters. On June 20, 2007, the Company announced that it entered into a settlement with the SEC that resolved the SEC's informal investigation. As part of the settlement and without admitting or denying the SEC's allegations, the Company agreed to the entry of an administrative order. In the order the SEC alleged that, between June 30, 2001, and March 31, 2003, the Company did not maintain books, records and accounts which, in reasonable detail, supported or accurately and fairly reflected valuations of certain securities in the Company's private finance portfolio and, as a result, did not meet certain recordkeeping and internal controls provisions of the federal securities laws. In the administrative order, the SEC ordered the Company to continue to maintain certain of its current valuation-related controls. Specifically, during and following the two-year period of the order, the Company has: (1) continued to employ a Chief Valuation Officer, or a similarly structured officer-level employee, to oversee its quarterly valuation processes; and (2) continued to employ third-party valuation consultants to assist in its quarterly valuation processes.
On December 22, 2004, the Company received letters from the U.S. Attorney for the District of Columbia requesting the preservation and production of information regarding the Company and Business Loan Express, LLC (currently known as Ciena Capital LLC) in connection with a criminal investigation relating to matters similar to those investigated by and settled with the SEC as discussed above. The Company produced materials in response to the requests from the U.S. Attorney's office and certain current and former employees were interviewed by the U.S. Attorney's Office. The Company has voluntarily cooperated with the investigation.
In late December 2006, the Company received a subpoena from the U.S. Attorney for the District of Columbia requesting, among other things, the production of records regarding the use of private investigators by the Company or its agents. The Board established a committee, which was advised by its own counsel, to review this matter. In the course of gathering documents responsive to the subpoena, the Company became aware that an agent of the Company obtained what were represented to be telephone records of David Einhorn and which purport to be records of calls from Greenlight Capital during a period of time in 2005. Also, while the Company was gathering documents responsive
62
to the subpoena, allegations were made that the Company's management had authorized the acquisition of these records and that management was subsequently advised that these records had been obtained. The Company's management has stated that these allegations are not true. The Company has cooperated fully with the inquiry by the U.S. Attorney's Office.
On February 26, 2007, Dana Ross filed a class action complaint in the U.S. District Court for the District of Columbia in which she alleges that Allied Capital Corporation and certain members of management violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Thereafter, the court appointed new lead counsel and approved new lead plaintiffs. On July 30, 2007, plaintiffs served an amended complaint. Plaintiffs claim that, between November 7, 2005, and January 22, 2007, Allied Capital either failed to disclose or misrepresented information about its portfolio company, Business Loan Express, LLC. Plaintiffs sought unspecified compensatory and other damages, as well as other relief. On September 13, 2007, the Company filed a motion to dismiss the lawsuit. On November 4, 2009, the motion to dismiss was granted.
A number of lawsuits have been filed against the Company, its Board of Directors and Ares Capital Corporation. These include: (1) In re Allied Capital Corporation Shareholder Litigation, Case No. 322639-V (Circuit Court for Montgomery County, Maryland); (2) Sandler v. Walton, et al., Case No. 2009 CA 008123 B (Superior Court for the District of Columbia); (3) Wienecki v. Allied Capital Corporation, et al., Case No. 2009 CA 008541 B (Superior Court for the District of Columbia); and (4) Ryan v. Walton, et al., Case No. 1:10-CV-00145-RMC (United States District Court for the District of Columbia). The suits were filed after the announcement of the merger with Ares Capital on October 26, 2009 either as putative stockholder class actions, shareholder derivative actions or both. All of the actions assert similar claims alleging that the Company's Board of Directors failed to discharge adequately its fiduciary duties to shareholders by failing to adequately value the Company's shares and ensure that the Company's shareholders received adequate consideration in a proposed sale of Allied Capital to Ares Capital Corporation, that the proposed merger between the Company and Ares Capital is the product of a flawed sales process, that the Company's directors and officers breached their fiduciary duties by agreeing to a structure that was not designed to maximize the value of Allied's shares, and that Ares Capital aided and abetted the alleged breach of fiduciary duty. The plaintiffs demand, among other things, a preliminary and permanent injunction enjoining the sale and rescinding the transaction or any part thereof that has been implemented. The Company believes that each of the lawsuits is without merit.
In addition, the Company is party to certain lawsuits in the normal course of business. Furthermore, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies. For a discussion of civil investigations being conducted regarding the lending practice of Ciena Capital LLC, a portfolio company of the Company, see "Note 3, PortfolioCiena Capital LLC."
While the outcome of any of the open legal proceedings described above cannot at this time be predicted with certainty, the Company does not expect these matters will materially affect its financial condition or results of operations.
63
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
|
|
Amount of Interest
or Dividends |
|
|
|
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
PRIVATE FINANCE
Portfolio Company (in thousands) |
Investment(1) |
Credited
to Income(6) |
Other(2) |
December 31,
2008 Value |
Gross
Additions(3) |
Gross
Reductions(4) |
December 31,
2009 Value |
|||||||||||||||
Companies More Than 25% Owned |
||||||||||||||||||||||
AGILE Fund I, LLC |
Equity Interests |
$ |
497 |
$ |
44 |
$ |
(92 |
) |
$ |
449 |
||||||||||||
(Private Equity Fund) |
||||||||||||||||||||||
AllBridge Financial, LLC |
Senior Loan |
$ |
44 |
|
1,500 |
|
1,500 |
|||||||||||||||
(Asset Management) |
Equity Interests | 10,960 | 6,926 | (2,081 | ) | 15,805 | ||||||||||||||||
Allied Capital Senior Debt Fund, L.P. |
Limited Partnership |
31,800 |
|
(31,800 |
) |
|
||||||||||||||||
(Private Debt Fund) |
Interests | |||||||||||||||||||||
Avborne, Inc. |
Preferred Stock |
942 |
|
(942 |
) |
|
||||||||||||||||
(Business Services) |
Common Stock | | 39 | | 39 | |||||||||||||||||
Avborne Heavy Maintenance, Inc. |
Common Stock |
|
|
|
|
|||||||||||||||||
(Business Services) |
||||||||||||||||||||||
Aviation Properties Corporation |
Common Stock |
|
30 |
(30 |
) |
|
||||||||||||||||
(Business Services) |
||||||||||||||||||||||
Border Foods, Inc. |
Senior Loan |
5,618 |
33,027 |
2,956 |
(1,857 |
) |
34,126 |
|||||||||||||||
(Consumer Products) |
Preferred Stock | 11,851 | 9,050 | | 20,901 | |||||||||||||||||
|
Common Stock | | 9,663 | | 9,663 | |||||||||||||||||
Calder Capital Partners, LLC |
Senior Loan(5) |
953 |
3,542 |
(4,495 |
) |
|
||||||||||||||||
(Asset Management) |
Equity Interests | | 2,454 | (2,454 | ) | | ||||||||||||||||
Callidus Capital Corporation |
Subordinated Debt |
3,086 |
16,068 |
5,714 |
(2,674 |
) |
19,108 |
|||||||||||||||
(Asset Management) |
Common Stock | 34,377 | | (34,377 | ) | | ||||||||||||||||
Ciena Capital LLC |
Senior Loan(5) |
104,883 |
|
(4,832 |
) |
100,051 |
||||||||||||||||
(Financial Services) |
Class B Equity Interests | | 3,504 | (3,504 | ) | | ||||||||||||||||
|
Class C Equity Interests | | | | | |||||||||||||||||
CitiPostal Inc. |
Senior Loan |
30 |
681 |
2 |
|
683 |
||||||||||||||||
(Business Services) |
Unitranche Debt | 6,304 | 51,548 | 566 | (1,481 | ) | 50,633 | |||||||||||||||
|
Subordinated Debt | 1,635 | 9,114 | 1,571 | | 10,685 | ||||||||||||||||
|
Common Stock | 8,616 | | (7,184 | ) | 1,432 | ||||||||||||||||
Coverall North America, Inc. |
Unitranche Debt |
3,890 |
31,948 |
33 |
(408 |
) |
31,573 |
|||||||||||||||
(Business Services) |
Subordinated Debt | 860 | 5,549 | 6 | | 5,555 | ||||||||||||||||
|
Common Stock | 17,968 | 1 | (6,583 | ) | 11,386 | ||||||||||||||||
CR Holding, Inc. |
Subordinated Debt(5) |
17,360 |
23,150 |
(40,510 |
) |
|
||||||||||||||||
(Consumer Products) |
Common Stock | | 28,744 | (28,744 | ) | | ||||||||||||||||
Crescent Equity Corp. |
Senior Loan |
44 |
433 |
|
|
433 |
||||||||||||||||
(Business Services) |
Subordinated Debt(5) | 74 | $ | 245 | 18,614 | 85 | (14,567 | ) | 4,132 | |||||||||||||
|
Common Stock | 4,580 | 2,253 | (6,833 | ) | | ||||||||||||||||
Direct Capital Corporation |
Senior Loan(5) |
|
8,744 |
|
8,744 |
|||||||||||||||||
(Financial Services) |
Subordinated Debt(5) | 13,530 | | (6,733 | ) | 6,797 | ||||||||||||||||
|
Common Stock | | | | |
See related footnotes at the end of this schedule.
64
|
|
Amount of Interest
or Dividends |
|
|
|
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
PRIVATE FINANCE
Portfolio Company (in thousands) |
Investment(1) |
Credited
to Income(6) |
Other(2) |
December 31,
2008 Value |
Gross
Additions(3) |
Gross
Reductions(4) |
December 31,
2009 Value |
|||||||||||||||
Financial Pacific Company |
Subordinated Debt | $ | 9,462 | $ | 62,189 | $ | 40 | $ | (27,449 | ) | $ | 34,780 | ||||||||||
(Financial Services) |
Preferred Stock | | | | | |||||||||||||||||
|
Common Stock | | | | | |||||||||||||||||
ForeSite Towers, LLC |
Equity Interest |
889 |
|
(889 |
) |
|
||||||||||||||||
(Tower Leasing) |
||||||||||||||||||||||
Global Communications, LLC |
Senior Loan |
1,335 |
|
(1,335 |
) |
|
||||||||||||||||
(Business Services) |
||||||||||||||||||||||
HCI Equity,LLC |
Equity Interests |
|
1,100 |
(223 |
) |
877 |
||||||||||||||||
(Private Equity Fund) |
||||||||||||||||||||||
Hot Light Brands, Inc. |
Senior Loan(5) |
13,678 |
51 |
(4,613 |
) |
9,116 |
||||||||||||||||
(Retail) |
Common Stock | | | | | |||||||||||||||||
Hot Stuff Foods, LLC |
Senior Loan |
1,969 |
42,378 |
11,219 |
(8,900 |
) |
44,697 |
|||||||||||||||
(Real Estate) |
Subordinated Debt(5) | | 48,240 | | 48,240 | |||||||||||||||||
|
Common Stock | | | | | |||||||||||||||||
Huddle House, Inc. |
Subordinated Debt |
5,673 |
57,067 |
1,114 |
(38,535 |
) |
19,646 |
|||||||||||||||
(Retail) |
Common Stock | 20,922 | 1 | (17,004 | ) | 3,919 | ||||||||||||||||
IAT Equity, LLC and Affiliates |
||||||||||||||||||||||
d/b/a Industrial Air Tool |
Subordinated Debt | 548 | 6,000 | | | 6,000 | ||||||||||||||||
(Industrial Products) |
Equity Interests | 8,860 | | (3,375 | ) | 5,485 | ||||||||||||||||
Impact Innovations Group, LLC
|
Equity Interests in Affiliate |
321 |
|
(106 |
) |
215 |
||||||||||||||||
Insight Pharmaceuticals Corporation |
Subordinated Debt |
7,709 |
63,359 |
9,245 |
(18,581 |
) |
54,023 |
|||||||||||||||
(Consumer Products) |
Preferred Stock | 4,068 | 20,932 | (25,000 | ) | | ||||||||||||||||
|
Common Stock | | 34,088 | (24,688 | ) | 9,400 | ||||||||||||||||
Jakel, Inc. |
Subordinated Debt(5) |
374 |
|
(374 |
) |
|
||||||||||||||||
(Industrial Products) |
||||||||||||||||||||||
Knightsbridge CLO 2007-1 Ltd. |
Class E Notes |
1,887 |
14,866 |
|
(3,506 |
) |
11,360 |
|||||||||||||||
(CLO) |
Income Notes | 4,126 | 35,214 | 4,125 | (23,119 | ) | 16,220 | |||||||||||||||
Knightsbridge CLO 2008-1 Ltd. |
Class C Notes |
1,097 |
12,800 |
|
(511 |
) |
12,289 |
|||||||||||||||
(CLO) |
Class D Notes | 767 | 8,000 | | (840 | ) | 7,160 | |||||||||||||||
|
Class E Notes | 1,514 | 10,573 | 718 | (1,200 | ) | 10,091 | |||||||||||||||
|
Income Notes | 4,075 | 21,315 | 4,075 | (4,753 | ) | 20,637 | |||||||||||||||
MHF Logistical Solutions, Inc. |
Subordinated Debt |
|
49,633 |
(49,633 |
) |
|
||||||||||||||||
(Business Services) |
Preferred Stock | | | | | |||||||||||||||||
|
Common Stock | | 20,942 | (20,942 | ) | | ||||||||||||||||
MVL Group, Inc. |
Senior Loan |
3,198 |
30,663 |
74 |
(5,477 |
) |
25,260 |
|||||||||||||||
(Business Services) |
Subordinated Debt | 5,139 | 40,994 | 42,126 | (48,814 | ) | 34,306 | |||||||||||||||
|
Subordinated Debt(5) | 86 | 144 | (230 | ) | | ||||||||||||||||
|
Common Stock | | | | | |||||||||||||||||
Old Orchard Brands, LLC |
Subordinated Debt |
917 |
18,882 |
262 |
(19,144 |
) |
|
|||||||||||||||
(Consumer Products) |
Equity Interests | 27,763 | | (27,763 | ) | | ||||||||||||||||
Penn Detroit Diesel Allison, LLC |
Subordinated Debt |
2,767 |
37,869 |
578 |
(38,447 |
) |
|
|||||||||||||||
(Business Services) |
Equity Interests | 21,100 | 1,262 | (7,104 | ) | 15,258 | ||||||||||||||||
Senior Secured Loan Fund LLC |
Subordinated |
13,664 |
$ |
12,758 |
125,423 |
47,374 |
(172,797 |
) |
|
|||||||||||||
(Private Debt Fund) |
Certificates | |||||||||||||||||||||
|
Equity Interests | 1 | (1 | ) | | |
See related footnotes at the end of this schedule.
65
|
|
Amount of Interest
or Dividends |
|
|
|
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
PRIVATE FINANCE
Portfolio Company (in thousands) |
Investment(1) |
Credited
to Income(6) |
Other(2) |
December 31,
2008 Value |
Gross
Additions(3) |
Gross
Reductions(4) |
December 31,
2009 Value |
|||||||||||||||
Service Champ, Inc. |
Subordinated Debt | $ | 5,619 | $ | 26,984 | $ | 712 | $ | | $ | 27,696 | |||||||||||
(Business Services) |
Common Stock | 21,156 | 7,555 | (640 | ) | 28,071 | ||||||||||||||||
Stag-Parkway, Inc. |
Subordinated Debt |
1,853 |
|
19,005 |
(1 |
) |
19,004 |
|||||||||||||||
(Business Services) |
Unitranche Debt | 170 | 17,962 | 418 | (18,380 | ) | | |||||||||||||||
|
Common Stock | 6,968 | 7,258 | | 14,226 | |||||||||||||||||
Startec Equity, LLC |
Equity Interests |
332 |
|
(267 |
) |
65 |
||||||||||||||||
(Telecommunications) |
||||||||||||||||||||||
Worldwide Express Operations, LLC |
Subordinated Debt |
$ |
38 |
2,032 |
694 |
(2,726 |
) |
|
||||||||||||||
(Business Services) |
Equity Interests | | 11,384 | (11,384 | ) | | ||||||||||||||||
|
Warrants | | 144 | (144 | ) | | ||||||||||||||||
Total companies more than 25% owned |
$ | 1,187,722 | $ | 811,736 | ||||||||||||||||||
Companies 5% to 25% Owned |
||||||||||||||||||||||
10th Street, LLC |
Subordinated Debt |
$ |
2,877 |
$ |
21,439 |
$ |
906 |
$ |
(20 |
) |
$ |
22,325 |
||||||||||
(Business Services) |
Equity Interests | 975 | | (500 | ) | 475 | ||||||||||||||||
|
Option | 25 | | | 25 | |||||||||||||||||
Advantage Sales & Marketing, Inc. |
Subordinated Debt |
2,286 |
135,000 |
|
(135,000 |
) |
|
|||||||||||||||
(Business Services) |
Equity Interests | 5,000 | | (5,000 | ) | | ||||||||||||||||
Air Medical Group Holdings LLC |
Senior Loan |
145 |
3,139 |
20,296 |
(17,590 |
) |
5,845 |
|||||||||||||||
(Healthcare Services) |
Equity Interests | 10,800 | 8,700 | | 19,500 | |||||||||||||||||
Alpine ESP Holdings, Inc. |
Preferred Stock |
|
701 |
(701 |
) |
|
||||||||||||||||
(Business Services) |
Common Stock | | 13 | (13 | ) | | ||||||||||||||||
Amerex Group, LLC |
Subordinated Debt |
1,993 |
8,784 |
5 |
(8,789 |
) |
|
|||||||||||||||
(Consumer Products) |
Equity Interests | 6,167 | 9,932 | | (9,932 | ) | | |||||||||||||||
BB&T Capital Partners/Windsor |
||||||||||||||||||||||
Mezzanine Fund, LLC |
Equity Interests | 11,063 | | (684 | ) | 10,379 | ||||||||||||||||
(Private Equity Fund) |
||||||||||||||||||||||
Becker Underwood, Inc. |
Subordinated Debt |
425 |
25,502 |
216 |
(25,718 |
) |
|
|||||||||||||||
(Industrial Products) |
Common Stock | 2,267 | 2,748 | (5,015 | ) | | ||||||||||||||||
BI Incorporated |
Subordinated Debt |
|
|
|
|
|||||||||||||||||
|
Common Equity | | | | | |||||||||||||||||
Drew Foam Companies, Inc. |
Preferred Stock |
512 |
111 |
(623 |
) |
|
||||||||||||||||
(Business Services) |
Common Stock | | 6 | (6 | ) | | ||||||||||||||||
Driven Brands, Inc. |
Subordinated Debt |
14,923 |
83,698 |
8,201 |
|
91,899 |
||||||||||||||||
(Consumer Services) |
Common Stock | 4,855 | | (1,855 | ) | 3,000 | ||||||||||||||||
Hilden America, Inc. |
Common Stock |
76 |
378 |
(454 |
) |
|
||||||||||||||||
(Consumer Products) |
||||||||||||||||||||||
Lydall Transport, Ltd. |
Equity Interests |
345 |
87 |
(432 |
) |
|
||||||||||||||||
(Business Services) |
||||||||||||||||||||||
Multi-Ad Services, Inc. |
Unitranche Debt |
307 |
2,941 |
67 |
(517 |
) |
2,491 |
|||||||||||||||
(Business Services) |
Equity Interests | 1,782 | | (364 | ) | 1,418 | ||||||||||||||||
Pendum Acquisition, Inc. |
Common Stock |
|
200 |
|
200 |
|||||||||||||||||
(Business Services) |
||||||||||||||||||||||
Postle Aluminum Company, LLC |
Senior Loan(5) |
|
34,876 |
(18,822 |
) |
16,054 |
||||||||||||||||
(Industrial Products) |
Subordinated Debt(5) | | 23,868 | (23,868 | ) | | ||||||||||||||||
|
Equity Interest | | | | |
See related footnotes at the end of this schedule.
66
|
|
Amount of Interest
or Dividends |
|
|
|
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
PRIVATE FINANCE
Portfolio Company (in thousands) |
Investment(1) |
Credited
to Income(6) |
Other(2) |
December 31,
2008 Value |
Gross
Additions(3) |
Gross
Reductions(4) |
December 31,
2009 Value |
|||||||||||||||
Progressive International Corporation |
Preferred Stock | $ | 1,125 | $ | | $ | (1,125 | ) | $ | | ||||||||||||
(Consumer Products) |
Common Stock | 4,600 | | (4,600 | ) | | ||||||||||||||||
|
Warrants | | | | | |||||||||||||||||
Regency Healthcare Group, LLC |
Senior Loan |
$ |
44 |
|
4,001 |
(4,001 |
) |
|
||||||||||||||
(Healthcare Services) |
Unitranche Debt | 309 | 10,825 | 31 | (10,856 | ) | | |||||||||||||||
|
Equity Interests | 2,050 | | (152 | ) | 1,898 | ||||||||||||||||
SGT India Private Limited |
Common Stock |
|
24 |
(24 |
) |
|
||||||||||||||||
(Business Services) |
||||||||||||||||||||||
Soteria Imaging Services, LLC |
Subordinated Debt |
552 |
4,054 |
156 |
|
4,210 |
||||||||||||||||
(Healthcare Services) |
Equity Interests | 1,971 | | (692 | ) | 1,279 | ||||||||||||||||
Triax Holdings, LLC |
Subordinated Debt |
|
10,772 |
(10,772 |
) |
|
||||||||||||||||
(Consumer Products) |
Equity Interests | | 16,528 | (16,528 | ) | | ||||||||||||||||
Universal Environmental |
||||||||||||||||||||||
Services, LLC |
Equity Interests | | | | | |||||||||||||||||
(Business Services) |
||||||||||||||||||||||
Total companies 5% to 25% owned |
$ |
352,760 |
$ |
180,998 |
||||||||||||||||||
This schedule should be read in conjunction with the Company's consolidated financial statements, including the consolidated statement of investments and Note 3 to the consolidated financial statements. Note 3 includes additional information regarding activities in the private finance portfolio.
67
Ares Capital Corporation and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2009
Unaudited
(in thousands, except share and per share data)
|
Ares
Capital |
|
Adjusted
Allied Capital (A)* |
|
Pro Forma
Adjustments |
|
Ares
Capital Pro Forma Combined |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets and Liabilities Data: |
||||||||||||||||||||||
Investments |
$ | 2,171,814 | $ | 1,975,046 | $ | (140,587 | ) | B* | $ | 4,006,273 | ||||||||||||
Cash and cash equivalents |
99,227 | 138,418 | (45,086 | ) | C | 85,546 | ||||||||||||||||
|
(107,013 | ) | B | |||||||||||||||||||
Other assets |
42,474 | 124,698 | (13,630 | ) | B | 153,542 | ||||||||||||||||
Total assets |
$ | 2,313,515 | $ | 2,238,162 | $ | (306,316 | ) | $ | 4,245,361 | |||||||||||||
Debt |
$ | 969,465 | $ | 995,544 | $ | (111,115 | ) | B | $ | 1,758,097 | ||||||||||||
|
(95,797 | ) | B | |||||||||||||||||||
Other liabilities |
86,162 | 41,284 | 38,690 | B | 166,136 | |||||||||||||||||
Total liabilities |
1,055,627 | 1,036,828 | (168,222 | ) | 1,924,233 | |||||||||||||||||
Stockholders' equity |
1,257,888 | 1,201,334 | (140,587 | ) | B | 2,321,128 | ||||||||||||||||
|
(45,086 | ) | C | |||||||||||||||||||
|
(49,906 | ) | B | |||||||||||||||||||
|
(13,630 | ) | B | |||||||||||||||||||
|
111,115 | B | ||||||||||||||||||||
Total liabilities and stockholders' equity |
$ | 2,313,515 | $ | 2,238,162 | $ | (306,316 | ) | $ | 4,245,361 | |||||||||||||
Total shares outstanding |
109,944,674 | 179,940,040 | 58,480,513 | I | 168,425,187 | |||||||||||||||||
Net assets per share |
$ | 11.44 | $ | 6.68 | $ | (2.40 | ) | $ | 13.78 | |||||||||||||
1
Ares Capital Corporation and Subsidiaries
Pro Forma Condensed Consolidated Income Statement
For the Year Ended December 31, 2009
Unaudited
(in thousands, except share and per share data)
|
Actual Ares
Capital |
Actual Allied
Capital |
Pro Forma
Adjustments |
|
Ares Capital Pro
Forma Combined |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Performance Data: |
||||||||||||||||
Interest and dividend income |
$ | 229,169 | $ | 290,986 | $ | | D* | $ | 520,155 | |||||||
Fees and other income |
16,103 | 27,700 | | 43,803 | ||||||||||||
Total investment income |
245,272 | 318,686 | | 563,958 | ||||||||||||
Interest and credit facility fees |
24,262 | 171,068 | | E | 195,330 | |||||||||||
Base management fees |
30,409 | | 43,039 | F | 73,448 | |||||||||||
Incentive management fees |
33,332 | | | G | 33,332 | |||||||||||
Other expenses |
23,287 | 86,479 | (38,711 | ) | H | 71,055 | ||||||||||
Total expenses |
111,290 | 257,547 | 4,327 | 373,164 | ||||||||||||
Net investment income before taxes |
133,982 | 61,139 | (4,327 | ) | 190,794 | |||||||||||
Income tax expense |
576 | 5,576 | | 6,152 | ||||||||||||
Net investment income |
133,406 | 55,563 | (4,327 | ) | 184,642 | |||||||||||
Net realized gains (losses) |
(45,963 | ) | (361,128 | ) | | (407,091 | ) | |||||||||
Net unrealized gains (losses) |
88,707 | (176,689 | ) | | (87,982 | ) | ||||||||||
Net realized and unrealized gains (losses) |
42,744 | (537,817 | ) | | (495,073 | ) | ||||||||||
Gain on extinguishment of debt |
26,543 | 83,532 | | 110,075 | ||||||||||||
Loss on extinguishment of debt |
| (122,776 | ) | | (122,776 | ) | ||||||||||
Net increase (decrease) in stockholders' equity |
$ | 202,693 | $ | (521,498 | ) | $ | (4,327 | ) | $ | (323,132 | ) | |||||
Weighted average shares outstanding |
101,719,800 | 178,994,228 | 58,480,513 | I | 160,200,313 | |||||||||||
Earnings (loss) per share |
$ | 1.99 | $ | (2.91 | ) | $ | (0.07 | ) | $ | (2.02 | ) | |||||
2
Pro Forma Schedule of Investments
As of December 31, 2009
Unaudited
(Dollar Amounts in Thousands)
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
Financial | ||||||||||||||||||||||||
AGILE Fund I, LLC(4) | Investment company | Member interest | $ | 637 | $ | 449 | $ | 637 | $ | 449 | ||||||||||||||
|
||||||||||||||||||||||||
AllBridge Financial, LLC(4) | Investment company | Senior secured loan (6.3%, due 4/10) | 1,500 | 1,500 | 1,500 | 1,500 | ||||||||||||||||||
Common equity | 40,118 | 15,805 | 40,118 | 15,805 | ||||||||||||||||||||
|
||||||||||||||||||||||||
BB&T Capital Partners/Windsor Mezzanine Fund, LLC(5) | Investment company | Member interest | 11,789 | 10,379 | 11,789 | 10,379 | ||||||||||||||||||
|
||||||||||||||||||||||||
Callidus Capital Corporation(4) | Investment company | Senior subordinated note (18.0%, due 8/13)(2) | 21,782 | 19,108 | 21,782 | 19,108 | ||||||||||||||||||
Common stock (100 shares) | | | | | ||||||||||||||||||||
Guaranty ($3,189) | | | | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Callidus Debt Partners CDO Fund I, Ltd. | Investment company | Class C notes (12.9%, due 12/13)(3) | 19,527 | 2,163 | 19,527 | 2,163 | ||||||||||||||||||
Class D notes (17.0%, due 12/13)(3) | 9,454 | | 9,454 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Callidus Debt Partners CLO Fund III, Ltd. | Investment company | Preferred stock (23,600,000 shares) | 20,138 | 4,112 | 20,138 | 4,112 | ||||||||||||||||||
|
||||||||||||||||||||||||
Callidus Debt Partners CLO | Investment company | Class D notes (4.8%, due 4/20) | 2,206 | 1,710 | 2,206 | 1,710 | ||||||||||||||||||
Fund IV, Ltd. | Income notes (0.0%) | 14,859 | 5,433 | 14,859 | 5,433 | |||||||||||||||||||
|
||||||||||||||||||||||||
Callidus Debt Partners CLO Fund V, Ltd. | Investment company | Income notes (1.4%) | 13,432 | 5,012 | 13,432 | 5,012 | ||||||||||||||||||
|
||||||||||||||||||||||||
Callidus Debt Partners CLO | Investment company | Class D notes (6.3%, due 10/21) | 7,809 | 4,256 | 7,809 | 4,256 | ||||||||||||||||||
Fund VI, Ltd. | Income notes (0.0%) | 29,144 | 4,978 | 29,144 | 4,978 | |||||||||||||||||||
|
||||||||||||||||||||||||
Callidus Debt Partners CLO Fund VII, Ltd. | Investment company | Income notes (0.0%) | 24,824 | 7,148 | 24,824 | 7,148 | ||||||||||||||||||
|
||||||||||||||||||||||||
Callidus MAPS CLO | Investment company | Class E notes (5.8%, due 12/17) | 17,000 | 11,695 | 17,000 | 11,695 | ||||||||||||||||||
Fund I LLC | Income notes (0.0%) | 38,509 | 14,119 | 38,509 | 14,119 | |||||||||||||||||||
|
||||||||||||||||||||||||
Callidus MAPS CLO | Investment company | Class D notes (4.5%, due 7/22) | 3,880 | 3,215 | 3,880 | 3,215 | ||||||||||||||||||
Fund II, Ltd. | Income notes (2.5%) | 17,824 | 6,310 | 17,824 | 6,310 | |||||||||||||||||||
|
||||||||||||||||||||||||
Carador PLC(5) | Investment company | Ordinary shares (7,110,525 shares) | $ | 9,033 | $ | 2,489 | 9,033 | 2,489 | ||||||||||||||||
|
||||||||||||||||||||||||
Catterton Partners VI, L.P. | Investment partnership | Limited partnership interest | 3,327 | 2,014 | 3,327 | 2,014 | ||||||||||||||||||
|
||||||||||||||||||||||||
CIC Flex, LP | Investment partnership | Limited partnership units (0.69 units) | 41 | 41 | 41 | 41 | ||||||||||||||||||
|
||||||||||||||||||||||||
Ciena Capital LLC(4) | Investment banking services | Senior secured loan (5.5%, due 3/09)(3) | 319,031 | 100,051 | 319,031 | 100,051 | ||||||||||||||||||
Class B equity interest | 119,436 | | 119,436 | | ||||||||||||||||||||
Class C equity interest | 109,097 | | 109,097 | | ||||||||||||||||||||
Guaranty ($5,000) | | | | |
3
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
Commercial Credit Group, Inc. | Commercial equipment finance and leasing | Senior subordinated note (15.0%, due 6/15) | 21,970 | 21,970 | 21,970 | 21,970 | ||||||||||||||||||
company | Preferred stock (64,679 shares) | 15,543 | 6,005 | 15,543 | 6,005 | |||||||||||||||||||
Warrants | | | | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Cortec Group Fund IV, L.P. | Investment partnership | Limited partnership interest | 6,390 | 3,917 | 6,390 | 3,917 | ||||||||||||||||||
|
||||||||||||||||||||||||
Covestia Capital Partners, LP | Investment partnership | Limited partnership units | 1,059 | 1,059 | 1,059 | 1,059 | ||||||||||||||||||
|
||||||||||||||||||||||||
Direct Capital Corporation(4) | Commercial equipment finance and leasing | Senior secured loan (8.0%, due 1/14)(3) | 8,175 | 8,744 | 8,175 | 8,744 | ||||||||||||||||||
company | Senior subordinated note (16.0%, due 3/13)(3) | 55,496 | 6,797 | 55,496 | 6,797 | |||||||||||||||||||
Common stock (2,317,020 shares) | 25,732 | | 25,732 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Dryden XVIII Leveraged Loan 2007 Limited | Investment company | Class B notes (4.8%, due 10/19)(3) | 7,497 | 2,115 | 7,497 | 2,115 | ||||||||||||||||||
Income notes (0.0%) | 23,164 | 2,427 | 23,164 | 2,427 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Dynamic India Fund IV | Investment company | Common equity | 9,350 | 8,224 | 9,350 | 8,224 | ||||||||||||||||||
eCentury Capital Partners, L.P. | Investment partnership | Limited partnership interest | 7,274 | | 7,274 | | ||||||||||||||||||
|
||||||||||||||||||||||||
Fidus Mezzanine Capital, L.P. | Investment partnership | Limited partnership interest | 14,720 | 9,921 | 14,720 | 9,921 | ||||||||||||||||||
|
||||||||||||||||||||||||
Financial Pacific Company(4) | Commercial property and | Senior subordinated loan (17.0%, due 2/12)(2) | 58,870 | 34,780 | 58,870 | 34,780 | ||||||||||||||||||
casualty insurance provider | Junior subordinated loan (20.0% due 8/12)(2) | 10,010 | | 10,010 | | |||||||||||||||||||
Preferred stock (9,458 shares) | 8,865 | | 8,865 | | ||||||||||||||||||||
Common stock (12,711 shares) | 12,783 | | 12,783 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Firstlight Financial Corporation(5) | Investment company | Senior subordinated note (1.0%, due 12/16)(2) | 73,032 | 54,808 | 73,032 | 54,808 | ||||||||||||||||||
Common stock (40,000 shares) | 40,000 | | 40,000 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
HCI Equity, LLC(4) | Investment company | Member interest | 1,100 | 877 | 1,100 | 877 | ||||||||||||||||||
|
||||||||||||||||||||||||
Ivy Hill Asset Management, L.P.(4) | Investment manager | Member interest | 37,176 | 48,321 | 37,176 | 48,321 | ||||||||||||||||||
|
||||||||||||||||||||||||
Ivy Hill Middle Market Credit Fund, Ltd.(4) | Investment company | Class B deferrable interest notes (6.3%, due 11/18) | 40,000 | 36,800 | 40,000 | 36,800 | ||||||||||||||||||
Subordinated notes (18.0%, due 11/18) | 15,681 | 14,583 | 15,681 | 14,583 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Imperial Capital Group, LLC and Imperial | Investment banking services | Limited partnership interest | 6,094 | 5,663 | 6,094 | 5,663 | ||||||||||||||||||
|
||||||||||||||||||||||||
Capital Private Opportunities, LP(5) | Common units (10,551 units) | 15,000 | 18,403 | 15,000 | 18,403 | |||||||||||||||||||
|
||||||||||||||||||||||||
Knightsbridge CLO | Investment company | Class E notes (9.3%, due 1/22) | 18,700 | 11,360 | 18,700 | 11,360 | ||||||||||||||||||
2007-1 Ltd.(4) | Income notes (4.4%) | 39,174 | 16,220 | 39,174 | 16,220 | |||||||||||||||||||
|
||||||||||||||||||||||||
Knightsbridge CLO | Investment company | Class C notes (7.8%, due 6/18) | 12,800 | 12,289 | 12,800 | 12,289 | ||||||||||||||||||
2008-1 Ltd.(4) | Class D notes (8.8%, due 6/18) | 8,000 | 7,160 | 8,000 | 7,160 | |||||||||||||||||||
Class E notes (5.3%, due 6/18) | 11,291 | 10,091 | 11,291 | 10,091 | ||||||||||||||||||||
Income notes (20.8%) | 21,893 | 20,637 | 21,893 | 20,637 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Kodiak Fund LP | Investment partnership | Limited partnership interest | 9,323 | 1,917 | 9,323 | 1,917 | ||||||||||||||||||
|
||||||||||||||||||||||||
Novak Biddle Venture Partners III, L.P. | Investment partnership | Limited partnership interest | 2,018 | 1,070 | 2,018 | 1,070 | ||||||||||||||||||
|
||||||||||||||||||||||||
Pangaea CLO 2007-1 Ltd. | Investment company | Class D notes (5.0%, due 1/21) | 12,119 | 6,651 | 12,119 | 6,651 | ||||||||||||||||||
|
||||||||||||||||||||||||
Partnership Capital Growth Fund I, LP | Investment partnership | Limited partnership interest | 3,045 | 3,045 | 3,045 | 3,045 |
4
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
SPP Mezzanine Funding II, L.P. | Investment partnership | Limited partnership interest | 7,476 | 7,145 | 7,476 | 7,145 | ||||||||||||||||||
|
||||||||||||||||||||||||
Senior Secured Loan Fund LLC(4) | Investment partnership | Subordinated certificates (16.2%, due 12/15) | 165,000 | 165,000 | 165,000 | 165,000 | ||||||||||||||||||
|
||||||||||||||||||||||||
Trivergence Capital Partners, LP | Investment partnership | Limited partnership interest | 2,016 | 2,016 | 2,016 | 2,016 | ||||||||||||||||||
|
||||||||||||||||||||||||
VSC Investors LLC | Investment company | Member interest | 648 | 648 | 648 | 648 | ||||||||||||||||||
|
||||||||||||||||||||||||
Webster Capital II, L.P. | Investment partnership | Limited partnership interest | 1,742 | 1,235 | 1,742 | 1,235 | ||||||||||||||||||
Total | 407,825 | 352,876 | 1,276,798 | 421,009 | 1,684,623 | 773,885 | ||||||||||||||||||
|
||||||||||||||||||||||||
Business Services | ||||||||||||||||||||||||
BenefitMall Holdings, Inc. | Employee benefits broker services company | Senior subordinated note (18.0%, due 6/14)(2) | 40,254 | 40,254 | 40,254 | 40,254 | ||||||||||||||||||
Common stock (39,274,290 shares) | 39,274 | 68,822 | 39,274 | 68,822 | ||||||||||||||||||||
Warrants | | | | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Booz Allen Hamilton, Inc. | Strategy and technology consulting services | Senior secured loan (7.5%, due 7/15) | 727 | 741 | 727 | 741 | ||||||||||||||||||
Senior subordinated loan (13.0%, due 7/16)(2) | 12,541 | 12,650 | 12,541 | 12,650 | ||||||||||||||||||||
|
||||||||||||||||||||||||
CitiPostal Inc.(4) | Document storage and management services | Senior secured revolving loan (3.7%, due 12/13) | 683 | 683 | 683 | 683 | ||||||||||||||||||
Senior secured loan (12.0%, due 12/13)(2) | 50,633 | 50,633 | 50,633 | 50,633 | ||||||||||||||||||||
Senior subordinated note (16.0%, due 12/15)(2) | 10,685 | 10,685 | 10,685 | 10,685 | ||||||||||||||||||||
Common stock (37,024 shares) | 12,726 | 1,432 | 12,726 | 1,432 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Cook Inlet Alternative Risk, LLC | Risk management services | Senior secured loan (13.0%, due 4/13) | 87,309 | 62,100 | 87,309 | 62,100 | ||||||||||||||||||
Member interest | 552 | | 552 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Digital VideoStream, LLC | Media content supply chain services company | Senior secured loan (11.0%, due 2/12)(2) | 12,940 | 12,811 | 12,940 | 12,811 | ||||||||||||||||||
Convertible subordinated note (10.0%, due 2/16)(2) | 5,006 | 5,006 | 5,006 | 5,006 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Diversified Mercury Communications, LLC | Business media consulting services | Senior secured loan (6.8%, due 3/13) | 2,657 | 2,391 | 2,657 | 2,391 | ||||||||||||||||||
|
||||||||||||||||||||||||
Impact Innovations Group, LLC(4) | Management consulting services | Member interest | | 215 | | 215 | ||||||||||||||||||
|
||||||||||||||||||||||||
Investor Group Services, LLC(5) | Financial consulting services | Member interest | | 500 | | 500 | ||||||||||||||||||
|
||||||||||||||||||||||||
Market Track Holdings, LLC | Business media consulting services company | Senior secured revolving loan (8.0%, due 6/14) | 2,450 | 2,412 | 2,450 | 2,412 | ||||||||||||||||||
Junior subordinated loan (15.9%, due 6/14)(2) | 24,509 | 23,680 | 24,509 | 23,680 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Multi-Ad Services, Inc.(5) | Marketing services and software provider | Senior secured loan (11.3%, due 11/11) | 2,485 | 2,491 | 2,485 | 2,491 | ||||||||||||||||||
Preferred equity | 1,737 | 1,418 | 1,737 | 1,418 |
5
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
MVL Group, Inc.(4) | Marketing research provider | Senior secured loan (12.0%, due 7/12) | 25,256 | 25,260 | 25,256 | 25,260 | ||||||||||||||||||
Senior subordinated loan (14.5%, due 7/12)(2) | 35,578 | 34,306 | 35,578 | 34,306 | ||||||||||||||||||||
Junior subordinated note (8.0%, due 7/12)(3) | 139 | | 139 | | ||||||||||||||||||||
Common stock (560,716 shares) | 555 | | 555 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
PC Helps Support, LLC | Technology support provider | Senior secured loan (4.3%, due 12/13) | 8,092 | 7,756 | 8,092 | 7,756 | ||||||||||||||||||
Junior subordinated loan (12.8%, due 12/13) | 26,633 | 26,490 | 26,633 | 26,490 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Pendum Acquisition, Inc.(5) | Outsourced provider of ATM services | Common stock (8,872 shares) | | 200 | | 200 | ||||||||||||||||||
|
||||||||||||||||||||||||
Pillar Holdings LLC and PHL Holding Co.(5) | Mortgage services | Senior secured revolving loan (5.8%, due 11/13) | 1,313 | 1,313 | 1,313 | 1,313 | ||||||||||||||||||
Senior secured loan (14.5%, due 5/14) | 7,375 | 7,375 | 7,375 | 7,375 | ||||||||||||||||||||
Senior secured loan (5.8%, due 11/13) | 27,208 | 27,208 | 27,208 | 27,208 | ||||||||||||||||||||
Common stock (84.78 shares) | 3,768 | 7,818 | 3,768 | 7,818 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Primis Marketing Group, Inc. and Primis Holdings, LLC(5) | Database marketing services | Senior subordinated note (15.5%, due 2/13)(2)(3) | 10,222 | 511 | 10,222 | 511 | ||||||||||||||||||
Preferred units (4,000 units) | 3,600 | | 3,600 | | ||||||||||||||||||||
Common units (4,000,000 units) | 400 | | 400 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Prommis Solutions LLC, E-Default Statewide Tax and | Bankruptcy and foreclosure Services, LLC, | Senior subordinated note (13.5%, due 2/14)(2) | 53,156 | 53,156 | 53,156 | 53,156 | ||||||||||||||||||
Title Services, LLC | and processing services | Preferred stock (30,000 shares) | 3,000 | 6,221 | 3,000 | 6,221 | ||||||||||||||||||
Statewide Publishing Services, LLC (formerly known as MR Processing Holding Corp.) | ||||||||||||||||||||||||
|
||||||||||||||||||||||||
Promo Works, LLC | Marketing services | Senior secured loan (16.0%, due 12/12) | 19,859 | 12,557 | 19,859 | 12,557 | ||||||||||||||||||
|
||||||||||||||||||||||||
R2 Acquisition Corp. | Marketing services | Common stock (250,000 shares) | 250 | 250 | 250 | 250 | ||||||||||||||||||
|
||||||||||||||||||||||||
SGT India Private Limited(5) | Technology consulting services | Common stock (150,596 shares) | 4,161 | | 4,161 | | ||||||||||||||||||
|
||||||||||||||||||||||||
Summit Business Media, LLC | Business media consulting services | Junior secured loan (15.0%, due 7/14)(2)(3) | 10,018 | 554 | 10,018 | 554 | ||||||||||||||||||
|
||||||||||||||||||||||||
Summit Energy Services, Inc. | Energy management consulting services | Common stock (415,982 shares) | 1,861 | 2,200 | 1,861 | 2,200 | ||||||||||||||||||
|
||||||||||||||||||||||||
Venturehouse-Cibernet Investors, LLC | Financial settlement services for intercarrier wireless roaming | Equity interest | | | | | ||||||||||||||||||
|
||||||||||||||||||||||||
VSS-Tranzact Holdings, LLC(5) | Management consulting services | Member interest | 10,000 | 7,850 | 10,000 | 7,850 | ||||||||||||||||||
Total | 143,578 | 126,147 | 416,034 | 393,802 | 559,612 | 519,949 | ||||||||||||||||||
|
||||||||||||||||||||||||
Healthcare | ||||||||||||||||||||||||
Air Medical Group Holdings LLC(5) | Medical escort services | Senior secured revolving loan (2.8%, due 3/11) | 6,056 | 5,845 | 6,056 | 5,845 | ||||||||||||||||||
Preferred stock | 2,993 | 19,500 | 2,993 | 19,500 |
6
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
|||||||||||||||
|
|||||||||||||||||||||||
American Renal Associates, Inc. | Dialysis provider | Senior secured loan (8.5%, due 12/10) | 902 | 902 | 902 | 902 | |||||||||||||||||
Senior secured loan (8.5%, due 12/11) | 10,389 | 10,389 | 10,389 | 10,389 | |||||||||||||||||||
|
|||||||||||||||||||||||
Axium Healthcare Pharmacy, Inc. | Specialty pharmacy provider | Senior subordinated note (8.0%, due 3/15)(2) | 3,036 | 2,641 | 3,036 | 2,641 | |||||||||||||||||
|
|||||||||||||||||||||||
Capella Healthcare, Inc. | Acute care hospital operator | Junior secured loan (13.0%, due 2/16) | 42,500 | 42,500 | 42,500 | 42,500 | |||||||||||||||||
|
|||||||||||||||||||||||
CT Technologies Intermediate Holdings, Inc. and | Healthcare analysis services | Preferred stock (14.0%, 7,427 shares)(2) | 8,467 | 8,043 | 8,467 | 8,043 | |||||||||||||||||
CT Technologies Holdings, LLC(5) | Common stock (11,225 shares) | 4,000 | 8,114 | 4,000 | 8,114 | ||||||||||||||||||
|
|||||||||||||||||||||||
DSI Renal, Inc. | Dialysis provider | Senior secured revolving loan (7.3%, due 3/11) | 7,668 | 7,285 | 7,668 | 7,285 | |||||||||||||||||
Senior secured loan (7.3%, due 3/13) | 12,591 | 16,476 | 12,591 | 16,476 | |||||||||||||||||||
Senior subordinated note (16.0%, due 4/14)(2) | 80,426 | 76,791 | 80,426 | 76,791 | |||||||||||||||||||
|
|||||||||||||||||||||||
GC Merger Sub I, Inc. | Drug testing services | Senior secured loan (4.3%, due 12/14) | 22,379 | 20,997 | 22,379 | 20,997 | |||||||||||||||||
|
|||||||||||||||||||||||
HCP Acquisition Holdings, LLC(4) | Healthcare compliance advisory services | Class A units (10,044,176 units) | 10,044 | 4,256 | 10,044 | 4,256 | |||||||||||||||||
|
|||||||||||||||||||||||
Heartland Dental Care, Inc. | Dental services | Senior subordinated note (14.3%, due 8/13)(2) | 32,717 | 32,717 | 32,717 | 32,717 | |||||||||||||||||
|
|||||||||||||||||||||||
Insight Pharmaceuticals Corporation(4) | OTC drug products manufacturer | Senior subordinated note (15.0%, due 9/12)(2) | 54,385 | 54,023 | 54,385 | 54,023 | |||||||||||||||||
Common stock (155,000 shares) | 40,413 | 9,400 | 40,413 | 9,400 | |||||||||||||||||||
|
|||||||||||||||||||||||
Magnacare Holdings, Inc., Magnacare Administrative Services, LLC, and Magnacare, LLC | Healthcare professional provider | Senior subordinated note (14.8%, due 1/13)(2) | 3,363 | 4,670 | 3,363 | 4,670 | |||||||||||||||||
|
|||||||||||||||||||||||
MPBP Holdings, Inc., Cohr | Healthcare equipment | Senior secured loan (due 1/13) | 489 | 628 | 489 | 628 | |||||||||||||||||
Holdings, Inc., and MPBP Acquisition Co., Inc. | services | Junior secured loan (6.5%, due 1/14) | 32,049 | 8,000 | 32,049 | 8,000 | |||||||||||||||||
Common stock (50,000 shares) | 5,000 | | 5,000 | | |||||||||||||||||||
|
|||||||||||||||||||||||
MWD Acquisition Sub, Inc. | Dental services | Junior secured loan (6.5%, due 5/12) | 5,000 | 4,350 | 5,000 | 4,350 | |||||||||||||||||
|
|||||||||||||||||||||||
OnCURE Medical Corp. | Radiation oncology care provider | Senior secured loan (3.8%, due 6/12) | 3,068 | 2,761 | 3,068 | 2,761 | |||||||||||||||||
Senior subordinated note (12.5%, due 8/13)(2) | 32,664 | 29,378 | 32,664 | 29,378 | |||||||||||||||||||
Common stock (857,143 shares) | 3,000 | 3,000 | 3,000 | 3,000 | |||||||||||||||||||
|
|||||||||||||||||||||||
Passport Health Communications, Inc., | Healthcare technology provider | Senior secured loan (10.5%, due 5/14) | 24,346 | 24,346 | 24,346 | 24,346 | |||||||||||||||||
Passport Holding Corp, and Prism Holding Corp. | Series A preferred stock (1,594,457 shares) | 9,900 | 9,900 | 9,900 | 9,900 | ||||||||||||||||||
Common stock (16,106 shares) | 100 | 100 | 100 | 100 | |||||||||||||||||||
|
|||||||||||||||||||||||
PG Mergersub, Inc. | Provider of patient surveys, management | Senior subordinated note (12.5%, due 3/16) | 3,938 | 4,000 | 3,938 | 4,000 | |||||||||||||||||
reports and national | Preferred stock (333 shares) | 333 | 333 | 333 | 333 | ||||||||||||||||||
databases for the | Common stock (16,667 shares) | 167 | 167 | 167 | 167 | ||||||||||||||||||
integrated healthcare | |||||||||||||||||||||||
delivery system |
7
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
Reed Group, Ltd. | Medical disability management | Senior secured loan (6.0%, due 12/13) | 11,903 | 10,186 | 11,903 | 10,186 | ||||||||||||||||||
services provider | Senior subordinated loan (15.8%, due 12/13)(2) | 19,199 | 15,260 | 19,199 | 15,260 | |||||||||||||||||||
Common equity | 1,800 | 28 | 1,800 | 28 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Regency Healthcare Group, LLC(5) | Hospice provider | Preferred member interest | 1,302 | 1,898 | 1,302 | 1,898 | ||||||||||||||||||
|
||||||||||||||||||||||||
The Schumacher Group of Delaware, Inc. | Outsourced physician service provider | Senior subordinated note (12.1%, due 7/13)(2) | 36,172 | 36,138 | 36,172 | 36,138 | ||||||||||||||||||
|
||||||||||||||||||||||||
Soteria Imaging Services, LLC(5) | Outpatient medical imaging provider | Junior secured loan (11.3%, due 11/10) | 4,216 | 4,210 | 4,216 | 4,210 | ||||||||||||||||||
Preferred member interest | 1,881 | 1,279 | 1,881 | 1,279 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Univita Health, Inc. | Outsourced services provider | Senior subordinated loan (15.0%, due 12/14) | 20,500 | 20,500 | 20,500 | 20,500 | ||||||||||||||||||
|
||||||||||||||||||||||||
VOTC Acquisition Corp. | Radiation oncology care provider | Senior secured loan (13.0%, due 7/12)(2) | 17,417 | 17,417 | 17,417 | 17,417 | ||||||||||||||||||
Preferred stock (3,888,222 shares) | 8,748 | 3,800 | 8,748 | 3,800 | ||||||||||||||||||||
Total | 438,337 | 397,958 | 147,184 | 124,270 | 585,521 | 522,228 | ||||||||||||||||||
|
||||||||||||||||||||||||
ServicesOther | ||||||||||||||||||||||||
3SI Security Systems, Inc. | Cash protection systems provider | Senior subordinated note (16.0%, due 8/13)(3) | 20,443 | 9,542 | 20,443 | 9,542 | ||||||||||||||||||
Subordinated loan (18.0%, due 8/13)(2)(3) | 9,030 | | 9,030 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
American Residential Services, LLC | Plumbing, heating and air-conditioning services | Junior secured loan (12.0%, due 4/15)(2) | 20,608 | 20,195 | 20,608 | 20,195 | ||||||||||||||||||
|
||||||||||||||||||||||||
Avborne, Inc.(4) | Maintenance, repair and overhaul service provider | Common stock (27,500 shares) | | 39 | | 39 | ||||||||||||||||||
|
||||||||||||||||||||||||
Aviation Properties Corporation(4) | Aviation services | Common stock (100 shares) | 123 | | 123 | | ||||||||||||||||||
|
||||||||||||||||||||||||
Coverall North America, Inc.(4) | Commercial janitorial service provider | Senior secured loan (12.0%, due 7/11) | 31,573 | 31,573 | 31,573 | 31,573 | ||||||||||||||||||
Senior subordinated note (15.0%, due 7/11)(2) | 5,555 | 5,555 | 5,555 | 5,555 | ||||||||||||||||||||
Common stock (763,333 shares) | 14,361 | 11,386 | 14,361 | 11,386 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Diversified Collection Services, Inc. | Collections services | Senior secured loan (9.50%, due 2/11) | 13,027 | 14,276 | 13,027 | 14,276 | ||||||||||||||||||
Senior secured loan (13.8%, due 8/11) | 9,423 | 9,423 | 9,423 | 9,423 | ||||||||||||||||||||
Preferred stock (14,927 shares) | 169 | 269 | 169 | 269 | ||||||||||||||||||||
Common stock (592,820 shares) | 295 | 402 | 734 | 1,400 | 1,029 | 1,802 | ||||||||||||||||||
|
||||||||||||||||||||||||
Driven Brands, Inc.(5)(6) | Automotive aftermarket service provider | Junior subordinated notes (15.0%, due 7/15) | 42,848 | 43,024 | 42,848 | 43,024 | ||||||||||||||||||
Subordinated loan (18.0%, due 7/15)(2) | 48,799 | 48,875 | 48,799 | 48,875 | ||||||||||||||||||||
Common stock (3,772,098 shares) | 9,516 | 3,000 | 9,516 | 3,000 | ||||||||||||||||||||
|
||||||||||||||||||||||||
GCA Services Group, Inc. | Custodial services | Senior secured loan (12.0%, due 12/11) | 37,802 | 37,889 | 37,802 | 37,889 | ||||||||||||||||||
|
||||||||||||||||||||||||
Growing Family, Inc. and GFH | Photography services | Senior secured revolving loan (due 8/11)(2)(3) | 1,513 | 303 | 1,513 | 303 |
8
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
Holdings, LLC | Senior secured loan (due 8/11)(2)(3) | 15,282 | 3,056 | 15,282 | 3,056 | |||||||||||||||||||
Common stock (552,430 shares) | 872 | | 872 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
NPA Acquisition, LLC | Powersport vehicle auction operator | Junior secured loan (7.0%, due 2/13) | 12,000 | 12,000 | 12,000 | 12,000 | ||||||||||||||||||
Common units (1,709 shares) | 1,000 | 2,570 | 1,000 | 2,570 | ||||||||||||||||||||
|
||||||||||||||||||||||||
PODS Funding Corp. | Storage and warehousing provider | Senior subordinated loan (15.0%, due 6/15) | 25,125 | 25,125 | 25,125 | 25,125 | ||||||||||||||||||
Subordinated loan (16.7%, due 12/15) | 5,079 | 5,070 | 5,079 | 5,070 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Tradesmen International, Inc. | Construction labor support | Junior secured loan (15.0%, due 12/12) | 39,793 | 11,532 | 39,793 | 11,532 | ||||||||||||||||||
|
||||||||||||||||||||||||
Trover Solutions, Inc. | Healthcare collections services | Junior subordinated loan (12.0%, due 11/12)(2) | 53,674 | 51,270 | 53,674 | 51,270 | ||||||||||||||||||
|
||||||||||||||||||||||||
United Road Towing, Inc. | Towing company | Junior secured loan (11.8%, due 1/14) | 18,993 | 18,367 | 18,993 | 18,367 | ||||||||||||||||||
|
||||||||||||||||||||||||
Web Services Company, LLC | Laundry service and equipment provider | Senior secured loan (7.0%, due 8/14) | 4,607 | 4,938 | 4,607 | 4,938 | ||||||||||||||||||
Senior subordinated loan (14.0%, due 8/16)(2) | 44,023 | 41,821 | 44,023 | 41,821 | ||||||||||||||||||||
Total | 190,825 | 177,337 | 295,442 | 235,563 | 486,267 | 412,900 | ||||||||||||||||||
|
||||||||||||||||||||||||
Consumer ProductsNon-Durable | ||||||||||||||||||||||||
Blacksmith Brands Holdings, Inc. and Blacksmith Brands, Inc. | Consumer products and Personal care manufacturer | Senior secured loan (12.5%, due 12/14) | 32,500 | 32,500 | 32,500 | 32,500 | ||||||||||||||||||
|
||||||||||||||||||||||||
Bushnell, Inc. | Sports optics manufacturer | Junior secured loan (6.8%, due 2/14) | 40,217 | 30,456 | 40,217 | 30,456 | ||||||||||||||||||
|
||||||||||||||||||||||||
Gilchrist & Soames, Inc. | Personal care manufacturer | Senior subordinated loan (13.4%, due 10/13) | 24,310 | 23,181 | 24,310 | 23,181 | ||||||||||||||||||
|
||||||||||||||||||||||||
The Homax Group, Inc. | Home improvement products manufacturer | Senior secured revolver (8.0% due 10/12)(2) | 653 | 648 | 653 | 648 | ||||||||||||||||||
Senior subordinated note (14.5%, due 4/14)(2) | 13,649 | 9,804 | 13,649 | 9,804 | ||||||||||||||||||||
Preferred stock (76 shares) | 76 | | 76 | | ||||||||||||||||||||
Common stock (24 shares) | 5 | | 5 | | ||||||||||||||||||||
Warrants | 954 | | 954 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Innovative Brands, LLC | Consumer products and personal care manufacturer | Senior secured loan (15.5%, due 9/11) | 17,079 | 17,079 | 17,079 | 17,079 | ||||||||||||||||||
|
||||||||||||||||||||||||
Making Memories Wholesale, Inc.(4) | Scrapbooking branded products manufacturer | Senior secured loan (10.0%, due 8/14) | 7,770 | 9,750 | 7,770 | 9,750 | ||||||||||||||||||
Senior secured loan (15.0%, due 8/14)(2) | 4,062 | 514 | 4,062 | 514 | ||||||||||||||||||||
Common stock (100 shares) | | | | | ||||||||||||||||||||
|
||||||||||||||||||||||||
The Step2 Company, LLC | Toy manufacturer | Senior secured loan (11.0%, due 4/12)(2) | 93,937 | 89,614 | 93,937 | 89,614 | ||||||||||||||||||
Equity interests | 2,156 | 705 | 2,156 | 705 | ||||||||||||||||||||
|
||||||||||||||||||||||||
The Thymes, LLC(4) | Cosmetic products manufacturer | Preferred stock (8.0%, 6,283 shares)(2) | 6,785 | 6,107 | 6,785 | 6,107 | ||||||||||||||||||
Common stock (5,400 shares) | | | | |
9
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
Woodstream Corporation(6) | Pest control, wildlife caring and control | Senior subordinated note (12.0%, due 2/15) | 89,693 | 77,400 | 89,693 | 77,400 | ||||||||||||||||||
products manufacturer | Common stock (6,960 shares) | 6,961 | 2,700 | 6,961 | 2,700 | |||||||||||||||||||
Total | 68,196 | 65,950 | 272,611 | 234,508 | 340,807 | 300,458 | ||||||||||||||||||
|
||||||||||||||||||||||||
Restaurants and Food Services | ||||||||||||||||||||||||
ADF Capital, Inc. and ADF Restaurant Group, LLC | Restaurant owner and operator | Senior secured revolving loan(6.5%, due 11/12) (2) | 3,418 | 3,418 | 3,418 | 3,418 | ||||||||||||||||||
Senior secured loan (12.5%, due 11/13)(2) | 34,629 | 34,623 | 34,629 | 34,623 | ||||||||||||||||||||
Promissory note (12.0%, due 11/16)(2) | 13,093 | 13,105 | 13,093 | 13,105 | ||||||||||||||||||||
Warrants to purchase 0.61 shares | | 2,719 | | 2,719 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Encanto Restaurants, Inc. | Restaurant owner and operator | Junior secured loan (11.0%, due 8/13)(2) | 24,996 | 23,746 | 24,996 | 23,746 | ||||||||||||||||||
|
||||||||||||||||||||||||
Hot Light Brands, Inc.(4) | Restaurant owner and operator | Senior secured loan (9.0%, due 2/11)(3) | 29,257 | 9,116 | 29,257 | 9,116 | ||||||||||||||||||
Common stock (93,500 shares) | 5,151 | | 5,151 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Hot Stuff Foods, LLC(4) | Convenience food service retailer | Senior secured loan (3.7%, due 2/12) | 44,602 | 44,697 | 44,602 | 44,697 | ||||||||||||||||||
Junior secured loan (7.2% due 8/12)(3) | 31,237 | 35,549 | 31,237 | 35,549 | ||||||||||||||||||||
Senior subordinated note (15.0%, due 2/13)(2)(3) | 31,401 | 12,691 | 31,401 | 12,691 | ||||||||||||||||||||
Subordinated note (16.0%, due 2/13)(2)(3) | 20,749 | | 20,749 | | ||||||||||||||||||||
Common stock (1,147,453 shares) | 56,187 | | 56,187 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Huddle House, Inc.(4) | Restaurant owner and operator | Senior subordinated note (15.0%, due 12/15)(2) | 19,646 | 19,646 | 19,646 | 19,646 | ||||||||||||||||||
Common stock (358,428 shares) | 36,348 | 3,919 | 36,348 | 3,919 | ||||||||||||||||||||
|
||||||||||||||||||||||||
OTG Management, Inc. | Airport restaurant operator | Junior secured loan (20.5%, due 6/13)(2) | 16,149 | 16,149 | 16,149 | 16,149 | ||||||||||||||||||
Warrants to purchase 89,000 shares | | 1,102 | | 1,102 | ||||||||||||||||||||
|
||||||||||||||||||||||||
S.B. Restaurant Company | Restaurant owner and operator | Senior secured loan (11.8%, due 4/11) | 38,207 | 32,693 | 38,207 | 32,693 | ||||||||||||||||||
Preferred stock (46,690 shares) | 117 | | 117 | | ||||||||||||||||||||
Warrants | 534 | | 534 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Vistar Corporation and Wellspring Distribution | Food service distributor | Senior subordinated note (13.5%, due 5/15) | 73,625 | 69,944 | 73,625 | 69,944 | ||||||||||||||||||
Corporation | Class A non-voting common stock (1,366,120 shares) | 7,500 | 4,050 | 7,500 | 4,050 | |||||||||||||||||||
Total | 173,410 | 168,856 | 313,436 | 158,311 | 486,846 | 327,167 | ||||||||||||||||||
|
||||||||||||||||||||||||
Beverage, Food and Tobacco | ||||||||||||||||||||||||
3091779 Nova Scotia Inc. | Baked goods manufacturer | Senior secured revolving loan (8.0%, due 1/10) | 2,401 | 2,463 | 2,401 | 2,463 | ||||||||||||||||||
Junior secured loan (14.0%, due 1/10)(2) | 15,147 | 10,292 | 15,147 | 10,292 | ||||||||||||||||||||
Warrants to purchase 57,545 shares | | | | |
10
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
Apple & Eve, LLC and US Juice Partners, LLC(5) | Juice manufacturer | Senior secured revolving loan (12.0%, due 10/13) | 3,000 | 3,000 | 3,000 | 3,000 | ||||||||||||||||||
Senior secured loan (12.0%, due 10/13) | 33,900 | 33,900 | 33,900 | 33,900 | ||||||||||||||||||||
Senior units (50,000 units) | 5,000 | 5,000 | 5,000 | 5,000 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Best Brands Corporation | Baked goods manufacturer | Senior secured loan (7.5%, due 12/12)(2) | 11,359 | 13,358 | 11,359 | 13,358 | ||||||||||||||||||
Junior secured loan (16.0%, due 6/13)(2) | 48,376 | 49,036 | 48,376 | 49,036 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Border Foods, Inc.(4) | Green chile and jalapeno products manufacturer | Senior secured loan (12.9%, due 3/12) | 29,064 | 34,126 | 29,064 | 34,126 | ||||||||||||||||||
Preferred stock (100,000 shares) | 12,721 | 20,901 | 12,721 | 20,901 | ||||||||||||||||||||
Common stock (260,467 shares) | 3,847 | 9,663 | 3,847 | 9,663 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Bumble Bee Foods, LLC and BB Co-Invest LP | Canned seafood manufacturer | Common stock (4,000 shares) | 4,000 | 6,760 | 4,000 | 6,760 | ||||||||||||||||||
|
||||||||||||||||||||||||
Charter Baking Company, Inc. | Baked goods manufacturer | Senior subordinated note (13.0%, due 2/13)(2) | 5,883 | 5,883 | 5,883 | 5,883 | ||||||||||||||||||
Preferred stock (6,258 shares) | 2,500 | 1,725 | 2,500 | 1,725 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Distant Lands Trading Co. | Coffee manufacturer | Senior secured revolving loan (8.3%, due 11/11) | 8,284 | 7,852 | 8,284 | 7,852 | ||||||||||||||||||
Senior secured loan (13.0%, due 11/11) | 43,509 | 43,026 | 43,509 | 43,026 | ||||||||||||||||||||
Common stock (3,451 shares) | 3,451 | 1,046 | 3,451 | 1,046 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Ideal Snacks Corporation | Snacks manufacturer | Senior secured loan (8.5%, due 6/11) | 967 | 958 | 967 | 958 | ||||||||||||||||||
Total | 131,566 | 131,417 | 101,843 | 117,572 | 233,409 | 248,989 | ||||||||||||||||||
|
||||||||||||||||||||||||
Education | ||||||||||||||||||||||||
Campus Management Corp. and Campus Management | Education software developer | Senior secured loan (13.0%, due 8/13)(2) | 42,486 | 42,486 | 42,486 | 42,486 | ||||||||||||||||||
Acquisition Corp.(5) | Preferred stock (8.0%, 493,147 shares)(2) | 9,668 | 13,750 | 9,668 | 13,750 | |||||||||||||||||||
|
||||||||||||||||||||||||
Community Education Centers, Inc. | Offender re-entry and in-prison treatment services provider | Senior subordinated loan (21.5%, due 11/13)(2) | 37,307 | 35,869 | 37,307 | 35,869 | ||||||||||||||||||
|
||||||||||||||||||||||||
eInstruction Corporation | Developer, manufacturer and retailer of | Junior secured loan (7.8%, due 7/14) | 16,942 | 15,475 | 16,942 | 15,475 | ||||||||||||||||||
educational products | Subordinated loan (16.0%, due 1/15)(2) | 19,795 | 18,699 | 19,795 | 18,699 | |||||||||||||||||||
Common stock (2,406 shares) | 2,500 | 1,050 | 2,500 | 1,050 | ||||||||||||||||||||
|
||||||||||||||||||||||||
ELC Acquisition Corporation | Developer, manufacturer and retailer of | Senior secured loan (3.5%, due 11/12) | 162 | 157 | 162 | 157 | ||||||||||||||||||
educational products | Junior secured loan (7.2%, due 11/13) | 8,333 | 8,167 | 8,333 | 8,167 | |||||||||||||||||||
|
||||||||||||||||||||||||
Instituto de Banca y Comercio, Inc. | Private school operator | Senior secured loan (8.5%, due 3/14) | 11,700 | 11,700 | 11,700 | 11,700 | ||||||||||||||||||
Leeds IV Advisors, Inc. | Senior subordinated loan (16.0%, due 6/14)(2) | 30,877 | 30,877 | 30,877 | 30,877 | |||||||||||||||||||
Preferred stock (306,388 shares) | 1,456 | 3,925 | 1,456 | 3,925 | ||||||||||||||||||||
Common stock (354,863 shares) | 89 | 4,546 | 89 | 4,546 | ||||||||||||||||||||
|
||||||||||||||||||||||||
JTC Education Holdings, Inc. | Postsecondary school operator | Senior secured loan (12.5%, due 12/14) | 31,250 | 31,250 | 31,250 | 31,250 |
11
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
Lakeland Finance, LLC | Private school operator | Junior secured loan (11.5%, due 12/12) | 26,654 | 26,654 | 26,654 | 26,654 | ||||||||||||||||||
|
||||||||||||||||||||||||
R3 Education, Inc. | Medical school operator | Senior secured loan (9.0%, due 6/10) | 791 | 1,101 | 791 | 1,101 | ||||||||||||||||||
Senior secured loan (9.0%, due 12/12) | 21,388 | 29,773 | 21,388 | 29,773 | ||||||||||||||||||||
Senior secured loan (13.0%, due 4/13)(2) | 1,244 | 3,186 | 1,244 | 3,186 | ||||||||||||||||||||
Preferred stock (8,800 shares) | 2,200 | 1,100 | 2,200 | 1,100 | ||||||||||||||||||||
Warrants to purchase 27,890 shares | | | | | ||||||||||||||||||||
Member interest | 15,800 | 11,515 | 15,800 | 11,515 | ||||||||||||||||||||
Total | 204,098 | 220,187 | 76,544 | 71,093 | 280,642 | 291,280 | ||||||||||||||||||
|
||||||||||||||||||||||||
Manufacturing | ||||||||||||||||||||||||
Arrow Group Industries, Inc. | Residential and outdoor shed manufacturer | Senior secured loan (5.3%, due 4/10) | 5,653 | 4,437 | 5,653 | 4,437 | ||||||||||||||||||
|
||||||||||||||||||||||||
Component Hardware Group, Inc. | Commercial equipment manufacturer | Senior subordinated note (13.5%, due 1/13)(2)(3) | 18,947 | 16,695 | 18,947 | 16,695 | ||||||||||||||||||
|
||||||||||||||||||||||||
Emerald Performance Materials, LLC | Polymers and performance materials manufacturer | Senior secured loan (8.3%, due 5/11) | 8,928 | 8,839 | 8,928 | 8,839 | ||||||||||||||||||
Senior secured loan (8.5%, due 5/11) | 626 | 620 | 626 | 620 | ||||||||||||||||||||
Senior secured loan (10.0%, due 5/11) | 1,604 | 1,556 | 1,604 | 1,556 | ||||||||||||||||||||
Senior secured loan (16.0%, due 5/11)(2) | 4,937 | 4,838 | 4,937 | 4,838 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Jakel, Inc.(4) | Electric motor manufacturer | Senior subordinated loan (15.5%, due 3/08)(2)(3) | 748 | | 748 | | ||||||||||||||||||
|
||||||||||||||||||||||||
NetShape Technologies, Inc. | Metal precision engineered components manufacturer | Senior secured loan (4.0%, due 2/13) | 972 | 335 | 972 | 335 | ||||||||||||||||||
|
||||||||||||||||||||||||
Penn Detroit Diesel Allison, LLC(4) | Diesel engine manufacturer | Member interest | 20,081 | 15,258 | 20,081 | 15,258 | ||||||||||||||||||
|
||||||||||||||||||||||||
Postle Aluminum Company, LLC(5) | Aluminum distribution provider | Senior secured loan (6.0%, due 10/12)(2)(3) | 34,876 | 16,054 | 34,876 | 16,054 | ||||||||||||||||||
Senior subordinated loan (3.0%, due 10/12)(2)(3) | 23,868 | | 23,868 | | ||||||||||||||||||||
Member interest | 2,174 | | 2,174 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Reflexite Corporation(4) | Developer and manufacturer of | Senior subordinated loan (18.0%, due 11/14)(2) | 16,785 | 16,785 | 16,785 | 16,785 | ||||||||||||||||||
high-visibility reflective products | Common stock (1,821,860 shares) | 27,435 | 24,595 | 27,435 | 24,595 | |||||||||||||||||||
|
||||||||||||||||||||||||
Saw Mill PCG Partners LLC | Precision components | Common units (1,000 units) | 1,000 | | 1,000 | | ||||||||||||||||||
manufacturer | ||||||||||||||||||||||||
|
||||||||||||||||||||||||
Service Champ, Inc.(4)(6) | Automotive aftermarket components supplier | Senior subordinated loan (15.5%, due 4/12)(2) | 27,696 | 27,696 | 27,696 | 27,696 | ||||||||||||||||||
Common stock (55,112 shares) | 11,145 | 28,071 | 11,145 | 28,071 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Stag-Parkway, Inc.(4) | Automotive aftermarket components supplier | Junior subordinated loan (10.0%, due 7/12) | 19,004 | 19,004 | 19,004 | 19,004 | ||||||||||||||||||
Common stock (25,000 shares) | 32,686 | 14,226 | 32,686 | 14,226 | ||||||||||||||||||||
|
||||||||||||||||||||||||
STS Operating, Inc. | Hydraulic systems equipment and supplies provider | Senior subordinated note (11.0%, due 1/13) | 30,318 | 28,695 | 30,318 | 28,695 |
12
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
Tappan Wire & Cable Inc. | Specialty wire and cable manufacturer | Senior secured loan (15.0%, due 8/14)(3) | 22,248 | 5,331 | 22,248 | 5,331 | ||||||||||||||||||
Common stock (12,940 shares) | 2,043 | | 2,043 | | ||||||||||||||||||||
Warrant | | | | | ||||||||||||||||||||
|
||||||||||||||||||||||||
UL Holding Co., LLC | Petroleum product manufacturer | Senior secured loan (9.2%, due 12/12) | 13,896 | 13,200 | 13,896 | 13,200 | ||||||||||||||||||
Senior secured loan (14.0%, due 12/12) | 6,949 | 6,600 | 6,949 | 6,600 | ||||||||||||||||||||
Common units (100,000 units) | 500 | 500 | 500 | 500 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Universal Trailer Corporation | Livestock and specialty | Common stock (74,920 shares) | 7,930 | | 7,930 | | ||||||||||||||||||
trailer manufacturer | ||||||||||||||||||||||||
Total | 96,243 | 81,970 | 246,806 | 171,365 | 343,049 | 253,335 | ||||||||||||||||||
|
||||||||||||||||||||||||
Retail | ||||||||||||||||||||||||
Apogee Retail, LLC | For-profit thrift retailer | Senior secured loan (5.2%, due 3/12) | 43,168 | 40,578 | 43,168 | 40,578 | ||||||||||||||||||
Senior secured loan (16.0%, due 9/12)(2) | 22,480 | 22,480 | 22,480 | 22,480 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Dufry AG | Retail newsstand operator | Common stock (39,056 shares) | 3,000 | 2,638 | 3,000 | 2,638 | ||||||||||||||||||
|
||||||||||||||||||||||||
Savers, Inc. and SAI Acquisition Corp. | For-profit thrift retailer | Senior subordinated note (12.0%, due 8/14)(2) | 25,847 | 25,847 | 25,847 | 25,847 | ||||||||||||||||||
Common stock (1,170,182 shares) | 4,500 | 5,840 | 4,500 | 5,840 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Things Remembered, Inc. and TRM Holdings Corporation | Personalized gift retailer | Senior secured loan (6.5%, due 9/12)(2) | 39,409 | 31,544 | 39,409 | 31,544 | ||||||||||||||||||
Preferred stock (153 shares) | 1,800 | | 1,800 | | ||||||||||||||||||||
Common stock (800 shares) | 200 | | 200 | | ||||||||||||||||||||
Warrants to purchase 859 common shares | | | | | ||||||||||||||||||||
Total | 140,404 | 128,927 | | | 140,404 | 128,927 | ||||||||||||||||||
|
||||||||||||||||||||||||
Consumer ProductsDurable | ||||||||||||||||||||||||
Carlisle Wide Plank Floors, Inc. | Hardwood floor manufacturer | Senior secured loan (12.0%, due 6/11) | 1,638 | 1,544 | 1,638 | 1,544 | ||||||||||||||||||
Common stock (345,056 shares) | 345 | | 345 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
Direct Buy Holdings, Inc. and Direct Buy Investors, LP(5) | Membership based buying club franchisor and | Senior secured loan (6.8%, due 11/12) | 2,052 | 1,803 | 2,052 | 1,803 | ||||||||||||||||||
operator | Senior subordinated note (16.0%, due 5/13)(2) | 78,181 | 71,856 | 78,181 | 71,856 | |||||||||||||||||||
Limited partnership interest | 8,000 | 1,500 | 8,000 | 1,500 | ||||||||||||||||||||
Limited partnership interest | 10,000 | 3,000 | 10,000 | 3,000 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Havco Wood Products LLC | Laminated oak and fiber-reinforced composite flooring manufacturer for trailers | Member interest | 910 | | 910 | | ||||||||||||||||||
Total | 12,052 | 4,803 | 89,074 | 74,900 | 101,126 | 79,703 | ||||||||||||||||||
|
||||||||||||||||||||||||
Computers and Electronics | ||||||||||||||||||||||||
Network Hardware Resale, Inc. | Networking equipment resale provider | Senior secured loan (12.0%, due 12/11)(2) | 16,088 | 16,031 | 16,088 | 16,031 | ||||||||||||||||||
Convertible subordinated loan (9.8%, due 12/15)(2) | 15,998 | 15,998 | 15,998 | 15,998 | ||||||||||||||||||||
|
||||||||||||||||||||||||
RedPrairie Corporation | Software manufacturer | Junior secured loan (6.8%, due 1/13) | 15,300 | 14,535 | 15,300 | 14,535 |
13
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
TZ Merger Sub, Inc. | Computers and electronics | Senior secured loan (7.5%, due 7/15) | 4,711 | 4,818 | 4,711 | 4,818 | ||||||||||||||||||
|
||||||||||||||||||||||||
X-rite, Incorporated | Artwork software manufacturer | Junior secured loan (14.4%, due 7/13) | 10,906 | 10,906 | 10,906 | 10,906 | ||||||||||||||||||
Total | 30,917 | 30,259 | 32,086 | 32,029 | 63,003 | 62,288 | ||||||||||||||||||
|
||||||||||||||||||||||||
Printing, Publishing and Media | ||||||||||||||||||||||||
Canon Communications LLC | Print publications services | Junior secured loan (13.8%, due 11/11)(2) | 24,147 | 19,331 | 24,147 | 19,331 | ||||||||||||||||||
|
||||||||||||||||||||||||
EarthColor, Inc. | Printing management services | Subordinated note (15.0%, due 11/13)(2)(3) | 123,385 | | 123,385 | | ||||||||||||||||||
Common stock (63,438 shares) | 63,438 | | 63,438 | | ||||||||||||||||||||
Warrants | | | | | ||||||||||||||||||||
|
||||||||||||||||||||||||
LVCG Holdings LLC(4) | Commercial printer | Member interest | 6,600 | 330 | 6,600 | 330 | ||||||||||||||||||
|
||||||||||||||||||||||||
National Print Group, Inc. | Printing management services | Senior secured revolving loan (9.0%, due 3/12) | 1,611 | 870 | 1,611 | 870 | ||||||||||||||||||
Senior secured loan (16.0%, due 3/12)(2) | 8,095 | 4,422 | 8,095 | 4,422 | ||||||||||||||||||||
Preferred stock (9,344 shares) | 2,000 | | 2,000 | | ||||||||||||||||||||
|
||||||||||||||||||||||||
The Teaching Company, LLC and The Teaching Company | Education publications provider | Senior secured loan (10.5%, due 9/12) | 28,000 | 28,000 | 28,000 | 28,000 | ||||||||||||||||||
Holdings, Inc. | Preferred stock (29,969 shares) | 2,997 | 3,872 | 2,997 | 3,872 | |||||||||||||||||||
Common stock (15,393 shares) | 3 | 4 | 3 | 4 | ||||||||||||||||||||
Total | 73,453 | 56,829 | 186,823 | | 260,276 | 56,829 | ||||||||||||||||||
|
||||||||||||||||||||||||
Aerospace & Defense | ||||||||||||||||||||||||
AP Global Holdings, Inc. | Safety and security equipment manufacturer | Senior secured loan (4.8%, due 10/13) | 7,295 | 6,969 | 7,295 | 6,969 | ||||||||||||||||||
|
||||||||||||||||||||||||
ILC Industries, Inc. | Industrial products provider | Junior secured loan (11.5%, due 6/14) | 12,000 | 12,000 | 12,000 | 12,000 | ||||||||||||||||||
|
||||||||||||||||||||||||
Thermal Solutions LLC and TSI Group, Inc. | Thermal management and electronics packaging | Senior secured loan (4.0%, due 3/11) | 462 | 444 | 462 | 444 | ||||||||||||||||||
manufacturer | Senior secured loan (4.5%, due 3/12) | 2,732 | 2,486 | 2,732 | 2,486 | |||||||||||||||||||
Senior subordinated notes (14.0%, due 3/13)(2) | 2,747 | 2,554 | 2,747 | 2,554 | ||||||||||||||||||||
Senior subordinated notes (14.3%, due 3/13)(2) | 5,583 | 5,191 | 5,583 | 5,191 | ||||||||||||||||||||
Preferred stock (71,552 shares) | 716 | 529 | 716 | 529 | ||||||||||||||||||||
Common stock (1,460,246 shares) | 15 | 11 | 15 | 11 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Wyle Laboratories, Inc. and Wyle Holdings, Inc. | Provider of specialized engineering, scientific and | Junior secured loan (15.0%, due 1/15) | 28,000 | 28,000 | 28,000 | 28,000 | ||||||||||||||||||
technical services | Senior preferred stock (8.0%, 775 shares)(2) | 96 | 80 | 96 | 80 | |||||||||||||||||||
Common stock (1,616,976 shares) | 2,004 | 1,600 | 2,004 | 1,600 | ||||||||||||||||||||
Total | 61,650 | 59,864 | | | 61,650 | 59,864 | ||||||||||||||||||
|
||||||||||||||||||||||||
Telecommunications | ||||||||||||||||||||||||
American Broadband Communications, LLC | Broadband communication services | Senior subordinated loan (18.0%, due 11/14)(2) | 39,952 | 39,952 | 39,952 | 39,952 | ||||||||||||||||||
and American Broadband Holding Co. | Warrants to purchase 166 shares | | | | |
14
|
|
|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
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|
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Startec Equity, LLC (4) | Communication services | Member interest | 211 | 65 | 211 | 65 | ||||||||||||||||||
Total Telecommunications | 39,952 | 39,952 | 211 | 65 | 40,163 | 40,017 | ||||||||||||||||||
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Oil and Gas | ||||||||||||||||||||||||
Geotrace Technologies, Inc. | Reservoir processing, development services, and data management services | Warrants | 2,027 | 2,075 | 2,027 | 2,075 | ||||||||||||||||||
|
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IAT Equity, LLC and Affiliates d/b/a Industrial Air Tool(4) | Industrial products distributor | Senior subordinated note (9.0%, due 6/14) | 6,000 | 6,000 | 6,000 | 6,000 | ||||||||||||||||||
Member interest | 7,500 | 5,485 | 7,500 | 5,485 | ||||||||||||||||||||
Total | | | 15,527 | 13,560 | 15,527 | 13,560 | ||||||||||||||||||
|
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Environmental Services | ||||||||||||||||||||||||
AWTP, LLC | Water treatment services | Junior secured loan (due 12/12)(3) | 13,682 | 5,472 | 13,682 | 5,472 | ||||||||||||||||||
|
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Mactec, Inc. | Engineering and | Class B-4 stock (16 shares) | | | | | ||||||||||||||||||
environmental | Class C stock (5,556 shares) | | 150 | | 150 | |||||||||||||||||||
services | ||||||||||||||||||||||||
|
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Sigma International Group, Inc. | Water treatment parts manufacturer | Junior secured loan (16.0%, due 10/13) | 17,500 | 12,250 | 17,500 | 12,250 | ||||||||||||||||||
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Universal Environmental Services, LLC(5) | Hydrocarbon recycling and related waste management services and products | Preferred member interest | 1,599 | | 1,599 | | ||||||||||||||||||
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Waste Pro USA, Inc. | Waste management services | Preferred Class A common stock (14.0%, 611,615 shares)(2) | 12,263 | 13,263 | 12,263 | 13,263 | ||||||||||||||||||
|
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Wastequip, Inc.(5) | Waste management equipment | Senior subordinated loan (12.5%, due 2/15)(2) | 13,030 | 1,968 | 13,030 | 1,968 | ||||||||||||||||||
manufacturer | Common stock (13,889 shares) | 1,389 | | 1,389 | | |||||||||||||||||||
Total | 57,864 | 33,103 | 1,599 | | 59,463 | 33,103 | ||||||||||||||||||
|
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Cargo Transport | ||||||||||||||||||||||||
The Kenan Advantage Group, Inc. | Fuel transportation provider | Senior secured loan (3.0%, due 12/11) | 2,400 | 2,304 | 2,400 | 2,304 | ||||||||||||||||||
Senior subordinated note (13.0%, due 12/13)(2) | 26,125 | 25,603 | 26,125 | 25,603 | ||||||||||||||||||||
Preferred stock (8.0%, 10,984 shares)(2) | 1,454 | 1,932 | 1,454 | 1,932 | ||||||||||||||||||||
Common stock (30,575 shares) | 31 | 41 | 31 | 41 | ||||||||||||||||||||
Total | 30,010 | 29,880 | | | 30,010 | 29,880 | ||||||||||||||||||
|
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Health Clubs | ||||||||||||||||||||||||
Athletic Club Holdings, Inc. | Premier health club operator | Senior secured loan (4.7%, due 10/13) | 14,234 | 12,526 | 14,234 | 12,526 | ||||||||||||||||||
Senior secured loan (6.8%, due 10/13) | 12,516 | 11,014 | 12,516 | 11,014 | ||||||||||||||||||||
Total | 26,750 | 23,540 | | | 26,750 | 23,540 | ||||||||||||||||||
|
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Buildings and Real Estate | ||||||||||||||||||||||||
10th Street, LLC(5) | Document storage and management services | Senior subordinated note (13.0%, due 11/14)(2) | 22,234 | 22,325 | 22,234 | 22,325 | ||||||||||||||||||
Member interest | 422 | 475 | 422 | 475 | ||||||||||||||||||||
Option | 25 | 25 | 25 | 25 | ||||||||||||||||||||
Total | | | 22,681 | 22,825 | 22,681 | 22,825 | ||||||||||||||||||
15
16
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|
Ares Capital | Allied Capital | Pro Forma Ares Capital | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company
|
Description | Investment | Cost |
Fair
Value |
Cost |
Fair
Value |
Cost |
Fair
Value |
||||||||||||||||
|
||||||||||||||||||||||||
Pro Forma Adjustments: | ||||||||||||||||||||||||
Actual sales of Allied Capital investments subsequent to December 31, 2009(6) | (172,468 | ) | (156,072 | ) | (172,468 | ) | (156,072 | ) | ||||||||||||||||
Estimated Purchase Price Allocation Adjustment(1) | | | | (140,587 | ) | |||||||||||||||||||
Total Investments | $ | 2,376,384 | $ | 2,171,814 | $ | 3,512,645 | $ | 1,975,046 | $ | 5,889,029 | $ | 4,006,273 | ||||||||||||
See accompanying notes to pro forma condensed consolidated financial statements on the next page.
17
Ares Capital Corporation and Subsidiaries
Notes to Pro Forma Condensed Consolidated Financial Statements
Unaudited
(In thousands, except share and per share data unless otherwise stated)
1. BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma condensed consolidated financial information related to the merger is included as of and for the year ended December 31, 2009. On October 26, 2009, Ares Capital and Allied Capital entered into the merger agreement. For the purposes of the pro forma condensed consolidated financial statements, the purchase price is currently estimated at approximately $817 million, which is based upon a price of $13.44 per share (closing price as of March 1, 2010) of Ares Capital common stock and an implied value per share of Allied Capital common stock of $4.37. The pro forma adjustments included herein reflect the conversion of Allied Capital common stock into Ares Capital common stock using an exchange ratio of 0.325 of a share of Ares Capital common stock for each of the approximately 179.9 million shares of Allied Capital common stock outstanding as of December 31, 2009.
The merger will be accounted for as an acquisition of Allied Capital by Ares Capital in accordance with the acquisition method of accounting as detailed in ASC 805-10 (previously SFAS No. 141(R)), Business Combinations . The acquisition method of accounting requires an acquirer to recognize the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree based on their fair values as of the date of acquisition. As described in more detail in ASC 805-10, goodwill, if any, will be recognized as of the acquisition date, for the excess of the consideration transferred over the fair value of identifiable net assets acquired. If the total acquisition date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred, the excess will be recognized as a gain. In connection with the merger and subsequent combination, the estimated fair value of the net assets to be acquired is currently anticipated to exceed the purchase price, and based on Ares Capital's preliminary purchase price allocation, a gain of approximately $291 million is currently expected to be recorded by Ares Capital in the period the merger and subsequent combination are completed.
Under the Investment Company Act rules, the regulations pursuant to Article 6 of Regulation S-X and the American Institute of Certified Public Accountants' Audit and Accounting Guide for Investment Companies, Ares Capital is precluded from consolidating any entity other than another investment company or an operating company that provides substantially all of its services and benefits to Ares Capital. Ares Capital's financial statements include its accounts and the accounts of all its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
In determining the value of the assets to be acquired, Ares Capital uses ASC 820-10 (previously SFAS No. 157), Fair Value Measurements , which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires Ares Capital to assume that the portfolio investment is sold in a principal market to market participants, or in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, Ares Capital has considered its principal market as the market in which Ares Capital exits its portfolio investments with the greatest volume and level of activity. ASC 820-10
18
specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:
In addition to using the above inputs in investment valuations, Ares Capital continues to employ the relevant provisions of its valuation policy, which policy is consistent with ASC 820-10. Consistent with Ares Capital's valuation policy, the source of inputs, including any markets in which Ares Capital's investments are trading (or any markets in which securities with similar attributes are trading), are evaluated in determining fair value. Ares Capital's valuation policy considers the fact that because there is not a readily available market value for most of the investments in Ares Capital's portfolio, the fair value of its investments must typically be determined using unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of Ares Capital's investments may fluctuate from period to period. Additionally, the fair value of Ares Capital's investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that Ares Capital may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If Ares Capital were required to liquidate a portfolio investment in a forced or liquidation sale, Ares Capital may realize significantly less than the value at which Ares Capital has recorded it.
The following table presents fair value measurements of investments for the pro forma combined company as of December 31, 2009:
|
|
Fair Value
Measurements Using |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Total | Level 1 | Level 2 | Level 3 | |||||||||
Investments |
$ | 4,006,273 | $ | | $ | 5,127 | $ | 4,001,146 |
The following tables present changes in investments that use Level 3 inputs between the actual December 31, 2009 amounts and those presented for the pro forma combined company as of December 31, 2009:
|
Ares Capital | Allied Capital |
Pro Forma
Adjustments |
Ares Capital
Pro Forma Combined |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Actual balance as of December 31, 2009 |
$ | 2,171,814 | $ | 2,131,118 | $ | | $ | 4,302,932 | |||||
Estimated purchase price allocation adjustment |
| | (140,587 | ) | (140,587 | ) | |||||||
Actual sales of Allied Capital investments subsequent to December 31, 2009 |
| (156,072 | ) | | (156,072 | ) | |||||||
Net transfers in and/or out of Level 3 |
| | | | |||||||||
Pro Forma Balance as of December 31, 2009 |
$ | 2,171,814 | $ | 1,975,046 | $ | (140,587 | ) | $ | 4,006,273 | ||||
As of December 31, 2009, the net unrealized loss on the investments that use Level 3 inputs for the pro forma combined company was $1.8 billion.
19
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than would be realized based on the valuations currently assigned.
Certain other transactions that affect the purchase price that occurred subsequent to December 31, 2009 have been adjusted for in the unaudited pro forma condensed consolidated balance sheet. These primarily include sales of investments and receivables of $157 million for Allied Capital, the paydown of Allied Capital's $714 million of senior secured private debt and the $250 million of proceeds obtained from Allied Capital's senior secured term loan (the "Term Loan").
The unaudited pro forma condensed consolidated financial information includes preliminary estimated purchase price allocation adjustments to record the assets and liabilities of Allied Capital at their respective estimated fair values and represents Ares Capital's management's estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the merger and subsequent combination are completed and after completion of a final analysis to determine the estimated fair values of Allied Capital's assets and liabilities. Accordingly, the final purchase accounting adjustments and integration charges may be materially different from the pro forma adjustments presented in this document. Increases or decreases in the estimated fair values of the net assets, commitments, and other items of Allied Capital as compared to the information shown in this document may change the amount of the purchase price allocated to goodwill or recognized as income in accordance with ASC 805-10.
Ares Capital has elected to be treated as a regulated investment company ("RIC") under subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and operates in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify as a RIC, among other things, Ares Capital is required to timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The unaudited pro forma condensed consolidated financial information reflects that Ares Capital has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve Ares Capital from U.S. federal income taxes.
The unaudited pro forma condensed consolidated financial information presented in this document is for illustrative purposes only and does not necessarily indicate the results of operations or the combined financial position that would have resulted had the merger and subsequent combination been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies, asset dispositions, share repurchases and other factors. The unaudited pro forma condensed consolidated financial information is not indicative of the results of operations in future periods or the future financial position of the combined company.
2. PRELIMINARY PURCHASE ACCOUNTING ALLOCATIONS
The unaudited pro forma condensed consolidated financial information for the merger and subsequent combination includes the unaudited pro forma condensed consolidated balance sheet as of December 31, 2009 assuming the merger and subsequent combination were completed on December 31, 2009. The unaudited pro forma condensed consolidated income statement for the year ended December 31, 2009 was prepared assuming the merger and subsequent combination were completed on January 1, 2009.
The unaudited pro forma condensed consolidated financial information reflects the issuance of approximately 58.5 million shares of Ares Capital common stock in connection with the merger but does not reflect (1) the issuance of approximately 23 million shares of common stock pursuant to Ares Capital's public add-on equity offering in February 2010 (the "February Add-on Offering") or (2) Ares Capital's dividend declared on February 25, 2010 to stockholders of record as of March 15, 2010 and to
20
be distributed on March 31, 2010. The February Add-on Offering was completed at a price of $12.75 per share less an underwriting discount totaling approximately $0.6375 per share. Total proceeds received from the February Add-on Offering, net of underwriters' discount and offering costs, were approximately $277.5 million. The Ares Capital Pro Forma Combined net assets per share as of December 31, 2009 would have been $13.58 if the February Add-on Offering were reflected. Additionally, the unaudited pro forma condensed consolidated financial information does not reflect Allied Capital's intention to declare a special dividend of $0.20 per share to Allied Capital stockholders on the date the merger is approved by the affirmative vote of the holders of two-thirds of the shares of Allied Capital common stock outstanding and entitled to vote thereon. Allied Capital will fund the payment of the special dividend to the dividend paying agent on the closing of the merger with instructions to disburse such amounts to Allied Capital stockholders as of the record date as promptly as practicable.
The merger and subsequent combination will be accounted for using the purchase method of accounting; accordingly, Ares Capital's cost to acquire Allied Capital will be allocated to the assets and liabilities of Allied Capital at their respective fair values estimated by Ares Capital as of the acquisition date. The amount of the total acquisition date fair value of the identifiable net assets acquired that exceeds the total purchase price, if any, will be recognized as a gain. Accordingly, the pro forma purchase price has been allocated to the assets to be acquired and the liabilities to be assumed based on Ares Capital's currently estimated fair values as summarized in the following table:
Common stock issued |
$ | 785,978 | |||
Payment of "in-the-money" Allied Capital stock options |
31,405 | (1) | |||
Total purchase price |
$ | 817,383 | |||
Assets acquired: |
|||||
Investments |
$ | 1,834,459 | |||
Cash and cash equivalents |
31,405 | ||||
Other assets |
111,068 | ||||
Total assets acquired |
1,976,932 | ||||
Debt and other liabilities assumed |
(868,606 | ) | |||
Net assets acquired |
1,108,326 | ||||
Gain on acquisition of Allied Capital |
(290,943 | ) | |||
|
$ | 817,383 | |||
21
3. PRELIMINARY PRO FORMA ADJUSTMENTS
The preliminary pro forma purchase accounting allocation included in the unaudited pro forma condensed consolidated financial information is as follows:
|
Allied Capital
Actual December 31, 2009 |
Pro Forma
Adjustments(1) |
Adjusted
Allied Capital December 31, 2009 |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Investments |
$ | 2,131,118 | $ | (156,072 | ) | $ | 1,975,046 | |||
Cash and cash equivalents |
401,702 | (263,284 | ) | 138,418 | ||||||
Other assets |
132,677 | (7,979 | ) | 124,698 | ||||||
Total assets |
$ | 2,665,497 | $ | (427,335 | ) | $ | 2,238,162 | |||
Debt |
$ | 1,426,011 | $ | (430,467 | ) | 995,544 | ||||
Other liabilities |
41,284 | | 41,284 | |||||||
Total liabilities |
1,467,295 | (430,467 | ) | 1,036,828 | ||||||
Net assets |
1,198,202 | 3,132 | 1,201,334 | |||||||
Total liabilities and net assets |
$ | 2,665,497 | $ | (427,335 | ) | $ | 2,238,162 | |||
22
Ares Capital's current estimate of the fair value of assets to be acquired and liabilities to be assumed:
Components of purchase price:
|
Adjusted
Allied Capital December 31, 2009 |
Pro Forma
Adjustments |
Pro Forma | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Common stock issued |
$ | 785,978 | $ | | $ | 785,978 | |||||
Payment of "in-the-money" Allied Capital stock options(4) |
31,405 | | 31,405 | ||||||||
Total purchase price |
$ | 817,383 | $ | | $ | 817,383 | |||||
Assets acquired: |
|||||||||||
Investments |
$ | 1,975,046 | $ | (140,587 | )(1) | $ | 1,834,459 | ||||
Cash and cash equivalents |
138,418 | (107,013 | )(2)(3) | 31,405 | |||||||
Other assets |
124,698 | (13,630 | )(1) | 111,068 | |||||||
Total assets acquired |
2,238,162 | (261,230 | ) | 1,976,932 | |||||||
Debt and other liabilities assumed |
(1,036,828 | ) | 168,222 | (1)(2)(3) | (868,606 | ) | |||||
Net assets acquired |
1,201,334 | (93,008 | )(1)(2) | 1,108,326 | |||||||
Gain on acquisition of Allied Capital |
(383,951 | ) | 93,008 | (290,943 | ) | ||||||
Total |
$ | 817,383 | $ | | $ | 817,383 | |||||
23
well as the assumed cash payment of $31.4 million of the "in-the-money" Allied Capital stock options.
Ares Capital shares outstanding as of December 31, 2009 |
109,944,674 | |||
Estimated shares issued in connection with the merger reflected as outstanding for the period presented |
58,480,513 | |||
Ares Capital adjusted shares outstanding as of December 31, 2009 |
168,425,187 | * | ||
Weighted average shares for the year ended December 31, 2009 have been adjusted to reflect the following:
|
For the
Year Ended December 31, 2009 |
|||
---|---|---|---|---|
Ares Capital weighted average shares outstanding |
101,719,800 | |||
Estimated shares issued in connection with the merger reflected as outstanding for the period presented |
58,480,513 | |||
Ares Capital adjusted weighted average shares outstanding |
160,200,313 | |||
24