e10vq
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
|
|
x |
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act
of 1934 |
For The Quarterly Period
Ended March 31, 2007
|
|
o |
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
Commission File Number:
0-22832
ALLIED CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
Maryland
(State or Jurisdiction of
Incorporation or Organization) |
|
52-1081052
(IRS Employer
Identification No.) |
1919 Pennsylvania Avenue, N.W.
Washington, DC 20006
(Address of Principal Executive Offices)
Registrants telephone number, including area code:
(202) 721-6100
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 periods as 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 is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and
large accelerated filer in
Rule 12b-2 of the
Exchange Act. Large Accelerated
Filer x Accelerated
Filer o
Non-Accelerated
Filer o
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
On May 7, 2007, there were 152,279,012 shares
outstanding of the Registrants common stock, $0.0001 par
value.
ALLIED CAPITAL CORPORATION
FORM 10-Q TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
2 |
|
|
|
|
3 |
|
|
|
|
4 |
|
|
|
|
5 |
|
|
|
|
16 |
|
|
|
|
27 |
|
|
|
|
56 |
|
|
|
60 |
|
|
|
94 |
|
|
|
94 |
|
|
|
|
|
|
|
95 |
|
|
|
96 |
|
|
|
102 |
|
|
|
102 |
|
|
|
103 |
|
|
|
103 |
|
|
|
103 |
|
|
|
107 |
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
(in thousands, except per share amounts) |
|
(unaudited) | |
|
|
ASSETS |
Portfolio at value:
|
|
|
|
|
|
|
|
|
|
Private finance
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned (cost: 2007-$1,836,724;
2006-$1,578,822)
|
|
$ |
1,773,164 |
|
|
$ |
1,490,180 |
|
|
|
Companies 5% to 25% owned (cost: 2007-$438,374; 2006-$438,560)
|
|
|
457,871 |
|
|
|
449,813 |
|
|
|
Companies less than 5% owned (cost: 2007-$2,159,014;
2006-$2,479,981)
|
|
|
2,145,284 |
|
|
|
2,437,908 |
|
|
|
|
|
|
|
|
|
|
|
Total private finance (cost: 2007-$4,434,112; 2006-$4,497,363)
|
|
|
4,376,319 |
|
|
|
4,377,901 |
|
|
Commercial real estate finance (cost: 2007-$103,384;
2006-$103,546)
|
|
|
122,529 |
|
|
|
118,183 |
|
|
|
|
|
|
|
|
|
|
|
Total portfolio at value (cost: 2007-$4,537,496; 2006-$4,600,909)
|
|
|
4,498,848 |
|
|
|
4,496,084 |
|
Investments in money market and other securities
|
|
|
271,170 |
|
|
|
202,210 |
|
Accrued interest and dividends receivable
|
|
|
67,690 |
|
|
|
64,566 |
|
Other assets
|
|
|
148,041 |
|
|
|
122,958 |
|
Cash
|
|
|
327 |
|
|
|
1,687 |
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
4,986,076 |
|
|
$ |
4,887,505 |
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Liabilities:
|
|
|
|
|
|
|
|
|
|
Notes payable and debentures (maturing within one year:
2007-$; 2006-$)
|
|
$ |
1,891,516 |
|
|
$ |
1,691,394 |
|
|
Revolving line of credit
|
|
|
|
|
|
|
207,750 |
|
|
Accounts payable and other liabilities
|
|
|
116,283 |
|
|
|
147,117 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,007,799 |
|
|
|
2,046,261 |
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value, 200,000 shares authorized;
152,124 and 148,575 shares issued and outstanding at
March 31, 2007, and December 31, 2006, respectively
|
|
|
15 |
|
|
|
15 |
|
|
Additional paid-in capital
|
|
|
2,595,936 |
|
|
|
2,493,335 |
|
|
Common stock held in deferred compensation trust
|
|
|
(31,371 |
) |
|
|
(28,335 |
) |
|
Notes receivable from sale of common stock
|
|
|
(2,715 |
) |
|
|
(2,850 |
) |
|
Net unrealized appreciation (depreciation)
|
|
|
(57,164 |
) |
|
|
(123,084 |
) |
|
Undistributed earnings
|
|
|
473,576 |
|
|
|
502,163 |
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
2,978,277 |
|
|
|
2,841,244 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
4,986,076 |
|
|
$ |
4,887,505 |
|
|
|
|
|
|
|
|
Net asset value per common share
|
|
$ |
19.58 |
|
|
$ |
19.12 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
1
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
|
Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in thousands, except per share amounts) |
|
| |
|
| |
|
|
(unaudited) | |
Interest and Related Portfolio Income:
|
|
|
|
|
|
|
|
|
|
Interest and dividends
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
$ |
27,157 |
|
|
$ |
30,146 |
|
|
|
Companies 5% to 25% owned
|
|
|
11,861 |
|
|
|
5,650 |
|
|
|
Companies less than 5% owned
|
|
|
62,965 |
|
|
|
53,085 |
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividends
|
|
|
101,983 |
|
|
|
88,881 |
|
|
|
|
|
|
|
|
|
Fees and other income
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
3,989 |
|
|
|
12,087 |
|
|
|
Companies 5% to 25% owned
|
|
|
28 |
|
|
|
2,716 |
|
|
|
Companies less than 5% owned
|
|
|
1,952 |
|
|
|
7,327 |
|
|
|
|
|
|
|
|
|
|
|
Total fees and other income
|
|
|
5,969 |
|
|
|
22,130 |
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
|
107,952 |
|
|
|
111,011 |
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
30,288 |
|
|
|
24,485 |
|
|
Employee
|
|
|
21,928 |
|
|
|
21,428 |
|
|
Employee stock options
|
|
|
3,661 |
|
|
|
3,606 |
|
|
Administrative
|
|
|
13,224 |
|
|
|
11,334 |
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
69,101 |
|
|
|
60,853 |
|
|
|
|
|
|
|
|
Net investment income before income taxes
|
|
|
38,851 |
|
|
|
50,158 |
|
Income tax expense (benefit), including excise tax
|
|
|
(649 |
) |
|
|
8,858 |
|
|
|
|
|
|
|
|
Net investment income
|
|
|
39,500 |
|
|
|
41,300 |
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains (Losses):
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses)
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
(1,350 |
) |
|
|
433,187 |
|
|
|
Companies 5% to 25% owned
|
|
|
166 |
|
|
|
(343 |
) |
|
|
Companies less than 5% owned
|
|
|
28,850 |
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
Total net realized gains
|
|
|
27,666 |
|
|
|
432,835 |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
65,920 |
|
|
|
(374,548 |
) |
|
|
|
|
|
|
|
|
|
|
Total net gains
|
|
|
93,586 |
|
|
|
58,287 |
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$ |
133,086 |
|
|
$ |
99,587 |
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
$ |
0.89 |
|
|
$ |
0.72 |
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$ |
0.87 |
|
|
$ |
0.70 |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding basic
|
|
|
149,503 |
|
|
|
138,759 |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted
|
|
|
152,827 |
|
|
|
141,738 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
2
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months | |
|
|
Ended March 31, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in thousands, except per share amounts) |
|
| |
|
| |
|
|
(unaudited) | |
Operations:
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
39,500 |
|
|
$ |
41,300 |
|
|
Net realized gains
|
|
|
27,666 |
|
|
|
432,835 |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
65,920 |
|
|
|
(374,548 |
) |
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
133,086 |
|
|
|
99,587 |
|
|
|
|
|
|
|
|
Shareholder distributions:
|
|
|
|
|
|
|
|
|
|
Common stock dividends
|
|
|
(95,753 |
) |
|
|
(82,518 |
) |
|
|
|
|
|
|
|
|
|
Net decrease in net assets resulting from shareholder
distributions
|
|
|
(95,753 |
) |
|
|
(82,518 |
) |
|
|
|
|
|
|
|
Capital share transactions:
|
|
|
|
|
|
|
|
|
|
Sale of common stock
|
|
|
93,784 |
|
|
|
82,970 |
|
|
Issuance of common stock in lieu of cash distributions
|
|
|
4,266 |
|
|
|
3,640 |
|
|
Issuance of common stock upon the exercise of stock options
|
|
|
1,366 |
|
|
|
3,935 |
|
|
Stock option expense
|
|
|
3,661 |
|
|
|
3,606 |
|
|
Net decrease in notes receivable from sale of common stock
|
|
|
135 |
|
|
|
130 |
|
|
Purchase of common stock held in deferred compensation trust
|
|
|
(3,089 |
) |
|
|
(2,121 |
) |
|
Distribution of common stock held in deferred compensation trust
|
|
|
53 |
|
|
|
38 |
|
|
Other
|
|
|
(476 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from capital share
transactions
|
|
|
99,700 |
|
|
|
92,198 |
|
|
|
|
|
|
|
|
|
|
Total increase in net assets
|
|
|
137,033 |
|
|
|
109,267 |
|
Net assets at beginning of period
|
|
|
2,841,244 |
|
|
|
2,620,546 |
|
|
|
|
|
|
|
|
Net assets at end of period
|
|
$ |
2,978,277 |
|
|
$ |
2,729,813 |
|
|
|
|
|
|
|
|
Net asset value per common share
|
|
$ |
19.58 |
|
|
$ |
19.50 |
|
|
|
|
|
|
|
|
Common shares outstanding at end of period
|
|
|
152,124 |
|
|
|
139,984 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
3
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in thousands) |
|
| |
|
| |
|
|
(unaudited) | |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$ |
133,086 |
|
|
$ |
99,587 |
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Portfolio investments
|
|
|
(170,216 |
) |
|
|
(647,851 |
) |
|
|
Principal collections related to investment repayments or sales
|
|
|
235,509 |
|
|
|
340,410 |
|
|
|
Change in accrued or reinvested interest and dividends
|
|
|
(11,267 |
) |
|
|
2,061 |
|
|
|
Net collection (amortization) of discounts and fees
|
|
|
(1,844 |
) |
|
|
(277 |
) |
|
|
Redemption of (investments in) money market securities
|
|
|
(66,335 |
) |
|
|
(16,726 |
) |
|
|
Stock option expense
|
|
|
3,661 |
|
|
|
3,606 |
|
|
|
Changes in other assets and liabilities
|
|
|
(40,453 |
) |
|
|
2,797 |
|
|
|
Depreciation and amortization
|
|
|
507 |
|
|
|
433 |
|
|
|
Realized gains from the receipt of notes and other consideration
from sale of investments, net of collections
|
|
|
(2,814 |
) |
|
|
(179,987 |
) |
|
|
Realized losses
|
|
|
5,515 |
|
|
|
3,651 |
|
|
|
Net change in unrealized (appreciation) or depreciation
|
|
|
(65,920 |
) |
|
|
374,548 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
19,429 |
|
|
|
(17,748 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Sale of common stock
|
|
|
93,784 |
|
|
|
82,970 |
|
|
Sale of common stock upon the exercise of stock options
|
|
|
1,366 |
|
|
|
3,935 |
|
|
Collections of notes receivable from sale of common stock
|
|
|
135 |
|
|
|
130 |
|
|
Borrowings under notes payable
|
|
|
200,000 |
|
|
|
|
|
|
Repayments on notes payable and debentures
|
|
|
|
|
|
|
(12,000 |
) |
|
Net borrowings under (repayments on) revolving line of credit
|
|
|
(207,750 |
) |
|
|
1,250 |
|
|
Purchase of common stock held in deferred compensation trust
|
|
|
(3,089 |
) |
|
|
(2,121 |
) |
|
Other financing activities
|
|
|
(6,325 |
) |
|
|
53 |
|
|
Common stock dividends and distributions paid
|
|
|
(98,910 |
) |
|
|
(82,976 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(20,789 |
) |
|
|
(8,759 |
) |
|
|
|
|
|
|
|
Net decrease in cash
|
|
|
(1,360 |
) |
|
|
(26,507 |
) |
Cash at beginning of period
|
|
|
1,687 |
|
|
|
31,363 |
|
|
|
|
|
|
|
|
Cash at end of period
|
|
$ |
327 |
|
|
$ |
4,856 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
4
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Companies More Than 25% Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
Alaris Consulting, LLC
|
|
Senior Loan (16.5%, Due 12/05
12/07)(6) |
|
$ |
27,055 |
|
|
$ |
26,987 |
|
|
$ |
|
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
5,877 |
|
|
|
|
|
|
|
Guaranty ($1,100) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne,
Inc.(7)
|
|
Preferred Stock (12,500 shares) |
|
|
|
|
|
|
611 |
|
|
|
873 |
|
|
(Business Services)
|
|
Common Stock (27,500 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne Heavy Maintenance,
Inc.(7)
|
|
Preferred Stock (1,568 shares) |
|
|
|
|
|
|
2,401 |
|
|
|
|
|
|
(Business Services)
|
|
Common Stock (2,750 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranty ($2,401) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Border Foods, Inc.
|
|
Preferred Stock (100,000 shares) |
|
|
|
|
|
|
12,721 |
|
|
|
|
|
|
(Consumer Products)
|
|
Common Stock (148,838 shares) |
|
|
|
|
|
|
3,847 |
|
|
|
|
|
|
Business Loan Express, LLC
(Financial Services)
|
|
Class A Equity Interests(25.0% See
Note 3)(6) |
|
|
85,822 |
|
|
|
85,822 |
|
|
|
85,822 |
|
|
|
|
Class B Equity Interests |
|
|
|
|
|
|
119,436 |
|
|
|
79,139 |
|
|
|
Class C Equity Interests |
|
|
|
|
|
|
109,301 |
|
|
|
64,976 |
|
|
|
Guaranty ($182,392 See Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letters of Credit
($20,000 See Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Calder Capital Partners,
LLC(5)
|
|
Senior Loan (8.0%, Due
5/09)(6) |
|
|
1,326 |
|
|
|
1,326 |
|
|
|
1,326 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,154 |
|
|
|
2,154 |
|
|
Callidus Capital Corporation
|
|
Senior Loan (12.0%, Due 12/08) |
|
|
1,150 |
|
|
|
1,150 |
|
|
|
1,150 |
|
|
(Financial Services)
|
|
Subordinated Debt (18.0%, Due 10/08) |
|
|
6,021 |
|
|
|
6,021 |
|
|
|
6,021 |
|
|
|
|
Common Stock (100 shares) |
|
|
|
|
|
|
2,067 |
|
|
|
24,493 |
|
|
Coverall North America, Inc.
|
|
Unitranche Debt (12.0%, Due 7/11) |
|
|
35,054 |
|
|
|
34,896 |
|
|
|
34,896 |
|
|
(Business Services)
|
|
Subordinated Debt (15.0%, Due 7/11) |
|
|
6,000 |
|
|
|
5,974 |
|
|
|
5,974 |
|
|
|
|
Common Stock (884,880 shares) |
|
|
|
|
|
|
16,648 |
|
|
|
21,475 |
|
|
CR Holding, Inc.
|
|
Subordinated Debt (16.6%, Due 2/13) |
|
|
39,917 |
|
|
|
39,752 |
|
|
|
39,752 |
|
|
(Consumer Products)
|
|
Common Stock (37,200,551 shares) |
|
|
|
|
|
|
33,321 |
|
|
|
30,880 |
|
|
Direct Capital Corporation
|
|
Subordinated Debt (16.0%, Due 3/13) |
|
|
35,750 |
|
|
|
35,574 |
|
|
|
35,574 |
|
|
(Financial Services)
|
|
Common Stock (2,097,234 shares) |
|
|
|
|
|
|
19,250 |
|
|
|
19,250 |
|
|
Financial Pacific Company
|
|
Subordinated Debt (17.4%, Due 2/12 8/12) |
|
|
71,947 |
|
|
|
71,732 |
|
|
|
71,732 |
|
|
(Financial Services)
|
|
Preferred Stock (10,964 shares) |
|
|
|
|
|
|
10,276 |
|
|
|
16,739 |
|
|
|
|
Common Stock (14,735 shares) |
|
|
|
|
|
|
14,819 |
|
|
|
67,540 |
|
|
ForeSite Towers, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
557 |
|
|
(Tower Leasing)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Communications, LLC
|
|
Senior Loan (10.7%, Due 9/02
11/07)(6) |
|
|
15,957 |
|
|
|
15,957 |
|
|
|
15,957 |
|
|
(Business Services)
|
|
Subordinated Debt (17.0%, Due
12/03 9/05)(6) |
|
|
11,339 |
|
|
|
11,336 |
|
|
|
4,930 |
|
|
|
Preferred Equity Interest |
|
|
|
|
|
|
14,067 |
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
1,639 |
|
|
|
|
|
|
Gordian Group, Inc.
|
|
Senior Loan (10.0%, Due 6/06
12/08)(6) |
|
|
11,792 |
|
|
|
11,798 |
|
|
|
|
|
|
(Business Services)
|
|
Common Stock (1,000 shares) |
|
|
|
|
|
|
6,942 |
|
|
|
|
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
(7)
|
|
Avborne, Inc. and Avborne Heavy Maintenance, Inc. are affiliated
companies. |
The accompanying notes are an integral part of these
consolidated financial statements.
5
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Healthy Pet Corp.
|
|
Senior Loan (9.9%, Due 8/10) |
|
$ |
32,338 |
|
|
$ |
32,338 |
|
|
$ |
32,338 |
|
|
(Consumer Services)
|
|
Subordinated Debt (15.0%, Due 8/10) |
|
|
43,939 |
|
|
|
43,807 |
|
|
|
43,807 |
|
|
|
|
Common Stock (30,142 shares) |
|
|
|
|
|
|
30,142 |
|
|
|
43,818 |
|
|
HMT, Inc.
|
|
Preferred Stock (554,052 shares) |
|
|
|
|
|
|
2,637 |
|
|
|
2,637 |
|
|
(Energy Services)
|
|
Common Stock (300,000 shares) |
|
|
|
|
|
|
3,000 |
|
|
|
30,173 |
|
|
|
Warrants |
|
|
|
|
|
|
1,155 |
|
|
|
11,617 |
|
|
Hot Stuff Foods, LLC
|
|
Senior Loan (8.8%, Due 2/11-2/12) |
|
|
49,770 |
|
|
|
49,549 |
|
|
|
49,549 |
|
|
(Consumer Products)
|
|
Subordinated Debt (13.7%, Due 8/12 2/13) |
|
|
60,606 |
|
|
|
60,361 |
|
|
|
57,254 |
|
|
|
|
Subordinated Debt (16.0%, Due
2/13)(6) |
|
|
20,841 |
|
|
|
20,749 |
|
|
|
|
|
|
|
|
Common Stock (1,147,453 shares) |
|
|
|
|
|
|
56,187 |
|
|
|
|
|
|
Huddle House, Inc.
|
|
Subordinated Debt (15.0%, Due 12/12) |
|
|
58,515 |
|
|
|
58,239 |
|
|
|
58,239 |
|
(Retail)
|
|
Common Stock (415,328 shares) |
|
|
|
|
|
|
41,533 |
|
|
|
43,078 |
|
|
Impact Innovations Group, LLC
|
|
Equity Interests in Affiliate |
|
|
|
|
|
|
|
|
|
|
319 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insight Pharmaceuticals Corporation
|
|
Subordinated Debt (15.0%, Due 9/12) |
|
|
44,257 |
|
|
|
44,116 |
|
|
|
44,116 |
|
|
(Consumer Products)
|
|
Subordinated Debt (19.0%, Due
9/12)(6) |
|
|
16,181 |
|
|
|
16,130 |
|
|
|
14,510 |
|
|
|
Preferred Stock (25,000 shares) |
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
Common Stock (620,000 shares) |
|
|
|
|
|
|
6,325 |
|
|
|
|
|
|
Jakel, Inc.
|
|
Subordinated Debt (15.5%, Due
3/08)(6) |
|
|
15,692 |
|
|
|
15,692 |
|
|
|
|
|
|
(Industrial Products)
|
|
Preferred Stock (6,460 shares) |
|
|
|
|
|
|
6,460 |
|
|
|
|
|
|
|
|
Common Stock (158,061 shares) |
|
|
|
|
|
|
9,347 |
|
|
|
|
|
|
Legacy Partners Group, Inc.
|
|
Senior Loan (14.0%, Due
5/09)(6) |
|
|
4,843 |
|
|
|
4,843 |
|
|
|
4,843 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
4,261 |
|
|
|
613 |
|
|
Litterer
Beteiligungs-GmbH(4)
|
|
Subordinated Debt (8.0%, Due 3/07) |
|
|
698 |
|
|
|
698 |
|
|
|
698 |
|
|
(Business Services)
|
|
Equity Interest |
|
|
|
|
|
|
1,809 |
|
|
|
1,980 |
|
|
Mercury Air Centers, Inc.
|
|
Subordinated Debt (16.0%, Due 4/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
11/12) |
|
|
49,862 |
|
|
|
49,737 |
|
|
|
49,737 |
|
|
|
|
Common Stock (57,970 shares) |
|
|
|
|
|
|
35,053 |
|
|
|
251,709 |
|
|
|
|
Standby Letters of Credit ($75) |
|
|
|
|
|
|
|
|
|
|
|
|
|
MVL Group, Inc.
|
|
Senior Loan (12.0%, Due 6/09 7/09) |
|
|
30,674 |
|
|
|
30,613 |
|
|
|
30,613 |
|
|
(Business Services)
|
|
Subordinated Debt (14.5%, Due 6/09 7/09) |
|
|
39,449 |
|
|
|
39,092 |
|
|
|
39,092 |
|
|
|
Common Stock (648,661 shares) |
|
|
|
|
|
|
643 |
|
|
|
1,333 |
|
|
Penn Detroit Diesel Allison, LLC
|
|
Subordinated Debt (15.5%, Due 8/13) |
|
|
38,459 |
|
|
|
38,287 |
|
|
|
38,287 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
21,128 |
|
|
|
23,965 |
|
|
Powell Plant Farms, Inc.
|
|
Senior Loan (15.0%, Due
12/07)(6) |
|
|
38,990 |
|
|
|
30,142 |
|
|
|
30,142 |
|
|
(Consumer Products)
|
|
Subordinated Debt (20.0%, Due
6/03)(6) |
|
|
19,291 |
|
|
|
19,223 |
|
|
|
3,837 |
|
|
|
|
Preferred Stock (1,483 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Champ, Inc.
|
|
Subordinated Debt (15.5%, Due 4/12) |
|
|
27,910 |
|
|
|
27,802 |
|
|
|
27,802 |
|
|
(Business Services)
|
|
Common Stock (63,888 shares) |
|
|
|
|
|
|
13,662 |
|
|
|
16,488 |
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
The accompanying notes are an integral part of these
consolidated financial statements.
6
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
(unaudited) | |
Portfolio Company |
|
|
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Staffing Partners Holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company, Inc. |
|
Subordinated Debt (13.5%,
Due 1/07)(6) |
|
$ |
541 |
|
|
$ |
541 |
|
|
$ |
540 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Startec Global Communications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Senior Loan (10.0%, Due 5/07 5/09) |
|
|
13,583 |
|
|
|
13,583 |
|
|
|
13,583 |
|
|
(Telecommunications)
|
|
Common Stock (19,180,000 shares) |
|
|
|
|
|
|
37,255 |
|
|
|
17,085 |
|
|
Sweet Traditions, Inc.
|
|
Senior Loan (9.0%, Due 8/11) |
|
|
39,022 |
|
|
|
35,382 |
|
|
|
35,382 |
|
|
(Retail)
|
|
Preferred Stock (961 Shares) |
|
|
|
|
|
|
950 |
|
|
|
950 |
|
|
|
Common Stock (10,000 Shares) |
|
|
|
|
|
|
50 |
|
|
|
50 |
|
|
|
|
Standby Letter of Credit ($120) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Triview Investments,
Inc.(8)
|
|
Senior Loan (9.6%, Due 6/07 12/07) |
|
|
14,758 |
|
|
|
14,754 |
|
|
|
14,754 |
|
|
(Broadcasting & Cable/Business |
|
Subordinated Debt (15.4%, Due 1/10 7/12) |
|
|
63,455 |
|
|
|
63,142 |
|
|
|
63,142 |
|
|
Services/Consumer Products) |
|
Subordinated Debt (8.4%, Due 11/07
7/08)(6) |
|
|
4,850 |
|
|
|
4,850 |
|
|
|
4,850 |
|
|
|
|
Common Stock (202 shares) |
|
|
|
|
|
|
102,755 |
|
|
|
39,024 |
|
|
|
Guaranty ($800) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letter of Credit ($200) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
companies more than 25% owned |
|
|
|
|
|
$ |
1,836,724 |
|
|
$ |
1,773,164 |
|
|
Companies 5% to 25% Owned |
|
|
|
|
|
Advantage Sales & Marketing, Inc.
|
|
Subordinated Debt (12.0%, Due 3/14) |
|
$ |
153,082 |
|
|
$ |
152,433 |
|
|
$ |
152,433 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
Air Medical Group Holdings LLC
|
|
Senior Loan (9.0%, Due 3/11) |
|
|
2,557 |
|
|
|
2,495 |
|
|
|
2,495 |
|
|
(Healthcare Services) |
|
Subordinated Debt (14.0%, Due 11/12) |
|
|
35,183 |
|
|
|
35,133 |
|
|
|
35,133 |
|
|
|
Equity Interests |
|
|
|
|
|
|
3,470 |
|
|
|
6,900 |
|
|
Alpine ESP Holdings, Inc.
|
|
Preferred Stock (622 shares) |
|
|
|
|
|
|
622 |
|
|
|
543 |
|
|
(Business Services)
|
|
Common Stock (13,513 shares) |
|
|
|
|
|
|
14 |
|
|
|
|
|
|
Amerex Group, LLC
|
|
Subordinated Debt (12.0%, Due 1/13) |
|
|
8,400 |
|
|
|
8,400 |
|
|
|
8,400 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
3,527 |
|
|
|
20,235 |
|
|
BB&T Capital Partners/Windsor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Fund, LLC
(5)
|
|
Equity Interests |
|
|
|
|
|
|
5,873 |
|
|
|
5,554 |
|
|
(Private Equity Fund) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Becker Underwood, Inc.
|
|
Subordinated Debt (14.5%, Due 8/12) |
|
|
24,399 |
|
|
|
24,321 |
|
|
|
24,321 |
|
|
(Industrial Products)
|
|
Common Stock(5,073 shares) |
|
|
|
|
|
|
5,813 |
|
|
|
3,300 |
|
|
BI Incorporated
|
|
Subordinated Debt (13.5%, Due 2/14) |
|
|
30,385 |
|
|
|
30,256 |
|
|
|
30,256 |
|
|
(Business Services)
|
|
Common Stock (40,000 shares) |
|
|
|
|
|
|
4,000 |
|
|
|
6,000 |
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
(8)
|
|
Triview Investments, Inc. holds investments in Longview Cable
& Data, LLC (Broadcasting & Cable) with a cost of
$67.8 million and a value of $7.8 million, Triax
Holdings, LLC (Consumer Products) with a cost of
$98.9 million and a value of $93.4 million, and
Crescent Hotels & Resorts, LLC and affiliates (Business
Services) with a cost of $18.8 million and a value of
$20.6 million. |
The accompanying notes are an integral part of these
consolidated financial statements.
7
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
CitiPostal, Inc. and Affiliates
|
|
Senior Loan (11.1%, Due 8/13-11/14) |
|
$ |
20,423 |
|
|
$ |
20,326 |
|
|
$ |
20,326 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
4,415 |
|
|
|
5,350 |
|
|
Creative Group, Inc.
|
|
Subordinated Debt (12.0%, Due 9/13) |
|
|
15,000 |
|
|
|
13,686 |
|
|
|
13,686 |
|
|
(Business Services)
|
|
Warrant |
|
|
|
|
|
|
1,387 |
|
|
|
865 |
|
|
Drew Foam Companies, Inc.
|
|
Preferred Stock (722 shares) |
|
|
|
|
|
|
722 |
|
|
|
688 |
|
|
(Business Services)
|
|
Common Stock (7,287 shares) |
|
|
|
|
|
|
7 |
|
|
|
|
|
|
MedBridge Healthcare, LLC
|
|
Senior Loan (6.0%, Due
8/09)(6) |
|
|
7,164 |
|
|
|
7,164 |
|
|
|
7,164 |
|
|
(Healthcare Services)
|
|
Subordinated Debt (10.0%, Due
8/14)(6) |
|
|
5,184 |
|
|
|
5,184 |
|
|
|
2,408 |
|
|
|
Convertible Subordinated Debt (2.0%,
Due
8/14)(6) |
|
|
2,970 |
|
|
|
984 |
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,416 |
|
|
|
|
|
|
Multi-Ad Services, Inc.
|
|
Unitranche Debt (11.3%, Due 11/11) |
|
|
19,900 |
|
|
|
19,785 |
|
|
|
19,785 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,000 |
|
|
|
1,777 |
|
|
Nexcel Synthetics, LLC
|
|
Subordinated Debt (14.5%, Due 6/09) |
|
|
8,000 |
|
|
|
7,982 |
|
|
|
7,982 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,755 |
|
|
|
759 |
|
|
PresAir LLC
|
|
Senior Loan (7.5%, Due
12/10)(6) |
|
|
5,810 |
|
|
|
5,492 |
|
|
|
2,462 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,341 |
|
|
|
|
|
|
Progressive International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Subordinated Debt (16.0%, Due 12/09) |
|
|
7,591 |
|
|
|
7,574 |
|
|
|
7,574 |
|
|
(Consumer Products)
|
|
Preferred Stock (500 shares) |
|
|
|
|
|
|
500 |
|
|
|
1,046 |
|
|
|
Common Stock (197 shares) |
|
|
|
|
|
|
13 |
|
|
|
2,800 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Regency Healthcare Group, LLC
|
|
Senior Loan (11.1%, Due 6/12) |
|
|
1,250 |
|
|
|
1,232 |
|
|
|
1,232 |
|
|
(Healthcare Services)
|
|
Unitranche Debt (11.1%, Due 6/12) |
|
|
20,000 |
|
|
|
19,913 |
|
|
|
19,913 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,500 |
|
|
|
1,640 |
|
|
SGT India Private
Limited(4)
|
|
Common Stock (109,524 shares) |
|
|
|
|
|
|
4,093 |
|
|
|
3,040 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC
|
|
Subordinated Debt (11.6%, Due 11/10) |
|
|
19,500 |
|
|
|
18,603 |
|
|
|
18,603 |
|
|
(Healthcare Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,170 |
|
|
|
2,542 |
|
|
Universal Environmental Services, LLC
|
|
Unitranche Debt (15.5%, Due 2/09) |
|
|
10,989 |
|
|
|
10,963 |
|
|
|
9,659 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
1,810 |
|
|
|
|
|
|
Total
companies 5% to 25% owned |
|
|
|
|
|
$ |
438,374 |
|
|
$ |
457,871 |
|
|
Companies Less Than 5% Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3SI Security Systems, Inc.
|
|
Subordinated Debt (14.5%, Due 8/13) |
|
$ |
27,111 |
|
|
$ |
26,999 |
|
|
$ |
26,999 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AgData, L.P.
|
|
Unitranche Debt (10.3%, Due 7/12) |
|
|
11,330 |
|
|
|
11,272 |
|
|
|
11,272 |
|
|
(Consumer Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Axium Healthcare Pharmacy, Inc.
|
|
Unitranche Debt (12.0%, Due 12/12) |
|
|
9,000 |
|
|
|
8,920 |
|
|
|
8,920 |
|
|
(Healthcare Services)
|
|
Common Stock (26,500 shares) |
|
|
|
|
|
|
2,650 |
|
|
|
1,800 |
|
|
Baird Capital Partners IV Limited
Partnership(5)
(Private Equity Fund)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,183 |
|
|
|
962 |
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
The accompanying notes are an integral part of these
consolidated financial statements.
8
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Benchmark Medical, Inc.
|
|
Warrants |
|
|
|
|
|
$ |
18 |
|
|
$ |
|
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BenefitMall, Inc.
|
|
Unitranche Debt (13.3%, Due 8/12) |
|
$ |
110,030 |
|
|
|
109,665 |
|
|
|
109,665 |
|
|
(Business Services)
|
|
Common Stock (45,528,000
shares)(11) |
|
|
|
|
|
|
45,528 |
|
|
|
46,755 |
|
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letters of Credit ($9,981) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Breeze-Eastern
Corporation(3)
|
|
Senior Loan (10.1%, Due 5/11) |
|
|
9,975 |
|
|
|
9,975 |
|
|
|
9,975 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadcast Electronics, Inc.
|
|
Senior Loan (9.1%, Due 7/12) |
|
|
4,950 |
|
|
|
4,919 |
|
|
|
4,919 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDO Fund I,
Ltd.(4)(9)
|
|
Class C Notes (12.9%, Due 12/13) |
|
|
18,800 |
|
|
|
18,946 |
|
|
|
18,988 |
|
|
(Senior Debt Fund)
|
|
Class D Notes (17.0%, Due 12/13) |
|
|
9,400 |
|
|
|
9,473 |
|
|
|
9,494 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund III, Ltd.
(4)(9)
(Senior Debt Fund) |
|
Preferred Shares (23,600,000 shares, 9.9%)
(10) |
|
|
|
|
|
|
22,702 |
|
|
|
22,514 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund IV,
Ltd.(4)(9)
|
|
Income Notes
(13.1%)(10) |
|
|
|
|
|
|
12,795 |
|
|
|
12,795 |
|
|
(Senior Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund V, Ltd.
(4)(9)
|
|
Income Notes
(15.8%)(10) |
|
|
|
|
|
|
14,320 |
|
|
|
14,320 |
|
|
(Senior Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus MAPS CLO Fund I
LLC(9)
|
|
Class E Notes (10.9%, Due 12/17) |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
17,145 |
|
|
(Senior Debt Fund)
|
|
Income Notes
(13.3%)(10) |
|
|
|
|
|
|
50,963 |
|
|
|
46,463 |
|
|
Camden Partners Strategic Fund II,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
997 |
|
|
|
2,215 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Wide Plank Floors, Inc.
|
|
Unitranche Debt (10.5%, Due 6/11) |
|
|
14,000 |
|
|
|
13,906 |
|
|
|
13,906 |
|
|
(Consumer Products)
|
|
Preferred Stock (400,000 Shares) |
|
|
|
|
|
|
400 |
|
|
|
400 |
|
|
Catterton Partners V,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
3,760 |
|
|
|
4,016 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Catterton Partners VI,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,072 |
|
|
|
987 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Centre Capital Investors IV,
LP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,801 |
|
|
|
1,501 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
(9)
|
|
The fund is managed by Callidus Capital, a portfolio company of
Allied Capital. |
(11)
|
|
Common stock is non-voting. In addition to non-voting stock
ownership, the Company has an option to acquire a majority of
the voting securities of the portfolio company at fair market
value. |
(10)
|
|
Represents the effective yield earned on these preferred equity
investments. The yield is included in interest income from
companies less than 5% owned in the consolidated statement of
operations. |
The accompanying notes are an integral part of these
consolidated financial statements.
9
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Commercial Credit Group, Inc.
|
|
Subordinated Debt (14.8%, Due 2/11) |
|
$ |
10,000 |
|
|
$ |
9,962 |
|
|
$ |
9,962 |
|
|
(Financial Services)
|
|
Preferred Stock (32,500 shares) |
|
|
|
|
|
|
3,900 |
|
|
|
3,900 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Community Education Centers, Inc.
|
|
Subordinated Debt (16.0%, Due 12/10) |
|
|
34,420 |
|
|
|
34,334 |
|
|
|
34,334 |
|
|
(Education Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compass Group Diversified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holdings
LLC(3)
|
|
Senior Loan (8.4%, Due 11/11) |
|
|
9,069 |
|
|
|
8,952 |
|
|
|
8,952 |
|
|
(Financial Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component Hardware Group, Inc.
|
|
Subordinated Debt (13.5%, Due 1/13) |
|
|
18,226 |
|
|
|
18,146 |
|
|
|
18,146 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cook Inlet Alternative Risk, LLC
|
|
Unitranche Debt (10.0%, Due 4/12) |
|
|
60,000 |
|
|
|
59,663 |
|
|
|
59,663 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,000 |
|
|
|
2,700 |
|
|
Cortec Group Fund IV,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,712 |
|
|
|
1,226 |
|
|
(Private Equity)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CSAV, Inc.
|
|
Subordinated Debt (11.8%, Due 6/13) |
|
|
37,500 |
|
|
|
37,500 |
|
|
|
37,500 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DCWV Acquisition Corporation
|
|
Senior Loan (8.8%, Due 7/12) |
|
|
3,700 |
|
|
|
3,687 |
|
|
|
3,687 |
|
|
(Consumer Products)
|
|
Unitranche Debt (11.0%, Due 7/12) |
|
|
16,575 |
|
|
|
16,485 |
|
|
|
16,485 |
|
|
Deluxe Entertainment Services Group, Inc.
|
|
Subordinated Debt (13.6%, Due 7/11) |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
30,000 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distant Lands Trading Co.
|
|
Senior Loan (10.1%, Due 11/11) |
|
|
5,450 |
|
|
|
5,408 |
|
|
|
5,408 |
|
|
(Consumer Products)
|
|
Unitranche Debt (11.0%, Due 11/11) |
|
|
54,375 |
|
|
|
54,144 |
|
|
|
54,144 |
|
|
|
|
Common Stock (4,000 shares) |
|
|
|
|
|
|
4,000 |
|
|
|
3,194 |
|
|
Drilltec Patents & Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company, Inc.
|
|
Subordinated Debt (18.0%, Due 8/06) |
|
|
4,119 |
|
|
|
4,119 |
|
|
|
4,119 |
|
|
(Energy Services)
|
|
Subordinated Debt (16.5%, Due
8/06)(6) |
|
|
10,994 |
|
|
|
10,918 |
|
|
|
10,994 |
|
|
Driven Brands, Inc.
|
|
Senior Loan (8.9%, Due 6/11) |
|
|
37,070 |
|
|
|
36,926 |
|
|
|
36,926 |
|
|
d/b/a Meineke and Econo Lube
|
|
Subordinated Debt (12.1%, Due 6/12 6/13) |
|
|
83,000 |
|
|
|
82,701 |
|
|
|
82,701 |
|
|
(Consumer Services)
|
|
Common Stock (11,675,331
shares)(11) |
|
|
|
|
|
|
29,455 |
|
|
|
19,935 |
|
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital VideoStream, LLC
|
|
Unitranche Debt (11.0%, Due 2/12) |
|
|
17,838 |
|
|
|
17,737 |
|
|
|
17,737 |
|
|
(Business Services)
|
|
Convertible Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.0%, Due 2/16) |
|
|
3,824 |
|
|
|
3,808 |
|
|
|
3,808 |
|
|
Dynamic India Fund
IV(4)(5)
|
|
Equity Interests |
|
|
|
|
|
|
3,850 |
|
|
|
3,850 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EarthColor, Inc.
|
|
Subordinated Debt (15.0%, Due 11/13) |
|
|
107,000 |
|
|
|
106,497 |
|
|
|
106,497 |
|
|
(Business Services)
|
|
Common Stock
(53,540 shares)(11) |
|
|
|
|
|
|
53,540 |
|
|
|
51,796 |
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
eCentury Capital Partners,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
6,274 |
|
|
|
2,738 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
|
(11) |
|
|
Common stock is non-voting. In addition to non-voting stock
ownership, the Company has an option to acquire a majority of
the voting securities of the portfolio company at fair market
value. |
The accompanying notes are an integral part of these
consolidated financial statements.
10
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Elexis Beta
GmbH(4)
|
|
Options |
|
|
|
|
|
$ |
426 |
|
|
$ |
50 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farleys & Sathers Candy Company, Inc.
|
|
Subordinated Debt (11.4%, Due 3/11) |
|
$ |
20,000 |
|
|
|
19,935 |
|
|
|
19,935 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frozen Specialties, Inc.
|
|
Warrants |
|
|
|
|
|
|
435 |
|
|
|
270 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Garden Ridge Corporation
(Retail)
|
|
Subordinated Debt (7.0%, Due
5/12)(6) |
|
|
22,500 |
|
|
|
22,500 |
|
|
|
22,500 |
|
|
Geotrace Technologies, Inc.
|
|
Subordinated Debt (10.0%, Due 6/09) |
|
|
23,495 |
|
|
|
22,105 |
|
|
|
22,105 |
|
|
(Energy Services)
|
|
Warrants |
|
|
|
|
|
|
2,350 |
|
|
|
2,100 |
|
|
Ginsey Industries, Inc.
|
|
Subordinated Debt (12.5%, Due 5/07) |
|
|
2,489 |
|
|
|
2,489 |
|
|
|
2,489 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Broadcasting Systems II
|
|
Subordinated Debt (5.0%, Due 6/11) |
|
|
3,005 |
|
|
|
3,005 |
|
|
|
3,005 |
|
|
(Broadcasting & Cable)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grotech Partners, VI,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
8,223 |
|
|
|
6,139 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Havco Wood Products LLC
|
|
Senior Debt (9.9%, Due 8/11) |
|
|
2,000 |
|
|
|
1,982 |
|
|
|
1,982 |
|
|
(Industrial Products)
|
|
Unitranche Debt (11.5%, Due 8/11) |
|
|
13,600 |
|
|
|
12,707 |
|
|
|
12,707 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,055 |
|
|
|
3,000 |
|
|
Haven Eldercare of New England, LLC
|
|
Subordinated Debt (12.0%, Due 8/09) |
|
|
2,527 |
|
|
|
2,527 |
|
|
|
2,527 |
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HealthASPex Services Inc.
|
|
Senior Loan (4.0%, Due 7/08) |
|
|
500 |
|
|
|
500 |
|
|
|
500 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Hillman Companies,
Inc.(3)
|
|
Subordinated Debt (10.0%, Due 9/11) |
|
|
44,580 |
|
|
|
44,434 |
|
|
|
44,434 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Homax Group, Inc.
|
|
Senior Loan (9.2%, Due 10/12) |
|
|
12,550 |
|
|
|
12,550 |
|
|
|
12,550 |
|
|
(Consumer Products)
|
|
Subordinated Debt (12.0%, Due 4/14) |
|
|
14,000 |
|
|
|
13,189 |
|
|
|
13,189 |
|
|
|
|
Preferred Stock (89 shares) |
|
|
|
|
|
|
89 |
|
|
|
80 |
|
|
|
|
Common Stock (28 shares) |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
1,106 |
|
|
|
993 |
|
|
Ideal Snacks Corporation
|
|
Senior Loan (9.0%, Due 6/10) |
|
|
5,850 |
|
|
|
5,818 |
|
|
|
5,818 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integrity Interactive Corporation
|
|
Unitranche Debt (10.5%, Due 2/12) |
|
|
29,000 |
|
|
|
28,823 |
|
|
|
28,823 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Fiber Corporation
|
|
Subordinated Debt (14.0%, Due 6/12) |
|
|
22,098 |
|
|
|
22,029 |
|
|
|
22,029 |
|
|
(Industrial Products)
|
|
Preferred Stock (25,000 shares) |
|
|
|
|
|
|
2,500 |
|
|
|
2,200 |
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
|
(11) |
|
|
Common stock is non-voting. In addition to non-voting stock
ownership, the Company has an option to acquire a majority of
the voting securities of the portfolio company at fair market
value. |
The accompanying notes are an integral part of these
consolidated financial statements.
11
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Kodiak Fund
LP(5)
|
|
Equity Interests |
|
|
|
|
|
$ |
9,513 |
|
|
$ |
9,460 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line-X, Inc.
|
|
Senior Loan (12.0%, Due 8/11) |
|
$ |
2,200 |
|
|
|
2,182 |
|
|
|
2,182 |
|
|
(Consumer Products)
|
|
Unitranche Debt (12.0% Due 8/11) |
|
|
47,884 |
|
|
|
47,692 |
|
|
|
46,224 |
|
|
|
|
Standby Letter of Credit ($1,500) |
|
|
|
|
|
|
|
|
|
|
|
|
|
MedAssets, Inc.
|
|
Preferred Stock (227,865 shares) |
|
|
|
|
|
|
2,049 |
|
|
|
3,670 |
|
|
(Business Services)
|
|
Common Stock (50,000 shares) |
|
|
|
|
|
|
|
|
|
|
150 |
|
|
MHF Logistical Solutions, Inc.
|
|
Subordinated Debt (11.5%, Due
6/12)(6) |
|
|
33,600 |
|
|
|
33,448 |
|
|
|
27,518 |
|
(Business Services)
|
|
Subordinated Debt (18.0%, Due
6/13)(6) |
|
|
11,211 |
|
|
|
11,154 |
|
|
|
|
|
|
|
|
Common Stock (20,934
shares)(11) |
|
|
|
|
|
|
20,942 |
|
|
|
|
|
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Atlantic Venture Fund IV,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
6,975 |
|
|
|
3,037 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mogas Energy, LLC
|
|
Subordinated Debt (9.5%, Due 8/08) |
|
|
16,285 |
|
|
|
15,086 |
|
|
|
15,086 |
|
|
(Energy Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NetShape Technologies, Inc.
|
|
Senior Debt (8.6%, Due 2/13) |
|
|
8,991 |
|
|
|
8,957 |
|
|
|
8,957 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network Hardware Resale, Inc.
|
|
Unitranche Debt (10.5%, Due 12/11) |
|
|
36,701 |
|
|
|
36,893 |
|
|
|
36,893 |
|
|
(Business Services)
|
|
Convertible Subordinated Debt (9.8%, Due 12/15) |
|
|
13,242 |
|
|
|
13,307 |
|
|
|
13,599 |
|
|
Norwesco, Inc.
|
|
Subordinated Debt (12.6%, Due 1/12 7/12) |
|
|
82,595 |
|
|
|
82,297 |
|
|
|
82,297 |
|
|
(Industrial Products)
|
|
Common Stock (559,603
shares)(11) |
|
|
|
|
|
|
38,313 |
|
|
|
81,086 |
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Novak Biddle Venture Partners III,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,835 |
|
|
|
1,883 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oahu Waste Services, Inc.
|
|
Stock Appreciation Rights |
|
|
|
|
|
|
239 |
|
|
|
800 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Odyssey Investment Partners Fund III,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,462 |
|
|
|
2,310 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Passport Health
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications, Inc.
|
|
Subordinated Debt (14.0%, Due 4/12) |
|
|
10,222 |
|
|
|
10,181 |
|
|
|
10,181 |
|
|
(Healthcare Services)
|
|
Preferred Stock (651,381 shares) |
|
|
|
|
|
|
2,000 |
|
|
|
2,255 |
|
|
Pendum, Inc.
|
|
Subordinated Debt (17.0%, Due
1/11)(6) |
|
|
34,028 |
|
|
|
34,028 |
|
|
|
26,676 |
|
|
(Business Services)
|
|
Preferred Stock (82,715 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Performant Financial Corporation
|
|
Common Stock (478,816 shares) |
|
|
|
|
|
|
734 |
|
|
|
|
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
|
(11) |
|
|
Common stock is non-voting. In addition to non-voting stock
ownership, the Company has an option to acquire a majority of
the voting securities of the portfolio company at fair market
value. |
The accompanying notes are an integral part of these
consolidated financial statements.
12
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Postle Aluminum Company, LLC
|
|
Unitranche Debt (11.0%, Due 10/12) |
|
$ |
62,250 |
|
|
$ |
61,927 |
|
|
$ |
61,927 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
2,500 |
|
|
|
2,600 |
|
|
Pro Mach, Inc.
|
|
Subordinated Debt (12.5%, Due 6/12) |
|
|
14,471 |
|
|
|
14,406 |
|
|
|
14,406 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,500 |
|
|
|
2,200 |
|
|
Promo Works, LLC
|
|
Unitranche Debt (10.3%, Due 12/11) |
|
|
31,000 |
|
|
|
30,739 |
|
|
|
30,739 |
|
|
(Business Services)
|
|
Guaranty ($900) |
|
|
|
|
|
|
|
|
|
|
|
|
|
S.B. Restaurant Company
|
|
Unitranche Debt (9.8%, Due 4/11) |
|
|
41,501 |
|
|
|
41,118 |
|
|
|
41,118 |
|
|
(Retail)
|
|
Preferred Stock (54,125 shares) |
|
|
|
|
|
|
135 |
|
|
|
135 |
|
|
|
Warrants |
|
|
|
|
|
|
619 |
|
|
|
1,600 |
|
|
|
Standby Letters of Credit ($2,611) |
|
|
|
|
|
|
|
|
|
|
|
|
|
SBBUT, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Center Metals, LLC
|
|
Subordinated Debt (15.5%, Due 9/11) |
|
|
5,000 |
|
|
|
4,978 |
|
|
|
4,978 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
313 |
|
|
|
325 |
|
|
Soff-Cut Holdings, Inc.
|
|
Preferred Stock (300 shares) |
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
(Industrial Products)
|
|
Common Stock (2,000 shares) |
|
|
|
|
|
|
200 |
|
|
|
200 |
|
|
SPP Mezzanine Funding,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,825 |
|
|
|
3,159 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPP Mezzanine Funding II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,105 |
|
|
|
846 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stag-Parkway, Inc.
|
|
Unitranche Debt (10.8%, Due 7/12) |
|
|
63,000 |
|
|
|
62,724 |
|
|
|
62,724 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STS Operating, Inc.
|
|
Subordinated Debt (11.0%, Due 1/13) |
|
|
30,386 |
|
|
|
30,256 |
|
|
|
30,256 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Step2 Company, LLC
|
|
Unitranche Debt (10.5%, Due 4/12) |
|
|
64,348 |
|
|
|
64,064 |
|
|
|
64,064 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
2,000 |
|
|
|
1,991 |
|
|
Tradesmen International, Inc.
|
|
Subordinated Debt (12.0%, Due 12/09) |
|
|
9,136 |
|
|
|
8,629 |
|
|
|
8,629 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TransAmerican Auto Parts, LLC
|
|
Subordinated Debt (14.0%, Due 11/12) |
|
|
13,011 |
|
|
|
12,960 |
|
|
|
12,960 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,198 |
|
|
|
845 |
|
|
Universal Air Filter Company
|
|
Unitranche Debt (11.0%, Due 11/11) |
|
|
18,867 |
|
|
|
18,781 |
|
|
|
18,781 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Updata Venture Partners II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
4,627 |
|
|
|
5,047 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venturehouse-Cibernet Investors, LLC
|
|
Equity Interest |
|
|
|
|
|
|
42 |
|
|
|
42 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venturehouse Group,
LLC(5)
|
|
Equity Interest |
|
|
|
|
|
|
598 |
|
|
|
901 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VICORP Restaurants, Inc.
|
|
Warrants |
|
|
|
|
|
|
33 |
|
|
|
|
|
|
(Retail)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
The accompanying notes are an integral part of these
consolidated financial statements.
13
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Walker Investment Fund II,
LLLP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
$ |
1,330 |
|
|
$ |
458 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wear Me Apparel Corporation
|
|
Subordinated Debt (15.0%, Due 12/10) |
|
$ |
39,990 |
|
|
|
39,509 |
|
|
|
39,990 |
|
|
(Consumer Products)
|
|
Warrants |
|
|
|
|
|
|
1,219 |
|
|
|
5,120 |
|
|
Webster Capital II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
75 |
|
|
|
75 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilton Industries, Inc.
|
|
Subordinated Debt (16.0%, Due 6/08) |
|
|
2,400 |
|
|
|
2,400 |
|
|
|
2,400 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Woodstream Corporation
|
|
Subordinated Debt (13.5%, Due 11/12 5/13) |
|
|
53,293 |
|
|
|
53,174 |
|
|
|
53,174 |
|
|
(Consumer Products)
|
|
Common Stock (180 shares) |
|
|
|
|
|
|
673 |
|
|
|
3,885 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
2,815 |
|
|
York Insurance Services Group, Inc.
|
|
Subordinated Debt (14.5%, Due 1/14) |
|
|
44,471 |
|
|
|
44,274 |
|
|
|
44,274 |
|
|
(Business Services)
|
|
Common Stock (15,000 shares) |
|
|
|
|
|
|
1,500 |
|
|
|
2,000 |
|
|
Other companies
|
|
Other debt
investments(6) |
|
|
223 |
|
|
|
223 |
|
|
|
218 |
|
|
|
Other equity investments |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
Total
companies less than 5% owned |
|
|
|
|
|
$ |
2,159,014 |
|
|
$ |
2,145,284 |
|
|
Total
private finance (144 portfolio companies) |
|
|
|
|
|
$ |
4,434,112 |
|
|
$ |
4,376,319 |
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
The accompanying notes are an integral part of these
consolidated financial statements.
14
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
Commercial Real Estate Finance
|
|
|
|
|
|
|
|
|
(in thousands, except number of loans)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 | |
|
|
|
|
|
|
| |
|
|
Interest | |
|
Number of | |
|
(unaudited) | |
|
|
Rate Ranges | |
|
Loans | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Commercial Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up to 6.99% |
|
|
|
3 |
|
|
$ |
20,443 |
|
|
$ |
19,693 |
|
|
|
|
7.00%8.99% |
|
|
|
9 |
|
|
|
24,034 |
|
|
|
24,269 |
|
|
|
|
9.00%10.99% |
|
|
|
4 |
|
|
|
24,316 |
|
|
|
24,316 |
|
|
|
15.00% and above |
|
|
2 |
|
|
|
3,970 |
|
|
|
3,970 |
|
|
|
Total commercial mortgage
loans(13)
|
|
|
|
|
|
|
18 |
|
|
$ |
72,763 |
|
|
$ |
72,248 |
|
|
Real Estate Owned
|
|
|
|
|
|
|
|
|
|
$ |
15,657 |
|
|
$ |
20,969 |
|
|
Equity
Interests(2)
Companies more than 25% owned
(Guarantees $6,871) |
|
|
|
|
|
$ |
14,964 |
|
|
$ |
29,312 |
|
|
|
Total commercial real estate finance
|
|
|
|
|
|
|
|
|
|
$ |
103,384 |
|
|
$ |
122,529 |
|
|
Total portfolio
|
|
|
|
|
|
|
|
|
|
$ |
4,537,496 |
|
|
$ |
4,498,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yield | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
Liquidity
Portfolio(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Beacon Money Market Select FD Fund
|
|
|
5.3% |
|
|
$ |
87,789 |
|
|
$ |
87,789 |
|
|
Certificate of Deposit (Due June 2007)
|
|
|
5.5% |
|
|
|
41,143 |
|
|
|
41,143 |
|
|
American Beacon Money Market Fund
|
|
|
5.2% |
|
|
|
40,904 |
|
|
|
40,904 |
|
|
SEI Daily Income Tr Prime Obligation Fund
|
|
|
5.2% |
|
|
|
35,113 |
|
|
|
35,113 |
|
|
Blackrock Liquidity Funds
|
|
|
5.2% |
|
|
|
10 |
|
|
|
10 |
|
|
|
|
Total liquidity portfolio
|
|
|
|
|
|
$ |
204,959 |
|
|
$ |
204,959 |
|
|
Other Investments in Money Market
Securities(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbia Treasury Reserves Money Market Fund
|
|
|
5.2% |
|
|
$ |
64,998 |
|
|
$ |
64,998 |
|
|
Blackrock Liquidity Funds
|
|
|
5.2% |
|
|
$ |
1,213 |
|
|
$ |
1,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Interest
rates represent the weighted average annual stated interest rate
on loans and debt securities, which are presented by nature of
indebtedness
for a
single issuer. The maturity dates represent the earliest and the
latest maturity dates. |
(2) Common
stock, preferred stock, warrants, options, and equity interests
are generally non-income producing and restricted. |
(3) Public
company. |
(4) Non-U.S. company
or principal place of business outside the U.S. |
(5) Non-registered
investment company. |
(13) Commercial
mortgage loans totaling $19.2 million at value were on
non-accrual status and therefore were considered non-income
producing. |
(14) Included
in investments in money market and other securities on the
accompanying Consolidated Balance Sheet. |
The accompanying notes are an integral part of these
consolidated financial statements.
15
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Companies More Than 25% Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
Alaris Consulting, LLC
|
|
Senior Loan (16.5%, Due 12/05
12/07)(6) |
|
$ |
27,055 |
|
|
$ |
26,987 |
|
|
$ |
|
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
5,305 |
|
|
|
|
|
|
|
Guaranty ($1,100) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne,
Inc.(7)
|
|
Preferred Stock (12,500 shares) |
|
|
|
|
|
|
610 |
|
|
|
918 |
|
|
(Business Services)
|
|
Common Stock (27,500 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne Heavy Maintenance,
Inc.(7)
|
|
Preferred Stock (1,568 shares) |
|
|
|
|
|
|
2,401 |
|
|
|
|
|
|
(Business Services)
|
|
Common Stock (2,750 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranty ($2,401) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Border Foods, Inc.
|
|
Preferred Stock (100,000 shares) |
|
|
|
|
|
|
12,721 |
|
|
|
|
|
|
(Consumer Products)
|
|
Common Stock (148,838 shares) |
|
|
|
|
|
|
3,848 |
|
|
|
|
|
|
Business Loan Express, LLC
|
|
Class A Equity
Interests(25.0%)(6) |
|
|
66,622 |
|
|
|
66,622 |
|
|
|
66,622 |
|
|
(Financial Services)
|
|
Class B Equity Interests |
|
|
|
|
|
|
119,436 |
|
|
|
79,139 |
|
|
|
Class C Equity Interests |
|
|
|
|
|
|
109,301 |
|
|
|
64,976 |
|
|
|
Guaranty ($189,706 See Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letters of Credit
($25,000 See Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Calder Capital Partners,
LLC(5)
|
|
Senior Loan (8.0%, Due
5/09)(6) |
|
|
975 |
|
|
|
975 |
|
|
|
975 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,076 |
|
|
|
2,076 |
|
|
Callidus Capital Corporation
|
|
Subordinated Debt (18.0%, Due 10/08) |
|
|
5,762 |
|
|
|
5,762 |
|
|
|
5,762 |
|
|
(Financial Services)
|
|
Common Stock (100 shares) |
|
|
|
|
|
|
2,058 |
|
|
|
22,550 |
|
|
Coverall North America, Inc.
|
|
Unitranche Debt (12.0%, Due 7/11) |
|
|
36,500 |
|
|
|
36,333 |
|
|
|
36,333 |
|
|
(Business Services)
|
|
Subordinated Debt (15.0%, Due 7/11) |
|
|
6,000 |
|
|
|
5,972 |
|
|
|
5,972 |
|
|
|
|
Common Stock (884,880 shares) |
|
|
|
|
|
|
16,649 |
|
|
|
19,619 |
|
|
CR Brands, Inc.
|
|
Subordinated Debt (16.6%, Due 2/13) |
|
|
39,573 |
|
|
|
39,401 |
|
|
|
39,401 |
|
|
(Consumer Products)
|
|
Common Stock (37,200,551 shares) |
|
|
|
|
|
|
33,321 |
|
|
|
25,738 |
|
|
Financial Pacific Company
|
|
Subordinated Debt (17.4%, Due 2/12 8/12) |
|
|
71,589 |
|
|
|
71,362 |
|
|
|
71,362 |
|
|
(Financial Services)
|
|
Preferred Stock (10,964 shares) |
|
|
|
|
|
|
10,276 |
|
|
|
15,942 |
|
|
|
|
Common Stock (14,735 shares) |
|
|
|
|
|
|
14,819 |
|
|
|
65,186 |
|
|
ForeSite Towers, LLC
|
|
Equity Interests |
|
|
|
|
|
|
7,620 |
|
|
|
12,290 |
|
|
(Tower Leasing)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Communications, LLC
|
|
Senior Loan (10.7%, Due 9/02
11/07)(6) |
|
|
15,957 |
|
|
|
15,957 |
|
|
|
15,957 |
|
|
(Business Services)
|
|
Subordinated Debt (17.0%, Due
12/03 9/05)(6) |
|
|
11,339 |
|
|
|
11,336 |
|
|
|
11,237 |
|
|
|
Preferred Equity Interest |
|
|
|
|
|
|
14,067 |
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
1,639 |
|
|
|
|
|
|
Gordian Group, Inc.
|
|
Senior Loan (10.0%, Due 6/06
12/08)(6) |
|
|
11,792 |
|
|
|
11,803 |
|
|
|
|
|
|
(Business Services)
|
|
Common Stock (1,000 shares) |
|
|
|
|
|
|
6,762 |
|
|
|
|
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
(7)
|
|
Avborne, Inc. and Avborne Heavy Maintenance, Inc. are affiliated
companies. |
The accompanying notes are an integral part of these
consolidated financial statements.
16
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Healthy Pet Corp.
|
|
Senior Loan (9.9%, Due 8/10) |
|
$ |
27,038 |
|
|
$ |
27,038 |
|
|
$ |
27,038 |
|
|
(Consumer Services)
|
|
Subordinated Debt (15.0%, Due 8/10) |
|
|
43,720 |
|
|
|
43,579 |
|
|
|
43,579 |
|
|
|
|
Common Stock (30,142 shares) |
|
|
|
|
|
|
30,142 |
|
|
|
28,921 |
|
|
HMT, Inc.
|
|
Preferred Stock (554,052 shares) |
|
|
|
|
|
|
2,637 |
|
|
|
2,637 |
|
|
(Energy Services)
|
|
Common Stock (300,000 shares) |
|
|
|
|
|
|
3,000 |
|
|
|
8,664 |
|
|
|
Warrants |
|
|
|
|
|
|
1,155 |
|
|
|
3,336 |
|
|
Huddle House, Inc.
|
|
Senior Loan (8.9%, Due 12/11) |
|
|
19,950 |
|
|
|
19,950 |
|
|
|
19,950 |
|
|
(Retail)
|
|
Subordinated Debt (15.0%, Due 12/12) |
|
|
58,484 |
|
|
|
58,196 |
|
|
|
58,196 |
|
|
|
Common Stock (415,328 shares) |
|
|
|
|
|
|
41,662 |
|
|
|
41,662 |
|
|
Impact Innovations Group, LLC
|
|
Equity Interests in Affiliate |
|
|
|
|
|
|
|
|
|
|
873 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insight Pharmaceuticals Corporation
|
|
Subordinated Debt (16.1%, Due 9/12) |
|
|
60,049 |
|
|
|
59,850 |
|
|
|
59,850 |
|
|
(Consumer Products)
|
|
Preferred Stock (25,000 shares) |
|
|
|
|
|
|
25,000 |
|
|
|
7,845 |
|
|
|
Common Stock (620,000 shares) |
|
|
|
|
|
|
6,325 |
|
|
|
|
|
|
Jakel, Inc.
|
|
Subordinated Debt (15.5%, Due
3/08)(6) |
|
|
15,192 |
|
|
|
15,192 |
|
|
|
6,655 |
|
|
(Industrial Products)
|
|
Preferred Stock (6,460 shares) |
|
|
|
|
|
|
6,460 |
|
|
|
|
|
|
|
|
Common Stock (158,061 shares) |
|
|
|
|
|
|
9,347 |
|
|
|
|
|
|
Legacy Partners Group, LLC
|
|
Senior Loan (14.0%, Due
5/09)(6) |
|
|
7,646 |
|
|
|
7,646 |
|
|
|
4,843 |
|
|
(Financial Services)
|
|
Subordinated Debt (18.0%, Due
5/09)(6) |
|
|
2,952 |
|
|
|
2,952 |
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
4,248 |
|
|
|
|
|
|
Litterer
Beteiligungs-GmbH(4)
|
|
Subordinated Debt (8.0%, Due 3/07) |
|
|
692 |
|
|
|
692 |
|
|
|
692 |
|
|
(Business Services)
|
|
Equity Interest |
|
|
|
|
|
|
1,809 |
|
|
|
1,199 |
|
|
Mercury Air Centers, Inc.
|
|
Subordinated Debt (16.0%, Due 4/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
11/12) |
|
|
49,358 |
|
|
|
49,217 |
|
|
|
49,217 |
|
|
|
|
Common Stock (57,970 shares) |
|
|
|
|
|
|
35,053 |
|
|
|
195,019 |
|
|
|
|
Standby Letters of Credit ($1,581) |
|
|
|
|
|
|
|
|
|
|
|
|
|
MVL Group, Inc.
|
|
Senior Loan (12.0%, Due 6/09 7/09) |
|
|
27,299 |
|
|
|
27,245 |
|
|
|
27,245 |
|
|
(Business Services)
|
|
Subordinated Debt (14.5%, Due 6/09) |
|
|
35,846 |
|
|
|
35,478 |
|
|
|
35,478 |
|
|
|
Common Stock (648,661 shares) |
|
|
|
|
|
|
643 |
|
|
|
|
|
|
Penn Detroit Diesel Allison, LLC
|
|
Subordinated Debt (15.5%, Due 8/13) |
|
|
38,173 |
|
|
|
37,994 |
|
|
|
37,994 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
21,128 |
|
|
|
25,949 |
|
|
Powell Plant Farms, Inc.
|
|
Senior Loan (15.0%, Due
12/07)(6) |
|
|
35,040 |
|
|
|
26,192 |
|
|
|
26,192 |
|
|
(Consumer Products)
|
|
Subordinated Debt (20.0%, Due
6/03)(6) |
|
|
19,291 |
|
|
|
19,223 |
|
|
|
962 |
|
|
|
|
Preferred Stock (1,483 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Champ, Inc.
|
|
Subordinated Debt (15.5%, Due 4/12) |
|
|
27,733 |
|
|
|
27,619 |
|
|
|
27,619 |
|
|
(Business Services)
|
|
Common Stock (63,888 shares) |
|
|
|
|
|
|
13,662 |
|
|
|
16,786 |
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
The accompanying notes are an integral part of these
consolidated financial statements.
17
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Staffing Partners Holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company, Inc. |
|
Subordinated Debt (13.5%,
Due 1/07)(6) |
|
$ |
540 |
|
|
$ |
540 |
|
|
$ |
486 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Startec Global Communications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Senior Loan (10.0%, Due 5/07 5/09) |
|
|
15,965 |
|
|
|
15,965 |
|
|
|
15,965 |
|
|
(Telecommunications)
|
|
Common Stock (19,180,000 shares) |
|
|
|
|
|
|
37,256 |
|
|
|
11,232 |
|
|
Sweet Traditions, LLC
|
|
Senior Loan (9.0%, Due 8/11) |
|
|
39,022 |
|
|
|
35,172 |
|
|
|
35,172 |
|
|
(Retail)
|
|
Equity Interests |
|
|
|
|
|
|
450 |
|
|
|
450 |
|
|
|
|
Standby Letter of Credit ($120) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Triview Investments,
Inc.(8)
|
|
Senior Loan (9.6%, Due 6/07 12/07) |
|
|
14,758 |
|
|
|
14,747 |
|
|
|
14,747 |
|
|
(Broadcasting & Cable/Business |
|
Subordinated Debt (16.0%, Due 9/11 7/12) |
|
|
56,288 |
|
|
|
56,008 |
|
|
|
56,008 |
|
|
Services/Consumer Products) |
|
Subordinated Debt (7.9%, Due 11/07
7/08)(6) |
|
|
4,327 |
|
|
|
4,327 |
|
|
|
4,342 |
|
|
|
|
Common Stock (202 shares) |
|
|
|
|
|
|
98,604 |
|
|
|
31,322 |
|
|
|
Guaranty ($800) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letter of Credit ($200) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
companies more than 25% owned |
|
|
|
|
|
$ |
1,578,822 |
|
|
$ |
1,490,180 |
|
|
Companies 5% to 25% Owned |
|
|
|
|
|
Advantage Sales & Marketing, Inc.
|
|
Subordinated Debt (12.0%, Due 3/14) |
|
$ |
152,320 |
|
|
$ |
151,648 |
|
|
$ |
151,648 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
Air Medical Group Holdings LLC
|
|
Senior Loan (9.9%, Due 3/11) |
|
|
1,828 |
|
|
|
1,763 |
|
|
|
1,763 |
|
|
(Healthcare Services) |
|
Subordinated Debt (14.0%, Due 11/12) |
|
|
35,180 |
|
|
|
35,128 |
|
|
|
35,128 |
|
|
|
Equity Interests |
|
|
|
|
|
|
3,470 |
|
|
|
5,950 |
|
|
Alpine ESP Holdings, Inc.
|
|
Preferred Stock (622 shares) |
|
|
|
|
|
|
622 |
|
|
|
602 |
|
|
(Business Services)
|
|
Common Stock (13,513 shares) |
|
|
|
|
|
|
14 |
|
|
|
|
|
|
Amerex Group, LLC
|
|
Subordinated Debt (12.0%, Due 1/13) |
|
|
8,400 |
|
|
|
8,400 |
|
|
|
8,400 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
3,546 |
|
|
|
13,823 |
|
|
BB&T Capital Partners/Windsor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Fund, LLC
(5)
|
|
Equity Interests |
|
|
|
|
|
|
5,873 |
|
|
|
5,554 |
|
|
(Private Equity Fund) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Becker Underwood, Inc.
|
|
Subordinated Debt (14.5%, Due 8/12) |
|
|
24,244 |
|
|
|
24,163 |
|
|
|
24,163 |
|
|
(Industrial Products)
|
|
Common Stock (5,073 shares) |
|
|
|
|
|
|
5,813 |
|
|
|
3,700 |
|
|
BI Incorporated
|
|
Subordinated Debt (13.5%, Due 2/14) |
|
|
30,269 |
|
|
|
30,135 |
|
|
|
30,135 |
|
|
(Business Services)
|
|
Common Stock (40,000 shares) |
|
|
|
|
|
|
4,000 |
|
|
|
4,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
(8)
|
|
Triview Investments, Inc. holds investments in Longview Cable
& Data, LLC (Broadcasting & Cable) with a cost of
$67.3 million and a value of $7.5 million, Triax
Holdings, LLC (Consumer Products) with a cost of
$98.9 million and a value of $91.5 million, and
Crescent Hotels & Resorts, LLC and affiliates (Business
Services) with a cost of $7.5 million and a value of
$7.3 million. |
The accompanying notes are an integral part of these
consolidated financial statements.
18
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
CitiPostal, Inc. and Affiliates
|
|
Senior Loan (11.1%, Due 8/13-11/14) |
|
$ |
20,670 |
|
|
$ |
20,569 |
|
|
$ |
20,569 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
4,447 |
|
|
|
4,700 |
|
|
Creative Group, Inc.
|
|
Subordinated Debt (12.0%, Due 9/13) |
|
|
15,000 |
|
|
|
13,656 |
|
|
|
13,656 |
|
|
(Business Services)
|
|
Warrant |
|
|
|
|
|
|
1,387 |
|
|
|
1,387 |
|
|
Drew Foam Companies, Inc.
|
|
Preferred Stock (722 shares) |
|
|
|
|
|
|
722 |
|
|
|
722 |
|
|
(Business Services)
|
|
Common Stock (7,287 shares) |
|
|
|
|
|
|
7 |
|
|
|
7 |
|
|
MedBridge Healthcare, LLC
|
|
Senior Loan (6.0%, Due
8/09)(6) |
|
|
7,164 |
|
|
|
7,164 |
|
|
|
7,164 |
|
|
(Healthcare Services)
|
|
Subordinated Debt (10.0%, Due
8/14)(6) |
|
|
5,184 |
|
|
|
5,184 |
|
|
|
1,813 |
|
|
|
Convertible Subordinated Debt (2.0%,
Due
8/14)(6) |
|
|
2,970 |
|
|
|
984 |
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,306 |
|
|
|
|
|
|
Multi-Ad Services, Inc.
|
|
Unitranche Debt (11.3%, Due 11/11) |
|
|
20,000 |
|
|
|
19,879 |
|
|
|
19,879 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,000 |
|
|
|
2,000 |
|
|
Nexcel Synthetics, LLC
|
|
Subordinated Debt (14.5%, Due 6/09) |
|
|
10,998 |
|
|
|
10,978 |
|
|
|
10,978 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,755 |
|
|
|
1,486 |
|
|
PresAir LLC
|
|
Senior Loan (7.5%, Due
12/10)(6) |
|
|
5,810 |
|
|
|
5,492 |
|
|
|
2,206 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,336 |
|
|
|
|
|
|
Progressive International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Subordinated Debt (16.0%, Due 12/09) |
|
|
7,553 |
|
|
|
7,533 |
|
|
|
7,533 |
|
|
(Consumer Products)
|
|
Preferred Stock (500 shares) |
|
|
|
|
|
|
500 |
|
|
|
1,024 |
|
|
|
Common Stock (197 shares) |
|
|
|
|
|
|
13 |
|
|
|
2,300 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Regency Healthcare Group, LLC
|
|
Senior Loan (11.1%, Due 6/12) |
|
|
1,250 |
|
|
|
1,232 |
|
|
|
1,232 |
|
|
(Healthcare Services)
|
|
Unitranche Debt (11.1%, Due 6/12) |
|
|
20,000 |
|
|
|
19,908 |
|
|
|
19,908 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,500 |
|
|
|
1,616 |
|
|
SGT India Private
Limited(4)
|
|
Common Stock (109,524 shares) |
|
|
|
|
|
|
3,944 |
|
|
|
3,346 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC
|
|
Subordinated Debt (11.6%, Due 11/10) |
|
|
18,500 |
|
|
|
17,569 |
|
|
|
17,569 |
|
|
(Healthcare Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,163 |
|
|
|
2,541 |
|
|
Universal Environmental Services, LLC
|
|
Unitranche Debt (14.5%, Due 2/09) |
|
|
10,989 |
|
|
|
10,962 |
|
|
|
10,211 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
1,795 |
|
|
|
|
|
|
Total
companies 5% to 25% owned |
|
|
|
|
|
$ |
438,560 |
|
|
$ |
449,813 |
|
|
Companies Less Than 5% Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3SI Security Systems, Inc.
|
|
Subordinated Debt (14.5%, Due 8/13) |
|
$ |
26,857 |
|
|
$ |
26,740 |
|
|
$ |
26,740 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AgData, L.P.
|
|
Unitranche Debt (10.3%, Due 7/12) |
|
|
11,330 |
|
|
|
11,269 |
|
|
|
11,269 |
|
|
(Consumer Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony, Inc.
|
|
Subordinated Debt (13.3%, Due 8/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Industrial Products)
|
|
9/12) |
|
|
14,818 |
|
|
|
14,768 |
|
|
|
14,768 |
|
|
Axium Healthcare Pharmacy, Inc.
|
|
Senior Loan (12.0%, Due 12/12) |
|
|
200 |
|
|
|
161 |
|
|
|
161 |
|
|
(Healthcare Services)
|
|
Unitranche Debt (12.0%, Due 12/12) |
|
|
9,000 |
|
|
|
8,956 |
|
|
|
8,956 |
|
|
|
|
Common Stock (26,500 shares) |
|
|
|
|
|
|
2,650 |
|
|
|
2,650 |
|
|
Baird Capital Partners IV Limited
Partnership(5)
(Private Equity Fund)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
876 |
|
|
|
876 |
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
The accompanying notes are an integral part of these
consolidated financial statements.
19
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Bantek West, Inc.
|
|
Subordinated Debt (11.6%, Due
1/11)(6) |
|
$ |
30,000 |
|
|
$ |
30,000 |
|
|
$ |
21,463 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benchmark Medical, Inc.
|
|
Warrants |
|
|
|
|
|
|
18 |
|
|
|
|
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BenefitMall, Inc.
|
|
Unitranche Debt (13.3%, Due 8/12) |
|
|
110,030 |
|
|
|
109,648 |
|
|
|
109,648 |
|
|
(Business Services)
|
|
Common Stock (45,528,000
shares)(11) |
|
|
|
|
|
|
45,528 |
|
|
|
43,578 |
|
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letters of Credit ($9,981) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Breeze-Eastern
Corporation(3)
|
|
Senior Loan (10.1%, Due 5/11) |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
10,000 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadcast Electronics, Inc.
|
|
Senior Loan (9.1%, Due 7/12) |
|
|
4,963 |
|
|
|
4,930 |
|
|
|
4,930 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C&K Market, Inc.
|
|
Subordinated Debt (14.0%, Due 12/08) |
|
|
27,819 |
|
|
|
27,738 |
|
|
|
27,738 |
|
|
(Retail)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDO Fund I,
Ltd.(4)(9)
|
|
Class C Notes (12.9%, Due 12/13) |
|
|
18,800 |
|
|
|
18,951 |
|
|
|
18,951 |
|
|
(Senior Debt Fund)
|
|
Class D Notes (17.0%, Due 12/13) |
|
|
9,400 |
|
|
|
9,476 |
|
|
|
9,476 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund III, Ltd.
(4)(9)
(Senior Debt Fund) |
|
Preferred Shares (23,600,000 shares, 12.7%)
(12) |
|
|
|
|
|
|
23,285 |
|
|
|
23,010 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund IV,
Ltd.(4)(9)
|
|
Income Notes
(13.8%)(12) |
|
|
|
|
|
|
12,986 |
|
|
|
12,986 |
|
|
(Senior Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund V, Ltd.
(4)(9)
|
|
Income Notes
(15.8%)(12) |
|
|
|
|
|
|
13,769 |
|
|
|
13,769 |
|
|
(Senior Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus MAPS CLO Fund I
LLC(9)
|
|
Class E Notes (10.9%, Due 12/17) |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
17,155 |
|
|
(Senior Debt Fund)
|
|
Income Notes
(15.9%)(12) |
|
|
|
|
|
|
50,960 |
|
|
|
47,421 |
|
|
Camden Partners Strategic Fund II,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,141 |
|
|
|
2,873 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Wide Plank Floors, Inc.
|
|
Unitranche Debt (10.5%, Due 6/11) |
|
|
14,000 |
|
|
|
13,900 |
|
|
|
13,900 |
|
|
(Consumer Products)
|
|
Preferred Stock (400,000 Shares) |
|
|
|
|
|
|
400 |
|
|
|
400 |
|
|
Catterton Partners V,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
3,306 |
|
|
|
3,412 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Catterton Partners VI,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
531 |
|
|
|
531 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Centre Capital Investors IV,
LP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,991 |
|
|
|
1,889 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
(9)
|
|
The fund is managed by Callidus Capital, a portfolio company of
Allied Capital. |
(11)
|
|
Common stock is non-voting. In addition to non-voting stock
ownership, the Company has an option to acquire a majority of
the voting securities of the portfolio company at fair market
value. |
(12)
|
|
Represents the effective yield earned on these preferred equity
investments. The yield is included in interest income from
companies less than 5% owned in the consolidated statement of
operations. |
The accompanying notes are an integral part of these
consolidated financial statements.
20
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Commercial Credit Group, Inc.
|
|
Subordinated Debt (14.8%, Due 2/11) |
|
$ |
5,000 |
|
|
$ |
4,959 |
|
|
$ |
4,959 |
|
|
(Financial Services)
|
|
Preferred Stock (32,500 shares) |
|
|
|
|
|
|
3,900 |
|
|
|
3,900 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Community Education Centers, Inc.
|
|
Subordinated Debt (16.0%, Due 12/10) |
|
|
34,158 |
|
|
|
34,067 |
|
|
|
34,067 |
|
|
(Education Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compass Group Diversified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holdings
LLC(3)
|
|
Senior Loan (8.4%, Due 11/11) |
|
|
8,500 |
|
|
|
8,375 |
|
|
|
8,375 |
|
|
(Financial Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component Hardware Group, Inc.
|
|
Subordinated Debt (13.5%, Due 1/13) |
|
|
18,158 |
|
|
|
18,075 |
|
|
|
18,075 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cook Inlet Alternative Risk, LLC
|
|
Unitranche Debt (10.0%, Due 4/12) |
|
|
67,500 |
|
|
|
67,146 |
|
|
|
67,146 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,000 |
|
|
|
2,300 |
|
|
Cortec Group Fund IV,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,137 |
|
|
|
1,137 |
|
|
(Private Equity)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CSAV, Inc.
|
|
Subordinated Debt (11.9%, Due 6/13) |
|
|
37,500 |
|
|
|
37,500 |
|
|
|
37,500 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DCWV Acquisition Corporation
|
|
Senior Loan (8.9%, Due 7/12) |
|
|
2,074 |
|
|
|
2,060 |
|
|
|
2,060 |
|
|
(Consumer Products)
|
|
Unitranche Debt (11.0%, Due 7/12) |
|
|
16,788 |
|
|
|
16,694 |
|
|
|
16,694 |
|
|
Deluxe Entertainment Services Group, Inc.
|
|
Subordinated Debt (13.6%, Due 7/11) |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
30,000 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distant Lands Trading Co.
|
|
Senior Loan (10.6%, Due 11/11) |
|
|
2,700 |
|
|
|
2,656 |
|
|
|
2,656 |
|
|
(Consumer Products)
|
|
Unitranche Debt (11.0%, Due 11/11) |
|
|
54,375 |
|
|
|
54,130 |
|
|
|
54,130 |
|
|
|
|
Common Stock (4,000 shares) |
|
|
|
|
|
|
4,000 |
|
|
|
2,975 |
|
|
Drilltec Patents & Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company, Inc.
|
|
Subordinated Debt (18.0%, Due 8/06) |
|
|
4,119 |
|
|
|
4,119 |
|
|
|
4,119 |
|
|
(Energy Services)
|
|
Subordinated Debt (16.5%, Due
8/06)(6) |
|
|
10,994 |
|
|
|
10,918 |
|
|
|
9,121 |
|
|
Driven Brands, Inc.
|
|
Senior Loan (8.9%, Due 6/11) |
|
|
37,070 |
|
|
|
36,918 |
|
|
|
36,918 |
|
|
d/b/a Meineke and Econo Lube
|
|
Subordinated Debt (12.1%, Due 6/12 6/13) |
|
|
83,000 |
|
|
|
82,684 |
|
|
|
82,684 |
|
|
(Consumer Services)
|
|
Common Stock (11,675,331
shares)(11) |
|
|
|
|
|
|
29,455 |
|
|
|
19,702 |
|
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital VideoStream, LLC
|
|
Unitranche Debt (11.0%, Due 2/12) |
|
|
19,127 |
|
|
|
19,021 |
|
|
|
19,021 |
|
|
(Business Services)
|
|
Convertible Subordinated Debt
(10.0%, Due 2/16) |
|
|
3,730 |
|
|
|
3,714 |
|
|
|
3,714 |
|
|
Dynamic India Fund
IV(4)(5)
|
|
Equity Interests |
|
|
|
|
|
|
3,850 |
|
|
|
3,850 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EarthColor, Inc.
|
|
Senior Loan (7.4%, Due 11/11) |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
35,000 |
|
|
(Business Services)
|
|
Subordinated Debt (15.0%, Due 11/13) |
|
|
107,000 |
|
|
|
106,478 |
|
|
|
106,478 |
|
|
|
Common Stock
(53,540 shares)(11) |
|
|
|
|
|
|
53,540 |
|
|
|
53,540 |
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
eCentury Capital Partners,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
6,274 |
|
|
|
2,090 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
|
(11) |
|
|
Common stock is non-voting. In addition to non-voting stock
ownership, the Company has an option to acquire a majority of
the voting securities of the portfolio company at fair market
value. |
The accompanying notes are an integral part of these
consolidated financial statements.
21
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Elexis Beta
GmbH(4)
|
|
Options |
|
|
|
|
|
$ |
426 |
|
|
$ |
50 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farleys & Sathers Candy Company, Inc.
|
|
Subordinated Debt (11.4%, Due 3/11) |
|
$ |
20,000 |
|
|
|
19,931 |
|
|
|
19,931 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frozen Specialties, Inc.
|
|
Warrants |
|
|
|
|
|
|
435 |
|
|
|
320 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Garden Ridge Corporation
(Retail)
|
|
Subordinated Debt (7.0%, Due
5/12)(6) |
|
|
22,500 |
|
|
|
22,500 |
|
|
|
22,500 |
|
|
Geotrace Technologies, Inc.
|
|
Subordinated Debt (10.0%, Due 6/09) |
|
|
23,945 |
|
|
|
22,481 |
|
|
|
22,481 |
|
|
(Energy Services)
|
|
Warrants |
|
|
|
|
|
|
2,350 |
|
|
|
1,900 |
|
|
Ginsey Industries, Inc.
|
|
Subordinated Debt (12.5%, Due 3/07) |
|
|
2,743 |
|
|
|
2,743 |
|
|
|
2,743 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Broadcasting Systems II
|
|
Subordinated Debt (5.0%, Due 6/11) |
|
|
3,005 |
|
|
|
3,005 |
|
|
|
3,005 |
|
|
(Broadcasting & Cable)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grotech Partners, VI,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
8,223 |
|
|
|
6,088 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Havco Wood Products LLC
|
|
Unitranche Debt (11.1%, Due 8/11) |
|
|
19,654 |
|
|
|
18,615 |
|
|
|
18,615 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,049 |
|
|
|
3,000 |
|
|
Haven Eldercare of New England,
LLC(10)
|
|
Subordinated Debt (12.0%, Due 8/09) |
|
|
2,827 |
|
|
|
2,827 |
|
|
|
2,827 |
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Haven Healthcare Management,
LLC(10)
|
|
Subordinated Debt (18.0%, Due 4/07) |
|
|
140 |
|
|
|
140 |
|
|
|
140 |
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HealthASPex Services Inc.
|
|
Senior Loan (4.0%, Due 7/08) |
|
|
500 |
|
|
|
500 |
|
|
|
500 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Hillman Companies,
Inc.(3)
|
|
Subordinated Debt (10.0%, Due 9/11) |
|
|
44,580 |
|
|
|
44,427 |
|
|
|
44,427 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Homax Group, Inc.
|
|
Senior Loan (9.2%, Due 10/12) |
|
|
12,485 |
|
|
|
12,485 |
|
|
|
12,485 |
|
|
(Consumer Products)
|
|
Subordinated Debt (12.0%, Due 4/14) |
|
|
14,000 |
|
|
|
13,171 |
|
|
|
13,171 |
|
|
|
|
Preferred Stock (89 shares) |
|
|
|
|
|
|
89 |
|
|
|
89 |
|
|
|
|
Common Stock (28 shares) |
|
|
|
|
|
|
6 |
|
|
|
6 |
|
|
|
|
Warrants |
|
|
|
|
|
|
1,106 |
|
|
|
1,106 |
|
|
Hot Stuff Foods, LLC
|
|
Senior Loan (8.9%, Due 2/11-2/12) |
|
|
48,580 |
|
|
|
48,351 |
|
|
|
48,351 |
|
|
(Consumer Products)
|
|
Subordinated Debt (13.7%, Due 8/12 2/13) |
|
|
60,606 |
|
|
|
60,353 |
|
|
|
60,353 |
|
|
|
|
Subordinated Debt (16.0%, Due
2/13)(6) |
|
|
20,841 |
|
|
|
20,749 |
|
|
|
8,460 |
|
|
|
|
Common Stock
(1,122,452 shares)(11) |
|
|
|
|
|
|
56,186 |
|
|
|
|
|
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ideal Snacks Corporation
|
|
Senior Loan (9.0%, Due 6/10) |
|
|
5,850 |
|
|
|
5,815 |
|
|
|
5,815 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integrity Interactive Corporation
|
|
Unitranche Debt (10.5%, Due 2/12) |
|
|
29,500 |
|
|
|
29,314 |
|
|
|
29,314 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Fiber Corporation
|
|
Subordinated Debt (14.0%, Due 6/12) |
|
|
21,986 |
|
|
|
21,914 |
|
|
|
21,914 |
|
|
(Industrial Products)
|
|
Preferred Stock (25,000 shares) |
|
|
|
|
|
|
2,500 |
|
|
|
2,200 |
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
|
(10) |
|
|
Haven Eldercare of New England, LLC and Haven Healthcare
Management, LLC are affiliated companies. |
|
(11) |
|
|
Common stock is non-voting. In addition to non-voting stock
ownership, the Company has an option to acquire a majority of
the voting securities of the portfolio company at fair market
value. |
The accompanying notes are an integral part of these
consolidated financial statements.
22
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Kodiak Fund
LP(5)
|
|
Equity Interests |
|
|
|
|
|
$ |
4,700 |
|
|
$ |
4,656 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line-X, Inc.
|
|
Senior Loan (9.1%, Due 8/11) |
|
$ |
2,000 |
|
|
|
1,981 |
|
|
|
1,981 |
|
|
(Consumer Products)
|
|
Unitranche Debt (10.0% Due 8/11) |
|
|
48,509 |
|
|
|
48,306 |
|
|
|
48,306 |
|
|
|
|
Standby Letter of Credit ($1,500) |
|
|
|
|
|
|
|
|
|
|
|
|
|
MedAssets, Inc.
|
|
Preferred Stock (227,865 shares) |
|
|
|
|
|
|
2,049 |
|
|
|
3,623 |
|
|
(Business Services)
|
|
Common Stock (50,000 shares) |
|
|
|
|
|
|
|
|
|
|
250 |
|
|
MHF Logistical Solutions, Inc.
|
|
Subordinated Debt (11.5%, Due 6/12) |
|
|
33,600 |
|
|
|
33,448 |
|
|
|
33,448 |
|
|
(Business Services)
|
|
Subordinated Debt (18.0%, Due
6/13)(6) |
|
|
11,211 |
|
|
|
11,155 |
|
|
|
8,719 |
|
|
|
|
Common Stock (20,934
shares)(11) |
|
|
|
|
|
|
20,942 |
|
|
|
|
|
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Atlantic Venture Fund IV,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
6,974 |
|
|
|
3,221 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mogas Energy, LLC
|
|
Subordinated Debt (9.5%, Due 3/12 4/12) |
|
|
16,336 |
|
|
|
15,100 |
|
|
|
16,318 |
|
|
(Energy Services)
|
|
Warrants |
|
|
|
|
|
|
1,774 |
|
|
|
6,250 |
|
|
Network Hardware Resale, Inc.
|
|
Unitranche Debt (10.5%, Due 12/11) |
|
|
37,154 |
|
|
|
37,357 |
|
|
|
37,357 |
|
|
(Business Services)
|
|
Convertible Subordinated Debt (9.8%, Due 12/15) |
|
|
12,000 |
|
|
|
12,068 |
|
|
|
12,559 |
|
|
Norwesco, Inc.
|
|
Subordinated Debt (12.6%, Due 1/12 7/12) |
|
|
82,486 |
|
|
|
82,172 |
|
|
|
82,172 |
|
|
(Industrial Products)
|
|
Common Stock (559,603
shares)(11) |
|
|
|
|
|
|
38,313 |
|
|
|
83,329 |
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Novak Biddle Venture Partners III,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,834 |
|
|
|
1,947 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oahu Waste Services, Inc.
|
|
Stock Appreciation Rights |
|
|
|
|
|
|
239 |
|
|
|
800 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Odyssey Investment Partners Fund III,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,883 |
|
|
|
1,744 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Palm Coast Data, LLC
|
|
Senior Loan (8.9%, Due 8/10) |
|
|
15,306 |
|
|
|
15,243 |
|
|
|
15,243 |
|
|
(Business Services)
|
|
Subordinated Debt (15.5%, Due 8/12 8/15) |
|
|
30,396 |
|
|
|
30,277 |
|
|
|
30,277 |
|
|
|
|
Common Stock (21,743
shares)(11) |
|
|
|
|
|
|
21,743 |
|
|
|
41,707 |
|
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Passport Health
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications, Inc.
|
|
Subordinated Debt (14.0%, Due 4/12) |
|
|
10,145 |
|
|
|
10,101 |
|
|
|
10,101 |
|
|
(Healthcare Services)
|
|
Preferred Stock (651,381 shares) |
|
|
|
|
|
|
2,000 |
|
|
|
2,189 |
|
|
Performant Financial Corporation
|
|
Common Stock (478,816 shares) |
|
|
|
|
|
|
734 |
|
|
|
|
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
|
(11) |
|
|
Common stock is non-voting. In addition to non-voting stock
ownership, the Company has an option to acquire a majority of
the voting securities of the portfolio company at fair market
value. |
The accompanying notes are an integral part of these
consolidated financial statements.
23
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Postle Aluminum Company, LLC
|
|
Unitranche Debt (11.0%, Due 10/12) |
|
$ |
57,500 |
|
|
$ |
57,189 |
|
|
$ |
57,189 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
2,500 |
|
|
|
2,500 |
|
|
Pro Mach, Inc.
|
|
Subordinated Debt (12.5%, Due 6/12) |
|
|
14,471 |
|
|
|
14,402 |
|
|
|
14,402 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,500 |
|
|
|
2,200 |
|
|
Promo Works, LLC
|
|
Unitranche Debt (10.3%, Due 12/11) |
|
|
31,000 |
|
|
|
30,727 |
|
|
|
30,727 |
|
|
(Business Services)
|
|
Guaranty ($1,200) |
|
|
|
|
|
|
|
|
|
|
|
|
|
S.B. Restaurant Company
|
|
Unitranche Debt (9.8%, Due 4/11) |
|
|
41,501 |
|
|
|
41,094 |
|
|
|
41,094 |
|
|
(Retail)
|
|
Preferred Stock (54,125 shares) |
|
|
|
|
|
|
135 |
|
|
|
135 |
|
|
|
Warrants |
|
|
|
|
|
|
619 |
|
|
|
1,200 |
|
|
|
Standby Letters of Credit ($2,611) |
|
|
|
|
|
|
|
|
|
|
|
|
|
SBBUT, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Center Metals, LLC
|
|
Subordinated Debt (15.5%, Due 9/11) |
|
|
5,000 |
|
|
|
4,976 |
|
|
|
4,976 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
312 |
|
|
|
318 |
|
|
Soff-Cut Holdings, Inc.
|
|
Preferred Stock (300 shares) |
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
(Industrial Products)
|
|
Common Stock (2,000 shares) |
|
|
|
|
|
|
200 |
|
|
|
180 |
|
|
SPP Mezzanine Funding,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,551 |
|
|
|
2,825 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPP Mezzanine Funding II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
326 |
|
|
|
326 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stag-Parkway, Inc.
|
|
Unitranche Debt (10.8%, Due 7/12) |
|
|
63,000 |
|
|
|
62,711 |
|
|
|
62,711 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STS Operating, Inc.
|
|
Subordinated Debt (15.0%, Due 1/13) |
|
|
30,156 |
|
|
|
30,021 |
|
|
|
30,021 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Step2 Company, LLC
|
|
Unitranche Debt (10.5%, Due 4/12) |
|
|
67,898 |
|
|
|
67,457 |
|
|
|
67,457 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
2,000 |
|
|
|
1,763 |
|
|
Tradesmen International, Inc.
|
|
Subordinated Debt (12.0%, Due 12/09) |
|
|
15,000 |
|
|
|
14,468 |
|
|
|
14,468 |
|
|
(Business Services)
|
|
Warrants |
|
|
|
|
|
|
710 |
|
|
|
3,300 |
|
|
TransAmerican Auto Parts, LLC
|
|
Subordinated Debt (14.0%, Due 11/12) |
|
|
12,947 |
|
|
|
12,892 |
|
|
|
12,892 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,190 |
|
|
|
747 |
|
|
Universal Air Filter Company
|
|
Unitranche Debt (11.0%, Due 11/11) |
|
|
19,117 |
|
|
|
19,026 |
|
|
|
19,026 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Updata Venture Partners II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
5,477 |
|
|
|
5,158 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venturehouse-Cibernet Investors, LLC
|
|
Equity Interest |
|
|
|
|
|
|
42 |
|
|
|
42 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venturehouse Group,
LLC(5)
|
|
Equity Interest |
|
|
|
|
|
|
598 |
|
|
|
365 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VICORP Restaurants, Inc.
|
|
Warrants |
|
|
|
|
|
|
33 |
|
|
|
|
|
|
(Retail)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
The accompanying notes are an integral part of these
consolidated financial statements.
24
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Walker Investment Fund II,
LLLP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
$ |
1,329 |
|
|
$ |
458 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wear Me Apparel Corporation
|
|
Subordinated Debt (15.0%, Due 12/10) |
|
$ |
40,000 |
|
|
|
39,407 |
|
|
|
39,407 |
|
|
(Consumer Products)
|
|
Warrants |
|
|
|
|
|
|
1,219 |
|
|
|
5,120 |
|
|
Wilton Industries, Inc.
|
|
Subordinated Debt (16.0%, Due 6/08) |
|
|
2,400 |
|
|
|
2,400 |
|
|
|
2,400 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Woodstream Corporation
|
|
Subordinated Debt (13.5%, Due 11/12 5/13) |
|
|
53,114 |
|
|
|
52,989 |
|
|
|
52,989 |
|
|
(Consumer Products)
|
|
Common Stock (180 shares) |
|
|
|
|
|
|
673 |
|
|
|
3,885 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
2,815 |
|
|
York Insurance Services Group, Inc.
|
|
Subordinated Debt (14.5%, Due 1/14) |
|
|
44,249 |
|
|
|
44,045 |
|
|
|
44,045 |
|
|
(Business Services)
|
|
Common Stock (15,000 shares) |
|
|
|
|
|
|
1,500 |
|
|
|
1,500 |
|
|
Other companies
|
|
Other debt
investments(6) |
|
|
223 |
|
|
|
223 |
|
|
|
218 |
|
|
|
Other equity investments |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
Total
companies less than 5% owned |
|
|
|
|
|
$ |
2,479,981 |
|
|
$ |
2,437,908 |
|
|
Total
private finance (145 portfolio companies) |
|
|
|
|
|
$ |
4,497,363 |
|
|
$ |
4,377,901 |
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
The accompanying notes are an integral part of these
consolidated financial statements.
25
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
Commercial Real Estate Finance
|
|
|
|
|
|
|
|
|
(in thousands, except number of loans)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
|
|
Interest | |
|
Number of | |
|
| |
|
|
Rate Ranges | |
|
Loans | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Commercial Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up to 6.99% |
|
|
|
3 |
|
|
$ |
20,470 |
|
|
$ |
19,692 |
|
|
|
|
7.00%8.99% |
|
|
|
9 |
|
|
|
24,092 |
|
|
|
24,073 |
|
|
|
|
9.00%10.99% |
|
|
|
4 |
|
|
|
24,117 |
|
|
|
24,117 |
|
|
|
15.00% and above |
|
|
2 |
|
|
|
3,970 |
|
|
|
3,970 |
|
|
|
Total commercial mortgage
loans(13)
|
|
|
|
|
|
|
18 |
|
|
$ |
72,649 |
|
|
$ |
71,852 |
|
|
Real Estate Owned
|
|
|
|
|
|
|
|
|
|
$ |
15,708 |
|
|
$ |
19,660 |
|
|
Equity
Interests(2)
Companies more than 25% owned
(Guarantees $6,871) |
|
|
|
|
|
$ |
15,189 |
|
|
$ |
26,671 |
|
|
|
Total commercial real estate finance
|
|
|
|
|
|
|
|
|
|
$ |
103,546 |
|
|
$ |
118,183 |
|
|
Total portfolio
|
|
|
|
|
|
|
|
|
|
$ |
4,600,909 |
|
|
$ |
4,496,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yield | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
Liquidity Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Beacon Money Market Select FD
Fund(14)
|
|
|
5.3% |
|
|
$ |
85,672 |
|
|
$ |
85,672 |
|
|
Certificate of Deposit (Due March
2007)(14)
|
|
|
5.6% |
|
|
|
40,565 |
|
|
|
40,565 |
|
|
American Beacon Money Market
Fund(14)
|
|
|
5.2% |
|
|
|
40,384 |
|
|
|
40,384 |
|
|
SEI Daily Income Tr Prime Obligation
Fund(14)
|
|
|
5.2% |
|
|
|
34,671 |
|
|
|
34,671 |
|
|
Blackrock Liquidity
Funds(14)
|
|
|
5.2% |
|
|
|
476 |
|
|
|
476 |
|
|
|
|
Total liquidity portfolio
|
|
|
|
|
|
$ |
201,768 |
|
|
$ |
201,768 |
|
|
Other Investments in Money Market
Securities(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbia Treasury Reserves Money Market Fund
|
|
|
5.2% |
|
|
$ |
441 |
|
|
$ |
441 |
|
|
Columbia Money Market Reserves
|
|
|
5.2% |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Interest
rates represent the weighted average annual stated interest rate
on loans and debt securities, which are presented by nature of
indebtedness
for a
single issuer. The maturity dates represent the earliest and the
latest maturity dates. |
(2) Common
stock, preferred stock, warrants, options, and equity interests
are generally non-income producing and restricted. |
(3) Public
company. |
(4) Non-U.S. company
or principal place of business outside the U.S. |
(5) Non-registered
investment company. |
(13) Commercial
mortgage loans totaling $18.9 million at value were on
non-accrual status and therefore were considered non-income
producing. |
(14) Included
in investments in money market and other securities on the
accompanying Consolidated Balance Sheet. |
The accompanying notes are an integral part of these
consolidated financial statements.
26
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information at and for the three months ended March 31,
2007 and 2006 is unaudited)
Note 1. Organization
Allied Capital Corporation, a Maryland corporation, is a
closed-end, non-diversified management investment company that
has elected to be regulated as a business development company
(BDC) under the Investment Company Act of 1940
(1940 Act). Allied Capital Corporation
(ACC) has a real estate investment trust subsidiary,
Allied Capital REIT, Inc. (Allied REIT), and several
subsidiaries that are single member limited liability companies
established for specific purposes including holding real estate
properties. ACC also has a subsidiary, A.C. Corporation
(AC Corp), that generally provides diligence and
structuring services, as well as transaction, management,
consulting, and other services, including underwriting and
arranging senior loans, to the Company and its portfolio
companies.
ACC and its subsidiaries, collectively, are referred to as the
Company. The Company consolidates the results of its
subsidiaries for financial reporting purposes.
Pursuant to Article 6 of
Regulation S-X,
the financial results of the Companys portfolio
investments are not consolidated in the Companys financial
statements. Portfolio investments are held for purposes of
deriving investment income and future capital gains.
The investment objective of the Company is to achieve current
income and capital gains. In order to achieve this objective,
the Company has primarily invested in debt and equity securities
of private companies in a variety of industries.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of
ACC and its subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation. Certain
reclassifications have been made to the 2006 balances to conform
with the 2007 financial statement presentation.
The accompanying unaudited consolidated financial statements of
the Company have been prepared in accordance with U.S. generally
accepted accounting principles (GAAP) for interim
financial information. Accordingly, they do not include all of
the information and footnotes required by GAAP for complete
consolidated financial statements. In the opinion of management,
the unaudited consolidated financial results of the Company
included herein contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the
financial position of the Company as of March 31, 2007, the
results of operations for the three months ended March 31,
2007 and 2006, and changes in net assets and cash flows for the
three months ended March 31, 2007 and 2006. The results of
operations for the three months ended March 31, 2007, are
not necessarily indicative of the operating results to be
expected for the full year.
The private finance portfolio and the interest and related
portfolio income and net realized gains (losses) on the private
finance portfolio are presented in three categories: companies
more than 25% owned, which represent portfolio companies where
the Company directly or indirectly owns more than 25% of the
outstanding voting securities of such portfolio company and,
therefore, are deemed controlled by the Company under the 1940
Act; companies owned 5% to 25%, which represent portfolio
companies where the Company directly or indirectly owns 5% to
25% of the outstanding voting securities of such portfolio
company or where the Company holds one or more seats on the
27
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
portfolio companys board of directors and, therefore, are
deemed to be an affiliated person under the 1940 Act; and
companies less than 5% owned which represent portfolio companies
where the Company directly or indirectly owns less than 5% of
the outstanding voting securities of such portfolio company and
where the Company has no other affiliations with such portfolio
company. The interest and related portfolio income and net
realized gains (losses) from the commercial real estate finance
portfolio and other sources are included in the companies less
than 5% owned category on the consolidated statement of
operations.
In the ordinary course of business, the Company enters into
transactions with portfolio companies that may be considered
related party transactions.
|
|
|
Valuation of Portfolio Investments |
The Company, as a BDC, has invested in illiquid securities
including debt and equity securities of companies and CDO and
CLO bonds and preferred shares/income notes. The Companys
investments may be subject to certain restrictions on resale and
generally have no established trading market. The Company values
substantially all of its investments at fair value as determined
in good faith by the Board of Directors in accordance with the
Companys valuation policy. The Company determines fair
value to be the amount for which an investment could be
exchanged in an orderly disposition over a reasonable period of
time between willing parties other than in a forced or
liquidation sale. The Companys valuation policy considers
the fact that no ready market exists for substantially all of
the securities in which it invests. The Companys valuation
policy is intended to provide a consistent basis for determining
the fair value of the portfolio. The Company will record
unrealized depreciation on investments when it believes that an
investment has become impaired, including where collection of a
loan or realization of an equity security is doubtful, or when
the enterprise value of the portfolio company does not currently
support the cost of the Companys debt or equity
investments. Enterprise value means the entire value of the
company to a potential buyer, including the sum of the values of
debt and equity securities used to capitalize the enterprise at
a point in time. The Company will record unrealized appreciation
if it believes that the underlying portfolio company has
appreciated in value and/or the Companys equity security
has also appreciated in value. The value of investments in
publicly traded securities is determined using quoted market
prices discounted for restrictions on resale, if any.
|
|
|
Loans and Debt Securities |
For loans and debt securities, fair value generally approximates
cost unless the borrowers enterprise value, overall
financial condition or other factors lead to a determination of
fair value at a different amount. The value of loan and debt
securities may be greater than the Companys cost basis if
the amount that would be repaid on the loan or debt security
upon the sale of the portfolio company is greater than the
Companys cost basis.
When the Company receives nominal cost warrants or free equity
securities (nominal cost equity), the Company
allocates its cost basis in its investment between its debt
securities and its nominal cost equity at the time of
origination. At that time, the original issue discount basis of
the nominal cost equity is recorded by increasing the cost basis
in the equity and decreasing the cost basis in the related debt
securities.
28
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
Interest income is recorded on an accrual basis to the extent
that such amounts are expected to be collected. For loans and
debt securities with contractual payment-in-kind interest, which
represents contractual interest accrued and added to the loan
balance that generally becomes due at maturity, the Company will
not accrue payment-in-kind interest if the portfolio company
valuation indicates that the payment-in-kind interest is not
collectible. In general, interest is not accrued on loans and
debt securities if the Company has doubt about interest
collection or where the enterprise value of the portfolio
company may not support further accrual. Loans in workout status
do not accrue interest. In addition, interest may not accrue on
loans or debt securities to portfolio companies that are more
than 50% owned by the Company depending on such companys
capital requirements. Loan origination fees, original issue
discount, and market discount are capitalized and then amortized
into interest income using a method that approximates the
effective interest method. Upon the prepayment of a loan or debt
security, any unamortized loan origination fees are recorded as
interest income and any unamortized original issue discount or
market discount is recorded as a realized gain. Prepayment
premiums are recorded on loans and debt securities when received.
The weighted average yield on loans and debt securities is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total loans and debt securities at value. The weighted
average yield is computed as of the balance sheet date.
The Companys equity securities in portfolio companies for
which there is no liquid public market are valued at fair value
based on the enterprise value of the portfolio company, which is
determined using various factors, including cash flow from
operations of the portfolio company, multiples at which private
companies are bought and sold, and other pertinent factors, such
as recent offers to purchase a portfolio company, recent
transactions involving the purchase or sale of the portfolio
companys equity securities, liquidation events, or other
events. The determined equity values are generally discounted
when the company has a minority ownership position, restrictions
on resale, specific concerns about the receptivity of the
capital markets to a specific company at a certain time, or
other factors.
The value of the Companys equity securities in public
companies for which market quotations are readily available is
based on the closing public market price on the balance sheet
date. Securities that carry certain restrictions on sale are
typically valued at a discount from the public market value of
the security.
Dividend income on preferred equity securities is recorded as
dividend income on an accrual basis to the extent that such
amounts are expected to be collected and to the extent that the
Company has the option to receive the dividend in cash. Dividend
income on common equity securities is recorded on the record
date for private companies or on the ex-dividend date for
publicly traded companies.
29
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
Collateralized Debt
Obligations (CDO) and Collateralized Loan
Obligations (CLO)
CDO and CLO bonds and preferred shares/ income notes (CDO/
CLO Assets) are carried at fair value, which is based on a
discounted cash flow model that utilizes prepayment,
re-investment and loss assumptions based on historical
experience and projected performance, economic factors, the
characteristics of the underlying cash flow, and comparable
yields for similar bonds and preferred shares/income notes, when
available. The Company recognizes unrealized appreciation or
depreciation on its CDO/ CLO Assets as comparable yields in the
market change and/or based on changes in estimated cash flows
resulting from changes in prepayment, re-investment or loss
assumptions in the underlying collateral pool. The Company
determines the fair value of its CDO/CLO Assets on an individual
security-by-security basis.
The Company recognizes interest income on the preferred
shares/income notes using the effective interest method, based
on the anticipated yield and the estimated cash flows over the
projected life of the investment. Yields are revised when there
are changes in actual or estimated cash flows due to changes in
prepayments and/or re-investments, credit losses or asset
pricing. Changes in estimated yield are recognized as an
adjustment to the estimated yield over the remaining life of the
preferred share/income note from the date the estimated yield
was changed. CDO and CLO bonds have stated interest rates.
|
|
|
Net Realized Gains or Losses and Net Change in Unrealized
Appreciation or Depreciation |
Realized gains or losses are measured by the difference between
the net proceeds from the repayment or sale and the cost basis
of the investment without regard to unrealized appreciation or
depreciation previously recognized, and include investments
charged off during the period, net of recoveries. Net change in
unrealized appreciation or depreciation primarily reflects the
change in portfolio investment values during the reporting
period, including the reversal of previously recorded unrealized
appreciation or depreciation when gains or losses are realized.
Net change in unrealized appreciation or depreciation also
reflects the change in the value of U.S. Treasury bills and
deposits of proceeds from sales of borrowed Treasury securities,
and depreciation on accrued interest and dividends receivable
and other assets where collection is doubtful.
Fee income includes fees for loan prepayment premiums,
guarantees, commitments, and services rendered by the Company to
portfolio companies and other third parties such as diligence,
structuring, transaction services, management and consulting
services, and other services. Loan prepayment premiums are
recognized at the time of prepayment. Guaranty and commitment
fees are generally recognized as income over the related period
of the guaranty or commitment, respectively. Diligence,
structuring, and transaction services fees are generally
recognized as income when services are rendered or when the
related transactions are completed. Management, consulting and
other services fees are generally recognized as income as the
services are rendered.
30
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
Guarantees meeting the characteristics described in FASB
Interpretation No. 45, Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (the
Interpretation) and issued or modified after
December 31, 2002, are recognized at fair value at
inception. Guarantees made on behalf of portfolio companies are
considered in determining the fair value of the Companys
investments. See Note 5.
Debt financing costs are based on actual costs incurred in
obtaining debt financing and are deferred and amortized as part
of interest expense over the term of the related debt instrument
using a method that approximates the effective interest method.
Costs associated with the issuance of common stock, such as
underwriting, accounting and legal fees, and printing costs are
recorded as a reduction to the proceeds from the sale of common
stock.
|
|
|
Dividends to Shareholders |
Dividends to shareholders are recorded on the record date.
The Company has a stock-based employee compensation plan. See
Note 9. Effective January 1, 2006, the Company adopted
the provisions of FASB Statement No. 123 (Revised 2004),
Share-Based Payment (the Statement). The
Statement was adopted using the modified prospective method of
application, which required the Company to recognize
compensation costs on a prospective basis beginning
January 1, 2006. Accordingly, the Company did not restate
prior year financial statements. Under this method, the
unamortized cost of previously awarded options that were
unvested as of January 1, 2006, is recognized over the
remaining service period in the statement of operations
beginning in 2006, using the fair value amounts determined for
pro forma disclosure under Statement No. 123. With respect
to options granted on or after January 1, 2006,
compensation cost based on estimated grant date fair value is
recognized over the related service period in the statement of
operations. The stock option expense for the three months ended
March 31, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions, except per share amounts) |
|
| |
|
| |
Employee Stock Option Expense:
|
|
|
|
|
|
|
|
|
|
Previously awarded, unvested options as of January 1, 2006
|
|
$ |
3.2 |
|
|
$ |
3.4 |
|
|
Options granted on or after January 1, 2006
|
|
|
0.5 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
Total employee stock option expense
|
|
$ |
3.7 |
|
|
$ |
3.6 |
|
|
|
|
|
|
|
|
|
|
Per basic share
|
|
$ |
0.02 |
|
|
$ |
0.03 |
|
|
|
Per diluted share
|
|
$ |
0.02 |
|
|
$ |
0.03 |
|
31
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
The stock option expense shown in the table above was based on
the underlying value of the options granted by the Company. The
fair value of each option grant was estimated on the date of
grant using the Black-Scholes option pricing model and expensed
over the vesting period. The following weighted average
assumptions were used to calculate the fair value of options
granted during the three months ended March 31, 2007, and
2006:
|
|
|
|
|
|
|
|
|
|
|
2007(1) | |
|
2006 | |
|
|
| |
|
| |
Expected term (in years)
|
|
|
|
|
|
|
5.0 |
|
Risk-free interest rate
|
|
|
|
% |
|
|
4.3 |
% |
Expected volatility
|
|
|
|
% |
|
|
29.6 |
% |
Dividend yield
|
|
|
|
% |
|
|
9.0 |
% |
Weighted average fair value per option
|
|
$ |
|
|
|
$ |
3.35 |
|
|
|
|
|
(1) |
The Company did not grant any options during the three months
ended March 31, 2007. |
The expected term of the options granted represents the period
of time that such options are expected to be outstanding. To
determine the expected term of the options, the Company used
historical data to estimate option exercise time frames,
including considering employee terminations. The risk free rate
was based on the U.S. Treasury bond yield curve at the date of
grant. Expected volatilities were determined based on the
historical volatility of the Companys common stock over a
historical time period consistent with the expected term. The
dividend yield was determined based on the Companys
historical dividend yield over a historical time period
consistent with the expected term.
To determine the stock options expense, the calculated fair
value of the options granted is applied to the options granted,
net of assumed future option forfeitures. The Company estimates
that the employee-related stock option expense under the
Statement that will be recorded in the Companys statement
of operations will be approximately $11.8 million,
$4.0 million, and $0.1 million for the years ended
December 31, 2007, 2008, and 2009, respectively, which
includes approximately $1.9 million, $1.0 million, and
$0.1 million, respectively, related to options granted
since adoption of the Statement (January 1, 2006). This
estimate may change if the Companys assumptions related to
future option forfeitures change. This estimate does not include
any expense related to future stock option grants as the fair
value of those stock options will be determined at the time of
grant. The aggregate total stock option expense remaining as of
March 31, 2007, is expected to be recognized over an
estimated weighted-average period of 1.0 years.
|
|
|
Federal and State Income Taxes and Excise Tax |
The Company intends to comply with the requirements of the
Internal Revenue Code (Code) that are applicable to
regulated investment companies (RIC) and real estate
investment trusts (REIT). ACC and any subsidiaries
that qualify as a RIC or a REIT intend to distribute or retain
through a deemed distribution all of their annual taxable income
to shareholders; therefore, the Company has made no provision
for income taxes exclusive of excise taxes for these entities.
32
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
If the Company does not distribute at least 98% of its annual
taxable income in the year earned, the Company will generally be
required to pay an excise tax equal to 4% of the amount by which
98% of the Companys annual taxable income exceeds the
distributions from such taxable income for the year. To the
extent that the Company determines that its estimated current
year annual taxable income will be in excess of estimated
current year dividend distributions from such taxable income,
the Company accrues excise taxes on estimated excess taxable
income as taxable income is earned using an annual effective
excise tax rate. The annual effective excise tax rate is
determined by dividing the estimated annual excise tax by the
estimated annual taxable income.
Income taxes for AC Corp are accounted for under the asset and
liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases
as well as operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
Basic earnings per common share is calculated using the weighted
average number of common shares outstanding for the period
presented. Diluted earnings per common share reflects the
potential dilution that could occur if options to issue common
stock were exercised into common stock. Earnings per share is
computed after subtracting dividends on preferred shares, if any.
|
|
|
Use of Estimates in the Preparation of Financial
Statements |
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates.
The consolidated financial statements include portfolio
investments at value of $4.5 billion at both March 31,
2007, and December 31, 2006. At March 31, 2007, and
December 31, 2006, 90% and 92%, respectively, of the
Companys total assets represented portfolio investments
whose fair values have been determined by the Board of Directors
in good faith in the absence of readily available market values.
Because of the inherent uncertainty of valuation, the Board of
Directors determined values may differ significantly from
the values that would have been used had a ready market existed
for the investments, and the differences could be material.
|
|
|
Recent Accounting
Pronouncements |
In June 2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, which
clarifies the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in
accordance with FASB Statement No. 109, Accounting for
Income Taxes. This interpretation is effective for fiscal
years beginning after December 15, 2006. The adoption of
this interpretation did not have a significant effect on the
Companys consolidated financial position or its results of
operations.
33
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
In September 2006, the FASB issued Statement No. 157,
Fair Value Measurements. This statement defines fair
value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands
disclosures about fair value measurements. This statement is
effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods
within those fiscal years. The Company does not expect the
adoption of this statement to have a significant effect on the
Companys consolidated financial position or its results of
operations.
In February 2007, the FASB issued Statement No. 159, The
Fair Value Option for Financial Assets and Financial
Liabilities Including an Amendment of FASB Statement
No. 115. This statement permits an entity to choose to
measure many financial instruments and certain other items at
fair value. This statement applies to all reporting entities,
and contains financial statement presentation and disclosure
requirements for assets and liabilities reported at fair value
as a consequence of the election. This statement is effective
for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. The Company does not
expect the adoption of this statement to have a significant
effect on the Companys consolidated financial position or
its results of operations.
Note 3. Portfolio
At March 31, 2007, and December 31, 2006, the private
finance portfolio consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Cost | |
|
Value | |
|
Yield(1) | |
|
Cost | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
406.8 |
|
|
$ |
365.0 |
|
|
|
8.4 |
% |
|
$ |
450.0 |
|
|
$ |
405.2 |
|
|
|
8.4 |
% |
|
Unitranche
debt(2)
|
|
|
783.0 |
|
|
|
780.2 |
|
|
|
11.4 |
% |
|
|
800.0 |
|
|
|
799.2 |
|
|
|
11.2 |
% |
|
Subordinated debt
|
|
|
2,036.2 |
|
|
|
1,946.1 |
|
|
|
12.5 |
% |
|
|
2,038.3 |
|
|
|
1,980.8 |
|
|
|
12.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
(3)
|
|
|
3,226.0 |
|
|
|
3,091.3 |
|
|
|
11.7 |
% |
|
|
3,288.3 |
|
|
|
3,185.2 |
|
|
|
11.9 |
% |
Equity securities
|
|
|
1,208.1 |
|
|
|
1,285.0 |
|
|
|
|
|
|
|
1,209.1 |
|
|
|
1,192.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
4,434.1 |
|
|
$ |
4,376.3 |
|
|
|
|
|
|
$ |
4,497.4 |
|
|
$ |
4,377.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average yield on loans and debt securities is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total loans and debt securities at value. At
March 31, 2007, and December 31, 2006, the cost and
value of subordinated debt included the Class A equity
interests in BLX and the guaranteed dividend yield on these
equity interests was included in interest income. During the
fourth quarter of 2006, the Class A equity interests were
placed on non-accrual status. The weighted average yield is
computed as of the balance sheet date. |
|
(2) |
Unitranche debt is a single debt investment that is a blend of
senior and subordinated debt terms. |
|
(3) |
The total principal balance outstanding on loans and debt
securities was $3,258.7 million and $3,322.3 million
at March 31, 2007, and December 31, 2006,
respectively. The difference between principal and cost is
represented by unamortized loan origination fees and costs,
original issue discounts, and market discounts totaling
$32.7 million and $34.0 million at March 31,
2007, and December 31, 2006, respectively. |
34
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
The Companys private finance investment activity
principally involves providing financing through privately
negotiated long-term debt and equity investments. The
Companys private finance debt and equity investments are
generally issued by private companies and are generally illiquid
and may be subject to certain restrictions on resale.
The Companys private finance debt investments are
generally structured as loans and debt securities that carry a
relatively high fixed rate of interest, which may be combined
with equity features, such as conversion privileges, or warrants
or options to purchase a portion of the portfolio companys
equity at a pre-determined strike price, which is generally a
nominal price for warrants or options in a private company. The
annual stated interest rate is only one factor in pricing the
investment relative to the Companys rights and priority in
the portfolio companys capital structure, and will vary
depending on many factors, including if the Company has received
nominal cost equity or other components of investment return,
such as loan origination fees or market discount. The stated
interest rate may include some component of contractual
payment-in-kind interest, which represents contractual interest
accrued and added to the loan balance that generally becomes due
at maturity.
At March 31, 2007, and December 31, 2006, 89% and 86%,
respectively, of the private finance loans and debt securities
had a fixed rate of interest and 11% and 14%, respectively, had
a floating rate of interest. Senior loans generally carry a
floating rate of interest, usually set as a spread over LIBOR,
and generally require payments of both principal and interest
throughout the life of the loan. Senior loans generally have
contractual maturities of three to six years and interest is
generally paid to the Company monthly or quarterly.
Unitranche debt generally carries a fixed rate of interest
and may require payments of both principal and interest
throughout the life of the loan. Unitranche debt generally
has contractual maturities of five to six years and interest is
generally paid to the Company quarterly. Subordinated debt
generally carries a fixed rate of interest generally with
contractual maturities of five to ten years and generally has
interest-only payments in the early years and payments of both
principal and interest in the later years, although maturities
and principal amortization schedules may vary. Interest is
generally paid to the Company quarterly.
Equity securities consist primarily of securities issued by
private companies and may be subject to certain restrictions on
their resale and are generally illiquid. The Company may make
equity investments for minority stakes in portfolio companies or
may receive equity features, such as nominal cost warrants, in
conjunction with its debt investments. The Company may also
invest in the equity (preferred and/or voting or non-voting
common) of a portfolio company where the Companys equity
ownership may represent a significant portion of the equity, but
may or may not represent a controlling interest. If the Company
invests in non-voting equity in a buyout investment, the Company
generally has the option to acquire a controlling stake in the
voting securities of the portfolio company at fair market value.
The Company may incur costs associated with making buyout
investments that will be included in the cost basis of the
Companys equity investment. These include costs such as
legal, accounting and other professional fees associated with
diligence, referral and investment banking fees, and other
costs. Equity securities generally do not produce a current
return, but are held with the potential for investment
appreciation and ultimate gain on sale.
Mercury Air Centers, Inc. At March 31, 2007,
the Companys investment in Mercury Air Centers, Inc.
(Mercury) totaled $84.8 million at cost and
$301.4 million at value, which included unrealized
appreciation of $216.6 million. At December 31, 2006,
the Companys investment in
35
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Mercury totaled $84.3 million at cost and
$244.2 million at value, which included unrealized
appreciation of $159.9 million.
Mercury owns and operates fixed base operations generally under
long-term leases from local airport authorities, which consist
of terminal and hangar complexes that service the needs of the
general aviation community. Mercury is headquartered in Richmond
Heights, OH. The Company completed the purchase of a majority
ownership in Mercury in April 2004.
Total interest and related portfolio income earned from the
Companys investment in Mercury for the three months ended
March 31, 2007, and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
|
Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Interest income
|
|
$ |
2.0 |
|
|
$ |
2.9 |
|
Fees and other income
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
2.1 |
|
|
$ |
3.1 |
|
|
|
|
|
|
|
|
Interest income from Mercury included $0.5 million for both
the three months ended March 31, 2007 and 2006, which was
paid in kind. The interest paid in kind was paid to the Company
through the issuance of additional debt.
Net change in unrealized appreciation or depreciation included a
net increase in unrealized appreciation on the Companys
investment in Mercury of $56.7 million and
$4.7 million for the three months ended March 31, 2007
and 2006, respectively.
In April 2007, the Company signed a definitive agreement to sell
its majority equity interest in Mercury. Based on the definitive
agreement, Mercury is expected to sell for an enterprise value
of approximately $427 million, subject to
pre- and post-closing
adjustments. In connection with the transaction, the Company
expects to be repaid approximately $50 million of
subordinated debt outstanding to Mercury at closing. The
transaction is expected to close in the third quarter of 2007
upon satisfying certain closing conditions, including regulatory
approvals.
Business Loan Express, LLC. BLX originates, sells,
and services primarily real estate secured loans, including real
estate secured conventional small business loans, Small Business
Administrations 7(a) loans and small investment real
estate loans. BLX is headquartered in New York, NY.
The Companys investment in BLX totaled $314.5 million
at cost and $229.9 million at value, which included
unrealized depreciation of $84.6 million, at March 31,
2007, and $295.3 million at cost and $210.7 million at
value, which included unrealized depreciation of
$84.6 million, at December 31, 2006. In the first
quarter of 2007 the Company increased its investment in BLX by
$19.2 million by acquiring additional Class A equity
interests. In addition, in the first quarter of 2007, the chief
executive officer of BLX invested $3.0 million in the form
of Class A equity interests in BLX. The Company agreed to
purchase these interests for cash at fair value in the event
that BLX amends or otherwise restructures its existing senior
credit facility or he is terminated for any reason.
36
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
The purpose of these additional investments was to fund payments
to the SBA discussed below and to provide additional equity to
BLX.
Total interest and related portfolio income earned from the
Companys investment in BLX for the three months ended
March 31, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
|
Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Interest income on subordinated debt and Class A equity
interests
|
|
$ |
|
|
|
$ |
3.9 |
|
Fees and other income
|
|
|
1.4 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
1.4 |
|
|
$ |
6.1 |
|
|
|
|
|
|
|
|
Interest and dividend income from BLX for the three months ended
March 31, 2006, included interest income of
$1.8 million which was paid in kind. The interest paid in
kind was paid to the Company through the issuance of additional
equity interests. In the fourth quarter of 2006, the Company
placed its investment in BLXs 25% Class A equity
interests on non-accrual status. As a result, there was no
interest income from the Companys investment in BLX for
the three months ended March 31, 2007.
In consideration for providing the revolving credit facility
guaranty and the standby letters of credit, the Company earned
fees of $1.4 million and $1.6 million for the three
months ended March 31, 2007 and 2006, respectively, which
were included in fees and other income. The remaining fees and
other income relate to management fees from BLX. The Company did
not charge a management fee to BLX in the first quarter of 2007.
Net change in unrealized appreciation or depreciation included
no change in the unrealized depreciation on the Companys
investment in BLX for the three months ended March 31,
2007, and a net decrease in unrealized appreciation of
$22.7 million for the three months ended March 31,
2006.
BLX is a national, non-bank lender that participates in the
SBAs 7(a) Guaranteed Loan Program and is licensed by
the SBA as a Small Business Lending Company (SBLC). The Office
of the Inspector General of the SBA (OIG) and the United States
Secret Service are conducting an ongoing investigation of
allegedly fraudulently obtained SBA-guaranteed loans issued by
BLX. Specifically, on or about January 9, 2007, BLX became
aware of an indictment captioned as the United States v.
Harrington,
No. 2:06-CR-20662
pending in the United States District Court for the Eastern
District of Michigan. The indictment alleges that a former BLX
employee in the Detroit office engaged in the fraudulent
origination of loans guaranteed, in substantial part, by the
SBA. The Company understands that BLX is working cooperatively
with the U.S. Attorneys Office and the investigating
agencies with respect to this matter. The OIG and the U.S.
Department of Justice are also conducting a civil investigation
of BLXs lending practices in various jurisdictions. These
investigations are ongoing. As an SBA lender, BLX is also
subject to other SBA and OIG audits, investigations, and
reviews. These investigations, audits and reviews, changes in
the laws or regulations that govern SBLCs or the SBA 7(a)
Guaranteed Loan Program, or changes in government funding for
this program could have a material adverse impact on BLX and, as
a result,
37
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
could negatively affect the Companys financial results.
The Company has considered these matters in performing the
valuation of BLX at March 31, 2007. The Company is
monitoring the situation and has retained a third party to work
with BLX to conduct a review of BLXs current internal
control systems, with a focus on preventing fraud and further
strengthening BLXs operations.
On March 6, 2007, BLX entered into an agreement with the
SBA. According to the agreement, BLX remains a preferred lender
in the SBA 7(a) Guaranteed Loan Program and retains the ability
to sell loans into the secondary market. As part of this
agreement, BLX agreed to the immediate payment of approximately
$10 million to the SBA to cover amounts paid by the SBA
with respect to some of the SBA-guaranteed loans that have been
the subject of inquiry by the United States Attorneys
Office for the Eastern District of Michigan. As part of the
SBAs increased oversight, the agreement provides that any
loans originated and closed by BLX during the term of the
agreement will be reviewed by an independent third party
selected by the SBA prior to the sale of such loans into the
secondary market. The agreement also requires BLX to repurchase
the guaranteed portion of certain loans that default after
having been sold into the secondary market, and subjects such
loans to a similar third party review prior to any reimbursement
of BLX by the SBA. In connection with this agreement, BLX also
entered into an escrow agreement with the SBA and an escrow
agent in which BLX agreed to deposit $10 million with the
escrow agent for any additional payments BLX may be obligated to
pay to the SBA in the future. BLX remains subject to SBA rules
and regulations and as a result may be required to make
additional payments to the SBA in the ordinary course of
business. The agreement states that nothing in the agreement
shall affect the rights of BLX to securitize or service its
loans. Notwithstanding the foregoing, BLX and the SBA are
conducting ongoing discussions with respect to BLXs
ability to securitize the unguaranteed portions of SBA loans.
On or about January 16, 2007, BLX and Business
Loan Center LLC (BLC) became aware of a lawsuit
titled, United States, ex rel James R. Brickman and Greenlight
Capital, Inc. v. Business Loan Express LLC f/k/a
Business Loan Express, Inc.; Business Loan Center LLC
f/k/a Business Loan Center, Inc.; Robert Tannenhauser;
Matthew McGee; and George Harrigan, 05-CV-3147 (JEC), that is
pending in the United States District Court for the Northern
District of Georgia. The complaint includes allegations arising
under the False Claims Act and relating to alleged fraud in
connection with SBA guarantees on shrimp vessel loans made by
BLX and BLC. On April 9, 2007, BLX, BLC and the other
defendants filed motions to dismiss the complaint in its
entirety. The motions are pending.
At December 31, 2006, the Company held all of BLXs
Class A and Class B equity interests, and 94.9% of the
Class C equity interests. At March 31, 2007, the
Company held 96.6% of the Class A equity interests, all of
the Class B equity interests and 94.9% of the Class C
equity interests. BLX has an equity appreciation rights plan for
management that will dilute the value available to the
Class C equity interest holders. As a limited liability
company, BLXs taxable income flows through directly to its
members. BLXs annual taxable income generally differs from
its book income for the fiscal year due to temporary and
permanent differences in the recognition of income and expenses.
BLXs taxable income is first allocated to the Class A
equity interests to the extent that guaranteed dividends are
paid in cash or in kind on such interests, with the remainder
being allocated to the Class B and C equity interests.
At the time of the corporate reorganization of BLX, Inc. from a
C corporation to a limited liability company in 2003, for
tax purposes BLX had a
built-in
gain representing the aggregate fair market value of its
assets in excess of the tax basis of its assets. As a RIC, the
Company will be
38
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
subject to special built-in gain rules on the assets of BLX.
Under these rules, taxes will be payable by the Company at the
time and to the extent that the built-in gains on BLXs
assets at the date of reorganization are recognized in a taxable
disposition of such assets in the
10-year period
following the date of the reorganization. At such time, the
built-in gains realized upon the disposition of these assets
will be included in the Companys taxable income, net of
the corporate level taxes paid by the Company on the built-in
gains. At the date of BLXs reorganization, the Company
estimated that its future tax liability resulting from the
built-in gains may total up to a maximum of $40 million.
However, if these assets are disposed of after the
10-year period, there
will be no corporate level taxes on these built-in gains. While
the Company has no obligation to pay the built-in gains tax
until these assets or its interests in BLX are disposed of in
the future, it may be necessary to record a liability for these
taxes in the future should the Company intend to sell the assets
of or its interests in BLX within the
10-year period. At
March 31, 2007, and December 31, 2006, the Company
considered the increase in fair value of its investment in BLX
due to BLXs tax attributes as an LLC and has also
considered the reduction in fair value of its investment due to
these estimated built-in gain taxes in determining the fair
value of its investment in BLX.
At March 31, 2007, BLX had a three-year $500.0 million
revolving credit facility provided by third party lenders that
matures in March 2009. The revolving credit facility may be
expanded through new or additional commitments up to
$600.0 million at BLXs option. This facility provides
for a sub-facility for the issuance of letters of credit for up
to an amount equal to 25% of the committed facility. The Company
has provided an unconditional guaranty to these revolving credit
facility lenders in an amount equal to 50% of the total
obligations (consisting of principal, letters of credit issued
under the facility, accrued interest, and other fees) of BLX
under this facility. At March 31, 2007, the principal
amount outstanding on the revolving credit facility was
$300.8 million and letters of credit issued under the
facility were $55.9 million. The total obligation
guaranteed by us at March 31, 2007, was
$179.4 million. At March 31, 2007, the Company had
also provided four standby letters of credit totaling
$20.0 million in connection with four term securitization
transactions completed by BLX.
The guaranty on the BLX revolving line of credit facility can be
called by the lenders in the event of a default, which includes
certain defaults under the Companys revolving credit
facility. Among other requirements, the BLX facility requires
that BLX maintain compliance with certain financial covenants
such as interest coverage, maximum debt to net worth, asset
coverage, and maintenance of certain asset quality metrics. In
addition, BLX would have an event of default if BLX failed to
maintain its lending status with the SBA and such failure could
reasonably be expected to result in a material adverse effect on
BLX, or if BLX failed to maintain certain financing programs for
the sale or long-term funding of BLXs loans. At
March 31, 2007, BLX received waivers from its lenders with
respect to non-compliance with certain covenants, including
waiver of compliance with the interest coverage ratio and
certain other covenants to permit BLX to comply with its
obligations under its agreement with the SBA. In addition, BLX
and the SBA are conducting ongoing discussions with respect to
BLXs ability to securitize the unguaranteed portions of
SBA loans. The waiver provides that BLX may retain unguaranteed
portions of SBA loans on its balance sheet. Certain of these
waivers expire on June 30, 2007.
BLX has a separate non-recourse warehouse facility to enable it
to securitize the unguaranteed portion of its SBA loans. BLX has
been receiving temporary extensions of the warehouse facility,
and
39
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
the current extension expires on June 1, 2007. BLX is in
negotiations with the warehouse facility providers to renew and
amend the facility for an additional one year term, subject to
satisfactory conclusion of discussions with the SBA with respect
to BLXs ability to securitize the unguaranteed portions of
SBA loans. If the current facility were to expire without
renewal, the outstanding amounts owing to the warehouse
providers do not become immediately due and payable. Instead,
BLX would be required to apply substantially all collections on
the unguaranteed interests that currently are in the warehouse
facility to repay the outstanding amounts owing to the warehouse
providers until the warehouse providers were paid in full,
similar to an amortizing term loan. In such an event, BLX would
not have the right to sell additional unguaranteed interests in
SBA loans into this facility.
The Company is monitoring BLXs discussions with the SBA,
the senior lenders and the warehouse securitization facility
providers, and intends to work with BLX management to implement
its business plan, including funding alternatives. The ultimate
resolution of these matters could have a material adverse impact
on BLXs financial condition, and, as a result, the
Companys financial results could be negatively affected.
Advantage Sales and Marketing, Inc. In June 2004,
the Company completed the purchase of a majority voting
ownership in Advantage, which was subject to dilution by a
management option pool. Advantage is a sales and marketing
agency providing outsourced sales, merchandising, and marketing
services to the consumer packaged goods industry. Advantage has
offices across the United States and is headquartered in Irvine,
CA.
On March 29, 2006, the Company sold its majority equity
interest in Advantage. The Company was repaid its
$184 million in subordinated debt outstanding and realized
a gain at closing on its equity investment sold of
$433.1 million, subject to post-closing adjustments.
Subsequent to closing on this sale, the Company realized
additional gains in 2006 resulting from post-closing adjustments
totaling $1.3 million. In addition, there is potential for
the Company to receive additional consideration through an
earn-out payment that would be based on Advantages 2006
audited results. The Companys realized gain of
$434.4 million for the year ended December 31, 2006,
subject to post-closing adjustments, excludes any earn-out
amounts.
As consideration for the common stock sold in the transaction,
the Company received a $150 million subordinated note, with
the balance of the consideration paid in cash. In addition, a
portion of the Companys cash proceeds from the sale of the
common stock were placed in escrow, subject to certain holdback
provisions. At March 31, 2007, the amount of the escrow
included in other assets in the accompanying consolidated
balance sheet was approximately $24 million.
Total interest and related portfolio income earned from the
Companys investment in Advantage while the Company held a
majority equity interest for the three months ended
March 31, 2006, was $14.1 million.
Net change in unrealized appreciation or depreciation for the
three months ended March 31, 2006, included the reversal of
$389.7 million of previously recorded unrealized
appreciation associated with the realization of a gain on the
sale of the Companys majority equity interest in Advantage.
In connection with the sale transaction, the Company retained an
equity investment in the business valued at $15 million at
closing as a minority shareholder. During the fourth quarter of
2006,
40
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Advantage made a distribution on this minority equity
investment, which reduced the Companys cost basis to zero
and resulted in a realized gain of $4.8 million.
The Companys investment in Advantage, which was composed
of subordinated debt and a minority equity interest, totaled
$152.4 million at cost and $163.4 million at value at
March 31, 2007, and $151.6 million at cost and
$162.6 million at value at December 31, 2006. This
investment was included in companies 5% to 25% owned in the
consolidated financial statements as the Company continues to
hold a seat on Advantages board of directors.
Collateralized Loan Obligations (CLOs) and
Collateralized Debt Obligations (CDOs). At
March 31, 2007, and December 31, 2006, the Company
owned bonds and preferred shares/income notes in CLOs and a CDO
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Cost | |
|
Value | |
|
Yield(1) | |
|
Cost | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Bonds(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners CDO Fund I, Ltd.
|
|
$ |
28.4 |
|
|
$ |
28.5 |
|
|
|
14.3% |
|
|
$ |
28.4 |
|
|
$ |
28.4 |
|
|
|
14.3% |
|
Callidus MAPS CLO Fund I LLC
|
|
|
17.0 |
|
|
|
17.1 |
|
|
|
10.9% |
|
|
|
17.0 |
|
|
|
17.2 |
|
|
|
10.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total bonds
|
|
|
45.4 |
|
|
|
45.6 |
|
|
|
13.0% |
|
|
|
45.4 |
|
|
|
45.6 |
|
|
|
13.0% |
|
Preferred Shares/ Income
Notes(3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners CLO Fund III, Ltd.
|
|
|
22.7 |
|
|
|
22.5 |
|
|
|
9.9% |
|
|
|
23.3 |
|
|
|
23.0 |
|
|
|
12.7% |
|
Callidus Debt Partners CLO Fund IV, Ltd.
|
|
|
12.8 |
|
|
|
12.8 |
|
|
|
13.1% |
|
|
|
13.0 |
|
|
|
13.0 |
|
|
|
13.8% |
|
Callidus Debt Partners CLO Fund V, Ltd.
|
|
|
14.3 |
|
|
|
14.3 |
|
|
|
15.8% |
|
|
|
13.8 |
|
|
|
13.8 |
|
|
|
15.8% |
|
Callidus MAPS CLO Fund I LLC
|
|
|
51.0 |
|
|
|
46.5 |
|
|
|
13.3% |
|
|
|
51.0 |
|
|
|
47.4 |
|
|
|
15.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total preferred shares/ income notes
|
|
|
100.8 |
|
|
|
96.1 |
|
|
|
12.8% |
|
|
|
101.1 |
|
|
|
97.2 |
|
|
|
14.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
146.2 |
|
|
$ |
141.7 |
|
|
|
|
|
|
$ |
146.5 |
|
|
$ |
142.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The yield on these securities is included in interest and
dividend income in the accompanying statement of operations. |
|
(2) |
These securities are included in private finance subordinated
debt. |
|
(3) |
These securities are included in private finance equity
securities. |
The bonds, preferred shares and income notes of the CLOs and CDO
in which the Company has invested are junior in priority for
payment of interest and principal to the more senior notes
issued by the CLOs and CDO. Cash flow from the underlying
collateral assets in the CLOs and CDO is generally allocated
first to the senior bonds in order of priority, then any
remaining cash flow is generally distributed to the preferred
shareholders and income note holders. To the extent there are
defaults and unrecoverable losses on the underlying collateral
assets that result in reduced cash flows, the preferred
shares/income notes will bear this loss first and then the
subordinated bonds would bear any loss after the preferred
shares/income notes.
At March 31, 2007 and December 31, 2006 the face value
of the CLO and CDO bonds held by the Company were subordinate to
approximately 82% to 84% and 82% to 85%, respectively, of the
face value of the securities issued in these CLOs and CDO. At
both March 31, 2007, and December 31, 2006, the face
value of the CLO preferred shares/income notes held by the
Company were subordinate to approximately 86% to 92% of the face
value of the securities issued in these CLOs.
41
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
At March 31, 2007, and December 31, 2006, the
underlying collateral assets of these CLO and CDO investments,
consisting primarily of senior debt, were issued by 482 issuers
and 465 issuers, respectively, and had balances as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Bonds
|
|
$ |
272.9 |
|
|
$ |
245.4 |
|
Syndicated loans
|
|
|
1,758.7 |
|
|
|
1,769.9 |
|
Cash(1)
|
|
|
16.2 |
|
|
|
59.5 |
|
|
|
|
|
|
|
|
|
Total underlying collateral assets
|
|
$ |
2,047.8 |
|
|
$ |
2,074.8 |
|
|
|
|
|
|
|
|
|
|
(1) |
Includes undrawn liability amounts. |
At March 31, 2007, there were no delinquencies in the
underlying collateral assets of the CLO and CDO issuances owned
by the Company. At December 31, 2006, there was one
defaulted obligor in the underlying collateral assets of
Callidus MAPS CLO Fund I, LLC. There were no other
delinquencies in the underlying collateral assets in the other
CLO and CDO issuances owned by the Company. At December 31,
2006, the total face value of defaulted obligations was
$9.6 million, or approximately 0.5% of the total underlying
collateral assets.
The initial yields on the CLO and CDO bonds, preferred shares
and income notes are based on the estimated future cash flows
from the underlying collateral assets expected to be paid to
these CLO and CDO classes. As each CLO and CDO bond, preferred
share or income note ages, the estimated future cash flows are
updated based on the estimated performance of the underlying
collateral assets, and the respective yield is adjusted as
necessary. As future cash flows are subject to uncertainties and
contingencies that are difficult to predict and are subject to
future events that may alter current assumptions, no assurance
can be given that the anticipated yields to maturity will be
achieved.
Loans and Debt Securities on Non-Accrual Status.
At March 31, 2007, and December 31, 2006, private
finance loans and debt securities at value not accruing interest
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Loans and debt securities in workout status
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
$ |
45.5 |
|
|
$ |
51.1 |
|
|
Companies 5% to 25% owned
|
|
|
4.9 |
|
|
|
4.0 |
|
|
Companies less than 5% owned
|
|
|
61.0 |
|
|
|
31.6 |
|
Loans and debt securities not in workout status
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
121.2 |
|
|
|
87.1 |
|
|
Companies 5% to 25% owned
|
|
|
7.2 |
|
|
|
7.2 |
|
|
Companies less than 5% owned
|
|
|
26.9 |
|
|
|
38.9 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
266.7 |
|
|
$ |
219.9 |
|
|
|
|
|
|
|
|
42
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Industry and Geographic Compositions. The industry
and geographic compositions of the private finance portfolio at
value at March 31, 2007, and December 31, 2006, were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
Industry
|
|
|
|
|
|
|
|
|
Business services
|
|
|
37 |
% |
|
|
39 |
% |
Consumer products
|
|
|
20 |
|
|
|
20 |
|
Financial services
|
|
|
12 |
|
|
|
9 |
|
Industrial products
|
|
|
9 |
|
|
|
9 |
|
Consumer services
|
|
|
6 |
|
|
|
6 |
|
Retail
|
|
|
5 |
|
|
|
6 |
|
Healthcare services
|
|
|
3 |
|
|
|
3 |
|
Energy services
|
|
|
2 |
|
|
|
2 |
|
Other(1)
|
|
|
6 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
Geographic
Region(2)
|
|
|
|
|
|
|
|
|
Mid-Atlantic
|
|
|
31 |
% |
|
|
31 |
% |
Midwest
|
|
|
32 |
|
|
|
30 |
|
Southeast
|
|
|
15 |
|
|
|
18 |
|
West
|
|
|
16 |
|
|
|
17 |
|
Northeast
|
|
|
6 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
(1) |
Includes investments in senior debt CDO and CLO funds which
represented 3% of the private finance portfolio at both
March 31, 2007, and December 31, 2006. These funds
invest in senior debt representing a variety of industries. |
|
(2) |
The geographic region for the private finance portfolio depicts
the location of the headquarters for the Companys
portfolio companies. The portfolio companies may have a number
of other locations in other geographic regions. |
|
|
|
Commercial Real Estate Finance |
At March 31, 2007, and December 31, 2006, the
commercial real estate finance portfolio consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Cost | |
|
Value | |
|
Yield(1) | |
|
Cost | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Commercial mortgage loans
|
|
$ |
72.8 |
|
|
$ |
72.2 |
|
|
|
7.5% |
|
|
$ |
72.6 |
|
|
$ |
71.9 |
|
|
|
7.5% |
|
Real estate owned
|
|
|
15.6 |
|
|
|
21.0 |
|
|
|
|
|
|
|
15.7 |
|
|
|
19.6 |
|
|
|
|
|
Equity interests
|
|
|
15.0 |
|
|
|
29.3 |
|
|
|
|
|
|
|
15.2 |
|
|
|
26.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
103.4 |
|
|
$ |
122.5 |
|
|
|
|
|
|
$ |
103.5 |
|
|
$ |
118.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average yield on the commercial mortgage loans is
computed as the (a) annual stated interest on accruing
loans plus the annual amortization of loan origination fees,
original issue discount, and market discount on accruing loans
less the annual amortization of origination costs, divided by
(b) total interest-bearing investments at value. The
weighted average yield is computed as of the balance sheet date. |
43
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Commercial Mortgage Loans and Equity Interests.
The commercial mortgage loan portfolio contains loans
that were originated by the Company or were purchased from
third-party sellers. At both March 31, 2007, and
December 31, 2006, approximately 96% and 4% of the
Companys commercial mortgage loan portfolio was composed
of fixed and adjustable interest rate loans, respectively. At
March 31, 2007, and December 31, 2006, loans with a
value of $19.2 million and $18.9 million,
respectively, were not accruing interest. Loans greater than
120 days delinquent generally do not accrue interest.
Equity interests consist primarily of equity securities issued
by privately owned companies that invest in single real estate
properties. These equity interests may be subject to certain
restrictions on their resale and are generally illiquid. Equity
interests generally do not produce a current return, but are
generally held in anticipation of investment appreciation and
ultimate realized gain on sale.
The property types and the geographic composition securing the
commercial mortgage loans and equity interests at value at
March 31, 2007, and December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
Property Type
|
|
|
|
|
|
|
|
|
Hospitality
|
|
|
45 |
% |
|
|
45 |
% |
Office
|
|
|
20 |
|
|
|
20 |
|
Retail
|
|
|
19 |
|
|
|
19 |
|
Housing
|
|
|
13 |
|
|
|
13 |
|
Other
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
Geographic Region
|
|
|
|
|
|
|
|
|
Southeast
|
|
|
36 |
% |
|
|
36 |
% |
Mid-Atlantic
|
|
|
34 |
|
|
|
35 |
|
Midwest
|
|
|
23 |
|
|
|
21 |
|
Northeast
|
|
|
7 |
|
|
|
8 |
|
West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
44
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt
At March 31, 2007, and December 31, 2006, the Company
had the following debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Annual |
|
|
|
Annual |
|
|
Facility |
|
Amount |
|
Interest |
|
Facility |
|
Amount |
|
Interest |
|
|
Amount |
|
Drawn |
|
Cost(1) |
|
Amount |
|
Drawn |
|
Cost(1) |
($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable and debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Privately issued unsecured notes payable
|
|
|
$1,041.5 |
|
|
|
$1,041.5 |
|
|
|
6.1% |
|
|
|
$1,041.4 |
|
|
|
$1,041.4 |
|
|
|
6.1% |
|
|
Publicly issued unsecured notes payable
|
|
|
850.0 |
|
|
|
850.0 |
|
|
|
6.7% |
|
|
|
650.0 |
|
|
|
650.0 |
|
|
|
6.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable and debentures
|
|
|
1,891.5 |
|
|
|
1,891.5 |
|
|
|
6.3% |
|
|
|
1,691.4 |
|
|
|
1,691.4 |
|
|
|
6.3% |
|
Revolving line of
credit(4)
|
|
|
922.5 |
|
|
|
|
|
|
|
% |
(2) |
|
|
922.5 |
|
|
|
207.7 |
|
|
|
6.4% |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
$2,814.0 |
|
|
|
$1,891.5 |
|
|
|
6.5% |
(3) |
|
|
$2,613.9 |
|
|
|
$1,899.1 |
|
|
|
6.5% |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average annual interest cost is computed as the (a)
annual stated interest on the debt plus the annual amortization
of commitment fees, other facility fees and amortization of debt
financing costs that are recognized into interest expense over
the contractual life of the respective borrowings, divided by
(b) debt outstanding on the balance sheet date. |
|
(2) |
There were no amounts drawn on the revolving line of credit at
March 31, 2007. The annual interest cost at
December 31, 2006, reflects the interest rate payable for
borrowings under the revolving line of credit. In addition to
the current interest payable, there were annual costs of
commitment fees, other facility fees and amortization of debt
financing costs of $3.8 million and $3.9 million at
March 31, 2007, and December 31, 2006, respectively. |
|
(3) |
The annual interest cost for total debt includes the annual cost
of commitment fees, other facility fees and amortization of debt
financing costs on the revolving line of credit regardless of
the amount outstanding on the facility as of the balance sheet
date. |
|
(4) |
At March 31, 2007, $888.0 million remained unused and
available on the revolving line of credit, net of amounts
committed for standby letters of credit of $34.5 million
issued under the credit facility. |
Notes Payable and Debentures
Privately Issued Unsecured Notes Payable. The
Company has privately issued unsecured long-term notes to
institutional investors. The notes have five- or seven-year
maturities and have fixed rates of interest. The notes require
payment of interest only semi-annually, and all principal is due
upon maturity. At March 31, 2007, the notes had maturities
from May 2008 to May 2013. The notes may be prepaid in
whole or in part, together with an interest premium, as
stipulated in the note agreements.
The Company also has privately issued five-year unsecured
long-term notes denominated in Euros and Sterling for a total
U.S. dollar equivalent of $15.2 million. The notes
have fixed interest rates and have substantially the same terms
as the Companys other unsecured notes. The Euro notes
require annual interest payments and the Sterling notes require
semi-annual interest payments until maturity. Simultaneous with
issuing the notes, the Company entered into a cross currency
swap with a financial institution which fixed the Companys
interest and principal payments in U.S. dollars for the
life of the debt.
Publicly Issued Unsecured Notes Payable. The
Company has outstanding publicly issued unsecured notes as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
Maturity Date | |
($ in millions) |
|
| |
|
| |
6.625% Notes due 2011
|
|
$ |
400.0 |
|
|
|
July 15, 2011 |
|
6.000% Notes due 2012
|
|
|
250.0 |
|
|
|
April 1, 2012 |
|
6.875% Notes due 2047
|
|
|
200.0 |
|
|
|
April 15, 2047 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
850.0 |
|
|
|
|
|
|
|
|
|
|
|
|
45
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
The 6.625% Notes due 2011 and the 6.000% Notes due 2012 require
payment of interest only semi-annually, and all principal is due
upon maturity. The Company has the option to redeem these notes
in whole or in part, together with a redemption premium, as
stipulated in the notes.
On March 28, 2007, the Company completed the issuance of
$200.0 million of 6.875% Notes due 2047 for net proceeds of
$193.0 million (net of underwriting discounts and estimated
offering expenses). In April 2007, the Company issued additional
notes, through an over-allotment option, totaling
$30.0 million for net proceeds of $29.1 million (net
of underwriting discounts and estimated offering expenses).
The 6.875% Notes due 2047 require payment of interest only
quarterly, and all principal is due upon maturity. The Company
may redeem these notes in whole or in part at any time or from
time to time on or after April 15, 2012, at par and upon
the occurrence of certain tax events as stipulated in the notes.
Scheduled Maturities. Scheduled future maturities
of notes payable at March 31, 2007, were as follows:
|
|
|
|
|
|
Year |
|
Amount Maturing | |
|
|
| |
|
|
($ in millions) | |
2007
|
|
$ |
|
|
2008
|
|
|
153.0 |
|
2009
|
|
|
269.0 |
|
2010
|
|
|
408.0 |
|
2011
|
|
|
472.5 |
|
Thereafter
|
|
|
589.0 |
|
|
|
|
|
|
|
Total
|
|
$ |
1,891.5 |
|
|
|
|
|
At March 31, 2007, and December 31, 2006, the Company
had an unsecured revolving line of credit with a committed
amount of $922.5 million that expires on September 30,
2008. At the Companys option, borrowings under the
revolving line of credit generally bear interest at a rate equal
to (i) LIBOR (for the period the Company selects) plus
1.05% or (ii) the higher of the Federal Funds rate plus
0.50% or the Bank of America, N.A. prime rate. The revolving
line of credit requires the payment of an annual commitment fee
equal to 0.20% of the committed amount (whether used or unused).
The revolving line of credit 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. All principal is due upon
maturity.
The annual cost of commitment fees, other facility fees and
amortization of debt financing costs was $3.8 million and
$3.9 million at March 31, 2007, and December 31,
2006, respectively.
The revolving credit facility provides for a sub-facility for
the issuance of letters of credit for up to an amount equal to
16.66% of the committed facility or $153.7 million. The
letter of credit fee is 1.05% per annum on letters of credit
issued, which is payable quarterly.
46
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
The average debt outstanding on the revolving line of credit was
$142.1 million and $301.9 million, respectively, for
the three months ended March 31, 2007 and 2006. The maximum
amount borrowed under this facility and the weighted average
stated interest rate for the three months ended March 31,
2007 and 2006, were $225.5 million and 6.4%, respectively,
and $540.3 million and 5.9%, respectively. At
March 31, 2007, the amount available under the revolving
line of credit was $888.0 million, net of amounts committed
for standby letters of credit of $34.5 million issued under
the credit facility.
The Company has various financial and operating covenants
required by the privately issued unsecured notes payable and the
revolving line of credit outstanding at March 31, 2007, and
December 31, 2006. These covenants require the Company to
maintain certain financial ratios, including debt to equity and
interest coverage, and a minimum net worth. These credit
facilities provide for customary events of default, including,
but not limited to, payment defaults, breach of representations
or covenants, cross-defaults, bankruptcy events, failure to pay
judgments, attachment of the Companys assets, change of
control and the issuance of an order of dissolution. Certain of
these events of default are subject to notice and cure periods
or materiality thresholds. The Companys credit facilities
limit its ability to declare dividends if the Company defaults
under certain provisions. As of March 31, 2007, and
December 31, 2006, the Company was in compliance with these
covenants.
The Company has certain financial and operating covenants that
are required by the publicly issued unsecured notes payable,
including that the Company will maintain a minimum ratio of 200%
of total assets to total borrowings, as required by the
Investment Company Act of 1940, as amended, while these notes
are outstanding. As of March 31, 2007, and
December 31, 2006, the Company was in compliance with these
covenants.
Note 5. Guarantees and Commitments
In the ordinary course of business, the Company has issued
guarantees and has extended standby letters of credit through
financial intermediaries on behalf of certain portfolio
companies. All standby letters of credit have been issued
through Bank of America, N.A. As of March 31, 2007, and
December 31, 2006, the Company had issued guarantees of
debt, rental obligations, and lease obligations aggregating
$194.5 million and $202.1 million, respectively, and
had extended standby letters of credit aggregating
$34.5 million and $41.0 million, respectively. Under
these arrangements, the Company would be required to make
payments to third-party beneficiaries if the portfolio companies
were to default on their related payment obligations. The
maximum amount of potential future payments was
$229.0 million and $243.1 million at March 31,
2007, and December 31, 2006, respectively.
47
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 5. Guarantees and Commitments, continued
As of March 31, 2007, the guarantees and standby letters of
credit expired as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 |
|
2011 | |
|
After 2011 | |
(in millions) |
|
| |
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
Guarantees
|
|
$ |
194.5 |
|
|
$ |
0.3 |
|
|
$ |
3.0 |
|
|
$ |
184.9 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
1.9 |
|
Standby letters of
credit(1)
|
|
|
34.5 |
|
|
|
4.0 |
|
|
|
30.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total(2)
|
|
$ |
229.0 |
|
|
$ |
4.3 |
|
|
$ |
33.5 |
|
|
$ |
184.9 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Standby letters of credit are issued under the Companys
revolving line of credit that expires in September 2008.
Therefore, unless a standby letter of credit is set to expire at
an earlier date, it is assumed that the standby letters of
credit will expire contemporaneously with the expiration of the
Companys line of credit in September 2008. |
|
(2) |
The Companys most significant commitments relate to its
investment in Business Loan Express, LLC (BLX), which
commitments totaled $202.4 million at March 31, 2007.
At March 31, 2007, the Company guaranteed 50% of the
outstanding total obligations on BLXs revolving line of
credit for a total guaranteed amount of $179.4 million and
had also provided four standby letters of credit totaling
$20.0 million in connection with four term securitizations
completed by BLX. In addition, the Company has agreed to
purchase the $3.0 million of Class A equity interests
purchased by the chief executive officer of BLX at fair value in
the event that BLX amends or otherwise restructures its existing
senior credit facility or he is terminated for any reason. See
Note 3. |
In the ordinary course of business, the Company enters into
agreements with service providers and other parties that may
contain provisions for the Company to indemnify such parties
under certain circumstances.
At March 31, 2007, the Company had outstanding commitments
to fund investments totaling $410.8 million, including
$401.9 million related to private finance investments and
$8.9 related to commercial real estate finance investments.
Note 6. Shareholders Equity
Sales of common stock for the three months ended March 31,
2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
(in millions) |
|
| |
|
| |
Number of common shares
|
|
|
3,325 |
|
|
|
3,000 |
|
|
|
|
|
|
|
|
Gross proceeds
|
|
$ |
97,256 |
|
|
$ |
87,750 |
|
Less costs, including underwriting fees
|
|
|
3,472 |
|
|
|
4,780 |
|
|
|
|
|
|
|
|
|
Net proceeds
|
|
$ |
93,784 |
|
|
$ |
82,970 |
|
|
|
|
|
|
|
|
The Company issued 0.1 million and 0.2 million shares
of common stock upon the exercise of stock options during the
three months ended March 31, 2007 and 2006, respectively.
48
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 6. Shareholders Equity, continued
The Company has a dividend reinvestment plan, whereby the
Company may buy shares of its common stock in the open market or
issue new shares in order to satisfy dividend reinvestment
requests. If the Company issues new shares, the issue price is
equal to the average of the closing sale prices reported for the
Companys common stock for the five consecutive trading
days immediately prior to the dividend payment date. For the
three months ended March 31, 2007 and 2006, the Company
issued new shares in order to satisfy dividend reinvestment
requests. Dividend reinvestment plan activity for the three
months ended March 31, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
|
Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in millions, except per share amounts) |
|
| |
|
| |
Shares issued
|
|
|
0.1 |
|
|
|
0.1 |
|
Average price per share
|
|
$ |
29.23 |
|
|
$ |
30.29 |
|
Note 7. Earnings Per Common Share
Earnings per common share for the three months ended
March 31, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
|
Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in millions, except per share amounts) |
|
| |
|
| |
Net increase in net assets resulting from operations
|
|
$ |
133.1 |
|
|
$ |
99.6 |
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding basic
|
|
|
149.5 |
|
|
|
138.7 |
|
Dilutive options outstanding
|
|
|
3.3 |
|
|
|
3.0 |
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding diluted
|
|
|
152.8 |
|
|
|
141.7 |
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
$ |
0.89 |
|
|
$ |
0.72 |
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$ |
0.87 |
|
|
$ |
0.70 |
|
|
|
|
|
|
|
|
Note 8. Employee Compensation Plans
The Company has deferred compensation plans. Amounts deferred by
participants under the deferred compensation plans are funded to
a trust, which is managed by a third-party trustee. The accounts
of the deferred compensation trust are consolidated with the
Companys accounts. The assets of the trust are classified
as other assets and the liability to the plan participants is
included in other liabilities in the accompanying financial
statements. The deferred compensation plan accounts at
March 31, 2007, and December 31, 2006, totaled
$20.3 million and $18.6 million, respectively.
The Company has an Individual Performance Award
(IPA), which was established as a long-term
incentive compensation program for certain officers. In
conjunction with the program, the Board
49
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 8. Employee Compensation Plans, continued
of Directors has approved non-qualified deferred compensation
plans (DCP II), which are managed through a
trust by a third-party trustee. The administrator of the
DCP II is the Compensation Committee of the Companys
Board of Directors (DCP II Administrator).
The IPA is generally determined annually at the beginning of
each year but may be adjusted throughout the year. The IPA is
deposited in the trust in four equal installments, generally on
a quarterly basis, in the form of cash. The Compensation
Committee of the Board of Directors designed the DCP II to
require the trustee to use the cash to purchase shares of the
Companys common stock in the open market. During both the
three months ended March 31, 2007 and 2006,
0.1 million shares were purchased in the DCP II.
All amounts deposited and then credited to a participants
account in the trust, based on the amount of the IPA received by
such participant, are credited solely for purposes of accounting
and computation and remain assets of the Company and subject to
the claims of the Companys general creditors. Amounts
credited to participants under the DCP II are immediately
vested and generally non-forfeitable once deposited by the
Company into the trust. A participants account shall
generally become distributable only after his or her termination
of employment, or in the event of a change of control of the
Company. Upon the participants termination of employment,
one-third of the participants account will be immediately
distributed in accordance with the plan, one-half of the then
current remaining balance will be distributed on the first
anniversary of his or her employment termination date and the
remainder of the account balance will be distributed on the
second anniversary of the employment termination date.
Distributions are subject to the participants adherence to
certain non-solicitation requirements. All DCP II accounts
will be distributed in a single lump sum in the event of a
change of control of the Company. To the extent that a
participant has an employment agreement, such participants
DCP II account will be fully distributed in the event that
such participants employment is terminated for good reason
as defined under that participants employment agreement.
Sixty days following a distributable event, the Company and each
participant may, at the discretion of the Company, and subject
to the Companys trading window during that time, redirect
the participants account to other investment options.
During any period of time in which a participant has an account
in the DCP II, any dividends declared and paid on shares of
the Companys common stock allocated to the
participants account shall be reinvested in shares of the
Companys common stock.
The IPA amounts are contributed into the DCP II trust and
invested in the Companys common stock. The accounts of the
DCP II are consolidated with the Companys accounts.
The common stock is classified as common stock held in deferred
compensation trust in the accompanying financial statements and
the deferred compensation obligation, which represents the
amount owed to the employees, is included in other liabilities.
Changes in the value of the Companys common stock held in
the deferred compensation trust are not recognized. However, the
liability is marked to market with a corresponding charge or
credit to employee compensation expense. At March 31, 2007,
and December 31, 2006, common stock held in DCP II was
$31.4 million and $28.3 million, respectively, and the
IPA liability was $33.1 million and $33.9 million,
respectively. At March 31, 2007, and December 31,
2006, the DCP II held 1.1 million shares and
1.0 million shares, respectively, of the Companys
common stock.
50
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 8. Employee Compensation Plans, continued
The IPA expense for the three months ended March 31, 2007
and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
IPA contributions
|
|
$ |
2.5 |
|
|
$ |
1.7 |
|
IPA mark to market expense (benefit)
|
|
|
(4.0 |
) |
|
|
1.0 |
|
|
|
|
|
|
|
|
|
Total IPA expense (benefit)
|
|
$ |
(1.5 |
) |
|
$ |
2.7 |
|
|
|
|
|
|
|
|
The Company also has an individual performance bonus
(IPB), which is distributed in cash to award
recipients equally throughout the year (beginning in February of
each year) as long as the recipient remains employed by the
Company. If a recipient terminates employment during the year,
any remaining cash payments under the IPB would be forfeited.
For the three months ended March 31, 2007 and 2006, the IPB
expense was $2.0 million and $1.4 million,
respectively. The IPA and IPB expenses are included in employee
expenses.
Note 9. Stock Option Plan
The purpose of the stock option plan (Option Plan)
is to provide officers and non-officer directors of the Company
with additional incentives. Options are exercisable at a price
equal to the fair market value of the shares on the day the
option is granted. Each option states the period or periods of
time within which the option may be exercised by the optionee,
which may not exceed ten years from the date the option is
granted. The options granted to officers generally vest ratably
over a three year period. Options granted to non-officer
directors vest on the grant date.
All rights to exercise options terminate 60 days after an
optionee ceases to be (i) a non-officer director,
(ii) both an officer and a director, if such optionee
serves in both capacities, or (iii) an officer (if such
officer is not also a director) of the Company for any cause
other than death or total and permanent disability. In the event
of a change of control of the Company, all outstanding options
will become fully vested and exercisable as of the change of
control.
There are 32.2 million shares authorized under the Option
Plan. At March 31, 2007, and December 31, 2006, the
number of shares available to be granted under the Option Plan
was 1.9 million and 1.6 million, respectively.
51
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 9. Stock Option Plan, continued
Information with respect to options granted, exercised and
forfeited under the Option Plan for the three months ended
March 31, 2007, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
Weighted | |
|
|
|
|
|
|
Average | |
|
Average | |
|
Aggregate | |
|
|
|
|
Exercise | |
|
Contractual | |
|
Intrinsic | |
|
|
|
|
Price Per | |
|
Remaining | |
|
Value at | |
|
|
Shares | |
|
Share | |
|
Term (Years) | |
|
March 31, 2007(1) | |
|
|
| |
|
| |
|
| |
|
| |
(in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at January 1, 2007
|
|
|
23.2 |
|
|
$ |
24.92 |
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(0.1 |
) |
|
$ |
17.46 |
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(0.3 |
) |
|
$ |
29.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at March 31, 2007
|
|
|
22.8 |
|
|
$ |
24.89 |
|
|
|
6.01 |
|
|
$ |
92.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2007
|
|
|
16.6 |
|
|
$ |
23.73 |
|
|
|
5.36 |
|
|
$ |
85.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable and expected to be exercisable at March 31,
2007(2)
|
|
|
22.5 |
|
|
$ |
24.85 |
|
|
|
5.98 |
|
|
$ |
91.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents the difference between the market value of the
options at March 31, 2007, and the cost for the option
holders to exercise the options. |
|
(2) |
The amount of options expected to be exercisable at
March 31, 2007, is calculated based on an estimate of
expected forfeitures. |
During the three months ended March 31, 2006,
0.5 million options were granted, 0.2 million options
were exercised and 0.3 million options were forfeited.
There were no shares vested during the three months ended
March 31, 2007, and the fair value of the shares vested
during the three months ended March 31, 2006, was
$6 thousand. The total intrinsic value of the options
exercised during the three months ended March 31, 2007 and
2006, was $0.9 million and $1.1 million, respectively.
Note 10. Dividends and Distributions and Taxes
The Companys Board of Directors declared and the Company
paid a dividend of $0.63 per common share and $0.59 per
common share for the first quarters of 2007 and 2006,
respectively. These dividends totaled $95.8 million and
$82.5 million for the three months ended March 31,
2007 and 2006, respectively. The Company declared an extra cash
dividend of $0.05 per share during 2006 and this was paid to
shareholders on January 19, 2007. The Company declared an
extra cash dividend of $0.03 per share during 2005, which was
paid to shareholders on January 27, 2006.
The Companys Board of Directors also declared a dividend
of $0.64 per common share for the second quarter of 2007.
At December 31, 2006, the Company had estimated excess
taxable income of $397.1 million available for distribution
to shareholders in 2007. Estimated excess taxable income for
2006 represents approximately $120.6 million of ordinary
income and approximately $276.5 million of net long-term
capital gains. Dividends for 2007 will first be paid out of the
excess taxable income carried over from
52
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10. Dividends and Distributions and Taxes,
continued
2006. Given our regular quarterly dividend payout, which for the
first quarter of 2007 was $95.8 million, the Company
expects that substantially all of the 2007 dividend payments
will be made from excess 2006 taxable earnings. The Company
currently expects that its estimated annual taxable income for
2007 will be significantly in excess of its estimated dividend
distributions to shareholders in 2007 from such taxable income,
and, therefore, the Company expects to carry over excess taxable
income for distribution to shareholders in 2008. The Company
will generally be required to pay a nondeductible excise tax
equal to 4% of the amount by which 98% of the Companys
annual taxable income exceeds the distributions from such
taxable income for the year. The Company accrues an excise tax
on the estimated excess taxable income earned for the respective
periods. For the three months ended March 31, 2007 and
2006, the Company recorded an excise tax of $3.6 million
and $8.4 million, respectively.
In addition to excess taxable income carried forward, the
Company currently estimates that it has cumulative deferred
taxable income related to installment sale gains of
approximately $220.7 million as of December 31, 2006,
which is composed of cumulative deferred taxable income of
$39.6 million as of December 31, 2005, and
approximately $181.1 million for the year ended
December 31, 2006. These gains have been recognized for
financial reporting purposes in the respective years they were
realized, but are generally deferred for tax purposes until the
notes or other amounts received from the sale of the related
investments are collected in cash. The realized gains deferred
through installment treatment for 2006 are estimates and will
not be finally determined until the Company files its 2006 tax
return in September 2007.
The Companys undistributed book earnings of
$502.2 million as of December 31, 2006, resulted from
undistributed ordinary income and long-term capital gains. The
difference between undistributed book earnings at the end of the
year and taxable income carried over from the current year into
the next year relates to a variety of timing and permanent
differences in the recognition of income and expenses for book
and tax purposes.
The Companys consolidated subsidiary, AC Corp, is subject
to federal and state income taxes. For the three months ended
March 31, 2007 and 2006, AC Corps income tax
benefit was $4.2 million and income tax expense was
$0.5 million, respectively.
Note 11. Supplemental Disclosure of Cash Flow
Information
The Company paid interest of $24.9 million and
$7.5 million, respectively, for the three months ended
March 31, 2007 and 2006.
For the three months ended March 31, 2007 and 2006,
principal collections related to investment repayments or sales
did not include any collections of discounts previously
amortized into interest income and added to the cost basis of a
loan or debt security.
Non-cash operating activities for the three months ended
March 31, 2007 and 2006, totaled $3.1 million and
$160.5 million, respectively. Non-cash operating activities
for the three months ended March 31, 2006, included a note
received as consideration from the sale of the Companys
equity investment in Advantage of $150.0 million.
Non-cash financing activities included the issuance of common
stock in lieu of cash distributions totaling $4.3 million
and $3.6 million, for the three months ended March 31,
2007 and 2006, respectively.
53
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 12. Financial Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the | |
|
At and for the | |
|
|
Three Months Ended | |
|
Year Ended | |
|
|
March 31, | |
|
December 31, | |
|
|
| |
|
| |
|
|
2007(1) | |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
| |
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$ |
19.12 |
|
|
$ |
19.17 |
|
|
$ |
19.17 |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income(2)
|
|
|
0.26 |
|
|
|
0.29 |
|
|
|
1.30 |
|
|
Net realized
gains(2)(3)
|
|
|
0.18 |
|
|
|
3.05 |
|
|
|
3.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income plus net realized
gains(2)
|
|
|
0.44 |
|
|
|
3.34 |
|
|
|
4.96 |
|
|
|
Net change in unrealized appreciation or
depreciation(2)(3)
|
|
|
0.43 |
|
|
|
(2.64 |
) |
|
|
(3.28 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
(2)
|
|
|
0.87 |
|
|
|
0.70 |
|
|
|
1.68 |
|
|
|
|
|
|
|
|
|
|
|
Net decrease in net assets from shareholder distributions
|
|
|
(0.63 |
) |
|
|
(0.59 |
) |
|
|
(2.47 |
) |
Net increase in net assets from capital share
transactions(2)
|
|
|
0.22 |
|
|
|
0.22 |
|
|
|
0.74 |
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$ |
19.58 |
|
|
$ |
19.50 |
|
|
$ |
19.12 |
|
|
|
|
|
|
|
|
|
|
|
Market value, end of period
|
|
$ |
28.81 |
|
|
$ |
30.60 |
|
|
$ |
32.68 |
|
Total
return(4)
|
|
|
(9.9 |
)% |
|
|
6.2 |
% |
|
|
20.6 |
% |
Ratios and Supplemental Data
($ and shares in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending net assets
|
|
$ |
2,978.3 |
|
|
$ |
2,729.8 |
|
|
$ |
2,841.2 |
|
Common shares outstanding at end of period
|
|
|
152.1 |
|
|
|
140.0 |
|
|
|
148.6 |
|
Diluted weighted average common shares outstanding
|
|
|
152.8 |
|
|
|
141.7 |
|
|
|
145.6 |
|
Employee, employee stock option and administrative
expenses/average net
assets(5)
|
|
|
1.33 |
% |
|
|
1.36 |
% |
|
|
5.38 |
% |
Total operating expenses/average net
assets(5)
|
|
|
2.37 |
% |
|
|
2.27 |
% |
|
|
9.05 |
% |
Net investment income/average net
assets(5)
|
|
|
1.36 |
% |
|
|
1.54 |
% |
|
|
6.90 |
% |
Net increase in net assets resulting from operations/average net
assets(5)
|
|
|
4.57 |
% |
|
|
3.72 |
% |
|
|
8.94 |
% |
Portfolio turnover
rate(5)
|
|
|
3.78 |
% |
|
|
9.33 |
% |
|
|
27.05 |
% |
Average debt outstanding
|
|
$ |
1,841.2 |
|
|
$ |
1,491.5 |
|
|
$ |
1,491.0 |
|
Average debt per
share(2)
|
|
$ |
12.05 |
|
|
$ |
10.52 |
|
|
$ |
10.24 |
|
|
|
(1) |
The results for the three months ended March 31, 2007, are
not necessarily indicative of the operating results to be
expected for the full year. |
|
(2) |
Based on diluted weighted average number of common shares
outstanding for the period. |
|
(3) |
Net realized gains and net change in unrealized appreciation or
depreciation can fluctuate significantly from period to period.
As a result, quarterly comparisons may not be meaningful. |
|
(4) |
Total return assumes the reinvestment of all dividends paid for
the periods presented. |
|
(5) |
The ratios for the three months ended March 31, 2007 and
2006, do not represent annualized results. |
Note 13. Litigation
On June 23, 2004, the Company was notified by the SEC that
the SEC is conducting an informal investigation of the Company.
On December 22, 2004, the Company received letters from the
U.S. Attorney for the District of Columbia requesting the
preservation and production of information regarding the Company
and Business Loan Express, LLC in connection with a criminal
54
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 13. Litigation, continued
investigation. Based on the information available to the Company
at this time, the inquiries appear to primarily pertain to
matters related to portfolio valuation and the Companys
portfolio company, Business Loan Express, LLC. To date, the
Company has produced materials in response to requests from both
the SEC and the U.S. Attorneys office, and a director and
certain current and former employees have provided testimony and
have been interviewed by the staff of the SEC and, in some
cases, the U.S. Attorneys Office. The Company is
voluntarily cooperating with these investigations.
In late December 2006, the Company received a subpoena from the
U.S. Attorney for the District of Columbia requesting,
among other things, the production of records regarding the use
of private investigators by the Company or its agents. The Board
established a committee, which was advised by its own counsel,
to review this matter. In the course of gathering documents
responsive to the subpoena, the Company became aware that an
agent of the Company obtained what were represented to be
telephone records of David Einhorn and which purport to be
records of calls from Greenlight Capital during a period of time
in 2005. Also, while the Company was gathering documents
responsive to the subpoena, allegations were made that the
Companys management had authorized the acquisition of
these records and that management was subsequently advised that
these records had been obtained. The Companys management
has stated that these allegations are not true. The Company is
cooperating fully with the inquiry by the United States
Attorneys office.
On February 13, 2007, Rena Nadoff filed a shareholder derivative
action in the Superior Court of the District of Columbia,
captioned Rena Nadoff v. Walton, et al., CA 001060-07, seeking
unspecified compensatory and other damages, as well as equitable
relief on behalf of Allied Capital Corporation.
Ms. Nadoffs complaint names as defendants the members
of Allied Capitals Board of Directors; Allied Capital is a
nominal defendant for purposes of the derivative action. The
complaint alleges breach of fiduciary duty by the Board of
Directors arising from internal control failures and
mismanagement of Business Loan Express, LLC, an Allied Capital
portfolio company. The Company believes the lawsuit is without
merit, and intends to defend the lawsuit vigorously. The Company
and the individual directors filed a motion to dismiss the
complaint in its entirety. The motion is pending.
On February 26, 2007, Dana Ross filed a class action
complaint in the U.S. District Court for the District of
Columbia in which she alleges that Allied Capital Corporation
and certain members of management violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and
Rule 10b-5
thereunder. The complaint is captioned Dana Ross v. Walton, et
al., CV 00402. Dana Ross claims that, between March 1,
2006, and January 10, 2007, Allied Capital either failed to
disclose or misrepresented information concerning the loan
origination practices of Business Loan Express, LLC, an Allied
Capital portfolio company. Dana Ross seeks unspecified
compensatory and other damages, as well as other relief. The
Company believes the lawsuit is without merit, and intends to
defend the lawsuit vigorously. There may be other similar class
action lawsuits filed.
In addition, the Company is party to certain lawsuits in the
normal course of business.
While the outcome of any of the legal proceedings described
above cannot at this time be predicted with certainty, the
Company does not expect these matters will materially affect its
financial condition or results of operations.
55
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Allied Capital Corporation:
We have reviewed the accompanying consolidated balance sheet of
Allied Capital Corporation and subsidiaries, including the
consolidated statement of investments, as of March 31,
2007, the related consolidated statements of operations, changes
in net assets and cash flows and the financial highlights
(included in Note 12) for the three-month periods ended
March 31, 2007 and 2006. These consolidated financial
statements and financial highlights are the responsibility of
the Companys management.
We conducted our reviews in accordance with standards of the
Public Company Accounting Oversight Board (United States). A
review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in
accordance with standards of the Public Company Accounting
Oversight Board (United States), the objective of which is the
expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the consolidated financial
statements and financial highlights referred to above for them
to be in conformity with U.S. generally accepted accounting
principles.
We have previously audited, in accordance with standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheet of Allied Capital Corporation and
subsidiaries, including the consolidated statement of
investments, as of December 31, 2006, and the related
consolidated statements of operations, changes in net assets and
cash flows (not presented herein), and the financial highlights,
for the year then ended; and in our report dated
February 28, 2007, we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated
balance sheet including the consolidated statement of
investments as of December 31, 2006, is fairly stated, in
all material respects, in relation to the consolidated balance
sheet from which it has been derived.
Washington, D.C.
May 7, 2007
56
Schedule 12-14
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
December 31, |
|
|
|
|
|
|
Portfolio Company |
|
|
|
Credited |
|
|
|
2006 |
|
Gross |
|
Gross |
|
March 31, 2007 |
(in thousands) |
|
Investment(1) |
|
to Income(6) |
|
Other(2) |
|
Value |
|
Additions(3) |
|
Reductions(4) |
|
Value |
|
Companies More Than 25% Owned |
|
Alaris Consulting, LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
572 |
|
|
$ |
(572 |
) |
|
$ |
|
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
918 |
|
|
|
|
|
|
|
(45 |
) |
|
|
873 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne Heavy Maintenance, Inc. |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Border Foods, Inc. |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Loan Express, LLC |
|
Class A Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Financial Services)
|
|
Interests(5) |
|
|
|
|
|
|
|
|
|
|
66,622 |
|
|
|
19,200 |
|
|
|
|
|
|
|
85,822 |
|
|
|
Class B Equity Interests |
|
|
|
|
|
|
|
|
|
|
79,139 |
|
|
|
|
|
|
|
|
|
|
|
79,139 |
|
|
|
Class C Equity Interests |
|
|
|
|
|
|
|
|
|
|
64,976 |
|
|
|
|
|
|
|
|
|
|
|
64,976 |
|
|
Calder Capital Partners, LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
$ |
49 |
|
|
|
975 |
|
|
|
400 |
|
|
|
(49 |
) |
|
|
1,326 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
2,076 |
|
|
|
78 |
|
|
|
|
|
|
|
2,154 |
|
|
Callidus Capital Corporation
|
|
Senior Loan |
|
$ |
17 |
|
|
|
|
|
|
|
|
|
|
|
2,100 |
|
|
|
(950 |
) |
|
|
1,150 |
|
|
(Financial Services)
|
|
Subordinated Debt |
|
|
271 |
|
|
|
|
|
|
|
5,762 |
|
|
|
259 |
|
|
|
|
|
|
|
6,021 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
22,550 |
|
|
|
1,943 |
|
|
|
|
|
|
|
24,493 |
|
|
Coverall North America, Inc.
|
|
Unitranche Debt |
|
|
1,084 |
|
|
|
|
|
|
|
36,333 |
|
|
|
9 |
|
|
|
(1,446 |
) |
|
|
34,896 |
|
|
(Business Services)
|
|
Subordinated Debt |
|
|
227 |
|
|
|
|
|
|
|
5,972 |
|
|
|
2 |
|
|
|
|
|
|
|
5,974 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
19,619 |
|
|
|
1,856 |
|
|
|
|
|
|
|
21,475 |
|
|
CR Holding, Inc.
|
|
Subordinated Debt |
|
|
1,664 |
|
|
|
|
|
|
|
39,401 |
|
|
|
351 |
|
|
|
|
|
|
|
39,752 |
|
|
(Consumer Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
25,738 |
|
|
|
5,142 |
|
|
|
|
|
|
|
30,880 |
|
|
Direct Capital Corporation
|
|
Subordinated Debt |
|
|
479 |
|
|
|
|
|
|
|
|
|
|
|
35,574 |
|
|
|
|
|
|
|
35,574 |
|
|
(Financial Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,250 |
|
|
|
|
|
|
|
19,250 |
|
|
Financial Pacific Company
|
|
Subordinated Debt |
|
|
3,142 |
|
|
|
|
|
|
|
71,362 |
|
|
|
370 |
|
|
|
|
|
|
|
71,732 |
|
|
(Financial Services)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
15,942 |
|
|
|
797 |
|
|
|
|
|
|
|
16,739 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
65,186 |
|
|
|
2,354 |
|
|
|
|
|
|
|
67,540 |
|
|
ForeSite Towers, LLC
|
|
Equity Interests |
|
|
1,269 |
|
|
|
|
|
|
|
12,290 |
|
|
|
|
|
|
|
(11,733 |
) |
|
|
557 |
|
|
(Tower Leasing)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Communications, LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
|
15,957 |
|
|
|
|
|
|
|
|
|
|
|
15,957 |
|
|
(Business Services)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
11,237 |
|
|
|
|
|
|
|
(6,307 |
) |
|
|
4,930 |
|
|
|
Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gordian Group, Inc.
|
|
Senior
Loan(5) |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
176 |
|
|
|
(176 |
) |
|
|
|
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthy Pet Corp.
|
|
Senior Loan |
|
|
764 |
|
|
|
|
|
|
|
27,038 |
|
|
|
5,350 |
|
|
|
(50 |
) |
|
|
32,338 |
|
|
(Consumer Services)
|
|
Subordinated Debt |
|
|
1,657 |
|
|
|
|
|
|
|
43,579 |
|
|
|
228 |
|
|
|
|
|
|
|
43,807 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
28,921 |
|
|
|
14,897 |
|
|
|
|
|
|
|
43,818 |
|
|
HMT, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
2,637 |
|
|
|
|
|
|
|
|
|
|
|
2,637 |
|
|
(Energy Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
8,664 |
|
|
|
21,509 |
|
|
|
|
|
|
|
30,173 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
3,336 |
|
|
|
8,281 |
|
|
|
|
|
|
|
11,617 |
|
|
Hot Stuff Foods,
LLC(7)
|
|
Senior Loan |
|
|
848 |
|
|
|
|
|
|
|
|
|
|
|
49,659 |
|
|
|
(110 |
) |
|
|
49,549 |
|
|
(Consumer Products)
|
|
Subordinated Debt |
|
|
804 |
|
|
|
|
|
|
|
|
|
|
|
60,361 |
|
|
|
(3,107 |
) |
|
|
57,254 |
|
|
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,460 |
|
|
|
(8,460 |
) |
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huddle House, Inc.
|
|
Senior Loan |
|
|
426 |
|
|
|
|
|
|
|
19,950 |
|
|
|
|
|
|
|
(19,950 |
) |
|
|
|
|
|
(Retail)
|
|
Subordinated Debt |
|
|
2,205 |
|
|
|
|
|
|
|
58,196 |
|
|
|
221 |
|
|
|
(178 |
) |
|
|
58,239 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
41,662 |
|
|
|
1,545 |
|
|
|
(129 |
) |
|
|
43,078 |
|
|
Impact Innovations Group, LLC |
|
Equity Interests in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
Affiliate |
|
|
|
|
|
|
|
|
|
|
873 |
|
|
|
|
|
|
|
(554 |
) |
|
|
319 |
|
|
See related footnotes at the end of this schedule.
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
December 31, |
|
|
|
|
|
|
Portfolio Company |
|
|
|
Credited |
|
|
|
2006 |
|
Gross |
|
Gross |
|
March 31, 2007 |
(in thousands) |
|
Investment(1) |
|
to Income(6) |
|
Other(2) |
|
Value |
|
Additions(3) |
|
Reductions(4) |
|
Value |
|
Insight Pharmaceuticals
|
|
Subordinated Debt |
|
$ |
1,445 |
|
|
|
|
|
|
$ |
43,884 |
|
|
$ |
232 |
|
|
$ |
|
|
|
$ |
44,116 |
|
|
Corporation
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
15,966 |
|
|
|
164 |
|
|
|
(1,620 |
) |
|
|
14,510 |
|
|
(Consumer Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
7,845 |
|
|
|
|
|
|
|
(7,845 |
) |
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jakel, Inc.
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
6,655 |
|
|
|
500 |
|
|
|
(7,155 |
) |
|
|
|
|
|
(Industrial Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy Partners Group, Inc.
|
|
Senior Loan
(5) |
|
|
|
|
|
|
|
|
|
|
4,843 |
|
|
|
|
|
|
|
|
|
|
|
4,843 |
|
|
(Financial Services)
|
|
Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
613 |
|
|
|
|
|
|
|
613 |
|
|
Litterer Beteiligungs-GmbH
|
|
Subordinated Debt |
|
|
10 |
|
|
|
|
|
|
|
692 |
|
|
|
6 |
|
|
|
|
|
|
|
698 |
|
|
(Business Services)
|
|
Equity Interest |
|
|
|
|
|
|
|
|
|
|
1,199 |
|
|
|
781 |
|
|
|
|
|
|
|
1,980 |
|
|
Mercury Air Centers, Inc.
|
|
Subordinated Debt |
|
|
2,010 |
|
|
|
|
|
|
|
49,217 |
|
|
|
520 |
|
|
|
|
|
|
|
49,737 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
195,019 |
|
|
|
56,690 |
|
|
|
|
|
|
|
251,709 |
|
|
MVL Group, Inc.
|
|
Senior Loan |
|
|
1,410 |
|
|
|
|
|
|
|
27,245 |
|
|
|
3,368 |
|
|
|
|
|
|
|
30,613 |
|
|
(Business Services)
|
|
Subordinated Debt |
|
|
877 |
|
|
|
|
|
|
|
35,478 |
|
|
|
3,614 |
|
|
|
|
|
|
|
39,092 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,333 |
|
|
|
|
|
|
|
1,333 |
|
|
Penn Detroit Diesel Allison, LLC
|
|
Subordinated Debt |
|
|
1,497 |
|
|
|
|
|
|
|
37,994 |
|
|
|
293 |
|
|
|
|
|
|
|
38,287 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
25,949 |
|
|
|
|
|
|
|
(1,984 |
) |
|
|
23,965 |
|
|
Powell Plant Farms, Inc.
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
|
26,192 |
|
|
|
3,950 |
|
|
|
|
|
|
|
30,142 |
|
|
(Consumer Products)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
962 |
|
|
|
2,875 |
|
|
|
|
|
|
|
3,837 |
|
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Champ, Inc.
|
|
Subordinated Debt |
|
|
1,087 |
|
|
|
|
|
|
|
27,619 |
|
|
|
183 |
|
|
|
|
|
|
|
27,802 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
16,786 |
|
|
|
|
|
|
|
(298 |
) |
|
|
16,488 |
|
|
Staffing Partners Holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company, Inc. |
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
486 |
|
|
|
54 |
|
|
|
|
|
|
|
540 |
|
|
(Business Services) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Startec Global Communications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Senior Loan |
|
|
367 |
|
|
|
|
|
|
|
15,965 |
|
|
|
|
|
|
|
(2,382 |
) |
|
|
13,583 |
|
|
(Telecommunications)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
11,232 |
|
|
|
5,853 |
|
|
|
|
|
|
|
17,085 |
|
|
Sweet Traditions, Inc.
|
|
Senior Loan |
|
|
1,088 |
|
|
|
|
|
|
|
35,172 |
|
|
|
210 |
|
|
|
|
|
|
|
35,382 |
|
|
(Retail)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
400 |
|
|
|
550 |
|
|
|
|
|
|
|
950 |
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
50 |
|
|
Triview Investments, Inc.
|
|
Senior Loan |
|
|
455 |
|
|
|
|
|
|
|
14,747 |
|
|
|
7 |
|
|
|
|
|
|
|
14,754 |
|
|
(Broadcasting & Cable/
|
|
Subordinated Debt |
|
|
1,414 |
|
|
|
|
|
|
|
56,008 |
|
|
|
7,134 |
|
|
|
|
|
|
|
63,142 |
|
|
Business Services/ |
|
Subordinated Debt
(5) |
|
|
637 |
|
|
|
|
|
|
|
4,342 |
|
|
|
508 |
|
|
|
|
|
|
|
4,850 |
|
|
Consumer Products)
|
|
Common Stock |
|
|
7 |
|
|
|
|
|
|
|
31,322 |
|
|
|
7,983 |
|
|
|
(281 |
) |
|
|
39,024 |
|
|
Total companies more than 25% owned |
|
$ |
27,157 |
|
|
|
|
|
|
$ |
1,490,180 |
|
|
|
|
|
|
|
|
|
|
$ |
1,773,164 |
|
|
Companies 5% to 25% Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Sales &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, Inc.
|
|
Subordinated Debt |
|
$ |
4,593 |
|
|
|
|
|
|
$ |
151,648 |
|
|
$ |
785 |
|
|
$ |
|
|
|
$ |
152,433 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
Air Medical Group Holdings LLC
|
|
Senior Loan |
|
|
61 |
|
|
|
|
|
|
|
1,763 |
|
|
|
1,782 |
|
|
|
(1,050 |
) |
|
|
2,495 |
|
|
(Healthcare Services)
|
|
Subordinated Debt |
|
|
1,234 |
|
|
|
|
|
|
|
35,128 |
|
|
|
5 |
|
|
|
|
|
|
|
35,133 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
5,950 |
|
|
|
950 |
|
|
|
|
|
|
|
6,900 |
|
|
Alpine ESP Holdings, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
602 |
|
|
|
|
|
|
|
(59 |
) |
|
|
543 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amerex Group, LLC
|
|
Subordinated Debt |
|
|
252 |
|
|
|
|
|
|
|
8,400 |
|
|
|
|
|
|
|
|
|
|
|
8,400 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
13,823 |
|
|
|
6,431 |
|
|
|
(19 |
) |
|
|
20,235 |
|
|
BB&T Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners/Windsor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Fund, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
5,554 |
|
|
|
|
|
|
|
|
|
|
|
5,554 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Becker Underwood, Inc.
|
|
Subordinated Debt |
|
|
889 |
|
|
|
|
|
|
|
24,163 |
|
|
|
158 |
|
|
|
|
|
|
|
24,321 |
|
|
(Industrial Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
3,700 |
|
|
|
|
|
|
|
(400 |
) |
|
|
3,300 |
|
|
BI Incorporated
|
|
Subordinated Debt |
|
|
1,030 |
|
|
|
|
|
|
|
30,135 |
|
|
|
121 |
|
|
|
|
|
|
|
30,256 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
4,100 |
|
|
|
1,900 |
|
|
|
|
|
|
|
6,000 |
|
|
CitiPostal, Inc. and Affiliates
|
|
Senior Loan |
|
|
571 |
|
|
|
|
|
|
|
20,569 |
|
|
|
4 |
|
|
|
(247 |
) |
|
|
20,326 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
4,700 |
|
|
|
682 |
|
|
|
(32 |
) |
|
|
5,350 |
|
|
Creative Group, Inc.
|
|
Subordinated Debt |
|
|
480 |
|
|
|
|
|
|
|
13,656 |
|
|
|
30 |
|
|
|
|
|
|
|
13,686 |
|
|
(Business Services)
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
1,387 |
|
|
|
|
|
|
|
(522 |
) |
|
|
865 |
|
|
See related footnotes at the end of this schedule.
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
December 31, |
|
|
|
|
|
|
Portfolio Company |
|
|
|
Credited |
|
|
|
2006 |
|
Gross |
|
Gross |
|
March 31, 2007 |
(in thousands) |
|
Investment(1) |
|
to Income(6) |
|
Other(2) |
|
Value |
|
Additions(3) |
|
Reductions(4) |
|
Value |
|
Drew Foam Companies, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
$ |
722 |
|
|
$ |
|
|
|
$ |
(34 |
) |
|
$ |
688 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
MedBridge Healthcare, LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
|
7,164 |
|
|
|
|
|
|
|
|
|
|
|
7,164 |
|
|
(Healthcare Services)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
1,813 |
|
|
|
595 |
|
|
|
|
|
|
|
2,408 |
|
|
|
Convertible |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110 |
|
|
|
(110 |
) |
|
|
|
|
|
Multi-Ad Services, Inc.
|
|
Unitranche Debt |
|
$ |
567 |
|
|
|
|
|
|
|
19,879 |
|
|
|
6 |
|
|
|
(100 |
) |
|
|
19,785 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
|
|
|
|
(223 |
) |
|
|
1,777 |
|
|
Nexcel Synthetics, LLC
|
|
Subordinated Debt |
|
|
332 |
|
|
|
|
|
|
|
10,978 |
|
|
|
101 |
|
|
|
(3,097 |
) |
|
|
7,982 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
1,486 |
|
|
|
|
|
|
|
(727 |
) |
|
|
759 |
|
|
PresAir LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
|
2,206 |
|
|
|
256 |
|
|
|
|
|
|
|
2,462 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
(5 |
) |
|
|
|
|
|
Progressive International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Subordinated Debt |
|
|
305 |
|
|
|
|
|
|
|
7,533 |
|
|
|
41 |
|
|
|
|
|
|
|
7,574 |
|
|
(Consumer Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
1,024 |
|
|
|
22 |
|
|
|
|
|
|
|
1,046 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
|
500 |
|
|
|
|
|
|
|
2,800 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regency Healthcare Group, LLC
|
|
Senior Loan |
|
|
36 |
|
|
|
|
|
|
|
1,232 |
|
|
|
|
|
|
|
|
|
|
|
1,232 |
|
|
(Healthcare Services)
|
|
Unitranche Debt |
|
|
560 |
|
|
|
|
|
|
|
19,908 |
|
|
|
5 |
|
|
|
|
|
|
|
19,913 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
1,616 |
|
|
|
24 |
|
|
|
|
|
|
|
1,640 |
|
|
SGT India Private Limited
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
3,346 |
|
|
|
149 |
|
|
|
(455 |
) |
|
|
3,040 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC
|
|
Subordinated Debt |
|
|
580 |
|
|
|
|
|
|
|
17,569 |
|
|
|
1,034 |
|
|
|
|
|
|
|
18,603 |
|
|
(Healthcare Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
2,541 |
|
|
|
7 |
|
|
|
(6 |
) |
|
|
2,542 |
|
|
Universal Environmental
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services, LLC
|
|
Unitranche Debt |
|
|
371 |
|
|
|
|
|
|
|
10,211 |
|
|
|
|
|
|
|
(552 |
) |
|
|
9,659 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
(15 |
) |
|
|
|
|
|
Total companies 5% to 25% owned |
|
$ |
11,861 |
|
|
|
|
|
|
$ |
449,813 |
|
|
|
|
|
|
|
|
|
|
$ |
457,871 |
|
|
This schedule should be read in conjunction with the
Companys consolidated financial statements, including the
consolidated statement of investments and Note 3 to the
consolidated financial statements. Note 3 includes
additional information regarding activities in the private
finance portfolio.
|
|
(1) |
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. The
principal amount for loans and debt securities and the number of
shares of common stock and preferred stock is shown in the
consolidated statement of investments as of March 31, 2007. |
|
(2) |
Other includes interest, dividend, or other income which was
applied to the principal of the investment and therefore reduced
the total investment. These reductions are also included in the
Gross Reductions for the investment, as applicable. |
|
(3) |
Gross additions include increases in the cost basis of
investments resulting from new portfolio investments,
paid-in-kind interest
or dividends, the amortization of discounts and closing fees,
the exchange of one or more existing securities for one or more
new securities and the movement of an existing portfolio company
into this category from a different category. Gross additions
also include net increases in unrealized appreciation or net
decreases in unrealized depreciation. |
|
(4) |
Gross reductions include decreases in the cost basis of
investments resulting from principal collections related to
investment repayments or sales, the exchange of one or more
existing securities for one or more new securities and the
movement of an existing portfolio company out of this category
into a different category. Gross reductions also include net
increases in unrealized depreciation or net decreases in
unrealized appreciation. |
|
(5) |
Loan or debt security is on non-accrual status at March 31,
2007, and is therefore considered non-income producing. Loans or
debt securities on non-accrual status at the end of the period
may or may not have been on non-accrual status for the full
period. |
|
(6) |
Represents the total amount of interest or dividends credited to
income for the portion of the year an investment was included in
the companies more than 25% owned or companies 5% to 25% owned
categories, respectively. |
|
(7) |
In the first quarter of 2007, the Company exercised its option
to acquire a majority of the voting securities of Hot Stuff
Foods, LLC at fair market value. Therefore, Hot Stuff Foods, LLC
was reclassified to companies more than 25% owned. |
59
|
|
Item 2. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
The following analysis of the financial condition and results
of operations of the Company should be read in conjunction with
the Companys Consolidated Financial Statements and the
Notes thereto included herein and in the Companys annual
report on
Form 10-K for the
year ended December 31, 2006. In addition, this quarterly
report on Form 10-Q contains certain forward-looking statements.
These statements include the plans and objectives of management
for future operations and financial objectives and can be
identified by the use of forward-looking terminology such as
may, will, expect,
intend, anticipate,
estimate, or continue or the negative
thereof or other variations thereon or comparable terminology.
These forward-looking statements are subject to the inherent
uncertainties in predicting future results and conditions.
Certain factors that could cause actual results and conditions
to differ materially from those projected in these
forward-looking statements are set forth below in the Risk
Factors section. Other factors that could cause actual results
to differ materially include:
|
|
|
|
|
changes in the economy and general economic conditions; |
|
|
|
risks associated with possible disruption in our operations
due to terrorism; |
|
|
|
future changes in laws or regulations and conditions in our
operating areas; and |
|
|
|
other risks and uncertainties as may be detailed from time to
time in our public announcements and SEC filings. |
Financial or other information presented for private finance
portfolio companies has been obtained from the portfolio
companies, and the financial information presented may represent
unaudited, projected or pro forma financial information, and
therefore may not be indicative of actual results. In addition,
the private equity industry uses financial measures such as
EBITDA or EBITDAM (Earnings Before Interest, Taxes,
Depreciation, Amortization and, in some instances, Management
fees) in order to assess a portfolio companys financial
performance and to value a portfolio company. EBITDA and EBITDAM
are not intended to represent cash flow from operations as
defined by U.S. generally accepted accounting principles and
such information should not be considered as an alternative to
net income, cash flow from operations or any other measure of
performance prescribed by U.S. generally accepted accounting
principles.
OVERVIEW
As a business development company, we are in the private equity
business. Specifically, we provide long-term debt and equity
investment capital to companies in a variety of industries. Our
private finance activity principally involves providing
financing to middle market U.S. companies through privately
negotiated long-term debt and equity investment capital. Our
financing is generally used to fund buyouts, acquisitions,
growth, recapitalizations, note purchases, and other types of
financings. We generally invest in private companies though,
from time to time, we may invest in companies that are public
but lack access to additional public capital. Our investment
objective is to achieve current income and capital gains.
Our portfolio composition at March 31, 2007 and 2006, and
December 31, 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
| |
Private finance
|
|
|
97% |
|
|
|
96% |
|
|
|
97% |
|
Commercial real estate finance
|
|
|
3% |
|
|
|
4% |
|
|
|
3% |
|
Our earnings depend primarily on the level of interest and
dividend income, fee and other income, and net realized and
unrealized gains or losses on our investment portfolio after
deducting interest expense on borrowed capital, operating
expenses and income taxes, including excise tax. Interest income
results from the stated interest rate earned on a loan or debt
security and the amortization of loan origination fees and
discounts. The
60
level of interest income is directly related to the balance of
the interest-bearing investment portfolio outstanding during the
period multiplied by the weighted average yield. Our ability to
generate interest income is dependent on economic, regulatory,
and competitive factors that influence new investment activity,
interest rates on the types of loans we make, the level of
repayments in the portfolio, the amount of loans and debt
securities for which interest is not accruing and our ability to
secure debt and equity capital for our investment activities.
The level of fee income is primarily related to the level of new
investment activity and the level of fees earned from portfolio
companies. The level of investment activity can vary
substantially from period to period depending on many factors,
including the amount of debt and equity capital available to
middle market companies, the level of merger and acquisition
activity for such companies, the general economic environment,
and the competitive environment for the types of investments we
make.
Because we are a regulated investment company for tax purposes,
we intend to distribute substantially all of our annual taxable
income available for distribution to shareholders as dividends
to our shareholders. See Other Matters below.
PORTFOLIO AND INVESTMENT ACTIVITY
The total portfolio at value, investment activity, and the yield
on interest-bearing investments at and for the three months
ended March 31, 2007 and 2006, and at and for the year
ended December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the | |
|
|
|
|
Three Months Ended | |
|
At and for the | |
|
|
March 31, | |
|
Year Ended | |
|
|
| |
|
December 31, | |
|
|
2007 | |
|
2006 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
Portfolio at value
|
|
$ |
4,498.8 |
|
|
$ |
3,691.0 |
|
|
$ |
4,496.1 |
|
Investments funded
|
|
$ |
170.2 |
|
|
$ |
797.9 |
|
|
$ |
2,437.8 |
|
Change in accrued or reinvested interest and dividends
(1)
|
|
$ |
11.3 |
|
|
$ |
(2.1 |
) |
|
$ |
11.3 |
|
Principal collections related to investment repayments
or sales
|
|
$ |
235.5 |
|
|
$ |
340.4 |
|
|
$ |
1,055.3 |
|
Yield on interest-bearing portfolio
investments(2)
|
|
|
11.6 |
% |
|
|
12.3 |
% |
|
|
11.8 |
% |
|
|
(1) |
Includes changes in accrued or reinvested interest related to
our investments in money market securities of $2.6 million,
$1.1 million, and $3.1 million, respectively, for the
three months ended March 31, 2007 and 2006, and for the
year ended December 31, 2006. |
|
(2) |
The weighted average yield on interest-bearing investments is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total interest-bearing investments at value. The
weighted average yield is computed as of the balance sheet date. |
61
Private Finance
The private finance portfolio at value, investment activity, and
the yield on loans and debt securities at and for the three
months ended March 31, 2007 and 2006, and at and for the
year ended December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for Three Months | |
|
|
|
|
|
|
Ended March 31, | |
|
|
|
|
| |
|
At and for the Year | |
|
|
|
|
|
|
Ended December 31, | |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
|
Value | |
|
Yield(2) | |
|
Value | |
|
Yield(2) | |
|
Value | |
|
Yield(2) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Portfolio at value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
365.0 |
|
|
|
8.4 |
% |
|
$ |
420.1 |
|
|
|
9.3 |
% |
|
$ |
405.2 |
|
|
|
8.4 |
% |
|
|
Unitranche debt
|
|
|
780.2 |
|
|
|
11.4 |
% |
|
|
362.7 |
|
|
|
11.1 |
% |
|
|
799.2 |
|
|
|
11.2 |
% |
|
|
Subordinated debt
|
|
|
1,946.1 |
|
|
|
12.5 |
% |
|
|
1,747.2 |
|
|
|
13.6 |
% |
|
|
1,980.8 |
|
|
|
12.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
3,091.3 |
|
|
|
11.7 |
% |
|
|
2,530.0 |
|
|
|
12.5 |
% |
|
|
3,185.2 |
|
|
|
11.9 |
% |
|
Equity securities
|
|
|
1,285.0 |
|
|
|
|
|
|
|
1,031.6 |
|
|
|
|
|
|
|
1,192.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio
|
|
$ |
4,376.3 |
|
|
|
|
|
|
$ |
3,561.6 |
|
|
|
|
|
|
$ |
4,377.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
funded(1)
|
|
$ |
170.2 |
|
|
|
|
|
|
$ |
795.9 |
|
|
|
|
|
|
$ |
2,423.4 |
|
|
|
|
|
Change in accrued or reinvested interest and dividends
|
|
$ |
9.1 |
|
|
|
|
|
|
$ |
(4.2 |
) |
|
|
|
|
|
$ |
7.2 |
|
|
|
|
|
Principal collections related to investment repayments or
sales(3)
|
|
$ |
235.1 |
|
|
|
|
|
|
$ |
336.6 |
|
|
|
|
|
|
$ |
1,015.4 |
|
|
|
|
|
|
|
(1) |
Investments funded for the three months ended March 31,
2006, and for the year ended December 31, 2006, included
debt investments in certain portfolio companies received in
conjunction with the sale of such companies. See
Private Finance, Investments Funded below. |
|
(2) |
The weighted average yield on loans and debt securities is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total loans and debt securities at value. The weighted
average yield is computed as of the balance sheet date. |
|
(3) |
Includes collections from the sale or repayment of senior loans
totaling $94.7 million, $13.2 million, and
$322.7 million for the three months ended March 31,
2007 and 2006, and for the year ended December 31, 2006,
respectively. |
Our investment activity is focused on making long-term
investments in the debt and equity of primarily private middle
market companies. Debt investments may include senior loans,
unitranche debt (a single debt investment that is a blend of
senior and subordinated debt terms), or subordinated debt (with
or without equity features). The junior debt that we invest in
that is lower in repayment priority than senior debt is also
known as mezzanine debt. Equity investments may include a
minority equity stake in connection with a debt investment or a
substantial equity stake in connection with a buyout
transaction. In a buyout transaction, we generally invest in
senior and/or subordinated debt and equity (preferred and/or
voting or non-voting common) where our equity ownership
represents a significant portion of the equity, but may or may
not represent a controlling interest.
We intend to take a balanced approach to private equity
investing that emphasizes a complementary mix of debt
investments and buyout investments. The combination of these two
types of investments provides current interest and related
portfolio income and the potential for future capital gains. The
private equity investment marketplace is very active. Purchase
price multiples remain high and debt pricing is competitive. In
this competitive market, we are focusing on investments that
provide the opportunity for attractive total returns such as
buyout investments or debt investments where we can make
co-investments in the portfolio companys equity
securities. In many instances we believe that debt-only
investments, which provide only interest income with no
potential for future capital gain, may be unattractive for our
portfolio in todays competitive pricing environment.
62
The level of investment activity for investments funded and
principal repayments for private finance investments can vary
substantially from period to period depending on the number and
size of investments that we make or that we exit and many other
factors, including the amount of debt and equity capital
available to middle market companies, the level of merger and
acquisition activity for such companies, the general economic
environment, and the competitive environment for the types of
investments we make.
In the current market, we believe that it is important to be
disciplined in our investing activities, carefully considering
investment risk and return. For 2006, we reviewed over
$65 billion in prospective investments and we closed on
approximately 3% of the potential new investments that we
reviewed. For the first quarter of 2007, we reviewed over
$20 billion in prospective investments and we closed on
approximately 1% of the potential new investments we reviewed.
We continue to have an active pipeline of new investments under
consideration and we believe that merger and acquisition
activity for middle market companies will remain strong in 2007.
63
Investments Funded. Investments funded and the
weighted average yield on loans and debt securities funded for
the three months ended March 31, 2007 and 2006, and for the
year ended December 31, 2006, consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2007 | |
|
|
| |
|
|
Debt Investments | |
|
Buyout Investments | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
41.2 |
|
|
|
8.8 |
% |
|
$ |
12.7 |
|
|
|
10.4 |
% |
|
$ |
53.9 |
|
|
|
9.2 |
% |
|
Unitranche
debt(2)
|
|
|
5.3 |
|
|
|
11.0 |
% |
|
|
|
|
|
|
|
|
|
|
5.3 |
|
|
|
11.0 |
% |
|
Subordinated debt
|
|
|
14.4 |
|
|
|
9.3 |
% |
|
|
62.1 |
|
|
|
10.5 |
% |
|
|
76.5 |
|
|
|
10.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
60.9 |
|
|
|
9.1 |
% |
|
|
74.8 |
|
|
|
10.5 |
% |
|
|
135.7 |
|
|
|
9.9 |
% |
Equity
|
|
|
9.7 |
|
|
|
|
|
|
|
24.8 |
|
|
|
|
|
|
|
34.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
70.6 |
|
|
|
|
|
|
$ |
99.6 |
|
|
|
|
|
|
$ |
170.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2006 | |
|
|
| |
|
|
Debt Investments | |
|
Buyout Investments | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
85.0 |
|
|
|
9.1 |
% |
|
$ |
117.8 |
|
|
|
8.9 |
% |
|
$ |
202.8 |
|
|
|
9.0 |
% |
|
Unitranche
debt(2)
|
|
|
75.0 |
|
|
|
10.6 |
% |
|
|
|
|
|
|
|
|
|
|
75.0 |
|
|
|
10.6 |
% |
|
Subordinated
debt(3)
|
|
|
279.3 |
|
|
|
12.5 |
% |
|
|
145.4 |
|
|
|
13.9 |
% |
|
|
424.7 |
|
|
|
13.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
439.3 |
|
|
|
11.5 |
% |
|
|
263.2 |
|
|
|
11.6 |
% |
|
|
702.5 |
|
|
|
11.6 |
% |
Equity
|
|
|
24.6 |
|
|
|
|
|
|
|
68.8 |
|
|
|
|
|
|
|
93.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
463.9 |
|
|
|
|
|
|
$ |
332.0 |
|
|
|
|
|
|
$ |
795.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2006 | |
|
|
| |
|
|
Debt Investments | |
|
Buyout Investments | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
245.4 |
|
|
|
9.4 |
% |
|
$ |
239.8 |
|
|
|
8.9 |
% |
|
$ |
485.2 |
|
|
|
9.2 |
% |
|
Unitranche
debt(2)
|
|
|
471.7 |
|
|
|
10.7 |
% |
|
|
146.5 |
|
|
|
12.9 |
% |
|
|
618.2 |
|
|
|
11.3 |
% |
|
Subordinated
debt(3)
|
|
|
510.7 |
|
|
|
13.0 |
% |
|
|
423.8 |
|
|
|
14.4 |
% |
|
|
934.5 |
|
|
|
13.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
1,227.8 |
|
|
|
11.4 |
% |
|
|
810.1 |
|
|
|
12.5 |
% |
|
|
2,037.9 |
|
|
|
11.9 |
% |
Equity
|
|
|
91.4 |
(4) |
|
|
|
|
|
|
294.1 |
|
|
|
|
|
|
|
385.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,319.2 |
|
|
|
|
|
|
$ |
1,104.2 |
|
|
|
|
|
|
$ |
2,423.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average yield on interest-bearing investments is
computed as the (a) annual stated interest on accruing
interest-bearing investments, divided by (b) total
interest-bearing investments funded. |
|
(2) |
Unitranche debt is a single debt investment that is a blend of
senior and subordinated debt terms. The yield on a unitranche
investment reflects the blended yield of senior and subordinated
debt combined. |
|
(3) |
Debt investments funded for the three months ended
March 31, 2006, and for the year ended December 31,
2006, included a $150 million subordinated debt investment
in Advantage Sales & Marketing, Inc. received in conjunction
with the sale of Advantage. Debt investments funded for the year
ended December 31, 2006, included a $30 million
subordinated debt investment in STS Operating, Inc. received in
conjunction with the sale of STS. |
|
(4) |
Equity investments for the year ended December 31, 2006,
included $26.1 million in investments in the preferred
shares/income notes of collateralized loan obligations (CLOs)
that are managed by Callidus Capital Corporation, a portfolio
company controlled by us. These CLOs primarily invest in senior
debt. |
64
Private finance investments funded April 1, 2007, through
May 4, 2007, totaled approximately $290 million.
We generally fund new investments using cash. In addition, we
may acquire securities in exchange for our common equity. Also,
we may acquire new securities through the reinvestment of
previously accrued interest and dividends in debt or equity
securities, or the current reinvestment of interest and dividend
income through the receipt of a debt or equity security
(payment-in-kind income). From time to time we may opt to
reinvest accrued interest receivable in a new debt or equity
security in lieu of receiving such interest in cash.
We may originate, underwrite and arrange senior loans related to
our portfolio investments or for other companies that are not in
our portfolio. Senior loans originated by us may or may not be
funded by us at closing. When these senior loans are closed, we
may fund all or a portion of the underwritten commitment pending
sale of the loan to other investors, which may include loan
sales to Callidus Capital Corporation (Callidus) or funds
managed by Callidus, a portfolio company controlled by us. In
addition, we are in the process of developing a fund to invest
in senior debt opportunities, which, if closed, we may sell a
portion of our senior or unitranche loans to the fund. After
completion of loan sales, we may or may not retain a position in
these senior loans. We generally earn a fee on the senior loans
originated and underwritten whether or not we fund the
underwritten commitment. In addition, we may fund most or all of
the debt and equity capital upon the closing of certain buyout
transactions, which may include investments in lower-yielding
senior debt. Subsequent to the closing, the portfolio company
may refinance all or a portion of the lower-yielding senior
debt, which would reduce our investment. Repayments include
repayments of senior debt funded by us that was subsequently
sold by us or refinanced or repaid by the portfolio companies.
Yield. The weighted average yield on the private
finance loans and debt securities was 11.7% at March 31,
2007, as compared to 11.9% and 12.5% at December 31, 2006,
and March 31, 2006, respectively. The weighted average
yield on the private finance loans and debt securities may
fluctuate from period to period depending on the yield on new
loans and debt securities funded, the yield on loans and debt
securities repaid, the amount of loans and debt securities for
which interest is not accruing (see Portfolio Asset
Quality Loans and Debt Securities on Non-Accrual
Status below) and the amount of lower-yielding senior or
unitranche debt in the portfolio at the end of the period.
Yields on senior and subordinated debt investments are generally
lower in the current market as a result of the supply of capital
available to middle market companies. We believe that debt
yields will remain on the lower end of a historical range as
long as merger and acquisition activity remains robust and the
supply of capital remains strong.
The yield on the private finance portfolio has declined partly
due to our strategy to pursue investments where our position in
the portfolio company capital structure is more senior, such as
senior debt and unitranche investments that typically have lower
yields than subordinated debt investments. In addition, during
the fourth quarter of 2006, the guaranteed dividend yield on our
investment in BLXs 25% Class A equity interests was
placed on non-accrual status. The Class A equity interests
are included in our loans and debt securities. See
Business Loan Express, LLC below.
65
Outstanding Investment Commitments. At
March 31, 2007, we had outstanding private finance
investment commitments as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies | |
|
Companies | |
|
Companies | |
|
|
|
|
More Than | |
|
5% to 25% | |
|
Less Than | |
|
|
|
|
25% Owned(1) | |
|
Owned | |
|
5% Owned | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
($ in millions) |
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
18.7 |
|
|
$ |
15.7 |
|
|
$ |
90.3 |
|
|
$ |
124.7 |
(2) |
Unitranche
|
|
|
|
|
|
|
|
|
|
|
60.2 |
|
|
|
60.2 |
|
Subordinated debt
|
|
|
44.2 |
|
|
|
0.1 |
|
|
|
|
|
|
|
44.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
62.9 |
|
|
|
15.8 |
|
|
|
150.5 |
|
|
|
229.2 |
|
Equity securities
|
|
|
83.0 |
|
|
|
16.0 |
|
|
|
73.7 |
|
|
|
172.7 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
145.9 |
|
|
$ |
31.8 |
|
|
$ |
224.2 |
|
|
$ |
401.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes various commitments to Callidus Capital Corporation
(Callidus), a portfolio company controlled by us, which owns 80%
(subject to dilution) of Callidus Capital Management, LLC, an
asset management company that structures and manages
collateralized debt obligations (CDOs), collateralized loan
obligations (CLOs), and other related investments, as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
|
Committed | |
|
Amount | |
|
Available | |
|
|
Amount | |
|
Drawn | |
|
to be Drawn | |
|
|
| |
|
| |
|
| |
($ in millions) |
|
|
|
|
|
|
Revolving line of credit for working capital
|
|
$ |
4.0 |
|
|
$ |
(1.1 |
) |
|
$ |
2.9 |
|
Subordinated debt to support warehouse facilities &
warehousing
activities(*)
|
|
|
44.0 |
|
|
|
|
|
|
|
44.0 |
|
Purchase of preferred equity in future CLO transactions
|
|
|
73.2 |
|
|
|
|
|
|
|
73.2 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
121.2 |
|
|
$ |
(1.1 |
) |
|
$ |
120.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
Callidus has a secured warehouse credit facility with a third
party for up to $360 million. The facility is used
primarily to finance the acquisition of loans pending
securitization through a CDO or CLO. In addition, Callidus has a
synthetic credit facility with a third party for up to
$50 million. In conjunction with these facilities, we have
agreed to designate our subordinated debt commitment for
Callidus to draw upon to provide first loss capital as needed to
support the facilities. |
|
|
|
|
(2) |
Includes $105.6 million in the form of revolving senior
debt facilities to 29 companies. |
|
|
(3) |
Includes $89.8 million to 19 private equity and
venture capital funds, including $4.3 million in
co-investment
commitments to one private equity fund. |
In addition to these outstanding investment commitments at
March 31, 2007, we may be required to fund additional
amounts under earn-out arrangements primarily related to buyout
transactions in the future if those companies meet agreed-upon
performance targets. We also had commitments to private finance
portfolio companies in the form of standby letters of credit and
guarantees totaling $222.1 million. See Financial
Condition, Liquidity and Capital Resources.
Mercury Air Centers, Inc. At March 31, 2007,
our investment in Mercury Air Centers, Inc. (Mercury) totaled
$84.8 million at cost and $301.4 million at value, or
6.0% of our total assets, which included unrealized appreciation
of $216.6 million.
Mercury owns and operates fixed base operations generally under
long-term leases from local airport authorities, which consist
of terminal and hangar complexes that service the needs of the
general aviation community. Mercury is headquartered in Richmond
Heights, OH. We completed the purchase of a majority ownership
in Mercury in April 2004.
66
Total interest and related portfolio income earned from our
investment in Mercury for the three months ended March 31,
2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Interest income
|
|
$ |
2.0 |
|
|
$ |
2.9 |
|
Fees and other income
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
2.1 |
|
|
$ |
3.1 |
|
|
|
|
|
|
|
|
Interest income from Mercury included $0.5 million for both
the three months ended March 31, 2007 and 2006, which was
paid in kind. The interest paid in kind was paid to us through
the issuance of additional debt.
Net change in unrealized appreciation or depreciation included a
net increase in unrealized appreciation on our investment in
Mercury of $56.7 million and $4.7 million for the
three months ended March 31, 2007 and 2006, respectively.
In April 2007, we signed a definitive agreement to sell our
majority equity interest in Mercury. Based on the definitive
agreement, Mercury is expected to sell for an enterprise value
of approximately $427 million, subject to pre- and
post-closing adjustments. In connection with the transaction, we
expect to be repaid approximately $50 million of
subordinated debt outstanding to Mercury at closing. We also
expect to realize a gain on our equity being sold of
approximately $240 million, subject to pre- and
post-closing adjustments. Approximately $10 million of our
proceeds from the sale of our equity will be subject to certain
holdback provisions. The transaction is expected to close in the
third quarter of 2007 upon satisfying certain closing
conditions, including regulatory approvals.
Business Loan Express,
LLC. BLX originates, sells,
and services primarily real estate secured loans, including real
estate secured conventional small business loans, SBA 7(a)
loans, and small investment real estate loans. BLX has offices
across the United States and is headquartered in New York, NY.
We acquired BLX in 2000.
At March 31, 2007, our investment in BLX totaled
$314.5 million at cost and $229.9 million at value, or
4.6% of our total assets, which included unrealized depreciation
of $84.6 million. In the first quarter of 2007 we increased
our investment in BLX by $19.2 million by acquiring
additional Class A equity interests. In addition, in the
first quarter of 2007, the chief executive officer of BLX
invested $3.0 million in the form of Class A equity
interests in BLX. We agreed to purchase these interests for cash
at fair value in the event that BLX amends or otherwise
restructures its existing senior credit facility or he is
terminated for any reason. The purpose of these additional
investments was to fund payments to the SBA discussed below and
to provide additional equity to BLX.
Total interest and related portfolio income earned from our
investment in BLX for the three months ended March 31, 2007
and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Interest income on subordinated debt and Class A equity
interests
|
|
$ |
|
|
|
$ |
3.9 |
|
Fees and other income
|
|
|
1.4 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
1.4 |
|
|
$ |
6.1 |
|
|
|
|
|
|
|
|
Interest and dividend income from BLX for the three months ended
March 31, 2006, included interest income of
$1.8 million which was paid in kind. The interest paid in
kind was paid to us through the issuance of additional equity
interests. In the fourth quarter of 2006, we placed our
investment in BLXs 25% Class A equity interests on
non-accrual status. As a result, there was no interest income
from our investment in BLX for the three months ended
March 31, 2007.
67
In consideration for providing a guaranty on BLXs
revolving credit facility and standby letters of credit
(discussed below), we earned fees of $1.4 million and
$1.6 million for the three months ended March 31, 2007
and 2006, respectively, which were included in fees and other
income. The remaining fees and other income relate to management
fees from BLX. We did not charge a management fee to BLX in the
first quarter of 2007.
Net change in unrealized appreciation or depreciation included
no change in unrealized depreciation on our investment in BLX
for the three months ended March 31, 2007, and a net
decrease in unrealized appreciation of $22.7 million for
the three months ended March 31, 2006. See Results of
Operations, Valuation of Business Loan Express, LLC below.
BLX is a national, non-bank lender that participates in the
SBAs 7(a) Guaranteed Loan Program and is licensed by
the SBA as a Small Business Lending Company (SBLC). The Office
of the Inspector General of the SBA (OIG) and the United States
Secret Service are conducting an ongoing investigation of
allegedly fraudulently obtained SBA-guaranteed loans issued by
BLX. Specifically, on or about January 9, 2007, BLX became
aware of an indictment captioned as the United States v.
Harrington,
No. 2:06-CR-20662
pending in the United States District Court for the Eastern
District of Michigan. The indictment alleges that a former BLX
employee in the Detroit office engaged in the fraudulent
origination of loans guaranteed, in substantial part, by the
SBA. We understand that BLX is working cooperatively with the
U.S. Attorneys Office and the investigating agencies with
respect to this matter. The OIG and the U.S. Department of
Justice are also conducting a civil investigation of BLXs
lending practices in various jurisdictions. These investigations
are ongoing. As an SBA lender, BLX is also subject to other SBA
and OIG audits, investigations, and reviews. These
investigations, audits and reviews, changes in the laws or
regulations that govern SBLCs or the SBA 7(a) Guaranteed
Loan Program, or changes in government funding for this program
could have a material adverse impact on BLX and, as a result,
could negatively affect our financial results. We have
considered these matters in performing the valuation of BLX at
March 31, 2007. See Results of Operations, Valuation
of Business Loan Express, LLC below. We are monitoring the
situation and have retained a third party to work with BLX to
conduct a review of BLXs current internal control systems,
with a focus on preventing fraud and further strengthening
BLXs operations.
On March 6, 2007, BLX entered into an agreement with the
SBA. According to the agreement, BLX remains a preferred lender
in the SBA 7(a) Guaranteed Loan Program and retains the ability
to sell loans into the secondary market. As part of this
agreement, BLX agreed to the immediate payment of approximately
$10 million to the SBA to cover amounts paid by the SBA
with respect to some of the SBA-guaranteed loans that have been
the subject of inquiry by the United States Attorneys
Office for the Eastern District of Michigan. As part of the
SBAs increased oversight, the agreement provides that any
loans originated and closed by BLX during the term of the
agreement will be reviewed by an independent third party
selected by the SBA prior to the sale of such loans into the
secondary market. The agreement also requires BLX to repurchase
the guaranteed portion of certain loans that default after
having been sold into the secondary market, and subjects such
loans to a similar third party review prior to any reimbursement
of BLX by the SBA. In connection with this agreement, BLX also
entered into an escrow agreement with the SBA and an escrow
agent in which BLX agreed to deposit $10 million with the
escrow agent for any additional payments BLX may be obligated to
pay to the SBA in the future. BLX remains subject to SBA rules
and regulations and as a result may be required to make
additional payments to the SBA in the ordinary course of
business. The agreement states that nothing in the agreement
shall affect the rights of BLX to securitize or service its
loans. Notwithstanding the foregoing, BLX and the SBA are
conducting ongoing discussions with respect to BLXs
ability to securitize the unguaranteed portions of SBA loans.
On or about January 16, 2007, BLX and Business
Loan Center LLC (BLC) became aware of a lawsuit
titled, United States, ex rel James R. Brickman and Greenlight
Capital, Inc. v. Business Loan Express LLC f/k/a
Business Loan Express, Inc.; Business Loan Center LLC
f/k/a Business Loan Center, Inc.; Robert Tannenhauser;
Matthew McGee; and George Harrigan, 05-CV-3147 (JEC), that is
pending in the United
68
States District Court for the Northern District of Georgia. The
complaint includes allegations arising under the False Claims
Act and relating to alleged fraud in connection with SBA
guarantees on shrimp vessel loans made by BLX and BLC. On
April 9, 2007, BLX, BLC and the other defendants filed
motions to dismiss the complaint in its entirety. The motions
are pending.
At March 31, 2007, BLX had a three-year $500.0 million
revolving credit facility provided by third party lenders that
matures in March 2009. The revolving credit facility may be
expanded through new or additional commitments up to
$600.0 million at BLXs option. This facility provides
for a sub-facility for the issuance of letters of credit for up
to an amount equal to 25% of the committed facility. We have
provided an unconditional guaranty to these revolving credit
facility lenders in an amount equal to 50% of the total
obligations (consisting of principal, letters of credit issued
under the facility, accrued interest, and other fees) of BLX
under this facility. At March 31, 2007, the principal
amount outstanding on the revolving credit facility was
$300.8 million and letters of credit issued under the
facility were $55.9 million. The total obligation
guaranteed by us at March 31, 2007, was
$179.4 million. At March 31, 2007, we had also
provided four standby letters of credit totaling
$20.0 million in connection with four term securitization
transactions completed by BLX.
The guaranty on the BLX revolving line of credit facility can be
called by the lenders in the event of a default, which includes
certain defaults under our revolving credit facility. Among
other requirements, the BLX facility requires that BLX maintain
compliance with certain financial covenants such as interest
coverage, maximum debt to net worth, asset coverage, and
maintenance of certain asset quality metrics. In addition, BLX
would have an event of default if BLX failed to maintain its
lending status with the SBA and such failure could reasonably be
expected to result in a material adverse effect on BLX, or if
BLX failed to maintain certain financing programs for the sale
or long-term funding of BLXs loans. At March 31,
2007, BLX received waivers from its lenders with respect to
non-compliance with certain covenants, including waiver of
compliance with the interest coverage ratio and certain other
covenants to permit BLX to comply with its obligations under its
agreement with the SBA. In addition, BLX and the SBA are
conducting ongoing discussions with respect to BLXs
ability to securitize the unguaranteed portions of SBA loans.
The waiver provides that BLX may retain unguaranteed portions of
SBA loans on its balance sheet. Certain of these waivers expire
on June 30, 2007.
BLX has a separate non-recourse warehouse facility to enable it
to securitize the unguaranteed portion of its SBA loans. BLX has
been receiving temporary extensions of the warehouse facility,
and the current extension expires on June 1, 2007. BLX is
in negotiations with the warehouse facility providers to renew
and amend the facility for an additional one year term, subject
to satisfactory conclusion of discussions with the SBA with
respect to BLXs ability to securitize the unguaranteed
portions of SBA loans. If the current facility were to expire
without renewal, the outstanding amounts owing to the warehouse
providers do not become immediately due and payable. Instead,
BLX would be required to apply substantially all collections on
the unguaranteed interests that currently are in the warehouse
facility to repay the outstanding amounts owing to the warehouse
providers until the warehouse providers were paid in full,
similar to an amortizing term loan. In such an event, BLX would
not have the right to sell additional unguaranteed interests in
SBA loans into this facility.
We are monitoring BLXs discussions with the SBA, the
senior lenders and the warehouse securitization facility
providers, and we intend to work with BLX management to
implement its business plan, including funding alternatives. The
ultimate resolution of these matters could have a material
adverse impact on BLXs financial condition, and, as a
result, our financial results could be negatively affected.
Advantage Sales & Marketing,
Inc. At December 31,
2005, our investment in Advantage totaled $257.7 million at
cost and $660.4 million at value, or 16.4% of our total
assets, which included unrealized appreciation of
$402.7 million. We completed the purchase of a majority
ownership in Advantage in June 2004.
On March 29, 2006, we sold our majority equity interest in
Advantage. We were repaid our $184 million in subordinated
debt outstanding and realized a gain at closing on our equity
investment sold of $433.1 million, subject to post-closing
adjustments. Subsequent to closing on this sale, we realized
additional gains in 2006
69
resulting from post-closing adjustments totaling
$1.3 million. In addition, there is potential for us to
receive additional consideration through an earn-out payment
that would be based on Advantages 2006 audited results.
Our realized gain of $434.4 million for the year ended
December 31, 2006, subject to post-closing adjustments,
excludes any earn-out amounts.
As consideration for the common stock sold in the transaction,
we received a $150 million subordinated note, with the
balance of the consideration paid in cash. In addition, a
portion of our cash proceeds from the sale of the common stock
were placed in escrow, subject to certain holdback provisions.
At March 31, 2007, the amount of the escrow included in
other assets on our consolidated balance sheet was approximately
$24 million. For tax purposes, the receipt of the
$150 million subordinated note as part of our consideration
for the common stock sold and the hold back of certain proceeds
in escrow has allowed us, through installment treatment, to
defer the recognition of taxable income for a portion of our
realized gain until the note or other amounts are collected.
In connection with the sale transaction, we retained an equity
investment in the business valued at $15 million at closing
as a minority shareholder. During the fourth quarter of 2006,
Advantage made a distribution on this minority equity
investment, which reduced our cost basis to zero and resulted in
a realized gain of $4.8 million.
Total interest and related portfolio income earned from our
investment in Advantage while we held a majority equity interest
was $14.1 million (which included a prepayment premium of
$5.0 million), for the three months ended March 31,
2006. In addition, we earned structuring fees of
$2.3 million on our new $150 million subordinated debt
investment in Advantage upon the closing of the sale transaction
in 2006.
Our investment in Advantage at March 31, 2007, which was
composed of subordinated debt and a minority equity interest,
totaled $152.4 million at cost and $163.4 million at
value, which included unrealized appreciation of
$11.0 million.
Advantage is a sales and marketing agency providing outsourced
sales, merchandising, and marketing services to the consumer
packaged goods industry. Advantage has offices across the United
States and is headquartered in Irvine, CA.
70
Commercial Real Estate Finance
The commercial real estate finance portfolio at value,
investment activity, and the yield on interest-bearing
investments at and for the three months ended March 31,
2007 and 2006, and at and for the year ended December 31,
2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the | |
|
|
|
|
Three Months Ended March 31, | |
|
At and for the | |
|
|
| |
|
Year Ended | |
|
|
|
|
|
|
December 31, | |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Portfolio at value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial mortgage loans
|
|
$ |
72.2 |
|
|
|
7.5% |
|
|
$ |
102.7 |
|
|
|
7.6% |
|
|
$ |
71.9 |
|
|
|
7.5% |
|
|
Real estate owned
|
|
|
21.0 |
|
|
|
|
|
|
|
15.0 |
|
|
|
|
|
|
|
19.6 |
|
|
|
|
|
|
Equity interests
|
|
|
29.3 |
|
|
|
|
|
|
|
11.7 |
|
|
|
|
|
|
|
26.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio
|
|
$ |
122.5 |
|
|
|
|
|
|
$ |
129.4 |
|
|
|
|
|
|
$ |
118.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments funded
|
|
$ |
|
|
|
|
|
|
|
$ |
2.0 |
|
|
|
|
|
|
$ |
14.4 |
|
|
|
|
|
Change in accrued or reinvested interest
|
|
$ |
(0.4 |
) |
|
|
|
|
|
$ |
1.0 |
|
|
|
|
|
|
$ |
1.0 |
|
|
|
|
|
Principal collections related to investment repayments or sales
|
|
$ |
0.4 |
|
|
|
|
|
|
$ |
3.8 |
|
|
|
|
|
|
$ |
39.9 |
|
|
|
|
|
|
|
(1) |
The weighted average yield on the interest-bearing investments
is computed as the (a) annual stated interest on accruing
loans plus the annual amortization of loan origination fees,
original issue discount, and market discount on accruing
interest-bearing investments less the annual amortization of
origination costs, divided by (b) total interest-bearing
investments at value. The weighted average yield is computed as
of the balance sheet date. Interest-bearing investments for the
commercial real estate finance portfolio include all investments
except for real estate owned and equity interests. |
At March 31, 2007, we had outstanding funding commitments
related to commercial mortgage loans and equity interests of
$8.9 million, and commitments in the form of standby
letters of credit and guarantees related to equity interests of
$6.9 million.
Sale of CMBS Bonds and Collateralized Debt Obligation
Bonds and Preferred Shares. On May 3, 2005, we
completed the sale of our portfolio of commercial
mortgage-backed securities (CMBS) and real estate related
collateralized debt obligation (CDO) bonds and preferred
shares. Under the sale agreement, we agreed not to primarily
invest in CMBS and real estate-related CDOs and refrain from
certain other real estate-related investing or servicing
activities for a period of three years, or through May 2008,
subject to certain limitations and excluding our existing
portfolio and related activities.
71
PORTFOLIO ASSET QUALITY
Portfolio by Grade. We employ a grading system for
our entire portfolio. Grade 1 is used for those investments
from which a capital gain is expected. Grade 2 is used for
investments performing in accordance with plan. Grade 3 is
used for investments that require closer monitoring; however, no
loss of investment return or principal is expected. Grade 4
is used for investments that are in workout and for which some
loss of current investment return is expected, but no loss of
principal is expected. Grade 5 is used for investments that
are in workout and for which some loss of principal is expected.
At March 31, 2007, and December 31, 2006, our
portfolio was graded as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Portfolio | |
|
Percentage of | |
|
Portfolio | |
|
Percentage of | |
Grade |
|
at Value | |
|
Total Portfolio | |
|
at Value | |
|
Total Portfolio | |
|
|
| |
|
| |
|
| |
|
| |
($ in millions) |
|
|
|
|
|
|
|
|
1
|
|
$ |
1,468.8 |
|
|
|
32.6 |
% |
|
$ |
1,307.3 |
|
|
|
29.1 |
% |
2
|
|
|
2,457.6 |
|
|
|
54.6 |
|
|
|
2,672.3 |
|
|
|
59.4 |
|
3
|
|
|
339.7 |
|
|
|
7.6 |
|
|
|
308.1 |
|
|
|
6.9 |
|
4
|
|
|
99.3 |
|
|
|
2.2 |
|
|
|
84.2 |
|
|
|
1.9 |
|
5
|
|
|
133.4 |
|
|
|
3.0 |
|
|
|
124.2 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,498.8 |
|
|
|
100.0 |
% |
|
$ |
4,496.1 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of the portfolio in each grading category may vary
substantially from period to period resulting primarily from
changes in the composition of the portfolio as a result of new
investment, repayment, and exit activity, changes in the grade
of investments to reflect our expectation of performance, and
changes in investment values.
Total Grade 4 and 5 portfolio assets were $232.7 million
and $208.4 million, respectively, or were 5.2% and 4.6%,
respectively, of the total portfolio value at March 31,
2007, and December 31, 2006. Grade 4 and 5 assets
include loans, debt securities, and equity securities. We expect
that a number of investments will be in the Grades 4 or 5
categories from time to time. Part of the private equity
business is working with troubled portfolio companies to improve
their businesses and protect our investment. The number and
amount of investments included in Grade 4 and 5 may
fluctuate from period to period. We continue to follow our
historical practice of working with portfolio companies in order
to recover the maximum amount of our investment.
At March 31, 2007, and December 31, 2006,
$155.1 million and $135.9 million, respectively, of
our investment in BLX at value was classified as Grade 3,
which included our Class A equity interests and certain of
our Class B equity interests that were not depreciated. At
both March 31, 2007, and December 31, 2006,
$74.8 million of our investment in BLX at value was
classified as Grade 5, which included certain of our
Class B equity interests and our Class C equity
interests that were depreciated. See Private
Finance, Business Loan Express, LLC above.
72
Loans and Debt Securities on Non-Accrual Status.
At March 31, 2007, and December 31, 2006,
loans and debt securities at value not accruing interest for the
total investment portfolio were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Loans and debt securities in workout status (classified as
Grade 4 or
5)(1)
|
|
|
|
|
|
|
|
|
|
Private finance
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
$ |
45.5 |
|
|
$ |
51.1 |
|
|
|
Companies 5% to 25% owned
|
|
|
4.9 |
|
|
|
4.0 |
|
|
|
Companies less than 5% owned
|
|
|
61.0 |
|
|
|
31.6 |
|
|
Commercial real estate finance
|
|
|
4.9 |
|
|
|
12.2 |
|
Loans and debt securities not in workout status
|
|
|
|
|
|
|
|
|
|
Private finance
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
121.2 |
|
|
|
87.1 |
|
|
|
Companies 5% to 25% owned
|
|
|
7.2 |
|
|
|
7.2 |
|
|
|
Companies less than 5% owned
|
|
|
26.9 |
|
|
|
38.9 |
|
|
Commercial real estate finance
|
|
|
14.3 |
|
|
|
6.7 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
285.9 |
|
|
$ |
238.8 |
|
|
|
|
|
|
|
|
|
|
Percentage of total portfolio
|
|
|
6.4 |
% |
|
|
5.3 |
% |
|
|
(1) |
Workout loans and debt securities exclude equity securities that
are included in the total Grade 4 and 5 assets above. |
In general, interest is not accrued on loans and debt securities
if we have doubt about interest collection or where the
enterprise value of the portfolio company may not support
further accrual. In addition, interest may not accrue on loans
to portfolio companies that are more than 50% owned by us
depending on such companys capital requirements. To the
extent interest payments are received on a loan that is not
accruing interest, we may use such payments to reduce our cost
basis in the investment in lieu of recognizing interest income.
At March 31, 2007, and December 31, 2006, our
Class A equity interests in BLX of $85.8 million and
$66.6 million, which represented 1.9% and 1.5% of the total
portfolio at value, respectively, were included in
non-accruals. See
Private Finance, Business Loan Express,
LLC above.
Loans and Debt Securities Over 90 Days Delinquent.
Loans and debt securities greater than 90 days
delinquent at value at March 31, 2007, and
December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
($ in millions) |
|
|
|
|
Private finance
|
|
$ |
161.4 |
|
|
$ |
46.5 |
|
Commercial mortgage loans
|
|
|
17.9 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
179.3 |
|
|
$ |
48.4 |
|
|
|
|
|
|
|
|
|
Percentage of total portfolio
|
|
|
4.0 |
% |
|
|
1.1 |
% |
The amount of loans and debt securities over 90 days
delinquent increased to $179.3 million at March 31,
2007, from $48.4 million at December 31, 2006. The
increase in loans and debt securities over 90 days
delinquent primarily relates to not receiving payment on our
Class A equity interests of BLX of $85.8 million,
which represented 1.9% of the total portfolio at value. The
Class A equity interests were placed on
non-accrual during the
fourth quarter of 2006. See Private Finance,
Business Loan Express, LLC above.
The amount of the portfolio that is on non-accrual status or
greater than 90 days delinquent may vary from period to
period. Loans and debt securities on non-accrual status and over
90 days delinquent should not be added together as they are
two separate measures of portfolio asset quality. Loans and debt
securities that are in both categories (i.e., on non-accrual
status and over 90 days delinquent) totaled
$159.2 million and $44.3 million at March 31,
2007 and December 31, 2006, respectively.
73
PORTFOLIO RETURNS
Since our merger on December 31, 1997, through
March 31, 2007, our combined aggregate cash flow internal
rate of return, or IRR, has been approximately 22% for private
finance and CMBS/ CDO investments exited during this period. The
IRR is calculated using the aggregate portfolio cash flow for
all investments exited over this period. For investments exited
during this period, we invested capital totaling
$4.0 billion. The weighted average holding period of these
investments was 35 months. Investments are considered to be
exited when the original investment objective has been achieved
through the receipt of cash and/or non-cash consideration upon
the repayment of our debt investment or sale of an equity
investment, or through the determination that no further
consideration was collectible and, thus, a loss may have been
realized. The aggregate cash flow IRR for private finance
investments exited was approximately 21% and for CMBS/ CDO
investments exited was approximately 24% for the same period.
The weighted average holding period of the private finance and
CMBS/ CDO investments was 46 months and 22 months,
respectively, for the same period. These IRR results represent
historical results. Historical results are not necessarily
indicative of future results.
OTHER ASSETS AND OTHER LIABILITIES
Other assets is composed primarily of fixed assets, assets held
in deferred compensation trusts, prepaid expenses, deferred
financing and offering costs, and accounts receivable, which
includes amounts received in connection with the sale of
portfolio companies, including amounts held in escrow, and other
receivables from portfolio companies. At March 31, 2007,
and December 31, 2006, other assets totaled
$148.0 million and $123.0 million, respectively.
Accounts payable and other liabilities is primarily composed of
the liabilities related to the deferred compensation trust and
accrued interest, bonus and taxes, including excise tax. At
March 31, 2007, and December 31, 2006, accounts
payable and other liabilities totaled $116.3 million and
$147.1 million, respectively. The decrease since year end
was primarily the result of the payment of liabilities at
December 31, 2006, in the first quarter of 2007 related to
accrued 2006 bonuses of $38.0 million, excise tax of
$15.4 million and an extra dividend of $7.5 million,
offset by an increase in liabilities for the first quarter of
2007 related to accrued 2007 bonuses and excise taxes totaling
$13.4 million and an increase in accrued interest payable
of $12.5 million. Accrued interest fluctuates from period
to period depending on the amount of debt outstanding and the
contractual payment dates of the interest on such debt.
74
RESULTS OF OPERATIONS
Comparison of the Three Months Ended March 31, 2007 and
2006
The following table summarizes our operating results for the
three months ended March 31, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months | |
|
|
|
|
|
|
Ended March 31, | |
|
|
|
|
|
|
| |
|
|
|
Percent | |
|
|
2007 | |
|
2006 | |
|
Change | |
|
Change | |
(in thousands, except per share amounts) |
|
| |
|
| |
|
| |
|
| |
|
|
(unaudited) | |
|
|
|
|
Interest and Related Portfolio Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividends
|
|
$ |
101,983 |
|
|
$ |
88,881 |
|
|
$ |
13,102 |
|
|
|
15 |
% |
|
Fees and other income
|
|
|
5,969 |
|
|
|
22,130 |
|
|
|
(16,161 |
) |
|
|
(73 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
|
107,952 |
|
|
|
111,011 |
|
|
|
(3,059 |
) |
|
|
(3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
30,288 |
|
|
|
24,485 |
|
|
|
5,803 |
|
|
|
24 |
% |
|
Employee
|
|
|
21,928 |
|
|
|
21,428 |
|
|
|
500 |
|
|
|
2 |
% |
|
Employee stock options
|
|
|
3,661 |
|
|
|
3,606 |
|
|
|
55 |
|
|
|
2 |
% |
|
Administrative
|
|
|
13,224 |
|
|
|
11,334 |
|
|
|
1,890 |
|
|
|
17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
69,101 |
|
|
|
60,853 |
|
|
|
8,248 |
|
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income before income taxes
|
|
|
38,851 |
|
|
|
50,158 |
|
|
|
(11,307 |
) |
|
|
(23 |
)% |
|
Income tax expense (benefit), including excise tax
|
|
|
(649 |
) |
|
|
8,858 |
|
|
|
(9,507 |
) |
|
|
(107 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
39,500 |
|
|
|
41,300 |
|
|
|
(1,800 |
) |
|
|
(4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains (Losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
|
27,666 |
|
|
|
432,835 |
|
|
|
(405,169 |
) |
|
|
* |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
65,920 |
|
|
|
(374,548 |
) |
|
|
440,468 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gains (losses)
|
|
|
93,586 |
|
|
|
58,287 |
|
|
|
35,299 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
133,086 |
|
|
$ |
99,587 |
|
|
$ |
33,499 |
|
|
|
34 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$ |
0.87 |
|
|
$ |
0.70 |
|
|
$ |
0.17 |
|
|
|
24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted
|
|
|
152,827 |
|
|
|
141,738 |
|
|
|
11,089 |
|
|
|
8 |
% |
|
|
* |
Net change in unrealized appreciation or depreciation and net
gains (losses) can fluctuate significantly from period to
period. As a result, comparisons may not be meaningful. |
75
Total Interest and Related Portfolio Income. Total
interest and related portfolio income includes interest and
dividend income and fees and other income.
Interest and Dividends. Interest and dividend income for
the three months ended March 31, 2007 and 2006, was
composed of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Interest
|
|
|
|
|
|
|
|
|
|
Private finance loans and debt securities
|
|
$ |
96.6 |
|
|
$ |
82.6 |
|
|
Commercial mortgage loans
|
|
|
1.3 |
|
|
|
2.8 |
|
|
Cash, U.S. Treasury bills, money market and other securities
|
|
|
2.8 |
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
Total interest
|
|
|
100.7 |
|
|
|
88.3 |
|
Dividends
|
|
|
1.3 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
Total interest and dividends
|
|
$ |
102.0 |
|
|
$ |
88.9 |
|
|
|
|
|
|
|
|
The level of interest income, which includes interest paid in
cash and in kind, is directly related to the balance of the
interest-bearing investment portfolio outstanding during the
period multiplied by the weighted average yield. The
interest-bearing investments in the portfolio at value and the
yield on the interest-bearing investments in the portfolio at
March 31, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
($ in millions) |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
|
| |
|
| |
|
| |
|
| |
Private finance loans and debt securities
|
|
$ |
3,091.3 |
|
|
|
11.7 |
% |
|
$ |
2,530.0 |
|
|
|
12.5 |
% |
Commercial mortgage loans
|
|
|
72.2 |
|
|
|
7.5 |
% |
|
|
102.7 |
|
|
|
7.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,163.5 |
|
|
|
11.6 |
% |
|
$ |
2,632.7 |
|
|
|
12.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average yield on loans and debt securities is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total loans and debt securities at value. The weighted
average yield is computed as of the balance sheet date. |
Our interest income from our private finance loans and debt
securities has increased year over year primarily as a result of
the growth in this portfolio, net of the reduction in yield. The
private finance portfolio yield at March 31, 2007, of 11.7%
as compared to the private finance portfolio yield of 12.5% at
March 31, 2006, reflects the mix of debt investments in the
private finance portfolio. The weighted average yield varies
from period to period based on the current stated interest on
loans and debt securities and the amount of loans and debt
securities for which interest is not accruing. See the
discussion of the private finance portfolio yield above under
the caption Portfolio and Investment
Activity Private Finance.
Interest income from cash, U.S. Treasury bills, money market and
other securities results primarily from interest earned on our
liquidity portfolio. See Financial Condition, Liquidity
and Capital Resources below. The value and weighted
average yield of the liquidity portfolio was $205.0 million
and 5.3%, respectively, at March 31, 2007, and
$201.8 million and 5.3%, respectively, at December 31,
2006.
Dividend income results from the dividend yield on preferred
equity interests, if any, or the declaration of dividends by a
portfolio company on preferred or common equity interests.
Dividend income will vary from period to period depending upon
the timing and amount of dividends that are declared or paid by
a portfolio company on preferred or common equity interests.
Fees and Other Income. Fees and other income primarily
include fees related to financial structuring, diligence,
transaction services, management and consulting services to
portfolio companies, commitments, guarantees, and other services
and loan prepayment premiums. As a business development company,
we are
76
required to make significant managerial assistance available to
the companies in our investment portfolio. Managerial assistance
includes, but is not limited to, management and consulting
services related to corporate finance, marketing, human
resources, personnel and board member recruiting, business
operations, corporate governance, risk management and other
general business matters.
Fees and other income for the three months ended March 31,
2007 and 2006, included fees relating to the following:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Structuring and diligence
|
|
$ |
1.8 |
|
|
$ |
11.0 |
|
Management, consulting and other services provided to portfolio
companies(1)
|
|
|
1.8 |
|
|
|
4.1 |
|
Commitment, guaranty and other fees from portfolio
companies(2)
|
|
|
2.0 |
|
|
|
1.7 |
|
Loan prepayment premiums
|
|
|
0.3 |
|
|
|
5.3 |
|
Other income
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees and other income
|
|
$ |
6.0 |
|
|
$ |
22.1 |
|
|
|
|
|
|
|
|
|
|
(1) |
2006 includes $1.8 million in management fees from
Advantage prior to its sale on March 29, 2006. See
Portfolio and Investment Activity above
for further discussion. |
|
(2) |
Includes guaranty and other fees from BLX of $1.4 million
and $1.6 million for 2007 and 2006, respectively. See
Private Finance, Business Loan Express, LLC
above. |
Fees and other income are generally related to specific
transactions or services and therefore may vary substantially
from period to period depending on the level of investment
activity and types of services provided. Loan origination fees
that represent yield enhancement on a loan are capitalized and
amortized into interest income over the life of the loan.
Structuring and diligence fees primarily relate to the level of
new investment originations. Private finance investments funded
were $170.2 million for the three months ended
March 31, 2007, as compared to $795.9 million for the
three months ended March 31, 2006.
Loan prepayment premiums for the three months ended
March 31, 2006, included $5.0 million related to the
repayment of our subordinated debt in connection with the sale
of our majority equity interest in Advantage on March 29,
2006. See Portfolio and Investment
Activity above for further discussion. While the scheduled
maturities of private finance and commercial real estate loans
generally range from five to ten years, it is not unusual for
our borrowers to refinance or pay off their debts to us ahead of
schedule. Therefore, we generally structure our loans to require
a prepayment premium for the first three to five years of the
loan. Accordingly, the amount of prepayment premiums will vary
depending on the level of repayments and the age of the loans at
the time of repayment.
Mercury and BLX. Mercury and BLX were our largest
investments at value at March 31, 2007 and 2006, and
together represented 10.6% and 12.3% of our total assets,
respectively.
Total interest and related portfolio income from these
investments for the three months ended March 31, 2007 and
2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Mercury
|
|
$ |
2.1 |
|
|
$ |
3.1 |
|
BLX
|
|
$ |
1.4 |
|
|
$ |
6.1 |
|
See Portfolio and Investment Activity
above for further detail on Mercury and BLX.
Operating Expenses. Operating expenses include
interest, employee, employee stock options, and administrative
expenses.
77
Interest Expense. The fluctuations in interest expense
during the three months ended March 31, 2007 and 2006, were
primarily attributable to changes in the level of our borrowings
under various notes payable and our revolving line of credit.
Our borrowing activity and weighted average cost of debt,
including fees and debt financing costs, at and for the three
months ended March 31, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Total outstanding debt
|
|
$ |
1,891.5 |
|
|
$ |
1,274.2 |
|
Average outstanding debt
|
|
$ |
1,841.2 |
|
|
$ |
1,491.5 |
|
Weighted average
cost(1)
|
|
|
6.5 |
% |
|
|
6.5 |
% |
|
|
(1) |
The weighted average annual interest cost is computed as the (a)
annual stated interest rate on the debt plus the annual
amortization of commitment fees, other facility fees and debt
financing costs that are recognized into interest expense over
the contractual life of the respective borrowings, divided by
(b) debt outstanding on the balance sheet date. |
In addition, interest expense included interest paid to the
Internal Revenue Service related to installment sale gains
totaling $0.3 million and $0.2 million for the three
months ended March 31, 2007 and 2006, respectively.
Installment interest expense for the year ended
December 31, 2007, is estimated to be a total of
$6.4 million. See Dividends and Distributions
below.
Employee Expense. Employee expenses for the three months
ended March 31, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Salaries and employee benefits
|
|
$ |
21.4 |
|
|
$ |
17.3 |
|
Individual performance award (IPA)
|
|
|
2.5 |
|
|
|
1.7 |
|
IPA mark to market expense (benefit)
|
|
|
(4.0 |
) |
|
|
1.0 |
|
Individual performance bonus (IPB)
|
|
|
2.0 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
Total employee expense
|
|
$ |
21.9 |
|
|
$ |
21.4 |
|
|
|
|
|
|
|
|
Number of employees at end of period
|
|
|
170 |
|
|
|
155 |
|
The change in salaries and employee benefits reflects the effect
of an increase in number of employees, compensation increases,
and the change in mix of employees given their area of
responsibility and relevant experience level. Salaries and
employee benefits include an accrual for employee bonuses, which
are generally paid annually after the completion of the fiscal
year. The quarterly accrual is based upon an estimate of annual
bonuses and is subject to change. The amount of the current year
bonuses will be finalized by the Compensation Committee and the
Board of Directors at the end of the year. Salaries and employee
benefits included accrued bonuses of $10.4 million and
$7.9 million for the three months ended March 31, 2007
and 2006, respectively.
The IPA is a long-term incentive compensation program for
certain officers. The IPA, which is generally determined
annually at the beginning of each year, is deposited into a
deferred compensation trust generally in four equal
installments, on a quarterly basis, in the form of cash. The
trustee is required to use the cash to purchase shares of our
common stock in the open market. The accounts of the trust are
consolidated with our accounts. We are required to mark to
market the liability of the trust and this adjustment is
recorded to the IPA compensation expense. Because the IPA is
deferred compensation, the cost of this award is not a current
expense for purposes of computing our taxable income. The
expense is deferred for tax purposes until distributions are
made from the trust.
We also have an IPB, which is distributed in cash to award
recipients equally throughout the year (beginning in February of
each year) as long as the recipient remains employed by us.
78
The Compensation Committee and the Board of Directors have
determined the IPA and the IPB for 2007 and they are currently
estimated to be approximately $10 million each; however,
the Compensation Committee may adjust the IPA or IPB as needed,
or make new awards as new officers are hired. If a recipient
terminates employment during the year, any further cash
contribution for the IPA or remaining cash payments under the
IPB would be forfeited.
In connection with our 2006 Annual Meeting of Stockholders, the
stockholders approved the issuance of up to 2.5 million
shares of our common stock in exchange for the cancellation of
vested in-the-money stock options granted to certain
officers and directors under our Amended Stock Option Plan.
Under the initiative, which has been reviewed and approved by
our Board of Directors, all optionees who hold vested stock
options with exercise prices below the market value of the stock
(or in-the-money options), would be offered the
opportunity to receive an Option Cancellation Payment (OCP)
equal to the in-the-money value of the stock options
cancelled, which would be paid one-half in cash and one-half in
shares of our common stock, in exchange for their voluntary
cancellation of their vested stock options. As part of this
initiative, the Board of Directors has adopted a target
ownership program that establishes minimum ownership levels for
our senior officers and continues to further align the interests
of our officers with those of our stockholders. We have not yet
implemented the OCP as of May 8, 2007, but intend to do so
in the future.
Based on the 13 million vested options outstanding and the
market price of $30.50 of our stock on March 10, 2006, the
date used for disclosure in our 2006 proxy, the OCP would be
approximately $106 million if all option holders choose to
cancel all vested in-the-money options in exchange for the OCP.
As of March 31, 2007, there were 17 million vested
options outstanding, of which 13 million were in-the-money.
Using the market price of $28.81 of our stock on March 31,
2007, the OCP would be approximately $86 million if all
option holders choose to cancel all vested in-the-money options
in exchange for the OCP. As the consideration paid by us for the
OCP will not exceed the fair value of the options to be
canceled, no expense will be recorded for the transaction in
accordance with the guidance in FASB Statement No. 123
(Revised 2004). However, the cash portion of the OCP, or
approximately one-half of the payment, will reduce our paid in
capital and will therefore reduce our net asset value. For
income tax purposes, our tax expense resulting from the OCP
would be similar to the tax expense that would result from an
exercise of stock options in the market. Any tax deduction for
us resulting from the OCP or an exercise of stock options in the
market would be limited by Section 162(m) of the Code for
persons subject to Section 162(m).
Stock Options Expense. In December 2004, the FASB issued
Statement No. 123 (Revised 2004), Share-Based Payment (the
Statement), which requires companies to recognize
the grant-date fair value of stock options and other
equity-based compensation issued to employees in the income
statement. The Statement was effective January 1, 2006, and
it applies to our stock option plan. Our employee stock options
are typically granted with ratable vesting provisions, and we
amortize the compensation cost over the related service period.
The Statement was adopted using the modified prospective method
of application, which required us to recognize compensation
costs on a prospective basis beginning January 1, 2006.
Under this method, the unamortized cost of previously awarded
options that were unvested as of January 1, 2006, is
recognized over the remaining service period in the statement of
operations beginning in 2006, using the fair value amounts
determined for proforma disclosure under Statement No. 123.
With respect to options granted on or after January 1,
2006, compensation cost based on estimated grant date fair value
is recognized in the statement of operations over the service
period. The stock option expense for the three months ended
March 31, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Employee Stock Option Expense:
|
|
|
|
|
|
|
|
|
|
Previously awarded, unvested options as of January 1, 2006
|
|
$ |
3.2 |
|
|
$ |
3.4 |
|
|
Options granted on or after January 1, 2006
|
|
|
0.5 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
Total employee stock option expense
|
|
$ |
3.7 |
|
|
$ |
3.6 |
|
|
|
|
|
|
|
|
79
We estimate that the employee-related stock option expense under
the Statement that will be recorded in our statement of
operations will be approximately $11.8 million,
$4.0 million, and $0.1 million for the years ended
December 31, 2007, 2008, and 2009, respectively, which
includes approximately $1.9 million, $1.0 million, and
$0.1 million, respectively, related to options granted
since adoption of the Statement (January 1, 2006). This
estimate may change if our assumptions related to future option
forfeitures change. This estimate does not include any expense
related to future stock option grants as the fair value of those
stock options will be determined at the time of grant.
Administrative Expense. Administrative expenses include
legal and accounting fees, valuation assistance fees, insurance
premiums, the cost of leases for our headquarters in
Washington, DC, and our regional offices, portfolio
origination and development expenses, travel costs, stock record
expenses, directors fees and stock option expense, and
various other expenses. Administrative expenses for the three
months ended March 31, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Administrative expenses
|
|
$ |
9.9 |
|
|
$ |
8.4 |
|
Investigation related costs
|
|
|
3.3 |
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
Total administrative expenses
|
|
$ |
13.2 |
|
|
$ |
11.3 |
|
|
|
|
|
|
|
|
Administrative expenses for the three months ended
March 31, 2007, included costs of $1.4 million
incurred to engage a third party to work with BLX, a portfolio
company controlled by us, to conduct a review of BLXs
current internal control systems, with a focus on preventing
fraud and further strengthening BLXs operations. See
Private Finance, Business Loan Express,
LLC above. Excluding these costs, administrative expenses
for the three months ended March 31, 2007, were
$8.5 million as compared to $8.4 million for the three
months ended March 31, 2006.
Investigation related costs include costs associated with
requests for information in connection with government
investigations and other legal matters. We expect that we will
continue to incur legal and other costs associated with these
matters. These expenses remain difficult to predict. See
Legal Proceedings under Item 1 of Part II.
Income Tax Expense (Benefit), Including Excise
Tax. Income tax expense
(benefit) for the three months ended March 31, 2007 and
2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Income tax expense (benefit)
|
|
$ |
(4.2 |
) |
|
$ |
0.5 |
|
Excise tax expense
|
|
|
3.6 |
|
|
|
8.4 |
|
|
|
|
|
|
|
|
|
Income tax expense (benefit), including excise tax
|
|
$ |
(0.6 |
) |
|
$ |
8.9 |
|
|
|
|
|
|
|
|
Our wholly owned subsidiary, A.C. Corporation, is a
corporation subject to federal and state income taxes and
records a benefit or expense for income taxes as appropriate
based on its operating results in a given period.
Our estimated annual taxable income for 2007 currently exceeds
our estimated dividend distributions to shareholders from such
taxable income in 2007, and such estimated excess taxable income
will be distributed in 2008. Therefore, we will generally be
required to pay a 4% excise tax on the excess of 98% of our
taxable income over the amount of actual distributions from such
taxable income. We have recorded an estimated excise tax of
$3.6 million for the three months ended March 31,
2007. See Dividends and Distributions. While excise
tax expense is presented in the Consolidated Statement of
Operations as a reduction to net investment income, excise tax
relates to both net investment income and net realized gains.
80
In June 2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, which
clarifies the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in
accordance with FASB Statement No. 109, Accounting for
Income Taxes. This interpretation is effective for fiscal
years beginning after December 15, 2006. The adoption of
this interpretation did not have a significant effect on our
consolidated financial position or our results of operations.
Realized Gains and Losses. Net realized gains
primarily result from the sale of equity securities associated
with certain private finance investments and the realization of
unamortized discount resulting from the sale and early repayment
of private finance loans and commercial mortgage loans, offset
by losses on investments. Net realized gains for the three
months ended March 31, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Realized gains
|
|
$ |
33.2 |
|
|
$ |
436.5 |
|
Realized losses
|
|
|
(5.5 |
) |
|
|
(3.7 |
) |
|
|
|
|
|
|
|
Net realized gains
|
|
$ |
27.7 |
|
|
$ |
432.8 |
|
|
|
|
|
|
|
|
When we exit an investment and realize a gain or loss, we make
an accounting entry to reverse any unrealized appreciation or
depreciation, respectively, we had previously recorded to
reflect the appreciated or depreciated value of the investment.
For the three months ended March 31, 2007 and 2006, we
reversed previously recorded unrealized appreciation or
depreciation when gains or losses were realized as follows:
|
|
|
|
|
|
|
|
|
|
($ in millions) |
|
2007 | |
|
2006 | |
|
|
| |
|
| |
Reversal of previously recorded net unrealized appreciation
associated with realized gains
|
|
$ |
(32.1 |
) |
|
$ |
(393.6 |
) |
Reversal of previously recorded net unrealized depreciation
associated with realized losses
|
|
|
5.8 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
Total reversal
|
|
$ |
(26.3 |
) |
|
$ |
(390.9 |
) |
|
|
|
|
|
|
|
Realized gains for the three months ended March 31, 2007
and 2006, were as follows:
($ in millions)
|
|
|
|
|
2007 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Palm Coast Data, LLC
|
|
$ |
20.0 |
|
Mogas Energy, LLC
|
|
|
4.5 |
|
Tradesmen International, Inc.
|
|
|
3.8 |
|
ForeSite Towers, LLC
|
|
|
3.8 |
|
Other
|
|
|
1.1 |
|
|
|
|
|
Total realized gains
|
|
$ |
33.2 |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Advantage Sales & Marketing, Inc.
|
|
$ |
433.1 |
|
Nobel Learning Communications, Inc.
|
|
|
1.5 |
|
The Debt Exchange, Inc.
|
|
|
1.1 |
|
Other
|
|
|
0.2 |
|
|
|
|
|
|
Total private finance
|
|
|
435.9 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
0.6 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
0.6 |
|
|
|
|
|
Total realized gains
|
|
$ |
436.5 |
|
|
|
|
|
81
Realized losses for the three months ended March 31, 2007
and 2006, were as follows:
($ in millions)
|
|
|
|
|
2007 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Legacy Partners Group, LLC
|
|
$ |
5.8 |
|
Other
|
|
|
(0.3 |
) |
|
|
|
|
Total realized losses
|
|
$ |
5.5 |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Aspen Pet Products, Inc.
|
|
$ |
1.5 |
|
Nobel Learning Communities, Inc.
|
|
|
1.4 |
|
Other
|
|
|
0.5 |
|
|
|
|
|
|
Total private finance
|
|
|
3.4 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
0.3 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
0.3 |
|
|
|
|
|
Total realized losses
|
|
$ |
3.7 |
|
|
|
|
|
Change in Unrealized Appreciation or Depreciation.
We determine the value of each investment in our
portfolio on a quarterly basis, and changes in value result in
unrealized appreciation or depreciation being recognized in our
statement of operations. Value, as defined in
Section 2(a)(41) of the Investment Company Act of 1940, is
(i) the market price for those securities for which a
market quotation is readily available and (ii) for all
other securities and assets, fair value is as determined in good
faith by the Board of Directors. Since there is typically no
readily available market value for the investments in our
portfolio, we value substantially all of our portfolio
investments at fair value as determined in good faith by the
Board of Directors pursuant to our valuation policy and a
consistently applied valuation process. At March 31, 2007,
portfolio investments recorded at fair value were approximately
90% of our total assets. Because of 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 determined in good faith by the Board of Directors
may differ significantly from the values that would have been
used had a ready market existed for the investments, and the
differences could be material.
There is no single standard for determining fair value in good
faith. As a result, determining fair value requires that
judgment be applied to the specific facts and circumstances of
each portfolio investment while employing a consistently applied
valuation process for the types of investments we make. Unlike
banks, we are not permitted to provide a general reserve for
anticipated loan losses. Instead, we are required to
specifically value each individual investment on a quarterly
basis. We will record unrealized depreciation on investments
when we believe that an investment has become impaired,
including where collection of a loan or realization of an equity
security is doubtful, or when the enterprise value of the
portfolio company does not currently support the cost of our
debt or equity investment. Enterprise value means the entire
value of the company to a potential buyer, including the sum of
the values of debt and equity securities used to capitalize the
enterprise at a point in time. We will record unrealized
appreciation if we believe that the underlying portfolio company
has appreciated in value and/or our equity security has
appreciated in value. Changes in fair value are recorded in the
statement of operations as net change in unrealized appreciation
or depreciation.
As a business development company, we have invested in illiquid
securities including debt and equity securities of companies and
CDO and CLO bonds and preferred shares/income notes. The
structure of each debt and equity security is specifically
negotiated to enable us to protect our investment and maximize
our returns. We include many terms governing interest rate,
repayment terms, prepayment penalties, financial covenants,
operating covenants, ownership parameters, dilution parameters,
liquidation preferences, voting rights, and put or call rights.
Our investments may be subject to certain restrictions on resale
and generally have no established trading market. Because of the
type of investments that we make and the nature of our business,
our valuation process requires an analysis of various factors.
Our fair value methodology includes the examination of, among
other things, the underlying investment performance, financial
condition, and market changing events that impact valuation.
82
Valuation Methodology Private Finance. Our
process for determining the fair value of a private finance
investment begins with determining the enterprise value of the
portfolio company. The fair value of our investment is based on
the enterprise value at which the portfolio company could be
sold in an orderly disposition over a reasonable period of time
between willing parties other than in a forced or liquidation
sale. The liquidity event whereby we exit a private finance
investment is generally the sale, the recapitalization or, in
some cases, the initial public offering of the portfolio company.
There is no one methodology to determine enterprise value and,
in fact, for any one portfolio company, enterprise value is best
expressed as a range of fair values. However, we must derive a
single estimate of enterprise value. To determine the enterprise
value of a portfolio company, we analyze its historical and
projected financial results. This financial and other
information is generally obtained from the portfolio companies,
and may represent unaudited, projected or pro forma financial
information. We generally require portfolio companies to provide
annual audited and quarterly unaudited financial statements, as
well as annual projections for the upcoming fiscal year.
Typically in the private equity business, companies are bought
and sold based on multiples of EBITDA, cash flow, net income,
revenues or, in limited instances, book value. The private
equity industry uses financial measures such as EBITDA or
EBITDAM (Earnings Before Interest, Taxes, Depreciation,
Amortization and, in some instances, Management fees) in order
to assess a portfolio companys financial performance and
to value a portfolio company. EBITDA and EBITDAM are not
intended to represent cash flow from operations as defined by
U.S. generally accepted accounting principles and such
information should not be considered as an alternative to net
income, cash flow from operations, or any other measure of
performance prescribed by U.S. generally accepted accounting
principles. When using EBITDA to determine enterprise value, we
may adjust EBITDA for non-recurring items. Such adjustments are
intended to normalize EBITDA to reflect the portfolio
companys earnings power. Adjustments to EBITDA may include
compensation to previous owners, acquisition, recapitalization,
or restructuring related items or one-time non-recurring income
or expense items.
In determining a multiple to use for valuation purposes, we
generally look to private merger and acquisition statistics, the
entry multiple for the transaction, discounted public trading
multiples or industry practices. In estimating a reasonable
multiple, we consider not only the fact that our portfolio
company may be a private company relative to a peer group of
public comparables, but we also consider the size and scope of
our portfolio company and its specific strengths and weaknesses.
In some cases, the best valuation methodology may be a
discounted cash flow analysis based on future projections. If a
portfolio company is distressed, a liquidation analysis may
provide the best indication of enterprise value.
If there is adequate enterprise value to support the repayment
of our debt, the fair value of our loan or debt security
normally corresponds to cost unless the borrowers
condition or other factors lead to a determination of fair value
at a different amount. The fair value of equity interests in
portfolio companies is determined based on various factors,
including the enterprise value remaining for equity holders
after the repayment of the portfolio companys debt and
other preference capital, and other pertinent factors such as
recent offers to purchase a portfolio company, recent
transactions involving the purchase or sale of the portfolio
companys equity securities, liquidation events, or other
events. The determined equity values are generally discounted
when we have a minority position, restrictions on resale,
specific concerns about the receptivity of the capital markets
to a specific company at a certain time, or other factors.
CDO/CLO Assets are carried at fair value, which is based on a
discounted cash flow model that utilizes prepayment,
re-investment and loss assumptions based on historical
experience and projected performance, economic factors, the
characteristics of the underlying cash flow and comparable
yields for similar bonds and preferred shares/income notes, when
available. We recognize unrealized appreciation or depreciation
on our CDO/CLO Assets as comparable yields in the market change
and/ or based on changes in estimated cash flows resulting from
changes in prepayment, re-investment or loss assumptions in the
underlying collateral pool. We determine the fair value of our
CDO/CLO Assets on an individual security-by-security basis. If
we were to sell
83
a group of these CDO/CLO Assets in a pool in one or more
transactions, the total value received for that pool may be
different than the sum of the fair values of the individual
assets.
As a participant in the private equity business, we invest
primarily in private middle market companies for which there is
generally no publicly available information. Because of the
private nature of these businesses, there is a need to maintain
the confidentiality of the financial and other information that
we have for the private companies in our portfolio. We believe
that maintaining this confidence is important, as disclosure of
such information could disadvantage our portfolio companies and
could put us at a disadvantage in attracting new investments.
Therefore, we do not intend to disclose financial or other
information about our portfolio companies, unless required,
because we believe doing so may put them at an economic or
competitive disadvantage, regardless of our level of ownership
or control.
We currently intend to continue to work with third-party
consultants to obtain assistance in determining fair value for a
portion of the private finance portfolio each quarter. We work
with these consultants to obtain assistance as additional
support in the preparation of our internal valuation analysis.
In addition, we may receive third-party assessments of a
particular private finance portfolio companys value in the
ordinary course of business, most often in the context of a
prospective sale transaction or in the context of a bankruptcy
process. The valuation analysis prepared by management using
these third-party valuation resources, when applicable, is
submitted to our Board of Directors for its determination of
fair value of the portfolio in good faith.
We receive third-party valuation assistance from Duff &
Phelps, LLC (Duff & Phelps) and Houlihan Lokey Howard and
Zukin for our private finance portfolio. For the three months
ended March 31, 2007 and 2006, we received third-party
valuation assistance as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Q1 | |
|
Q1 | |
|
|
| |
|
| |
Number of private finance portfolio companies reviewed
|
|
|
88 |
|
|
|
78 |
|
Percentage of private finance portfolio reviewed at value
|
|
|
91.8 |
% |
|
|
87.0 |
% |
Professional fees for third-party valuation assistance were
$1.5 million for the year ended December 31, 2006, and are
estimated to be approximately $1.6 million for 2007.
Net Change in Unrealized Appreciation or Depreciation.
Net change in unrealized appreciation or depreciation for the
three months ended March 31, 2007 and 2006, consisted of
the following:
|
|
|
|
|
|
|
|
|
|
|
|
2007(1) | |
|
2006(1) | |
($ in millions) |
|
| |
|
| |
Net unrealized appreciation (depreciation)
|
|
$ |
92.2 |
|
|
$ |
16.4 |
|
Reversal of previously recorded unrealized appreciation
associated with realized gains
|
|
|
(32.1 |
) |
|
|
(393.6 |
) |
Reversal of previously recorded unrealized depreciation
associated with realized losses
|
|
|
5.8 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation
|
|
$ |
65.9 |
|
|
$ |
(374.5 |
) |
|
|
|
|
|
|
|
|
|
(1) |
The net change in unrealized appreciation or depreciation can
fluctuate significantly from period to period. As a result,
quarterly comparisons may not be meaningful. |
Valuation of Mercury Air Centers, Inc. In April
2007, we signed a definitive agreement to sell our majority
equity interest in Mercury for an enterprise value of
approximately $427 million, subject to pre-and post-closing
adjustments. See Portfolio and Investment
Activity above. At March 31, 2007, we estimated the
enterprise value of Mercury to be $384 million given that
the closing of the transaction is subject to certain closing
conditions, including regulatory approvals, and the sales price
is subject to pre-and post-closing adjustments and certain
holdback provisions. Using the enterprise value at
March 31, 2007, of $384 million we
84
determined the value of our investments in Mercury to be
$301.4 million, which resulted in unrealized appreciation
of $216.6 million at March 31, 2007. This is an
increase in unrealized appreciation in the first quarter of 2007
of $56.7 million. We received valuation assistance from
Duff & Phelps for our investment in Mercury at
March 31, 2007, and December 31, 2006. The transaction
is expected to close in the third quarter of 2007, upon
satisfying certain closing conditions, including regulatory
approvals.
Valuation of Business Loan Express, LLC. Our
investment in BLX totaled $314.5 million at cost and
$229.9 million at value at March 31, 2007, and
$295.3 million at cost and $210.7 million at value at
December 31, 2006. To determine the value of our investment
in BLX at March 31, 2007, we performed numerous valuation
analyses to determine a range of values including:
(1) analysis of comparable public company trading
multiples; (2) analysis of BLXs value assuming an
initial public offering; (3) analysis of merger and
acquisition transactions for financial services companies;
(4) a discounted dividend analysis; and (5) adding
BLXs net asset value (adjusted for certain discounts) to
the estimated value of BLXs business operations, which was
determined by using a discounted cash flow model. In performing
the valuation analyses at March 31, 2007, we continued to
consider the impact of various changes in BLXs business
model due to the competitive environment for small business
loans and BLXs newer non-SBA real estate lending products.
We also continued to consider BLXs current regulatory
issues and ongoing investigations. (See
Private Finance, Business Loan Express,
LLC above.) We received valuation assistance from
Duff & Phelps for our investment in BLX at
March 31, 2007, and December 31, 2006.
With respect to the analysis of comparable public company
trading multiples and the analysis of BLXs value assuming
an initial public offering, we compute a median trailing and
forward price earnings multiple to apply to BLXs pro-forma
net income adjusted for certain capital structure changes that
we believe would likely occur should the company be sold. Each
quarter we evaluate which public commercial finance companies
should be included in the comparable group. The comparable group
at March 31, 2007, was made up of CIT Group, Inc.,
Financial Federal Corporation, GATX Corporation, and Marlin
Business Services Corporation, which is consistent with the
comparable group at December 31, 2006.
Our investment in BLX at March 31, 2007, was valued at
$229.9 million. This fair value was within the range of
values determined by our valuation analyses discussed above.
Unrealized depreciation on our investment was $84.6 million
at March 31, 2007. Net change in unrealized appreciation or
depreciation included no change for the three months ended
March 31, 2007, and a net decrease of $22.7 million
for the three months ended March 31, 2006.
Per Share Amounts. All per share amounts included
in the Managements Discussion and Analysis of Financial
Condition and Results of Operations section have been computed
using the weighted average common shares used to compute diluted
earnings per share, which were 152.8 million and
141.7 million for the three months ended March 31,
2007 and 2006, respectively.
OTHER MATTERS
Regulated Investment Company Status. We have
elected to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986 (the
Code). As long as we qualify as a regulated investment company,
we are not taxed on our investment company taxable income or
realized net capital gains, to the extent that such taxable
income or gains are distributed, or deemed to be distributed, to
shareholders on a timely basis.
Dividends are paid to shareholders from taxable income. Taxable
income generally differs from net income for financial reporting
purposes due to temporary and permanent differences in the
recognition of income and expenses, and generally excludes net
unrealized appreciation or depreciation, as gains or losses are
not included in taxable income until they are realized. In
addition, gains realized for financial reporting purposes may
differ from gains included in taxable income as a result of our
election to recognize gains using installment sale
85
treatment, which results in the deferment of gains for tax
purposes until notes or other amounts, including amounts held in
escrow, received as consideration from the sale of investments
are collected in cash. See Dividends and
Distributions below.
Dividends declared and paid by us in a year generally differ
from taxable income for that year as such dividends may include
the distribution of current year taxable income, the
distribution of prior year taxable income carried over into and
distributed in the current year, or returns of capital. We are
generally required to distribute 98% of our taxable income
during the year the income is earned to avoid paying an excise
tax. If this requirement is not met, the Code imposes a
nondeductible excise tax equal to 4% of the amount by which 98%
of the current years taxable income exceeds the
distribution for the year. The taxable income on which an excise
tax is paid is generally carried over and distributed to
shareholders in the next tax year. Depending on the level of
taxable income earned in a tax year, we may choose to carry over
taxable income in excess of current year distributions from such
taxable income into the next tax year and pay a 4% excise tax on
such income, as required. See Dividends and
Distributions below.
In order to maintain our status as a regulated investment
company and obtain regulated investment company tax benefits, we
must, in general, (1) continue to qualify as a business
development company; (2) derive at least 90% of our gross
income from dividends, interest, gains from the sale of
securities and other specified types of income; (3) meet
asset diversification requirements as defined in the Code; and
(4) timely distribute to shareholders at least 90% of our
annual investment company taxable income as defined in the Code.
We intend to take all steps necessary to continue to qualify as
a regulated investment company. However, there can be no
assurance that we will continue to qualify for such treatment in
future years.
DIVIDENDS AND DISTRIBUTIONS
Dividends to common shareholders for the three months ended
March 31, 2007 and 2006, were $95.8 million and
$82.5 million, respectively, or $0.63 per common share
for the first quarter of 2007 and $0.59 per common share
for the first quarter of 2006. An extra cash dividend of $0.05
per common share was declared during 2006 and was paid to
shareholders on January 19, 2007. An extra cash dividend of
$0.03 per common share was declared during 2005 and was paid to
shareholders on January 27, 2006.
The Board of Directors has declared a dividend of $0.64 per
common share for the second quarter of 2007.
Our Board of Directors reviews the dividend rate quarterly, and
may adjust the quarterly dividend throughout the year. Dividends
are declared considering our estimate of annual taxable income
available for distribution to shareholders and the amount of
taxable income carried over from the prior year for distribution
in the current year. Our goal is to declare what we believe to
be sustainable increases in our regular quarterly dividends. To
the extent that we earn annual taxable income in excess of
dividends paid from such taxable income for the year, we may
carry over the excess taxable income into the next year and such
excess income will be available for distribution in the next
year as permitted under the Code (see discussion below). Such
income will be treated under the Code as having been distributed
during the prior year for purposes of our qualification for RIC
tax treatment for such year. The maximum amount of excess
taxable income that we may carry over for distribution in the
next year under the Code is the total amount of dividends paid
in the following year, subject to certain declaration and
payment guidelines. Excess taxable income carried over and paid
out in the next year is generally subject to a 4% excise tax. We
believe that carrying over excess taxable income into future
periods may provide increased visibility with respect to taxable
earnings available to pay the regular quarterly dividend.
Taxable income includes our taxable interest, dividend and fee
income, as well as taxable net capital gains. Taxable income
generally differs from net income for financial reporting
purposes due to temporary and permanent differences in the
recognition of income and expenses, and generally excludes net
unrealized appreciation or depreciation, as gains or losses are
not included in taxable income until they are realized. In
86
addition, gains realized for financial reporting purposes may
differ from gains included in taxable income as a result of our
election to recognize gains using installment sale treatment,
which generally results in the deferment of gains for tax
purposes until notes or other amounts, including amounts held in
escrow, received as consideration from the sale of investments
are collected in cash. Taxable income includes non-cash income,
such as changes in accrued and reinvested interest and
dividends, which includes contractual payment-in-kind interest,
and the amortization of discounts and fees. Cash collections of
income resulting from contractual payment-in-kind interest or
the amortization of discounts and fees generally occur upon the
repayment of the loans or debt securities that include such
items. Non-cash taxable income is reduced by non-cash expenses,
such as realized losses and depreciation and amortization
expense.
Our estimated annual taxable income for 2006 exceeded our
dividend distributions to shareholders for 2006 from such
taxable income, and, therefore, we have carried over excess
taxable income, which is currently estimated to be
$397.1 million, for distribution to shareholders in 2007.
Estimated excess taxable income for 2006 represents
approximately $120.6 million of ordinary income and
approximately $276.5 million of net long-term capital
gains. Our taxable income for 2006 is an estimate and will not
be finally determined until we file our 2006 tax return in
September 2007. Therefore, the excess taxable income earned in
2006 and carried forward for distribution in 2007 may be
different than this estimate.
Dividends for 2007 will first be paid out of the excess taxable
income carried over from 2006. Given our regular quarterly
dividend payout, which for the first quarter of 2007 was
$95.8 million, we expect that substantially all of the 2007
dividend payments will be made from excess 2006 taxable
earnings. Given the significant amount of estimated excess
taxable income carried forward from 2006 for distribution in
2007, we currently expect that our estimated annual taxable
income for 2007 will be significantly in excess of our estimated
dividend distributions to shareholders in 2007 from such taxable
income, and, therefore, we expect to carry over excess taxable
income for distribution to shareholders in 2008. We expect that
we will generally be required to pay a 4% excise tax on the
excess of 98% of our taxable income for 2007 over the amount of
actual distributions from such taxable income in 2007. For the
three months ended March 31, 2007, we have recorded an
excise tax of $3.6 million. Excise taxes are accrued based
upon estimated excess taxable income as estimated taxable income
is earned, therefore, the excise tax accrued to date in 2007 may
be adjusted as appropriate in the remainder of 2007 to reflect
changes in our estimate of the carry over amount and additional
excise tax may be accrued during the remainder of 2007 as
additional excess taxable income is earned, if any. Our ability
to earn the estimated annual taxable income for 2007 depends on
many factors, including our ability to make new investments at
attractive yields, the level of repayments in the portfolio, the
realization of gains or losses from portfolio exits, and the
level of operating expenses incurred. See
Managements Discussion and Analysis of Financial
Condition and Results of Operations and Risk
Factors.
In addition to excess taxable income available to be carried
over from one tax year for distribution in the following tax
year, we currently estimate that we have cumulative deferred
taxable income related to installment sale gains of
$220.7 million as of December 31, 2006. These gains have
been recognized for financial reporting purposes in the
respective years they were realized, but will be deferred for
tax purposes until the notes or other amounts received from the
sale of the related investments are collected in cash. The
installment sale gains for 2006 are estimates and will not be
finally determined until we file our 2006 tax return in
September 2007. See Other Matters
Regulated Investment Company Status above.
To the extent that installment sale gains are deferred for
recognition in taxable income, we pay interest to the Internal
Revenue Service. Installment-related interest expense for the
three months ended March 31, 2007 and 2006 was
$0.3 million and $0.2 million, respectively. See
Results of Operations above.
87
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2007, and December 31, 2006, our
liquidity portfolio, cash and investments in money market and
other securities, total assets, total debt outstanding, total
shareholders equity, debt to equity ratio and asset
coverage for senior indebtedness were as follows:
|
|
|
|
|
|
|
|
|
($ in millions) |
|
2007 | |
|
2006 | |
|
|
| |
|
| |
Liquidity portfolio (includes money market and other securities)
|
|
$ |
205.0 |
|
|
$ |
201.8 |
|
Cash and investments in money market securities (including money
market and other securities: 2007-$66.2; 2006-$0.4)
|
|
$ |
66.5 |
|
|
$ |
2.1 |
|
Total assets
|
|
$ |
4,986.1 |
|
|
$ |
4,887.5 |
|
Total debt outstanding
|
|
$ |
1,891.5 |
|
|
$ |
1,899.1 |
|
Total shareholders equity
|
|
$ |
2,978.3 |
|
|
$ |
2,841.2 |
|
Debt to equity
ratio(1)
|
|
|
0.64 |
|
|
|
0.67 |
|
Asset coverage
ratio(2)
|
|
|
257 |
% |
|
|
250 |
% |
|
|
(1) |
The debt to equity ratio adjusted for the liquidity portfolio
was 0.57 and 0.60 at March 31, 2007, and December 31,
2006, respectively, which is calculated as (a) total debt
less the value of the liquidity portfolio divided by
(b) total shareholders equity. |
|
(2) |
As a business development company, we are generally required to
maintain a minimum ratio of 200% of total assets to total
borrowings. |
Cash generated from the portfolio includes cash flow from net
investment income and net realized gains and principal
collections related to investment repayments or sales. Cash flow
provided by our operating activities before new investment
activity for the three months ended March 31, 2007 and
2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
19.4 |
|
|
$ |
(17.7 |
) |
Add: portfolio investments funded
|
|
|
170.2 |
|
|
|
647.9 |
|
|
|
|
|
|
|
|
|
Total cash provided by operating activities before new
investments
|
|
$ |
189.6 |
|
|
$ |
630.2 |
|
|
|
|
|
|
|
|
In addition to the net cash flow provided by our operating
activities before funding investments, we have sources of
liquidity through our liquidity portfolio and revolving line of
credit as discussed below.
At March 31, 2007, and December 31, 2006, the value
and yield of the securities in the liquidity portfolio were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Value | |
|
Yield | |
|
Value | |
|
Yield | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Money market securities
|
|
$ |
163.8 |
|
|
|
5.3 |
% |
|
$ |
161.2 |
|
|
|
5.3 |
% |
Certificate of
Deposit(1)
|
|
|
41.2 |
|
|
|
5.5 |
% |
|
|
40.6 |
|
|
|
5.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
205.0 |
|
|
|
5.3 |
% |
|
$ |
201.8 |
|
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The certificate of deposit matures in June 2007. |
The liquidity portfolio was established to provide a pool of
liquid assets within our balance sheet. Our investment portfolio
is primarily composed of private, illiquid assets for which
there is no readily available market. We assess the amount held
in and the composition of the liquidity portfolio throughout the
year.
We invest otherwise uninvested cash in U.S. government- or
agency-issued or guaranteed securities that are backed by the
full faith and credit of the United States, or in high quality,
short-term securities. We place our cash with financial
institutions and, at times, cash held in checking accounts in
financial institutions may be in excess of the Federal Deposit
Insurance Corporation insured limit.
88
We employ an asset-liability management approach that focuses on
matching the estimated maturities of our investment portfolio to
the estimated maturities of our borrowings. We use our revolving
line of credit facility as a means to bridge to long-term
financing in the form of debt or equity capital, which may or
may not result in temporary differences in the matching of
estimated maturities. Availability on the revolving line of
credit, net of amounts committed for standby letters of credit
issued under the line of credit facility, was
$888.0 million on March 31, 2007. We evaluate our
interest rate exposure on an ongoing basis. Generally, we seek
to fund our primarily fixed-rate debt portfolio and our equity
portfolio with fixed-rate debt or equity capital. To the extent
deemed necessary, we may hedge variable and short-term interest
rate exposure through interest rate swaps or other techniques.
During the three months ended March 31, 2007 and 2006, and
the year ended December 31, 2006, we sold new equity of
$93.8 million, $83.0 million, and $295.8 million,
respectively, in public offerings. In addition,
shareholders equity increased by $5.8 million,
$7.7 million, and $27.7 million through the exercise
of stock options, the collection of notes receivable from the
sale of common stock, and the issuance of shares through our
dividend reinvestment plan for the three months ended
March 31, 2007 and 2006, and the year ended
December 31, 2006, respectively.
We currently target a debt to equity ratio ranging between
0.50:1.00 to 0.70:1.00 because we believe that it is prudent to
operate with a larger equity capital base and less leverage.
At March 31, 2007, and December 31, 2006, we had
outstanding debt as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
|
|
Annual | |
|
|
|
Annual | |
|
|
Facility | |
|
Amount | |
|
Interest | |
|
Facility | |
|
Amount | |
|
Interest | |
|
|
Amount | |
|
Outstanding | |
|
Cost(1) | |
|
Amount | |
|
Outstanding | |
|
Cost(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Notes payable and debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Privately issued unsecured notes payable
|
|
$ |
1,041.5 |
|
|
$ |
1,041.5 |
|
|
|
6.1 |
% |
|
$ |
1,041.4 |
|
|
$ |
1,041.4 |
|
|
|
6.1 |
% |
|
Publicly issued unsecured notes payable
|
|
|
850.0 |
|
|
|
850.0 |
|
|
|
6.7 |
% |
|
|
650.0 |
|
|
|
650.0 |
|
|
|
6.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable and debentures
|
|
|
1,891.5 |
|
|
|
1,891.5 |
|
|
|
6.3 |
% |
|
|
1,691.4 |
|
|
|
1,691.4 |
|
|
|
6.3 |
% |
Revolving line of
credit(4)
|
|
|
922.5 |
|
|
|
|
|
|
|
|
%(2) |
|
|
922.5 |
|
|
|
207.7 |
|
|
|
6.4 |
%(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
$ |
2,814.0 |
|
|
$ |
1,891.5 |
|
|
|
6.5 |
%(3) |
|
$ |
2,613.9 |
|
|
$ |
1,899.1 |
|
|
|
6.5 |
% (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average annual interest cost is computed as the
(a) annual stated interest on the debt plus the annual
amortization of commitment fees, other facility fees and the
amortization of debt financing costs that are recognized into
interest expense over the contractual life of the respective
borrowings, divided by (b) debt outstanding on the balance
sheet date. |
|
(2) |
There were no amounts drawn on the revolving line of credit at
March 31, 2007. The annual interest cost at
December 31, 2006, reflects the interest rate payable for
borrowings under the revolving line of credit. In addition to
the current interest rate payable, there were annual costs of
commitment fees, other facility fees and amortization of debt
financing costs of $3.8 million and $3.9 million at
March 31, 2007, and December 31, 2006, respectively. |
|
(3) |
The annual interest cost for total debt includes the annual cost
of commitment fees and the amortization of debt financing costs
on the revolving line of credit and other facility fees
regardless of the amount outstanding on the facility as of the
balance sheet date. |
|
(4) |
At March 31, 2007, $888.0 million remained unused and
available on the revolving line of credit, net of amounts
committed for standby letters of credit of $34.5 million
issued under the credit facility. |
Privately Issued Unsecured Notes Payable. We
have privately issued unsecured long-term notes to institutional
investors, primarily insurance companies. The notes have five-
or seven-year maturities, with maturity dates beginning in 2008
and have fixed rates of interest. The notes require payment of
interest only semi-annually, and all principal is due upon
maturity. The notes may be prepaid in whole or in part, together
with an interest premium, as stipulated in the note agreements.
We have issued five-year unsecured long-term notes denominated
in Euros and Sterling for a total U.S. dollar equivalent of
$15.2 million. The notes have fixed interest rates and have
substantially the same terms as our other unsecured notes. The
Euro notes require annual interest payments and the Sterling
notes require semi-annual interest payments until maturity.
Simultaneous with issuing the notes, we entered into a cross
89
currency swap with a financial institution which fixed our
interest and principal payments in U.S. dollars for the
life of the debt.
Publicly Issued Unsecured Notes Payable. We have
outstanding publicly issued unsecured notes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
Maturity Date | |
($ in millions) |
|
| |
|
| |
6.625% Notes due 2011
|
|
$ |
400.0 |
|
|
|
July 15, 2011 |
|
6.000% Notes due 2012
|
|
|
250.0 |
|
|
|
April 1, 2012 |
|
6.875% Notes due 2047
|
|
|
200.0 |
|
|
|
April 15, 2047 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
850.0 |
|
|
|
|
|
|
|
|
|
|
|
|
The 6.625% Notes due 2011 and the 6.000% Notes due 2012 require
payment of interest only semi-annually, and all principal is due
upon maturity. We have the option to redeem these notes in whole
or in part, together with a redemption premium, as stipulated in
the notes.
On March 28, 2007, we completed the issuance of $200.0 million
of 6.875% Notes due 2047 for net proceeds of $193.0 million
(net of underwriting discounts and estimated offering expenses).
In April 2007, we issued additional notes, through an
over-allotment option, totaling $30.0 million for net
proceeds of $29.1 million (net of underwriting discounts
and estimated offering expenses). The notes are listed on the
New York Stock Exchange under the trading symbol AFC.
The 6.875% Notes due 2047 require payment of interest only
quarterly, and all principal is due upon maturity. We may redeem
these notes in whole or in part at any time or from time to time
on or after April 15, 2012, at par and upon the occurrence
of certain tax events as stipulated in the notes.
Revolving Line of Credit. At March 31, 2007,
and December 31, 2006, we had an unsecured revolving line
of credit with a committed amount of $922.5 million that
expires on September 30, 2008. The revolving line of credit
generally bears interest at a rate equal to (i) LIBOR (for
the period we select) plus 1.05% or (ii) the higher of the
Federal Funds rate plus 0.50% or the Bank of America N.A. prime
rate. The revolving line of credit requires the payment of an
annual commitment fee equal to 0.20% of the committed amount
(whether used or unused). The revolving line of credit 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. All
principal is due upon maturity.
At March 31, 2007, there was no outstanding balance on our
unsecured revolving line of credit. The amount available under
the line at March 31, 2007, was $888.0 million, net of
amounts committed for standby letters of credit of
$34.5 million. Net repayments under the revolving lines of
credit for the three months ended March 31, 2007, were
$207.7 million.
We have various financial and operating covenants required by
the revolving line of credit and the privately issued unsecured
notes payable outstanding at March 31, 2007. These
covenants require us to maintain certain financial ratios,
including debt to equity and interest coverage, and a minimum
net worth. These credit facilities provide for customary events
of default, including, but not limited to, payment defaults,
breach of representations or covenants, cross-defaults,
bankruptcy events, failure to pay judgments, attachment of our
assets, change of control and the issuance of an order of
dissolution. Certain of these events of default are subject to
notice and cure periods or materiality thresholds. Our credit
facilities limit our ability to declare dividends if we default
under certain provisions. As of March 31, 2007, we were in
compliance with these covenants.
We have certain financial and operating covenants that are
required by the publicly issued unsecured notes payable,
including that we will maintain a minimum ratio of 200% of total
assets to total borrowings, as required by the Investment
Company Act of 1940, as amended, while these notes are
outstanding. At March 31, 2007, we were in compliance with
these covenants.
90
The following table shows our significant contractual
obligations for the repayment of debt and payment of other
contractual obligations as of March 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Year | |
|
|
|
|
| |
|
|
|
|
|
|
After | |
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 | |
|
2011 | |
|
2011 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Unsecured notes payable
|
|
$ |
1,891.5 |
|
|
$ |
|
|
|
$ |
153.0 |
|
|
$ |
269.0 |
|
|
$ |
408.0 |
|
|
$ |
472.5 |
|
|
$ |
589.0 |
|
Revolving line of
credit(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases
|
|
|
23.5 |
|
|
|
3.3 |
|
|
|
4.5 |
|
|
|
4.6 |
|
|
|
4.5 |
|
|
|
1.8 |
|
|
|
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$ |
1,915.0 |
|
|
$ |
3.3 |
|
|
$ |
157.5 |
|
|
$ |
273.6 |
|
|
$ |
412.5 |
|
|
$ |
474.3 |
|
|
$ |
593.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
At March 31, 2007, $888.0 million remained unused and
available on the revolving line of credit, net of amounts
committed for standby letters of credit of $34.5 million
issued under the credit facility. |
Off-Balance Sheet Arrangements
In the ordinary course of business, we have issued guarantees
and have extended standby letters of credit through financial
intermediaries on behalf of certain portfolio companies. We have
generally issued guarantees of debt, rental and lease
obligations. Under these arrangements, we would be required to
make payments to third-party beneficiaries if the portfolio
companies were to default on their related payment obligations.
The following table shows our guarantees and standby letters of
credit that may have the effect of creating, increasing, or
accelerating our liabilities as of March 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Commitment Expiration Per Year | |
|
|
|
|
| |
|
|
|
|
|
|
After | |
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 |
|
2011 | |
|
2011 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
Guarantees
|
|
$ |
194.5 |
|
|
$ |
0.3 |
|
|
$ |
3.0 |
|
|
$ |
184.9 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
1.9 |
|
Standby letters of
credit(1)
|
|
|
34.5 |
|
|
|
4.0 |
|
|
|
30.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
commitments(2)
|
|
$ |
229.0 |
|
|
$ |
4.3 |
|
|
$ |
33.5 |
|
|
$ |
184.9 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Standby letters of credit are issued under our revolving line of
credit that expires in September 2008. Therefore, unless a
standby letter of credit is set to expire at an earlier date, we
have assumed that the standby letters of credit will expire
contemporaneously with the expiration of our line of credit in
September 2008. |
|
(2) |
Our most significant commitments relate to our investment in
Business Loan Express, LLC (BLX), which commitments totaled
$202.4 million at March 31, 2007. At March 31,
2007, we guaranteed 50% of the outstanding total obligations on
BLXs revolving line of credit for a total guaranteed
amount of $179.4 million and we had also provided four
standby letters of credit totaling $20.0 million in
connection with four term securitizations completed by BLX. In
addition, we have agreed to purchase the $3.0 million of
Class A equity interests purchased by the chief executive
officer of BLX at fair value in the event that BLX amends or
otherwise restructures its existing senior credit facility or he
is terminated for any reason. See Private
Finance, Business Loan Express, LLC above for further
discussion. |
In addition, we had outstanding commitments to fund investments
totaling $410.8 million at March 31, 2007. See
Portfolio and Investment Activity
Outstanding Commitments above. We intend to fund these
commitments and prospective investment opportunities with
existing cash, through cash flow from operations before new
investments, through borrowings under our line of credit or
other long-term debt agreements, or through the sale or issuance
of new equity capital.
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements are based on the selection
and application of critical accounting policies, which require
management to make significant estimates and assumptions.
Critical accounting policies are those that are both important
to the presentation of our financial condition and results of
operations and require managements most difficult,
complex, or subjective judgments. Our critical accounting
policies are those
91
applicable to the valuation of investments, certain revenue
recognition matters and certain tax matters as discussed below.
Valuation of Portfolio Investments. As
a business development company, we invest in illiquid securities
including debt and equity securities of companies and CDO and
CLO bonds and preferred shares/income notes. Our investments may
be subject to certain restrictions on resale and generally have
no established trading market. We value substantially all of our
investments at fair value as determined in good faith by the
Board of Directors in accordance with our valuation policy. We
determine fair value to be the amount for which an investment
could be exchanged in an orderly disposition over a reasonable
period of time between willing parties other than in a forced or
liquidation sale. Our valuation policy considers the fact that
no ready market exists for substantially all of the securities
in which we invest. Our valuation policy is intended to provide
a consistent basis for determining the fair value of the
portfolio. We will record unrealized depreciation on investments
when we believe that an investment has become impaired,
including where collection of a loan or realization of an equity
security is doubtful, or when the enterprise value of the
portfolio company does not currently support the cost of our
debt or equity investments. Enterprise value means the entire
value of the company to a potential buyer, including the sum of
the values of debt and equity securities used to capitalize the
enterprise at a point in time. We will record unrealized
appreciation if we believe that the underlying portfolio company
has appreciated in value and/ or our equity security has also
appreciated in value. The value of investments in publicly
traded securities is determined using quoted market prices
discounted for restrictions on resale, if any.
See Results of Operations Change
in Unrealized Appreciation or Depreciation above for more
discussion on portfolio valuation.
Loans and Debt Securities. For loans
and debt securities, fair value generally approximates cost
unless the borrowers enterprise value, overall financial
condition or other factors lead to a determination of fair value
at a different amount. The value of loan and debt securities may
be greater than our cost basis if the amount that would be
repaid on the loan or debt security upon the sale of the
portfolio company is greater than our cost basis.
When we receive nominal cost warrants or free equity securities
(nominal cost equity), we allocate our cost basis in our
investment between debt securities and nominal cost equity at
the time of origination. At that time, the original issue
discount basis of the nominal cost equity is recorded by
increasing the cost basis in the equity and decreasing the cost
basis in the related debt securities.
Interest income is recorded on an accrual basis to the extent
that such amounts are expected to be collected. For loans and
debt securities with contractual payment-in-kind interest, which
represents contractual interest accrued and added to the loan
balance that generally becomes due at maturity, we will not
accrue payment-in-kind interest if the portfolio company
valuation indicates that the payment-in-kind interest is not
collectible. In general, interest is not accrued on loans and
debt securities if we have doubt about interest collection or
where the enterprise value of the portfolio company may not
support further accrual. Loans in workout status do not accrue
interest. In addition, interest may not accrue on loans or debt
securities to portfolio companies that are more than 50% owned
by us depending on such companys capital requirements.
Loan origination fees, original issue discount, and market
discount are capitalized and then amortized into interest income
using a method that approximates the effective interest method.
Upon the prepayment of a loan or debt security, any unamortized
loan origination fees are recorded as interest income and any
unamortized original issue discount or market discount is
recorded as a realized gain. Prepayment premiums are recorded on
loans and debt securities when received.
Equity Securities. Our equity
securities in portfolio companies for which there is no liquid
public market are valued at fair value based on the enterprise
value of the portfolio company, which is determined using
various factors, including cash flow from operations of the
portfolio company, multiples at which private companies are
bought and sold, and other pertinent factors, such as recent
offers to purchase a portfolio
92
company, recent transactions involving the purchase or sale of
the portfolio companys equity securities, liquidation
events, or other events. The determined equity values are
generally discounted when we have a minority ownership position,
restrictions on resale, specific concerns about the receptivity
of the capital markets to a specific company at a certain time,
or other factors.
The value of our equity securities in public companies for which
market quotations are readily available is based on the closing
public market price on the balance sheet date. Securities that
carry certain restrictions on sale are typically valued at a
discount from the public market value of the security.
Dividend income on preferred equity securities is recorded as
dividend income on an accrual basis to the extent that such
amounts are expected to be collected and to the extent that we
have the option to receive the dividend in cash. Dividend income
on common equity securities is recorded on the record date for
private companies or on the ex-dividend date for publicly traded
companies.
Collateralized Debt Obligations (CDO) and Collateralized
Loan Obligations (CLO). CDO and CLO bonds and preferred
shares/ income notes (CDO/ CLO Assets) are carried at fair
value, which is based on a discounted cash flow model that
utilizes prepayment, re-investment and loss assumptions based on
historical experience and projected performance, economic
factors, the characteristics of the underlying cash flow, and
comparable yields for similar bonds and preferred shares/ income
notes, when available. We recognize unrealized appreciation or
depreciation on our CDO/ CLO Assets as comparable yields in the
market change and/ or based on changes in estimated cash flows
resulting from changes in prepayment, re-investment or loss
assumptions in the underlying collateral pool. We determine the
fair value of our CDO/ CLO Assets on an individual
security-by-security basis.
We recognize interest income on the preferred shares/income
notes using the effective interest method, based on the
anticipated yield and the estimated cash flows over the
projected life of the investment. Yields are revised when there
are changes in actual or estimated cash flows due to changes in
prepayments and/or re-investments, credit losses or asset
pricing. Changes in estimated yield are recognized as an
adjustment to the estimated yield over the remaining life of the
preferred shares/income notes from the date the estimated yield
was changed. CDO and CLO bonds have stated interest rates.
Net Realized Gains or Losses and Net Change in Unrealized
Appreciation or Depreciation. Realized gains or losses
are measured by the difference between the net proceeds from the
repayment or sale and the cost basis of the investment without
regard to unrealized appreciation or depreciation previously
recognized, and include investments charged off during the
period, net of recoveries. Net change in unrealized appreciation
or depreciation primarily reflects the change in portfolio
investment values during the reporting period, including the
reversal of previously recorded unrealized appreciation or
depreciation when gains or losses are realized. Net change in
unrealized appreciation or depreciation also reflects the change
in the value of U.S. Treasury bills and deposits of proceeds
from sales of borrowed Treasury securities, and depreciation on
accrued interest and dividends receivable and other assets where
collection is doubtful.
Fee Income. Fee income includes fees for loan
prepayment premiums, guarantees, commitments, and services
rendered by us to portfolio companies and other third parties
such as diligence, structuring, transaction services, management
and consulting services, and other services. Loan prepayment
premiums are recognized at the time of prepayment. Guaranty and
commitment fees are generally recognized as income over the
related period of the guaranty or commitment, respectively.
Diligence, structuring, and transaction services fees are
generally recognized as income when services are rendered or
when the related transactions are completed. Management,
consulting and other services fees are generally recognized as
income as the services are rendered.
Federal and State Income Taxes and Excise Tax. We
intend to comply with the requirements of the Internal Revenue
Code (Code) that are applicable to regulated investment
companies (RIC) and real estate investment trusts (REIT). We and
any of our subsidiaries that qualify as a RIC or a REIT intend
to distribute
93
or retain through a deemed distribution all of our annual
taxable income to shareholders; therefore, we have made no
provision for income taxes exclusive of excise taxes for these
entities.
If we do not distribute at least 98% of our annual taxable
income in the year earned, we will generally be required to pay
an excise tax equal to 4% of the amount by which 98% of our
annual taxable income exceeds the distributions from such
taxable income for the year. To the extent that we determine
that our estimated current year annual taxable income will be in
excess of estimated current year dividend distributions from
such taxable income, we accrue excise taxes on estimated excess
taxable income as taxable income is earned using an annual
effective excise tax rate. The annual effective excise tax rate
is determined by dividing the estimated annual excise tax by the
estimated annual taxable income.
Income taxes for AC Corp are accounted for under the asset and
liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases
as well as operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
There has been no material change in quantitative or qualitative
disclosures about market risk since December 31, 2006.
Item 4. Controls and Procedures
(a) As of the end of the period covered by this quarterly
report on
Form 10-Q, the
Companys chief executive officer and chief financial
officer conducted an evaluation of the Companys disclosure
controls and procedures (as defined in
Rules 13a-15 and
15d-15 of the
Securities Exchange Act of 1934). Based upon this evaluation,
the Companys chief executive officer and chief financial
officer concluded that the Companys disclosure controls
and procedures are effective to allow timely decisions regarding
required disclosure of any material information relating to the
Company that is required to be disclosed by the Company in the
reports it files or submits under the Securities Exchange Act of
1934.
(b) There have been no changes in the Companys
internal control over financial reporting that occurred during
the quarter ended March 31, 2007, that have materially
affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.
94
PART II. OTHER INFORMATION
Item 1. Legal
Proceedings
On June 23, 2004, we were notified by the SEC that they are
conducting an informal investigation of us. On December 22,
2004, we received letters from the U.S. Attorney for the
District of Columbia requesting the preservation and production
of information regarding us and Business Loan Express, LLC in
connection with a criminal investigation. Based on the
information available to us at this time, the inquiries appear
to primarily pertain to matters related to portfolio valuation
and our portfolio company, Business Loan Express, LLC. To date,
we have produced materials in response to requests from both the
SEC and the U.S. Attorneys office, and a director and
certain current and former employees have provided testimony and
have been interviewed by the staff of the SEC and, in some
cases, the U.S. Attorneys Office. We are voluntarily
cooperating with these investigations.
In late December 2006, we received a subpoena from the U.S.
Attorney for the District of Columbia requesting, among other
things, the production of records regarding the use of private
investigators by us or our agents. The Board established a
committee, which was advised by its own counsel, to review this
matter. In the course of gathering documents responsive to the
subpoena, we became aware that an agent of Allied Capital
obtained what were represented to be telephone records of David
Einhorn and which purport to be records of calls from Greenlight
Capital during a period of time in 2005. Also, while we were
gathering documents responsive to the subpoena, allegations were
made that our management had authorized the acquisition of these
records and that management was subsequently advised that these
records had been obtained. Our management has stated that these
allegations are not true. We are cooperating fully with the
inquiry by the United States Attorneys office.
On February 13, 2007, Rena Nadoff filed a shareholder
derivative action in the Superior Court of the District of
Columbia, captioned Rena Nadoff v. Walton, et al., CA 001060-07,
seeking unspecified compensatory and other damages, as well as
equitable relief on behalf of Allied Capital Corporation.
Ms. Nadoffs complaint names as defendants the members
of Allied Capitals Board of Directors; Allied Capital is a
nominal defendant for purposes of the derivative action. The
complaint alleges breach of fiduciary duty by the Board of
Directors arising from internal control failures and
mismanagement of Business Loan Express, LLC, an Allied Capital
portfolio company. We believe the lawsuit is without merit, and
we intend to defend the lawsuit vigorously. Allied Capital and
the individual directors filed a motion to dismiss the complaint
in its entirety. The motion is pending.
On February 26, 2007, Dana Ross filed a class action
complaint in the U.S. District Court for the District of
Columbia in which she alleges that Allied Capital Corporation
and certain members of management violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and
Rule 10b-5
thereunder. The complaint is captioned Dana Ross v. Walton, et
al., CV 00402. Dana Ross claims that, between March 1,
2006, and January 10, 2007, Allied Capital either failed to
disclose or misrepresented information concerning the loan
origination practices of Business Loan Express, LLC, an Allied
Capital portfolio company. Dana Ross seeks unspecified
compensatory and other damages, as well as other relief. We
believe the lawsuit is without merit, and we intend to defend
the lawsuit vigorously. There may be other similar class action
lawsuits filed.
In addition to the above matters, we are party to certain
lawsuits in the normal course of business.
While the outcome of any of the legal proceedings described
above cannot at this time be predicted with certainty, we do not
expect these matters will materially affect our financial
condition or results of operations; however, there can be no
assurances whether any pending legal proceedings will have a
material adverse effect on our financial condition or results of
operations in any future reporting period.
95
Item 1A. Risk Factors.
Investing in Allied Capital involves a number of significant
risks relating to our business and investment objective. As a
result, there can be no assurance that we will achieve our
investment objective.
Our portfolio of investments is illiquid. We generally
acquire our investments directly from the issuer in privately
negotiated transactions. The majority of the investments in our
portfolio are subject to certain restrictions on resale or
otherwise have no established trading market. We typically exit
our investments when the portfolio company has a liquidity event
such as a sale, recapitalization, or initial public offering of
the company. The illiquidity of our investments may adversely
affect our ability to dispose of debt and equity securities at
times when we may need to or when it may be otherwise
advantageous for us to liquidate such investments. In addition,
if we were forced to immediately liquidate some or all of the
investments in the portfolio, the proceeds of such liquidation
could be significantly less than the current value of such
investments.
Investing in private companies involves a high degree of
risk. Our portfolio primarily consists of long-term loans to
and investments in middle market private companies. Investments
in private businesses involve a high degree of business and
financial risk, which can result in substantial losses for us in
those investments and accordingly should be considered
speculative. There is generally no publicly available
information about the companies in which we invest, and we rely
significantly on the diligence of our employees and agents to
obtain information in connection with our investment decisions.
If we are unable to identify all material information about
these companies, among other factors, we may fail to receive the
expected return on our investment or lose some or all of the
money invested in these companies. In addition, these businesses
may have shorter operating histories, narrower product lines,
smaller market shares and less experienced management than their
competition and may be more vulnerable to customer preferences,
market conditions, loss of key personnel, or economic downturns,
which may adversely affect the return on, or the recovery of,
our investment in such businesses. As an investor, we are
subject to the risk that a portfolio company may make a business
decision that does not serve our interest, which could decrease
the value of our investment. Deterioration in a portfolio
companys financial condition and prospects may be
accompanied by deterioration in any collateral for the loan.
Substantially all of our portfolio investments are recorded
at fair value as determined in good faith by our Board of
Directors and, as a result, there is uncertainty regarding the
value of our portfolio investments. At March 31, 2007,
portfolio investments recorded at fair value were 90% of our
total assets. Pursuant to the requirements of the 1940 Act, we
value substantially all of our investments at fair value as
determined in good faith by our Board of Directors on a
quarterly basis. Since there is typically no readily available
market value for the investments in our portfolio, our Board of
Directors determines in good faith the fair value of these
investments pursuant to a valuation policy and a consistently
applied valuation process.
There is no single standard for determining fair value in good
faith. As a result, determining fair value requires that
judgment be applied to the specific facts and circumstances of
each portfolio investment while employing a consistently applied
valuation process for the types of investments we make. In
determining fair value in good faith, we generally obtain
financial and other information from portfolio companies, which
may represent unaudited, projected or proforma financial
information. Unlike banks, we are not permitted to provide a
general reserve for anticipated loan losses; we are instead
required by the 1940 Act to specifically value each individual
investment on a quarterly basis and record unrealized
depreciation for an investment that we believe has become
impaired, including where collection of a loan or realization of
an equity security is doubtful, or when the enterprise value of
the portfolio company does not currently support the cost of our
debt or equity investment. Enterprise value means the entire
value of the company to a potential buyer, including the sum of
the values of debt and equity securities used to capitalize the
enterprise at a point in time. We will record unrealized
appreciation if we believe that the underlying portfolio company
has appreciated in value and/or our equity security has
appreciated in value. Without a readily available market value
and because of the inherent uncertainty of valuation, the fair
value of our investments determined in good faith by the Board
of Directors may differ significantly from the values that would
have been used had a ready market existed for the
96
investments, and the differences could be material. Our net
asset value could be affected if our determination of the fair
value of our investments is materially different than the value
that we ultimately realize.
We adjust quarterly the valuation of our portfolio to reflect
the Board of Directors determination of the fair value of
each investment in our portfolio. Any changes in fair value are
recorded in our statement of operations as net change in
unrealized appreciation or depreciation.
Economic recessions or downturns could impair our portfolio
companies and harm our operating results. Many of the
companies in which we have made or will make investments may be
susceptible to economic slowdowns or recessions. An economic
slowdown may affect the ability of a company to repay our loans
or engage in a liquidity event such as a sale, recapitalization,
or initial public offering. Our nonperforming assets are likely
to increase and the value of our portfolio is likely to decrease
during these periods. Adverse economic conditions also may
decrease the value of any collateral securing some of our loans.
These conditions could lead to financial losses in our portfolio
and a decrease in our revenues, net income, and assets.
Our business of making private equity investments and
positioning them for liquidity events also may be affected by
current and future market conditions. The absence of an active
senior lending environment or a slowdown in middle market merger
and acquisition activity may slow the amount of private equity
investment activity generally. As a result, the pace of our
investment activity may slow. In addition, significant changes
in the capital markets could have an effect on the valuations of
private companies and on the potential for liquidity events
involving such companies. This could affect the timing of exit
events in our portfolio and could negatively affect the amount
of gains or losses upon exit.
Our borrowers may default on their payments, which may have a
negative effect on our financial performance. We make
long-term unsecured, subordinated loans and invest in equity
securities, which may involve a higher degree of repayment risk.
We primarily invest in companies that may have limited financial
resources, may be highly leveraged and may be unable to obtain
financing from traditional sources. Numerous factors may affect
a borrowers ability to repay its loan, including the
failure to meet its business plan, a downturn in its industry,
or negative economic conditions. A portfolio companys
failure to satisfy financial or operating covenants imposed by
us or other lenders could lead to defaults and, potentially,
termination of its loans or foreclosure on its secured assets,
which could trigger cross defaults under other agreements and
jeopardize our portfolio companys ability to meet its
obligations under the loans or debt securities that we hold. In
addition, our portfolio companies may have, or may be permitted
to incur, other debt that ranks senior to or equally with our
securities. This means that payments on such senior-ranking
securities may have to be made before we receive any payments on
our subordinated loans or debt securities. Deterioration in a
borrowers financial condition and prospects may be
accompanied by deterioration in any related collateral and may
have a negative effect on our financial results.
Our private finance investments may not produce current
returns or capital gains. Our private finance investments
are typically structured as unsecured debt securities with a
relatively high fixed rate of interest and with equity features
such as conversion rights, warrants, or options, or as buyouts
of companies where we invest in debt and equity securities. As a
result, our private finance investments are generally structured
to generate interest income from the time they are made and may
also produce a realized gain from an accompanying equity
feature. We cannot be sure that our portfolio will generate a
current return or capital gains.
Our financial results could be negatively affected if a
significant portfolio investment fails to perform as
expected. Our total investment in companies may be
significant individually or in the aggregate. As a result, if a
significant investment in one or more companies fails to perform
as expected, our financial results could be more negatively
affected and the magnitude of the loss could be more significant
than if we had made smaller investments in more companies. At
March 31, 2007, our largest investments at value were in
Mercury Air Centers, Inc. and Business Loan Express, LLC (BLX),
which represented 6.0% and 4.6% of our total assets,
97
respectively, and 2.0% and 1.3% of our total interest and
related portfolio income, respectively, for the three months
ended March 31, 2007.
BLX is a national, non-bank lender that participates in the
SBAs 7(a) Guaranteed Loan Program and is licensed by the
SBA as a Small Business Lending Company (SBLC). The Office of
the Inspector General of the SBA (OIG) and the United States
Secret Service are conducting an ongoing investigation of
allegedly fraudulently obtained SBA-guaranteed loans issued by
BLX. The OIG and the U.S. Department of Justice are also
conducting a civil investigation of BLXs lending practices
in various jurisdictions. These investigations are ongoing. As
an SBA lender, BLX is also subject to other SBA and OIG audits,
investigations, and reviews. These investigations, audits and
reviews, changes in the laws or regulations that govern SBLCs or
the SBA 7(a) Guaranteed Loan Program, or changes in
government funding for this program could have a material
adverse impact on BLX and, as a result, could negatively affect
our financial results. See Managements Discussion
and Analysis of Financial Condition and Results of
Operations Private Finance, Business Loan
Express, LLC below.
We borrow money, which magnifies the potential for gain or
loss on amounts invested and may increase the risk of investing
in us. Borrowings, also known as leverage, magnify the
potential for gain or loss on amounts invested and, therefore,
increase the risks associated with investing in our securities.
We borrow from and issue senior debt securities to banks,
insurance companies, and other lenders or investors. Holders of
these senior securities have fixed dollar claims on our
consolidated assets that are superior to the claims of our
common shareholders. If the value of our consolidated assets
increases, then leveraging would cause the net asset value
attributable to our common stock to increase more sharply than
it would have had we not leveraged. Conversely, if the value of
our consolidated assets decreases, leveraging would cause net
asset value to decline more sharply than it otherwise would have
had we not leveraged. Similarly, any increase in our
consolidated income in excess of consolidated interest payable
on the borrowed funds would cause our net income to increase
more than it would without the leverage, while any decrease in
our consolidated income would cause net income to decline more
sharply than it would have had we not borrowed. Such a decline
could negatively affect our ability to make common stock
dividend payments. Leverage is generally considered a
speculative investment technique. We and, indirectly, our
stockholders will bear the cost associated with our leverage
activity. Our revolving line of credit and notes payable contain
financial and operating covenants that could restrict our
business activities, including our ability to declare dividends
if we default under certain provisions. Breach of any of those
covenants could cause a default under those instruments. Such a
default, if not cured or waived, could have a material adverse
effect on us.
At March 31, 2007, we had $1.9 billion of outstanding
indebtedness bearing a weighted average annual interest cost of
6.5% and a debt to equity ratio of 0.64 to 1.00. We may incur
additional debt in the future. If our portfolio of investments
fails to produce adequate returns, we may be unable to make
interest or principal payments on our indebtedness when they are
due. In order for us to cover annual interest payments on
indebtedness, we must achieve annual returns on our assets of at
least 2.5% as of March 31, 2007, which returns were
achieved.
We may not borrow money unless we maintain asset coverage for
indebtedness of at least 200%, which may affect returns to
shareholders. We must maintain asset coverage for total
borrowings of at least 200%. Our ability to achieve our
investment objective may depend in part on our continued ability
to maintain a leveraged capital structure by borrowing from
banks, insurance companies or other lenders or investors on
favorable terms. There can be no assurance that we will be able
to maintain such leverage. If asset coverage declines to less
than 200%, we may be required to sell a portion of our
investments when it is disadvantageous to do so. As of
March 31, 2007, our asset coverage for senior indebtedness
was 257%.
Changes in interest rates may affect our cost of capital and
net investment income. Because we borrow money to make
investments, our net investment income is dependent upon the
difference between the rate at which we borrow funds and the
rate at which we invest these funds. As a result, there can be
no assurance that
98
a significant change in market interest rates will not have a
material adverse effect on our net investment income. In periods
of rising interest rates, our cost of funds would increase,
which would reduce our net investment income. We use a
combination of long-term and short-term borrowings and equity
capital to finance our investing activities. We utilize our
revolving line of credit as a means to bridge to long-term
financing. Our long-term fixed-rate investments are financed
primarily with long-term fixed-rate debt and equity. We may use
interest rate risk management techniques in an effort to limit
our exposure to interest rate fluctuations. Such techniques may
include various interest rate hedging activities to the extent
permitted by the 1940 Act. We have analyzed the potential impact
of changes in interest rates on interest income net of interest
expense.
Assuming that the balance sheet as of March 31, 2007, were
to remain constant and no actions were taken to alter the
existing interest rate sensitivity, a hypothetical immediate 1%
change in interest rates would have affected net income by
approximately 1% over a one year horizon. Although management
believes that this measure is indicative of our sensitivity to
interest rate changes, it does not adjust for potential changes
in credit quality, size and composition of the assets on the
balance sheet and other business developments that could affect
net increase in net assets resulting from operations, or net
income. Accordingly, no assurances can be given that actual
results would not differ materially from the potential outcome
simulated by this estimate.
We will continue to need additional capital to grow because
we must distribute our income. We will continue to need
capital to fund growth in our investments. Historically, we have
borrowed from financial institutions or other investors and have
issued equity securities to grow our portfolio. A reduction in
the availability of new debt or equity capital could limit our
ability to grow. We must distribute at least 90% of our taxable
ordinary income, which excludes realized net long-term capital
gains, to our shareholders to maintain our eligibility for the
tax benefits available to regulated investment companies. As a
result, such earnings will not be available to fund investment
originations. In addition, as a business development company, we
are generally required to maintain a ratio of at least 200% of
total assets to total borrowings, which may restrict our ability
to borrow in certain circumstances. We intend to continue to
borrow from financial institutions or other investors and issue
additional debt and equity securities. If we fail to obtain
funds from such sources or from other sources to fund our
investments, it could limit our ability to grow, which could
have a material adverse effect on the value of our debt
securities or common stock.
Loss of regulated investment company tax treatment would
substantially reduce net assets and income available for debt
service and dividends. We have operated so as to qualify as
a regulated investment company under Subchapter M of the
Code. If we meet source of income, asset diversification, and
distribution requirements, we will not be subject to
corporate-level income taxation on income we timely distribute
to our stockholders as dividends. We would cease to qualify for
such tax treatment if we were unable to comply with these
requirements. In addition, we may have difficulty meeting the
requirement to make distributions to our stockholders because in
certain cases we may recognize income before or without
receiving cash representing such income. If we fail to qualify
as a regulated investment company, we will have to pay
corporate-level taxes on all of our income whether or not we
distribute it, which would substantially reduce the amount of
income available for debt service and distributions to our
stockholders. Even if we qualify as a regulated investment
company, we generally will be subject to a corporate-level
income tax on the income we do not distribute. If we do not
distribute at least 98% of our annual taxable income in the year
earned, we generally will be required to pay an excise tax on
amounts carried over and distributed to shareholders in the next
year equal to 4% of the amount by which 98% of our annual
taxable income exceeds the distributions from such income for
the current year.
There is a risk that our common stockholders may not receive
dividends or distributions. We intend to make distributions
on a quarterly basis to our stockholders. We may not be able to
achieve operating results that will allow us to make
distributions at a specific level or to increase the amount of
these distributions from time to time. In addition, due to the
asset coverage test applicable to us as a business development
company, we may be limited in our ability to make distributions.
Also, certain of our credit facilities limit our ability to
declare dividends if we default under certain provisions. If we
do not distribute a certain percentage of our income
99
annually, we will suffer adverse tax consequences, including
possible loss of the tax benefits available to us as a regulated
investment company. In addition, in accordance with U.S.
generally accepted accounting principles and tax regulations, we
include in income certain amounts that we have not yet received
in cash, such as contractual payment-in-kind interest, which
represents contractual interest added to the loan balance that
becomes due at the end of the loan term, or the accrual of
original issue discount. The increases in loan balances as a
result of contractual payment-in-kind arrangements are included
in income in advance of receiving cash payment and are
separately included in the change in accrued or reinvested
interest and dividends in our consolidated statement of cash
flows. Since we may recognize income before or without receiving
cash representing such income, we may have difficulty meeting
the requirement to distribute at least 90% of our investment
company taxable income to obtain tax benefits as a regulated
investment company.
We operate in a competitive market for investment
opportunities. We compete for investments with a large
number of private equity funds and mezzanine funds, other
business development companies, investment banks, other equity
and non-equity based investment funds, and other sources of
financing, including specialty finance companies and traditional
financial services companies such as commercial banks. Some of
our competitors may have greater resources than we do. Increased
competition would make it more difficult for us to purchase or
originate investments at attractive prices. As a result of this
competition, sometimes we may be precluded from making otherwise
attractive investments.
Our business depends on our key personnel. We depend on
the continued services of our executive officers and other key
management personnel. If we were to lose any of these officers
or other management personnel, such a loss could result in
inefficiencies in our operations and lost business
opportunities, which could have a negative effect on our
business.
Changes in the law or regulations that govern us could have a
material impact on us or our operations. We are regulated by
the SEC. In addition, changes in the laws or regulations that
govern business development companies, regulated investment
companies, and real estate investment trusts may significantly
affect our business. Any change in the law or regulations that
govern our business could have a material impact on us or our
operations. Laws and regulations may be changed from time to
time, and the interpretations of the relevant laws and
regulations also are subject to change, which may have a
material effect on our operations.
Failure to invest a sufficient portion of our assets in
qualifying assets could preclude us from investing in accordance
with our current business strategy. As a business
development company, we may not acquire any assets other than
qualifying assets unless, at the time of and after
giving effect to such acquisition, at least 70% of our total
assets are qualifying assets. See Certain Government
Regulations. Therefore, we may be precluded from investing
in what we believe are attractive investments if such
investments are not qualifying assets for purposes of the 1940
Act. If we do not invest a sufficient portion of our assets in
qualifying assets, we could lose our status as a business
development company, which would have a material adverse effect
on our business, financial condition and results of operations.
Similarly, these rules could prevent us from making additional
investments in existing portfolio companies, which could result
in the dilution of our position, or could require us to dispose
of investments at inopportune times in order to comply with the
1940 Act. If we were forced to sell nonqualifying investments in
the portfolio for compliance purposes, the proceeds from such
sale could be significantly less than the current value of such
investments.
Results may fluctuate and may not be indicative of future
performance. Our operating results may fluctuate and,
therefore, you should not rely on current or historical period
results to be indicative of our performance in future reporting
periods. Factors that could cause operating results to fluctuate
include, but are not limited to, variations in the investment
origination volume and fee income earned, changes in the accrual
status of our loans and debt securities, variations in timing of
prepayments, variations in and the timing of the recognition of
net realized gains or losses and changes in unrealized
appreciation or depreciation, the level of our expenses, the
degree to which we encounter competition in our markets, and
general economic conditions.
100
Our common stock price may be volatile. The trading price
of our common stock may fluctuate substantially. The price of
the common stock may be higher or lower than the price paid by
stockholders, depending on many factors, some of which are
beyond our control and may not be directly related to our
operating performance. These factors include, but are not
limited to, the following:
|
|
|
|
|
price and volume fluctuations in the overall stock market from
time to time; |
|
|
|
significant volatility in the market price and trading volume of
securities of business development companies or other financial
services companies; |
|
|
|
volatility resulting from trading in derivative securities
related to our common stock including puts, calls, long-term
equity anticipation securities, or LEAPs, or short trading
positions; |
|
|
|
changes in laws or regulatory policies or tax guidelines with
respect to business development companies or regulated
investment companies; |
|
|
|
actual or anticipated changes in our earnings or fluctuations in
our operating results or changes in the expectations of
securities analysts; |
|
|
|
general economic conditions and trends; |
|
|
|
loss of a major funding source; or |
|
|
|
departures of key personnel. |
The trading market or market value of our publicly issued
debt securities may be volatile. Our publicly issued debt
securities may or may not have an established trading market. We
cannot assure that a trading market for our publicly issued debt
securities will ever develop or be maintained if developed. In
addition to our creditworthiness, many factors may materially
adversely affect the trading market for, and market value of,
our publicly issued debt securities. These factors include, but
are not limited to, the following:
|
|
|
|
|
the time remaining to the maturity of these debt securities; |
|
|
|
the outstanding principal amount of debt securities with terms
identical to these debt securities; |
|
|
|
the supply of debt securities trading in the secondary market,
if any; |
|
|
|
the redemption or repayment features, if any, of these debt
securities; |
|
|
|
the level, direction and volatility of market interest rates
generally; and |
|
|
|
market rates of interest higher or lower than rates borne by the
debt securities. |
There also may be a limited number of buyers for our debt
securities. This too may materially adversely affect the market
value of the debt securities or the trading market for the debt
securities.
Our credit ratings may not reflect all risks of an investment
in the debt securities. Our credit ratings are an assessment
of our ability to pay our obligations. Consequently, real or
anticipated changes in our credit ratings will generally affect
the market value of the publicly issued debt securities. Our
credit ratings, however, may not reflect the potential impact of
risks related to market conditions generally or other factors
discussed above on the market value of or trading market for the
publicly issued debt securities.
Terms relating to redemption may materially adversely affect
your return on the debt securities. If our debt securities
are redeemable at our option, we may choose to redeem the debt
securities at times when prevailing interest rates are lower
than the interest rate paid on the debt securities. In addition,
if the debt securities are subject to mandatory redemption, we
may be required to redeem the debt securities also at times when
prevailing interest rates are lower than the interest rate paid
on the debt securities. In this circumstance, a
101
holder of the debt securities may not be able to reinvest the
redemption proceeds in a comparable security at an effective
interest rate as high as the debt securities being redeemed.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
During the three months ended March 31, 2007, we issued a
total of 145,974 shares of common stock under our dividend
reinvestment plan pursuant to an exemption from the registration
requirements of the Securities Act of 1933. The aggregate
offering price for the shares of common stock sold under the
dividend reinvestment plan was approximately $4.3 million.
Issuer Purchases of Equity Securities
The following table provides information for the quarter ended
March 31, 2007, regarding shares of our common stock that
were purchased under The 2005 Allied Capital Corporation
Non-Qualified Deferred Compensation Plan I (2005
DCP I) and The 2005 Allied Capital Corporation
Non-Qualified Deferred Compensation Plan II (2005
DCP II), which are administered by third-party trustees.
The administrator of the 2005 DCP I and the 2005
DCP II is the Compensation Committee of our Board of
Directors.
|
|
|
|
|
|
|
|
|
|
|
|
Total Number | |
|
|
|
|
of Shares | |
|
Average Price | |
|
|
Purchased | |
|
Paid Per Share | |
|
|
| |
|
| |
2005 DCP
I(1)
|
|
|
|
|
|
|
|
|
|
1/1/2007 to 1/31/2007
|
|
|
87 |
|
|
$ |
32.31 |
|
|
2/1/2007 to 2/28/2007
|
|
|
705 |
|
|
$ |
28.32 |
|
|
3/1/2007 to 3/31/2007
|
|
|
|
|
|
$ |
|
|
2005 DCP
II(2)
|
|
|
|
|
|
|
|
|
|
1/1/2007 to 1/31/2007
|
|
|
19,526 |
|
|
$ |
32.26 |
|
|
2/1/2007 to 2/28/2007
|
|
|
|
|
|
$ |
|
|
|
3/1/2007 to 3/31/2007
|
|
|
84,325 |
|
|
$ |
28.90 |
|
|
|
|
|
|
|
|
Total
|
|
|
104,643 |
|
|
$ |
29.52 |
|
|
|
|
|
|
|
|
|
|
(1) |
The 2005 DCP I is an unfunded plan, as defined by the
Internal Revenue Code of 1986, that provides for the deferral of
compensation by our directors, employees, and consultants. In
addition, we may make contributions to 2005 DCP I on
compensation deemed ineligible for a 401(k) contribution. Our
directors, employees, or consultants are eligible to participate
in the plan at such time and for such period as designated by
the Board of Directors. The 2005 DCP I is managed through a
trust by a third-party trustee, and we fund this plan through
cash contributions. Directors may choose to defer
directors fees through the 2005 DCP I, and may choose
to invest such deferred income in shares of our common stock. To
the extent a director elects to invest in our common stock, the
trustee of the 2005 DCP I will be required to use such
deferred directors fees to purchase shares of our common
stock in the market. |
|
(2) |
We have established a long-term incentive compensation program
whereby we will generally determine an individual performance
award for certain officers annually at the beginning of each
year. The Compensation Committee may adjust the individual
performance awards as needed, or make new awards as new officers
are hired. In conjunction with the program, we instituted the
2005 DCP II, which is an unfunded plan as defined by the
Internal Revenue Code of 1986 that is managed through a trust by
a third-party trustee. The individual performance awards are
deposited in the trust in four equal installments, generally on
a quarterly basis in the form of cash and the 2005 DCP II
requires the trustee to use the cash exclusively to purchase
shares of our common stock in the market. In addition, dividends
received on the Allied Capital shares held in the trust are
reinvested in our common stock. |
Item 3. Defaults Upon Senior
Securities
Not applicable.
102
Item 4. Submission of Matters to a Vote of
Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
(a) List of Exhibits
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description |
| |
|
|
|
3 |
.1 |
|
Restated Articles of Incorporation. (Incorporated by
reference to Exhibit a.1 filed with Allied Capitals
Post-Effective Amendment No. 2 to registration statement on
Form N-2 (File No. 333-67336) filed on March 22,
2002). |
|
3 |
.2 |
|
Amended and Restated Bylaws. (Incorporated by reference to
Exhibit 3.1. filed with Allied Capitals Form 8-K
on January 24, 2006). |
|
4 |
.1 |
|
Specimen Certificate of Allied Capitals Common Stock, par
value $0.0001 per share. (Incorporated by reference to
Exhibit d. filed with Allied Capitals registration
statement on Form N-2 (File No. 333-51899) filed on
May 6, 1998). |
|
4 |
.3 |
|
Form of Note under the Indenture relating to the issuance of
debt securities. (Contained in Exhibit 4.4).
(Incorporated by reference to Exhibit d.1 filed with Allied
Capitals registration statement on Form N-2/ A (File
No. 333-133755) filed on June 21, 2006). |
|
4 |
.4 |
|
Indenture by and between Allied Capital Corporation and The Bank
of New York, dated June 16, 2006. (Incorporated by
reference to Exhibit d.2 filed with Allied Capitals
registration statement on Form N-2/ A (File
No. 333-133755) filed on June 21, 2006). |
|
4 |
.5 |
|
Statement of Eligibility of Trustee on Form T-1.
(Incorporated by reference to Exhibit d.3 filed with
Allied Capitals registration statement on Form N-2
(File No. 333-133755) filed on May 3, 2006). |
|
4 |
.6 |
|
Form of First Supplemental Indenture by and between Allied
Capital Corporation and the Bank of New York, dated as of
July 25, 2006.(Incorporated by reference to
Exhibit d.4 filed with Allied Capitals Post-Effective
Amendment No. 1 to the registration statement on
Form N-2/A (File No. 333-133755) filed on July 25,
2006). |
|
4 |
.7 |
|
Form of 6.625% Note due 2011. (Incorporated by reference to
Exhibit d.5 filed with Allied Capitals Post-Effective
Amendment No. 1 to the registration statement on
Form N-2/A (File No. 333-133755) filed on July 25,
2006). |
|
4 |
.8 |
|
Form of Second Supplemental Indenture by and between Allied
Capital Corporation and The Bank of New York, dated as of
December 8, 2006. (Incorporated by reference to
Exhibit d.6 filed with Allied Capitals Post-Effective
Amendment No. 2 to the registration statement on
Form N-2/A (File No. 333-133755) filed on
December 8, 2006). |
|
4 |
.9 |
|
Form of 6.000% Notes due 2012. (Incorporated by reference to
Exhibit d.7 filed with Allied Capitals Post-Effective
Amendment No. 2 to the registration statement on
Form N-2/A (File No. 333-133755) filed on
December 8, 2006). |
|
4 |
.10 |
|
Form of Third Supplemental Indenture by and between Allied
Capital Corporation and The Bank of New York, dated as of
March 28, 2007.(Incorporated by reference to
Exhibit d.8 filed with Allied Capitals Post-Effective
Amendment No. 3 to the registration statement on
Form N-2/A (File No. 333-133755) filed on
March 28, 2007). |
|
4 |
.11 |
|
Form of 6.875% Notes due 2047. (Incorporated by
reference to Exhibit d.9 filed with Allied Capitals
Post-Effective Amendment No. 3 to the registration
statement on Form N-2/A (File No. 333-133755) filed on
March 28, 2007). |
103
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description |
| |
|
|
|
4 |
.11(a) |
|
Form of 6.875% Notes due 2047. (Incorporated by
reference to Exhibit d.9(a) filed with Allied
Capitals Post-Effective Amendment No. 4 to the
registration statement on Form N-2/A (File
No. 333-133755) filed on April 2, 2007). |
|
10 |
.1 |
|
Dividend Reinvestment Plan, as amended. (Incorporated by
reference to Exhibit e. filed with Allied Capitals
registration statement on Form N-2 (File
No. 333-87862) filed on May 8, 2002). |
|
10 |
.2 |
|
Credit Agreement, dated September 30, 2005.
(Incorporated by reference to Exhibit 10.1 filed with
Allied Capitals Form 8-K on October 3, 2005). |
|
10 |
.2(a) |
|
First Amendment to Credit Agreement, dated November 4,
2005. (Incorporated by reference to Exhibit 10.2(a)
filed with Allied Capitals Form 10-Q for the period
ended September 30, 2005). |
|
10 |
.2(b) |
|
Second Amendment to Credit Agreement, dated May 11,
2006.(Incorporated by reference to Exhibit 10.1 filed
with Allied Capitals Form 8-K filed on May 12,
2006). |
|
10 |
.2(c) |
|
Third Amendment to Credit Agreement, dated May 19, 2006.
(Incorporated by reference to Exhibit 10.1 filed with
Allied Capitals Form 8-K filed on May 23,
2006). |
|
10 |
.3 |
|
Note Agreement, dated October 13, 2005. (Incorporated by
reference to Exhibit 10.1 filed with Allied Capitals
Form 8-K on October 14, 2005). |
|
10 |
.4 |
|
Note Agreement, dated May 1, 2006. (Incorporated by
reference to Exhibit 10.1 filed with Allied Capitals
Form 8-K on May 1, 2006). |
|
10 |
.15 |
|
Control Investor Guaranty Agreement, dated as of March 17,
2006, between Allied Capital and CitiBank, N.A. and Business
Loan Express, LLC (Incorporated by reference to Exhibit 10.1
filed with Allied Capitals Form 8-K filed on
March 23, 2006). |
|
10 |
.17 |
|
The 2005 Allied Capital Corporation Non-Qualified Deferred
Compensation Plan II. (Incorporated by reference to
Exhibit 10.2 filed with Allied Capitals Form 8-K
filed on December 21, 2005). |
|
10 |
.17(a) |
|
Amendment to The 2005 Allied Capital Corporation Non-Qualified
Deferred Compensation Plan II, dated January 20, 2006.
(Incorporated by reference to Exhibit 10.17(a) filed
with Allied Capitals Form 10-K for the year ended
December 31, 2005). |
|
10 |
.18 |
|
The 2005 Allied Capital Corporation Non-Qualified Deferred
Compensation Plan. (Incorporated by reference to
Exhibit 10.1 filed with Allied Capitals Form 8-K
filed on December 21, 2005). |
|
10 |
.18(a) |
|
Amendment to The 2005 Allied Capital Corporation Non-Qualified
Deferred Compensation Plan, dated January 20, 2006.
(Incorporated by reference to Exhibit 10.18(a) filed
with Allied Capitals Form 10-K for the year ended
December 31, 2005). |
|
10 |
.19 |
|
Amended Stock Option Plan. (Incorporated by reference to
Exhibit B of Allied Capitals definitive proxy
statement for Allied Capitals 2004 Annual Meeting of
Stockholders filed on March 30, 2004). |
|
10 |
.20(a) |
|
Allied Capital Corporation 401(k) Plan, dated September 1,
1999. (Incorporated by reference to Exhibit 4.4 filed
with Allied Capitals registration statement on
Form S-8 (File No. 333-88681) filed on October 8,
1999). |
|
10 |
.20(b) |
|
Amendment to Allied Capital Corporation 401(k) Plan, dated
April 15, 2004. (Incorporated by reference to
Exhibit 10.20(b) filed with Allied Capitals
Form 10-Q for the period ended June 30, 2004). |
|
10 |
.20(c) |
|
Amendment to Allied Capital Corporation 401(k) plan, dated
November 1, 2005. (Incorporated by reference to Exhibit
10.20(c) filed with Allied Capitals Form 10-Q for the
quarter ended September 30, 2005). |
|
10 |
.20(d) |
|
Amendment to Allied Capital Corporation 401(k) plan, dated
April 21, 2006. (Incorporated by reference to
Exhibit i.4(c) filed with Allied Capitals
Form N-2 (File No. 333-133755) filed on May 3,
2006). |
104
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description |
| |
|
|
|
10 |
.20(e) |
|
Amendment to Allied Capital Corporation 401(k) plan, adopted
December 18, 2006. (Incorporated by reference to
Exhibit 10.20(e) filed with Allied Capitals
Form 10-K for the year ended December 31, 2006). |
|
10 |
.21 |
|
Employment Agreement, dated January 1, 2004, between Allied
Capital and William L. Walton. (Incorporated by
reference to Exhibit 10.21 filed with Allied Capitals
Form 10-K for the year ended December 31, 2003). |
|
10 |
.21(a) |
|
Amendment to Employment Agreement, dated March 29, 2007,
between Allied Capital and William L. Walton.
(Incorporated by reference to Exhibit 10.1 filed with
Allied Capitals Form 8-K filed on April 3,
2007). |
|
10 |
.22 |
|
Employment Agreement, dated January 1, 2004, between Allied
Capital and Joan M. Sweeney. (Incorporated by reference
to Exhibit 10.22 filed with Allied Capitals
Form 10-K for the year ended December 31, 2003). |
|
10 |
.22(a) |
|
Amendment to Employment Agreement, dated March 29, 2007,
between Allied Capital and Joan M. Sweeney. (Incorporated by
reference to Exhibit 10.2 filed with Allied Capitals
Form 8-K filed on April 3, 2007). |
|
10 |
.23 |
|
Employment Agreement, dated January 1, 2004, between Allied
Capital and Penelope F. Roll. (Incorporated by reference to
Exhibit 10.23 filed with Allied Capitals
Form 10-K for the year ended December 31, 2006). |
|
10 |
.23(a) |
|
Amendment to Employment Agreement, dated March 29, 2007,
between Allied Capital and Penelope F. Roll. (Incorporated by
reference to Exhibit 10.3 filed with Allied Capitals
Form 8-K filed on April 3, 2007). |
|
10 |
.25 |
|
Form of Custody Agreement with Riggs Bank N.A., which was
assumed by PNC Bank through merger. (Incorporated by
reference to Exhibit j.1 filed with Allied Capitals
registration statement on Form N-2 (File
No. 333-51899) filed on May 6, 1998). |
|
10 |
.26 |
|
Custodian Agreement with Chevy Chase Trust. (Incorporated by
reference to Exhibit 10.26 filed with Allied Capitals
Form 10-K for the year ended December 31, 2005). |
|
10 |
.27 |
|
Custodian Agreement with Bank of America. (Incorporated by
reference to Exhibit 10.27 filed with Allied Capitals
Form 10-K for the year ended December 31, 2005). |
|
10 |
.28 |
|
Code of Ethics. (Incorporated by reference to
Exhibit 10.28 filed with Allied Capitals
Form 10-K for the year ended December 31, 2006). |
|
10 |
.29 |
|
Custodian Agreement with Union Bank of California.
(Incorporated by reference to Exhibit 10.29 filed with
Allied Capitals Form 10-Q for the quarter ended
June 30, 2006). |
|
10 |
.30 |
|
Custodian Agreement with M&T Bank. (Incorporated by
reference to Exhibit 10.30 filed with Allied Capitals
Form 10-Q for the quarter ended June 30, 2006). |
|
10 |
.31 |
|
Note Agreement, dated as of May 14, 2003. (Incorporated
by reference to Exhibit 10.31 filed with Allied
Capitals Form 10-Q for the quarter ended
March 31, 2003). |
|
10 |
.37 |
|
Form of Indemnification Agreement between Allied Capital and its
directors and certain officers. (Incorporated by reference to
Exhibit 10.37 filed with Allied Capitals
Form 10-K for the year ended December 31, 2003). |
|
10 |
.38 |
|
Note Agreement, dated as of March 25, 2004.
(Incorporated by reference to Exhibit 10.38 filed with
Allied Capitals Form 10-Q for the period ended
March 31, 2004.) |
|
10 |
.39 |
|
Note Agreement, dated as of November 15, 2004.
(Incorporated by reference to Exhibit 99.1 filed with
Allied Capitals current report on Form 8-K filed on
November 18, 2004.) |
|
10 |
.40 |
|
Real Estate Securities Purchase Agreement. (Incorporated by
reference to Exhibit 2.1 filed with Allied Capitals
Form 8-K filed on May 4, 2005.) |
|
10 |
.41 |
|
Platform Assets Purchase Agreement. (Incorporated by
reference to Exhibit 2.2 filed with Allied Capitals
Form 8-K filed on May 4, 2005.) |
105
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description |
| |
|
|
|
10 |
.42 |
|
Transition Services Agreement. (Incorporated by reference to
Exhibit 10.1 filed with Allied Capitals Form 8-K
filed on May 4, 2005.) |
|
11 |
|
|
Statement regarding computation of per share earnings is
included in Note 7 to Allied Capitals Notes to the
Consolidated Financial Statements. |
|
15 |
* |
|
Letter regarding Unaudited Interim Financial Information. |
|
31 |
.1* |
|
Certification of the Chief Executive Officer pursuant to Rule
13a-14 of the Securities Exchange Act of 1934. |
|
31 |
.2* |
|
Certification of the Chief Financial Officer pursuant to Rule
13a-14 of the Securities Exchange Act of 1934. |
|
32 |
.1* |
|
Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350. |
|
32 |
.2* |
|
Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350. |
106
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 thereunder duly authorized.
|
|
|
ALLIED CAPITAL CORPORATION |
|
(Registrant) |
|
|
|
|
Dated: May 8, 2007
|
|
/s/ William L. Walton
William
L. Walton
Chairman and Chief Executive Officer |
|
|
|
/s/ Penni F. Roll
Penni
F. Roll
Chief Financial Officer |
107
EXHIBIT INDEX
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description |
| |
|
|
|
15 |
|
|
Letter regarding Unaudited Interim Financial Information. |
|
31 |
.1 |
|
Certification of the Chief Executive Officer pursuant to Rule
13a-14 of the Securities Exchange Act of 1934. |
|
31 |
.2 |
|
Certification of the Chief Financial Officer pursuant to Rule
13a-14 of the Securities Exchange Act of 1934. |
|
32 |
.1 |
|
Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350. |
|
32 |
.2 |
|
Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350. |
108