Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period to
Commission File No. 000-50697
ARES CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland
33-1089684
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
245 Park Avenue, 44th Floor, New York, NY 10167
(Address of principal executive office) (Zip Code)
(212) 750-7300
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at August 7, 2012
Common stock, $0.001 par value
222,150,745
INDEX
Part I.
Financial Information
Item 1.
Financial Statements
Consolidated Balance Sheet as of June 30, 2012 (unaudited) and December 31, 2011
2
Consolidated Statement of Operations for the three and six months ended June 30, 2012 (unaudited) and June 30, 2011 (unaudited)
3
Consolidated Schedule of Investments as of June 30, 2012 (unaudited) and December 31, 2011
4
Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2012 (unaudited)
39
Consolidated Statement of Cash Flows for the six months ended June 30, 2012 (unaudited) and June 30, 2011 (unaudited)
40
Notes to Consolidated Financial Statements (unaudited)
41
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
65
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
85
Item 4.
Controls and Procedures
86
Part II.
Other Information
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Item 6.
Exhibits
87
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands, except per share data)
As of
June 30, 2012
December 31, 2011
(unaudited)
ASSETS
Investments at fair value
Non-controlled/non-affiliate investments
$
3,461,544
3,060,084
Non-controlled affiliate company investments
329,333
267,324
Controlled affiliate company investments
1,713,936
1,767,098
Total investments at fair value (amortized cost of $5,438,184 and $5,108,663, respectively)
5,504,813
5,094,506
Cash and cash equivalents
101,265
120,782
Interest receivable
101,135
99,078
Receivable for open trades
304
550
Other assets
99,961
72,521
Total assets
5,807,478
5,387,437
LIABILITIES
Debt
2,194,808
2,073,602
Management and incentive fees payable
98,202
92,496
Accounts payable and other liabilities
38,970
47,691
Interest and facility fees payable
28,999
26,383
Total liabilities
2,360,979
2,240,172
Commitments and contingencies (Note 6)
STOCKHOLDERS’ EQUITY
Common stock, par value $.001 per share, 400,000 common shares authorized 222,151 and 205,130 common shares issued and outstanding, respectively
222
205
Capital in excess of par value
3,657,160
3,390,354
Accumulated overdistributed net investment income
(9,578
)
(10,449
Accumulated net realized loss on investments, foreign currency transactions, extinguishment of debt and other assets
(267,934
(218,688
Net unrealized gain (loss) on investments
66,629
(14,157
Total stockholders’ equity
3,446,499
3,147,265
Total liabilities and stockholders’ equity
NET ASSETS PER SHARE
15.51
15.34
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended
For the six months ended
June 30, 2011
INVESTMENT INCOME:
From non-controlled/non-affiliate company investments:
Interest
77,097
60,435
149,360
122,242
Capital structuring service fees
12,568
13,082
20,445
18,500
Dividend income
3,518
521
7,320
2,036
Management and other fees
332
474
660
628
Other income
4,471
880
7,215
2,116
Total investment income from non- controlled/non-affiliate company investments
97,986
75,392
185,000
145,522
From non-controlled affiliate company investments:
5,762
8,759
10,259
18,891
895
—
323
1,255
639
3,631
63
188
126
376
265
62
294
638
Total investment income from non- controlled affiliate company investments
7,308
10,264
12,213
23,536
From controlled affiliate company investments:
55,183
42,079
111,308
80,700
7,804
7,113
17,587
12,706
5,097
4,901
10,198
9,801
4,117
3,939
8,658
7,046
60
619
329
687
Total investment income from controlled affiliate company investments
72,261
58,651
148,080
110,940
Total investment income
177,555
144,307
345,293
279,998
EXPENSES:
Interest and credit facility fees
35,018
28,593
67,794
58,768
Incentive fees
22,733
41,746
49,119
72,687
Base management fees
20,811
17,414
40,797
34,144
Professional fees
3,548
5,514
7,234
8,146
Administrative fees
2,217
2,459
4,537
4,884
Other general and administrative
2,474
2,911
5,275
5,829
Total expenses
86,801
98,637
174,756
184,458
NET INVESTMENT INCOME BEFORE INCOME TAXES
90,754
45,670
170,537
95,540
Income tax expense, including excise tax
2,853
1,907
5,598
3,954
NET INVESTMENT INCOME
87,901
43,763
164,939
91,586
REALIZED AND UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains (losses):
Non-controlled/non-affiliate company investments
(35,040
(14,223
(34,578
58,189
68
1,580
71
(2,016
(3,925
6,269
(12,061
22
Net realized gains (losses)
(38,897
(6,374
(46,568
56,195
Net unrealized gains (losses):
33,192
(7,372
39,209
(20,426
4,038
(9,453
14,131
(2,906
7,376
26,817
27,446
55,558
Net unrealized gains
44,606
9,992
80,786
32,226
Net realized and unrealized gains from investments
5,709
3,618
34,218
88,421
REALIZED LOSS ON EXTINGUISHMENT OF DEBT
(2,678
(10,458
(19,318
NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS
90,932
36,923
196,479
160,689
BASIC AND DILUTED EARNINGS PER COMMON SHARE (Note 9)
0.41
0.18
0.90
0.79
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING — BASIC AND DILUTED (Note 9)
221,878
204,752
219,461
204,586
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of June 30, 2012
(dollar amounts in thousands)
Company(1)
Business Description
Investment
Interest (5)(10)
Acquisition Date
Amortized Cost
Fair Value
Percentage of Net Assets
Investment Funds and Vehicles
AGILE Fund I, LLC (7)(9)
Investment partnership
Member interest (0.50% interest)
4/1/2010
201
111
(2)
CIC Flex, LP (9)
Limited partnership units (0.94 unit)
9/7/2007
2,409
3,608
Covestia Capital Partners, LP (9)
Limited partnership interest (47.00% interest)
6/17/2008
1,059
1,135
Dynamic India Fund IV, LLC (9)
Investment company
Member interest (5.44% interest)
4,822
3,509
Firstlight Financial Corporation (6)(9)
Senior subordinated loan ($56,570 par due 12/2016)
5.00% PIK
12/31/2006
56,358
63,517
Class A common stock (10,000 shares)
10,000
Class B common stock (30,000 shares)
30,000
96,358
HCI Equity, LLC (7)(8)(9)
Member interest (100.00% interest)
633
534
Imperial Capital Private Opportunities, LP (9)
Limited partnership interest (80.00% interest)
5/10/2007
6,531
5,000
Ivy Hill Middle Market Credit Fund, Ltd. (7)(8)(9)
Subordinated notes ($16 par due 11/2018)
15.00%
11/20/2007
15,515
16,480
Class B deferrable interest notes ($25,000 par due 11/2018)
6.49% (Libor + 6.00%/Q)
25,000
23,750
40,515
40,230
Kodiak Funding, LP (9)
Limited partnership interest (1.52% interest)
850
695
Novak Biddle Venture Partners III, L.P. (9)
Limited partnership interest (2.47% interest)
83
179
Partnership Capital Growth Fund I, L.P. (9)
Limited partnership interest (25.00% interest)
6/16/2006
1,721
4,266
Partnership Capital Growth Fund III, L.P. (9)
Limited partnership interest (2.50% interest)
10/5/2011
1,413
1,270
Senior Secured Loan Fund LLC (7)(10)(18)
Co-investment vehicle
Subordinated certificates ($1,110,027 par due 12/2020)
8.47% (Libor + 8.00%/Q)
10/30/2009
1,099,476
1,125,812
VSC Investors LLC (9)
Membership interest (1.95% interest)
1/24/2008
1,398
1,531
1,257,469
1,251,397
36.31
%
Healthcare-Services
CCS Group Holdings, LLC
Correctional facility healthcare operator
Class A units (601,937 units)
8/19/2010
602
1,054
CT Technologies Intermediate Holdings, Inc. and CT Technologies Holdings LLC (6)
Healthcare analysis services
Senior secured loan ($7,209 par due 3/2017)
7.75% (Libor + 6.50%/Q)
3/15/2011
7,209
6,776
(3)(17)
Senior secured loan ($7,604 par due 3/2017)
7,604
7,148
(2)(17)
Class A common stock (9,679 shares)
6/15/2007
4,000
5,276
Class C common stock (1,546 shares)
843
18,813
20,043
INC Research, Inc.
Pharmaceutical and biotechnology consulting services
Common stock (1,410,000 shares)
9/27/2010
1,512
1,024
Magnacare Holdings, Inc., Magnacare Administrative Services, LLC, and Magnacare, LLC
Healthcare professional provider
Senior secured loan ($15,573 par due 3/2018)
9.75% (Libor + 8.75%/Q)
9/15/2010
15,573
Senior secured loan ($43,616 par due 3/2018)
43,616
Senior secured loan ($4,956 par due 3/2018)
4,956
(4)(17)
Senior secured loan ($56,301 par due 3/2018)
3/16/2012
56,301
Senior secured loan ($15,859 par due 3/2018)
15,859
136,305
MW Dental Holding Corp.
Dental services
Senior secured revolving loan ($1,000 par due 4/2017)
8.50% (Libor + 7.00%/M)
4/12/2011
1,000
Senior secured loan ($45,563 par due 4/2017)
45,563
Senior secured loan ($49,501 par due 4/2017)
49,501
Senior secured loan ($9,950 par due 4/2017)
9,950
106,014
Napa Management Services Corporation
Anesthesia management services provider
Senior secured revolving loan ($600 par due 4/2016)
7.50% (Libor + 6.00%/M)
4/15/2011
600
Senior secured revolving loan ($75 par due 4/2016)
8.25% (Base Rate + 5.00%/Q)
75
Senior secured loan ($21,966 par due 4/2016)
21,668
21,966
Senior secured loan ($28,875 par due 4/2016)
7.50% (Libor + 6.00%/Q)
28,875
Common units (5,000 units)
5,692
56,218
57,208
NS Merger Sub. Inc. and NS Holdings, Inc.
Healthcare technology provider
Senior subordinated loan ($579 par due 6/2017)
13.50%
6/21/2010
579
Senior subordinated loan ($50,000 par due 6/2017)
50,000
(3)
Common stock (2,500,000 shares)
2,500
3,015
53,079
53,594
OnCURE Medical Corp.
Radiation oncology care provider
Common stock (857,143 shares)
8/18/2006
3,000
707
Passport Health Communications, Inc., Passport Holding Corp. and Prism Holding Corp.
Series A preferred stock (1,594,457 shares)
7/30/2008
11,156
10,144
Common stock (16,106 shares)
100
11,256
PG Mergersub, Inc. and PGA Holdings, Inc.
Provider of patient surveys, management reports and national databases for the integrated healthcare delivery system
Junior secured loan ($45,000 par due 10/2018)
8.25% (Libor + 7.00%/S)
4/19/2012
45,000
Preferred stock (333 shares)
3/12/2008
125
16
Common stock (16,667 shares)
167
786
45,292
45,802
PRA Holdings, Inc.
Drug testing services
Senior secured loan ($11,330 par due 12/2014)
4.25% (Libor + 4.00%/M)
12/14/2007
11,081
11,103
(4)
Senior secured loan ($12,000 par due 12/2014)
11,732
11,760
22,813
22,863
RCHP, Inc.
Operator of general acute care hospitals
Junior secured loan ($15,000 par due 5/2019)
11.50% (Libor + 10.00%/Q)
11/4/2011
15,000
Junior secured loan ($50,000 par due 5/2019)
65,000
Reed Group, Ltd.
Medical disability management services provider
Senior secured revolving loan ($1,482 par due 12/2013)
1,080
1,260
(2)(16)
Senior secured loan ($12,753 par due 12/2013)
9,285
10,840
5
Senior secured loan ($27,528 par due 12/2013)
16,658
1,533
Equity interests
203
27,226
13,633
Respicardia, Inc.
Developer of implantable therapies to improve cardiovascular health
Senior secured loan ($6,000 par due 7/2015)
11.00% (11.00%/Q)
6/28/2012
5,962
6,000
Warrants to purchase up to 99,094 shares of series C preferred stock
38
6,038
Soteria Imaging Services, LLC (6)
Outpatient medical imaging provider
Junior secured loan ($2,809 par due 11/2010)
2,326
1,683
Preferred member units (1,823,179 units)
Sunquest Information Systems, Inc.
Laboratory software solutions provider
Junior secured loan ($67,000 par due 6/2017)
9.75% (Libor + 8.50%/Q)
12/16/2010
67,000
Junior secured loan ($58,000 par due 6/2017)
58,000
125,000
U.S. Renal Care, Inc.
Dialysis provider
Senior secured loan ($7,406 par due 12/2016)
6.25% (Libor + 3.00%/Q)
6/9/2011
7,369
7,406
Senior subordinated loan ($51,081 par due 6/2018)
11.25% Cash, 2.00% PIK
5/24/2010
51,081
53,124
58,450
60,530
Vantage Oncology, Inc.
Common stock (62,157 shares)
2/3/2011
4,670
4,560
743,576
731,202
21.22
Education
American Academy Holdings, LLC
Provider of education, training, certification, networking, and consulting services to medical coders and other healthcare professionals
Senior secured loan ($16,177 par due 3/2016)
9.50% (Libor + 8.50%/Q)
3/18/2011
16,177
Senior secured loan ($54,633 par due 3/2016)
54,633
Senior secured loan ($4,927 par due 3/2016)
4,927
75,737
Campus Management Corp. and Campus Management Acquisition Corp. (6)
Education software developer
Preferred stock (485,159 shares)
2/8/2008
10,520
13,330
Community Education Centers, Inc.
Offender re-entry and in-prison treatment services provider
Senior secured loan ($16,429 par due 12/2014)
6.25% (Libor + 5.25%/Q)
12/10/2010
16,429
(2)(15)(17)
Senior secured loan ($714 par due 12/2014)
7.50% (Base Rate + 4.25%/M)
714
Junior secured loan ($42,263 par due 12/2015)
15.47% (Libor + 11.47% Cash, 4.00% PIK /Q)
42,263
38,036
Warrants to purchase up to 578,427 shares
59,406
55,179
eInstruction Corporation
Developer, manufacturer and retailer of educational products
Junior secured loan ($17,000 par due 7/2014)
15,257
372
Senior subordinated loan ($29,545 par due 1/2015)
24,151
Common stock (2,406 shares)
926
40,334
ELC Acquisition Corp., ELC Holdings Corporation, and
Developer, manufacturer and retailer of educational
Preferred stock (99,492 shares)
12.00% PIK
8/1/2011
10,149
8,934
6
Excelligence Learning Corporation (6)
products
Common stock (50,800 shares)
51
10,200
Infilaw Holding, LLC
Operator of for-profit law schools
Senior secured loan ($28,847 par due 8/2016)
8/25/2011
28,847
Series A preferred units (126,928 units)
126,928
155,775
Instituto de Banca y Comercio, Inc. & Leeds IV Advisors, Inc.
Private school operator
Series B preferred stock (1,750,000 shares)
8/5/2010
6,628
Series C preferred stock (2,512,586 shares)
6/7/2010
689
949
Common stock (20 shares)
5,689
7,577
Lakeland Tours, LLC
Educational travel provider
Senior secured revolving loan ($13,875 par due 12/2016)
6.00% (Libor + 4.50%/S)
10/4/2011
13,875
Senior secured revolving loan ($7,875 par due 12/2016)
6.75% (Base Rate + 3.50%/Q)
7,875
Senior secured loan ($10,512 par due 12/2016)
6.00% (Libor + 4.50%/M)
10,481
10,512
(2)(14)(17)
Senior secured loan ($53,765 par due 12/2016)
10.00% (Libor + 8.50%/M)
53,608
53,765
Senior secured loan ($9,303 par due 12/2016)
9,275
9,303
(3)(14)(17)
Senior secured loan ($40,362 par due 12/2016)
40,243
40,362
Senior secured loan ($1,861 par due 12/2016)
1,855
1,861
(4)(14)(17)
Senior secured loan ($8,072 par due 12/2016)
8,048
8,072
Common stock (5,000 shares)
4,750
150,260
150,375
R3 Education, Inc. and EIC Acquisitions Corp.
Medical school operator
Senior secured loan ($3,442 par due 4/2013)
9.00% (Libor + 6.00%/Q)
9/21/2007
3,442
8,688
Senior secured loan ($6,940 par due 4/2013)
13.00% PIK
12/8/2009
5,168
17,516
Preferred stock (8,800 shares)
2,200
1,760
Common membership interest (26.27% interest)
15,800
25,156
Warrants to purchase up to 27,890 shares
26,610
53,120
534,531
520,399
15.10
Restaurants and Food Services
ADF Capital, Inc. & ADF Restaurant Group, LLC
Restaurant owner and operator
Senior secured revolving loan ($1,868 par due 11/2013)
6.50% (Libor + 3.50%/Q)
11/27/2006
1,868
Senior secured loan ($7,060 par due 11/2013)
7,060
Senior secured loan ($11,200 par due 11/2014)
12.50% (Libor + 9.50%/Q)
11,203
11,200
Senior secured loan ($9,338 par due 11/2014)
9,338
Promissory note ($14,897 par due 11/2016)
14,887
17,724
Warrants to purchase up to 0.61 shares
6/1/2006
1,897
44,356
49,087
Hojeij Branded Foods, Inc.
Airport restaurant operator
Senior secured loan ($4,000 par due 2/2017)
10.25% (Base Rate + 7.00%/Q)
2/15/2012
3,920
Senior secured loan ($15,000 par due 2/2017)
9.00% (Libor + 8.00%/Q)
14,370
14,700
7
Warrants to purchase up to 324 shares of Class A common stock
669
808
Warrants to purchase up to 7.5% of membership interest
19,039
19,428
Orion Foods, LLC (fka Hot Stuff Foods, LLC) (7)
Convenience food service retailer
Senior secured revolving loan ($9,800 par due 9/2014)
10.75% (Base Rate + 7.50%/M)
9,800
Senior secured loan ($33,697 par due 9/2014)
10.00% (Libor + 8.50%/Q)
33,697
Junior secured loan ($37,552 par due 9/2014)
14.00%
26,397
20,370
Preferred units (10,000 units)
10/28/2010
Class A common units (25,001 units)
Class B common units (1,122,452 units)
69,894
63,867
OTG Management, Inc.
Senior secured revolving loan ($937 par due 8/2016)
8.50% (Libor + 7.00%/Q)
8/9/2011
937
Senior secured loan ($22,437 par due 8/2016)
22,437
Junior secured loan ($29,285 par due 8/2016)
14.50% (Libor + 13.00%/M)
29,285
Junior secured loan ($2,143 par due 8/2016)
2,143
Junior secured loan ($6,000 par due 8/2016)
15.25% (Base Rate + 12.00%/Q)
Common units (3,000,000 units)
1/5/2011
2,801
Warrants to purchase up to 189,857 shares of common stock
6/19/2008
4,877
63,902
68,480
Restaurant Holding Company, LLC
Fast food restaurant operator
Senior secured loan ($1,903 par due 2/2017)
9.75% (Base Rate + 6.50%/Q)
1,867
1,903
Senior secured loan ($51,097 par due 2/2017)
9.00% (Libor + 7.50%/M)
50,148
51,097
Senior secured loan ($431 par due 2/2017)
422
431
Senior secured loan ($11,569 par due 2/2017)
11,345
11,569
Senior secured loan ($359 par due 2/2017)
352
359
Senior secured loan ($9,641 par due 2/2017)
9,457
9,641
73,591
75,000
S.B. Restaurant Company
Senior secured loan ($34,173 par due 7/2012)
13.00% (Libor + 11.00% Cash, 2.00% PIK /Q)
33,899
34,173
Preferred stock (46,690 shares)
Warrants to purchase up to 257,429 shares of common stock
Vistar Corporation and Wellspring Distribution Corp.
Food service distributor
Junior secured loan ($50,250 par due 5/2015)
11.00%
5/23/2008
49,402
50,250
Junior secured loan ($50,000 par due 5/2015)
49,653
Class A non-voting common stock (1,366,120 shares)
5/3/2008
7,500
7,247
106,555
107,497
411,236
417,532
12.12
Business Services
Aviation Properties Corporation (7)
Aviation services
Common stock (100 shares)
8
Cast & Crew Payroll, LLC
Payroll services provider to the entertainment industry
Senior secured loan ($70,000 par due 6/2017)
6/13/2012
70,000
Senior secured loan ($10,000 par due 6/2017)
80,000
CIBT Investment Holdings, LLC
Expedited travel document processing services
Class A shares (2,500 shares)
12/15/2011
2,886
CitiPostal Inc. (7)
Document storage and management services
Senior secured revolving loan ($1,400 par due 12/2013)
6.75% (Base Rate + 3.25%/Q)
1,400
Senior secured loan ($513 par due 12/2013)
8.50% Cash, 5.50% PIK
513
Senior secured loan ($52,594 par due 12/2013)
52,594
Senior subordinated loan ($15,911 par due 12/2015)
13,038
2,109
Common stock (37,024 shares)
67,545
56,616
Cornerstone Records Management, LLC
Physical records storage and management service provider
Senior secured loan ($18,573 par due 8/2016)
8/12/2011
18,573
18,202
Coverall North America, Inc.
Commercial janitorial service provider
Subordinated notes ($9,529 par due 2/2016)
10.00% Cash, 2.00% PIK
2/22/2011
9,529
Diversified Collections Services, Inc.
Collections services
Common stock (478,816 shares)
1,478
4,319
Common stock (128,931 shares)
2/5/2005
306
1,163
1,784
5,482
HCP Acquisition Holdings, LLC (7)
Healthcare compliance advisory services
Class A units (12,287,082 units)
6/26/2008
12,287
3,437
Impact Innovations Group, LLC
IT consulting and outsourcing services
Member interest (50.00% interest)
200
Investor Group Services, LLC (6)
Business consulting for private equity and corporate clients
Limited liability company membership interest (10.00% interest)
6/22/2006
1,009
Itel Laboratories, Inc.
Data services provider for building materials to property insurance industry
Senior secured revolving loan ($175 par due 6/2018)
6.25% (Libor + 5.00%/Q)
6/29/2012
175
Senior secured loan ($22,350 par due 6/2018)
7.00% (Base Rate + 3.75%/Q)
22,350
Preferred units (1,798,391 units)
23,525
Multi-Ad Services, Inc. (6)
Marketing services and software provider
Preferred units (1,725,280 units)
788
2,329
Common units (1,725,280 units)
MVL Group, Inc. (7)
Marketing research provider
Senior secured revolving loan ($940 par due 6/2012)
4.75% (Base Rate + 1.50%/M)
940
Senior secured loan ($22,772 par due 7/2012)
12.00%
22,772
Senior subordinated loan ($36,306 par due 7/2012)
12.00% Cash, 2.50% PIK
35,737
28,716
Junior subordinated loan ($144 par due 7/2012)
10.00%
Common stock (560,716 shares)
59,449
52,428
Pillar Processing LLC and PHL Holding Co. (6)
Mortgage services
Senior secured loan ($11,600 par due 11/2013)
7/31/2008
11,473
10,672
Senior secured loan ($7,375 par due 5/2014)
7,375
757
Common stock (85 shares)
3,768
22,616
11,429
9
Powersport Auctioneer Holdings, LLC
Powersport vehicle auction operator
Common Units (1,972 units)
3/2/2012
915
Prommis Holdings, LLC
Bankruptcy and foreclosure processing services
Class B common units (1,727 units)
6/12/2012
Promo Works, LLC
Marketing services
Senior secured loan ($8,655 par due 12/2013)
3,738
2,281
R2 Acquisition Corp.
Common stock (250,000 shares)
5/29/2007
250
89
Summit Business Media Parent Holding Company LLC
Business media consulting services
Limited liability company membership interest (22.99% interest)
5/20/2011
Tradesmen International, Inc.
Construction labor support
Junior secured loan ($3,126 par due 5/2014)
13.00% Cash, 1.00% PIK
2,599
3,126
Warrants to purchase up to 771,036 shares
7,279
10,405
Tripwire, Inc.
IT security software provider
Senior secured loan ($20,000 par due 5/2018)
6.00% (Libor + 4.75%/Q)
5/23/2011
20,000
Senior secured loan ($50,000 par due 5/2018)
Senior secured loan ($10,000 par due 5/2018)
Class A common stock (2,970 shares)
2,970
6,727
Class B common stock (2,655,638 shares)
30
83,000
86,795
Venturehouse-Cibernet Investors, LLC
Financial settlement services for intercarrier wireless roaming
Equity interest
VSS-Tranzact Holdings, LLC (6)
Management consulting services
Series B preferred units (854 units)
11/7/2011
867
921
Common membership interest (8.54% interest)
10/26/2007
10,204
388
Warrants to purchase up to 4,206 units
191
11,071
1,500
400,254
369,814
10.73
Financial Services
AllBridge Financial, LLC (7)
Asset management services
8,435
11,009
Callidus Capital Corporation (7)
1,005
Ciena Capital LLC (7)
Real estate and small business loan servicer
Senior secured revolving loan ($14,000 par due 12/2013)
6.00%
11/29/2010
14,000
Senior secured loan ($32,000 par due 12/2015)
32,000
53,374
21,622
99,374
67,622
Commercial Credit Group, Inc.
Commercial equipment finance and leasing company
Senior subordinated loan ($28,000 par due 5/2018)
12.75%
5/10/2012
28,000
Cook Inlet Alternative Risk, LLC
Risk management services
Senior subordinated loan ($3,250 par due 9/2015)
9.00%
9/30/2011
3,250
Financial Pacific Company
Commercial finance leasing
Preferred stock (6,500 shares)
8.00% PIK
10/13/2010
5,181
8,453
Common stock (650,000 shares)
Imperial Capital Group LLC
Investment services
Class A common units (7,710 units)
14,997
21,100
2006 Class B common units (2,526 units)
2007 Class B common units (315 units)
21,104
Ivy Hill Asset Management, L.P. (7)(9)
6/15/2009
112,876
204,977
10
275,116
345,420
10.02
Consumer Products- Non-durable
Gilchrist & Soames, Inc.
Personal care manufacturer
Senior secured revolving loan ($3,500 par due 10/2013)
3,500
Senior secured loan ($21,941 par due 10/2013)
13.44%
21,564
20,844
25,064
24,344
Implus Footcare, LLC
Provider of footwear and other accessories
Preferred stock (455 shares)
6.00% PIK
10/31/2011
4,729
Common stock (455 shares)
455
357
5,184
5,086
Insight Pharmaceuticals Corporation (6)
OTC drug products manufactuer
Junior secured loan ($25,000 par due 8/2017)
13.25% (Libor + 11.75%/Q)
8/26/2011
24,756
24,500
Class A common stock (155,000 shares)
6,035
8,950
Class B common stock (155,000 shares)
36,826
42,400
Making Memories Wholesale, Inc. (7)
Scrapbooking branded products manufacturer
Senior secured revolving loan ($2,250 par due 8/2014)
8/21/2009
2,229
805
Matrixx Initiatives, Inc. and Wonder Holdings Acquisition Corp.
Developer and marketer of over-the-counter healthcare products
Senior secured revolving loan ($5,500 par due 6/2016)
13.00% (Libor + 12.00%/Q)
6/30/2011
5,500
5,060
Senior secured loan ($40,375 par due 6/2016)
40,144
37,145
Warrants to purchase up to 1,654,678 shares of common stock
7/27/2011
Warrants to purchase up to 1,489 shares of preferred stock
335
45,644
42,540
Oak Parent, Inc.
Manufacturer of athletic apparel
Senior secured loan ($57,000 par due 4/2018)
8.00% (Libor + 7.00%/Q)
4/2/2012
56,742
57,000
Senior secured loan ($10,000 par due 4/2018)
9,954
66,696
The Step2 Company, LLC
Toy manufacturer
Junior secured loan ($27,000 par due 4/2015)
25,922
27,000
Junior secured loan ($31,971 par due 4/2015)
10.00% Cash, 5.00% PIK
30,839
28,134
Common units (1,116,879 units)
24
Warrants to purchase up to 3,157,895 units
25
56,785
55,168
The Thymes, LLC (7)
Cosmetic products manufacturer
Preferred units (6,283 units)
6/21/2007
5,952
6,672
Common units (5,400 units)
1,071
7,743
Woodstream Corporation
Pet products manufacturer
Senior secured loan ($3,000 par due 8/2014)
6.50% (Libor + 5.00%/Q)
4/18/2012
Senior secured loan ($15,000 par due 8/2014)
Senior subordinated loan ($45,000 par due 2/2015)
1/22/2010
41,013
Common stock (4,254 shares)
1,222
3,320
60,235
66,320
11
304,615
311,406
9.04
Containers-Packaging
ICSH, Inc.
Industrial container manufacturer, reconditioner and servicer
Senior secured loan ($131 par due 8/2016)
8.00% (Base Rate + 7.00%/Q)
8/31/2011
131
Senior secured loan ($50,886 par due 8/2016)
50,886
Senior secured loan ($49,618 par due 8/2016)
49,618
Senior secured loan ($14,949 par due 8/2016)
14,949
115,584
Microstar Logistics LLC
Keg management solutions provider
Junior secured loan ($60,000 par due 8/2016)
10.00% (Libor + 9.00%/Q)
8/5/2011
60,000
Junior secured loan ($50,000 par due 8/2016)
110,000
Pregis Corporation, Pregis Intellipack Corp. and Pregis Innovative Packaging Inc.
Provider of a broad range of highly-customized, tailored protective packaging solutions
Senior secured loan ($1,000 par due 3/2017)
7.75% (Libor + 6.25%/M)
4/25/2012
226,584
6.58
Services-Other
Competitor Group, Inc.
Endurance sports media and event operator
Senior secured loan ($29,489 par due 1/2017)
9.50% (Libor + 8.00%/Q)
1/30/2012
29,489
Senior secured loan ($4,969 par due 1/2017)
4,969
34,458
McKenzie Sports Products, LLC
Designer, manufacturer and distributor of taxidermy forms and supplies
Senior secured loan ($21,784 par due 3/2017)
7.00% (Libor + 5.50%/S)
3/30/2012
21,784
Senior secured loan ($161 par due 3/2017)
7.75% (Base Rate + 4.50%/M)
161
Senior secured loan ($9,902 par due 3/2017)
9,902
Senior secured loan ($73 par due 3/2017)
73
31,920
The Dwyer Group (6)
Operator of multiple franchise concepts primarily related to home maintenance or repairs
Senior subordinated loan ($25,303 par due 6/2018)
12.00% Cash, 1.50% PIK
12/22/2010
25,303
Series A preferred units (13,292,377 units)
6,089
12,439
31,392
37,742
Wash Multifamily Laundry Systems, LLC (fka Web Services Company, LLC)
Laundry service and equipment provider
Senior secured loan ($27,325 par due 8/2014)
6/26/2012
27,220
27,325
Junior secured loan ($40,000 par due 8/2015)
10.88% (Libor + 9.38%/Q)
1/25/2011
40,000
Junior secured loan ($50,000 par due 8/2015)
117,220
117,325
214,990
221,445
6.43
Manufacturing
Component Hardware Group, Inc.
Commercial equipment
Junior secured loan ($3,154 par due 12/2014)
7.00% Cash, 3.00% PIK
8/4/2010
3,154
Senior subordinated loan ($10,866 par due 12/2014)
7.50% Cash, 5.00% PIK
7,606
10,866
Warrants to purchase up to 1,462,500 shares of common stock
4,213
10,760
18,233
HOPPY Holdings Corp.
Automotive and recreational vehicle aftermarket products
Senior secured loan ($13,238 par due 6/2016)
5.00% (Libor + 3.75%/M)
6/3/2011
13,238
12,973
12
MWI Holdings, Inc.
Highly engineered springs, fastners, and other precision components
Senior secured loan ($38,274 par due 6/2017)
10.00% (Libor + 8.00%/Q)
6/15/2011
38,274
48,274
NetShape Technologies, Inc.
Metal precision engineered components
Senior secured revolving loan ($648 par due 2/2013)
4.21% (Libor + 3.75%/Q)
197
549
Protective Industries, Inc.
Plastic protection products
Senior secured revolving loan ($233 par due 5/2016)
6.25% (Base Rate + 3.00%/M)
233
229
Senior secured revolving loan ($933 par due 5/2016)
5.75% (Libor + 4.25%/M)
933
Senior secured loan ($5,561 par due 5/2017)
5,561
5,449
Senior secured loan ($14 par due 5/2017)
14
Senior subordinated loan ($746 par due 5/2018)
8.00% Cash, 7.25% PIK
746
Preferred stock (2,379,361 shares)
2,307
3,759
9,794
11,112
Saw Mill PCG Partners LLC
Common units (1,000 units)
1/30/2007
Sigma International Group, Inc.
Water treatment parts
Junior secured loan ($4,151 par due 4/2014)
10.00% (Libor + 5.00% Cash, 5.00% PIK /A)
7/8/2011
4,151
3,487
SSH Environmental Industries, Inc. and SSH Non-Destructive Testing, Inc.
Magnetic sensors and supporting sensor products
Senior secured loan ($11,867 par due 12/2016)
9.00% (Libor + 7.50%/Q)
3/23/2012
11,640
11,867
WP CPP Holdings, LLC
Precision engineered castings
Senior secured loan ($10,743 par due 10/2017)
10/11/2011
10,696
10,743
Senior secured loan ($49,749 par due 10/2017)
49,511
49,749
Senior secured loan ($9,975 par due 10/2017)
9,929
9,975
70,136
70,467
169,190
176,962
5.14
Consumer Products- Durable
Bushnell Inc.
Sports optics manufacturer
Senior secured loan ($22,886 par due 8/2015)
6.00% (Libor + 4.50%/Q)
4/30/2012
22,886
22,657
Senior secured loan ($26,685 par due 8/2015)
5.75% (Libor + 4.25%/Q)
26,551
26,285
Junior secured loan ($56,325 par due 2/2016)
49,584
55,198
Junior secured loan ($43,675 par due 2/2016)
43,675
43,238
142,696
147,378
4.28
Grocery
Grocery Outlet Inc.
Value grocery retailer
Senior secured loan ($30,000 par due 12/2017)
10.50% (Libor + 9.00%/Q)
Senior secured loan ($1,185 par due 12/2017)
11.25% (Base Rate + 8.00%/Q)
1,185
Senior secured loan ($47,619 par due 12/2017)
47,619
Senior secured loan ($1,881 par due 12/2017)
1,881
Senior secured loan ($9,524 par due 12/2017)
9,524
Senior secured loan ($376 par due 12/2017)
90,585
2.63
Telecommunications
American Broadband Communications, LLC, American Broadband Holding Company and Cameron Holdings of NC, Inc.
Broadband communication services
Senior secured loan ($8,077 par due 9/2013)
7.50% (Libor + 5.50%/Q)
9/1/2010
8,077
13
Senior subordinated loan ($10,634 par due 11/2014)
12.00% Cash, 2.00% PIK
10,634
10,208
Senior subordinated loan ($22,816 par due 11/2014)
10.00% Cash, 4.00% PIK
11/7/2007
22,816
21,904
Senior subordinated loan ($33,762 par due 11/2014)
33,762
32,412
Warrants to purchase up to 378 shares
Warrants to purchase up to 200 shares
427
75,289
73,836
Dialog Telecom LLC
Senior secured loan ($16,476 par due 12/2013)
12.00% (Libor + 10.50% Cash, 1.50% PIK /Q)
6/20/2011
16,476
Startec Equity, LLC (7)
Communication services
Member interest
91,765
90,312
2.62
Retail
Direct Buy Holdings, Inc. and Direct Buy Investors, LP (6)
Membership based buying club franchisor and operator
Limited partnership interest (66,667 shares)
2,594
Limited partnership interest (83,333 shares)
11/30/2007
8,333
10,927
Fulton Holdings Corp.
Senior secured loan ($40,000 par due 5/2016)
12.50%
5/28/2010
(3)(12)
Common stock (19,672 shares)
1,967
1,563
41,967
41,563
Savers, Inc. and SAI Acquisition Corporation
For-profit thrift retailer
Common stock (1,218,481 shares)
8/8/2006
4,909
19,834
Things Remembered Inc. and TRM Holdings Corporation
Personalized gifts retailer
Senior secured loan ($15,000 par due 5/2018)
8.00% (Libor + 6.50%/Q)
5/24/2012
82,803
86,397
2.51
Energy
EquiPower Resources Holdings, LLC
Gas-fired power generation facilities operator
Junior secured loan ($22,500 par due 6/2019)
6/27/2012
22,050
La Paloma Generating Company, LLC
Natural gas fired, combined cycle plant operator
Junior secured loan ($59,000 par due 8/2018)
10.25% (Libor + 8.75%/Q)
57,840
56,050
USG Nevada LLC
Geothermal, renewable energy, developer for electrical power and direct uses
Junior secured loan ($7,500 par due 6/2012)
11.97% (Libor + 11.50%/Q)
11/10/2011
87,390
85,600
2.48
Aerospace and Defense
PRV Aerospace, LLC
Aerospace precision components manufacturer
Senior secured loan ($8,500 par due 5/2018)
6.50% (Libor + 5.25%/Q)
5/15/2012
8,416
8,500
Junior secured loan ($68,000 par due 5/2019)
10.50% (Libor + 9.25%/Q)
68,000
76,416
76,500
Wyle Laboratories, Inc. and Wyle Holdings, Inc.
Provider of specialized engineering, scientific and technical services
Senior preferred stock (775 shares)
1/17/2008
99
Common stock (1,885,195 shares)
2,291
2,093
2,390
2,192
78,806
78,692
2.28
Oil and Gas
Geotrace Technologies, Inc.
Reservoir processing, development
Warrants to purchase up to 69,978 shares of common stock
88
Warrants to purchase up to 210,453 shares of preferred stock
2,806
1,576
2,894
UL Holding Co., LLC and Universal Lubricants, LLC (6)
Petroleum product manufacturer
Junior secured loan ($30,211 par due 12/2014)
9.34% (Libor + 7.34% Cash, 2.00% PIK /Q)
30,211
Junior secured loan ($20,532 par due 12/2014)
20,532
Junior secured loan ($5,025 par due 12/2014)
12.00% Cash, 3.00% PIK
5,025
Junior secured loan ($2,926 par due 12/2014)
2,926
Class A common units (10,782 units)
6/17/2011
108
82
Class B-5 common units (599,200 units)
4/25/2008
5,472
4,541
Class B-4 common units (50,000 units)
500
379
Class C common units (618,091 units)
4,685
64,774
68,381
67,668
69,957
2.03
Automotive Services
Driven Holdings, LLC
Automotive aftermarket car care franchisor
Preferred stock (247,500 units)
12/16/2011
2,475
2,550
Common stock (25,000 units)
56
2,606
Stag-Parkway, Inc. (7)
Automotive aftermarket components supplier
Senior secured loan ($34,500 par due 12/2014)
12.50% (Libor + 11.00%/Q)
9/30/2010
34,500
Preferred stock (4,200 shares)
16.50% PIK
2,664
4,200
Common stock (10,200 shares)
23,067
37,164
61,767
39,664
64,373
1.87
Printing, Publishing and Media
Earthcolor Group, LLC (6)
Printing management services
Limited liability company interests (9.30%)
5/18/2012
National Print Group, Inc.
Senior secured revolving loan ($1,141 par due 10/2013)
3/2/2006
1,141
1,096
Senior secured revolving loan ($627 par due 10/2013)
9.00% (Base Rate + 5.00%/M)
627
Senior secured loan ($7,510 par due 10/2013)
10.00% (Libor + 9.00% Cash, 1.00% PIK /Q)
7213
7,360
Preferred stock (9,344 shares)
2,000
10,981
9,058
The Teaching Company, LLC and The Teaching Company Holdings, Inc.
Education publications provider
Senior secured loan ($21,531 par due 3/2017)
9/29/2006
21,531
Senior secured loan ($10,000 par due 3/2017)
Preferred stock (10,663 shares)
1,066
4,483
Common stock (15,393 shares)
32,600
36,025
43,581
45,083
1.31
Commercial Real Estate Finance
10th Street, LLC (6)
Real estate holding company
Senior subordinated loan ($24,706 par due 11/2014)
8.93% Cash, 4.07% PIK
24,706
Member interest (10.00% interest)
594
492
Option (25,000 units)
25,325
25,223
American Commercial Coatings, Inc.
Real estate property
Commercial mortgage loan ($2,000 par due 12/2025)
1,238
2,004
(16)
15
Aquila Binks Forest Development, LLC
Real estate developer
Commercial mortgage loan ($13,477 par due 12/2014)
11,900
2,966
Real estate equity interests
Cleveland East Equity, LLC
Hotel operator
1,026
2,624
Commons R-3, LLC
Crescent Hotels & Resorts, LLC and affiliates (7)
Senior subordinated loan ($2,236 par due 9/2011)
Senior subordinated loan ($2,092 par due 6/2017)
Common equity interest
Hot Light Brands, Inc. (7)
Senior secured loan ($34,239 par due 2/2011)
2,946
2,566
Common stock (93,500 shares)
NPH, Inc.
Hotel property
5,291
8,170
47,726
43,553
1.26
Transportation
PODS Funding Corp.
Storage and warehousing
Junior subordinated loan ($39,675 par due 5/2017)
12.75% Cash, 2.75% PIK
11/29/2011
39,675
United Road Towing, Inc.
Towing company
Warrants to purchase up to 607 shares
1.14
Food and Beverage
Apple & Eve, LLC and US Juice Partners, LLC (6)
Juice manufacturer
Senior secured loan ($21,530 par due 10/2013)
13.00% (Libor + 10.00%/M)
10/5/2007
21,530
21,529
Senior secured loan ($4,818 par due 10/2013)
4,818
Senior units (50,000 units)
2,030
31,348
28,377
Charter Baking Company, Inc.
Baked goods manufacturer
Senior subordinated loan ($8,230 par due 2/2013)
16.00% PIK
2/6/2008
8,230
Preferred stock (6,258 shares)
9/1/2006
1,542
10,796
9,772
Distant Lands Trading Co.
Coffee manufacturer
Class A common stock (1,294 shares)
980
275
Class A-1 common stock (2,157 shares)
43,124
38,424
1.11
Environmental Services
AWTP, LLC (7)
Water treatment services
Junior secured loan ($4,212 par due 6/2015)
5.00% Cash, 5.00% PIK
4/18/2011
4,212
Junior secured loan ($5,826 par due 6/2015)
15.00% PIK
5,826
Membership interests (90% interest)
333
10,038
10,371
RE Community Holdings II, Inc.and Pegasus Community Energy, LLC.
Operator of municipal recycling facilities
Preferred stock (1,000 shares)
12.50% PIK
3/1/2011
8,839
5,032
Waste Pro USA, Inc
Waste management services
Preferred Class A common equity (611,615 shares)
11/9/2006
12,263
22,380
31,140
37,783
1.10
Health Clubs
Athletic Club Holdings, Inc.
Premier health club operator
Senior secured loan ($11,500 par due 10/2013)
4.75% (Libor + 4.50%/M)
10/11/2007
11,500
11,385
(2)(13)
0.33
Wholesale Distribution
BECO Holding Company, Inc.
Wholesale distributor of first response fire protection equipment and related parts
Common stock (25,000 shares)
7/30/2010
3,455
0.10
55,438,184
159.74
(1)
Other than our investments listed in footnote 7 below (subject to the limitations set forth therein), we do not “Control” any of our portfolio companies, as defined in the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In general, under the Investment Company Act, we would “Control” a portfolio company if we owned more than 25% of its outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company. All of our portfolio company investments, which as of June 30, 2012 represented 160% of the Company’s net assets or 95% of the Company’s total assets, are subject to legal restrictions on sales.
These assets are pledged as collateral for the Revolving Credit Facility and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the Revolving Credit Facility (see Note 5 to the consolidated financial statements).
These assets are owned by the Company’s consolidated subsidiary Ares Capital CP Funding LLC (“Ares Capital CP”), are pledged as collateral for the Revolving Funding Facility and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than Ares Capital CP’s obligations under the Revolving Funding Facility (see Note 5 to the consolidated financial statements).
These assets are owned by the Company’s consolidated subsidiary Ares Capital JB Funding LLC (“ACJB”), are pledged as collateral for the SMBC Funding Facility and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than ACJB’s obligations under the SMBC Funding Facility (see Note 5 to the consolidated financial statements).
(5)
Investments without an interest rate are non-income producing.
(6)
As defined in the Investment Company Act, we are deemed to be an “Affiliated Person” of a portfolio company because we own 5% or more of the portfolio company’s outstanding voting securities or we have the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions during the six months ended June 30, 2012 in which the issuer was an Affiliated company (but not a portfolio company that we “Control”) are as follows:
Capital
Purchases
Redemptions
Sales
structuring
Dividend
Other
Net realized
Net unrealized
Company
(cost)
income
service fees
gains (losses)
10th Street, LLC
1,597
(38
Apple & Eve, LLC and US Juice Partners, LLC
5,497
1,786
(1,297
Campus Management Corp. and Campus Management Acquisition Corp
2,234
CT Technologies Intermediate Holdings, Inc. and CT Technologies Holdings, LLC
113
583
(4,166
The Dwyer Group
162
537
3,751
ELC Acquisition Corp. and ELC Holdings Corporation
(220
Firstlight Financial Corporation
15,939
1,034
61
10,480
Insight Pharmaceuticals Corporation
1,690
(733
Investor Group Services, LLC
102
151
Multi-Ad Services, Inc.
501
Pillar Processing LLC and PHL Holding Co.
(493
Soteria Imaging Services, LLC
164
(20
VSS-Tranzact Holdings, LLC
433
UL Holding Co., LLC
43,128
13,536
2,331
733
173
17
(7)
As defined in the Investment Company Act, we are deemed to be both an “Affiliated Person” and “Control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities or we have the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions during the period for the six months ended June 30, 2012 in which the issuer was both an Affiliated company and a portfolio company that we are deemed to Control are as follows:
AGILE Fund I, LLC
(6
Allied Capital REIT, Inc.
375
147
(314
AllBridge Financial, LLC
2,236
Aviation Properties Corporation
AWTP, LLC
629
1,982
BenefitMall Holdings, Inc.
40,326
53,510
2,440
12,903
(6,479
Callidus Capital Corporation
Ciena Capital LLC
2,366
1,570
Citipostal, Inc.
1,800
3,817
98
535
Crescent Hotels & Resorts, LLC and affiliates
2,843
20
(5,473
5,595
HCI Equity, LLC
(21
HCP Acquisition Holdings, LLC
1,194
(2,680
Hot Light Brands, Inc.
(126
Huddle House Inc.
20,801
678
187
(1,404
1,701
Ivy Hill Asset Management, L.P.
10,380
Ivy Hill Middle Market Credit Fund, Ltd.
2,473
(750
1,230
LVCG Holdings, LLC
6,600
(6,590
Making Memories Wholesale, Inc.
(11,067
10,892
MVL Group, Inc.
4,019
(5,582
Orion Foods, LLC
6,500
220
4,972
406
(10,400
Senior Secured Loan Fund LLC*
83,159
17,937
87,743
8,004
Stag-Parkway, Inc.
2,151
7,964
Startec Equity, LLC
The Thymes, LLC
242
728
*
Together with GE Global Sponsor Finance LLC and General Electric Capital Corporation (together, “GE”), we co-invest through the Senior Secured Loan Fund LLC d/b/a the “Senior Secured Loan Program” (the “SSLP”). The SSLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SSLP must be approved by an investment committee of the SSLP consisting of representatives of the Company and GE; therefore, although the Company owns more than 25% of the voting securities of the SSLP, the Company does not believe that it has control over the SSLP (for purposes of the Investment Company Act or otherwise).
(8)
Non-U.S. company or principal place of business outside the U.S. and as a result is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets.
(9)
Excepted from the definition of investment company under Section 3(c) of the Investment Company Act and as a result is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets.
(10)
In the first quarter of 2011, the staff of the Securities and Exchange Commission (the “Staff”) informally communicated to certain business development companies the Staff’s belief that certain entities, which would be classified as an “investment company” under the Investment Company Act but for the exception from the definition of “investment company” set forth in Rule 3a-7 promulgated under the Investment Company Act, could not be treated as eligible portfolio companies (as defined in Section 2(a)(46) of the Investment Company Act). Subsequently, in August 2011 the Securities and Exchange Commission issued a concept release (the “Concept Release”) which states that “[a]s a general matter, the Commission presently does not believe that Rule 3a-7 issuers are the type of small, developing and financially troubled businesses in which Congress intended BDCs primarily to invest” and requested comment on whether or not a 3a-7 issuer should be considered an “eligible portfolio company”. Ares Capital provided a comment letter in respect of the Concept Release and continues to believe that the language of Section 2(a)(46) of the Investment Company Act permits a business development company to treat as “eligible portfolio companies” entities that rely on the 3a-7 exception. However, given the current uncertainty in this area (including the language in the Concept Release), Ares Capital has, solely for purposes of calculating the composition of its portfolio pursuant to Section 55(a) of the Investment Company Act, identified these entities in our schedule of investments as “non-qualifying assets” should the Staff ultimately disagree with Ares Capital’s position.
(11)
Variable rate loans to our portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually (A), semi-annually (S), quarterly (Q), bi-monthly (B), monthly (M) or daily (D). For each such loan, we have provided the interest rate in effect on the date presented.
18
(12)
In addition to the interest earned based on the stated interest rate of this security, we are entitled to receive an additional interest amount of 5.00% on $17 million aggregate principal amount outstanding of the portfolio company’s senior term debt previously syndicated by us.
(13)
In addition to the interest earned based on the stated interest rate of this security, we are entitled to receive an additional interest amount of 2.50% on $12 million aggregate principal amount outstanding of the portfolio company’s senior term debt previously syndicated by us.
(14)
In addition to the interest earned based on the stated interest rate of this security, we are entitled to receive an additional interest amount of 4.00% on $43 million aggregate principal amount outstanding of the portfolio company’s senior term debt previously syndicated by us.
(15)
In addition to the interest earned based on the stated interest rate of this security, we are entitled to receive an additional interest amount of 1.13% on $21 million aggregate principal amount outstanding of the portfolio company’s senior term debt.
Loan was on non-accrual status as of June 30, 2012.
(17)
Loan includes interest rate floor feature.
(18)
In addition to the interest earned based on the stated contractual interest rate of this security, the certificates entitle us to receive a portion of the excess cash flow from the SSLP’s loan portfolio, which may result in a return to the Company greater than the contractual stated interest rate.
19
As of December 31, 2011
Interest (4)(10)
AGILE Fund I, LLC (6)(8)
216
132
CIC Flex, LP (8)
2,533
3,130
Covestia Capital Partners, LP (8)
1,111
Dynamic India Fund IV, LLC (8)
4,728
Firstlight Financial Corporation (5)(8)
Senior subordinated loan ($71,542 par due 12/2016)
1.00% PIK
71,269
67,947
111,269
HCI Equity, LLC (6)(7)(8)
730
Imperial Capital Private Opportunities, LP (8)
6,643
5,120
Ivy Hill Middle Market Credit Fund, Ltd. (6)(7)(8)
Class B deferrable interest notes ($40,000 par due 11/2018)
6.25% (Libor + 6.00%/Q)
38,000
16,000
55,515
54,000
Kodiak Funding, LP (8)
868
823
Novak Biddle Venture Partners III, L.P. (8)
221
196
Partnership Capital Growth Fund I, L.P. (8)
1,791
3,726
Partnership Capital Growth Fund III, L.P. (8)
1,322
1,250
Senior Secured Loan Fund LLC (6)(9)(17)
Subordinated certificates ($1,044,977 par due 12/2020)
8.38% (Libor + 8.00%/Q)
1,034,254
1,059,178
VSC Investors LLC (8)
1,139
997
1,222,460
1,203,068
38.23
BenefitMall Holdings Inc. (6)
Employee benefits broker services company
Senior subordinated loan ($40,326 par due 6/2014)
18.00%
Common stock (39,274,290 shares)
59,990
Warrants
93,836
100,316
1,158
CT Technologies Intermediate Holdings, Inc. and CT Technologies Holdings LLC (5)
Senior secured loan ($7,245 par due 3/2017)
7,245
6,883
Senior secured loan ($18 par due 3/2017)
8.75% (Base Rate + 5.50%/Q)
Senior secured loan ($7,642 par due 3/2017)
7,642
7,260
(3)(16)
Senior secured loan ($19 par due 3/2017)
8,745
1,397
18,924
24,320
1,403
Senior secured loan ($12,638 par due 9/2016)
12,638
Senior secured loan ($44,393 par due 9/2016)
44,393
Senior secured loan ($8,257 par due 9/2016)
8,257
65,288
Senior secured revolving loan ($1,700 par due 4/2017)
1,700
Senior secured loan ($15,384 par due 4/2017)
15,384
Senior secured loan ($49,750 par due 4/2017)
49,750
Senior secured loan ($2,686 par due 4/2017)
2,686
69,520
Senior secured loan ($10,892 par due 4/2016)
10,563
Senior secured loan ($29,437 par due 4/2016)
29,437
Senior secured loan ($7,752 par due 4/2016)
7,752
5,513
52,752
2,985
53,564
3,073
9,218
Senior secured loan ($9,108 par due 11/2015)
6.75% (Libor + 5.00%/Q)
11/3/2010
9,085
9,108
Senior subordinated loan ($4,000 par due 3/2016)
3,956
754
13,333
13,877
21
4.56% (Libor + 4.00%/Q)
11,034
11,682
22,716
Senior secured revolving loan ($1,650 par due 12/2013)
1,497
1,402
Senior secured loan ($10,755 par due 12/2013)
9,129
9,142
Senior secured loan ($20,777 par due 12/2013)
15,918
2,431
26,747
12,975
Soteria Imaging Services, LLC (5)
Junior secured loan ($1,189 par due 11/2010)
14.50%
1,057
Junior secured loan ($1,699 par due 11/2010)
1,529
1,154
2,586
1,962
Junior secured loan ($75,000 par due 6/2017)
74,250
Junior secured loan ($50,000 par due 6/2017)
49,500
123,750
Senior secured loan ($7,444 par due 12/2016)
5.50% (Libor + 4.00%/Q)
7,407
7,295
Senior subordinated loan ($50,569 par due 6/2018)
50,569
57,976
57,864
5,057
687,797
684,802
21.76
Senior secured revolving loan ($100 par due 3/2016)
Senior secured loan ($26,199 par due 3/2016)
26,199
Senior secured loan ($53,468 par due 3/2016)
53,468
79,767
Campus Management Corp. and Campus Management Acquisition Corp. (5)
11,096
Senior secured loan ($17,857 par due 12/2014)
17,857
Junior secured loan ($31,835 par due 12/2015)
15.40% (Libor + 11.00% Cash, 4.00% PIK /Q)
31,835
Junior secured loan ($9,582 par due 12/2015)
15.46% (Libor + 11.00% Cash, 4.00% PIK /Q)
9,582
258
59,274
59,532
Developer and manufacturer of educational software products
12.00% (Base Rate + 8.25%/M)
15,396
12,410
Senior subordinated loan ($27,281 par due 1/2015)
1,467
40,473
ELC Acquisition Corp., ELC Holdings Corporation, and Excelligence Learning Corporation (5)
Developer, manufacturer and distributor of educational products
9,154
Senior secured loan ($29,925 par due 8/2016)
29,925
Series A preferred units (131,000 units)
10.75% (Base Rate + 7.50%/Q)
131,000
160,925
6,153
303
6,456
JTC Education Holdings, Inc.
Postsecondary school operator
Senior secured revolving loan ($2,225 par due 12/2014)
12.75% (Base Rate + 9.50%/Q)
12/31/2009
2,225
Senior secured loan ($20,056 par due 12/2014)
12.50% (Libor + 9.50%/M)
20,056
Senior secured loan ($9,714 par due 12/2014)
9,714
31,995
Senior secured revolving loan ($3,750 par due 12/2016)
3,750
Senior secured loan ($64,338 par due 12/2016)
64,136
64,338
(13)(16)
Senior secured loan ($15,362 par due 12/2016)
15,314
15,362
40,231
(2)(13)(16)
Senior secured loan ($9,638 par due 12/2016)
9,606
9,638
138,037
138,450
23
R3 Education, Inc. and EIC Acquisitions Corp. (7)
Senior secured loan ($6,162 par due 4/2013)
6,162
11,508
Senior secured loan ($4,819 par due 4/2013)
4,819
8,996
Senior secured loan ($6,509 par due 4/2013)
4,030
12,149
1,650
23,207
33,011
57,510
569,891
568,762
18.07
Senior secured revolving loan ($2,010 par due 11/2013)
2,010
Senior secured revolving loan ($258 par due 11/2013)
6.50% (Base Rate + 2.50%/Q)
Senior secured loan ($7,305 par due 11/2013)
7,305
Senior secured loan ($64 par due 11/2013)
64
Senior secured loan ($11,277 par due 11/2014)
11,280
11,277
Senior secured loan ($9,402 par due 11/2014)
9,402
Promissory note ($14,897,360 par due 11/2016)
14,886
10,905
45,205
41,221
Huddle House, Inc. (6)
Senior subordinated loan ($20,924 par due 12/2015)
20,641
18,939
Common stock (358,279 shares)
Orion Foods, LLC (fka Hot Stuff Foods, LLC) (6)
Senior secured revolving loan ($3,300 par due 9/2014)
3,300
Senior secured loan ($33,917 par due 9/2014)
33,917
26,111
30,483
63,328
67,700
Senior secured revolving loan ($1,875 par due 8/2016)
1,875
9.25% (Base Rate + 6.00%/M)
Senior secured loan ($17,187 par due 8/2016)
17,187
2,610
Warrants to purchase up to 100,866 shares of common stock
4,544
52,384
56,438
PMI Holdings, Inc.
Senior secured revolving loan ($2,500 par due 5/2015)
10.00% (Libor + 8.00%/M)
5/5/2010
Senior secured revolving loan ($250 par due 5/2015)
Senior secured loan ($9,008 par due 5/2015)
9,008
Senior secured loan ($4 par due 5/2015)
10.25% (Base Rate + 7.00%/M)
20,774
Senior secured loan ($34,575 par due 7/2012)
13.00% (Libor + 9.00% Cash, 2.00% PIK /Q)
31,283
34,575
117
34,692
Junior secured loan ($70,250 par due 5/2015)
68,885
70,250
Junior secured loan ($30,000 par due 5/2015)
6,211
106,385
106,461
340,000
346,225
11.00
Acentia (fka Interactive Technology Solutions, LLC)
IT services provider
Senior secured loan ($7,332 par due 6/2015)
10/21/2010
7,332
Senior secured loan ($8,214 par due 6/2015)
8,214
15,546
Aviation Properties Corporation (6)
Travel documents services
CitiPostal Inc. (6)
Senior secured revolving loan ($3,200 par due 12/2013)
3,200
Senior secured loan ($499 par due 12/2013)
499
Senior secured loan ($51,161 par due 12/2013)
51,161
Senior subordinated loan ($14,698 par due 12/2015)
1,574
67,898
56,434
Senior secured loan ($18,377 par due 8/2016)
18,377
18,193
Coverall North America, Inc. (6)
Subordinated notes ($9,386 par due 2/2016)
9,386
Senior secured loan ($34,000 par due 9/2012)
14.00% (Base Rate+ 10.75%/M)
6/25/2010
34,000
Senior secured loan ($5,263 par due 3/2012)
5,263
Senior secured loan ($2,000 par due 9/2012)
14.00% (Base Rate + 10.75%/M)
Preferred stock (14,927 shares)
5/18/2006
169
328
3,274
Common stock (114,004 shares)
295
918
43,205
45,783
HCP Acquisition Holdings, LLC (6)
Class A units (11,092,585 units)
11,093
4,923
Investor Group Services, LLC (5)
859
Multi-Ad Services, Inc. (5)
1,828
MVL Group, Inc. (6)
Senior subordinated loan ($35,851 par due 7/2012)
35,283
33,844
58,055
Pillar Processing LLC and PHL Holding Co. (5)
Senior secured loan ($7,142 par due 11/2013)
7,064
6,571
Senior secured loan ($4,458 par due 11/2013)
4,409
4,101
(3)(15)
11,922
26
Prommis Solutions, LLC, E-Default Services, LLC, Statewide Tax and Title Services, LLC & Statewide Publishing Services, LLC
Senior subordinated loan ($44,926 par due 2/2014)
2/9/2007
43,819
5,273
Preferred units (30,000 units)
4/11/2006
46,819
4,222
3,389
157
Limited liability company membership interest (45.98% interest)
566
Junior secured loan ($10,050 par due 5/2014)
7,872
10,050
5,002
15,052
Senior secured loan ($30,000 par due 5/2018)
8.50% (Libor + 7.25%/Q)
3,754
83,792
VSS-Tranzact Holdings, LLC (5)
768
402,698
333,485
10.60
AllBridge Financial, LLC (6)
11,395
11,733
Callidus Capital Corporation (6)
776
Ciena Capital LLC (6)
20,051
66,051
Senior subordinated loan ($19,500 par due 6/2015)
19,500
27
Senior subordinated loan ($3,750 par due 9/2015)
3,550
7,822
Imperial Capital Group, LLC
20,449
Ivy Hill Asset Management, L.P. (6)(8)
194,597
271,395
324,478
10.31
Augusta Sportswear, Inc.
Senior secured loan ($26 par due 7/2015)
9.50% (Base Rate + 6.25%/Q)
9/3/2010
Senior secured loan ($8,819 par due 7/2015)
8.50% (Libor + 7.50%/Q)
8,819
8,845
21,435
21,941
4,591
5,046
Insight Pharmaceuticals Corporation (5)
OTC drug products manufacturer
24,740
24,000
9,559
36,810
43,118
Making Memories Wholesale, Inc. (6)
963
Senior secured loan ($9,625 par due 8/2014)
7,193
Senior secured loan ($5,973 par due 8/2014)
3,874
13,296
Senior secured revolving loan ($10,000 par due 6/2016)
13.00% (Libor + 12.00%/M)
9,700
Senior secured loan ($41,437 par due 6/2016)
41,178
40,194
28
1,504
51,178
51,398
25,764
Junior secured loan ($31,178 par due 4/2015)
29,879
28,060
72
55,667
55,157
The Thymes, LLC (6)
6,111
6,420
7,174
40,444
44,100
2,280
41,666
46,380
240,054
240,022
7.63
Senior secured loan ($71,318 par due 8/2016)
71,318
69,891
Senior secured loan ($49,873 par due 8/2016)
49,873
48,875
121,191
118,766
231,191
228,766
7.27
AP Global Holdings, Inc.
Safety and security equipment manufacturer
Senior secured loan ($134,475 par due 7/2017)
7.25% (Libor + 5.75%/M)
7/22/2011
134,475
132,794
(14)(16)
Senior secured loan ($49,875 par due 7/2017)
49,875
49,252
184,350
182,046
95
1,920
2,386
2,015
186,736
184,061
5.85
Junior secured loan ($3,106 par due 12/2014)
3,106
29
Senior subordinated loan ($10,596 par due 12/2014)
6,932
10,596
3,181
16,883
Senior secured loan ($13,988 par due 6/2016)
13,988
13,289
Highly engineered springs, fasteners, and other precision components
Senior secured loan ($29,914 par due 6/2017)
29,914
Metal precision engineered components manufacturer
Senior secured revolving loan ($91 par due 2/2013)
3.96% (Libor + 3.75%/M)
44
69
Senior secured revolving loan ($778 par due 2/2013)
4.33% (Libor + 3.75%/Q)
374
587
418
656
Senior secured loan ($5,589 par due 5/2017)
5,589
5,421
Senior subordinated loan ($720 par due 5/2018)
720
3,101
8,630
9,256
Sigma International Group, Inc. (7)
Junior secured loan ($4,048 par due 4/2014)
10.00% (Libor + 3.50% Cash, 5.00% PIK /A)
4,048
3,036
Senior secured loan ($20,822 par due 10/2017)
20,720
20,406
Senior secured loan ($50,000 par due 10/2017)
49,745
49,000
70,465
69,406
138,501
142,440
4.53
The Dwyer Group (5)
Senior subordinated loan ($17,100 par due 12/2016)
17,100
14,413
17,011
31,513
34,111
Senior secured loan ($4,850 par due 8/2014)
4,723
4,850
Junior secured loan ($36,900 par due 8/2015)
36,900
Junior secured loan ($3,100 par due 8/2015)
3,100
94,723
94,850
126,236
128,961
4.10
Senior secured loan ($8,754 par due 9/2013)
8,754
Senior subordinated loan ($10,529 par due 11/2014)
10,529
Senior subordinated loan ($22,150 par due 11/2014)
12.00% Cash, 4.00% PIK
22,150
Senior subordinated loan ($33,429 par due 11/2014)
33,429
6,286
3,326
74,862
84,474
Senior secured loan ($16,412 par due 12/2012)
12.08% (Libor + 7.50% Cash, 4.00% PIK /Q)
16,412
Startec Equity, LLC (6)
91,274
100,886
3.21
Senior secured revolving loan ($3,100 par due 12/2017)
Senior secured loan ($91,500 par due 12/2017)
91,500
94,600
3.01
Direct Buy Holdings, Inc. and Direct Buy Investors, LP (5)
(2)(11)
1,618
41,618
12,556
Senior secured loan ($21,433 par due 3/2014)
9.00% (Base Rate + 7.00%/M)
9/28/2006
21,414
21,433
Senior secured loan ($8,226 par due 3/2014)
8,302
8,226
Class B Preferred stock (73 shares)
3/19/2009
2,056
Preferred stock (80 shares)
2,249
Common stock (800 shares)
2,172
Warrants to purchase up to 859 shares of preferred stock
2,324
31,716
38,460
89,519
92,634
2.94
31
57,775
3.94% (Libor + 3.50%/Q)
11/9/2011
65,275
63,550
2.02
Stag-Parkway, Inc. (6)
2,368
14,807
36,868
53,507
39,368
56,007
1.78
10th Street, LLC (5)
Senior subordinated loan ($24,213 par due 11/2014)
24,213
529
24,832
24,767
Allied Capital REIT, Inc. (6)
Real estate investment trust
50
325
1,611
4,013
2,507
Crescent Hotels & Resorts, LLC and affiliates (6)
Senior secured loan ($433 par due 6/2010)
444
Senior subordinated loan ($9,071 par due 1/2012)
1,475
138
Senior subordinated loan ($9,399 par due 6/2017)
2,410
241
Senior subordinated loan ($10,967 par due 9/2012)
2,051
202
Senior subordinated loan ($261 par due 3/2013)
263
Preferred equity interest
35
6,667
1,073
32
Hot Light Brands, Inc. (6)
Senior secured loan ($35,239 par due 2/2011)
3,945
3,692
7,959
55,647
46,667
1.48
Apple & Eve, LLC and US Juice Partners, LLC (5)
Senior secured revolving loan ($2,000 par due 10/2013)
12.00% (Libor + 9.00%/M)
Senior secured revolving loan ($2,500 par due 10/2013)
12.00% (Base Rate + 8.00%/Q)
Senior secured loan ($13,325 par due 10/2013)
13,325
Senior secured loan ($14,019 par due 10/2013)
14,019
36,844
35,170
Senior subordinated loan ($7,615 par due 2/2013)
7,615
1,519
10,115
9,134
568
47,939
44,872
1.43
Junior secured loan ($41,325 par due 2/2014)
7.08% (Libor + 6.50%/Q)
33,467
37,192
1.18
Junior subordinated loan ($37,020 par due 5/2017)
10.50% Cash, 5.00% PIK
37,020
AWTP, LLC (6)
Junior secured loan ($4,109 par due 6/2015)
4,109
Junior secured loan ($896 par due 6/2015)
896
623
Junior secured loan ($4,518 par due 6/2015)
4,518
3,142
9,523
7,874
8,311
8,283
20,540
30,097
36,697
1.17
33
2,805
172
2,893
Junior secured loan ($2,098 par due 12/2012)
9.31% (Libor + 8.88%/Q)
12/24/2007
2,098
Junior secured loan ($4,073 par due 12/2012)
4,073
Junior secured loan ($2,000 par due 12/2012)
9.45% (Libor + 8.88%/Q)
Junior secured loan ($5,000 par due 12/2012)
8/13/2010
Junior secured loan ($2,926 par due 12/2012)
Junior secured loan ($835 par due 12/2012)
835
Junior secured loan ($1,801 par due 12/2012)
1,801
Junior secured loan ($10,728 par due 12/2012)
9.32% (Libor + 8.88%/Q)
10,728
Class A common units (8,982 units)
90
46
255
Class B-5 common units (499,000 units)
4,990
2,541
Class C common units (549,491 units)
2,798
35,041
35,101
37,934
35,273
1.12
Chemicals, Plastic and Rubber
Emerald Performance Materials, LLC
Polymers and performance materials manufacturer
Senior secured loan ($3,603 par due 11/2013)
13.00% Cash, 3.00% PIK
5/22/2006
3,603
Senior secured loan ($9,967 par due 11/2013)
10.25% (Base Rate + 3.50%/M)
6/29/2011
9,967
Senior secured loan ($6,639 par due 11/2013)
10.00% (Libor + 6.00%/M)
6,639
Senior secured loan ($5,246 par due 11/2013)
5,246
Senior secured loan ($8,227 par due 11/2013)
8.25% (Libor + 4.25%/M)
8,227
Senior secured loan ($915 par due 11/2013)
Senior secured loan ($610 par due 11/2013)
610
35,207
EarthColor, Inc. (6)
Common stock (89,435 shares)
LVCG Holdings LLC (6)
Commercial printer
Membership interests (56.53% interest)
10/12/2007
34
9.00% (Libor + 6.00%/M)
1,027
Senior secured revolving loan ($1,031 par due 10/2013)
1,031
928
Senior secured loan ($20 par due 10/2013)
10.00% (Libor + 6.00% Cash, 1.00% PIK/Q)
Senior secured loan ($7,520 par due 10/2013)
7,217
6,919
Senior secured loan ($181 par due 10/2013)
10.00% (Base Rate + 5.00% Cash, 1.00% PIK/M)
174
166
11,583
Preferred stock (21,711 shares)
2,171
5,339
2,174
5,352
20,357
14,410
0.46
4.80% (Libor + 4.50%/M)
11,270
0.36
3,151
5,108,663
161.87
Other than our investments listed in footnote 6 below, we do not “Control” any of our portfolio companies, as defined in the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In general, under the Investment Company Act, we would “Control” a portfolio company if we owned more than 25% of its outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company. All of our portfolio company investments, which as of December 31, 2011 represented 162% of the Company’s net assets or 95% of the Company’s total assets, are subject to legal restrictions on sales.
The investments not otherwise pledged as collateral for the Debt Securitization the Revolving Funding Facility (each as defined in Note 5 to the consolidated financial statements) by the respective obligors thereunder are pledged as collateral by the Company and certain of its other subsidiaries for the Revolving Credit Facility (as defined in Note 5 to the consolidated financial statements) (except for a limited number of exceptions as provided in the credit agreement governing the Revolving Credit Facility).
Pledged as collateral for the Debt Securitization.
As defined in the Investment Company Act, we are deemed to be an “Affiliated Person” of a portfolio company because we own 5% or more of the portfolio company’s outstanding voting securities or we have the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions during the year ended December 31, 2011 in which the issuer was an Affiliated company (but not a portfolio company that we “Control”) are as follows:
Redemptions (cost)
Sales (cost)
Interest income
Dividend Income
Net unrealized gains (losses)
3,096
(48
3,918
3,478
(1,709
BB&T Capital Partners/Windsor Mezzanine Fund, LLC
2,640
9,260
3,902
(3,804
Carador, PLC
9,033
160
(2,989
3,700
Campus Management Corp. and Campus Management Acquisition Corp.
571
(3,308
8,763
943
2,590
1,561
(1,364
Direct Buy Holdings, Inc. and Direct Buy Investors, LP
38,800
80,315
40,695
2,637
(17,661
(9,356
Driven Brands, Inc.
3,569
4,939
4,510
(1,473
DSI Renal, Inc.
77,774
19,684
7,919
27,522
(21,565
11,708
3,479
2,598
ELC Acquisition Corp., ELC Holdings Corporation, and Excelligence Learning Corporation
137,200
135,661
1,056
(1,046
2,988
681
16,197
Growing Family, Inc. and GFH Holdings, LLC
10,296
615
(1,545
5,991
Industrial Container Services, LLC
3,304
8,491
109
19,881
(13,403
24,730
56,080
4,424
765
4,944
206
462
12,450
1,584
(12,628
Primis Marketing Group, Inc. and Primis Holdings, LLC
154
14,068
(14,068
14,120
Regency Healthcare Group, LLC
2,007
380
1,419
321
(6,275
Universal Environmental Services, LLC
Universal Trailer Corporation
7,930
(7,930
As defined in the Investment Company Act, we are deemed to be both an “Affiliated Person” and to “Control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities or we have the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions during the period for the year ended December 31, 2011 in which the issuer was both an Affiliated company and a portfolio company that we are deemed to Control are as follows:
36
(37
115
585
(255
(1,379
751
(1,648
9,541
Border Foods, Inc.
28,526
34,818
1,401
5,174
3,601
(2,470
3,549
(27,011
2,850
2,802
7,356
353
(10,960
30,907
642
(12,334
7,624
213
(2,666
EarthColor, Inc.
(263
1,048
(1,196
929
(8
3,123
750
2,129
Industrial Air Tool, LP and affiliates
13,419
1,170
185
581
(1,517
9,419
19,048
48,943
4,879
1,899
Knightsbridge CLO 2007-1 Ltd.
14,852
1,019
3,724
307
Knightsbridge CLO 2008-1 Ltd.
36,996
2,568
1,254
3,108
1,750
345
(7,090
8,452
(2,525
330
10,265
811
(6,832
Penn Detroit Diesel Allison, LLC
4,077
15,993
18,388
(1,987
Reflexite Corporation
9,281
27,435
1,130
40,923
(3,088
496,816
118,420
41,592
13,307
688
4,372
925
249
780
1,162
490
945
Together with GE Global Sponsor Finance LLC and General Electric Capital Corporation (together, “GE”), we co-invest through the Senior Secured Loan Fund LLC d/b/a the “Senior Secured Loan Program” (the “SSLP”). The SSLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SSLP must be approved by GE and the Company; therefore, although the Company owns more than 25% of the voting securities of the SSLP, the Company does not believe that it has control over the SSLP (for purposes of the Investment Company Act or otherwise).
In addition to the interest earned based on the stated interest rate of this security, we are entitled to receive an additional interest amount of 5.00% on $18 million aggregate principal amount outstanding of the portfolio company’s senior term debt previously syndicated by us.
In addition to the interest earned based on the stated interest rate of this security, we are entitled to receive an additional interest amount of 4.00% on $45 million aggregate principal amount outstanding of the portfolio company’s senior term debt previously syndicated by us.
In addition to the interest earned based on the stated interest rate of this security, we are entitled to receive an additional interest amount of 1.25% on $74 million aggregate principal amount outstanding of the portfolio company’s senior term debt previously syndicated by us.
Loan was on non-accrual status as of December 31, 2011.
37
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
For the Six Months Ended June 30, 2012
Accumulated
Net Realized
Loss on
Investments,
Foreign Currency
Transactions,
Capital in
Overdistributed
Extinguishment of
Net Unrealized
Total
Common Stock
Excess of
Net Investment
Debt and
Gain (Loss) on
Stockholders’
Shares
Amount
Par Value
Income
Other Assets
Investments
Equity
Balance at December 31, 2011
205,130
Issuance of common stock in add-on offerings (net of offering and underwriting costs)
16,422
252,399
252,415
Shares issued in connection with dividend reinvestment plan
599
1
9,682
9,683
Issuance of the Convertible Notes (see Note 5)
4,725
Net increase in stockholders’ equity resulting from operations
(49,246
Dividends declared ($0.74 per share)
(164,068
Balance at June 30, 2012
222,151
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
OPERATING ACTIVITIES:
Adjustments to reconcile net increase in stockholders’ equity resulting from operations:
Realized loss from extinguishment of debt
2,678
19,318
Net realized (gains) losses on investments
46,568
(56,195
Net unrealized gains on investments
(80,786
(32,226
Net accretion of discount on securities
(7,503
(7,850
Increase in accrued payment-in-kind interest and dividends
(13,710
(18,719
Collections of payment-in-kind interest and dividends
5,217
18,610
Amortization of debt issuance costs
6,227
Accretion of discount on notes payable
5,362
6,128
Depreciation
398
477
Proceeds from sales and repayments of investments
713,399
966,449
Purchases of investments
(1,086,383
(1,232,544
Changes in operating assets and liabilities:
(1,899
(6,282
(8,146
5,706
37,486
Accounts payable and accrued expenses
(8,434
4,961
2,616
977
Net cash used in operating activities
(221,766
(130,933
FINANCING ACTIVITIES:
Net proceeds from issuance of common stock
Borrowings on debt
1,250,101
1,403,888
Repayments and repurchases of debt
(1,129,531
(1,132,983
Debt issuance costs
(16,064
(24,177
Dividends paid
(154,672
(131,658
Net cash provided by financing activities
202,249
115,070
CHANGE IN CASH AND CASH EQUIVALENTS
(19,517
(15,863
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
100,752
CASH AND CASH EQUIVALENTS, END OF PERIOD
84,889
Supplemental Information:
Interest paid during the period
50,424
38,356
Taxes, including excise tax, paid during the period
8,529
8,306
Dividends declared during the period
164,068
143,210
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, percentages and as otherwise indicated;
for example, with the words “million,” “billion” or otherwise)
1. ORGANIZATION
Ares Capital Corporation (the “Company” or “ARCC” or “we”) is a specialty finance company that is a closed-end, non-diversified management investment company incorporated in Maryland. We have elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). The Company has elected to be treated as a regulated investment company, or a “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.
On April 1, 2010, we consummated our acquisition of Allied Capital Corporation (“Allied Capital”), in an all stock merger where each existing share of common stock of Allied Capital was exchanged for 0.325 shares of our common stock (the “Allied Acquisition”). The Allied Acquisition was valued at approximately $908 million as of April 1, 2010. In connection therewith, we issued approximately 58.5 million shares of our common stock to Allied Capital’s then-existing stockholders.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first and second lien senior loans and mezzanine debt, which in some cases includes an equity component. To a lesser extent, we also make equity investments. Also, as a result of the Allied Acquisition, Allied Capital’s equity investments, including equity investments larger than those we have historically made and controlled portfolio company equity investments, became part of our portfolio.
We are externally managed by Ares Capital Management LLC (“Ares Capital Management” or our “investment adviser”), a wholly owned subsidiary of Ares Management LLC (“Ares Management”), a global alternative asset manager and a Securities and Exchange Commission (“SEC”) registered investment adviser. Ares Operations LLC (“Ares Operations” or our “administrator”), a wholly owned subsidiary of Ares Management, provides the administrative services necessary for us to operate.
Interim financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2012.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with GAAP, and include the accounts of the Company and its consolidated subsidiaries. The consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition as of and for the periods presented. All significant intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents include funds from time to time deposited with financial institutions and short-term, liquid investments in a money market fund. Cash and cash equivalents are carried at cost which approximates fair value.
Concentration of Credit Risk
The Company places its cash and cash equivalents with financial institutions and, at times, cash held in money market accounts may exceed the Federal Deposit Insurance Corporation insured limit.
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, we look at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available (i.e., substantially all of our investments) are valued at fair value as determined in good faith by our board of directors, based on, among other things, the input of our investment adviser, audit committee and independent third-party valuation firms that have been engaged at the direction of our board of directors to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing 12 month period (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process. The valuation process is conducted at the end of each fiscal quarter, and a minimum of 50% of our portfolio at fair value is subject to review by an independent valuation firm each quarter. In addition, our independent accountants review our valuation process as part of their overall integrated audit.
As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments: the enterprise value of a portfolio company (the entire value of the portfolio 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), the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate our valuation.
Because there is not a readily available market value for most of the investments in our portfolio, we value substantially all of our portfolio investments at fair value as determined in good faith by our board of directors, as described herein. 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 our investments may fluctuate from period to period. Additionally, the fair value of our 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 we 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 we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.
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 the unrealized gains or losses reflected in the valuations currently assigned.
Our board of directors undertakes a multi-step valuation process each quarter, as described below:
· Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals responsible for the portfolio investment in conjunction with our portfolio management team.
· Preliminary valuations are reviewed and discussed with our investment adviser’s management and investment professionals, and then valuation recommendations are presented to our board of directors.
· The audit committee of our board of directors reviews these valuations, as well as the input of third parties, including independent third-party valuation firms, with respect to the valuations of a minimum of 50% of our portfolio at fair value.
· Our board of directors discusses valuations and ultimately determines the fair value of each investment in our portfolio without a readily available market quotation in good faith based on, among other things, the input of our investment adviser, audit committee and, where applicable, independent third-party valuation firms.
See Note 7 for more information on our valuation process.
42
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Payment-in-Kind Interest
The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends, even though the Company has not yet collected the cash.
Capital Structuring Service Fees and Other Income
The Company’s investment adviser seeks to provide assistance to our portfolio companies in connection with the Company’s investments and in return the Company may receive fees for capital structuring services. These fees are generally only available to the Company as a result of the Company’s underlying investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Company’s investment adviser provides vary by investment, but generally include reviewing existing credit facilities, arranging bank financing, arranging equity financing, structuring financing from multiple lenders, structuring financing from multiple equity investors, restructuring existing loans, raising equity and debt capital, and providing general financial advice, which concludes upon closing of the investment. Any services of the above nature subsequent to the closing would generally generate a separate fee payable to the Company. In certain instances where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, a portion of loan fees paid to the Company in such situations will be deferred and amortized over the estimated life of the loan. The Company’s investment adviser may also take a seat on the board of directors of a portfolio company, or observe the meetings of the board of directors without taking a formal seat.
Other income includes fees for asset management, management and consulting services, loan guarantees, commitments, amendments and other services rendered by the Company to portfolio companies. Such fees are recognized as income when earned or the services are rendered.
Foreign Currency Translation
The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
(1) Fair value of investment securities, other assets and liabilities—at the exchange rates prevailing at the end of the period.
(2) Purchases and sales of investment securities, income and expenses—at the exchange rates prevailing on the respective dates of such transactions, income or expenses.
Results of operations based on changes in foreign exchange rates are separately disclosed in the statement of operations. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuation and revaluations and future
43
adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Accounting for Derivative Instruments
The Company does not utilize hedge accounting and marks its derivatives to market through unrealized gains (losses) in the accompanying statement of operations.
Equity Offering Expenses
The Company’s offering costs, excluding underwriters’ fees, are charged against the proceeds from equity offerings when received.
Debt Issuance Costs
Debt issuance costs are amortized over the life of the related debt instrument using the straight line method, which closely approximates the effective yield method.
U.S. Federal Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company, among other things, has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such income into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as such taxable income is earned.
Certain of our consolidated subsidiaries are also subject to U.S. federal and state income taxes.
Dividends to Common Stockholders
Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by our board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are generally distributed, although we may decide to retain such capital gains for investment.
We have adopted a dividend reinvestment plan that provides for reinvestment of any distributions we declare in cash on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a cash dividend, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of our common stock, rather than receiving the cash dividend. We intend to use primarily newly issued shares to implement the dividend reinvestment plan (so long as we are trading at a premium to net asset value). If our shares are trading at a significant enough discount to net asset value and we are otherwise permitted under applicable law to purchase such shares, we intend to purchase shares in the open market in connection with our obligations under our dividend reinvestment plan. However, we reserve the right to issue new shares of our common stock in connection with our obligations under the dividend reinvestment plan even if our shares are trading below net asset value.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of actual and contingent assets and liabilities at the date of the financial statements and the reported amounts of income or loss and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of investments.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 was issued concurrently with International Financial Reporting Standards No.13 (“IFRS 13”), Fair Value Measurements, to provide largely identical guidance about fair value measurement and disclosure requirements as is currently required under ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820). The new standards do not extend the use of fair value but, rather, provide guidance about how fair value should be applied where it already is required or permitted under IFRS or GAAP. For GAAP, most of the changes are clarifications of existing guidance or wording changes to align with IFRS 13. ASU 2011-04 eliminates the concepts of in-use and in-exchange when measuring fair value of all financial instruments. For Level 3 fair value measurements, the ASU requires that our disclosure include quantitative information about significant unobservable inputs, a qualitative discussion about the sensitivity of the fair value measurement to changes in the unobservable inputs and the interrelationship between inputs, and a description of our valuation process. Public companies are required to apply ASU 2011-04 prospectively for interim and annual periods beginning after December 15, 2011. The Company has evaluated the impact of the adoption of ASU 2011-04 on its financial statements and disclosures and determined the adoption of ASU 2011-04 has had no material effect on the Company’s financial condition and results of operations. See Note 7 for the disclosure required by ASU 2011-04.
3. AGREEMENTS
Investment Advisory and Management Agreement
The Company is party to an investment advisory and management agreement (the “investment advisory and management agreement”) with Ares Capital Management. Subject to the overall supervision of our board of directors, Ares Capital Management provides investment advisory and management services to the Company. For providing these services, Ares Capital Management receives a fee from us consisting of two components—a base management fee and an incentive fee.
The base management fee is calculated at an annual rate of 1.5% based on the average value of our total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed calendar quarters. The base management fee is payable quarterly in arrears.
The incentive fee has two parts. The first part is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the quarter. Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the administration agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities, accrued income that we have not yet received in cash. Our investment adviser is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued interest that we never actually receive.
Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses, unrealized capital appreciation, unrealized capital depreciation or income tax expense related to realized gains. Because of the structure of the incentive fee, it is possible that we may pay an incentive fee in a quarter where we incur a loss. For example, if we receive pre-incentive fee net investment income in excess of the hurdle rate (as defined below) for a quarter, we will pay the applicable incentive fee even if we have incurred a loss in that quarter due to realized and/or unrealized capital losses.
Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 1.75% per quarter. If market credit spreads rise, we may be able to invest our funds in debt instruments that provide for a higher return, which may increase our pre-incentive fee net investment income and make it easier for our investment adviser to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income. To the extent we have retained pre-incentive fee net investment income that has been used to calculate this part of the incentive fee, it is also included in the amount of our total assets (other than cash and cash equivalents but including assets purchased with borrowed funds) used to calculate the 1.5% base management fee.
We pay our investment adviser an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:
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· no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate;
· 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter. We refer to this portion of our pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.1875%) as the “catch-up” provision. The “catch-up” is meant to provide our investment adviser with 20% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeded 2.1875% in any calendar quarter; and
· 20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter.
These calculations are adjusted for any share issuances or repurchases during the quarter.
The second part of the incentive fee (the “Capital Gains Fee”), is determined and payable in arrears as of the end of each calendar year (or, upon termination of the investment advisory and management agreement, as of the termination date) and is calculated at the end of each applicable year by subtracting (a) the sum of our cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (b) our cumulative aggregate realized capital gains, in each case calculated from October 8, 2004 (the date we completed our initial public offering). Realized capital gains and losses include gains and losses on investments and foreign currencies, as well as gains and losses on extinguishment of debt and other assets. If such amount is positive at the end of such year, then the Capital Gains Fee for such year is equal to 20% of such amount, less the aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there is no Capital Gains Fee for such year.
The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in our portfolio when sold and (b) the accreted or amortized cost basis of such investment.
The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in our portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.
The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in our portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.
Notwithstanding the foregoing, as a result of an amendment to the capital gains portion of the incentive fee under the investment advisory and management agreement that was adopted on June 6, 2011, if we are required by GAAP to record an investment at its fair value as of the time of acquisition instead of at the actual amount paid for such investment by us (including, for example, as a result of the application of the acquisition method of accounting), then solely for the purposes of calculating the Capital Gains Fee, the “accreted or amortized cost basis” of an investment shall be an amount (the “Contractual Cost Basis”) equal to (1) (x) the actual amount paid by the Company for such investment plus (y) any amounts recorded in the Company’s financial statements as required by GAAP that are attributable to the accretion of such investment plus (z) any other adjustments made to the cost basis included in the Company’s financial statements, including payment-in-kind interest or additional amounts funded (net of repayments) minus (2) any amounts recorded in the Company’s financial statements as required by GAAP that are attributable to the amortization of such investment, whether such calculated Contractual Cost Basis is higher or lower than the fair value of such investment (as determined in accordance with GAAP) at the time of acquisition.
We defer cash payment of any incentive fee otherwise earned by our investment adviser if during the most recent four full calendar quarter period ending on or prior to the date such payment is to be made the sum of (a) the aggregate distributions to our stockholders and (b) the change in net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) is less than 7.0% of our net assets (defined as total assets less indebtedness) at the beginning of such period. Any deferred incentive fees are carried over for payment in subsequent calculation periods to the extent such payment is payable under the investment advisory and management agreement.
The Capital Gains Fee due to our investment adviser as calculated under the investment advisory and management agreement (as described above) for the three and six months ended June 30, 2012 was $0. However, in accordance with GAAP, the Company has cumulatively accrued a capital gains incentive fee of $55,264 as of June 30, 2012. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory and management agreement. This GAAP accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the Capital Gains Fee plus the aggregate cumulative unrealized capital appreciation. If such amount is positive at the end of a period, then GAAP requires us to record a capital gains incentive fee equal to 20% of such cumulative amount, less the aggregate amount of actual Capital Gains Fees paid or capital gains incentive fees accrued under GAAP in all prior periods. The resulting accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such
cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. There can be no assurance that such unrealized capital appreciation will be realized in the future.
For the three and six months ended June 30, 2012, base management fees were $20,811 and $40,797, respectively, incentive fees related to pre-incentive fee net investment income were $22,127 and $42,812, respectively, and incentive fees related to capital gains in accordance with GAAP were $606 and 6,307, respectively.
As of June 30, 2012, $98,202 was included in “management and incentive fees payable” in the accompanying consolidated balance sheet, of which $42,938 is currently payable to the Company’s investment adviser under the investment advisory and management agreement.
For the three and six months ended June 30, 2011, base management fees were $17,414 and $34,144, respectively, incentive fees related to pre-incentive fee net investment income were $17,102 and $32,928, respectively, and incentive fees related to capital gains in accordance with GAAP were $24,644 and $39,759, respectively.
Administration Agreement
We are party to an administration agreement, referred to herein as the “administration agreement”, with our administrator, Ares Operations. Pursuant to the administration agreement, Ares Operations furnishes us with office equipment and clerical, bookkeeping and record keeping services at our office facilities. Under the administration agreement, Ares Operations also performs, or oversees the performance of, our required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology, and investor relations, being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, Ares Operations assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Payments under our administration agreement are equal to an amount based upon our allocable portion of Ares Operations’ overhead and other expenses (including travel expenses) incurred by Ares Operations in performing its obligations under the administration agreement, including our allocable portion of the compensation of certain of our officers (including our chief compliance officer, chief financial officer, general counsel, treasurer and assistant treasurer) and their respective staffs. The administration agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.
For the three and six months ended June 30, 2012, we incurred $2,217 and $4,537, respectively, in administrative fees. For the three and six months ended June 30, 2011, we incurred $2,459 and $4,884, respectively, in administrative fees. As of June 30, 2012, $2,217 of these fees were unpaid and included in “accounts payable and other liabilities” in the accompanying consolidated balance sheet.
4. INVESTMENTS
As of June 30, 2012 and December 31, 2011, investments consisted of the following:
Amortized Cost(1)
Senior term debt
3,155,582
3,123,660
2,691,018
2,671,114
Subordinated Certificates of the SSLP(2)
1,099,477
Senior subordinated debt
486,215
457,873
592,618
515,014
Collateralized loan obligations
Preferred equity securities
233,275
246,649
251,192
251,064
Other equity securities
403,665
494,825
463,861
527,002
Commercial real estate
19,455
15,764
20,205
17,134
5,438,184
(1) The amortized cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.
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(2) The proceeds from these certificates were applied to co-investments with GE Global Sponsor Finance LLC and General Electric Capital Corporation to fund first lien senior secured loans to 34 and 32 different borrowers as of June 30, 2012 and December 31, 2011, respectively.
The industrial and geographic compositions of our portfolio at fair value at June 30, 2012 and December 31, 2011 were
as follows:
Industry
Investment Funds and Vehicles(1)
22.7
23.6
Healthcare Services
13.3
13.4
9.5
11.2
Consumer Products
8.3
5.4
7.6
6.8
6.7
6.6
6.3
6.4
Containers and Packaging
4.1
4.5
Other Services
4.0
2.5
3.2
2.8
1.7
1.9
1.6
2.0
1.8
1.3
1.4
3.6
6.2
100.0
(1) Includes our investment in the SSLP (as defined below), which had made loans to 34 and 32 different borrowers as of June 30, 2012 and December 31, 2011, respectively. The portfolio companies in the SSLP are in industries similar to the companies in the Company’s portfolio.
Geographic Region
West
49.0
48.4
Southeast
17.8
21.2
Midwest
14.7
14.5
Mid Atlantic
13.8
12.8
International
Northeast
2.2
As of June 30, 2012, 2.3% of total investments at amortized cost (or 0.7% of total investments at fair value), were on non-accrual status. As of December 31, 2011, 3.3% of total investments at amortized cost (or 0.9% of total investments at fair value), were on non-accrual status.
SSLP
The Company has an investment in the subordinated certificates (the “SSLP Certificates”) issued by the Senior Secured Loan Fund LLC, which operates using the name “Senior Secured Loan Program” (the “SSLP”), an unconsolidated vehicle. The Company, through the SSLP, co-invests in first lien senior secured loans of middle market companies with GE Global Sponsor Finance LLC and General Electric Capital Corporation (together, “GE”). The SSLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SSLP must be approved by an investment committee of the SSLP consisting of representatives of the Company and GE (with approval from a representative of each required).
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As of June 30, 2012 and December 31, 2011, the SSLP had available capital of approximately $7.7 billion, of which approximately $5.4 billion and $5.0 billion in aggregate principal amount was funded at June 30, 2012 and December 31, 2011, respectively. As of June 30, 2012 and December 31, 2011, the Company had agreed to make available to the SSLP $1,487,500, of which $377,473 and $442,523 was unfunded, respectively. It is within the Company’s discretion to make these additional amounts available to the SSLP.
As of June 30, 2012 and December 31, 2011, the SSLP had total assets of $5.4 billion and $5.0 billion, respectively. GE’s investment in the SSLP consisted of senior notes of $4.1 billion and $3.8 billion and SSLP Certificates of $159 million and $149 million at June 30, 2012 and December 31, 2011, respectively. The SSLP Certificates are junior to the senior notes invested by GE and the Company owned 87.5% of the outstanding SSLP Certificates as of June 30, 2012 and December 31, 2011. The SSLP’s portfolio consisted of first lien senior secured loans to 34 and 32 different borrowers as of June 30, 2012 and December 31, 2011, respectively. As of June 30, 2012 and December 31, 2011, the portfolio was comprised of all first lien senior secured loans to U.S. middle-market companies and none of these loans was on non-accrual status. As of June 30, 2012 and December 31, 2011, the largest loan to a single borrower in the SSLP’s portfolio in aggregate principal amount was $300.0 million and the five largest loans to borrowers totaled $1.4 billion. The portfolio companies in the SSLP are in industries similar to the companies in the Company’s portfolio.
The amortized cost and fair value of the SSLP Certificates held by the Company was $1,099,477 and $1,125,812, respectively, as of June 30, 2012, and $1,034,254 and $1,059,178, respectively, as of December 31, 2011. The SSLP Certificates pay a weighted average coupon of approximately LIBOR plus 8.0% and also entitle the Company to receive a portion of the excess cash flow from the loan portfolio, which may result in a return greater than the contractual coupon. The Company’s yield on its investment in the SSLP at fair value was 15.6% and 15.7% as of June 30, 2012 and December 31, 2011, respectively. For the three and six months ended June 30, 2012, the Company earned interest income of $44,476 and $87,743, respectively, in respect of its SSLP investment. For the three and six months ended June 30, 2011, the Company earned interest income of $27,003 and $50,324, respectively, in respect of its SSLP investment. The Company is also entitled to certain fees in connection with the SSLP.
Effective March 30, 2012, Ares Capital Management assumed from the Company the role of co-manager of the SSLP. However, this change did not impact the Company’s economics in respect of its participation in the SSLP and Ares Capital Management does not receive any remuneration in respect of its co-manager role.
5. DEBT
In accordance with the Investment Company Act, with certain limited exceptions, the Company is only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 200% after such borrowing. As of June 30, 2012 our asset coverage for borrowed amounts was 257%.
The Company’s outstanding debt obligations as of June 30, 2012 and December 31, 2011 was as follows:
Aggregate
Principal
Available/
Carrying
Outstanding(1)
Value
Revolving Credit Facility
900,000
295,000
810,000
395,000
Revolving Funding Facility
580,000
348,000
500,000
463,000
SMBC Funding Facility
200,000
107,000
Debt Securitization
77,531
February 2016 Convertible Notes
575,000
544,769
541,152
June 2016 Convertible Notes
230,000
217,322
215,931
2017 Convertible Notes
162,500
157,876
2022 Notes
143,750
2040 Notes
2047 Notes
181,091
180,988
3,221,250
2,291,250
2,622,531
2,170,531
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(1) Subject to borrowing base and leverage restrictions. Represents the total aggregate amount available or outstanding, as applicable, under such instrument.
(2) Provides for a feature that allows the Company, under certain circumstances, to increase the size of the facility to a maximum of $1,350,000 and $1,050,000 for the Revolving Credit Facility as of June 30, 2012 and December 31, 2011, respectively.
(3) Provides for a feature that allows the Company and Ares Capital CP, under certain circumstances, to increase the size of the facility to a maximum of $865,000 for the Revolving Funding Facility as of June 30, 2012.
(4) Represents the aggregate principal amount outstanding of the Convertible Notes (as defined below) less the unaccreted discount initially recorded upon issuance of the Convertible Notes. The total unaccreted discount for the February 2016 Convertible Notes, the June 2016 Convertible Notes and the 2017 Convertible Notes was $30,231, $12,678 and $4,624, respectively, at June 30, 2012.
(5) Represents the aggregate principal amount outstanding less the unaccreted purchased discount. The total unaccreted purchased discount on the 2047 Notes was $48,909 and $49,012 as of June 30, 2012 and December 31, 2011, respectively.
The weighted average stated interest rate and weighted average maturity, both on aggregate principal amount, of all our outstanding debt as of June 30, 2012 were 5.0% and 9.8 years, respectively, and as of December 31, 2011 were 4.8% and 9.3 years, respectively.
In December 2005, the Company entered into a senior secured revolving credit facility (as amended and restated, the “Revolving Credit Facility”), which as of June 30, 2012, allows the Company to borrow up to $900,000 at any one time outstanding. On May 4, 2012, the Company amended and restated the Revolving Credit Facility to, among other things, increase the size of the facility from $810,000 to $900,000, extend the expiration of the revolving period from January 22, 2013 to May 4, 2015 and extend the stated maturity date from January 22, 2013 to May 4, 2016. The Revolving Credit Facility also includes a feature that allows, under certain circumstances, for an increase in the size of the facility to a maximum of $1,350,000. The Revolving Credit Facility generally requires payments of interest at the end of each LIBOR interest period, but no less frequently than quarterly, on LIBOR based loans, and monthly payments of interest on other loans. From the end of the revolving period to the stated maturity date, the Company is required to repay outstanding principal amounts under the Revolving Credit Facility on a monthly basis in an amount equal to 1/12th of the outstanding principal amount at the end of the revolving period.
Under the Revolving Credit Facility, the Company is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain minimum stockholders’ equity, (e) maintaining a ratio of total assets (less total liabilities other than indebtedness) to total indebtedness of the Company and its consolidated subsidiaries, of not less than 2.0:1.0, (f) limitations on pledging certain unencumbered assets, and (g) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and certain of its subsidiaries. Borrowings under the Revolving Credit Facility (and the incurrence of certain other permitted debt) are also subject to compliance with a borrowing base that applies different advance rates to different types of assets in our portfolio that are pledged as collateral. As of June 30, 2012, the Company was in compliance in all material respects with the terms of the Revolving Credit Facility.
As of June 30, 2012 and December 31, 2011, there was $295,000 and $395,000 outstanding, respectively, under the Revolving Credit Facility. The Revolving Credit Facility also provides for a sub-limit for the issuance of letters of credit for up to an aggregate amount of $125,000. As of June 30, 2012 and December 31, 2011, the Company had $45,764 and $47,249, respectively, in standby letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued. As of June 30, 2012, there was $559,236 available for borrowing (net of standby letters of credit issued) under the Revolving Credit Facility.
After May 4, 2012, subject to certain exceptions, the interest rate charged on the Revolving Credit Facility is based on LIBOR plus an applicable spread of 2.25% or a “base rate” (as defined in the agreements governing the Revolving Credit Facility) plus an applicable spread of 1.25%. Prior to May 4, 2012, the interest rate charged on the Revolving Credit Facility was based on LIBOR plus an applicable spread of between 2.50% and 4.00% or on a “base rate” plus an applicable spread of between 1.50% and 3.00%, in each case, based on a pricing grid depending upon our credit ratings. As of June 30, 2012, the one, two, three and six month LIBOR was 0.25%, 0.34%, 0.46% and 0.73%, respectively. As of December 31, 2011, the one, two, three and six month LIBOR was
0.30%, 0.43%, 0.58% and 0.81%, respectively. In addition to the stated interest expense on the Revolving Credit Facility, after May 4, 2012, the Company is required to pay a commitment fee of 0.375% per annum on any unused portion of the Revolving Credit Facility and a letter of credit fee of 2.50% per annum on letters of credit issued, both of which are payable quarterly. Prior to May 4, 2012, the commitment fee was 0.50%, and the letter of credit fee was 3.25%.
The Revolving Credit Facility is secured by certain assets in our portfolio and excludes investments held by Ares Capital CP under the Revolving Funding Facility, those held by ACJB under the SMBC Funding Facility and prior to the termination of the Debt Securitization, those previously held as part of the Debt Securitization, each as discussed below, and certain other investments.
The components of interest and credit facility fees expense, cash paid for interest expense, average interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the Revolving Credit Facility were as follows:
For the three months ended June 30,
For the six months ended June 30,
2012
2011
Stated interest expense
1,021
1,929
Facility fees
1,047
1,068
2,277
2,118
1,043
1,639
2,603
3,233
Total interest and credit facility fees expense
3,111
2,707
6,809
5,573
Cash paid for interest expense
578
2,081
563
Average stated interest rate
2.73
3.03
3.34
Average outstanding balance
149,451
126,484
13,254
In October 2004, the Company established through its consolidated subsidiary, Ares Capital CP Funding LLC (“Ares Capital CP”), a revolving funding facility (as amended, the “Revolving Funding Facility”), which as of June 30, 2012, allows Ares Capital CP to borrow up to $580,000 at any one time outstanding. The Revolving Funding Facility is secured by all of the assets held by, and the Company’s membership interest in, Ares Capital CP. On June 7, 2012, the Company and Ares Capital CP amended the Revolving Funding Facility to, among other things, increase the size of the Revolving Funding Facility from $500 million to $580 million, add a feature that allows, under certain circumstances, for an increase in the size of the facility to a maximum of $865 million, extend the reinvestment period from January 18, 2015 to April 18, 2015, and extend the stated maturity date from January 18, 2017 to April 18, 2017. See Note 15 for subsequent events relating to the Revolving Funding Facility.
Amounts available to borrow under the Revolving Funding Facility are subject to a borrowing base that applies different advance rates to different types of assets held by Ares Capital CP. Ares Capital CP is also subject to limitations with respect to the loans securing the Revolving Funding Facility, including restrictions on sector concentrations, loan size, payment frequency and status, collateral interests, loans with fixed rates and loans with certain investment ratings, as well as restrictions on portfolio company leverage, which may also affect the borrowing base and therefore amounts available to borrow. The Company and Ares Capital CP are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. As of June 30, 2012, the Company and Ares Capital CP were in compliance in all material respects with the terms of the Revolving Funding Facility.
As of June 30, 2012 and December 31, 2011, there was $348,000 and $463,000 outstanding, respectively, under the Revolving Funding Facility. After a January 18, 2012 amendment to the Revolving Funding Facility, the interest rate charged on the Revolving Funding Facility is based on LIBOR plus an applicable spread of 2.50% or on a “base rate” (as defined in the agreements governing the Revolving Funding Facility) plus an applicable spread of 1.50%. Prior to January 18, 2012, the interest rate charged on the Revolving Funding Facility, subject to certain exceptions, was based on LIBOR plus an applicable spread of between 2.25% and 3.75% or on a “base rate” plus an applicable spread of between 1.25% to 2.75%, in each case, based on a pricing grid depending upon the Company’s credit ratings. As of June 30, 2012 and December 31, 2011, the interest rate in effect was based on one month LIBOR of 0.25% and 0.30%, respectively. Ares Capital CP is also required to pay a commitment fee of between 0.50% and 1.75% depending on the size of the unused portion of the Revolving Funding Facility.
The components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the Revolving Funding Facility were as follows:
2,695
448
5,871
1,125
168
1,127
235
2,139
403
545
777
1,070
3,266
2,120
4,334
3,175
677
6,626
3,029
2.77
2.97
2.79
3.00
389,110
60,276
418,132
75,016
In January 2012, the Company established through its consolidated subsidiary, Ares Capital JB Funding LLC (“ACJB”), a revolving funding facility (the “SMBC Funding Facility”) with ACJB, as the borrower, Sumitomo Mitsui Banking Corporation (“SMBC”), as the administrative agent, collateral agent, and lender, which ACJB may borrow up to $200,000 at any one time outstanding. The SMBC Funding Facility is secured by all of the assets held by ACJB. The SMBC Funding Facility has a reinvestment period scheduled to end on January 20, 2015 and a stated maturity date of January 20, 2020. The reinvestment period and the stated maturity date are both subject to two one-year extensions by mutual agreement.
Amounts available to borrow under the SMBC Funding Facility are subject to a borrowing base that applies different advance rates to assets held by ACJB. The Company and ACJB are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. As of June 30, 2012, the Company and ACJB were in compliance in all material respects with the terms of the SMBC Funding Facility.
As of June 30, 2012, there was $107,000 outstanding under the SMBC Funding Facility. Subject to certain exceptions, the interest rate charged on the SMBC Funding Facility is based on one month LIBOR plus an applicable spread of 2.125% or a “base rate” (as defined in the agreements governing the SMBC Funding Facility) plus an applicable spread of 1.125%. As of June 30, 2012, one month LIBOR was 0.25%. Prior to July 20, 2012, there was no commitment fee required to be paid. Beginning on July 20, 2012, ACJB is required to pay a commitment fee of 0.50% depending on the size of the unused portion of the SMBC Funding Facility.
The components of interest and credit facility fees expense, cash paid for interest expense, average interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the SMBC Funding Facility were as follows:
449
526
155
267
604
793
373
410
2.36
2.35
76,075
44,452
In July 2006, through ARCC Commercial Loan Trust 2006, a vehicle serviced by the Company’s consolidated subsidiary, ARCC CLO 2006 LLC (“ARCC CLO”), the Company completed a $400,000 debt securitization (the “Debt Securitization”) and issued approximately $314,000 aggregate principal amount of asset backed notes to third parties (the “CLO Notes”) that were secured by a pool of middle market loans that were purchased or originated by the Company. The Company initially retained approximately $86,000 of aggregate principal amount of certain “BBB” and non-rated securities in the Debt Securitization and subsequently repurchased $34,790 of the CLO Notes. In June 2012, the Company repaid in full the $60,049 aggregate principal amount outstanding of the CLO Notes and terminated or discharged the agreements governing the Debt Securitization.
LIBOR
Spread
(basis points)
A-1A
4,896
A-1A VFN
12,520
A-1B
A-2B
13,905
B
9,000
C
23,210
70
52
The interest charged under the Debt Securitization was based on 3-month LIBOR, which as of December 31, 2011 was 0.56%. The blended interest rate charged on the CLO Notes, excluding fees, at December 31, 2011, was approximately 3-month LIBOR plus 45 basis points. The Company was also required to pay a commitment fee of 0.175% for any unused portion of the Class A-1A VFN Notes through June 17, 2011, the end of the reinvestment period, which is included in facility fees below.
In connection with the repayment in full of the CLO Notes ahead of their scheduled maturities, the remaining unamortized debt issuance costs related to the CLO Notes of $2,678 were expensed and recorded as a “realized loss on extinguishment of debt” in the accompanying consolidated statement of operations.
The components of interest and credit facility fees expense, cash paid for interest expense, average interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the Debt Securitization are as follows:
120
177
209
338
692
149
239
347
0.72
1.00
0.71
52,791
138,561
64,008
145,868
Unsecured Notes
Convertible Notes
In January 2011, we issued $575,000 aggregate principal amount of unsecured convertible senior notes that mature on February 1, 2016 (the “February 2016 Convertible Notes”), unless previously converted or repurchased in accordance with their terms. In March 2011, we issued $230,000 aggregate principal amount of unsecured convertible senior notes that mature on June 1, 2016 (the “June 2016 Convertible Notes”), unless previously converted or repurchased in accordance with their terms. In March 2012, we issued $162,500 aggregate principal amount of unsecured convertible senior notes that mature on March 15, 2017 (the “2017 Convertible Notes” and together with the February 2016 Convertible Notes and the June 2016 Convertible Notes, the “Convertible Notes”), unless previously converted or repurchased in accordance with their terms. We do not have the right to redeem the Convertible Notes prior to maturity. The February 2016 Convertible Notes, the June 2016 Convertible Notes and the 2017 Convertible Notes bear interest at a rate of 5.75%, 5.125% and 4.875%, respectively, per year, payable semi-annually.
In certain circumstances, the Convertible Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, at their respective initial conversion rates (listed below) subject to customary anti-dilution adjustments and the requirements of their respective indentures (the “Convertible Notes Indentures”). Prior to the close of business on the business day immediately preceding their respective conversion date (listed below), holders may convert their Convertible Notes only under certain circumstances set forth in the Convertible Notes Indentures. On or after their respective conversion dates until the close of business on the scheduled trading day immediately preceding their respective maturity date, holders may convert their Convertible Notes at any time. In addition, if we engage in certain corporate events as described in their respective Convertible Notes Indenture, holders of the Convertible Notes may require us to repurchase for cash all or part of the Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.
Certain key terms related to the convertible features for each of the Convertible Notes are listed below.
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February 2016
June 2016
2017
Conversion premium
17.5
Closing stock price
16.28
16.20
16.46
Closing stock price date
January 19, 2011
March 22, 2011
March 8, 2012
Initial conversion price
19.13
19.04
19.34
Initial conversion rate (shares per one thousand dollar principal amount)
52.2766
52.5348
51.7050
Conversion dates
August 15, 2015
December 15, 2015
September 15, 2016
As of June 30, 2012, the principal amounts of each series of the Convertible Notes exceeded the value of the underlying shares multiplied by the per share closing price of our common stock.
The Convertible Notes are our senior unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to our existing and future unsecured indebtedness that is not expressly subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Convertible Notes Indentures contain certain covenants, including covenants requiring us to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act and to provide financial information to the holders of the Convertible Notes under certain circumstances. These covenants are subject to important limitations and exceptions that are described in the Convertible Notes Indentures. As June 30, 2012, the Company was in compliance in all material respects with the terms of the Convertible Notes Indentures.
The Convertible Notes are accounted for in accordance with Accounting Standards Codification (“ASC”) 470-20. Upon conversion of any of the Convertible Notes, we intend to pay the outstanding principal amount in cash and to the extent that the conversion value exceeds the principal amount, we have the option to pay in cash or shares of our common stock (or a combination of cash and shares) in respect of the excess amount, subject to the requirements of the Convertible Notes Indentures. The Company has determined that the embedded conversion options in the Convertible Notes are not required to be separately accounted for as a derivative under GAAP. In accounting for the Convertible Notes, we estimated at the time of issuance that the values of the debt and equity components were approximately 93% and 7%, respectively, for each of the February 2016 Convertible Notes and the June 2016 Convertible Notes, and the debt and equity components approximately 97% and 3%, respectively, for the 2017 Convertible Notes. The original issue discount equal to the equity components of the Convertible Notes were recorded in “capital in excess of par value” in the accompanying consolidated balance sheet. As a result, we record interest expense comprised of both stated interest expense as well as accretion of the original issue discount. Additionally, the issuance costs associated with the Convertible Notes were allocated to the debt and equity components in proportion to the allocation of the proceeds and accounted for as debt issuance costs and equity issuance costs, respectively.
At the time of issuance, the debt issuance costs and equity issuance costs for the February 2016 Convertible Notes were $15,778 and $1,188, respectively, for the June 2016 Convertible Notes were $5,913 and $445, respectively, and for the 2017 Convertible Notes were $4,813 and $149, respectively. At the time of issuance and as of June 30, 2012, the equity component, net of issuance costs as recorded in the “capital in excess of par value” in the accompanying consolidated balance sheet for the February 2016 Convertible Notes, the June 2016 Convertible Notes and the 2017 Convertible Notes was $39,063, $15,653 and $4,725, respectively.
As of June 30, 2012, the components of the carrying value of the Convertible Notes, the stated interest rate and the effective interest rate were as follows:
Principal amount of debt
Original issue discount, net of accretion
(30,231
(12,678
(4,624
Carrying value of debt
Stated interest rate
5.75
5.125
4.875
Effective interest rate(1)
7.0
(1) The effective interest rate of the debt component of the convertible notes is equal to the stated interest rate plus
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the accretion of original issue discount.
For the three and six months ended June 30, 2012 and 2011, the components of interest expense and cash paid for interest
expense for the Convertible Notes were as follows:
13,193
11,180
24,780
17,372
Accretion of original issue discount
2,740
2,351
5,259
1,334
1,087
1,628
Total interest expense
17,267
14,618
32,546
22,603
5,894
22,425
On February 2, 2012, we issued $143,750 aggregate principal amount of senior unsecured notes that mature on February 15, 2022 (the “2022 Notes”). The 2022 Notes bear interest at a rate of 7.00% per year payable quarterly commencing on May 15, 2012 and all principal is due upon maturity. The 2022 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after February 15, 2015, at a par redemption price of $25 per security plus accrued and unpaid interest. Total proceeds from the issuance of the 2022 Notes, net of underwriting discounts and offering costs, were approximately $138,338.
On October 21, 2010, we issued $200,000 aggregate principal amount of senior unsecured notes that mature on October 15, 2040 (the “2040 Notes”). The 2040 Notes bear interest at a rate of 7.75% per annum, payable quarterly, and all principal is due upon maturity. The 2040 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after October 15, 2015, at a par redemption price of $25 per security plus accrued and unpaid interest. Total proceeds from the issuance of the 2040 Notes, net of underwriting discounts and offering costs, were approximately $193,000.
For the three and six months ended June 30, 2012 and 2011, the components of interest expense and cash paid for interest expense for the 2022 Notes and the 2040 Notes are as follows:
6,363
3,875
11,915
7,750
193
339
119
6,556
3,936
12,254
7,869
6,754
10,629
7,492
Allied Unsecured Notes
As part of the Allied Acquisition, the Company assumed all outstanding debt obligations of Allied Capital, including Allied Capital’s unsecured notes, which consisted of 6.625% Notes due on July 15, 2011 (the “2011 Notes”), 6.000% Notes due on April 1, 2012 (the “2012 Notes”) and 6.875% Notes due on April 15, 2047 (the “2047 Notes” and, together with the 2011 Notes and the 2012 Notes, the “Allied Unsecured Notes”). In accordance with ASC 805-10, the initial carrying value of the Allied Unsecured Notes was equal to the fair value as of April 1, 2010 resulting in an initial unaccreted discount from the principal value of the Allied Unsecured Notes of approximately $65,800. Accretion expense related to this discount is included in “interest and credit facility fees” in the accompanying statement of operations.
On March 16, 2011 we redeemed the remaining balance of the 2011 Notes for a total redemption price (including a redemption premium) of $306,800, in accordance with the terms of the indenture governing the 2011 Notes, which resulted in a loss on the extinguishment of debt of $8,860. On April 27, 2011, we redeemed the remaining balance of the 2012 Notes for a total redemption price (including a redemption premium) of $169,338, in accordance with the terms of the indenture governing the 2012 Notes, which resulted in a loss on the extinguishment of debt of $10,458.
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As of June 30, 2012 and December 31, 2011, the 2047 Notes were outstanding as follows:
Outstanding
Value(1)
(1) Represents the principal amount of the 2047 Notes less the unaccreted purchased discount initially recorded as a part of the Allied Acquisition
The 2047 Notes bear interest at a rate of 6.875% and mature on April 15, 2047. The 2047 Notes require payment of interest quarterly, and all principal is due upon maturity. The 2047 Notes may be redeemed in whole or in part at any time or from time to time at our option, at a par redemption price of $25 per security plus accrued and unpaid interest and upon the occurrence of certain tax events as stipulated in the indenture governing the 2047 Notes.
For the three and six months ended June 30, 2012 and 2011, the components of interest expense and cash paid for interest expense for the Allied Unsecured Notes are as follows:
3,953
4,652
7,906
15,172
Accretion on original issue discount
103
2,525
4,005
4,874
8,009
17,697
9,488
26,772
The 2022 Notes, the 2040 Notes and the 2047 Notes contain certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act and to provide financial information to the holders of such notes under certain circumstances. These covenants are subject to important limitations and exceptions. As of June 30, 2012, the Company was in compliance in all material respects with the terms of the 2022 Notes, the 2040 Notes and the 2047 Notes.
6. COMMITMENTS AND CONTINGENCIES
The Company has various commitments to fund investments in its portfolio as described below.
As of June 30, 2012 and December 31, 2011, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments the funding of which is at (or substantially at) the Company’s discretion:
Total revolving and delayed draw commitments
576,912
565,630
Less: funded commitments
(123,531
(125,037
Total unfunded commitments
453,381
440,593
Less: commitments substantially at discretion of the Company
(6,250
(64,750
Less: unavailable commitments due to borrowing base or other covenant restrictions
(20,521
(5,518
Total net adjusted unfunded revolving and delayed draw commitments
426,610
370,325
Included within the total revolving and delayed draw commitments as of June 30, 2012 were commitments to issue up to $65,485 in standby letters of credit through a financial intermediary on behalf of certain portfolio companies. Under these arrangements, if the standby letters of credit were to be issued, 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 June 30, 2012, the Company had $42,408 in
standby letters of credit issued and outstanding under these commitments on behalf of the portfolio companies, of which no amounts were recorded as a liability on our balance sheet as such letters of credit are considered in the valuation of the investments in the portfolio company. Of these letters of credit $40,649 expire in 2012 and $1,759 expire in 2013.
As of June 30, 2012 and December 31, 2011, the Company was party to subscription agreements to fund equity investments in private equity investment partnerships:
Total private equity commitments
149,117
132,030
Less: funded private equity commitments
(79,490
(67,428
Total unfunded private equity commitments
69,627
64,602
Less: private equity commitments substantially at discretion of the Company
(53,525
Total net adjusted unfunded private equity commitments
16,102
11,077
In addition, as of each of June 30, 2012 and December 31, 2011, the Company had outstanding guarantees or similar obligations on behalf of certain portfolio companies totaling $800.
Further in the ordinary course of business, we may sell certain of our investments to third party purchasers. In particular, in connection with the sale of certain controlled portfolio company equity investments (as well as certain other sales) we have, and may continue to do so in the future, agreed to indemnify such purchasers for future liabilities arising from the investments and the related sale transaction. Such indemnification provisions may give rise to future liabilities.
As of June 30, 2012, one of the Company’s portfolio companies, Ciena Capital LLC (“Ciena”), had one non-recourse securitization Small Business Administration (“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. Allied Capital had previously issued a performance guaranty (which the Company succeeded to as a result of the Allied Acquisition) whereby the Company must 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. As of June 30, 2012, there are no known issues or claims with respect to this performance guaranty.
7. FAIR VALUE OF FINANCIAL INSTRUMENTS
Effective January 1, 2008, the Company adopted ASC 825-10, which provides companies the option to report selected financial assets and liabilities at fair value. ASC 825-10 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect of the company’s choice to use fair value on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. The Company has not elected the ASC 825-10 option to report selected financial assets and liabilities at fair value. With the exception of the line items entitled “other assets” and “debt,” which are reported at amortized cost, all assets and liabilities approximate fair value on the balance sheet. The carrying value of the line items entitled “interest receivable,” “receivable for open trades,” “payable for open trades,” “accounts payable and accrued expenses,” “management and incentive fees payable” and “interest and facility fees payable” approximate fair value due to their short maturity.
Effective January 1, 2008, the Company adopted ASC 820-10, which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP 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 the Company to assume that the portfolio investment is sold in its 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, the Company has considered its principal market as the market in which the Company exits its portfolio investments with the greatest volume and level of activity. ASC 820-10 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:
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· Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
· Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
· Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
In addition to using the above inputs in investment valuations, we continue to employ the net asset valuation policy approved by our board of directors that is consistent with ASC 820-10 (see Note 2). Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. Our valuation policy considers the fact that because there is not a readily available market value for most of the investments in our portfolio, the fair value of the investments must typically be determined using unobservable inputs.
The Company’s portfolio investments (other than as discussed below in the following paragraph) are typically valued using two different valuation techniques. The first valuation technique is an analysis of the enterprise value (“EV”) of the portfolio company. Enterprise value means the entire value of the portfolio 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. The primary method for determining EV uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA (net income before net interest expense, income tax expense, depreciation and amortization). EBITDA multiples are typically determined based upon review of market comparable transactions and publicly traded comparable companies, if any. The second method for determining EV uses a discounted cash flow analysis whereby future expected cash flows of the portfolio company are discounted to determine a present value using estimated discount rates (typically a weighted average cost of capital based on costs of debt and equity consistent with current market conditions). The EV analysis is performed to determine the value of equity investments, the value of debt investments in portfolio companies where the Company has control or could gain control through an option or warrant security, and to determine if there is credit impairment for debt investments. If debt investments are credit impaired, an EV analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate enterprise value. The second valuation technique is a yield analysis, which is typically performed for non-credit impaired debt investments in portfolio companies where we do not own a controlling equity position. To determine fair value using a yield analysis, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk. In the yield analysis, we consider the current contractual interest rate, the maturity and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the enterprise value of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.
For other portfolio investments such as investments in collateralized loan obligations and the subordinated certificates of the SSLP, discounted cash flow analysis is the primary technique utilized to determine fair value. Expected future cash flows associated with the investment are discounted to determine a present value using a discount rate that reflects estimated market return requirements.
The following table summarizes the significant unobservable inputs the Company used to value the majority of its investments categorized within Level 2 or 3 as of June 30, 2012. The table is not intended to be all-inclusive, but instead captures the significant unobservable inputs relevant to our determination of fair values.
Unobservable Input
Fair
Primary
Weighted
Asset Category
Valuation Technique
Input
Range
Average
Yield Analysis
Market Yield
5.5% - 20.8%
10.1
Subordinated Certificates of the SSLP
Discounted Cash Flow
Discount Rate
14.0% - 16.0%
15.0
9.0% - 18.6%
14.1
8.8% - 13.5%
10.7
EV Market Multiple Analysis
EBITDA Multiple
4.5x - 10.5x
8.0x
Other equity securities and other
510,589
4.5x - 12.0x
7.4x
Changes in market yields, discount rates or EBITDA multiples, each in isolation, may change the fair value of certain of our investments. Generally, an increase in market yields or discount rates or decrease in EBITDA multiples may result in a decrease in the fair value of certain of our investments.
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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 our investments may fluctuate from period to period. Additionally, the fair value of our 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 we 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 we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.
The following table presents fair value measurements of cash and cash equivalents and investments as of June 30,
2012:
Fair Value Measurements Using
Level 1
Level 2
Level 3
The following table presents changes in investments that use Level 3 inputs as of and for the three and six months ended
June 30, 2012:
As of and for the
three months ended
Balance as of March 31, 2012
5,204,531
Net realized and unrealized gains
703,812
(111,543
(305,739
Payment-in-kind interest and dividends
4,495
Accretion of discount on securities
Net transfers in and/or out of Level 3
Balance as of June 30, 2012
six months ended
Balance as of December 31, 2011
1,086,383
(119,593
(609,546
11,342
7,503
As of June 30, 2012, the net unrealized appreciation on the investments that use Level 3 inputs was $66,629.
The following table presents fair value measurements of cash and cash equivalents and investments as of December 31
2011:
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June 30, 2011:
Balance as of March 31, 2011
4,256,420
15,707
744,455
(112,884
(259,785
3,851
(24,640
Balance as of June 30, 2011
4,630,043
Balance as of December 31, 2010
4,312,657
99,231
1,212,723
(403,433
(592,302
17,957
7,850
As of June 30, 2011, the net unrealized appreciation on the investments that use Level 3 inputs was $76,210.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.
Following are the carrying and fair values of our debt obligations as of June 30, 2012 and December 31, 2011. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available.
Carrying value(1)
Fair value
399,400
467,900
68,215
February 2016 Convertible Notes (principal amount outstanding of $575,000)
589,985
545,445
June 2016 Convertible Notes (principal amount outstanding of $230,000)
229,209
215,717
2017 Convertible Notes (principal amount outstanding of $162,500)
156,354
2022 Notes (principal amount outstanding of $143,750)
149,077
2040 Notes (principal amount outstanding of $200,000)
207,288
198,808
2047 Notes (principal amount outstanding of $230,000)
224,362
212,218
2,306,275
2,107,703
(1) Except for the Convertible Notes and the 2047 Notes, all carrying values are the same as the principal amounts outstanding.
(2) Represents the aggregate principal amount outstanding of the Convertible Notes less the unaccreted discount initially recorded upon issuance of each respective series of the Convertible Notes.
(3) Represents the aggregate principal amount outstanding of the 2047 Notes less the unaccreted purchased discount.
(4) Total principal amount of debt outstanding totaled $2,291,250 and $2,170,531 as of June 30, 2012 and December 31, 2011, respectively.
The following table presents fair value measurements of our debt obligations as of June 30, 2012 and December 31, 2011:
580,727
411,026
1,725,548
1,696,677
8. STOCKHOLDERS’ EQUITY
The following table summarizes the total shares issued and proceeds received in public offerings of the Company’s common stock net of underwriting discounts and offering costs for the six months ended June 30, 2012:
Proceeds net of
Offering price
underwriting and
Shares issued
per share
offering costs
January 2012 public offering
15.41
Total for the six months ended June 30, 2012
The Company used the net proceeds from the January 2012 public equity offering to repay outstanding debt and for general corporate purposes, which included funding investments.
There were no sales of our equity securities for the six months ended June 30, 2011.
9 EARNINGS PER SHARE
The following information sets forth the computations of basic and diluted net increase in stockholders’ equity resulting from
operations per share for the three and six months ended June 30, 2012 and 2011:
Net increase in stockholders’ equity resulting from operations available to common stockholders:
Weighted average shares of common stock outstanding—basic and diluted:
Basic and diluted net increase in stockholders’ equity resulting from operations per share:
For the purposes of calculating diluted earnings per share, the average closing price of the Company’s common stock for the three and six months ended June 30, 2012 and for the period from the time of issuance of the 2017 Convertible Notes through June 30, 2012 was less than the current conversion price for each respective series of the Convertible Notes and therefore, the underlying shares for the intrinsic value of the embedded options in the Convertible Notes had no impact on this calculation. The average closing price of the Company’s common stock for the three months ended June 30, 2011 and for the period from the time of issuance of both the February 2016 Convertible Notes and the June 2016 Convertible Notes through June 30, 2011 was less than the current conversion
price for each respective series of the Convertible Notes and therefore, the underlying shares for the intrinsic value of the embedded options in the Convertible Notes had no impact on this calculation.
10. DIVIDENDS AND DISTRIBUTIONS
The following table summarizes our dividends declared during the six months ended June 30, 2012 and 2011 :
Per Share
Date Declared
Record Date
Payment Date
May 8, 2012
June 15, 2012
June 29, 2012
0.37
82,094
February 28, 2012
March 15, 2012
March 30, 2012
81,974
Total declared for the six months ended June 30, 2012
0.74
May 5, 2011
June 15, 2011
0.35
71,663
March 1, 2011
March 15, 2011
March 31, 2011
71,547
Total declared for the six months ended June 30, 2011
0.70
The Company has a dividend reinvestment plan that was amended effective March 28, 2012, 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. Prior to the amendment, if the Company issued new shares to implement the dividend reinvestment plan, the issue price was equal to the closing price of its common stock on the dividend record date. As a result of the amendment, when the Company issues new shares in connection with the dividend reinvestment plan, the issue price is equal to the closing price of its common stock on the dividend payment date. Dividend reinvestment plan activity for the six months ended June 30, 2012 and 2011, was as follows:
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Average price per share
16.16
16.24
Shares purchased by plan agent for shareholders
11. RELATED PARTY TRANSACTIONS
In accordance with the investment advisory and management agreement, we bear all costs and expenses of the operation of the Company and reimburse our investment adviser for certain costs and expenses incurred by the Company’s investment adviser in the operation of the Company. For the three and six months ended June 30, 2012, the Company’s investment adviser incurred costs and expenses in respect of which it was entitled to reimbursement totaling $954 and $1,863, respectively. For the three and six months ended June 30, 2011, the Company’s investment adviser incurred costs and expenses in respect of which it was entitled to reimbursement totaling $2,469 and $3,112, respectively. As of June 30, 2012, $1,125 of this amount was unpaid and such payable is included in “accounts payable and accrued expenses” in the accompanying consolidated balance sheet.
We have entered into separate subleases with Ares Management and Ivy Hill Asset Management, L.P. (“IHAM”), a wholly owned portfolio company of the Company, pursuant to which Ares Management and IHAM sublease approximately 15% and 20%, respectively, of the Company’s New York office space for a fixed rent equal to 15% and 20%, respectively, of the base annual rent payable by us under the Company’s lease for this space, plus certain additional costs and expenses. For the three and six months ended June 30, 2012, amounts payable to the Company under these subleases totaled $407 and $775, respectively. For the three and six months ended June 30, 2011, amounts payable to the Company under these subleases totaled $137. Under our previous lease that expired on February 27, 2011, we were party to a sublease agreement with Ares Management whereby Ares Management subleased approximately 25% of such office space for a fixed rent equal to 25% of the basic annual rent payable by us under this lease, plus certain additional costs and expenses. For the three and six months ended June 30, 2011, amounts payable under this sublease to the Company totaled $396.
We are also party to an office sublease with Ares Commercial Real Estate Management LLC (‘‘ACREM’’), a wholly owned subsidiary of Ares Management, pursuant to which we are subleasing approximately 12% of ACREM’s office space for a fixed rent
equal to 12% of the basic annual rent payable by ACREM under its office lease, plus certain additional costs and expenses. For the three and six months ended June 30, 2012, amounts payable under this sublease by the Company to ACREM totaled $26.
As of June 30, 2012, Ares Investments Holdings LLC, an affiliate of Ares Management (the sole member of our investment adviser), owned approximately 2.9 million shares of the Company’s common stock representing approximately 1.3% of the total shares outstanding as of June 30, 2012.
See Notes 3 and 12 for descriptions of other related party transactions.
12. IVY HILL ASSET MANAGEMENT, L.P. AND OTHER MANAGED VEHICLES
In November 2007, the Company established IHAM to serve as a manager for Ivy Hill Middle Market Credit Fund, Ltd., an unconsolidated investment vehicle focusing on investments in middle-market loans. From inception until the second quarter of 2009, IHAM’s financial results were consolidated with those of the Company. In June 2009, because of a shift in activity from being primarily a manager, with no dedicated employees, of funds in which the Company had invested debt and equity, to a manager with individuals dedicated to managing an increasing number of third party funds, the Company concluded that GAAP required the financial results of IHAM to be reported as a portfolio company in the schedule of investments rather than as a consolidated subsidiary in the Company’s financial results. The Company made an initial equity investment of $3,816 into IHAM in June 2009. As of June 30, 2012, the Company’s total investment in IHAM at fair value was $204,977, including unrealized appreciation of $92,101. As of December 31, 2011, the Company’s total investment in IHAM at fair value was $194,597 including unrealized appreciation of $81,721. For the three and six months ended June 30, 2012, the Company received distributions consisting entirely of dividend income from IHAM of $4,762 and $9,524, respectively. For the three and six months ended June 30, 2011, the Company received distributions consisting entirely of dividend income from IHAM of $4,762 and $9,524, respectively.
IHAM, which became an SEC registered investment adviser effective March 30, 2012, as of June 30, 2012 managed 10 unconsolidated credit vehicles and sub-managed or sub-advised four other unconsolidated credit vehicles (these vehicles managed or sub-managed /sub-advised by IHAM are collectively, the “IHAM Vehicles”). As of June 30, 2012 and December 31, 2011, the Company had investments in two of the IHAM Vehicles.
IHAM or certain of the IHAM Vehicles purchased investments from the Company of $36,147, during the six months ended June 30, 2012. A net realized loss of $848 was recorded on these transactions for the six months ended June 30, 2012. IHAM or the IHAM Vehicles may, from time to time, buy or sell additional investments from or to the Company. For any such purchases or sales by the IHAM Vehicles from or to the Company, the IHAM Vehicles must obtain approval from third parties unaffiliated with the Company or IHAM, as applicable.
IHAM is party to an administration agreement, referred to herein as the “IHAM administration agreement,” with Ares Operations. Pursuant to the IHAM administration agreement, Ares Operations provides IHAM with office facilities, equipment, clerical, bookkeeping and record keeping services, services of, and oversight of, custodians, depositories, accountants, attorneys, underwriters and such other persons in any other capacity deemed to be necessary. Under the IHAM administration agreement, IHAM reimburses Ares Operations for all of the actual costs associated with such services, including Ares Operations’ allocable portion of overhead and the cost of its officers and respective staff in performing its obligations under the IHAM administration agreement.
As part of the Allied Acquisition, the Company acquired the management rights for an unconsolidated vehicle, the AGILE Fund I, LLC (“AGILE Fund”). Effective March 30, 2012, the management rights for the AGILE Fund were transferred for de minimis, non-monetary consideration to an unrelated third party. The Company’s investment in AGILE Fund was $201 at fair value, including unrealized depreciation of $90 as of June 30, 2012.
13. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the six months ended June 30, 2012 and 2011:
Per Share Data:
Net asset value, beginning of period(1)
14.92
Issuance of common stock
Issuances of Convertible Notes
0.02
0.27
Net investment income for period(2)
0.75
0.45
Net realized and unrealized gains for period(2)
0.14
0.34
Net increase in stockholders’ equity
0.91
1.06
Total distributions to stockholders
(0.74
(0.70
Net asset value at end of period(1)
15.28
Per share market value at end of period
15.96
16.07
Total return based on market value(3)
8.09
1.76
Total return based on net asset value(4)
5.83
5.26
Shares outstanding at end of period
Ratio/Supplemental Data:
Net assets at end of period
3,134,281
Ratio of operating expenses to average net assets(5)(6)
10.32
11.76
Ratio of net investment income to average net assets(5)(7)
9.73
5.84
Portfolio turnover rate(5)
The net assets used equals the total stockholders’ equity on the consolidated balance sheets.
Weighted average basic per share data.
For the six months ended June 30, 2012, the total return based on market value equals the increase of the ending market value at June 30, 2012 of $15.96 per share over the ending market value at December 31, 2011 of $15.45 per share plus the declared dividends of $0.74 per share for the six months ended June 30, 2012, divided by the market value at December 31, 2011. For the six months ended June 30, 2011, the total return based on market value equals the decrease of the ending market value at June 30, 2011 of $16.07 per share from the ending market value at December 31, 2010 of $16.48 per share, plus the declared dividends of $0.70 per share for the six months ended June 30, 2011, divided by the market value at December 31, 2010. Total return based on market value is not annualized. The Company’s shares fluctuate in value. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results.
For the six months ended June 30, 2012, the total return based on net asset value equals the change in net asset value during the period plus the declared dividends of $0.74 per share for the six months ended June 30, 2012, divided by the beginning net asset value. For the six months ended June 30, 2011, the total return based on net asset value equals the change in net asset value during the period plus the declared dividends of $0.70 per share for the six months ended June 30, 2011 divided by the beginning net asset value. These calculations are adjusted for shares issued in connection with the dividend reinvestment plan and the issuance of common stock in connection with any equity offerings. Total return based on net asset value is not annualized. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results.
The ratios reflect an annualized amount.
For the six months ended June 30, 2012, the ratio of operating expenses to average net assets consisted of 2.41% of base management fees, 2.90% of incentive fees, 4.00% of the cost of borrowing and 1.01% of other operating expenses. For the six months ended June 30, 2011, the ratio of operating expenses to average net assets consisted of 2.18% of base management fees, 4.63% of incentive fees, 3.75% of the cost of borrowing and 1.02% of other operating expenses. These ratios reflect annualized amounts.
The ratio of net investment income to average net assets excludes income taxes related to realized gains.
14. LITIGATION
The Company is party to certain lawsuits in the normal course of business. In addition, Allied Capital was involved in various legal proceedings which the Company assumed in connection with the Allied Acquisition. Furthermore, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any such legal proceedings cannot at this time be predicted with certainty, the Company does not expect that these legal proceedings will materially affect its business, financial condition or results of operations.
15. SUBSEQUENT EVENTS
The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the Consolidated Financial Statements as of and for the six months ended June 30, 2012, except as disclosed below.
In July 2012, pursuant to the terms of the amended Revolving Funding Facility, the Company and Ares Capital CP received an increase in the commitments under the Revolving Funding Facility of $40,000, bringing the total commitments to $620,000.
In August 2012, the Company declared a third quarter dividend of $0.38 per share and an additional dividend of $0.05 per share. Both dividends are payable on September 28, 2012 to stockholders of record as of September 14, 2012.
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.
The information contained in this section should be read in conjunction with the Selected Financial Data and our financial statements and notes thereto appearing elsewhere in this Quarterly Report. In addition, some of the statements in this report (including in the following discussion) constitute forward- looking statements, which relate to future events or the future performance or financial condition of Ares Capital Corporation (except where the context suggests otherwise, together with our consolidated subsidiaries, the “Company,” “ARCC,” “Ares Capital,” “we,” “us,” or “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:
· our, or our portfolio companies’, future business, operations, operating results or prospects;
· the return or impact of current and future investments;
· the impact of a protracted decline in the liquidity of credit markets on our business;
· the impact of fluctuations in interest rates on our business;
· the impact of changes in laws or regulations (including the interpretation thereof) governing our operations or the operations of our portfolio companies;
· the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
· our ability to recover unrealized losses;
· market conditions and our ability to access alternative debt markets and additional debt and equity capital;
· our contractual arrangements and relationships with third parties;
· Middle East turmoil and the potential for rising energy prices and its impact on the industries in which we invest;
· the general economy and its impact on the industries in which we invest;
· the uncertainty surrounding the strength of the U.S. economic recovery;
· European sovereign debt issues;
· the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;
· our expected financings and investments;
· our ability to successfully integrate any acquisitions;
· the adequacy of our cash resources and working capital;
· the timing, form and amount of any dividend distributions;
· the timing of cash flows, if any, from the operations of our portfolio companies; and
· the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments.
We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2011.
We have based the forward-looking statements included in this Quarterly Report on information available to us on the date of this Quarterly Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.
OVERVIEW
We are a specialty finance company that is a closed-end, non-diversified management investment company incorporated in Maryland. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”).
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first and second lien senior loans and mezzanine debt, which in some cases includes an equity component like warrants.
To a lesser extent, we also make preferred and/or common equity investments, which have generally been non-control equity investments, of less than $20 million (usually in conjunction with a concurrent debt investment). However, we may increase the size or change the nature of these investments. Also, as a result of the acquisition of Allied Capital Corporation (“Allied Capital”) on April 1, 2010 (the “Allied Acquisition”), Allied Capital’s equity investments, which included equity investments larger than those we have historically made and controlled portfolio company equity investments, became part of our portfolio. We intend to continue actively seeking opportunities over time to dispose of certain of the assets that were acquired in the Allied Acquisition, particularly non-yielding equity investments and controlled portfolio company investments, as well as lower or non-yielding debt investments and investments that may not be core to our investment strategy, and generally rotate them into higher-yielding first and second lien senior loans and mezzanine debt investments. However, there can be no assurance that this strategy will be successful.
As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies and certain public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less.
We also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. Specifically, as part of this 30% basket, we may invest in entities that are not considered “eligible portfolio companies” (as defined in the Investment Company Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the Investment Company Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the Investment Company Act.
We are externally managed by Ares Capital Management LLC (“Ares Capital Management”), a wholly owned subsidiary of Ares Management LLC (“Ares”), a global alternative asset manager and an SEC-registered investment adviser, pursuant to an investment advisory and management agreement. Ares Operations LLC (“Ares Operations”), a wholly owned subsidiary of Ares Management, provides the administrative services necessary for us to operate.
We have elected to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Code, for each year. Pursuant to
66
this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.
PORTFOLIO AND INVESTMENT ACTIVITY
The Company’s investment activity for the three months ended June 30, 2012 and 2011 is presented below (information presented herein is at amortized cost unless otherwise indicated).
(dollar amounts in millions)
New investment commitments (1):
New portfolio companies
223.7
645.8
Existing portfolio companies(2)
503.9
243.7
Total new investment commitments
727.6
889.5
Less:
Investment commitments exited
473.3
375.8
Net investment commitments
254.3
513.7
Principal amount of investments funded:
648.9
636.5
Subordinated Certificates of the Senior Secured Loan Fund LLC (the “SSLP”) (3)
17.2
60.3
36.1
30.3
17.4
703.8
744.5
Principal amount of investments sold or repaid:
218.7
223.3
17.9
130.2
80.0
17.0
23.4
57.1
43.5
0.2
14.9
456.1
385.1
Number of new investment commitments (4)
Average new investment commitment amount
36.4
49.4
Weighted average term for new investment commitments (in months)
Percentage of new investment commitments at floating rates
81
93
Percentage of new investment commitments at fixed rates
Weighted average yield of debt and other income producing securities (5):
Funded during the period at fair value(6)
9.3
9.8
Funded during the period at amortized cost
Exited or repaid during the period at fair value(6)
11.1
13.0
Exited or repaid during the period at amortized cost
13.2
(1) New investment commitments include new agreements to fund revolving credit facilities or delayed draw loans.
(2) Includes investment commitments to the SSLP to make co-investments with General Electric Capital Corporation and GE Global Sponsor Finance LLC (together “GE”) in first lien senior secured loans of middle market companies of $17.2 million and $60.3 million for the three months ended June 30, 2012 and 2011, respectively.
(3) See Note 4 to our consolidated financial statements for the three and six months ended June 30, 2012 for more detail on the SSLP.
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(4) Number of new investment commitments represents each commitment to a particular portfolio company.
(5) “Weighted average yield at fair value” is computed as the (a) annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount earned on accruing debt and other income producing securities, divided by (b) total debt and other income producing securities at fair value. “Weighted average yield at amortized cost” is computed as the (a) annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount earned on accruing debt and other income producing securities, divided by (b) total debt and other income producing securities at amortized cost.
(6) Represents fair value for investments in the portfolio as of the most recent prior quarter end, if applicable.
(in millions)
3,155.6
3,123.7
2,691.0
2,671.1
Subordinated Certificates of the SSLP(1)
1,099.5
1,125.8
1,034.3
1,059.2
486.2
457.9
592.6
515.0
40.5
40.2
55.5
54.0
233.3
246.6
251.2
251.1
403.7
494.8
463.9
527.0
19.4
15.8
20.2
17.1
5,438.2
5,504.8
5,108.7
5,094.5
(1) The proceeds from these certificates were applied to co-investments with GE to fund first lien senior secured loans to 34 and 32 different borrowers as of June 30, 2012 and December 31, 2011, respectively.
The weighted average yields at fair value and amortized cost of the following portions of our portfolio as of June 30, 2012 and December 31, 2011 were as follows:
Debt and other income producing securities
11.7
11.6
12.1
12.0
Total portfolio
10.4
10.3
9.9
10.0
10.5
First lien senior term debt
9.1
9.6
9.7
Second lien senior term debt
11.4
12.4
Subordinated Certificates of the SSLP (1)
16.0
15.6
15.7
12.3
13.1
11.9
8.8
Income producing equity securities (excluding collateralized loan obligations)
(1) The proceeds from these certificates were applied to co-investments with GE to fund first lien senior secured loans.
Ares Capital Management, our investment adviser, employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our investment adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. Under this system, investments with a grade of 4 involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit. Investments graded 3 involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or
acquired investments in new portfolio companies are initially assessed a grade of 3. Investments graded 2 indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due. An investment grade of 1 indicates that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 1, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 1, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit. For investments graded 1 or 2, our investment adviser enhances its level of scrutiny over the monitoring of such portfolio company. Our investment adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of certain of these portfolio investments may be reduced or increased over time.
Set forth below is the grade distribution of our portfolio companies as of June 30, 2012 and December 31, 2011:
Number of
Companies
Grade 1
74.6
5.6
77.1
1.5
Grade 2
211.4
3.8
184.4
3.7
7.8
Grade 3
4,625.3
84.0
75.7
4,265.5
83.7
110
78.0
Grade 4
593.5
10.8
9.0
567.5
144
141
As of each June 30, 2012 and December 31, 2011, the weighted average grade of the investments in our portfolio at fair value was 3.0.
As of June 30, 2012, 2.3% and 0.7% of the total investments at amortized cost and at fair value, respectively, were on non-accrual status. As of December 31, 2011, 3.3% and 0.9% of the total investments at amortized cost and at fair value, respectively, were on non-accrual status.
RESULTS OF OPERATIONS
For the three and six months ended June 30, 2012 and 2011
Operating results for the three and six months ended June 30, 2012 and 2011 were as follows:
177.6
144.3
345.3
280.0
86.8
98.6
174.8
184.5
Net investment income before income taxes
90.8
45.7
170.5
95.5
2.9
3.9
Net investment income
87.9
43.8
164.9
91.6
Net realized gains (losses) from investments
(38.9
(6.4
(46.5
56.2
Net unrealized gains from investments
44.6
80.8
32.2
Realized loss on extinguishment of debt
(2.7
(10.5
(19.3
90.9
36.9
196.5
160.7
Net income can vary substantially from period to period due to various factors, including the level of new investment commitments, the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, quarterly comparisons of net income may not be meaningful.
Investment Income
138.0
111.3
270.9
221.8
21.3
20.1
38.9
31.1
8.9
18.2
15.5
4.6
9.4
8.1
4.9
7.9
3.5
The increase in interest income for the three months ended June 30, 2012 was primarily due to the increase in the size of the portfolio, which increased from an average of $4.4 billion at amortized cost for the three months ended June 30, 2011 to an average of $5.3 billion at amortized cost for the comparable period in 2012. Even though new investment commitments decreased from $890 million for the three months ended June 30, 2011 to $728 million for the comparable period in 2012, capital structuring service fees increased for the three months ended June 30, 2012 as compared to 2011 primarily due to the increase in the average capital structuring service fees received on new investments, which increased from 2.3% in 2011 to 2.9% in 2012. The increase in dividend income for the three months ended June 30, 2012 was primarily attributable to dividend income of $3.1 million earned from a preferred equity investment that was made in August 2011, offset by a decrease in non-recurring dividends. The increase in other income for the three months ended June 30, 2012 was primarily attributable to higher amendment and letter of credit fees.
The increase in interest income for the six months ended June 30, 2012 was primarily due to the increase in the size of the portfolio which increased from an average of $4.3 billion at amortized cost for the six months ended June 30, 2011 to an average of $5.2 billion at amortized cost for the comparable period in 2012. Even though new investment commitments decreased from $1.4 billion for the six months ended June 30, 2011 to $1.1 billion for the comparable period in 2012, capital structuring service fees increased for the six months ended June 30, 2012 as compared to 2011 primarily due to the increase in the average capital structuring service fees received on new investments which increased from 2.2% in 2011 to 3.5% in 2012. The increase in management and other fees for the six months ended June 30, 2012 was primarily due to the management and sourcing fees earned from the SSLP, which increased from $5.2 million for the six months ended June 30, 2011 to $7.7 million for the comparable period in 2012 as the aggregate principal amount of investments made through the SSLP increased from approximately $3.3 billion at June 30, 2011 to approximately $5.4 billion at June 30, 2012. The increase in dividend income for the six months ended June 30, 2012 was primarily attributable to dividend income of $6.3 million earned from a preferred equity investment that was made in August 2011, offset by a decrease in non-recurring dividends. The increase in other income for the six months ended June 30, 2012 was primarily attributable to higher amendment and letter of credit fees.
Operating Expenses
35.0
28.6
67.8
58.8
Incentive fees related to pre-incentive fee net investment income
22.1
42.8
32.9
Incentive fees related to capital gains per GAAP
0.6
24.6
39.8
20.8
40.8
34.1
5.5
7.2
8.2
2.6
5.8
Total operating expenses
Interest and credit facility fees for the three and six months ended June 30, 2012 and 2011, were comprised of the following:
27.8
20.4
53.2
42.1
1.2
4.3
Amortization of debt issuance cost
3.4
Accretion of discount related to the Allied Unsecured Notes
0.1
Accretion of original issuance discount on the Convertible Notes
2.7
2.4
5.3
Total interest and credit facility fees
Stated interest expense for the three months ended June 30, 2012 increased from the comparable period in 2011 due to the increase in our average principal amount of debt outstanding, partially offset by a decrease in our weighted average stated interest rate of our debt. For the three months ended June 30, 2012, our average principal amount of debt outstanding was $2.2 billion as compared to $1.5 billion for the comparable period in 2011, and the weighted average stated interest rate on our debt was 5.0% for the three months ended June 30, 2012 as compared to 5.5% for the comparable period in 2011.
Stated interest expense for the six months ended June 30, 2012 increased from the comparable period in 2011 due to the increase in the average principal amount of debt outstanding, partially offset by a decrease in our weighted average stated interest rate of our debt. For the six months ended June 30, 2012, our average principal debt outstanding was $2.1 billion as compared to $1.5 billion for the comparable period in 2011, and the weighted average stated interest rate on our debt was 5.1% for the six months ended June 30, 2012 as compared to 5.6% for the comparable period in 2011.
The increase in base management fees and incentive fees related to pre-incentive fee net investment income for the three and six months ended June 30, 2012 from the comparable periods in 2011 was primarily due to the increase in the size of the portfolio and in the case of incentive fees, the related increase in pre-incentive fee net investment income.
For the three and six months ended June 30, 2012, the capital gains incentive fee expense was $0.6 million and $6.3 million, respectively, bringing the total capital gains incentive fee accrual calculated in accordance with United States generally accepted accounting principles (“GAAP”) to $55.3 million (included in management and incentive fees payable in the consolidated balance sheet) as of June 30, 2012. For the three and six months ended June 30, 2011, the capital gains incentive fee expense calculated in accordance with GAAP was $24.6 million and $39.8 million, respectively. As a result of an amendment to the capital gains portion of the incentive fee under the investment advisory and management agreement that was adopted June 6, 2011, for the three and six months ended June 30, 2011 we accrued $26 million of capital gains incentive fees in respect of the assets purchased in the Allied Acquisition. The accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the three and six months ended June 30, 2012 and 2011, we did not incur a capital gains fee under the investment advisory and management agreement and there are no amounts currently due under the agreement. See Note 3 to the Company’s consolidated financial statements for the three and six months ended June 30, 2012 for more information on the incentive and base management fees.
Professional fees include legal, accounting, valuation and other professional fees incurred related to the management of the Company. Administrative fees represent fees paid to Ares Operations for our allocable portion of overhead and other expenses incurred by Ares Operations in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers and their respective staffs. Other general and administrative expenses include rent, insurance, depreciation, director’s fees and other costs.
Income Tax Expense, Including Excise Tax
The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. In order to maintain its RIC status, the Company, among other things, has made and intends to continue to make the requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company accrues excise tax on estimated excess taxable income. For the three and six months ended June 30, 2012, a net expense of $2.0 million and $4.0 million was recorded for U.S. federal excise tax, respectively. For the three and six months ended June 30, 2011, a net expense of $1.0 million and $1.7 million was recorded for U.S. federal excise tax, respectively.
Certain of our consolidated subsidiaries are subject to U.S. federal and state income taxes. For the three and six months ended June 30, 2012, we recorded a tax expense of approximately $0.9 million and $1.6 million, respectively, for these subsidiaries. For the three and six months ended June 30, 2011, we recorded a tax expense of approximately $0.9 million and $2.2 million, respectively, for these subsidiaries.
Net Realized Gains/Losses
During the three months ended June 30, 2012, the Company had $416.8 million of sales, repayments or exits of investments resulting in $38.9 million of net realized losses. These sales, repayments or exits included $30.0 million of investments sold to Ivy Hill Asset Management, L.P. (“IHAM”), a wholly owned portfolio company of the Company, and certain vehicles managed by IHAM. A net realized loss of $0.8 million was recorded on these transactions. See Note 12 to the Company’s consolidated financial statements for the three and six months ended June 30, 2012 for more detail on IHAM and its managed vehicles. Net realized losses of $38.9 million on investments were comprised of $26.3 million of gross realized gains and $65.2 million of gross realized losses. The realized gains and losses on investments during the three months ended June 30, 2012 consisted of the following:
Portfolio Company
Gains (Losses)
BenefitMall Holdings Inc.
12.9
Crescent Hotels & Resorts, LLC
(5.5
(11.1
Prommis Solutions, LLC
(46.8
Other, net
2.1
During the three months ended June 30, 2011, the Company had $380.0 million of sales, repayments or exits of investments resulting in $6.4 million of net realized losses. These sales, repayments or exits included $38.7 million of investments sold to certain vehicles managed by IHAM. A net realized gain of $1.6 million was recorded on these transactions. See Note 12 to the Company’s consolidated financial statements for the three and six months ended June 30, 2012 for more detail on IHAM and its managed vehicles. Net realized losses on investments were comprised of $22.1 million of gross realized gains and $28.5 million of gross realized losses. The realized gains and losses on investments during the three months ended June 30, 2011 consisted of the following:
5.2
BB&T Capital Partners/Windsor Mezzanine Fund
4.2
Network Hardware Resale, Inc.
Univita Health Inc.
Van Ness Hotel, Inc.
(2.3
Carador PLC
(3.0
Trivergance Capital Partners, LP
(3.8
(7.6
Summit Business Media, LLC
(10.1
6.1
During the six months ended June 30, 2012, the Company had $727.9 million of sales, repayments or exits of investments resulting in $46.6 million of net realized losses. These sales, repayments or exits included $36.1 million of investments sold to IHAM
and certain vehicles managed by IHAM. A net realized loss of $0.8 million was recorded on these transactions. See Note 12 to the Company’s consolidated financial statements for the three and six months ended June 30, 2012 for more detail on IHAM and its managed vehicles. Net realized losses on investments were comprised of $26.6 million of gross realized gains and $73.2 million of gross realized losses. The realized gains and losses on investments during the six months ended June 30, 2012 consisted of the following:
LVCG Holdings LLC
(6.6
1.0
(46.6
During the six months ended June 30, 2011, the Company had $1,002.7 million of sales, repayments or exits of investments resulting in $56.2 million of net realized gains. These sales, repayments or exits included $80.5 million of investments sold to certain vehicles managed by IHAM. A net realized gain of $0.8 million was recorded on these transactions. See Note 12 to the Company’s consolidated financial statements for the three and six months ended June 30, 2012 for more detail on IHAM and its managed vehicles. Net realized gains on investments were comprised of $130.4 million of gross realized gains and $74.2 million of gross realized losses. The realized gains and losses on investments during the six months ended June 30, 2011 consisted of the following:
Callidus Debt Partners CLO Fund VI, Ltd.
23.9
Dryden XVIII Leveraged Loan 2007 Limited
19.3
Callidus MAPS CLO Fund I LLC
Callidus Debt Partners CLO Fund VII, Ltd.
Callidus MAPS CLO Fund II Ltd.
Callidus Debt Partners CLO Fund IV, Ltd.
8.0
Callidus Debt Partners CLO Fund V, Ltd.
5.7
Callidus Debt Partners CLO Fund III, Ltd.
4.4
United Consumers Club, Inc.
Network Hardware Resale LLC
Pangaea CLO 2007-1 Ltd.
(7.9
MPBP Holdings, Inc.
(27.7
11.0
During the three and six months ended June 30, 2012, in connection with the repayment in full of the $60 million aggregate principal amount of the Company’s asset-backed notes (the “CLO Notes”) issued under its 2006 debt securitization (the “Debt Securitization”) ahead of their scheduled maturities, $2.7 million of unamortized debt issuance costs were expensed and recorded as a realized loss on the extinguishment of debt. During the three months ended June 30, 2011, in connection with the redemption of all of
the Company’s outstanding 6.000% notes due on April 1, 2012 (the “2012 Notes”), the Company recognized a realized loss on the extinguishment of debt of $10.5 million. During the six months ended June 30, 2011, in connection with the redemption of all of the Company’s outstanding 2012 Notes and 6.625% notes due on July 15, 2011, the Company recognized a realized loss on the extinguishment of debt of $19.3 million.
Net Unrealized Gains/Losses
We value our portfolio investments quarterly and the changes in value are recorded as unrealized gains or losses. Net unrealized gains and losses for the Company’s portfolio were comprised of the following:
Unrealized appreciation
82.5
100.8
151.7
Unrealized depreciation
(51.5
(84.8
(76.0
(134.8
Net unrealized (appreciation) depreciation reversed related to net realized gains or losses(1)
47.1
56.0
15.3
Total net unrealized gains from investments
The net unrealized (appreciation) depreciation reversed related to net realized gains or losses represents the unrealized appreciation or depreciation recorded on the related asset at the end of the prior period.
The changes in unrealized appreciation and depreciation during the three months ended June 30, 2012 consisted of the following:
Appreciation
(Depreciation)
Stag-Parkway, Inc
ADF Restaurant Group, LLC
Savers, Inc.
3.1
Universal Lubricants, LLC
(2.1
Hcp Acquisition Inc
(2.2
CT Technologies Holdings LLC
(4.6
MVL Group, Inc
(5.2
(7.0
(7.1
American Broadband Communications, LLC
(8.6
(2.5
The changes in unrealized appreciation and depreciation during the three months ended June 30, 2011 consisted of the
following:
Refexite Corporation
34.3
3.0
Growing Family, Inc.
CT Tech (Healthport)
(4.7
(4.9
(8.9
(13.9
(14.0
(14.8
74
The changes in unrealized appreciation and depreciation during the six months ended June 30, 2012 consisted of the
8.7
7.3
Campus Management Corp.
R3 Education, Inc.
(2.4
(3.1
Matrixx Initiatives, Inc.
(3.5
RE Community Holdings II, Inc.
(4.2
(4.5
(5.6
(10.4
(13.4
25.5
24.8
The changes in unrealized appreciation and depreciation during the six months ended June 30, 2011 consisted of the following:
31.8
4.7
Allbridge Financial, LLC
Vistar Corporation
Passport Health Communications, Inc.
(2.6
Callidus Capital Management, LLC
Senior Secured Loan Fund LLC
(5.3
(5.9
CitiPostal Inc.
(8.1
(16.6
(17.5
(22.9
(23.5
24.4
16.9
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company’s liquidity and capital resources have been generated primarily from the net proceeds of public offerings of common stock, advances from the Revolving Credit Facility, the Revolving Funding Facility and the SMBC Funding Facility (each as defined below and together, the “Facilities”), net proceeds from the issuance of unsecured notes as well as cash flows from operations.
As of June 30, 2012, the Company had $101.3 million in cash and cash equivalents and $2.2 billion in total debt outstanding at carrying value ($2.3 billion at principal amount). Subject to leverage and borrowing base restrictions, the Company had approximately $884 million available for additional borrowings under the Facilities as of June 30, 2012.
We may from time to time seek to retire or repurchase our common stock through cash purchases, as well as retire, cancel or purchase our outstanding debt through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. The amounts involved may be material.
Equity Issuances
The following table summarizes the total shares issued and proceeds we received in underwritten public offerings of our common stock net of underwriting and offering costs for the six months ended June 30, 2012:
(in millions, except per share data)
16.4
252.4
76
The shares were sold to the underwriters for a price of $15.41 per share, which the underwriters were then permitted to sell at variable prices to the public.
As of June 30, 2012, total market capitalization for the Company was $3.5 billion compared to $3.2 billion as of December 31, 2011.
Debt Capital Activities
Our debt obligations consisted of the following as of June 30, 2012 and December 31, 2011:
900.0
295.0
810.0
395.0
580.0
348.0
500.0
463.0
200.0
107.0
77.5
575.0
544.7
541.2
230.0
217.3
215.9
162.5
157.9
143.8
181.1
181.0
3,221.3
2,291.3
2,194.8
2,622.5
2,170.5
2,073.6
(2) Provides for a feature that allows the Company, under certain circumstances, to increase the size of the Revolving Credit Facility to a maximum of $1,350.0 million and $1,050.0 million as of June 30, 2012 and December 31, 2011, respectively.
(3) Provides for a feature that allows the Company and Ares Capital CP, under certain circumstances, to increase the size of the Revolving Funding Facility to a maximum of $865.0 million as of June 30, 2012.
(4) Represents the aggregate principal amount outstanding of the Convertible Notes less the unaccreted discount initially recorded upon issuance of the Convertible Notes. The total unaccreted discount for the February 2016 Convertible Notes, the June 2016 Convertible Notes and the 2017 Convertible Notes was $30.2 million, $12.7 million and $4.6 million, respectively, at June 30, 2012.
(5) Represents the aggregate principal amount outstanding less the unaccreted purchased discount. The total unaccreted purchased discount on the 2047 Notes was $48.9 million and $49.0 million as of June 30, 2012 and December 31, 2011, respectively.
The weighted average stated interest rate and weighted average maturity, both on aggregate principal amount, of all our debt outstanding as of June 30, 2012 were 5.0% and 9.8 years, respectively and as of December 31, 2011 were 4.8% and 9.3 years, respectively.
77
The ratio of total principal amount of debt outstanding to stockholders’ equity as of June 30, 2012 was 0.66:1.00 compared to 0.69:1.00 as of December 31, 2011. The ratio of total carrying value of debt outstanding to stockholders’ equity as of June 30, 2012 was 0.64:1.00 compared to 0.66:1.00 as of December 31, 2011.
In accordance with the Investment Company Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the Investment Company Act, is at least 200% after such borrowing. As of June 30, 2012, our asset coverage for borrowed amounts was 257%.
In December 2005, we entered into a senior secured revolving credit facility (as amended and restated, the “Revolving Credit Facility”), which as of June 30, 2012, allows us to borrow up to $900 million. On May 4, 2012, we amended and restated the Revolving Credit Facility to, among other things, increase the size of the facility from $810 million to $900 million, extend the expiration of the revolving period from January 22, 2013 to May 4, 2015 and extend the stated maturity date from January 22, 2013 to May 4, 2016. The Revolving Credit Facility also provides for a feature that allows us, under certain circumstances, to increase the size of the facility to a maximum of $1.35 billion. Subject to certain exceptions, as of June 30, 2012, the interest rate charged on the Revolving Credit Facility is based on LIBOR plus an applicable spread of 2.25% or a “base rate” (as defined in the agreements governing the Revolving Credit Facility) plus an applicable spread of 1.25%. Additionally, we are required to pay a commitment fee of 0.375% per annum on any unused portion of the Revolving Credit Facility. As of June 30, 2012, the principal amount outstanding under the Revolving Credit Facility was $295.0 million and the amount available for borrowing (net standby letters of credit issued) was $559.2 million. As of June 30, 2012, we were in compliance in all material respects with the terms of the Revolving Credit Facility.
In October 2004, we established through our consolidated subsidiary, Ares Capital CP Funding LLC (“Ares Capital CP”), a revolving funding facility (as amended, the “Revolving Funding Facility”) which as of June 30, 2012 provides for up to $580 million of borrowings by Ares Capital CP. The Revolving Funding Facility is secured by all of the assets held by, and the membership interest in, Ares Capital CP. On June 7, 2012, we and Ares Capital CP amended the Revolving Funding Facility to, among other things, increase the size of the Revolving Funding Facility from $500 million to $580 million, add a feature that allows, under certain circumstances, for an increase in the size of the facility to a maximum of $865 million, extend the reinvestment period from January 18, 2015 to April 18, 2015, and extend the stated maturity date from January 18, 2017 to April 18, 2017. Subject to certain exceptions, as of June 30, 2012, the interest rate charged on the Revolving Funding Facility is one month LIBOR plus an applicable spread of 2.50% and an applicable spread over a “base rate” (as defined in the agreements governing the Revolving Funding Facility) of 1.50%. Additionally, we are required to pay a commitment fee of between 0.50% and 1.75% depending on the size of the unused portion of the Revolving Funding Facility. As of June 30, 2012, the principal amount outstanding under the Revolving Funding Facility was $348.0 million and we and Ares Capital CP were in compliance in all material respects with the terms of the Revolving Funding Facility. See the Recent Developments as well as Note 15 to our consolidated financial statements for the three and six months ended June 30, 2012 for more information regarding the Revolving Funding Facility.
In January 2012, we established through our consolidated subsidiary, Ares Capital JB Funding LLC, (“ACJB”), a revolving funding facility (the “SMBC Funding Facility”), which currently provides for up to $200 million of borrowings by ACJB. The SMBC Funding Facility is secured by all of the assets held by ACJB. The SMBC Funding Facility has a reinvestment period ending January 20, 2015 and a stated maturity date of January 20, 2020, both of which are subject to two one-year extensions by mutual agreement. As of June 30, 2012, the interest rate charged on the SMBC Funding Facility is based on one month LIBOR plus an applicable spread of 2.125% or a “base rate” (as defined in the agreements governing the SMBC Funding Facility) plus an applicable spread of 1.125%. Beginning on July 20, 2012, we are required to pay a commitment fee of 0.50% depending on the size of the unused portion of the SMBC Funding Facility. As of June 30, 2012, the principal amount outstanding under the SMBC Funding Facility was $107.0 million and we and ACJB were in compliance in all material respects with the terms of the SMBC Funding Facility.
In July 2006, through ARCC Commercial Loan Trust 2006, a vehicle serviced by our consolidated subsidiary ARCC CLO 2006 LLC, we completed a $400 million Debt Securitization and issued approximately $314 million aggregate principal amount of the CLO Notes that were secured by a pool of middle-market loans that were purchased or originated by us. We initially retained approximately $86 million of aggregate principal amount of certain “BBB” and non-rated securities in the Debt Securitization. In June
78
2012, the Company repaid in full the $60.0 million aggregate principal amount outstanding of the CLO Notes, and terminated or discharged the agreements governing the Debt Securitization.
In January 2011, we issued $575 million aggregate principal amount of unsecured convertible senior notes that mature on February 1, 2016 (the “February 2016 Convertible Notes”), unless previously converted or repurchased in accordance with their terms. In March 2011, we issued $230 million aggregate principal amount of unsecured convertible senior notes that mature on June 1, 2016 (the “June 2016 Convertible Notes”), unless previously converted or repurchased in accordance with their terms. In March 2012, we issued $162.5 million aggregate principal amount of unsecured convertible senior notes that mature on March 15, 2017 (the “2017 Convertible Notes” and together with the February 2016 Convertible Notes and the June 2016 Convertible Notes, the “Convertible Notes”), unless previously converted or repurchased in accordance with their terms. We do not have the right to redeem the Convertible Notes prior to maturity. The February 2016 Convertible Notes, the June 2016 Convertible Notes and the 2017 Convertible Notes bear interest at a rate of 5.75%, 5.125% and 4.875%, respectively, per year, payable semi-annually.
In certain circumstances, the Convertible Notes will be convertible into cash, shares of Ares Capital’s common stock or a combination of cash and shares of our common stock, at our election, at their respective initial conversion rates (listed below) subject to customary anti-dilution adjustments and the requirements of their respective indentures (the “Convertible Notes Indentures”). Prior to the close of business on the business day immediately preceding their respective conversion date (listed below), holders may convert their Convertible Notes only under certain circumstances set forth in the respective Convertible Notes Indenture. On or after their respective conversion dates until the close of business on the scheduled trading day immediately preceding their respective maturity date, holders may convert their Convertible Notes at any time. In addition, if we engage in certain corporate events as described in their respective Convertible Notes Indenture, holders of the Convertible Notes may require us to repurchase for cash all or part of the Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.
The Convertible Notes are our senior unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to our existing and future unsecured indebtedness that is not expressly subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities. As of June 30, 2012, we were in compliance in all material respects with the terms of the Convertible Notes Indentures.
On February 2, 2012, we issued $143.8 million in aggregate principal amount of senior unsecured notes which bear interest at a rate of 7.00% and mature on February 15, 2022 (the “2022 Notes”). The 2022 Notes 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 at our option on or after February 15, 2015, at a par redemption price of $25 per security plus accrued and unpaid interest.
79
On October 21, 2010, we issued $200 million in aggregate principal amount of senior unsecured notes which bear interest at a rate of 7.75% and mature on October 15, 2040 (the “2040 Notes”). The 2040 Notes 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 at our option on or after October 15, 2015, at a par redemption price of $25 per security plus accrued and unpaid interest.
As of June 30, 2012, there was $230 million aggregate principal amount outstanding of the 2047 Notes which bear interest at a rate of 6.875% and mature on April 15, 2047. The 2047 Notes 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 at our option, at a par redemption price of $25 per security plus accrued and unpaid interest and upon the occurrence of certain tax events as stipulated in the indenture governing the 2047 Notes.
As of June 30, 2012 we were in compliance in all material respects with the terms of the 2022 Notes, the 2040 Notes and the 2047 Notes.
See Note 5 to our consolidated financial statements for the three and six months ended June 30, 2012 for more detail on the Company’s debt obligations.
OFF BALANCE SHEET ARRANGEMENTS
The Company has various commitments to fund investments in its portfolio, as described below.
576.9
565.6
(123.5
(125.0
453.4
440.6
(6.3
(64.8
(20.5
426.6
370.3
Included within the total revolving and delayed draw commitments as of June 30, 2012 were commitments to issue up to $65.5 million in standby letters of credit through a financial intermediary on behalf of certain portfolio companies. Under these arrangements, if the standby letters of credit were to be issued, 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 June 30, 2012, the Company had $42.4 million in standby letters of credit issued and outstanding under these commitments on behalf of the portfolio companies, of which no amounts were recorded as a liability on our balance sheet as such letters of credit are considered in the valuation of the investments in the portfolio company. Of these letters of credit, $40.6 million expire in 2012 and $1.8 million expire in 2013.
149.1
132.0
(79.5
(67.4
69.6
64.6
(53.5
16.1
80
In addition, as of June 30, 2012 and December 31, 2011, the Company had outstanding guarantees or similar obligations on behalf of certain portfolio companies totaling $0.8 million.
As of June 30, 2012, one of the Company’s portfolio companies, Ciena Capital LLC (“Ciena”), had one non-recourse securitization Small Business Administration (“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. Allied Capital had previously issued a performance guaranty (which Ares Capital succeeded to as a result of the Allied Acquisition) whereby Ares Capital must 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. As of June 30, 2012, there were no known issues or claims with respect to this performance guaranty.
RECENT DEVELOPMENTS
In July 2012, pursuant to the terms of the amended Revolving Funding Facility, we and Ares Capital CP received an increase in the commitments under the Revolving Funding Facility of $40 million, bringing the total commitments to $620 million.
In August 2012, we declared a third quarter dividend of $0.38 per share and an additional dividend of $0.05 per share. Both dividends are payable on September 28, 2012 to stockholders of record as of September 14, 2012.
From July 1, 2012 through August 3, 2012, we had made new investment commitments of $299 million, of which $281 million were funded. Of these new commitments, 70% were in first lien senior secured debt, 17% were investments in subordinated certificates of the SSLP which were applied to co-investments with GE in first lien senior secured loans, 10% were in second lien senior secured debt and 3% were in other equity securities. Of the $299 million of new investment commitments, 97% were floating rate and 3% were non-interest bearing. The weighted average yield of debt and other income producing securities funded during the period at amortized cost was 10.4%. We may seek to syndicate a portion of these new investment commitments to third parties, although there can be no assurance that we will be able to do so.
From July 1, 2012 through August 3, 2012, we exited $144 million of investment commitments. Of these investment commitments, 58% were first lien senior secured debt, 39% were senior subordinated debt and 3% were other equity securities. Of the $144 million of exited investment commitments, 56% were floating rate investments, 39% were fixed rate investments, 3% were non-interest bearing and 2% were investments on non-accrual status. The weighted average yield of debt and other income producing securities exited or repaid during the period at amortized cost was 11.5%. On the $144 million of investment commitments exited from July 1, 2012 through August 3, 2012, we recognized total net realized gains of approximately $23 million.
In addition, as of August 3, 2012, we had an investment backlog and pipeline of approximately $430 million and $570 million, respectively. Investment backlog includes transactions for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore we believe are likely to close. Investment pipeline includes transactions where due diligence and analysis are in process, but no formal mandate, letter of intent or signed commitment have been issued. The consummation of any of the investments in this backlog and pipeline depends upon, among other things, one or more of the following: satisfactory completion of our due diligence investigation of the prospective portfolio company, our acceptance of the terms and structure of such investment and the execution and delivery of satisfactory transaction documentation. In addition, we may syndicate a portion of these investments to third parties. We cannot assure you that we will make any of these investments or that we will syndicate any portion of these investments.
CRITICAL ACCOUNTING POLICIES
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with GAAP, and include the accounts of the Company and its consolidated subsidiaries. The consolidated financial statements reflect
all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition as of and for the periods presented. All significant intercompany balances and transactions have been eliminated.
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized. Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, we look at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available (i.e., substantially all of our investments) are valued at fair value as determined in good faith by our board of directors, based on, among other things, the input of our investment adviser, audit committee and independent third-party valuation firms that have been engaged at the direction of our board of directors to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing 12 month period (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process. The valuation process is conducted at the end of each fiscal quarter, and a minimum of 50% of our portfolio at fair value is subject to review by an independent valuation firm each quarter. In addition, our independent accountants review our valuation process as part of their overall integrated audit.
· Our board of directors discusses valuations and ultimately determines the fair value of each investment in our portfolio without a readily available market quotation in good faith based on, among other things, the input of our investment adviser, audit committee and, where applicable, independent third- party valuation firms.
The Company has loans in its portfolio that contain PIK provisions. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends even though the Company has not yet collected the cash.
Results of operations based on changes in foreign exchange rates are separately disclosed in the statement of operations. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuation and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
The Company does not utilize hedge accounting and marks its derivatives, if applicable at such time, to market through unrealized gains (losses) in the accompanying statement of operations.
Certain of our consolidated subsidiaries are subject to U.S. federal and state income taxes.
84
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of June 30, 2012, approximately 17% of the investments at fair value in our portfolio were at fixed rates, approximately 72% were at variable rates, 10% were non-interest earning and 1% were on non-accrual status. Additionally, for the variable rate investments, 68% of these investments contained interest rate floors (representing 49% of total investments at fair value). The Revolving Credit Facility, the Revolving Funding Facility and the SMBC Funding Facility all bear interest at variable rates with no interest rate floors, while the 2022 Notes, 2040 Notes, 2047 Notes and the Convertible Notes bear interest at fixed rates.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.
While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments. In addition, there can be no assurance that we will be able to effectively hedge our interest rate risk.
Based on our June 30, 2012 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
Net
Basis Point Change
Expense
Up 300 basis points
67.7
22.5
45.2
Up 200 basis points
29.1
Up 100 basis points
7.5
(15.6
Down 100 basis points
(1.9
Down 200 basis points
5.9
Down 300 basis points
Based on our December 31, 2011 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
65.7
28.1
37.6
32.5
18.7
0.5
6.9
6.5
Item 4. Controls and Procedures.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934). Based on that evaluation, our President and our Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.
There have been no changes in our internal control over financial reporting during the three months ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
We are party to certain lawsuits in the normal course of business. In addition, Allied Capital was involved in various legal proceedings which the Company assumed in connection with the Allied Acquisition. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any such legal proceedings cannot at this time be predicted with certainty, we do not expect these matters will materially affect our business, financial condition or results of operations.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933.
We did not repurchase any shares of our common stock during the period covered in this report.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures
Item 5. Other Information.
None.
Item 6. Exhibits.
EXHIBIT INDEX
Number
Description
Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May 4, 2012, among Ares Capital Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent(1)
10.2
Amendment No. 5 to Amended and Restated Sale and Servicing Agreement, dated as of June 7, 2012, among Ares Capital CP Funding LLC, as borrower, Ares Capital Corporation, as servicer and transferor, Wells Fargo Bank, National Association (as successor by merger to Wachovia Bank, National Association), as note purchaser, Wells Fargo Securities, LLC, as agent, and U.S. Bank National Association, as collateral custodian, trustee and bank(2)
Amendment No. 1 to Amended and Restated Purchase and Sale Agreement, dated as of June 7, 2012, among Ares Capital Corporation, as seller, and Ares Capital CP Funding Holdings LLC, as purchaser(2)
Amendment No. 1 to Second Tier Purchase and Sale Agreement, dated as of June 7, 2012, among Ares Capital CP Funding Holdings LLC, as seller, and Ares Capital CP Funding LLC, as purchaser(2)
Certification by President pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification by President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
* Filed herewith
(1) Incorporated by reference to Exhibit (k)(13) to the Registrant’s Registration Statement under the Securities Act of 1933, as amended, on Form N-2 (File No. 333-181563), filed on May 21, 2012.
(2) Incorporated by reference to Exhibits 10.1, 10.2 and 10.3, as applicable, to the Registrant’s Form 8-K (File No. 814-00663), filed on June 8, 2012.
SIGNATURES
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 thereunto duly authorized.
Dated: August 7, 2012
By
/s/ MICHAEL J. AROUGHETI
Michael J. Arougheti
President
/s/ PENNI F. ROLL
Penni F. Roll
Chief Financial Officer